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.

Jessica Jean Reif Cohen - Bank of America Merrill Lynch Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC Brandon Ross - BTIG LLC Amy Yong - Macquarie Capital (USA), Inc. James Ratcliffe - Evercore-ISI Barton E. Crockett - FBR Capital Markets & Co.

Good morning everyone and welcome to today's SiriusXM's Second Quarter 2017 Earnings Results Conference Call. Just as a reminder, today's call is being recorded. A question and answer session will be conducted following the presentation. At this time I'd like to turn the call over to Hooper Stevens, 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 today's 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, management will be glad to take your questions. Scott Greenstein, our President and Chief Content Officer, is also 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 those risks and uncertainties, please view SiriusXM's SEC filings. We advise investors not to 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 adjusted results. All discussions of adjusted operating results exclude the effects of stock based compensation. With that I will now hand the call over to Jim Meyer. James E. Meyer - Sirius XM Holdings, Inc.: Good morning. Thank you for joining today's call to discuss what was truly an outstanding quarter. We delivered growth of 466,000 net self-pay subscribers, extremely low churn and we attained record milestones on a variety of key financial metrics. In the second quarter, we passed 32 million paying subscribers and we delivered our highest ever revenue and EBITDA performance. Second quarter adjusted EBITDA margins of 38.7% tied the record we set in the first quarter. ARPU also set a record. In fact, because of our solid second quarter and first half performance, we are pleased to increase our full year guidance for self-paying net additions, revenue and adjusted EBITDA. David will speak more about this later. SiriusXM is performing extremely well. U.S. new car sales are softening versus 2016 levels, but appear to be settling into the $16.5 million to $17 million range, which we think is a very healthy number. And even with new car sales down slightly, we still managed to grow overall self-pay gross additions by 4%. We accomplished this with modestly improving new car conversion rates and slightly higher new car penetration of 76% which offset the approximately 2% decline in new auto sales so far this year. And the rise in self-pay gross adds also is of course driven by rising used car gross additions and growing win-back additions coming out of our ever-increasing fleet of enabled vehicles. Used car additions grew 14% in the second quarter and we continue to expect a very long arc of growth in used cars for many years to come. The overall used car penetration rate is in the mid-30%s, so obviously we have a long way to go until penetration rate in used cars matches our record high new car penetration rates. From 2016 to 2019 we expect volumes of used cars being sold with built-in SiriusXM hardware to climb by almost 50%. And in fact this year we expect the volume of the used cars sold with SXM to exceed the volume of new cars sold with SXM for the first time ever. As this long growth in used penetration rate is realized, we continue to build out a world-class network of reporting and lead generation to serve our used car business. We now have about 18,000 franchise dealers and more than 10,000 independent dealers reporting transactions back to us. This total of 28,000 dealerships has grown by close to 3,000 since the beginning of the year. And just as importantly, our Service Lane Program is now live at over 14,000 of the franchise dealers mentioned above. This gives us a window into more than 75 million service transactions occurring every year, helping us maintain an up-to-date vehicle owner database and enabling us to offer trials and a market to customers who acquire vehicles outside of one of our dealer reporting channels. This year alone we expect Service Lane to launch more than one million trial starts. Over the coming years the biggest increase in SXM used penetration rates will be in used cars transacting in the private sale market and through independent dealers. Our efforts in the service market will help us deliver long-term growth in this area as those penetration rates inevitably rise over time. When operating a subscription business as large as ours, it's not just the new additions that drive performance. Retaining the subscribers we already have is equally important. And on this front, performance was exemplary in the second quarter. Self-pay churn in the quarter was one of our lowest on record at just 1.7%. We saw an improvement in the rate of both non-pay and voluntary churn. Quite frankly, this is a testament to the strong demand for our content lineup and our excellent execution in retaining customers. It's not magic, but rather a skill set we have been honing for more than 15 years. Automakers continue to be very impressed by our 360L platform, in particular its consumer-friendly user interface. We are on track to launch the first 360L-enabled vehicle with a major automaker in early 2018 and we expect to reveal the final product with this OEM at the CE show in January. The auto cycle is very long but 360L is a game-changer for us. It gives us data on customer usage, allows us more control of a much-improved UI, the ability to update the service after the vehicle ships, enables personalized content recommendations, and gives us the ability to convert and upsell customers on-screen directly in the vehicle. Improving our interface and technology both in the vehicle and on-the-go will always be important. But the heart and soul of our company and the key to our value proposition remains with the content that our subscribers come