Good morning, and welcome to SiriusXM's Third Quarter 2014 Results Earnings Conference 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, Tracy, and good morning, everyone. Welcome to SiriusXM's Third Quarter 2014 Earnings Conference Call. Today, Jim Meyer, our Chief Executive Officer, will be joined by David Frear, our 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 and certain purchase price accounting adjustments. I will now hand the call over to Jim Meyer.

Thank you, Hooper, and good morning. SiriusXM turned in an excellent third quarter that puts us another step closer to achieving all of our financial and operating goals for the year. We are entering the fourth quarter with strong momentum, and we are once again raising our guidance for subscribers, revenue and free cash flow, each for the second time in 3 months. We now expect net additions of approximately 1.5 million, approximately $4.15 billion of revenue and approximately $1.12 billion of free cash flow this year. We finished the third quarter with a record high 26.7 million paid subscribers, which includes an all-time high 22 million self-pay subscribers. Total net additions for the quarter were 433,000, of which 380,000 were self-pay net additions and 53,000 were paid promotional net adds. Our paid trial additions benefited in the quarter from strong auto sales and helped us raise our subscriber guidance twice in the past 2 months. New car SAAR was up 7% to 16.75 million in the quarter. Note that full year auto sales are expected to be approximately 16.4 million, up a more modest 5% from last year. Our new car penetration rate in the third quarter was 71.5%, up about 2.8 points from last year's third quarter. We finished the third quarter with approximately 68 million factory-enabled vehicles in operation, which equates to about 28% of the vehicles on the road. An important point is, as the fleet continues to turn over, our vehicles in operation will eventually match our new car penetration rate of approximately 70%, meaning we will have many years of growth ahead of us in our primary distribution channel, the vehicle. Each year, a growing portion of preowned vehicles sold will include a satellite radio, and we have made great progress this year in…

Okay. Thanks, Jim. SiriusXM turned in one of our best quarters ever. And as Jim mentioned, we are increasing our guidance for subs, revenue and free cash flow. Net additions of 433,000 contributed to an increase in paid subscriptions of nearly 5% versus a year ago. Self-pay net adds of 380,000 contributed to 6.5% growth in our self-pay base versus last year. SAAR was 16.75 million in the third quarter, up 7% from last year and up from the 16.5 million pace showed in the -- shown in the second quarter. Vehicle penetration was nearly 72% of car sales in the third quarter, up close to 3 points over the prior year. We had our second-highest-ever quarter for new car trial starts at just under 2.8 million, and used car trial starts set a new record by exceeding 1.3 million. Total trial starts of 4.1 million in the third quarter were the highest in the history of the company, and it certainly gives us confidence in reaching our full year subscriber targets. Total conversions increased nearly 13% year-over-year and also set a record high for a single quarter. Churn was 1.9% in the third quarter, 10 basis points higher than last year -- last year's number of 1.8% but well within our target range. The biggest increase in churn once again came from vehicle-related turnover. Our 22 million self-pay subscribers and 26.7 million total paid subscribers are both record highs for the company. Revenues increased 10% in the quarter, driven by subscriber growth, revenue from connected vehicle services and ARPU growth. Adjusted EBITDA grew nearly 29% to a record $381 million, and adjusted EBITDA margin jumped 530 basis points to a new record, from 30.7% to 36%. Similar to the first and second quarters, the biggest single factor was the…

[Operator Instructions] The first question comes from Jason Bazinet.

Yes, I just had a question for Mr. Meyer. Towards the end of the call, you mentioned market segmentation by getting the right message to the right customers. And I just wondered, are you talking about using segmentation to identify segments? Or are you actually talking about rolling out new offers to different segments that don't really exist today?

I think we're talking about both. And I'm on the -- I think I know we're talking about both. Obviously, as we expand our penetration in the total vehicles on the road, we get to a much wider just group of customers, both by income and by age. And we're experimenting, what's the best way to get the best yield out of those trial funnels as that wider disparity of incomes and demographics come through. Number two, within our own customer base, the existing customers, many of which has been with us for years, we want to find a way to make sure our most loyal customers are treated extremely well, particularly in the transition process as they trade perhaps their first car that they got SiriusXM in into their next car that they're buying with SiriusXM. We want to make that process absolutely seamless for them so that there's just no hassle and no confusion. And finally, we want to use our database, as we learn more and more about our customers, to be able to speak to them about our evolving content and point them to things that they might be more interested in that they might not be aware of.

