Good morning, and welcome to Sirius XM's Third Quarter 2015 Results Earnings Call. Today's conference is being recorded. [Operator Instructions] At this time, I would like to turn the call over to Hooper Stevens, Vice President, Investor Relations and Finance. Mr. Stevens, please go ahead.

Thank you, and good morning, everyone. Welcome to SiriusXM's earnings conference call. Today, Jim Meyer, our Chief Executive Officer, will be joined by David Frear, our Executive -- 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, will also be available for the Q&A portion of the call. First, I would like to remind everyone that certain statements made during the call might be forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995. These and all forward-looking statements are based on management's current beliefs and expectations and necessarily depend upon assumptions, data or methods that may be incorrect or imprecise. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. For more information about those risks and uncertainties, please view SiriusXM's SEC filings. We advise listeners not to rely unduly on forward-looking statements and disclaim any intent or obligation to update them. As we begin, I would like to advise our listeners that today's results will include discussions about both actual results and adjusted results. All discussions of adjusted operating results exclude the effects of stock-based compensation. I will now hand the call over to Jim.

Good morning. We had an extremely strong third quarter. We are increasing our full-year subscriber guidance for the third time this year and also increasing our revenue and adjusted EBITDA guidance on the back of another great quarter. Here at SiriusXM, we remain incredibly focused on what we do best: We simply make great radio, a diverse offering of highly valuable news, talk and sports content, combined with curated commercial free music. Radio that's worth paying for. And by the look of our subscriber growth, many, many Americans agree. We added 381,000 net self-pay subscribers, taking the self-pay base to a record high of 23.8 million. So far this year, we've grown self-pay subscribers by 1.3 million, almost as much as we did in 2014 during the entire year. And boosted by strong new car sales, we added 525,000 total net subscriber additions, pushing the paid subscriber base to a record high of approximately 29 million. While first half auto sales were quite good, the third quarter was exceptional. SAAR in the third quarter was 17.7 million, up 6% from last year's 16.7 million and up from 17.1 million in the second quarter. The September rate of 18.1 million was even higher. Time will tell how long this pace of sales can be maintained. Our penetration rate reached a record of about 75%, up nearly 4 points from the third quarter of 2014, resulting from gains at virtually all of our OEMs. This is a strong indicator that satellite radio is a must-have feature for most cars sold in the United States. As we mentioned on our last call, we see long-term penetration rates settling around the current level, which is up from our previous expectation of around 70%. The strong sales numbers this year, combined with our growing penetration…

Thanks, Jim. Good morning, everyone, and thanks for participating. Our third quarter results continued along the strong trajectory started in the first half of the year. Revenue grew 11%, adjusted EBITDA grew 17%, free cash flow 38% and free cash flow per share grew a whopping 54%. We feel this is just extraordinary performance. We were also pleased by the strength of our subscriber performance. In the third quarter, we added 525,000 net new subscribers, 21% growth over the third quarter of last year, bringing us within a stone's throw of 29 million paid subscribers. Self-pay net subscriber additions in the quarter were 381,000, in line with last year and taking us close to 24 million self-paying subscribers. Both new and used car trial starts at records in the third quarter. New car trial starts were up nearly 15% on the higher sales volume in the auto industry as well as the higher penetration rate that we achieved. And third quarter trial starts in the previously owned segment were up 24%. Both of these figures bode extremely well for our future subscriber growth. Churn was 1.9% in the quarter, unchanged from the prior year's quarter and consistent with the range of 1.8% to 2% we've seen as a long-term trend. We did battle a regulatory headwind in the quarter. In July, the FCC issued new rules effective, believe it or not, the day they were issued, governing outbound telemarketing calls to cell phones. For us and many other companies in the direct marketing business, this meant a temporary cessation of calling efforts, while we and our vendors ensured that our calling complied with the new regulations. We are increasing our subscriber guidance for the third time this year. Our new guidance for net additions of approximately 2 million is up…

[Operator Instructions] And we'll take our next question from Vijay Jayant with Evercore ISI.

In looking at your website, there was sort of a dollar rate increase for certain tiers of programming. Can you sort of talk about -- sorry, I think in June 30. Can you sort of talk about what the implication of that should be to ARPU? And what percent of the base gets impacted by that?

