Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 24, 2020 | |
Cover [Abstract] | ||
Entity Central Index Key | 0000908937 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-34295 | |
Entity Registrant Name | SIRIUS XM HOLDINGS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 38-3916511 | |
Entity Address, Address Line One | 1221 Avenue of the Americas | |
Entity Address, Address Line Two | 35th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10020 | |
City Area Code | 212 | |
Local Phone Number | 584-5100 | |
Title of 12(b) Security | Common stock, $0.001 par value | |
Trading Symbol | SIRI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,379,119,828 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Revenue | $ 1,952 | $ 1,744 |
Cost of services: | ||
Cost of services | 839 | 739 |
Subscriber acquisition costs | 99 | 108 |
Sales and marketing | 225 | 183 |
Engineering, design and development | 71 | 54 |
General and administrative | 107 | 135 |
Depreciation and amortization | 132 | 107 |
Acquisition and other related costs | 0 | 76 |
Total operating expenses | 1,484 | 1,411 |
Income from operations | 468 | 333 |
Other (expense) income: | ||
Interest expense | (99) | (90) |
Loss on extinguishment of debt | 0 | (1) |
Other (expense) income | 4 | 1 |
Total other (expense) income | (95) | (90) |
Income before income taxes | 373 | 243 |
Income tax expense | (80) | (81) |
Net income | 293 | 162 |
Foreign currency translation adjustment, net of tax | (25) | 7 |
Total comprehensive income | $ 268 | $ 169 |
Net income per common share: | ||
Basic (in dollars per share) | $ 0.07 | $ 0.04 |
Diluted (in dollars per share) | $ 0.07 | $ 0.03 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 4,405 | 4,571 |
Diluted (in shares) | 4,515 | 4,678 |
Subscriber revenue | ||
Revenue: | ||
Revenue | $ 1,585 | $ 1,458 |
Advertising revenue | ||
Revenue: | ||
Revenue | 285 | 209 |
Equipment | ||
Revenue: | ||
Revenue | 41 | 41 |
Cost of services: | ||
Cost of services | 4 | 6 |
Other revenue | ||
Revenue: | ||
Revenue | 41 | 36 |
Revenue share and royalties | ||
Cost of services: | ||
Cost of services | 570 | 492 |
Programming and content | ||
Cost of services: | ||
Cost of services | 118 | 106 |
Customer service and billing | ||
Cost of services: | ||
Cost of services | 118 | 113 |
Transmission | ||
Cost of services: | ||
Cost of services | $ 40 | $ 31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 40 | $ 106 |
Receivables, net | 604 | 670 |
Inventory, net | 12 | 11 |
Related party current assets | 15 | 22 |
Prepaid expenses and other current assets | 212 | 194 |
Total current assets | 883 | 1,003 |
Property and equipment, net | 1,609 | 1,626 |
Intangible assets, net | 3,429 | 3,467 |
Goodwill | 3,843 | 3,843 |
Related party long-term assets | 495 | 452 |
Deferred tax assets | 89 | 153 |
Operating lease right-of-use assets | 452 | 466 |
Other long-term assets | 135 | 139 |
Total assets | 10,935 | 11,149 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,029 | 1,151 |
Accrued interest | 98 | 160 |
Current portion of deferred revenue | 1,923 | 1,930 |
Current maturities of debt | 2 | 2 |
Operating lease current liabilities | 47 | 46 |
Related party current liabilities | 3 | 4 |
Total current liabilities | 3,102 | 3,293 |
Long-term deferred revenue | 126 | 130 |
Long-term debt | 7,847 | 7,842 |
Deferred tax liabilities | 70 | 70 |
Operating lease liabilities | 444 | 456 |
Other long-term liabilities | 93 | 94 |
Total liabilities | 11,682 | 11,885 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity (deficit): | ||
Common stock, par value $0.001 per share; 9,000 shares authorized; 4,379 and 4,412 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 4 | 4 |
Accumulated other comprehensive income (loss), net of tax | (17) | 8 |
Additional paid-in capital | 116 | 395 |
Treasury stock, at cost; 0 and 0 shares of common stock at March 31, 2020 and December 31, 2019, respectively | 0 | 0 |
Accumulated deficit | (850) | (1,143) |
Total stockholders’ equity (deficit) | (747) | (736) |
Total liabilities and stockholders’ equity (deficit) | $ 10,935 | $ 11,149 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 4,379,000,000 | 4,412,000,000 |
Common stock, shares outstanding (in shares) | 4,379,000,000 | 4,412,000,000 |
Treasury stock (in shares) | 0 | 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Accumulated Other Comprehensive Income (Loss) | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Pandora | PandoraCommon Stock | PandoraAdditional Paid-in Capital |
Beginning balance (in shares) at Dec. 31, 2018 | 4,346 | 0 | |||||||
Beginning balance at Dec. 31, 2018 | $ (1,817) | $ 4 | $ (6) | $ 242 | $ 0 | $ (2,057) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Comprehensive income, net of tax | 169 | 7 | 162 | ||||||
