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Deutsche Bank's 32 Annual Media, Internet & Telecom Conference

Mar 11, 2024

Bryan Kraft
Analyst, Deutsche Bank

All right. Thanks everyone for joining us for this session. I'm Bryan Kraft from Deutsche Bank and really happy to introduce Tom Barry who's the CFO of SiriusXM. Tom, welcome.

Thomas Barry
CFO, SiriusXM

Thank you, Bryan. It's exciting to be here.

Bryan Kraft
Analyst, Deutsche Bank

you know I guess to start off and SiriusXM's in the middle of a transition as management works to bring the company back to a positive self-pay subscriber growth trajectory and also to positive revenue EBITDA on free cash flow growth. Could you walk us through the factors you know that have contributed to the subscriber headwinds in 2023 and explain just the range of actions that management's taking to improve results you know going forward and get back on that growth track?

Thomas Barry
CFO, SiriusXM

Sure, Bryan, thank you. You know, if you look at the overall business, we're really focused on the value proposition to our subscribers. We have unique content that we're very proud of. It's very broad. And it reaches all the way, you know, from our core music to our talk to our podcast to our news. And you know, and as you look broadly at all the different content, we're looking at investing in technology. And the technology is going to leverage and allow us to increase the control and the discovery of our content. We believe our unique content the better able to reach the content the better off and only create a larger level of engagement for our subscribers. And then finally our third focus is on pricing and packaging, which we are in the early stages of assessing that.

So when I look at the content side, you know, content's always something that we're evolving as we look to, you know, as we look to reach a broader from our core subscriber base. As we start looking at more growth subscriber-wise, we're looking at incremental content. So we recently, in the last three months, we signed John Mayer to curate a channel for us as we did Kelly Clarkson. So two, you know, two stars that have actually created a buzz around their curated channels. We also have recently, you know, we've signed up James Corden to do a show doing celebrity interviews. And so that's really gone well. And it's become one of our top talk shows. So you know we're trying new content that'll expand the reach of our subscriber base.

In addition, we recently announced that we reached agreement to work with the podcast SmartLess, which will, you know, extend and get us one of the top five podcast brands. So we're excited about that. So our content continues to evolve, and we're excited as we look to grow our subscriber base with expanded content. Looking at the technology side, we're spending a fair amount of money on the technology side this year, as you know, as you talked about, you know, in 2023, 2024, and 2025. We're rebuilding our tech platform and rebuilding this; we're doing everything from expanding the user interface and making that much more expeditious, but also helping on our recommendation engines and allowing increased personalization and discovery.

Which we think's critical as our unique content is better explored and better detected for our subscribers. It creates more stickiness and more engagement. And then in addition to that we are rolling out a new commerce and identity system which has done very well which is really the profile of our subscriber and allowing for better marketing. So you know from the tech standpoint we're investing a significant amount of money and including in which we'll talk about in the 360L in the vehicle. So we look at that and then the pricing and packaging we are testing right now.

We're looking at the pricing and packaging just to make the business, you know, make sure that we can respond to and provide the content that people would like, and in addition to having a price that reaches and makes them become more sticky into the value proposition of the subscriber. So those are the three things we're really focused on, Bryan and I, and I think, you know, we're seeing early results from that.

Bryan Kraft
Analyst, Deutsche Bank

Okay. Great. We're gonna get into a number of those topics. I wanted to ask you though, you know, one of the things that people are really trying to think through is just the cadence of net adds over the course of 2024. Can you maybe talk about that and also, you know, some of the key variables we should think about in the subscriber outlook, you know, that could move it one way or the other?

Thomas Barry
CFO, SiriusXM

Yeah, no, yeah, when you look at the subscribers for this year, what I would say is it's gonna be positive to prior year. And so that's our target overall. I think when you look at the cadence of last year on the quarters, it'll be more back-end loaded as it was last year. So I think it'll be a similar trend. It'll be positive to prior year but it'll be similarly backloaded.

Bryan Kraft
Analyst, Deutsche Bank

Okay. Sirius relaunched the streaming service in December with the introduction of the new app and also reduced price by $1. Can you talk about you know what the results have been like so far? You know has it improved subscriber acquisition? You know anything on churn engagement etc.?

