Greetings. Welcome to Sirius XM’s fourth quarter and full year 2023 operating and financial results conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If you would like to ask a question, please press star, one on your telephone keypad and a confirmation tone will indicate your line is in the question queue. You may press star, two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. If anyone should require Operator assistance during the conference, please press star, zero on your telephone keypad. Please note this conference is being recorded. At this time, I’ll turn the conference over to Hooper Stevens, Senior Vice President of Investor Relations and Finance. Mr. Stevens, you may begin.

Thank you and good morning everyone. Welcome to Sirius XM’s fourth quarter and full year 2023 earnings conference call. Today, we will have prepared remarks from Jennifer Witz, our Chief Executive Officer, and Tom Barry, our Chief Financial Officer. Scott Greenstein, our President and Chief Content Officer will join Jennifer and Tom to take questions during the Q&A portion of this call. I would like to remind everyone that certain statements made during this 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 upon 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 Sirius XM’s SEC filings and today’s earnings release. We advise listeners to not rely unduly on forward-looking statements and disclaim any intention or obligation to update them. As we begin, I’d like to remind our listeners that today’s call 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 Jennifer.

Thank you Hooper, and good morning. It’s an exciting time for Sirius XM as we continue the transformation across all aspects of our business, and we appreciate your time today. We’ll start by reviewing our strong 2023 results. I will highlight major strategic achievements and Tom will present the financial details. Today’s call will also focus on Sirius XM’s future emphasizing three main goals: enhancing our subscription value including building on our recently launched next-generation Sirius XM experience, driving growth in our ad business, and optimizing our organization’s focus and cost structure. All this comes alongside the announced Liberty Media transaction aimed at creating a streamlined and more attractive equity structure. In 2023, Sirius XM exceeded expectations with strong operating and financial performance, including surpassing our adjusted EBITDA and free cash flow targets. I’m also pleased to report our self pay net adds returned to positive growth in both the fourth quarter and the second half overall. This growth resulted from improved streaming and in-car net additions and was bolstered by continued positive responses to a robust content slate led by new artist stations from high profile talent, including John Mayer. More on that in a bit. We also maintained our incredibly low subscriber churn at 1.6% despite increases in vehicle-related turnover during the year. Our 2024 guidance anticipates improving year-over-year self pay net add results but with slightly lower revenue and adjusted EBITDA and steady free cash flow. While early indications are showing signs of positive impact from our business investments, it will take time for these to fully reflect in our subscriber and financial metrics. The challenge to 2024 revenue comes from roughly level subscriber numbers and a modestly softer ARPU, partially from a more diverse subscriber base with more streaming-only subscriptions. This shift coupled with an ad market that remains uncertain influences our revenue outlook. Against this revenue backdrop, we’re focusing on cost efficiencies even as we invest in content, marketing and our technology platform. This approach enables us to maintain stable EBITDA margins and cash generation in 2024. I am confident the investments we continue to make in our business have us on a path to return to sustained long term subscriber and revenue growth. Today, in-car subscribers remain the vast majority of our 34 million subscribers and continue to be essential to our business. This past year, we extended long term agreements with Mercedes Benz, Volvo and Honda and launched new partnerships with EV manufacturers Rivian and Polestar to integrate Sirius XM into their vehicles this year. Our biggest priority this year with OEMs is to boost 360L adoption as we see positive trends in conversion, retention and ARPU among self pay subscribers with 360L vehicles. Sirius XM’s software-forward user experience offers a broader set of IP delivered content, including more music channels, personalized artist stations, live sports features and more, making our in-vehicle recommendations critical to enhancing subscription value, and standardization of personalization and content discovery features across 360L vehicles will accelerate with growing adoption of the Android Automotive operating system. Most importantly, 2023 was a year of building and our strategy initiated over a year ago to launch a next-generation platform driving future growth remains firmly on course. Many of you joined our media event in November where we discussed the benefits of the new platform, and while we are still very much at the early stages of this journey, our new Sirius XM app which launched on December 14 is yielding promising signs of improved engagement. With most of our existing mobile users now transitioned to the new app, we are seeing the recommendation