Share-based payment expense | 74 | 74 | |||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 8 | ||||||||
Exercise of stock options and vesting of restricted stock units | 0 | ||||||||
Withholding taxes on net share settlement of stock-based compensation | (34) | (34) | |||||||
Cash dividends paid on common stock | (57) | (57) | |||||||
Issuance of common stock as part of Pandora Acquisition (in shares) | 392 | ||||||||
Issuance of common stock as part of Pandora Acquisition | $ 2,355 | $ 1 | $ 2,354 | ||||||
Equity component of convertible note | 68 | 68 | |||||||
Common stock repurchased (in shares) | 101 | ||||||||
Common stock repurchased | (604) | $ (604) | |||||||
Common stock retired (in shares) | (96) | (96) | |||||||
Common stock retired | 0 | (576) | $ 576 | ||||||
Ending balance (in shares) at Mar. 31, 2019 | 4,650 | 5 | |||||||
Ending balance at Mar. 31, 2019 | 154 | $ 5 | 1 | 2,071 | $ (28) | (1,895) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 4,412 | 0 | |||||||
Beginning balance at Dec. 31, 2019 | (736) | $ 4 | 8 | 395 | $ 0 | (1,143) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Comprehensive income, net of tax | 268 | (25) | 293 | ||||||
Share-based payment expense | 59 | 59 | |||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 8 | ||||||||
Exercise of stock options and vesting of restricted stock units | 0 | ||||||||
Withholding taxes on net share settlement of stock-based compensation | (36) | (36) | |||||||
Cash dividends paid on common stock | (59) | (59) | |||||||
Common stock repurchased (in shares) | 41 | ||||||||
Common stock repurchased | (243) | $ (243) | |||||||
Common stock retired (in shares) | (41) | (41) | |||||||
Common stock retired | 0 | (243) | $ 243 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 4,379 | 0 | |||||||
Ending balance at Mar. 31, 2020 | $ (747) | $ 4 | $ (17) | $ 116 | $ 0 | $ (850) |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividend per share of common stock (in dollars per share) | $ 0.01331 | $ 0.0121 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Cash flows from operating activities: | |||
Net income | $ 293 | $ 162 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 132 | 107 | |
Non-cash interest expense, net of amortization of premium | 5 | 4 | |
Provision for doubtful accounts | 19 | 14 | |
Amortization of deferred income related to equity method investment | (1) | (1) | |
Loss on extinguishment of debt | 0 | 1 | |
Loss on unconsolidated entity investments, net | 2 | 4 | |
Loss (gain) on other investments | 5 | (2) | |
Share-based payment expense | 55 | 70 | |
Deferred income taxes | 72 | 77 | |
Changes in operating assets and liabilities: | |||
Receivables | 47 | (13) | |
Inventory | (1) | 2 | |
Related party, net | 6 | (1) | |
Prepaid expenses and other current assets | (18) | (31) | |
Other long-term assets | 2 | 3 | |
Operating lease right-of-use assets | 14 | 19 | |
Accounts payable and accrued expenses | (131) | 15 | |
Accrued interest | (62) | (42) | |
Deferred revenue | (11) | 20 | |
Operating lease liabilities | (11) | (17) | |
Other long-term liabilities | (1) | 5 | |
Net cash provided by operating activities | 416 | 396 | |
Cash flows from investing activities: | |||
Additions to property and equipment | (62) | (90) | |
Purchases of other investments | (6) | (6) | |
Acquisition of business, net of cash acquired | 0 | 313 | |
Sale of short-term investments | 0 | 72 | |
Investments in related parties and other equity investees | (80) | (5) | |
Repayment from related party | 3 | 0 | |
Net cash (used in) provided by investing activities | (145) | 284 | |
Cash flows from financing activities: | |||
Taxes paid from net share settlements for stock-based compensation | (35) | (33) | |
Revolving credit facility, net of deferred financing costs | 0 | 143 | |
Proceeds from sale of capped call security | 0 | 3 | |
Principal payments of long-term borrowings | (2) | (152) | |
Common stock repurchased and retired | (243) | (576) | |
Dividends paid | (59) | (57) | |
Net cash used in financing activities | (339) | (672) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (68) | 8 | |
Cash, cash equivalents and restricted cash at beginning of period | 120 | 65 | |
Cash, cash equivalents and restricted cash at end of period | [1] | 52 | 73 |
Cash paid during the period for: | |||
Interest, net of amounts capitalized | 155 | 128 | |
Income taxes paid | 5 | 1 | |
Non-cash investing and financing activities: | |||
Treasury stock not yet settled | 0 | (28) | |
Fair value of shares issued related to acquisition of a business | 0 | 2,355 | |
