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

Amy Yong - Macquarie Capital (USA), Inc. Vijay Jayant - Evercore-ISI Barton Crockett - FBR Capital Markets & Co. Jessica Jean Reif Cohen - Bank of America Merrill Lynch Jason Boisvert Bazinet - Citigroup Global Markets, Inc. Steven Cahall - RBC Capital Markets LLC Bryan Kraft - Deutsche Bank Securities, Inc.

Good morning, and welcome to the SiriusXM Third Quarter 2017 Earnings Results Conference Call. Today's conference is being recorded. A question-and-answer session will be conducted following the presentation. At this time, I'd like to turn the conference over to Mr. Hooper Stevens, Vice President, Investor Relations and Finance. Mr. Stevens, please go ahead, sir. Hooper Stevens - Sirius XM Holdings, Inc.: Thank you, and good morning, everyone. Welcome to SiriusXM's third quarter 2017 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'll also be joined by Scott Greenstein, our President and Chief Content Officer, 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 to not 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 results 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. SiriusXM delivered a very strong third quarter in a challenging environment. We've added over 1 million net new self-paying subscribers so far this year. In the third quarter, we added 311,000 net new self-pay subscribers and are on track to attain our full-year guidance of approximately 1.4 million. We've reached 27 million self-paying subscribers and have more than 32 million paid subscribers overall. Our ARPU, total revenue, adjusted EBITDA, and free cash flow all reached new quarterly highs in the third quarter. We are pleased to once again increase all our full-year 2017 financial guidance across the board. David will go into more detail in a moment. But I want to point out that our 39.9% adjusted EBITDA margin is a full point above our previous record, and completely consistent with what we've been telling you for many years to expect from our business. We first told you in early 2011 when we had just barely reached the 20% margin for the first time that we would eventually attain 40% margins. And we have methodically marched our way to this milestone, maybe even a bit faster than some of you might have expected. All men may be created equal, but all business models are certainly not. Business models do matter. Once again, you see the strength of our model. We were able to grow revenue, maintain high variable margins, and convert a very high percentage of our EBITDA into cash flow. Clearly, our model is scaling and the financial engines of our company are firing on all cylinders. A booming September notwithstanding, U.S. new auto sales continued to soften in the third quarter. The SAAR was down from $17.5 million a year ago to 17 million in the third quarter of 2017. SXM-enabled vehicle sales were flat year-over-year, boosted by an increase in our new car penetration rate, to 76.5%, nearly a full point higher than in the third quarter of last year, and up nearly 2 points year-to-date. The total SXM-enabled fleet reached about 104 million vehicles at the end of the quarter, up 14% from 91 million at this time a year ago. Overall, the 2018 SAAR is expected to hold in the 16.5 million to 17 million range that we've seen since the first quarter. SXM used car sales, penetration, and trial starts all continue to grow at double-digit rates and, as expected, will serve as a source of growth in self-pay additions for many years to come. Of course, as the average age of SXM-equipped used cars increases, there will be some downward pressure on used car conversion rates, even as the absolute number of conversions continue to grow. Our radios are now found in about 35% of used cars transacting, up from approximately 31% this time a year ago. This penetration will continue increasing until it reaches the roughly 75% penetration we see in the new car market. Once our new and used car penetration rates reach parity, we expect our total installed base to be nearly 80% higher than it is today, reaching approximately 185 million enabled vehicles by the middle of the next decade. We now offer trials to used car buyers at nearly 30,000 total dealerships, with more than 18,000, or 90%, of franchise dealers on board, and nearly 12,000 independent dealers as well. This is an increase from about 24,000 dealers this time last year. We intend to expand this dealer count even further next year, although, of course, the math dictates that most of the additional dealerships will not be franchise, but rather smaller independent dealerships. Operationally, we are focused on improving and refining our performance. As with any quarter, the third quarter presented some fairly unique challenges, and we performed exceptionally well in spite of these challenges. We're particularly pleased with our stable churn and new car conversion rates despite these headwinds. In fact, third quarter churn was 4 basis points to 5 basis points better than a year