Thomas Barry
CFO, SiriusXM

Yeah, so yeah, Bryan. So if you go back to November eighth, we had our news and media day. We'll announce our launch, you know, and our rebranding. So we'll announce our launch and rebranding on November eighth. December fourteenth was the launch of the new app. You know, I think as far as churn and other impact on the broader numbers, you know, we're coming up. Most of them went on a 3-month trial. So we'll see those probably this week or the next two or three weeks as they come up on the end of their trial period. So we'll have better metrics there. I will say, you know, when you look at the numbers, is what we're seeing right now.

We are seeing indicators of things that you know are positive. Obviously it's the early phases. But you know a perfect example is you know with our Salesforce engine we're now able you know to communicate and do some level of email and texting to subscribers that were in the low listening category. And so we looked at that segment and as we were testing them we looked through and we started you know doing more targeted advertising to stuff they actually listened to when they did listen. And through that it increased the level of engagement about 10%. So we're seeing different factors like that. Our recommendation engine's doing very well. We're seeing extensive use of the recommendation engine.

You know, and I think some of the smaller things, you know, as we look at process and efficiency, just the time between, you know, download to starting a trial has contracted significantly over the period. So we're reviewing and we're optimizing the system. We continue to build enhancements and iterating it. But you know it's early and we'll see more in the next couple months.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. What are people listening to on the new app? Is this a, you know, does consumption skew towards certain kinds of content? Is there any? Were there any surprises in the consumption patterns that you saw?

Thomas Barry
CFO, SiriusXM

Surprisingly, the numbers have been in line with what we expected and what we had seen otherwise on 360L. So it's, you know, they've been pretty much in line from what we expected.

Bryan Kraft
Analyst, Deutsche Bank

Okay. All right. I guess, you know, I wanted to focus on the vehicle side of the business for a second. You know, what will it take to return the OEM business to sustain positive net adds? And you know, I think part of that answer's probably on the used car side. So I wanted to ask you, you know, as part of that, how are you continuing to expand the used car trial funnel in order to capture more of the used car sales pool?

Thomas Barry
CFO, SiriusXM

So, Brian, I'll pull that apart and unpack it a little bit. So if you look at how to get to our net adds, obviously you're looking at the top side at conversion. And then you're looking at churn as the reduction to get to the net adds. So on the conversion side, you know, on the top part in vehicle, the 360L engine we are currently using on the vehicle side. And that's actually improving conversion. So that's positively impacting the numbers. We do have headwind as far as when you look at the mix of vehicles being sold in the lower trim line. But as we look at the 360L, it has had positive impact on conversion.

You know, I think when you look at the used vehicle side, I think as you know on the used vehicle side it's a much more fragmented market. And as we continue to look at more expansive on the dealer side as well as looking at you know in the service channel, we're looking to broaden our reach because it's really critical in our model to get through to the conversion is to get the vehicle radio on and engage the service at point of sale. So if you look at the conversion, you know we're working on various factors whether it's the enhanced system IT tech stack or tech build-out. And I think the tech build-out allows us to be much more targeted in our advertising and talk to them as they're going through their trial.

As we're talking about the great advantages of the different content they're looking at, I think with our marketing we'll be able to increase, you know, the impact of our conversion. I think as you know our churn is a relatively low number and it's historically been relatively stable.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. Okay. Can you talk about what you're seeing in auto trial conversion rates both in the new car side and the used car side? You know, I think it's come down a bit. You know, you expect stabilization at a certain level. And you know how is 360L driving improved subscription metrics that could drive the business to a, you know, to a higher level over time?

Thomas Barry
CFO, SiriusXM

So 360L is really it's a tool that it allows them to straddle between the satellite and streaming. And there's also other advantages in 360L. You get an increased number of channels. You also get podcasting capability, live sports, and other functions. So there's incremental benefit in 360L. And, you know, as we see 360L growing and improving, it'll end up, we think, advancing and moving us forward on the conversion side. 360L is still, you know, rolling out, as we said, at year-end at about 33% of the vehicles rolling out. We look for that to continue to expand up to 40% by the end of this year.