engine performing well and exposing listeners to a greater breadth of content, a key driver of improved discovery enabled by the new personalization features. We are also already seeing significantly better quality of service metrics, including a reduction in our time to live latency by nearly 90%, which is core to our unmatched sports play-by-play offering. We are actively listening to customer feedback and with a new infrastructure in place, we’ve already released a series of app and web player updates and have plans for rapid and continuous improvement in the weeks and months ahead. We also introduced our new Sirius XM brand last quarter, reflecting a more modern look and feel. The all-new logo embraces our roots as home to the stars and brought back our beloved dog mascot, Stella, who shows up as an icon for content discovery in the new app. Again, it’s early days, but we’re already seeing a positive lift in brand perception among the growth audience segments we are looking to attract. Our new brand marketing strategy leans into fandom to showcase our differentiated offering across music, sports, talk and podcasts that bring fans closer to what they love. In the fourth quarter, we expanded our unique content portfolio with the launch of exclusive new artist channels with John Mayer and Kelly Clarkson, who love the direct connection they get to their fans, along with fresh new genre channels tailored to capture the interests of younger audiences. The channels are all performing well and showing strong listening, especially with streaming trialers. In Life with John Mayer, the talented guitarist and songwriter experiments with new programming formats defining his channel not by genre but by the time of day, as well as the day of the week. The channel has quickly become a hit and one of our most listened to artist-branded channels. We also introduced another podcast from the legendary Levar Burton, his new children’s show, Sound Detectives. The podcast, which recently wrapped, is distributed broadly as part of our Sirius XM podcast network and quickly soared to the top of the charts, ranking number one in kids and family on Apple Podcasts. As we continue to build out our portfolio of content on air and through podcasts from leading hosts, we’re also very excited about today’s launch of our new show with James Corden, This Life of Mine. This brings the iconic host into audio for the first time with his new interview series airing exclusively on Sirius XM. New episodes will be released weekly with a guest line-up including Martin Scorsese, Kim Kardashian, David Beckham and more. Earlier this week, we announced a new multi-year agreement with SmartLess Media and its founders, Will Arnett, Jason Bateman and Sean Hayes, that brings their hugely successful podcast, SmartLess to Sirius XM. It’s a comprehensive deal that strengthens our industry-leading position in podcasting by giving us the most top ranked podcast of any player in the space. It also enhances our Sirius XM subscription business with a wide array of benefits only available to our subscribers, from windowing new episodes to events to making portions of the library exclusive, and it strengthens our advertising business given the scale of SmartLess, which will be exclusively represented by our advertising sales group, Sirius XM Media. Speaking of our advertising business, total ad revenue remained relatively flat with fourth quarter and full year down less than a percent. Podcasting and programmatic continued to be strong growth drivers throughout the year. These positive results, despite challenges faced by the ad industry throughout the year, highlight the value we offer with our flexible network approach, which ensures brands connect with their target audiences regardless of the platform. This year, we will focus on expanding advertising services and investing in capabilities with many powered by generative AI to enhance monetization and efficiency for marketers. In short, we are confident that our strategy in the advertising business is the right one. As we progress on this transformative journey, we will utilize cutting edge technologies to ensure listeners benefit from an increasingly seamless and personalized connection to our unique content however, whenever and wherever they want, and as we expand efforts to reach new listeners, drive trials and improve our already strong retention by enhancing our value proposition, we look forward to the upcoming roll-out of our content sharing collaboration with Audible later this quarter. This collaboration will bring select Audible content into Sirius XM and highlight Sirius XM programming on the audio storytelling platform. In a largely commoditized streaming music market where consumers are confined to algorithmically driven or self-selected playlists, we are deliberately investing in human curated and live audio experiences featuring high profile and up and coming talent. Our strategy aims to attract and retain listeners seeking community and connection by providing them with unique opportunities to get closer to the artists, hosts and content they love. In closing, I am pleased with our durable financial performance in 2023 and we are confident we will deliver improved year-over-year subscriber results in 2024 and maintain strong cost discipline during this transformative phase as we work to drive long term growth and stockholder value. With that, I’ll turn it over to Tom.