Accumulated other comprehensive income (loss), net of tax | $ (25) | $ 7 | |
[1] | The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year.Cash and cash equivalents : March 31, 2020: $40, December 31, 2019: $106, March 31, 2019: $62, December 31, 2018: $54 Restricted cash included in Other long-term assets: March 31, 2020: $12, December 31, 2019: $14, March 31, 2019: $11, December 31, 2018: $11Total cash, cash equivalents and restricted cash at end of period: March 31, 2020: $52, December 31, 2019: $120, March 31, 2019: $73, December 31, 2018: $65 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | ||
Statement of Cash Flows [Abstract] | ||||||
Cash and cash equivalents | $ 40 | $ 106 | $ 62 | $ 54 | ||
Restricted cash included in Other long-term assets | 12 | 14 | 11 | 11 | ||
Cash, cash equivalents and restricted cash at end of period | $ 52 | [1] | $ 120 | $ 73 | [1] | $ 65 |
[1] | The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year.Cash and cash equivalents : March 31, 2020: $40, December 31, 2019: $106, March 31, 2019: $62, December 31, 2018: $54 Restricted cash included in Other long-term assets: March 31, 2020: $12, December 31, 2019: $14, March 31, 2019: $11, December 31, 2018: $11Total cash, cash equivalents and restricted cash at end of period: March 31, 2020: $52, December 31, 2019: $120, March 31, 2019: $73, December 31, 2018: $65 |
Business & Basis of Presentatio
Business & Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business & Basis of Presentation | Business & Basis of Presentation This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. and its subsidiaries (collectively “Holdings”). The terms “Holdings,” “we,” “us,” “our,” and “our company” as used herein, and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc. and its subsidiaries. “Sirius XM” refers to our wholly owned subsidiary Sirius XM Radio Inc. and its subsidiaries. “Pandora” refers to Sirius XM's wholly owned subsidiary Pandora Media, LLC (the successor to Pandora Media, Inc.) and its subsidiaries. Holdings has no operations independent of Sirius XM and Pandora. Business We operate two complementary audio entertainment businesses - our Sirius XM business and our Pandora business. Sirius XM Our Sirius XM business features music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis. The Sirius XM service is distributed through our two proprietary satellite radio systems and through the internet via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and our website. Our Sirius XM service is also available through our user interface, which we call “360L,” that combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience. The primary source of revenue from our Sirius XM business is generated from subscription fees, with most of our customers subscribing to monthly, quarterly, semi-annual or annual plans. We also derive revenue from advertising on select non-music channels, direct sales of our satellite radios and accessories, and other ancillary services. As of March 31, 2020 , our Sirius XM business had approximately 34.8 million subscribers. In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers and directly to consumers through aftermarket devices. These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather, fuel prices, sports schedules and scores and movie listings, a traffic information service that includes information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time weather services in vehicles, boats and planes. Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics. Pandora Our Pandora business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand. Pandora is available as an ad-supported radio service, a radio subscription service, called Pandora Plus, and an on-demand subscription service, called Pandora Premium. As of March 31, 2020 , Pandora had approximately 6.3 million subscribers. The majority of revenue from our Pandora business is generated from advertising on our Pandora ad-supported radio service. In 2018, Pandora entered in to an agreement with SoundCloud Holdings, LLC ("SoundCloud") to be its exclusive US ad sales representative. Through this arrangement Pandora is able to offer advertisers the ability to execute campaigns in the US across the Pandora and SoundCloud listening platforms. In addition, through AdsWizz Inc., Pandora provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions. On February 10, 2020, Sirius XM invested $75 in SoundCloud. SoundCloud is the world’s largest open audio platform, with a connected community of creators, listeners, and curators. SoundCloud’s platform enables its users to upload, promote, share and create audio entertainment. The minority investment complements the existing ad sales relationship