So when you look overall, you know, we're looking at conversion and we're focused on, you know, expanding our use of 360L. And I think the second point I would say on that in advancing our conversion is going to be around our marketing and being more targeted in our marketing to, you know, to engage the, you know, trialers in what is the, you know, the content they're listening to but also the extensions of the content they're listening to of what else they could hear.

Bryan Kraft
Analyst, Deutsche Bank

Okay. Yeah. You mentioned 40% I think you said 360L penetration by the end of the year. 33% currently. What's the path to 360L penetration you know growing you know even higher? And at what point do you get to you know say 75% or 80% of production being 360L?

Thomas Barry
CFO, SiriusXM

You know, it's working through the normal OEM, you know, product timeline. So but we believe we'll be above 50% in a couple years. And so we're continuing to work with the OEMs to increase the penetration of 360L. And we think over the next couple years we'll be up at 50%. And we'll continue to work with the OEMs to expand the impact and the involvement in the vehicle.

Bryan Kraft
Analyst, Deutsche Bank

Okay. Can you talk a little bit about the proliferation of Android Automotive OS and how that impacts the business over the medium to long term?

Thomas Barry
CFO, SiriusXM

Yeah, so we, you know, with the Android Automotive OS, the advantage there is it increases the number of channels. It creates standardization. So we see that as something positive. It'll help us as we get down the road. It's more of a mid-term thing versus a short-term thing. But I think as we're looking at it right now, I think we're rolling out the Lincoln Nautilus first. And we'll see it as it rolls out more across the OEMs that we'll see the benefit of it. But we do see it as another part of the technological advancement and the benefit that we're going to see as we get our content out to more of the available listeners.

Bryan Kraft
Analyst, Deutsche Bank

You mentioned a minute ago that churn is you know has been extremely low. It ticked up you know slightly in 2023 I think but still close to that all-time low. What I really wanna ask you about is do you think you can sustain it at this level? How are you thinking about the churn outlook in 2024?

Thomas Barry
CFO, SiriusXM

So it's a good question, Bryan. So if you look at churn, you know, churn's made up of two or three main components. You basically have voluntary and involuntary non-pay, which is basically subscribers who decide not to pay for the service. And then you have vehicle-related churn. The non-pay side is principally about 1 point. So of the 1.6 that's been our historical rate, about 1 point is related to non-pay. And so that's been fairly consistent over the last, you know, five or six years. What is the variable that's hard to manage is the vehicle-related churn. And the vehicle-related churn last year as SAR has creeped up has grown. And the vehicle-related churn as you look at 2024 will continue to be growing.

I would say you know historically it's been at 1.6. I would say you know it's vehicle-related as SAR continues to the level it is with vehicle-related churn. We could see it tick up a little here in 2024. But I would say overall I think our churn's still at you know record lows. It is a very good range for us.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. How should investors think about the ARPU growth outlook post-2024 or 2023 and 2024 more of an exception to what is otherwise a continuation of you know what's been steady low single-digit ARPU growth? And how are you managing you know discounting relative to your historical practices? Are you shifting toward a customer preference for you know everyday pricing as opposed to you know discounts that expire and then prompt another call into the call center? I know you mentioned packaging and you know earlier and pricing. So I was just curious how you're thinking about those things.

Thomas Barry
CFO, SiriusXM

Yeah, so I mean, ARPU, you know, generally our pricing strategy's been consistent over the years. We generally try to upsell people to the premium package to give them the broadest amount of content. On the subscribers that are either retention- or acquisition-oriented, in some instances we offer them promotional plans. And then when the value proposition's correctly, occasionally about every other year we do have a price increase. That's generally what our pricing strategy's been over the years. I think when you look at where we are going now is I think we're looking at with the new $9.99 streaming plan we announced in December or in November, we're starting to look at, you know, pricing and packaging and putting them more complementary with each other and have it much more correlated to what are you actually being delivered.

If you just want music entertainment, here's the price. So we're gonna start looking at being more focused on the mix. We'll have more marketing information as we get through the summer and we get more information in the transition of data. But you know I think right now our framework of the strategy's gonna remain somewhat the same. But I would say ongoing our objective is to get to more value-oriented proposition as far as our as far as our pricing.

Bryan Kraft
Analyst, Deutsche Bank

Okay. Anything on just on the timeline for, you know, kind of getting it to where you want it to be?