ago, with improved voluntary and non-pay churn more than offsetting higher vehicle-related churn. And we had our best quarter ever for total conversions. While difficult to quantify with precision, there was certainly some impact from the hurricanes and extreme weather felt in parts of the country in September. There was a bump in vehicle-related churn during the third quarter, and some of this was certainly a temporary increase related to the storms. Our outbound call centers in Florida were down for a week, and we also temporarily suspended marketing activities to the affected areas out of respect for our subscribers. These steps modestly impacted conversion and win-back efforts. The effects, however, were short-lived, and operations are now back to normal. An often overlooked driver of our performance is the expertise we've developed in marketing directly to our trial customers and vehicle owners. We are constantly fine-tuning and refining these efforts to maximize activations from our growing funnel of trialers and the growing fleet of enabled but inactive vehicles. The challenge is breaking through the clutter, highlighting our exceptional content and easy-to-use service, and speaking directly to our trial customers to emphasize the excellent value proposition of satellite radio. Improved data analytics will greatly benefit these marketing efforts in the future, and the amount of data coming to us will vastly increase with the growth of connected cars and 360L. I'm pleased to report that the OEMs are making substantial progress toward connecting their cars. One of the last major OEM holdouts, Ford, has now announced steps to integrate connectivity into the vast majority of its vehicles by 2020. The timing of these rollouts dovetails nicely with our efforts to deploy 360L, as embedded connectivity strengthens the usefulness of our new platform. We continue to expect an announcement of 360L with a major automaker in January. As we have long said, the OEM cycle is very long, and 360L will be deployed gradually as OEMs update their lineups. But we are very pleased to be just around the corner for the first deployment. I think you'll be very impressed when you see it. 360L revolutionizes both our consumer offering and our ability to understand and serve our subscribers. With a better, more adaptable user interface, we will drive new functionality, such as time-shifting content on demand, personalizing music stations, and improving the display and accessibility of our sports content, just to name a few. The capacity constraints inherent to our satellite system will fall away. Using the embedded two-way connectivity of future cars will enable us to understand user behavior in 360L cars and over time, develop sophisticated recommendation engines to aid discovery across our deep line of content. If users can find more relevant content, it will certainly aid satisfaction and increase the perceived value of SiriusXM. The ability to convert, manage, and up-sell directly on screen in the car removes friction and should help conversions, non-pay churn, and ARPU. The benefits of this enhanced connectivity and 360L will touch every area of our business, and we're working very hard to be ready for the exciting changes to come. In conjunction with 360L, later this year, we will put into beta testing a new version of our Android and iOS apps, which will improve the foundation we have in place to drive an integrated multi-platform approach to consuming SiriusXM content. This new app will be rolled out fully in 2018, and we'll launch Howard video and a new way to personalize our music stations. Along with the various out-of-car platform launches we have discussed in recent calls, such as Amazon Alexa, we are making it easier to consume SiriusXM content everywhere our subscribers might want it. We have a real opportunity to leverage streaming as an additional access point for the household and, over time, perhaps drive growth from streaming-only households who do not have a satellite-enabled car. I'd like to share a few brief words on some of our strategic investments. We were pleased to announce on September 22 that we closed the final phase of our $480 million strategic investment in Pandora Media. Upon the closing date, David, Greg Maffei and I joined the board of Pandora. While it's obviously extremely early, we are pleased with the efforts of Roger and Naveen to chart a strategy to grow and eventually drive profits and cash flows at Pandora. We couldn't be more supportive of these efforts. Eventually, there will be areas where it makes sense for SiriusXM and Pandora to work together, but we will take our time getting to know their business and thoughtfully considering these options over the coming months and years. Our connected vehicle service unit continues to make substantial progress and readying new platforms and launching service in additional vehicles. We are also working diligently to expand the distribution and reach of our newly acquired products and platform from