Yes. Vijay, as we've said for a long time, we have an awful lot of price plans in the system. And as opposed to just general across-the-board price increases that you'll see us tinkering with the price grid from time to time, that we have deeply discounted plans that we use in retention and acquisition activities; that as we've been moving up prices on the full-price service, that we left those in place for a long time. So we've begun to -- we decided this time around to take them up a little bit, and it is one of these things that we're -- believe it or not, I think I've said this before, if you look at our rating engine, that we have something like 22,000 price combinations in there. And so you can expect us from time to time to be tinkering with the price grid.

And just to follow up on the pre-'72 litigation really related to New York, and tell us -- so can you just give us an update on what the status of that is?

Well, it's winding its way through the courts that we've had a decision go our way in Florida. The other side is appealing -- that we had initial decisions go the other way in New York and in California that are -- that we are appealing. And so it's working its way through the process. And honestly, it's going to take a long time.

It's a long road.

And we'll take our next version from Jessica Reif Cohen with Bank of America.

I have a couple of questions. The first, Jim, I know you talked about a lot of the new programming that you've introduced. It feels like you've really stepped up the programming initiatives. Can you talk a little bit about what's behind that?

I don't know that we've -- I think we've always been committed to be the programming leader and to provide our subscribers with the widest breadth of program that we can. I just feel like we -- we're really focused on our game right now, and our team is continuing to develop some really, I think, clever and meaningful programming ideas. Our organization knows that there's no -- literally no programming suggestion that we won't evaluate. And I'm dead serious about programming is the core of our offer and we're going to be the leader. But I don't think there's been any notable change. I just think maybe a lot of hard work that's been going on for a long time happened to hit just kind of all at the same time.

And also, it's like anything else. There's always an evolution process where a lot of these channels and ideas were in development for a long time. Andy Cohen, for instance, was very tied up at Bravo, and those discussions were going on for a bit of time. And then once he was a little more free on time, same thing with the all news new channel (sic) [all new news channel]. We always wanted one of that, but we needed the right sort of back-office to work with us to get there. So as Jim said, there's many ideas that are going on, including some that are coming to fruition down the road as well, and this just all sort of hit at once. So occasionally, you get that.

And Jessica, sometimes, the leader is the problem because I thought Yacht Rock was a dumb idea, then I ended up listening to it for almost every day for the 30 days it was on or certainly so. It's -- there's some clever stuff going on and I'm proud of what they're doing.

Yes, it's amazing. It just feels like it's accelerated. But moving on. And maybe this is for Scott, I'm not sure, but the advertising growth is extraordinary for any of us who follow the media sector. Can you talk about what's driving it and what some of the categories are?

Sure. So if you look at it from -- we'll cover it in 2 ways, and category first. If you look at between Howard news, sports, comedy -- and yes, there's a fantasy component in there, fantasy sports component in there that we're getting the wave on. But right now, we have a critical mass that is finally at a level where the advertising community realizes that this is not only working, and they've all -- all is too strong. A lot of them have had their toe in the water for a while and getting tremendous results and ad agencies from their clients, et cetera. And so they're back in much, much heavier right now. The other thing is, which you can't underestimate, we're looking at programming differently clearly on the non-music side. So when you look at the headline news channel, that was something, we believe in an all-news channel, it was always going to work. So the content goal, like it's always been, was number one. But we knew from our news advertising, and that came out of the box and already has significant advertising revenue attached to it. So the old model of only content is now matched with the content first, but the news and the advertising right behind it. So we're pretty excited with that. The other thing is, there's a lot of things we haven't done. We haven't sold powered by or sponsorships on any of these channels. We have live events constantly. Our Town Hall series has a request a week practically on it to be a sponsor and an advertiser. So there's a lot of highway still to go beyond the traditional advertising model.

Very exciting. I'm just -- I have one last question. But the used car or the secondary car market opportunity is obviously humongous. You now, I guess -- I think I heard Jim say 18,000 dealers. Can you talk about that other 2/3 of the market, what you're doing with the independent dealers in the consumer-to-consumer market?