Thomas Barry
CFO, SiriusXM

So if you look at the timeline, so we went new with the MVP , our tech roadmap is looking at, you know, in December we took the new streamers and we put them on the new platform. In-vehicle and car will be sometime this summer. We'll transition over all those subscribers. And then Pandora's supposed to be sometime during 2025. So we're on a roadmap. It's obviously when we get further along and talk about CapEx we're investing in the framework, the commerce and identity and all the rest of the components of the tech stack. But some of it you know we're gonna be able to do earlier. Some of it as we start looking at you know we do have as you know 360L rolled out earlier in 2023.

So we are starting to get more data as you know, as the different areas move along and become more valuable and more subscribers using it. So when you look at it, you know things are gonna be in flight. And I think they're gonna be in flight for this year. But I think we'll start seeing more and more things as we go along in pricing and packaging this year.

Bryan Kraft
Analyst, Deutsche Bank

Okay. I know you touched on it a little bit in your opening remarks. But I guess I wanted to ask you, you know, how is the content offering evolving? You know, the unique and exclusive content that Sirius has has always been a real source of differentiation. So just curious how it evolves from here. And how is the content resonating with younger audiences, which you know I think are a particular focus right now?

Thomas Barry
CFO, SiriusXM

Yeah, I mean, I think we're looking at, you know, the younger audience being a growth market. You know, we have a very strong core market of subscribers, which is the, you know, the older over 45. And you know, we're looking at not only at content; we're looking at different ways to reach out, including with the various pricing and packaging to reach the younger demographic. So we are adjusting our content, as you saw with SmartLess and as I said with John Mayer and with James Corden. We're starting to look at some of the content that will reach the younger generation. This will be ongoing.

But I think the thing that's really gonna be beneficial as we go through this transition is the more data we have, the more information we know, the more that we look at what is actually resonating with our listeners. I think will allow us to adjust our content more quickly to respond to what is our subscribers looking for. And I think as we do that, I think it'll increase our engagement and will allow the business to be more fluid as the as our subscriber base evolves.

Bryan Kraft
Analyst, Deutsche Bank

Can you talk about podcasting a bit and just its role within the content offering and also in your advertising business?

Thomas Barry
CFO, SiriusXM

So when you look at podcasting podcasting we have a great platform for podcasting because not only do you have not only do you have the ad portion of it but we also have an ability in some instances to keep you know some portion of it behind the paywall and in the subscriber side. But you know I I think the overall podcasting is more of an ad play and it's expanding our inventory. So I think that's you know what we're looking at in particular like with SmartLess and some of the rest of the podcasting. Podcasting grew about 25 or 26% last year. We look at podcasting to continue to grow. But like we said in the last question we're gonna look at more broadly podcasts that can reach the younger generation and that can be more impactful.

We think we have a winning formula because we have both the ad side and we have the subscriber side. But the heavy monetization will always be on the ad side in my opinion.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. As the new app and 360L improve the content utilization and discovery I guess I'm curious how does it impact growth and annual content costs you know running through the income statement? Because you know on the one hand you could say well you could put so much more content on the platform now right? But on the other hand you could say well if discovery is so much better there's maybe greater efficiency. So I guess I'm curious on how you think that shakes out.

Thomas Barry
CFO, SiriusXM

So I think if you look at over time, so we're excited about this and as I said about the fluidity of this now is, you know, I think you nailed it right. I mean, I think there's gonna be we're gonna have more focused spending. We're gonna know what we wanna really go out and reach agreement with or to buy different artists. We're gonna know because we have data now, which I think is a significant benefit. We're also gonna know what isn't selling as well or what is not, you know, reaching our subscribers well. If it's not reaching our subscribers well, sometimes we just need to work on revisiting the curation of that channel or revisiting how we're actually going to market. But you know, I think the thing that's great is we're gonna have much more data.

I think the data's gonna allow us to be more efficient with our spend. You know what? But it'll also give us the ability if there is areas that we wanna that we believe there's demand for we can invest further to expand the value proposition to our subscribers. So you know I'm excited from a financial standpoint of being able to reach out and being able to see like what the real numbers correlate with. And so you know I think overall our you know programming will you know grow. But I think it'll be growing more efficiently.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. Yeah, I guess as a CFO it's your dream to actually have the data right?