Automatic Labs. The heart of our value proposition will always be based on our great content offering, which truly offers the best audio entertainment, talk, news, comedy and sports programming available anywhere. To widen this moat, we are expanding the number of live broadcast events as a way to provide even more exclusive content and reward our valued subscribers. This Sunday in Nashville, the Eagles will play a special concert at The Grand Ole Opry House for our subscribers and invited guests. We'll be hosting a special private performance with Kelly Clarkson on November 3 in New York to celebrate the launch of her new album. Earlier in the quarter, we held special concerts with a wide range of established and emerging stars, such as Chicago, Lorde, Dwight Yoakam, The Killers, and The National, just to name a few. These shows were held in various parts of the U.S. and distributed nationally to our subscribers everywhere. We continue to add new voices across our talk, sports, and entertainment channels, including Super Bowl MVP, Phil Simms joining SiriusXM's Mad Dog Sports Radio channel as an NFL analyst, and coach Steve Spurrier as a college football analyst. Notably, we worked with long-time programming provider ESPN to launch a new and comprehensive 24/7 college sports channel at SiriusXM called ESPNU Radio. I'm particularly excited about this one. And I think if you listen, you would enjoy it very much. One of the biggest and most compelling voices we added was announced last week, a new weekly show exclusively for SiriusXM from Ricky Gervais, the award-winning comedian and actor. The show will be just as unconventional as Ricky with guest ranging from rockers to scientists. We continue to expand our extensive lineup of commercial-free music channels with the launch of two expertly curated channels. Turbo showcases hard rock from the 1990s and early 2000s, and PopRocks is, of course, pop rock from the 1990s and 2000s. We never sit still, and these are merely highlights of our ever-evolving content offering. So there you have it. Another solid quarter from SiriusXM in a more challenging environment. Steady growth continue with record levels of profitability, and we were a razor's edge away from a 40% margin in the third quarter. We are taking up all of our financial guidance as we head into the homestretch of the year, and we feel good about delivering our previously increased subscriber guidance as well. We are carefully deploying our stockholders' capital to external investments while continuing to return capital via buybacks and a recently increased dividend. It's always fun telling our story to investors, analysts and the media. SiriusXM is a completely unique and special company in so many ways. The only satellite radio operator in the world and a pioneer in subscription service that now reaches a significant portion of American households; a content and talent lineup like no other; an unmatched place in the dash of every OEM and growing strength across IP platforms, valuable spectrum assets; and of course, a scalable high-margin business model that generates tons of cash flow. Every day, our team seeks to leverage these unique assets and attributes to drive value for our shareholders. And we believe we have significant further opportunities to grow for many years to come. 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. Our third quarter results continued the strong performance we saw in the first half of 2017. As Jim noted, we're increasing our full year guidance for revenue, adjusted EBITDA and free cash flow, as the business continues to outperform our expectations. Similar to the second quarter, the third quarter saw the total number of SiriusXM-enabled vehicles on the road increase 14% even as SAAR in the quarter declined 3%. However, SAAR declines were offset by an increase in new car penetration to 76.5% from 75.7% in the prior year, resulting in flat sales of SiriusXM-enabled vehicles year-on-year. Our installed base is currently at 104 million vehicles on the road and is headed to 185 million vehicles in 2025. Total trial starts rose 5% in the quarter to 5.5 million. This was driven by a 14% growth in used car trial starts totaling 2.2 million, while new car trial starts were flat year-over-year at 3.3 million. At the end of the quarter, the new and used car total trial funnel was a very robust 8.9 million. The funnel contracted slightly sequentially in the quarter, as trial wins grew from strong prior quarter trials starts and shipments fell as SiriusXM-enabled vehicle inventory days contracted by 6 days to 81. And I'll tell you the contraction of inventory days is a very good thing. Used car gross additions in the third quarter 2017 represented just over 35% of the total self-pay gross adds in the quarter, a nearly 180 basis point increase versus the third quarter of 2016. We expect this share to climb higher in the future as our penetration rate in used car sales increases from about 35% today to eventually match the approximately 