Thank you Jennifer and good morning everyone. As Jennifer highlighted, we closed the year on a positive trajectory, achieving robust financial and subscriber results that either met or exceeded our goals. Importantly, in 2023 we strengthened our path to future growth with the successful launch of our new app, began the process to streamline our equity structure through the proposed Liberty transaction, and executed on meaningful strategic cost initiatives. In 2023, revenue was steady at $8.95 billion, consistent with our guidance of approximately $9 billion. Total subscription revenue and advertising revenue remained nearly flat for the full year at $6.9 billion and $1.8 billion respectively. Full year 2023 adjusted EBITDA and free cash flow were $2.79 billion and $1.2 billion respectively - this means we outperformed our original guidance for adjusted EBITDA by nearly $100 million and outperformed our original guidance for free cash flow by about $150 million. In fourth quarter, revenue was largely unchanged at $2.29 billion with subscription and advertising revenue at $1.7 billion and $479 million respectively. Adjusted EBITDA saw a 4% decline to $715 million. The decrease can be attributed to a rise in revenue share and royalty expenses, sales and marketing, and engineering design and development expenses offset by lower customer service and billing, G&A, and transmission costs. Net income for the quarter was $352 million or $0.09 per diluted share. Free cash flow continued to be back-weighted during the year, coming in at $445 million in the quarter. Turning to the segments, in the Sirius XM segment we delivered $1.7 billion in revenue, down less than 1% year-over-year. Sirius XM’s advertising revenue remained challenged, which we believe is a product of the tough broadcast advertising market. ARPU during the fourth quarter and full year 2023 was $15.63 and $15.56 respectively. It benefited from the March 2023 price increase of select full price plans, but this was offset by the effect of promotional self pay subscription plans, the lower advertising revenue mentioned, and lower paid promotional rates from certain OEMs. Gross profit in the Sirius XM segment for the fourth quarter decreased 2% to $1.04 billion compared to the $1.06 billion recorded in last year’s fourth quarter, representing a margin of 61%, down only one point as we absorbed roughly $20 million in higher music royalties. For the full year, gross profit was $4.15 billion, also at a 61% margin. In the Pandora off-platform segment, total revenue was $571 million and $2.1 billion for the fourth quarter and full year respectively, an increase of 2% and 1%. Advertising revenue in the segment of $436 million increased 4% sequentially and 1% year-over-year, driven by continued strong growth in our podcasting and programmatic ad sales. Podcasting revenue saw a 22% year-over-year lift in the quarter while programmatic podcast revenue increased 12% sequentially and 97% year-over-year. Gross profit in the Pandora off-platform segment of $193 million for the fourth quarter represented a margin of 34%, up from 32% in prior year fourth quarter. Full year gross profit in this segment was $638 million and margin of 30%. We returned approximately $102 million to stockholders in the fourth quarter through our regular quarterly dividend, which has increased by 10%. Full year capital returns totaled $657 million, including dividends and share repurchases. We ended the year with net debt to adjusted EBITDA of 3.2 times. We had $216 million of cash and equivalents and our entire $1.75 billion revolver was undrawn and available at year end. Last week, we closed our new $1.1 billion term loan A delayed draw facility that will replace the 364-day bridge loan commitment. We intend to draw that facility as part of the closing of the Liberty transaction. Additionally as an update on the Liberty transaction, Liberty Media filed their Form S-4 on Monday, and we still expect the transaction to close early in the third quarter. At the end of the third quarter, per SEC rules, we suspended our share repurchase plan in response to Liberty’s proposed offer. While the transaction is pending, we anticipate remaining out of the market. As we look forward beyond the Liberty transaction, we will continue to target leverage in the low to mid three times range, and we anticipate being back in this zone during the second half of 2025. While we will primarily focus on deleveraging, we will continue our dividend policy and have the flexibility to be opportunistic on share repurchases. In addition, we continued to focus on further strategic cost saving efforts this year. In 2023, we attained approximately $140 million of cost savings through the org structure optimization, continued consolidation of our real estate footprint, and broad operational efficiencies. In 2024, we are targeting nearly $200 million of additional costs savings with more efficient allocation of resources in marketing and programming, along with more efficient approach to customer service. This year, we are stepping up on socially responsible tax equity investments in cleaner energy technologies, including industrial carbon capture and storage. These investments will produce tax credits and related tax losses. Over the next seven years, we currently expect to generate more than $250 million in net after-tax cash benefit with the bulk of these benefits coming in the latter portion of the contract. The payment of these equity investments will be classified as investing activities from a cash flow perspective, while the tax credit and losses will benefit our federal cash taxes and operating activities, increasing our free cash flow available to reinvest in our business and return capital to the stockholders. These agreements contain customary termination provisions should tax laws change or the projects not perform as expected, and as previously discussed, we will see continued free cash flow tailwind as both satellite and non-satellite capital expenditures decline significantly in the years ahead. Finally, earlier today we released our 2024 guidance projecting revenue of approximately $8.75 billion, adjusted EBITDA of approximately $2.7 billion, and free cash flow of approximately $1.2 billion, excluding the cost and incremental interest expenses arising from our pending transaction with Liberty Media. We anticipate providing an update to our free cash flow guidance upon closing. As Jennifer mentioned in regards to self pay net adds, we expect to see an improvement in our performance versus 2023. With that, I’ll turn it over to the Operator for Q&A.