Thomas Barry
CFO, SiriusXM

It takes a long time to get to that point. But yeah no it's great to be in a position with a lot of data.

Bryan Kraft
Analyst, Deutsche Bank

The capabilities of 360L combined with the Pandora product have long been considered this and ad-supported no-subscription, you know, in-car product. Is this something that the company is considering as a way to monetize non-subscribers and to create, you know, frankly a new funnel for acquisition on the subscription side of the business?

Thomas Barry
CFO, SiriusXM

Yeah, I mean, it's so, Bryan, over the years ever since we acquired Pandora, there's always been that discussion.

Bryan Kraft
Analyst, Deutsche Bank

Yeah.

Thomas Barry
CFO, SiriusXM

It's come, it's gone, it's come, it's gone. And you know, I think there's a real opportunity there. I think it's gonna come to a head as we get Pandora onto the same platform as we have SiriusXM, which will be by the end of next year. I think there's real real opportunity. I think there's a opportunity for an ad-supported, you know, tier. I think there's a there's a there's an opportunity of having a lower subscriber price with some ads. So I think there's a lot of opportunity that we're gonna look at in our pricing and packaging. And I do think with the we we can meet more listeners' needs by actually even having a front-ended, you know, that's an ad-based, you know, tier of just of of some certain levels of channels. So I think there's a great opportunity there. We're looking at it.

and you know I think the opportunity will be there very quickly in the next couple years.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. Yeah, it's sort of interesting too because I think when the Pandora acquisition was first done, one of the opportunities that was articulated was it could be basically a competition for terrestrial radio, right? 'Cause now you've got an ad-supported free product in the car. And now you look at what's happening and you know radio's getting really hit because of the lack of measurement, right? As you know, the ad recession—if you wanna call it that—or slowdown has hit. So you know, but you'll actually have data though.

Thomas Barry
CFO, SiriusXM

Right.

Bryan Kraft
Analyst, Deutsche Bank

It's an attribution so.

Thomas Barry
CFO, SiriusXM

Yeah, and I think, you know, we're working extensively on, you know, when we talk about pricing and packaging, we're looking at all the different variables to see how we can create the best value proposition. Because, as you said, there are people who just don't wanna pay for radio.

Bryan Kraft
Analyst, Deutsche Bank

Yeah.

Thomas Barry
CFO, SiriusXM

Those people are willing to go ad-based. You know we have an opportunity to play there I feel.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. Okay. On your recent earnings call Jennifer mentioned the opportunity to migrate the in-car experience to the new technology platform creating a new level of flexibility in packaging and pricing. Can you provide more color just on the opportunity and what it means for the company to move you know in-car over to the new tech stack?

Thomas Barry
CFO, SiriusXM

So, as I said, I think it'll be sometime later this summer or during the summer. So we're looking at the migration over and I think as you look at it you'll see a lot of great benefits. I think the account management will be a lot easier. The profile will be easier for people to utilize. And I think our overall relationship will be better as far as you know dealing with pricing. But most importantly we'll have more able to centrally control the marketing side. And I think the marketing side will allow us to better be able to tell you where you know some great concerts are or where channels are that are just a little bit off where your normal you know everyone has a certain you know set of channels they listen to.

It'll allow them to focus on other channels that are actually playing music very similar to the ones they like listening to. So I think from a marketing standpoint and being able to increase the ability to do discovery and search, allowing people to have more personalization of what they really would like on their radio, I think it opens opportunity. And I think in opening opportunity, I think it's our job between the marketing and just the curiosity of our listeners that'll allow it. It'll increase the engagement of our product.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. I just wanna talk about advertising for a minute. You know, it's been a headwind to growth for several quarters and it's just cyclically. What are you seeing currently in the advertising-driven parts of your business? You know, Pandora off-platform and the satellite radio side?

Thomas Barry
CFO, SiriusXM

Yeah, I mean, when you look at that, we have had headwind for, you know, an extended period of time. You know, the headwind generally impacts the direct and the satellite business. I think as we've talked about, the programmatic and the podcasting's done very well over the last couple years and will continue to do well this year. You know, and so we've had some level of headwind. You know, as we look at, we're working through our first quarter, we are starting to see some positive indicators on the in the ad market. So I think, you know, hopefully that'll play out for the year. But you know, we are seeing some early positive indicators.