75% penetration rate in the new car market. Churn rounded up to 1.9% in the quarter, down slightly from the third quarter of 2016 as reductions in voluntary and non-paid churn rates more than offset pressure from an increasing rate of vehicle-related churn. All in all, a very strong result, especially when factoring in the impact to many of our subscribers from the hurricanes. Our best ever third quarter for self-pay gross additions, combined with our best ever quarter for total conversions and good churn performance produced 311,000 net new self-pay subscriber additions in the third quarter, which brought the self-pay subscriber base to approximately 27 million for the first time and total subscribers to nearly 32.2 million. Based on our performance so far this year, we are maintaining our full-year guidance for net self-pay subscriber additions of approximately 1.4 million. Moving on to the financials, total revenue in the quarter was up 8% to nearly $1.4 billion on the strength of our subscriber additions, as well as growth in ARPU. ARPU in the quarter was a record high $13.41, almost 3% above the $13.04 in the third quarter of 2016. Advertising revenue turned in yet another double-digit quarter, increasing 21%, thanks to continuing outstanding performance by our ad sales team. We're taking up our full-year guidance for revenue to approximately $5.4 billion. Contribution margin in the quarter was 71.2%, up 60 basis points versus the third quarter of last year with lower customer service and billing expenses and cost of equipment as a percentage of revenue more than offsetting the modestly higher revenue share and royalty expenses. While total subscriber acquisition costs were roughly flat year-over-year, SAC per install increased modestly to $30 from $28 in the third quarter of 2016 due to the prior-year period benefiting from a one-time OEM rebate. As a percentage of revenue, SAC fell 70 basis points versus a year ago, to 8.7% in the third quarter. Overall, cash operating expenses grew 5.5% in the quarter, well below the growth in revenue. Together, all of this produced record adjusted EBITDA of $551 million, up 12% over the prior-year period, resulting in an all-time high adjusted EBITDA margin of 39.9% in the third quarter, a 150 basis point increase from last year's third quarter. Based on the strength of this performance, we're taking up our full-year 2017 adjusted EBITDA guidance to approaching $2.1 billion. In the third quarter, we converted 79% of our adjusted EBITDA into free cash flow, which reached a record $434 million, up 22% year-over-year. Capital expenditures in the period totaled $87 million, compared to $65 million in the third quarter of 2016, with all of the increase driven by satellite CapEx. With strong cash conversion and visibility into year-end, we are also increasing our full-year 2017 free cash flow guidance to approximately $1.54 billion. Year-to-date, we have deployed approximately $2 billion in capital to the Automatic acquisition, the investments in Canada and Pandora, and returns of capital to shareholders through dividends and share repurchases. In the third quarter, we spent approximately $211 million to repurchase 39 million shares and paid $46 million in dividends to our stockholders, for a total capital return of $257 million. We also spent approximately $308 million in September to complete our investment in Pandora. In accordance with the fair value accounting method for this investment, we recognized a $69 million gain in other income this quarter. Also in other income this quarter, we booked a $44 million loss on extinguishment of debt for our previously announced redemptions of our $500 million notes due 2020, and our $600 million notes due 2021, and our $400 million notes due 2022. As a reminder, we continue to expect a new Copyright Royalty Board ruling in December which will set the majority of our music performance rights fees for the 2018 to 2022 period. We believe we have put on a very effective case, and the decision now rests in the hands of the judges. Lastly, a quick note on taxes. Our effective tax rate in the third quarter was an unusually low 28.3% compared to 36.5% in the prior-year period. This decline was driven by tax benefits in the quarter related to R&D credits and the excess of realized profits on options and RSUs over the accounting expense for employee stock compensation as a result of the continuing outperformance of our stock. For the full year, we expect our effective tax rate to be approximately 34%. Total debt now stands at approximately $6.7 billion with no bond maturities until August 2022, and an average coupon of 5.1%. Our debt-to-adjusted EBITDA was just 3.3 times at quarter-end, with cash on hand of $74 million and undrawn revolver capacity of approximately $1.5 billion. We entered the fourth quarter with ample liquidity to continue investing in the business, pursuing strategic investments, and returning capital to shareholders. And with that, operator, let's open it up for questions.