Thank you. At this time, we’ll be conducting a question and answer session. [Operator instructions] Our first question this morning is from the line of Cameron Mansson-Perrone with Morgan Stanley. Please proceed with your questions. Cameron Mansson-Perrone: Thanks, good morning guys. First one is for Tom. You mentioned the $140 million of cost optimization that you were able to achieve this year, and then the $200 million you’re targeting in ’24, so I guess I was just wondering if you could unpack that $200 million number a bit. You call out, I think marketing, programming and customer service in the release, but just across those buckets, where do you see the most opportunity to limit expense growth this year and realize those savings? Then one more, if I can, for either Scott or Jennifer - big new agreement signed for SmartLess. Jennifer, you mentioned some of the benefits from that deal in terms of strengthening that business and then supporting--using some of the content to support subscription strength. But just generally, what does a big deal like this indicate in terms of how the podcasting business is performing for you, and then how do you plan to leverage that content outside of what you mentioned, if any other areas, and how do you think about the podcast opportunity just overall, would be really helpful. Thanks, guys.

Okay, great. Thanks Cameron for the question. Unpacking the $200 million in 2024, there’s a lot of moving pieces, as you can imagine, but as I summarized, it’s programming, it’s marketing, and there’s customer service, but I would say a couple extra things. When you look at marketing, for example, marketing was up slightly year-over-year, but I would say we’re investing a lot more in the streaming side and so we’ve optimized our marketing costs, so the savings of the $200 million is being reinvested as we approach more targeted and more performance-oriented marketing on the streaming side, so a lot of it is add-back from that standpoint. I would say the second point on it is as we work on building out our tech stack in 2024, there will be impact on various parts of the business, whether it’s customer service or whether it’s programming, so we have a lot of moving parts there going into it, so the savings are actually spread throughout the business. But it’s also--you know, there is overall net savings as part of it, but when you look at the number, a lot of it is going to be offsetting various costs that we’re incurring as we transition our platform and move to more of a streaming approach on 2024.

Yes, and I’ll start on SmartLess and then hand it to Scott, just to add in. We’re really thrilled to be working with Will Arnett, Jason Bateman and Sean Hayes on this - I mean, they’ve put together a phenomenal podcast network, including their really significant podcast, and it really just benefits all parts of our business. I think we were able to come to a great place with them where we’re broadening their exposure, bringing some content to Sirius XM subscribers specifically, but also just adding to our overall podcast network and positioning us really strongly in terms of representing from an ad standpoint a lot of major podcast content in the industry. Scott, you want to comment more specifically?

Sure, thanks Jennifer. A couple of things. One is the podcast thing and industry is really still in the second or third inning, so it’s evolving; but it’s starting to shake out in a reminiscent way of terrestrial radio and some other things. The top 10 in podcasting largely has stayed the same for a while, and by all the charts, we have three of the top 10, some four of the top 10, we’re averaging about 175 million monthly downloads in that network. The goal always was two things: to create the ultimate suite of assets that we could fine-tune and calibrate between what would be best for a curated subscriber pay model and to continue to build the most robust podcast network of an audience that filtered and funneled our ad sales model. I think we’re getting close to that point, so that’s one thing. Secondly, as everybody knows, our content differs than most other certainly audio services, generates enormous, enormous amounts of our own media, and we’re starting to see podcasts now do that as well, so when you combine what we’re doing on the Sirius side and the podcast side, we’re now feeding--you know, the costs are the costs, but they’re feeding a huge amount of free earned media, so we like that. In addition, the new talent that is going to distinguish itself in audio is going to come out of podcasting, and generally when you’re the leader, young podcasters want to be at that network - it’s no different than anything else, and we feel really good that we’re going to be an attractive platform for that. As you can tell with SmartLess, we announced about doing our Crime Junkie and Audiochuck channels on Sirius, we’re going to start to use assets, as I said, to calibrate what might make sense on both sides of the paywall, and adding SmartLess along with Conan O’Brien, Crime Junkie, Crooked, Dateline and others, we just feel really good about the position we’re in with this, so we look forward to more but we feel we’re perfectly positioned right now. Cameron Mansson-Perrone: Great, thanks guys.