Bryan Kraft
Analyst, Deutsche Bank

Okay. All right. Encouraging. Talk about the cost side of the business a bit. How are you managing costs as you navigate this, you know, lower subscriber and lower advertising growth environment or transition if you wanna call it that?

Thomas Barry
CFO, SiriusXM

You know, I think when you look at the business, Jennifer and I have been trying to look at, you know, optimizing the business. And what I mean optimizing is, you know, as you end up and we build this tech stack, you need different people, different engineers, different skill base to be data analytic people.

We are basically revisiting the whole structure of the business and we're making it faster and being able to deliver with what is the future business. And so when you look at overall costs you know we're looking at things like customer care where we're working with we have an agreement with Sierra AI to make it so the customer care is not only less costly but it's actually more beneficial to our customers and it's easier to deal with. And so we're seeing things like that that are a win-win on both sides.

But as you look at all these, the programming, the marketing, the customer care, as you look at each one of them, what we're doing is we're reducing costs with the intention in a lot of instances to reinvest in other areas of the business, whether it's the tech stack or whether it's other areas. You know, and so we are very tight and we're very restrictive as far as our control of the P&L. But we actually see you know there's opportunities to build the future of the company. And you know, I think we got to this point at SiriusXM you know through a lot of heavy work and heavy lifting dependent on the satellite. And now we're creating the next you know the next generation of our platform, the next generation of our business.

Bryan Kraft
Analyst, Deutsche Bank

What do you think the margin trajectory looks like medium to long term? You know for a number of years there was you know there was this margin expansion story as you scaled revenue over the fixed cap part of the cost base. You know how are you thinking about that going forward?

Thomas Barry
CFO, SiriusXM

I mean, when I look at the gross profit margin, I think we're somewhere between 53% and 54%. I think, you know, based upon where we are right now, I mean, I think as you know, most of our contracts, the OEM contracts, are long-term contracts. They're not gonna change a lot in the near term. A lot of our licensing contracts are more long-term in nature. So I would say the gross profit in the EBITDA margin, which is roughly low 30 to right around 31%, I think that's gonna be consistent. And I think, you know, it'll work, it'll operate in a similar manner going forward in the near term. You know, I think as you look further, we're gonna continue to, you know, reduce costs, invest. But I think that overall those metrics should stay intact.

Bryan Kraft
Analyst, Deutsche Bank

Okay. You've got it to free cash flow being flat this year given that the company is still at the top of this capital investment cycle. How should investors be thinking about steady-state CapEx you know once we get beyond the cycle? And you know maybe just you could talk about when you get there. And also I guess you know how many years it'll be before another investment cycle commences at least on the satellite side?

Thomas Barry
CFO, SiriusXM

Okay, sure. Yeah. So, just pulling that part. So, the satellite CapEx, you know, our last satellite we're gonna launch in this cycle will be in 2027. By then, we will have the sat CapEx down to relatively a relatively small number. And so, that'll bring the satellite CapEx raised level of capital investment down to nearly zero. And then, the non-sat CapEx we're investing heavily in 2024, which is a high-water year, 2025. And then, that should tail off starting in 2026. So, we're going through a heavy period, a lot of transition in the business, a lot of change is going on. We're investing in, you know, as you look at the use of cash, we're investing in the growth of our own business. And that's what we feel is a good use of our cash.

And I think you know what you'll look at after that is I think our next you know just breaking satellite out I think our next satellite cycle will be somewhere in 2035. 2036.

Bryan Kraft
Analyst, Deutsche Bank

2035. All right. You got some time?

Thomas Barry
CFO, SiriusXM

Yeah, we have some definitely a lot of time between here and there, so that's good.

Bryan Kraft
Analyst, Deutsche Bank

Goes fast though.

Thomas Barry
CFO, SiriusXM

It does. It comes up on you quickly.

Bryan Kraft
Analyst, Deutsche Bank

Let's see. I guess I wanted to ask you about capital allocation. I, you know, once the merger with Liberty Sirius is complete and your buyback's been on hold. So you know what does capital allocation look like post-close?