Thank you, sir. And we will take our first question from Amy Yong with Macquarie. Amy Yong - Macquarie Capital (USA), Inc.: Thanks and good morning. So just on the margin expansion, maybe, Jim or David, can you walk us through some of the cost buckets for next year and some of the initiatives you have going, and I guess specifically, the programming and content acquisition and maybe some of the SAARs (26:34) and cost initiatives you have going on? If you could talk through just kind of that 40% margin bucket? Thank you. James E. Meyer - Sirius XM Holdings, Inc.: So, Amy, first, congratulations on the birth of your son Chase. We know you're not getting a lot of sleep, so I know you're probably doing a little extra analysis on our company, but congratulations. That's really, really a neat thing. Amy Yong - Macquarie Capital (USA), Inc.: Thank you. James E. Meyer - Sirius XM Holdings, Inc.: David, why don't you start on trying to dig deeper, and then I'll jump in? David J. Frear - Sirius XM Holdings, Inc.: So, Amy, we've got sort of a long-term consistent record on margin expansion. We don't really see anything different next year that – the big nuts in programming renewals were done over the last couple of years. And while the absolute dollars spent on programming, for instance, will probably continue to increase, we think revenue will grow faster, so we'll get a little margin expansion out of it. We've always said that 40% or 40%-plus is not necessarily the most important goal, since what we're trying to do is drive the maximum free cash flow we can out of the currently 104 million vehicles we have on the road, and moving up to 185 million over the next several years. And so, if lower margins drive more total free cash flow, that's a more valuable company. Right now, we don't see that happening. But for instance, even in the third quarter, we could have driven the margin higher by backing off another spending, but we just think we're still spending – productively spending as much as we can to drive the organic growth of the business and still deliver great results for shareholders. James E. Meyer - Sirius XM Holdings, Inc.: Next? Hooper Stevens - Sirius XM Holdings, Inc.: Operator, can we go to the next question?

And we will take our next question from Vijay Jayant with ISI Group. Vijay Jayant - Evercore-ISI: Thanks. I have a couple. First on just your buyback intensity and given what I think the true active ownership of your stock is when you back out Liberty, I think Berkshire Hathaway and all the index funds. I mean, is it possible to keep having the same intensity of buyback given the float is so small now and your 10b5-1 is a function of the trading volume, which seems to be declining? So, can you just talk about your buyback opportunity and the limitations you may have there going forward? And the second question really is, given the mix shift that we've seen over the years, it seems – I think if you can correct me that – but self-pay funnel is about 75% of gross adds when you look at your various distribution and the mix of your OEMs, is that a fair number? Thank you. David J. Frear - Sirius XM Holdings, Inc.: Yeah. Vijay, to be honest, I'm not sure I understand the last question. Do you want to try it again? If not, we can always take it offline. Vijay Jayant - Evercore-ISI: Yeah, I can take it offline, but it just looks like your paid promotional net add numbers that we always get wrong. I'm trying to understand how we sort of think about growth – net adds goings forward given the various funnels and the mix shift between the OEMs... David J. Frear - Sirius XM Holdings, Inc.: Got you. Got you. Vijay Jayant - Evercore-ISI: ... when it comes to paid (29:48) promotional versus self-pay. Thank you. David J. Frear - Sirius XM Holdings, Inc.: Okay. Yeah. So from our perspective, what we're focused on is the self-pay net additions. And then we're focused on how many trials are running through the funnel. And to be honest, we don't spend a whole lot of time looking at paid promotional net additions. We have this – because we have a bunch of trials that generate revenue, we do report total revenue-generating subscribers. But the paid promotional net additions isn't something we spend a lot of time on because the unpaid trials are just as good as the paid trials. They're all potential customers. James E. Meyer - Sirius XM Holdings, Inc.: Yeah. I think just one other point on that, Vijay, we obviously have OEM economics that are constantly kind of seems like moving through for renewal. And I can tell you, when we go through those negotiations and the logic for those renewals, we simply concentrate on getting the best out of economics. We don't care – we don't care whether it's paid or not paid. What we care is, net-net, what's the best for us. David J. Frear - Sirius XM Holdings, Inc.: So on the buyback, Vijay, to be honest, we don't really look at the first way you described it, which is sort of backing out certain large holders, that we keep an eye on the second thing that you mentioned, which is the trading volume. And so we're looking at average daily trading volume. I can tell you we've been at this for, what, four years now, and pretty consistently over that period of time, including this year that we've been in sort of the mid-single digit ranges as a percentage of average daily trading volume. Now, needless to say, as the stock price rises and it's risen considerably over the life of the program, it takes fewer shares to buy back that same dollar amount. And so, so far, we're not seeing any restrictions placed on us by the liquidity of the stock in terms of meeting buyback sort of volumes. I would note that we talk about a $2 billion a year excess capital opportunity that we have that between the growth and EBITDA, the leverage you can put on that, as well as the free cash flow that we think for the foreseeable future we've got $2 billion a year to do something with outside of the normal business plan execution. Obviously, the first thing we'd like to do is spend that money to drive organic growth. The second thing that we'd like to do is find smart acquisitions and investments to sort of extrinsically drive growth. And then the last option is that, if we don't exhaust all of our capital with that, well then it's to prudently return it to shareholders. And so, I think all the elements are holding together. I will say that in the most recent quarter, we saw the same sort of declines in trading volume that I think the general market has seen, that I think it's probably happening in a lot of your universe. There's just – there's less stock being traded right now. Vijay Jayant - Evercore-ISI: Great. Thanks so much.