Our next question is coming from the line of Vijay Jayant with Evercore ISI. Please proceed with your questions.

Thank you. Two, if I could. Just when I think about pricing for the satellite product in ’24, typically you have a dollar monthly increase every alternate year. Given all this transition, is this a year we should expect a rate increase there? In your implicit guide, obviously I’m assuming the streaming product is going to grow, so it sort of implies that--does it imply that the satellite paid subscriber base is going to decline in ’24, and if that’s the case, then the impact on ARPU, given the streaming product is priced lower than your average ARPU, is there some sort of offset to that in pricing? Thank you.

I’ll let Tom comment on ARPU in a second, but just as it relates to pricing and a rate increase, we’ve done--Vijay, our last two rate increase were pretty close together. We did one in late 2021 and another one in early 2023, so we have had a history of approximately every other year and we’re anticipating another rate increase next year, so this would be a year without a rate increase on our full price packages and that plays into our revenue guide. We are really excited about the $9.99 price point on our streaming-only plan and believe that it enables us to really address a broader market. We’ve talked a lot about the growth audiences and positioning ourselves as complementary to a music streaming service because of the nature of our content and how differentiated it is. It’s really early days, obviously, since the launch - we’re only about seven weeks in, but we’re very excited about what the streaming product and the market and the product market fit it provides these growth audiences, can provide from a tailwind standpoint to overall revenue growth. We believe that there is limited risk of cannibalization, for instance, between the in-car base and our streaming growth because they’re very different products. Yes, you talk a little bit about the impact of growth in streaming and ARPU overall, but we believe we’re well positioned as we continue to add more value to our in-car packages to execute on rate increases going forward, but also drive volume across both in-car and streaming bases in the future. Do you want to comment on ARPU otherwise?

Yes, I would just add, Vijay, that I think we look at it as in a growth approach to our subscriber base, we felt a more affordable and competitive streaming plan at $9.99 will be attractive to the younger, more urban audience, and so by expanding the demand and expanding our TAM, we believe it really won’t cannibalize, but we look at it as additive to our overall subscriber base.

Great, thanks so much.

Thanks Vijay.

Our next question is coming from the line of Barton Crockett from Rosenblatt. Please proceed with your questions.

Okay, great. Thank you for taking the question. I guess a couple, really kind of thinking about the sub trends and the ARPU dynamics here, drilling into that a bit. You have an expectation that you’ll be growing your self pay ads over the course of the year, but I also noted in your earnings release, you’re talking about a decline in the free trial base at the end of the year in 2023, so I’m just wondering if there’s any kind of quarterly cadence we should think about, maybe if there’s some pressure on self pay near term reflecting the free trial that maybe turns around as we go through the course of the year, that you can talk to. Then in terms of ARPU, one of the things that I thought you guys were thinking about with your approach to grow the growth demos, was not just the $9.99 streaming offer but also maybe some pricing changes on the satellite radio packaging and maybe some lower price opportunity there. I was wondering if you could talk to that, if that’s still part of the plan or any update on how you’re thinking.

Yes, thanks for the questions, Barton. On the self pay net adds for 2024, we haven’t provided a specific number in guidance, as you know, but our plan is to improve net adds year-over-year. We certainly hope that puts us in a position to have positive net adds, but it’s really too early in the year to provide any more specificity about that. But as you highlighted, obviously one of the big factors in driving self pay net adds is the trial funnel. We had this dynamic last year as well, where fourth quarter trial starts were a little lower than third quarter, and that will put some pressure on first quarter conversions. I think as you look at seasonality for self pay net adds this year, it will look pretty similar to last year, where we would expect probably some declines in early part of the year but positive adds in the latter part of the year, so similar seasonality, similar trajectory. Last year, we delivered on our goal and commitment to have better self pay net adds sequentially quarter over the course of the year, and we would look to do that this year as well. We did address that in the fourth quarter, we saw the 130,000 self pay net adds - we were very pleased with that result and with contributing factors of improvements in both streaming and in-car net adds, and we’d expect that to also be the case for 2024. On your question about satellite or in-car pricing and packaging, we are in the market testing some different packages, and you’re right - we are looking expanding the price points and packages we offer on the in-car side of our business. We do believe there is room to capture more demand there as well among the growth audiences. It may be that many of those potential listeners want a streaming-only package, but we are going to have more technology in place to be able to move customers more seamlessly between the embedded in-car experience and our streaming experience. Today, most of our streaming-only subscribers are listening outside of the car predominantly, and so there is again an opportunity, I think, to lean into that, to build growth but also make it easier for customers to move. Obviously they can listen on the app in the car as well, but there is enhanced benefits to the embedded experience in the car. We’ll have more to say on pricing and packaging for the in-car base over the course of the year. A lot of that comes with the migration to the new tech stack for in-car, which will start later in the second quarter and will proceed through the different elements of that tech stack throughout the year, but I’m really excited about the flexibility it will give us in pricing and packaging, some of the things Tom mentioned about how we’ll support customers and customer service, better identity and better tech overall.