to know and love. Our mission and passion remain delivering the best content for our subscribers in an easy, accessible way and creating a bundle of compelling and entertaining programming that subscribers love. Recently we were thrilled to launch The Beatles Channel, the first full time official radio channel featuring the music of the band and its individual members. Paul and Ringo's participation makes it incredibly special for our listeners. Billy Joel joined the channel to discuss every Beatles album and even did his own rendition of many songs. Eddie Vedder, Don Henley, and Ron Howard have also contributed to the channel, talking about and playing their favorite Beatles music. Oh, and did I mention, Yacht Rock is back. This summer favorite pop-up channel just keeps getting more and more popular. We also continue to award lucky subscribers and sometimes even the occasional lucky sell-side analysts, who will remain nameless, with exclusive, SiriusXM only live shows such as last week's Guns N' Roses performance at the Apollo Theater where they played a massive setlist into the early morning. We know events like this are special for our subscribers. They love them. But they also create original programming available to our nationwide audience. We continue to see audience and advertiser growth on a number of our talk channels. In particular, SiriusXM Progress and Urban View. It's really no surprise that in today's news climate, progressive audiences are jazz and invigorating. Frankly, we never stop working to improve the range, depth and daily relevancy of our top programming offerings. I'm really proud of the efforts our team has made to execute so far this year, keeping our programming lineup fresh and unique, delivering strong results for our shareholders, and allowing us once again to increase subscriber and financial guidance for 2017. You can rest assured that we will never take our eye off the ball in pursuing the huge opportunity for growth in satellite radio. But we've also made considerable progress building for the future with a variety of strategic initiatives including our recapitalization of SiriusXM Canada, our purchase of Automatic Labs, and our pending investment in Pandora Media. As one of the two largest stand-alone streaming companies in the world today, we have long admired Pandora's massive user base and popular free consumer offering. SiriusXM today does not have a permanent free offering. We offer trials to car buyers and we even discount onboard or retained subscribers, but at the end of the day if you don't want to pay for our service, we don't have a place for you. In considering whether to enter the free market, the question for me is very simple. Can it deliver more cash flow for our shareholders? Honestly, the jury is still out on this question. But our investment in Pandora will help us to find an answer and give us a great toehold in this area on advantageous terms. We also will be able to learn more about the subscription interactive business and how our two companies might work together in the future, be it on upselling, cross-selling, sharing content, or sharing technology. I caution you that our deal still needs requisite government approvals. We will only be a minority investor in Pandora, and our investment is not predicated on any kind of cooperation or synergies. That said, we look forward to working with the team at Pandora and we will be able to talk more about this exciting investment after the closing of our agreement expected later this year. The acquisition of Automatic Labs, which we closed earlier in the second quarter, also provides an opportunity to grow the use of in-vehicle data to benefit consumers, auto makers, and provide a new host of features to the market. While Automatic maintains the start-up culture that has already made it so successful, the expanded resources from joining SiriusXM are enabling the team to accelerate its efforts from hiring more staff to using SiriusXM's distribution channels, brand, and expertise to grow the business. In addition to the exciting new developments at Automatic, we are nearing an inflection point on our connected vehicle service business. We have now begun to launch several new CV programs including with Fiat Chrysler, Honda, Lexus, and in Toyota. We have exciting new features coming as well to FCA, Acura, Nissan, and Infinity later this year. To position our platform for growth, we are working with OEMs to create new consumer-focused features that highlight the value proposition of maintaining a CV subscription, from more feature-rich apps to helpful things like Alexa Integration. Think, Alexa start my car and turn on the air conditioning. Our goal is to work with OEMs to improve the experience of owning a car. Look, I'll be the first to tell you how important OEMs are to us as a distribution point for SiriusXM. This has been true for many years following our initial launch with aftermarket products, and it's going to remain true as far as the eye can see. But that said, we're not ignoring the out of car market. We have been steadily removing obstacles to using SiriusXM on the go, from implementing better smartphone apps to launching on a variety of IoT devices. Our apps already have very solid and improved ratings in the Google and Apple app stores. Yet, later this year we expect to move into beta testing a new version of our smartphone app that will align our mobile experience with where we are taking 360L in the car. These apps will have a new visual experience, improved personalization, recommendations and search. They will make content discovery much easier and improve the onboarding experience and our ability to communicate with our subscribers. And, oh, by the way, this new app will also introduce video content to our subscribers for the first time. In addition to our app, we