We'll go next to Jessica Reif Cohen from Bank of America.

I have a couple of questions, if that's okay. First, the -- on the share buyback, it was a little lighter than I think some of us expected. And David, you mentioned how low your leverage is, the 3x postconversion. Can you give us any time frame of when you might get to 4x?

As you know, we haven't really set a target for when we're going to get there. If you look at the 9 months, we've -- buying back at a pace of $700 million a quarter, which is kind of faster than what we've generally talked about. You've heard us talk in general terms of $2 billion a year or so. Running -- doing $2.1 billion through the end of the -- kind of the -- through today is actually a pretty good pace. It's significantly greater than our free cash flow generation, so we are leveraging as we get through it. One of the challenges with sort of keeping the pace going is how fast the EBITDA is growing, which is, I guess, the good news, right? So -- but we expect to maintain a pretty aggressive posture in buying back stock. We think it's a good value right now.

Right. Well, that's great. And then to different topics. On the conversion and churn, I mean, you're still within historic range, but your base is obviously significantly bigger and growing faster than some of us expected. Is there anything that you're seeing that would drive conversion lower, churn higher? Anything at all that you guys are seeing at this point?

Well, I think I made a couple comments, Jessica, in my remarks that should be noted. And that is, as our penetration increases, as the demographics of the buyer base buying new cars -- if you think about it, the industry's driven pretty fast from, let's call it, kind of low teens to mid teens, call it, 12.5 million to over 16.5 million in the last 3 years. And many of those buyers who have now come back into the new car funnel are at a lower demographic and income level than those that were in the 12 million. And so -- and then as we've increased our penetration, we've gone into much lower-price-point vehicles, which, by the way, with our lower SAC cost, for us, are an easy economic trade that we make today. So we keep our eye on that. But where I'm really satisfied, and thank you for asking, and I'll make this point again, our churn is remarkably constant. Okay? And as David pointed out in his remarks, our biggest driver of self-pay churn today in terms of overall numbers is the turnover of our vehicles as buyers go from their first or second car that had SiriusXM to a new purchase. And I'm really satisfied with where our churn is today, and I don't see any major headwinds there.

Right. And then the last is on content. I was just wondering if you could give us color or Scott could give us color on some of the new offers, Joel Osteen in particular. And you guys had mentioned on the last call more of a maybe moving away from an East Coast focus to adding West Coast as well. Any update on that side?

So let me just take it to the top. I mean, I think we had a great quarter for adding content. We brought in some pretty exciting stuff, and one of the things I've learned in my 10 years here, it takes a while to absorb that stuff and get that through our subscriber base. And so I'm happy with where we are right now. Scott can comment a little more on specifics. Jessica, to your point on East Coast versus West Coast, I want to be specific, and that is I certainly don't want to diminish anything that's coming out of our content today that's "East Coast finish," but I see a real opportunity to enhance our programming with content that originates on the West Coast as well. And I think Scott's moving pretty well down that path. We don't have anything specifically, I think, to announce today, but you'll hear more from us in the calls in the near future.

Jessica, just 2 things to add. On the West Coast front, that sort of goes under the radar a little. And I also -- on even East Coast, I mean, when you think about where Joel Osteen is down in Houston and other things, we're opportunistic based on content, not geography. But in the newer brands that are seeking us out, and we're looking at things, YouTube, clearly West Coast; Bleacher Report, West Coast. And you should assume, with brands and partners that are now starting to mature in their audio content with us, like Entertainment Weekly and Comedy Central and some others, that we're looking at things and, independent of that, developing our own stuff. The office is now engineered in a point that it can handle a little bit more programming out of there. So yes, I would stay tuned. I would assume there will be content originating out of there, assuming it needs to stay under -- that all our content does.

We'll go next to James Ratcliffe from Buckingham Research Group.

Two, if I could. First of all, rev share in royalties continues to decline as a percentage of subscriber revenue. Can you talk about what's driving that? I thought that was pretty variable. And secondly, just looking at the subscriber guidance for the rest of the year, can you talk about what seasonality is left in the business in 4Q? And particularly, is there any lingering impact from the early days, when you had Christmas surges that's still flowing through on the subscriber side?