And we will take our next question from Barton Crockett with FBR Capital Markets. Barton Crockett - FBR Capital Markets & Co.: Okay. Thanks for taking the question. I know it's very early days in your relationship with Pandora, but there's one thing that I was very curious about. They obviously are a much bigger presence in ad sales than you guys are. But advertising has been a source of strength for you. So I was wondering if there's any early thoughts you could offer about the opportunity to partner with Pandora to help both of you guys do better on the ad front. James E. Meyer - Sirius XM Holdings, Inc.: So, let me start. And first, I couldn't be more pleased with where we are on our own ad selling efforts. If you look at how we've grown over the last particularly four years in that, it's really, really impressive and I'm – it's funny, I actually have a meeting with the ad sales team this afternoon to finalize our targets for next year. And I'm confident they got it right and that we've got the right leadership. In terms of your question on Pandora, I'm going to go back to what I said. David and myself are spending a prudent amount of time understanding how things work there. Frankly, we're spending most of our time on the advertising side of Pandora, just understanding how their model works and what the various levers are and how they are working. We just really haven't gotten – I'll be honest with you, we haven't gotten to the question yet of, is there any real foreseeable leverage between the two. Barton Crockett - FBR Capital Markets & Co.: Okay. All right. Well, if I could switch to one other question, you cited that the decline there in the paid promotional and there's some timing of car shipments, did the hurricane have any impact on the timing of car shipments that might have affected that subscriber number that came at the end of the quarter, maybe people didn't make as many cars, was that any impact there? James E. Meyer - Sirius XM Holdings, Inc.: I think two points. One for sure, and I want to reiterate what David said in his comments because I think it's important. The inventories needed to come down, period, okay? And so I'm really anxious to see where they are at the end of October. But I will tell you, from our standpoint, seeing the overall industry – inventory in the industry pull back in the third quarter was something that I think was overdue and bound to happen, okay? And so while that impacted our paid net – our paid additions, it was something that needed to happen, and frankly I'm glad it did happen. It's really hard for us right now to be real definitive on the hurricane. I can tell – and I want to be clear, the vast majority of the impact we felt in terms of car sales and replacement of cars is certainly the tragedy in Houston, and we're working our way through that. But I just don't feel that we can give you a credible number yet exactly what the impact of that was. And frankly, we're still trying to figure out where exactly the insurance checks lie, how many of them have worked their way through. And I just think it's going to take us another probably four to eight weeks to be able to fully understand what's happened. Barton Crockett - FBR Capital Markets & Co.: Okay, great. Thank you.