are also now available on 128 million connected devices from more than 30 manufacturers including Smart TVs, Sony's PlayStation and virtually all of the Amazon platforms. Later this year we also plan to launch on a variety of additional platforms including Apple TV, Android TV, Chromecast and the Sony Xbox One. Our Alexa launch in June was extremely successful. In just one month, hundreds of thousands of our subscribers linked their accounts and enabled the Alexa SiriusXM skill set. I can tell you it's a lot of fun to say, Alexa, play the Highway on SiriusXM on my Echo device in my kitchen at home. Most of our subscribers make the decision to subscribe because they value consuming SiriusXM content in the car. But our push to improve apps and IoT device access will make our service much more accessible outside of the car. We think more engagement leads to more satisfied and loyal customers. I have long said that I don't care how subscribers listen to SiriusXM, only that they listen. The improvements we are making in our IP technology make it easier than ever to consume great content from SiriusXM anywhere you might be. We continue to be extremely focused on executing the business plan we have laid out for you. Our penetration into new cars remains very strong. Our used car distribution is expanding quickly and we are making smart moves on pricing and we are investing to improve our service with the best new content and new technology like 360L. We are using our healthy free cash flow to make well-thought-out investments in the connected vehicle and streaming space while at the same time returning capital to our shareholders. Between the dividends and buybacks, we ran at just over $2 billion annual pace in the second quarter and we are confident of our ability to continue returning significant capital while maintaining flexibility to make any further investment we might chose. With that I'll turn it over to David. David J. Frear - Sirius XM Holdings, Inc.: Thanks, Jim. Good morning, everyone and thanks for joining today. 2017 is shaping up to be another strong year for SiriusXM. Even with new car sales down 3% in the quarter year-over-year, healthy overall SAAR volumes and an increase in our penetration rate to 76% from 73.5% the prior year boosted the total number of SiriusXM-enabled vehicles on the road by 14%, officially topping 100 million for the first time. New car trial starts rose 5% in the quarter to a record 3.3 million, while 19% growth in used car trial starts pushed total trial starts up 10% to a record 5.5 million. At the end of the second quarter the new and used car trial funnel reached an all-time high of 9.2 million, up from 8.9 million in the second quarter of 2016. New car conversions were flat with the prior year while used car conversions continued to show strong, double-digit growth as the used car pen rate continued its expansion. The strong growth in used car pen rate was partially offset by the softening of used car conversion rate we have long told you to expect as the pen rate grows. Overall, we had our strongest second quarter ever for trial conversions. While conversion of new car buyers remains our largest single acquisition channel, in the second quarter these represented only 46% of all self-pay gross additions, compared to 48% a year ago and 49% the year before that. This means that 54% of our gross adds are coming from the existing fleet, either our used car efforts, win-back, self-pay activation or aftermarket additions. We only expect this share to climb higher in the future as our penetration rate in used car sales increases from about 34% in the second quarter to eventually match the approximately 75% penetration in the new car market. Churn was 1.7% in the quarter, down from 1.8% in the prior-year quarter. And reductions in voluntary churn rates more than offset pressure from an increasing rate of vehicle related churn. Healthy gross additions and this extremely good churn performance produced 466,000 net new self-pay subscriber additions in the second quarter which brought the self-pay subscriber base to nearly 26.7 million and total subscribers to just over 32 million. Based on the strength of our year so far, we're taking up our full year guidance for net self-pay subscriber additions to approximately 1.4 million. Moving on to the financials, total revenue in the quarter was up 9% to over $1.3 billion on the strength of our subscriber additions as well as growth in ARPU. ARPU in the quarter was a record high $13.22, growing more than 3% from $12.78 in the second quarter of 2016. Advertising revenue turned in yet another double-digit quarter as our ad sales team rocked the numbers yet again, increasing 20%. We're taking up our full guidance for revenue to approximately $5.375 billion. Contribution margin in the quarter was 70.6%, up 30 basis points versus the second quarter of last year with lower customer service and billing expenses and cost of equipment as a percentage of revenue more than offsetting higher revenue share and royalty expenses. SAC declined modestly from Q2 2016 on slightly lower installs and a reduction in SAC per install to $31. Together, all this produced record adjusted EBITDA of $522 million, up 12% over the prior year period, resulting in an adjusted EBITDA margin of 38.7% in the second quarter, a 90 basis point increase from the second quarter of 2016. Based on the strength of this performance, we're taking up our full year 2017 adjusted EBITDA guidance to approximately $2.05 billion. In the second quarter we converted 80% of our adjusted EBITDA into free cash flow which totaled $417 million, up 6% year-over-year. Capital expenditures in the period totaled $66 million compared to $37 million in the second quarter of 2016, with all of the increase driven by satellite CapEx. We remain confident in achieving our full