Thank you.

Our next question is from the line of Steven Cahall with Wells Fargo. Please proceed with your questions.

Thanks. Jennifer, I think a lot of the investments you made in 2023 were about trying to improve future conversion rates, especially with younger car buyers. Could you help us on maybe what you started to see, either late in 2023 or what you’re expecting in 2024, in terms of those proof points around conversion with the updated app experience? Then to follow on Vijay’s question just around mix shift as you’re ramping up on streaming only, it seems like this should be positive for volumes but it is a heavily discounted product versus in-car, and I would guess that a lot of drivers today just don’t have the connectivity issues with their phones that they might have had once upon a time, so how do we think about ARPU longer term as you start to shift the mix towards in-car and streaming only? Thank you.

Sure, thanks Steven. On conversion rate, much of the benefits that we would expect to have roll through on the in-car conversion rates are really going to come towards the latter part of this year. What we launched in December, as you know, is our new overall tech platform but primarily supporting our new streaming app, so we would expect to see progress in streaming first. Where the new tech platform currently benefits our in-car trialers and subscribers is where we have 360L in place. We have a much better search algorithm and a back end that will support recommendations in 360L, and with--so where we’re going to see improvements this year on conversion rates will be--especially with younger audiences, will be where we can improve in 360L, because we know that 360L receives higher conversion rates than non-360L, and also across really our base of trialers as we improve marketing. That is--you know, when we have 360L, we can leverage the data obviously to provide better personalized marketing, but even if we don’t have 360L, so across the non-enabled vehicles in new and used, we’ll have better marketing capabilities to personalize based on other data points, but that’s going to take time to build out. We do have improvements in our overall marketing technology stack, using sales force that will be in place starting later in the second quarter and rolling through into the third quarter. It’s very much tied to the overall migration of our in-car platform, so earlier in the year, we should certainly have more to talk about on the progress we’re making in streaming as a leading indicator there. Then just on your question about mix shifts, we really believe that there is really two components here to demand and our subscriber base. We have a very loyal and passionate subscriber base in our core segment, who we believe we have the opportunity to continue to raise price going forward as long as we continue to enhance value through product improvements and content additions, which we’ve had a history of doing, and we also believe we have an opportunity to open up more demand with the younger generations, whether it’s streaming or in some of the new packages and price points that we’ll be launching towards the second half of the year. It is a factor that we need to look and watch for cannibalization, but we really don’t believe it’s a concern today, and of course we have the opportunity going forward to the extent that the streaming package at $9.99 is so compelling, it creates some risk to cannibalization of the in-car base, we can adjust pricing accordingly. Of course, our in-car product includes a lot more than just streaming, right? You can use streaming anywhere you want to listening simultaneously with using the in-car product.

Thank you.

Jennifer, one other thing to add on the younger demo point is, as has been well documented and you mentioned, the content was built for our core demo, and they’re still as passionate as ever. This year alone, when you think about John Mayer, James Corden, Kelly Clarkson, Carrie Underwood, Will.i.am, Shaggy and some of these others that are being really launched and will bloom throughout ’24 and beyond, this is a content play on a younger demo, and generally our track record as a company, when we put out premium content and it’s marketed and they’re aware, it sometimes takes a little time but they generally are attracted to that content. This is really the first time we’re going to have significant content for a younger demo - we’ve always had it, but now it’s got the mega brands and people that we’ve had for our core for years, so I’m looking forward to seeing how that will go.

Thank you. Our next question comes from the line of Jim Goss with Barrington Research. Please proceed with your questions.