And we will take our next question from Jessica Reif with Bank of America. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: Thank you. I have a couple of follow-ups to the call. Jim, you kind of just mentioned briefly Automatic Labs. Can you give us any color on how you plan to integrate that? James E. Meyer - Sirius XM Holdings, Inc.: Yeah. So, we spent a lot of time understanding the capability of the organization. We spent time obviously doing that before we purchased it. But now, how can we accelerate it? There's many startups, as you're well familiar, Jessica, they get capital-starved. And we think that by being able to prudently put capital to work at Automatic Labs, we can accelerate the product road map. And so that's been our first focus. And I feel really good about where we are. As I've said before – I didn't say in my comments today – we hope to have more to say about this strategically in the first half of next year. I'm pleased where we are. We have a lot of conversations under way with various distribution channels. We don't have anything concrete to say yet, but I will tell you, today I'm more pleased that we bought Automatic Labs even than I was three months ago. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: And then I have a couple more questions, so I'll just throw them out now. You had several comments, you spoke about 360L. Can you talk about how that will impact, or how you're thinking about programming and advertising once that rolls out? You had also mentioned, Jim, Howard's video, but it was like such a quick comment, I'm not sure I got that. And then David had mentioned like what – where you're going with that. And then David had mentioned the music royalty negotiation (38:32) that you finished presenting your arguments and it's in the judges' hands. Are you likely to pass through any change as you have in the past? Can you give us any comments on that? Thank you. James E. Meyer - Sirius XM Holdings, Inc.: Well, let me take them kind of one at a time. So on – I'll take the easiest one first. That Howard video, we're – as I reported before, we're working really hard. We've very, very close to what we think is a nice addition to our product lineup. We're going to take it to market thoughtfully, and test it before we make it available to all our subscribers. It will be a key part of our new app functionality, which we certainly will have available in the first half of next year. And I think, just stay tuned on that one, and I'm pretty excited about that. One other point on that, Jessica, and thank you for asking, you should probably expect something new from us in the app about every four or five months, in terms of, with video – Howard video being the first and then kind of enhancements all along. And I think why that's important is, it tells you the way we're thinking about the combined experience we want our customers to have. In terms of 360L, when you see it working in the first vehicle, it's going to become really, really clear how much it enhances our content experience with our subscribers, fundamentally in two different ways. It gives us a real link to be able to understand what they're listening to and, more importantly, what they've asked, what they've shown interest they would also like to listen to. And as importantly, it lets us, in a much finer way than satellite, customize and personalize that experience across all of our content for those subscribers. We haven't really evaluated what 360L might do for us in the ad world right now. That's still to come. As I said, it's going to take some time for the 360L base to grow. And so I think we have plenty of time to grow into that. And then, David, do you want to answer the last question? David J. Frear - Sirius XM Holdings, Inc.: Yeah. The Music Royalty Fee, I think at this point, Jessica, that we'll wait and see what we get out of the judges. And then, just like we did five years ago, we'll evaluate what comes out. We'll – if there's any change in royalty rates, up or down, we'll talk with the marketing team and take a look at what we want to do with the MRF. Any change to that, we do look at and evaluate in the same way as we do any price increase. And even though we are just passing through the royalty cost, we still treat it as a price increase, and we're pretty cautious about (41:30) price increases. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: Great. Thank you.

And we will take our next question from Jason Bazinet with Citi. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: I just had a longer-term question. When we speak to bears about your company, a lot of them focus on the fact that it's satellite delivery, right? And you guys are sort of focused on 360L to make it more interactive. But at the same time, because of the way I think the royalty regime works, once you sort of make that pivot in a big way, it sort of makes it a worse business, because of the royalty payments. So, can you just sort of talk about how philosophically you're thinking about giving the consumer sort of more interactive capabilities, but sort of not damaging the business and the health of the business and the cash flow the business generates, as we sort of make this pivot? David J. Frear - Sirius XM Holdings, Inc.: So, Jason, let me say a couple of things, and then I'll turn it over to Jim. I'll tell you, I think you're on the wrong track. So, one – and maybe I'm old school, but satellite delivery in what are increasingly burdened and challenged terrestrial networks, which is not going away as they expand bandwidth, the ability to broadcast 25 megahertz into the car for the foreseeable future is just huge. The second thing on the royalties that our Internet – we charge for Internet listening. It's not a free service. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Sure. David J. Frear - Sirius XM Holdings, Inc.: And so, actually, when you do the math on what the webcaster rates are, how much of our content – how much of the content on our platform consumed is not royalty-bearing because it's talk, news, or sports, and then consider the utilization actually of sound recordings and apply the rates, I don't know that you would get to the conclusion that it's a worse business model. I don't think that's the right thing, at least not for us. I mean, for a long time now, the royalties as a percentage of our Internet revenues have actually been below, as a percentage of revenue, what the satellite radio business has been. James E. Meyer - Sirius XM Holdings, Inc.: Yeah. So, Jason, I just want to make one comment also, and I appreciate the question. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Sure. James E. Meyer - Sirius XM Holdings, Inc.: And that is, this will really surprise you, but I think the bears just get it wrong, okay? And I think we're proving every quarter they got it wrong. And by that I mean, I start with a really simple concept, which is however our customers want to get SiriusXM, we're going to give it to them. Okay? And the public – we didn't drive the deployment of these huge IP networks, the public did. And so I think as you see these things deployed over a long period of time, the bears kind of assume that we're only going to deliver through satellite, that's simply not true. We're going to deliver it in a thoughtful and easy-to-use way any way our customers want it. And that's what we're driving. My key concern, quite candidly, is we don't actually know where the mix will go over a long period of time. What I want to make sure is that there is no reason technically we can't do whatever we want, and the customer then will choose how they want to – how they want – the key to me is that they still continue to listen, and that's what we're concentrating on. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Understood. Thank you very much.