year 2017 free cash flow guidance of approximately $1.5 billion. I'd like to quickly review the impact of our strategic activities in the quarter. First, we completed the recap of SiriusXM Canada injecting approximately $440 million through the issuance of 35 million shares of SIRI and $261 million in cash in exchange for equity and a $131 million loan which will be treated as a related-party note receivable on our balance sheet and carries an annual interest rate of 7.6%. This transaction increases our economic stake to 70%, but as we only retain 33% of the vote, we will not be consolidating this entity into our financials. Instead, we will continue to account for it under the equity method. The service fees the Canadian entity pays will flow through the other revenue line of our income statement to the tune of approximately $80 million on an annualized basis given today's exchange rate. Next, our agreement to acquire a minority stake in Pandora Media. On regulatory approval we expect to complete the second phase of our $480 million investment for an effective 16% stake in Pandora. This stake will be treated as a long-term investment on our balance sheet, yielding a 6% annual dividend until its conversion or redemption. And lastly, we acquired Automatic Labs for approximately $107 million early in the quarter and its results are consolidated within our financial statements. Also in the second quarter we spent approximately $477 million to repurchase 94 million shares and paid $47 million in dividends to our stockholders for a total capital return of $524 million. In early July we raised $1.25 billion in 10-year notes at 5% and $750 million in 5-year notes at 3.875% and used the proceeds to pay down debt. Total debt now stands at approximately $6.5 billion with no bond maturities until August of 2022 following the refinancing transactions. Pro forma for these transactions, our debt to adjusted EBITDA was just 3.2 times at quarter-end, and we had cash and undrawn revolver capacity exceeding $1.6 billion. We entered the third quarter with ample liquidity to continue investing in the business, pursuing strategic investments, and returning capital to shareholders. And operator, let's open it up for questions.

Thank you. At this time we'd like to open the call up again for question. And we'll go first to Jessica Reif of Bank of America. Please go ahead. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: Thanks. I have a couple of questions if that's okay. Just, Jim did you say that you plan to – I just want to clarify – I thought I heard you say you plan to only remain a minority investor in Pandora. And I think you also said you're looking to learn. Can you just talk about some of the things you hope to learn over, let's say, the next two or three years? James E. Meyer - Sirius XM Holdings, Inc.: If I said that, it's not what I meant. I meant this particular transaction, as David outlined in his comments, we're obviously a minority investor, okay, which we're still waiting for approval from, as you know, from the government. I think we're really just getting started. My primary focus, and when I say my, I really mean David and I and Greg as well, is we really want to get under the hood on how the free business works. It's the vast majority of Pandora's revenue. We think there are areas that we can probably help some with there in terms of understanding what's going on there. Obviously the infusion of capital into the company gives the company, in my opinion, more ability to invest in some of the things that we feel – particularly the free advertising business should be enhanced. So we're excited about that going forward. Anything beyond that we just really haven't flushed out yet. There are some real obvious areas that you can ask me about, and I'm just not prepared to answer those quite yet. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: And then just two separate topics. Can you just give us some color on the impressive churn reduction? Like, what's driving it, where do you think you can take it to? And the second question, different topic. You talked about video, I think you said on the app on the phone. Can you just talk about your plans for video in general and you've talked about how it's churned in the past, what else you could do and what the timing might be? James E. Meyer - Sirius XM Holdings, Inc.: David, why don't you address the churn one first? David J. Frear - Sirius XM Holdings, Inc.: Yes, sure. So Jessica there's nothing that's happened in the quarter that would change our view on churn. We continue to think this sort of 1.8%, maybe in some quarter up towards 2% area is the right place. In some quarters we end up, we get a little surprised on the good side and in some quarters we get a little surprised on the bad side and the elements. This quarter is just strong overall, I can't point to anything in particular about it. But there's nothing about it that you should look as changing where we think churn should be. James E. Meyer - Sirius XM Holdings, Inc.: On the video front, by the way I'll come back to the churn. I just- I'm really proud of our team in this thing. It's a grind every quarter and this happened to be one where many of the things that we put in place worked the way we expected them to work. But with that said, I absolutely agree with David, we have not changed our guidance or our outlook for what we think the churn profile for our business looks like. On the video front, I think I was pretty deliberate in my comments today to tell you we plan on having a beta version of our new app out there by the end of the year and hopefully having, not hopefully, we will have video as a part of that. I've been very clear, we will start our video – our video offering will start solely with the introduction of Howard Stern video, and we'll use that as