Thanks. Actually, this follows a little onto what Scott was just talking about. In the programming costs, it seems like you’re going to more original at this stage, and I’m wondering how that ties into the more conservative programming costs you envisioned, but also the impact on royalty obligations from the shift in the nature of the programming, and maybe also the royalty impact from streaming as you get to identify exactly what’s being played and it gets to be a little different from the satellite look at streaming revenues--or the royalties.

Scott, why don’t you talk about the content and value proposition--sure, thank you Jim.

Sure. The value proposition, as you alluded to, is now sort of a blended demo proposition, and we’ve always had an audience that looks and tries to be younger from the research, so I feel really good that we’re going to have a lot of back and forth on the content. For instance, live sports plays to every demo - that’s been proven, whether it’s visual or audio and all that, or comedy and other things, and obviously those are not in the royalty pool on that. The listening is still primarily on the satellite, it’s growing obviously on the digital, and when you say originals, we’re always looking to create original, unique content or pieces of it, like SmartLess, and other things with that, so we’re going to continue to do that. But also, curation has always been a major part that under one roof, we’re able to service people their needs without now going to five or six apps, like they have to do on video or other things, so we still--as mentioned before, we have all the live sports rights all under one roof, and when you combine that with the new programming we’re launching and everything else, I’ve never been more excited about the ability to have exactly what we need to keep our core excited, passionate and paying, and at the same time really putting out a line-up now that a younger demo can be attracted to and feel it’s unique to Sirius XM.

Yes, so I would say--I think that was a great summary, Scott, and I would say we have a very flexible model in terms of how we monetize content, and Scott and his team, along with John Trimble, who runs ad sales, look really carefully at the opportunities we have to bring content behind the paywall for Sirius XM subscribers that will enhance value, so for instance like James Corden, that’s exclusive to Sirius XM, and we’re really excited his first show will be on air today, or something more broad like SmartLess, where there will be a combination of monetized through ad sales but also some amount of content that’s exclusive to Sirius XM. That’s a model that we continue to work and perfect, and I think we’re in a good place. It helps us manage our content costs and monetize in different ways. Then I would say we have had a history of being pretty disciplined on the programming side and we will continue to do that going forward. More insights with data as to what consumers are listening to in and out of the car will certainly help with content decisions going forward, and we expect to get a lot more of that through 360L and streaming this year. On licensing, our music licenses are a significant portion of our cost structure. They represent probably about a little over 30% of our operating costs. We probably pay about $2 billion to the rights holders, and the largest portion of that is our CRB arrangement for the satellite side of our business, which doesn’t come up again until the end of ’27, so we have a lot of predictability around those costs on the in-car side of our business. In streaming, we have a slightly lower percentage when you look at the costs of the music licensing, so for our streaming-only packages, it’s a lower percentage, and we have healthy margins in both sides, for both streaming and in-car subscribers because our licensing structure is so different from that of the music streaming companies that have direct licenses. We have direct licenses on the Pandora side of our business, of course, and where we have fully interactive subscriptions, that was a necessity, and those are pretty separate, so the dynamics there resemble more of another music streaming company, but on the Sirius XM side, I think it’s approximately 15% or so for our satellite license through Sound Exchange, and I don’t anticipate a lot of shifts in that in the interim based on how people are listening.

Okay, thank you very much.

Our next question is from the line of Jessica Reif Ehrlich with Bank of America. Please proceed with your questions.

Thank you. Maybe switching gears a little bit, Jennifer, I think you mentioned one of the three pillars for growth for the future is advertising. Could you give us some color on your long term advertising plans, what are the drivers, what are your goals, what do you think the TAM is? Secondly, given expectations of a lower ’24, what gives you confidence, aside from free cash flow which will obviously benefit from lower capex, that you can reverse the trends? Is it the rate increase or cost cutting, or something else? Then sorry, but I just wanted to ask on something Scott just said - are you considering, or have you considered bundling your service with others, or is your content already all-encompassing, so that you don’t need to do that?

Thanks Jessica. I’ll let Scott jump in, but on bundling, it’s clearly been an opportunity that we’ve seen many of the video streamers use in conjunction with, you know, whether it’s telecos or others. We do have relationships in place with TMobile and Wal-Mart and others, where it’s primarily what I would call distribution, and those have been effective. I think we’ll have more opportunities as we launch the new commerce platform more broadly - it just makes it easier to do those types of things. But in terms of a true, sort of hard bundle with content, I think an interesting opportunity obviously is going to come through when we launch Audible, and we’re trying to find ways to really make it integrated in terms of having content on one another’s platform and also a trial offer. We’ll be able to experiment with different types of offers this year and bundles, and I do think it’s--we’re very attractive to a number of potential partners given our very low churn, so that’s certainly an opportunity. I don’t know, Scott, if you have anything else to add on that?