Sure. So you -- we're-- in my comments, I meant what I said. This -- I think this is the single biggest subscriber opportunity, growth opportunity we have over the next many, many years. And we're not going to let this one go by, okay? We're going to be very, very focused and, well, I mean, in my nomenclature use every club in the bag. The -- we -- I hinted at, I think, where we're going next, which is virtually every car that's in operation in this country is insured, and a high percentage of them are financed. All of those are insured or financed starting with the VIN number and then the owner, which to us is a very valuable way to be able to understand who owns those cars. So that's just one area where we're -- we've been working for a while to gain ground. As I said in my comments, we've broken through on one -- with one major insurer, which we'll be talking about more later, and you'll see more from us in that area. And we're learning a lot more, whether it's credit unions or things like that, that we can work with. And then finally, there are quite a few, I call it, purchase services or co-ops that operate in that independent dealer structure that we're learning about how that they manage their backrooms, and I see opportunities there for us to get the data. So we're just going to keep going everywhere we can to make sure we're getting a timely supply of that data, and it's a very high focus for us.

Okay, and we'll take our next question from Bryan Kraft with Deutsche Bank.

I just wanted to ask you 2 things. One, just if you could talk maybe about the magnitude of the increase we should expect for content costs next year, given the renewals and maybe getting to a more normal stage where these legacy contracts renewals are no longer providing benefits. And then, also wondering just what you think of what Tunein is doing. They seem to have signed contracts similar to what you guys have with the NFL and Major League Baseball. Do you think this is -- do you think they're for real? And more broadly, how insulated do you think you are from your content suppliers providing content to streaming providers like Tunein or others?

Okay, so on content costs, well, when we come around and give you guidance for next year, I think that, that'll address that and we are providing that at this point. So we're just going to defer that for a couple of months. On the Tunein side...

Sure. So number one, I'll go on record right now and tell you the plans I heard that Tunein plans to launch, which is maybe an all-sports package at $8, $10 a month, I personally think will be a hard row to hoe, okay? But -- and for me, today, I'm not particularly focused on Tunein right now. That said, the major sports holders -- and by the way, nothing's changed here. It's funny, I was having a conversation with one of our directors who was very instrumental in the early days of SUNDAY TICKET on DIRECTV, and the conversation we were having is how thinly the rights continue to get sliced and sliced over time. And I -- look, I don't blame them for the way they run their business, and you should assume that will continue. I think our model is a whole -- is about a whole lot more than just packaging live sports together and bringing the product to the customer. Our customers want a wide array of content, a wide array of content. And number two, and no one should forget this, easy-to-use really matters a lot, okay? There's a reason 200 -- over 200 million people listen to terrestrial radio. Free's one of them, but easy to use is another one of them. And it's an area where we're working really, really hard. And that's kind of my comments there. Scott, do you want to add anything?

Yes, just one other thing. The other thing, over many years, we've developed complimentary 24/7 read channels that are very definitive and very well set, both in the sports community and in the same subscriber base community. And we continue to believe that it's much more -- live games have always been everywhere in different ways for years. What makes it is what you surround it with and how you -- how easy it is to go back and forth when you're not just interested in the live games. First to news channels and then on to the news and music and other things. And so we're still fairly confident that our menu of offerings is fine the way it is.

Yes. to be clear, I would prefer these guys didn't license these guys, but I understand why they did. Doesn't make me happy, but it's what they do.

And we'll take our next question from James Marsh with Piper Jaffray.

Great. Just 2 quick questions here for David. First, I was hoping we could circle back and discuss that change in regulations from the FCC regarding marketing calls to cell phones. And maybe you could elaborate on what changed there and how you might expect to kind of replace that previous effort and whether there might be any impact on costs or sub growth. And then just secondly, related to expenses, you mentioned fixed expenses down 1%. And just what could change that trend going forward? Or how sustainable might that be?