Thomas Barry
CFO, SiriusXM

So you know, so you know, I think as we've said, you know, Liberty filed the S-4. And we initially said that we would close the transaction early in Q3. You know, Greg Maffei, our chairman and CEO of our chairman and the CEO of Liberty, has said it could happen earlier because of the level of comments we've received back in the regular SEC filing process. So we see it, you know, we're looking forward to the closing of the transaction. I think when you look at the capital side, we're gonna continue doing it as we've done where we're, you know, obviously we're investing in our own core business. We'll maintain the dividend that we currently have. We'll continue with the dividend. And then our third point is going to be focusing on deleveraging.

So we've always been comfortable and we've always said for years that we're comfortable in the low- to mid-3x leverage ratio. You know it's our intention to continue to target that. We'll go up briefly as we take on debt related to the Liberty transaction. But we believe in the second half of 2025 we'll be in good position to you know pursue or consider the options of being back in the buyback market. We will continue to be in buybacks opportunistically if the market does present itself. But our focus is really on deleveraging at this point.

and you know, and I would say also, if you step back from a macro standpoint, if you look at the way we're the way we're doing this transaction, it is they're actually retiring shares that are related to the $1.7 billion of debt we're taking. So it's really a leveraged buyback for all intents and purposes. We're paying it up front. They're retiring the shares at the front. So you know, so when you look at it, you know, I'd say in the short term, to summarize, we're really focused on deleveraging in the next 12-18 months. And that's what's gonna be our primary focus.

Bryan Kraft
Analyst, Deutsche Bank

Should we think about the nearer term target being the high end of the leverage range before you kinda return to the market to repurchase shares or?

Thomas Barry
CFO, SiriusXM

Yeah, so yeah, I think we, you know, I think what we've said is, I think, you know, our leverage will be about 3.9 when the transaction closes. Our goal is to get back down to low-to-mid 3s, you know, and I think as far as buybacks, I think we'll probably be out of the market unless there's some real opportunistic event occurs and that we feel we need to get back in.

Bryan Kraft
Analyst, Deutsche Bank

Right. Anything in terms of, well, not that you're gonna say what it might be, but how are you thinking about the potential opportunity for M&A as part of your capital allocation framework?

Thomas Barry
CFO, SiriusXM

You know, M&A is part of it. I think we're probably gonna focus first on deleveraging to a place of safety. But you know, I would assume probably you know we're always looking at smaller M&A transactions. I mean smaller things that will either help us on, you know, on programmatic or help us in various areas. So we look at smaller things. But I think right now our heavy focus will be on deleveraging. That's really where we feel most comfortable. And I think it'll give us the most agility as we respond to the markets, you know, 12 months from now.

Bryan Kraft
Analyst, Deutsche Bank

Yeah. But if you were to, I mean, it sounds like it's more about getting capabilities that you can then bring into the business and scale.

Thomas Barry
CFO, SiriusXM

Yeah.

Bryan Kraft
Analyst, Deutsche Bank

I like we've talked about there's so much changing in our business whether it's the pricing and packaging whether it's the tech stack whether it's getting the sat we have a lot. I think 12 months from now 18 months from now we'll be looking at different things and be interested in different things. So you know I think you know our focus will be to delever. Yeah. We have a few minutes left. If I maybe I could throw one in on just if you could talk about where you are on the EV manufacturers and you know kinda pursuing to the extent you can you know pursuing some of the EVs or getting penetration among those vehicles.

Thomas Barry
CFO, SiriusXM

You know, I think we have high 85% penetration of the OEMs themselves, that being large OEMs. The EVs, you know, you know, we have Rivian. We have Polestar. We have a couple other ones. But we continue to be focused on expanding in our penetration there. Obviously, without stating the obvious, we don't have Tesla at this point. We're working on, you know, our relationship with Tesla. But you know, we are very focused on it. We're happy with where we are. But obviously we would like to get, you know, a couple of the bigger ones including Tesla on board in the near term.

Bryan Kraft
Analyst, Deutsche Bank

All right. Great. All right. Well thanks very much Tom. Thanks everyone for joining us.

Thomas Barry
CFO, SiriusXM

All right. Thank you very much. Appreciate the time.

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