the cornerstone for what we'll do. We'll see how subscribers react to it. Maybe we'll have a few other small things around it. But I'm really excited when we're able to show you, probably at the Consumer Electronics Show we'll be able to show it in detail or late this year when we're able to show you how naturally our team has made the experience of video fitting into our existing SiriusXM experience. And that's really what our strategy is all about in video, it is not to offer video that is there just for the sake of video or full length content, movies or any of that kind of stuff. The way we intend to drive video as part of our entertainment experience through our app is as a natural extension of our core SiriusXM business and around our personalities and our content. Scott Andrew Greenstein - Sirius XM Holdings, Inc.: And one other thing, it's no secret we've been approached constantly about filming in our studios by outside parties on that end and our events such as the Guns N' Roses thing Jim mentioned and others are natural extensions to the audio content. So there is plenty in-house without ever even looking outside beyond that. And then, like anything else, there can be strategic things on the audio side that have a video overlap that we'll now consider and that we have the ability to get that out to our subscribers. James E. Meyer - Sirius XM Holdings, Inc.: Yes, Jessica, to sum it up, to me the reason we're doing it is that we think it makes our app more entertaining and we think when our app's more entertaining it engages our customers in a better profile. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: Thank you.

Up next from Morgan Stanley, we'll go to Ben Swinburne. Please go ahead. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Thank you. Good morning. David, could you talk a little about the drivers of the ARPU increase, particularly from Q1 to Q2? I think you were lapping a decent rate increase last year in the second quarter. So just help us think about the drivers in Q2 and then whether or not that flows into the rest of the year. And- David J. Frear - Sirius XM Holdings, Inc.: You know- go ahead. No, no, go ahead. What's your other one? Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Jim, could you talk a little bit about what you're doing, what the latest is on building more in depth relationships with the used car dealers, particularly when you get beyond franchise into that more mid-sized chain independents, which I know you guys are working hard to sign up and get. James E. Meyer - Sirius XM Holdings, Inc.: Let me take – Ben, let me take that one first and then David will come back to you on ARPU. So we're very driven, no pun intended, by really expanding into those channels. We're learning a lot about how the smaller independents consolidate their data, how they run their businesses and we're looking for relations with third parties who might be able to provide more of that data to us on a consolidated basis as part of the back-room transactions they perform for some of those dealers. The area that I'm probably the most excited about right now is driving our business – our reporting relationship further into service spots, service areas that are outside of the existing franchise dealers today. Examples being places like Jiffy Lube, Firestone Tire, it goes on and on and on. And when you study it, it's shocking how many there are and it's shocking how many transactions go through those store fronts every day. And, by the way, as you all know, if every one of you have ever brought your vehicle in they start with the VIN number and then your name, which is really a good way for our business. And so I see a lot of opportunity in that area to enhance the data flow to make sure that we're getting the turnover of these vehicles back into our records at a timely way. That said, there's every kind of different business model in those shops and those different things and we just have to work our way carefully through to make sure that we don't waste time implementing with someone where we won't really get the data feed in an accurate way. David J. Frear - Sirius XM Holdings, Inc.: So and Ben, on the ARPU side it's sort of multiple things. You've heard us talk about tinkering with the price grid over the years and we're always doing that. And so when you look at the second quarter, you have to trace back to what we did in the second quarter of 2016. At mid-quarter we increased our select primary rate and so you still have that rolling through. And this year you've got sort of a full quarter effect of it. We in March increased the rate on the what we call multi-receiver discount that the second, third, fourth radio that goes onto accounts, that went up. We've also been engaged in a couple long-term programs. One is to increase upsells for – to our higher-rated plans like our All Access plan. And we're doing that not only in sort of the full price side of things but also in the way that we onboard people through conversions where we offer discounted rates for either our Select or All Access service and the All Access service has a little bit higher ARPU in the onboarding. And then we had some old plans that we used as save and win-back tactics that were lower priced, deeply-discounted plans and we had a variety of initiatives underway to walk those up. So Jim and I actually had a meeting yesterday with a bunch of people on our revenue initiatives. And this is just – it's an active way we have of trying to manage effectively ARPU up over time or yield per account up over time. And there are an awful lot of small tactical things that we do that really aren't worth this call but in the aggregate they do help us drive up the yield that we're getting out of subscribers. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: That's very helpful. Thank you.