between SoundCloud and Pandora. Refer to Note 11 for more information on this investment. Together, Sirius XM, Pandora and SoundCloud reach more than 140 million listeners, creating North America's largest digital audio advertising marketplace. Impact of the coronavirus (“COVID-19”) pandemic The extent to which the COVID-19 pandemic and the related economic impact may affect our financial condition or results of operations is uncertain. The extent of the impact on our operational and financial performance will depend on various factors, including the duration and spread of the outbreak and its impact on vehicle sales, advertising and consumer spending. To date, the pandemic has not increased our costs of or access to capital under our revolving credit facility, and we do not believe it is reasonably likely to in the future. In addition, we do not believe that the pandemic will affect our ongoing ability to meet the covenants in our debt instruments, including under our revolving credit facility. Due to the nature of our subscription business, the effect of the COVID-19 pandemic may not be fully reflected in our results of operations until future periods. Liberty Media As of March 31, 2020 , Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 72% of the outstanding shares of our common stock. As a result, we are a “controlled company” for the purposes of the NASDAQ corporate governance requirements. Basis of Presentation The accompanying unaudited consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation. In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 have been made. Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 4, 2020. Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 17 for information related to our segments. We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q for the three months ended March 31, 2020 and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements refer to Note 18. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes. We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained, any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Fair Value Measurements For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of March 31, 2020 and December 31, 2019 , the carrying amounts of cash and cash equivalents, receivables and accounts payable approximated fair value due to the short-term nature of these instruments. Our liabilities measured at fair value were as follows: March 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Fair Level 1 Level 2 Level 3 Total Fair Liabilities: Debt (a) — $ 8,013 — $ 8,013 — $ 8,378 — $ 8,378 (a) The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm. Refer to Note 12 for information related to the carrying value of our debt as of March 31, 2020 and December 31, 2019 . Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive loss of $17 was primarily comprised of the cumulative foreign currency translation adjustments related to our investment in and loan to Sirius XM Canada (refer to Note 11 for additional information). During the three months ended March 31, 2020 , we recorded foreign currency translation adjustment loss of $25 , net of tax benefit of $8 . During the three months ended March 31, 2019 , we recorded foreign currency translation adjustment income of $7 , net of a tax expense of $2 . Recently Adopted Accounting Policies In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of income as the costs related to the hosting fees. The guidance in this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted including adoption in any interim period. The amendments will be applied prospectively to all implementation costs incurred after adoption. This ASU will not have a material impact on our consolidated statements of operations. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On February 1, 2019, through a series of transactions, Pandora Media, Inc., became an indirect wholly owned subsidiary of Sirius XM and continues to operate as Pandora Media, LLC (the “Pandora Acquisition”). In connection with the Pandora Acquisition, we purchased all of the outstanding shares of the capital stock of Pandora for $2,355 by converting each outstanding share of Pandora common stock into 1.44 shares of our common stock and we also canceled our preferred stock investment in Pandora for $524 for total consideration of $2,879 . Net cash acquired was $313 . As part of the Pandora Acquisition, Holdings unconditionally guaranteed all of the payment obligations of Pandora under its outstanding 1.75% convertible senior notes due 2020 and 1.75% convertible senior notes due 2023. The table below shows the value of the consideration paid in connection with the Pandora Acquisition: Total Pandora common stock outstanding 272 Exchange ratio 1.44 Common stock issued 392 Price per share of Holdings common stock $ 5.83 Value of common stock issued to Pandora stockholders $ 2,285 Value of replacement equity awards attributable to pre-combination service $ 70 Consideration of common stock and replacement equity awards for pre-combination service $ 2,355 Sirius XM’s Pandora preferred stock investment (related party fair value instrument) canceled $ 524 Total consideration for Pandora Acquisition $ 2,879 Value attributed to par at $0.001 par value $ 1 Balance to capital in excess of par value $ 2,354 We recognized acquisition related costs of $76 that were expensed in Acquisition and other related costs in our unaudited consolidated statements of comprehensive income during the three months ended March 31, 2019 . Pro Forma Financial Information Pandora was consolidated into our financial statements starting on the acquisition date, February 1, 2019. The aggregate revenue and net loss of Pandora consolidated into our financial statements was $251 and $122 , respectively, for the three months ended March 31, 2019 . The following pro forma financial information presents our results as if the Pandora Acquisition had occurred on January 1, 2019: For the Three Months Ended March 31, 2020 2019 Total revenue $ 1,954 $ 1,860 Net income $ 293 $ 181 These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are not the results that would have been realized had the acquisition actually occurred on January 1, 2019 and are not indicative of our consolidated results of operations in future periods. The pro forma results primarily include adjustments related to amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs, fair value gain or loss on the Pandora investment and associated tax impacts. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three months ended March 31, 2020 and 2019 . Common stock equivalents of 40 and 60 for the three months ended March 31, 2020 and 2019 , respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. We issued 392 shares of our common stock in connection with the Pandora Acquisition. For the Three Months Ended March 31, 2020 2019 Numerator: Net Income available to common stockholders for basic net income per common share $ 293 $ 162 Effect of interest on assumed conversions of convertible notes, net of tax 2 1 Net Income available to common stockholders for dilutive net income per common share $ 295 $ 163 Denominator: Weighted average common shares outstanding for basic net income per common share 4,405 4,571 Weighted average impact of assumed convertible notes 29 25 Weighted average impact of dilutive equity instruments 81 82 Weighted average shares for diluted net income per common share 4,515 4,678 Net income per common share: Basic $ 0.07 $ 0.04 Diluted $ 0.07 $ 0.03 |
Receivables, net
Receivables, net | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Receivables, net | Receivables, net Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables. Customer accounts receivable, net, includes receivables from our subscribers, advertising customers and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income. Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties. Receivables, net, consists of the following: March 31, 2020 December 31, 2019 Gross customer accounts receivable $ 481 $ 546 Allowance for doubtful accounts (17 ) (14 ) Customer accounts receivable, net $ 464 $ 532 Receivables from distributors 115 113 Other receivables 25 25 Total receivables, net $ 604 $ 670 |
Inventory, net
Inventory, net | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory, net | Inventory, net Inventory consists of finished goods, refurbished goods, chipsets and other raw material components used in manufacturing radios and connected vehicle devices. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our unaudited consolidated statements of comprehensive income. The provision related to inventory consumed in our OEM channel is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of comprehensive income. Inventory, net, consists of the following: March 31, 2020 December 31, 2019 Raw materials $ 4 $ 3 Finished goods 12 13 Allowance for obsolescence (4 ) (5 ) Total inventory, net $ 12 $ 11 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other , states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASC 350 also states that a reporting unit with a zero or negative carrying amount is not required to perform a qualitative assessment. Our Sirius XM reporting unit, which has an allocated goodwill balance of $2,290 , had a negative carrying amount as of March 31, 2020 . As of March 31, 2020 , there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three months ended March 31, 2020 and 2019 . As of March 31, 2020 , the cumulative balance of goodwill impairments recorded was $4,766 , which was recognized during the year ended December 31, 2008 and is included in the carrying value of the goodwill allocated to our Sirius XM reporting unit. As of March 31, 2020 and December 31, 2019 , the carrying amount of goodwill for our Sirius XM and Pandora reporting units was $2,290 and $1,553 , respectively. There was no activity related to goodwill during the three months ended March 31, 2020 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets include the following: March 31, 2020 December 31, 2019 Weighted Gross Accumulated Amortization Net Carrying Gross Accumulated Amortization Net Carrying Indefinite life intangible assets: FCC licenses Indefinite $ 2,084 $ — $ 2,084 $ 2,084 $ — $ 2,084 Trademarks Indefinite 251 — 251 251 — 251 Definite life intangible assets: OEM relationships 15 years 220 (94 ) 126 220 (90 ) 130 Licensing agreements 12 years 45 (43 ) 2 45 (42 ) 3 Software and technology 7 years 35 (26 ) 9 35 (25 ) 10 Due to Pandora Acquisition: Indefinite life intangible assets: Trademarks Indefinite $ 331 $ — $ 331 $ 331 $ — $ 331 Definite life intangible assets: Customer relationships 8 years 403 (62 ) 341 403 (49 ) 354 Software and technology 5 years 373 (88 ) 285 373 (69 ) 304 Total intangible assets $ 3,742 $ (313 ) $ 3,429 $ 3,742 $ (275 ) $ 3,467 Indefinite Life Intangible Assets We have identified our FCC licenses and XM, Pandora and Automatic trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time. Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of March 31, 2020 , there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three months ended March 31, 2020 and 2019 . Definite Life Intangible Assets Amortization expense for all definite life intangible assets was $38 and $27 for the three months ended March 31, 2020 and 2019 , respectively. There were no retirements of definite lived intangible assets during the three months ended March 31, 2020 . The expected amortization expense for each of the fiscal years 2020 through 2024 and for periods thereafter is as follows: Years ending December 31, Amount 2020 (remaining) $ 114 2021 146 2022 144 2023 134 2024 69 Thereafter 156 Total definite life intangible assets, net $ 763 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net, consists of the following: March 31, 2020 December 31, 2019 Satellite system $ 1,587 $ 1,587 Terrestrial repeater network 100 100 Leasehold improvements 106 105 Broadcast studio equipment 138 137 Capitalized software and hardware 1,083 1,086 Satellite telemetry, tracking and control facilities 88 87 Furniture, fixtures, equipment and other 90 89 Land 38 38 Building 63 63 Construction in progress 554 505 Total property and equipment 3,847 3,797 Accumulated depreciation and amortization (2,238 ) (2,171 ) Property and equipment, net $ 1,609 $ 1,626 Construction in progress consists of the following: March 31, 2020 December 31, 2019 Satellite system $ 384 $ 371 Terrestrial repeater network 8 7 Capitalized software and hardware 141 107 Other 21 20 Construction in progress $ 554 $ 505 Depreciation and amortization expense on property and equipment was $94 and $80 for the three months ended March 31, 2020 and 2019 , respectively. Property and equipment of $29 was retired during the three months ended March 31, 2020 . We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $5 and $4 for the three months ended March 31, 2020 and 2019 , respectively, which related to the construction of our SXM-7 and SXM-8 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $4 and $3 for the three months ended March 31, 2020 and 2019 , respectively. Satellites As of March 31, 2020 , we owned a fleet of five satellites. The chart below provides certain information on our satellites as of March 31, 2020 : Satellite Description Year Delivered Estimated End of SIRIUS FM-5 2009 2024 SIRIUS FM-6 2013 2028 XM-3 2005 2020 XM-4 2006 2021 XM-5 2010 2025 Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite licenses. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The following table outlines the years in which each of our satellite licenses expires: FCC satellite licenses Expiration year SIRIUS FM-5 2025 SIRIUS FM-6 2022 XM-3 2021 XM-4 2022 XM-5 2026 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 18 years , some of which may include options to extend the leases for up to 5 years , and some of which may include options to terminate the leases within 1 year . We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. The components of lease expense were as follows: For the Three Months Ended March 31, 2020 2019 Operating lease cost $ 20 $ 17 Finance lease cost — 1 Sublease income — (1 ) Total lease cost $ 20 $ 17 |