And we would take our next question from Steven Cahall with Royal Bank of Canada. Steven Cahall - RBC Capital Markets LLC: Yeah, thanks. A couple of questions. Maybe first, just wondering with the new relationship with Pandora, how you're thinking about your current average demographics and how you might look at possibly diversifying particularly getting your average SKU a little bit on the younger side and how that relationship might help you retarget. And then also if you could just maybe size what marketing step-down was in the third quarter related to the storms? And if you're thinking tactically about how you can market in those areas to the probably million-plus homes that are going to be looking for new cars with insurance checks and what you might be able to do from a boots-on-the-ground perspective to capture that market? Thank you. James E. Meyer - Sirius XM Holdings, Inc.: So two things, first on Pandora, I want to remind you again. Our position on Pandora today is an investment, okay? And I think my comments were right down the middle. We are taking our time and evaluating that. Now, that said, we have research that shows us that somewhere between 50% and 60% of our customers – our customers, our paying customers, also bringing (46:33) Pandora. So certainly, I don't think this is a demographic issue going forward. I think one of the issues we'll try to evaluate thoughtfully over the next year to 18 months is what type of an opportunity is there to cross-promote perhaps to drive on equation where for both companies one plus one might be more than two. But there's really no more to say about that than purely the thought I just gave you. There's not a lot of definition beyond that. Number two, I didn't give a number on the marketing because the truth is I don't know, okay? I don't know what the impact of the storms was. I do know we lost some business during the period. I do know that we believe we behaved absolutely the right way out of respect to those areas that were hit so hard by backing off on our marketing initiatives during that timeframe. But what I can tell you is we're back to normal. I would expect the change in the replacement of the vehicles to work itself out over a period of time. But you have to remember that lot of those cars are going to come back in with 3-month trials, 6-month trials and 12-month trials, and we'll just have to wait and see what that mix is as it averages out over the next 6 to 12 months. David J. Frear - Sirius XM Holdings, Inc.: Okay. Thanks, everybody.

And we will take our next and final question from Bryan Kraft with Deutsche Bank. Bryan Kraft - Deutsche Bank Securities, Inc.: Hi, good morning. I had two questions on subscriber trends, and I'm sorry on the first one if I missed it in the prepared remarks. But can you talk about what the trends were in the used car trial starts this quarter, and is it still ramping with the same intensity as you're getting deeper into the independent dealers? And then the second question is on win-backs or straight to self-pay. Curious as to what kind of trends you're seeing there. Is that still growing alongside of the used car dealer program growth, or is that used car channel starting to substitute some of the demand that have been coming through the straight to self-pay? Thank you. David J. Frear - Sirius XM Holdings, Inc.: So, the used car trial starts were up 14% in the quarter, and so continuing to show strong growth. As you point out, as we get deeper and deeper into dealer penetration that the growth rates, just as the business get bigger, have got to slow a little bit. And as our network of reporting dealers increases, there is going to be less of that sort of win-back or over the transom activity where things just come straight to self-pay on their own. But all that's factored into the overall numbers that we got. We still have the used car additions with a 35% share of total self-pay growth. And that is going to slowly but steadily drive up higher and higher and higher for the next several years. Bryan Kraft - Deutsche Bank Securities, Inc.: Okay. Thanks, David. James E. Meyer - Sirius XM Holdings, Inc.: Thank you. David J. Frear - Sirius XM Holdings, Inc.: Thank you.