Brandon Ross of BTIG has our next question. Brandon Ross - BTIG LLC: Hi, thanks for taking the question. You spoke about improving the experience outside the car and on your apps. And as you improve that experience and perhaps it becomes more important, I was wondering if you would consider allowing third party digital platforms to sell your service and maybe include it as part of a larger content bundle? And then- James E. Meyer - Sirius XM Holdings, Inc.: I think it's a great question. I don't have a firm answer for you yet, but you should assume it's something that we're certainly studying. Brandon Ross - BTIG LLC: Great. And then just on Pandora, ultimately you decided to make an investment there as opposed to buying the company outright. Can you just tell us what your thinking was surrounding that? Was it just simply risk management taking a wait-and-see approach to how that business can do? Do you think you're able to extract the same value out of it for your core SIRI platform? Just any help there would be great. Thanks. David J. Frear - Sirius XM Holdings, Inc.: So a couple of things about Pandora that if we had had a meeting of the minds on value, I think the two sides could have reached a deal to do a complete acquisition but that wasn't there. And they did need capital. We are very interested in the asset as we've said many times that we think that the team at Pandora's done a great job building a brand and a significant presence in the free radio space. And so making an investment to fundamentally a debt investment is a way for us and taking the board seats, it's a way for us to get involved, and as Jim said, to learn the business more. We're looking forward to working with the team at Pandora once we get through the regulatory approval process. And then, I don't think you should be thinking of this as some big synergistic sort of opportunity. This is really about companies that are in two very different businesses. We're in the subscription radio business that covers music, talk, news, sports, weather, and traffic. And they are in the ad-based business for music-only service and it's quite – they are quite different. I think both companies have been very successful focusing specifically on those separate businesses. And then we'll see what we can learn from each other over time. Brandon Ross - BTIG LLC: Great. Thanks very much.

We'll go next to Amy Yong of Macquarie. Please go ahead, your line is open. Amy Yong - Macquarie Capital (USA), Inc.: Thanks. Two questions. So first for David. Now that you have several acquisitions in the pipeline, can you just comment and update us on your leverage target of 3.2 and where the priorities of cash are for the company as it stands today? And then just bigger picture, on the connected vehicle opportunity, your Automatic Labs' 360L. Maybe if you could talk to us about what you're hoping to accomplish, either revenue or subscriber metrics. Thank you. David J. Frear - Sirius XM Holdings, Inc.: So on the leverage target that we'll – nothing's really changed about that. We continue to maintain our four times target, that you should think of that as a rough sort of long-term upper bound constraint. The reason we picked that target is because we intend to operate the company as a strong double-B credit. So far I think that's worked well. In communications with the debt markets, our recent financing was phenomenally successful. So I think that will stay there. And we honestly believe we can continue our capital return program as well as maintaining an aggressive profile towards acquisitions when they make sense and stay within that target. James E. Meyer - Sirius XM Holdings, Inc.: Amy, in the connected vehicle space, I'll be clear about a couple things. One, there aren't many things that I think are 100% predictable or what's going to happen on the technology curve, and that gets even a little more complicated with automobiles. The one thing I can tell you, because we have – we do see the automakers' product plans out many, many, many years, is the vast majority of vehicles built as we exit this decade and certainly will continue for as far as the eye can see after that, will be connected with embedded modems. And that phenomenon is beginning now. You're going to see it slowly creep up and the tipping point, at least from our data, is going to be right around the end of this decade. And then it goes pretty quickly up to, I won't say virtually every car, but the vast majority of new cars built in each of those years will be connected. I just believe there is a big opportunity in that connectivity in two ways. One, that connectivity inevitably is going to transaction back to – it's going to link back to the entertainment experience in the vehicle. And that's why 360L is so important. While I'm frustrated that it takes as long as it does to roll out across the automotive channels, and I don't know why I should be, I've been working here for 14 years and nothing's changed in terms of how long it takes, I'm really confident that our 360L deployment and this deployment of embedded modems are going to intersect at about – both of them are going to start reaching critical mass at about the same time and I think it's going to allow for a truly enhanced entertainment experience. So that's first and foremost. Number two, there are many automakers. GM has been very successful with OnStar, selling connected vehicle service. We know this, trust me, we know