Well, generally, I don't think fixed expenses are going to continue to decline as we grow, right? So they -- but we are -- I think over a long period of time, you've seen us really laser focused on cost-efficient growth, and so you should expect that in the future. We do anticipate to continue expanding the EBITDA margin. To be honest, we're all pretty surprised by 38.2% in the quarter, but we believe in our 40%-plus target. On the FCC rules that came out, it's got to do with what constitutes an automated telephone dialing system. And without being -- without judging the quality of the rules issued, it's we don't write the laws, we just follow them. So the rules came out on a day. We really didn't have any notice of what was going to be in the rules. And so we and our vendors read hundreds of pages of material and worked our way through a process that would leave us compliant. The way that you can think about it is that we basically now -- our vendors now push buttons to dial cellular phones. And so when you think about it, it takes a little longer to push a button and to -- or to push 10 buttons, the -- as opposed to push one button to select a number and have that number dialed. So it'll take them more hours to work their way through the calling list. And then we'll end up making the decision as to, well, do we want to get the same depth and list penetration that we did before? Or do we want to reduce that a little bit? And we'll look, and we've been doing this for years. We look at the edges of our marketing efforts to see whether or not those last few attempts are actually worth the money that they're truly costing that I think in terms of positive effect, either our cost or subscriber figures going forward, you completely assume that we have a pretty good understanding of that now, having operated this way for about 2.5 months, and that we'll incorporate it in our future guidance, including what our expectations for this year are.

And we'll go to our next question from Brett Feldman with Goldman Sachs.

You were noting earlier how most of your success in the used car funnel is still coming out of the dealerships where you already operate. And so it's just an enormously cost-efficient way to win customers in that segment since you don't have to spend a lot more. You're already in the channel. So as you really start thinking about some of the initiatives where you're targeting the rest of the market where a lot of used car sales happen, how do we think about spending that you're going to have to incur? Could that potentially put an upward pressure on SAC, for example?

It won't put any pressure on SAC, that SAC is really driven by subsidies on new car installations, right? So I guess the question is, is would you find more in marketing cost? And answer to that is probably yes. But there's a good news part of that story, that as we reach out to these alternative channels, what we're really doing is we're driving the higher trial starts. And so while the dollars being spent in marketing costs -- sales and marketing costs may rise there, they're actually driving trial starts. And so it's like all of the other customer marketing costs that we've been incurring for years, which are really oriented towards driving trials and conversions, that we'll manage that. But what we're really doing is increasing the size of the funnel, which is, I think, very bullish niche [ph] of the business.

And just as a follow-up, as you sell into the used car space, what's the ARPU profile of those customers? Are you finding that they're picking rate plans that our comparable to what new cars are? Or do you find that pricing is a bit more of an important tool?

Given the fact that I think it's 80% of car-owning households have 2 or more cars, that there's really -- so far, we don't see much of a difference, right, that most of the households that participate in the new car market also own a used car, right? So you're not necessarily getting to a radically different market. So, so far we don't see much of a difference.

One other comment I'd like to make just in general is, and I touched on it in my comments, I want to reiterate it again, I think as you're trying to value our company, this news that we keep giving you of growing from today an embedded base of 79 million, and I really do believe it's growing very steadily towards 180 million. When you think about the power of that base, and there's no question that connectivity in vehicles is coming in a big way. And we can debate the pros and merits and cons of that, but when you look at that 180 million, I want to remind you something else. The vast majority of those will not be connected in any way, okay? And so again, we are very, very focused on how do we capitalize on this installed base that we're building. And I think it's going to bode very, very well for growth for us for a long time.

We'll go to our next question from Ben Swinburne with Morgan Stanley.

Jim, just going back to those pros and cons of connectivity and as you navigate thinking about 2-way services and evolving your product, what do you take from sort of the Apple Music experience so far? I mean, if you look at the numbers there, they came out with a lot of fanfare and we're all trying to figure out sort of the demand in the U.S. market for interactive, on-demand listening versus broadcast radio. Do you take much from what you see in the market from competitors and form how you think about the strategic direction of your company?

Well, I mean, Apple does just fine without my advice. So I actually think the number they achieved was a pretty -- from being in the subscription business now for 12 years, I don't think 6.5 million is a trivial number. But I have no idea how many of them are in the U.S. and what they're made up of or anything like that and, frankly, has not really been what I focused on. I think there's no question that stream -- and by the way, I've been very, very, I think, clear about what I think. I think streaming is a technology, not a competitor. And I think streaming will be a fundamental part of what we offer our subscribers over the next decade, okay? And I think, frankly, it has as much benefit to us as anybody, particularly on the front end of the equation. So while I think it's really interesting to be able to enhance the entertainment experience and all of those things, that's important. But I think for us, it makes the whole application, how do you get our service, how do you renew our service, how do you make it easy to do all those kind of things. I think it's going to have a dramatic impact on our business and frankly just letting us know a whole lot more about how often do our customers really listen and when do they listen and what do they do. So I'm excited about the connected world, not afraid of the connected world. That said, there's -- you look, for instance, Pandora, their growth in listenership over the last 5, 7 years has been extraordinary. And yet, when you take all of this, Ben, and you add it all up, and you and I talked about this not that long ago, you add it all up, there's still 230 million people in this country listening to terrestrial radio. That is still the big thing, okay? And that's where we continue still to focus to try to get new subscribers.