Yes, on the last question, the answer is yes, but it's not really in new subscriber adds. It's more in just the pace of renewals, that we have a lot of plans that roll over in December and then in January, which is one of the reasons why you generally see the first quarter as being our highest-churn quarter of the year. So there's a little bit seasonality, but I wouldn't say there's so much on the business formation side in the fourth quarter. Revenue share in royalties, honestly, it's just mix issues, and we continue to just sort of run the business. We love all our children, and we are happy with every subscriber we get, no matter what auto company it comes from or no matter whether they listen to us online or across the satellite. And we have a very active direct licensing program on the royalty side, which gives us some increased efficiency. But for the most part, what you're looking at is just simple mix issues.

We'll take our next question from Barton Crockett from FBR Capital Markets. Barton E. Crockett - FBR Capital Markets & Co., Research Division: It's Barton Crockett. I wanted to ask first about the EBITDA guidance. I know you guys have been growing at a 20% to 30% year-over-year pace in EBITDA for the first 3 quarters. I think your guidance would imply like 4% growth in the fourth quarter. Is that just conservative? Or is there some other factor that -- higher expenses or a comparison that kind of slows the growth in the fourth quarter?

Well, you might remember that we have a number of sort of favorable changes in fourth quarters -- in the fourth quarter of last year, right? And there were some new contracts that went into place, and it provided us a big benefit last year. And so what you've been seeing in the first 3 quarters is -- would amount to favorable comparisons to before those changes went into effect. So we've got that coming up. It's more of the math, I think, from a building -- business building perspective. But obviously, the year is coming in better than we had expected initially. And so overall, you have a raise to really guidance across the board. Barton E. Crockett - FBR Capital Markets & Co., Research Division: Okay. And then a second question. The -- I think AT&T, in its earnings season, was talking about a lift from cars that were sold with AT&T bundled into the car. And I was wondering, from your perspective, are you starting to see meaningful or noticeable penetration of new cars in your mix that have Internet built into them? And do you have more data to give us any -- that would give us any kind of meaningful update on the behavior of those consumers that are buying those cars?

So I think it's a great question. We certainly, and I think it's very public who it is, are seeing GM roll out LTE in their vehicles at a pretty aggressive rate. The service offering within those vehicles varies, so it's hard yet to answer your question. I don't want to be specific. The technical platform is rolling out. I think GM's implementation of how they want that to work ultimately is still in a variety of phases in their vehicles. But there's no question, built-in connectivity in vehicles is beginning to increase and, I think, will continue to increase every year going forward for many, many years. I think this is an incredible opportunity for SiriusXM. I constantly get questions from analysts and investors about, "Isn't this bad for your business?" And my answer to that question is, are you kidding me? No, it's great for my business because it's going to let me do things that, quite candidly, the network that we architected and grew our -- as the backbone of our business, let's face it, 15, 20 years ago, gets supplemented and complemented with this new network that allows us all of the advantages of our private network, combined with this new 2-way connectivity, and I think it's going to let us do a lot of exciting things for the next 10 years. Your question about can we draw any results yet, I can tell you unequivocally no. Okay? We are watching it carefully. We've seen some different results that, on a very small sample basis, in fact, didn't match what we expected. And what do I mean by that? We've seen some very smart vehicles that have very smart connectivity. And in fact, in those vehicles, our conversion rate's higher, not lower. And so I think on this one, Barton, we're just going to have to wait several months to make sure none of this is a head fake. I've learned now, over the 10 years, we need to watch for several months to see how these trends roll out. But I promise you, we're watching it. And when we think we really understand what's going on, we'll be very public about it.

But based on what we know so far, we don't see any impact from the connected vehicles or seeing or know -- everybody's wondering about the efforts. In fact, we don't see it yet. And we've been watching it for a while, and we will continue to watch it. And at this point in time, we certainly don't see anything adverse.

Yes. I just want to pile on David's remark. Not only do we not see anything adverse, I want to reiterate it again, we see a big opportunity to harness that power to make our service better. Barton E. Crockett - FBR Capital Markets & Co., Research Division: And then if I could follow up on that opportunity. Are you doing anything yet to utilize the connected capability within those cars for the satellite radio service?

I can't tell you where we are with each of the vehicle makers, and I certainly can't tell you what our plans are for implementing that because that will be controlled by when the automakers want to do it. But you should assume it's a big focus of our technology and our efforts over the next several years. And I'll go back to what I said last quarter. This is a march, not a sprint and certainly not even a fast race. It's a march. It's going to take time, but there's no question what direction it's headed in.

We'll take our next question from James Marsh from Piper Jaffray.