this. We're growing our new car connected vehicle business now. It takes a long time, it's taken me longer than I thought – our teams longer than I thought it would. But as I said in my comments today, I'm seeing an inflection point now where the programs are really starting to roll out. I'm not comfortable yet with the revenue projectile because we've got to wait and see, do all those programs happen when we said they would and at what penetration rate they happen. But I am confident where north is and that we can drive those services and make money both at the wholesale level, meaning services the OEM wants to offer as part of the vehicle when they ship it, and then an ongoing relationship with those subscribers with additional services. On top of that then is while all this is going on, there's well over 100 million cars out there that have no connectivity today in any way, that a lot of innovation in Silicon Valley that we've been watching for a couple years now develop that says that down the road with some simple devices, perhaps those vehicles can be connected, at least in the, what I would call the information part, not necessarily the entertainment part. That's what our purchase of Automatic Labs is all about. And so I know it's a little bit complicated. It's really clear in my mind where we're going with these three initiatives and I hope I did a decent job explaining it. Amy Yong - Macquarie Capital (USA), Inc.: Thank you.

From Evercore ISI, we'll go to Vijay Jayant. Please go ahead. James Ratcliffe - Evercore-ISI: It's James Ratcliffe for Vijay. And two if I could. First of all, thoughts on ways to monetize the non-subscribing fleet – your roughly 70 million cars or so out there that aren't – that have radios, but aren't paying customers. And particularly thoughts for the large bulk of those which are going to be one way for the foreseeable future. And secondly, as the float continues to shrink, I think you took out about 6% of it or so in the quarter, does there come a time when the appeal of buybacks diminishes for reasons of share liquidity or anything like that? Thanks. David J. Frear - Sirius XM Holdings, Inc.: So, let me just cover the float question. So, we aren't a meaningful part of the trading activity of the stock. I mean, I have been personally surprised that we don't represent a bigger proportion of daily trading than we do. But we're regularly in the sort of mid-single digit percentages of average daily trading. And so, even though the float seems to – it's certainly shrinking, that we just don't seem to get outside the range of this mid-single digit percentage. So, as long as that's true, then I don't think that the – we're having a trading mechanics effect on the price of the stock. Were that to change, James, we certainly would think about what to do with the buyback program. But this isn't a new thought. We've been having this discussion with the board since we launched the buyback program. And so we've all been looking at it together, looking at the amount of trading that we represent and cognizant of the fact that if we were ever to become a meaningful part of the trading that we'd have to reassess the program. But so far that hasn't materialized, including in the second quarter. James E. Meyer - Sirius XM Holdings, Inc.: Now, in terms of the radios, the inactive radios that are out there, obviously the first and biggest opportunity is to get the damn things turned back on to subscribe to SiriusXM, which is where we put the vast majority of our focus today. And I can tell you, we turn all those radios on about four times a year. And you'd be surprised how many subscribers we call back during those free listening periods. And so we clearly are focused on that through our win back efforts. I think the second thing, James, where we have not done a good enough job is I think we're only beginning to understand our business in a much better way by household or family as opposed to by VIN number. And I think as we dig deeper into that, we're going to find – I've talked about this before, but I'm excited because I think we're really shining a light down this hallway now. I think we're going to find ways to offer our service, bundle in ways, family plans, whatever it might be, to try to grow our penetration of those inactive radios in a way that may not yield the same ARPU we're getting certainly in the channel today on a unique subscriber. But as David and I have always said, our goal is to drive revenue, EBITDA, and most importantly, free cash flow in this business, not necessarily just the margin. And so I think as we think through families, I think there's real opportunities for us. But we're going to go carefully and slow as we understand that. Even when we're done, we all understand the number one reason people don't subscribe to satellite radio is they don't want to pay. And so there will be a big base of inactive radios. We've had lots of discussions, we've had lots of ideas. We've even tried a few things in secret I can tell you and we just haven't made a lot of progress there yet, to be clear with you. David J. Frear - Sirius XM Holdings, Inc.: Right now though they are a valuable promotion tool to those inactive subscribers. We launched The Beatles Channel timed with a free-to-air campaign which obviously got out to a lot of those inactive radios and hopefully resulted in people paying attention again to the service. James Ratcliffe - Evercore-ISI: Thank you.