Makes sense. And just a separate follow-up. You mentioned 75% penetration rate. Very strong number, up year-on-year. Did the -- for either you or David, did the economics for you with or -- and/or the OEMs ever make sense to go standard? I know you've been standard in some with some partners historically, but I'm just wondering if sort of the math makes that a no-brainer at some point in your view.

I think, Ben, we've been saying for a long time that we're sort of happy at the penetration level we're at, and I probably said that when we were in the 65%, 66% range. And so I'm happier. Today, it's at 75%. There -- I think it probably makes a lot of sense, just from a production efficiency perspective, for the automakers to go standard. But that being said, that's some radio guy telling an automaker what he thinks makes sense, and I think the automakers are capable of deciding that on their own, that getting the penetration to 100% isn't something that we would pay for, right? So we wouldn't take the hardware subsidies up or boost the revenue share to try and drive the automakers to go standard. It may very well happen with just the natural evolution of technology in car -- cars. And as you can see in our SAC per install that we've made over the year, just an unbelievable amount of progress in driving those costs down. And in the future, we should be able to continue to drive them down while increasing the functionality of the technology in the car. So, well, I guess we'll just -- short answer is we'll wait and see what happens.

And just If I could sneak one more in on churn. You guys were very clear not to extrapolate Q2 churn into Q3. You didn't comment on it in your prepared remarks. Any color on churn, either voluntary or involuntary? And any comment on credit card chipset trends, which have gotten an outsized amount of attention this quarter, as you know?

Yes, it's funny. There was -- the guy from Visa that covers us was in here yesterday and we were chatting about it a little bit. This year, we've probably processed 50 million credit card transactions for something approaching $3 billion of volume, and we can't find any evidence of there being a chip-related breakage issue that's driving churn. We just don't see it. It's not to say it might not be there for somebody else, but it doesn't appear to be there for us.

Yes, Ben, just if you look at voluntary and non-voluntary, it's funny, David and I actually yesterday -- it's a timely question because yesterday was my monthly churn review with the organization. And after the meeting, David and I just kind of went into a quiet room. And if you take the last 3 years and lay them out, there's virtually nothing new to report, nothing, okay, which is great news, I think. And so I'm really pleased with where we are. That said, I think our range is where we've always told you. It is kind of in the 1.8% to 2%.

And we'll take our final question from Barton Crockett with FBR Capital Markets.

I -- just one kind of thing you mentioned in passing I want to make sure I understand. I think you said something about an insurance impact when you were discussing G&A. Was this anything notable that we should think about?

We've had, as you know, sort of small things. I think we've had a whole bunch of lawsuits in different areas over the last couple of years. And we're like other companies. We buy coverage for various things we did, for things we started processing with the insurance companies last year or earlier this year that we finally got some recoveries through in the course of the third quarter. It was big enough to be worth noting, but not enough that I would incorporate it now into some fundamental change in our economics going forward.

Okay. All right. And then one other kind of bigger question on the topic of connected cars. Could you update us? I mean, how many of these things are actually being sold now, cars that have Internet bundled into them? And is there any change in kind of what you were seeing before that the connected car buyer is, if anything, a more loyal subscriber to Sirius?

So I'll start with the easier part, which is today, we still don't see -- we don't see any meaningful -- we can't find any meaningful impact on our conversion or churn on -- when you take a group of vehicles that's "connected" and a group of vehicles that's "not connected." We just -- that doesn't mean it might not one day. We don't see it today. Your first question is a harder one, and I actually can't recall. And I can't recall a number right now off the top of my head. It's something we track. And maybe, David or Hooper can get back to you later on, on that.

It's probably -- and we -- I think it's approaching 40%, but we'll circle back around it.

That would have been my guess. It might not be up, but we'll get back to you.

Thank you for dialing in today.