Yes, just one point, Jessica - obviously as Jennifer mentioned, we’re attractive because we have a lot of exclusive content, that we like to be exclusive in all of that. But where we’re starting to see traction is, as I mentioned, in the earned media. So much heat comes off our content, meaning from the radio and the podcasting, people are now tracking back and checking out the service and trying it. If there was a way that it increased the right amount of free sampling of what comes out on a daily basis in any version of our news, talk, sports, comedy, music, I would love to look at that; but what I’m not interested in is increasing someone else’s bundle at our expense, so it will have to be the right thing, and as Jennifer mentioned, there’s plenty asking to do it, so we’ll see where it goes.

Yes, and on--I’ll let Tom cover free cash flow in a minute, but on advertising, Jessica, it is one of our three pillars. We did about $1.8 billion in advertising last year, and we have a really strong position in audio. I like our assets here with broadcast and Pandora, which is really still a key driver. We do about 60% of our ad revenue through Pandora, and really despite the listener declines which had mitigated to some extent last year - MAUs were down about 3% and about the same for ad hours as well, it still remains a core value proposition. That has a lot to do with the fact that we have a lot of great opportunities to serve advertisers and important ad units, whether it’s display audio or video in Pandora, so we’ve been able to really--and the team has done a great job continuing to improve monetization in Pandora. But the collection of assets we have has been key to taking advantage of opportunities in the space, so obviously there’s been a lot of tailwinds around podcasting and we continue to see growth in opportunities there going forward, and then programmatic, across both streaming and podcasting is a huge tailwind, and there would be more solutions that we’ll provide there that will enhance our ability to grow in that area as well. It’s really the collection of assets we have and continuing to lean into those. I think Pandora gets better when we move to looking to re-platform that. Sirius XM digital will provide another opportunity for more targeted ad units as well. On the Sirius XM business, we will look at opportunities to enhance our position in free, whether that’s Pandora, Sirius XM or some combination of those, probably as we get into 2025, so there will be more ad opportunities on platform, but we also think there is growth off platform as it relates to podcasting, the tech fees business that we’re in, and just general marketplace revenue. Then free cash flow?

Then free cash flow, Jessica, when you look at the free cash flow, obviously it’s heavily dependent on two things, which we’ve talked about. The sat capex is going to continue to decline over the next few years. I think overall capex, 2024 is going to be our high water mark, and I think as you look outward in 2025 and onward, our sat capex is going to naturally come down as the satellites are launched, and our non-sat capex will start tailing off after I think we get through the middle of 2025 as we get the Pandora app up and refreshed. But from there, our non-sat capex should start trending down also, so it’s a natural trajectory. Obviously there is the EBITDA that impacts it and the rest of the factors, but the major play that’s moving the number up is getting back to--getting through this cycle of sat capex.

Yes, I think at 1.2 for our guidance this year on free cash flow, being relatively flat to last year of course excluding some of the potential of transaction impacts, is a real strong signal, and we should be at a low point in free cash flow with opportunities in the years to come.

Thank you.

Thank you. Our next and final question will be from the line of Jason Bazinet with Citi. Please proceed with your questions.

I just have a deal-related question. You guys have been very consistent about a 3Q close. My sense is that the risk arb community or event-driven community is a little bit confused about that timing - they think it’s conservative and it could happen sooner. I think there’s an FCC license transfer and then there’s a shareholder vote on the Liberty side. Can you just sort of unpack what your assumptions are that under-girds the 3Q close?

Jason, if you look at it, when we initially worked on a timeline with Liberty, we are on target as far as what our current schedule is. We filed--or Liberty filed the S-4 on Monday, and so that was on the timeline that we envisioned. The FCC license has been applied and, as we said, I think the long pole in the tent is going to be the FCC process, a number of reviews and corresponding follow-up that we need to do. Right now, we have no indicators that are new based upon what we’ve seen that it would be any earlier, but we are very focused on trying to get it done as fast as we can.

Super helpful, thank you.

Thank you Jason, and thank you everybody for participating today. Talk to you soon.

This concludes today’s teleconference. You may disconnect your lines at this time and thank you for your participation.