We'll take our next and final question today from Barton Crockett of FBR Capital Markets. Barton E. Crockett - FBR Capital Markets & Co.: Okay. Thanks for taking my question. I guess a couple of things if I could. One is on Pandora. One of the things I was curious about with them is that they are going through a process now of searching for a new CEO. Now you guys are going through a process of kind of government approval of your transaction. But I would imagine that someone who was thinking about taking a CEO spot at Pandora would want to have an understanding of what the incoming chairman – and you guys would be able to appoint the chairman – with a some kind of meeting of the minds with the business. So to what degree are you able to have input into the CEO process there or to what extent is that constrained by the government approval process right now? James E. Meyer - Sirius XM Holdings, Inc.: We don't have any input. We don't have any – we don't, number one obviously, we don't have any vote or any position on the board to pick the next CEO. I think the Pandora board honestly is very focused on what they're trying to do with the search and I have complete confidence that they're going to come up with the right candidate. Barton E. Crockett - FBR Capital Markets & Co.: Okay. Now one of the other things I was curious about is, touching on the feature that you highlighted Jim, the Echo Nest, the voice activation. It seems that technology generally has made satellite radio much more present in the home outside of the car. And I'm just wondering if you're seeing any data that would tell you that usage outside of the car, particularly in the home, is increasing and is that in any way a meaningful part of maybe the improving churn? Maybe people are finding it more valuable because that technology is making it more accessible? James E. Meyer - Sirius XM Holdings, Inc.: So I think one thing I've learned in this business is that at its core, subscribers who are more engaged churn less. There's just simply no argument to that, okay? And so, obviously the more we can get them to listen, or the more we can get them – it's not just listen, the more these technologies allow them – frankly, when we talk to some customers and they churn and we say why you churn, and they say you didn't have anything for me, and we say, well what did you really like? And they say, I don't know, big Tom Petty fan. You say, did you know we have a fulltime Tom Petty channel? I didn't know that. And so, you know one of our challenges always is making sure – our content is so broad, is making sure that our customers actually know what's on. And in our spoken word content in particular in our channels, knowing specifically what some of those shows might be within a certain channel, what's there. And I think this technology's certainly going to allow it. I will tell you, Barton, the one thing I was really surprised about, and probably shouldn't have been, was how much uptake we got in such a short period of time with Alexa. And I think that just tells us we're absolutely on the right path. And so, I'll go back to what I said in my comments. I don't care where they listen or how they listen; I only care that they listen. And it's taken technology and us a while. This hasn't been – and this has not been – you know we focused a lot of resources, I've said in previous calls on this. I finally feel like now we've broken through kind of the technology barrier. And now it's going to be up to us to drive it correctly with the right marketing message and the right bundling and implementation going forward. I don't think that's an indication of why our churn is better in the second quarter, no. Barton E. Crockett - FBR Capital Markets & Co.: Okay. All right. But do you have any quantification of listenership outside of the car? Is that changing meaningfully? David J. Frear - Sirius XM Holdings, Inc.: You know we do, Barton. And it's been growing sort of pretty steadily over the years as the business itself grows, that we've been more successful with the upsell to the All Access plan in recent years. So, we're getting a greater proportion of our people on it. But Jim's quite right. In trying to correlate that back to the fiscal behavior of churn in the business, that's still a little elusive. But we do generally know that the more people spend, the lower they churn; the more engaged they are, the lower they churn. And so we just infer from that that continuing to drive this is good for the business. James E. Meyer - Sirius XM Holdings, Inc.: Yes. Barton E. Crockett - FBR Capital Markets & Co.: Okay. Great. Thank you. Hooper Stevens - Sirius XM Holdings, Inc.: Thank you, Barton. And thank you, everyone for participating today. Talk to you later.