Just a quick question here on music royalties. I was hoping you guys could give us kind of a broader update of what's taking place in that space. But specifically, maybe kind of remind us where you stand with the dispute with The Turtles. Maybe if you could try to quantify what the ultimate financial impact might be there and just some idea of what the timing might look like.

So there are 3 actions that The Turtles filed in California, New York and Florida. The -- in California, they got a readout that said that California law does provide for -- does make provision for public performance rights, and it's one of the aspects of ownership. The -- but nothing has been determined as to whether or not there's actually anything owed to them, that you need to demonstrate that you were damaged in order to be compensated. And so 35 years after the California law was enacted and with absolutely no action by anybody, whoever made a pre-1972 recording to seek payment for public performances of their recordings by any of the terrestrial radio companies, by stadiums, bars, restaurants, whatever, that the -- I guess we'll see. The -- I guess the theory would be that, in some way or another, sales of their product were suppressed by the fact that they were played on the radio. And the plaintiffs will have to come and make a showing to the court and demonstrate that, in fact, their sales were suppressed, and they were damaged.

We'll take our next question from Amy Yong from Macquarie.

I was wondering if you can talk a little bit about the puts and takes to EBITDA margins. And I guess, given the pace of margin expansion, it looks like you could get to 40% pretty quickly, by next year. What are some of the near-term investments or programming that's needed that could prevent you from getting to 40%? And what are some of the additional cost savings with SAC or any other levers to pull?

Yes. I mean, Amy, that -- all that goes to really guidance for next year, which we -- is something that we're obviously not doing today. So the question might be better pushed to a different call.

Any way you can frame that, just some of the near-term investments that are needed, maybe perhaps with Agero?

There's -- I don't think there's anything about the connected vehicle business that will retard progress in margins.

And we'll go next to John Tinker from Maxim.

Your Chairman, Greg Maffei, was at a conference recently discussing or mentioning that, I think, he'd like to see a greater degree of partnership with Live Nation, which Liberty obviously owns part of as well. But where might those areas be?

So this is Jim. Greg speaks to me about that quite often. I speak to Michael Rapino quite often, who's the CEO of Live Nation. We look for areas where 1 plus 1 can be more than 2. Examples might be a big tour that Live Nation is promoting that we can promote to our subscriber base with offers and help them early on in the process of selling tickets, with a quid pro quo of helping us perhaps with some exclusive events or exclusive exposure to those key artists. It's an area that Greg's identified. He'd like to see more synergy between the 2 companies, and we're working on it. I would say there's no tangible example today out there yet where we've had any success.

And just as a quick follow-up, when you look at your guidance, how much of that has changed because SAAR has changed during the year? And how do you look at SAAR going forward in terms of changing that?

So there's no question, and I made it very clear in my comments that the strength we've seen in SAAR, particularly since the end of the summer, have given us confidence in taking our guidance up, particularly in the area of paid subscriber growth -- I mean, paid trial growth. Okay? And so I would say it's accounted for most of it, of the increase in our guidance the last 2 times that we've taken it up. How do we see it going forward? We're not prepared today to give guidance for next year. We're -- I think we're going to watch really carefully, frankly, what happens in November and December. With the SAAR we gather, I'm sure we go to the same places you do to try to find out what next year's SAAR is going to be. We follow, I don't know, David, 15 or 18 different sources. And we're trying to get comfortable right now with what we think it might be, but we're not ready to discuss it today.

We'll take our next and final question from Vijay Jayant from ISI Group.

It's actually a longer-term question regarding your satellite infrastructure investments starting in 2016, 2017. The way I thought -- I think I understand it is that you probably won't need to use all of your 25 megahertz of span spectrum. Can you sort of talk about what the efficiencies of that could be? And is some spectrum potentially be available to be sold given the rise in value spectrum long-term again?

So let me begin the question and -- go ahead, David. Yes, actually, this one's right down your mill.

Vijay, I think -- I'm actually a little surprised by the question. We use all of our 25 megahertz today, every bit of it, and we would expect to use it all for the foreseeable future. There is some flexibility that comes with the spectrum as we move into the replacement of the Sirius Constellation in the next decade. But -- and so I think that, as you look long term and you look at maybe not the next 10 years but the 10 years after that, there's an opportunity to dramatically expand channel count or expand services in a way that could provide for additional monetization. But we absolutely use 100% of our spectrum now.

And David, I just want to say, if I was modeling the company, which you should assume I do too, I would assume we're going to use all of the spectrum for as long out as we can see, and I would assume that we'll replace both Constellations when needed.

Okay.

Thank you.