Leases | Leases We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 18 years , some of which may include options to extend the leases for up to 5 years , and some of which may include options to terminate the leases within 1 year . We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. The components of lease expense were as follows: For the Three Months Ended March 31, 2020 2019 Operating lease cost $ 20 $ 17 Finance lease cost — 1 Sublease income — (1 ) Total lease cost $ 20 $ 17 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the normal course of business, we enter into transactions with related parties such as Sirius XM Canada and SoundCloud. Liberty Media As of March 31, 2020 , Liberty Media beneficially owned, directly and indirectly, approximately 72% of the outstanding shares of our common stock. Liberty Media has one executive, one senior advisor and one of its directors on our board of directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors. Sirius XM Canada Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share. Sirius XM also made a loan to Sirius XM Canada in the aggregate amount of $131 . The loan is denominated in Canadian dollars and is considered a long-term investment with any unrealized gains or losses reported within Accumulated other comprehensive (loss) income. During the three months ended March 31, 2020 and 2019 , Sirius XM Canada repaid $3 and less than $1 of the principal amount of the loan, respectively. Sirius XM has a Services Agreement and an Advisory Services Agreement with Sirius XM Canada. Each agreement has a thirty year term. Pursuant to the Services Agreement, Sirius XM Canada currently pays Sirius XM 25% of its gross revenues on a monthly basis, and pursuant to the Advisory Services Agreement, Sirius XM Canada pays Sirius XM 5% of its gross revenues on a monthly basis. Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance. Our related party long-term assets balance as of March 31, 2020 and December 31, 2019 included the carrying value of our investment balance in Sirius XM Canada of $300 and $321 , respectively, and, as of March 31, 2020 and December 31, 2019 , also included $118 and $131 , respectively, for the long-term value of the outstanding loan to Sirius XM Canada. Sirius XM Canada paid gross dividends to us of less than $1 during each of the three months ended March 31, 2020 and 2019 . Dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Other (expense) income for any remaining portion. We recorded revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income of $25 and $24 for the three months ended March 31, 2020 and 2019 , respectively. SoundCloud On February 10, 2020, Sirius XM completed a $75 investment in SoundCloud's Series G Membership Units ("Series G Units"). The Series G Units are convertible at the option of the holders at any time into shares of ordinary membership units of SoundCloud at a ratio of one ordinary membership unit for each Series G Unit. The investment in SoundCloud is accounted for as an equity method investment which is recorded in Related party long-term assets in our unaudited consolidated balance sheet. Sirius XM has appointed two individuals to serve on SoundCloud's nine -member board of managers. For the three months ended March 31, 2020 , we recorded less than $1 representing our share of SoundCloud's net loss in Other income (expense) in our unaudited consolidated statement of comprehensive income. In addition to our investment in SoundCloud, in 2018 Pandora entered in to an agreement with SoundCloud to be its exclusive US ad sales representative. Through this arrangement Pandora offers advertisers the ability to execute campaigns in the US across the Pandora and SoundCloud listening platforms. We recorded revenue share expense of $12 and $3 related to this agreement during the three months ended March 31, 2020 and 2019 , respectively. We also had related party liabilities of $18 as of March 31, 2020 related to this agreement. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our debt as of March 31, 2020 and December 31, 2019 consisted of the following: Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at March 31, 2020 March 31, 2020 December 31, 2019 Pandora December 2015 1.75% Convertible Senior Notes December 1, 2020 semi-annually on June 1 and December 1 $ 1 $ 1 $ 1 Sirius XM July 2017 3.875% Senior Notes August 1, 2022 semi-annually on February 1 and August 1 1,000 996 995 Sirius XM May 2013 4.625% Senior Notes May 15, 2023 semi-annually on May 15 and November 15 500 498 498 Pandora June 2018 1.75% Convertible Senior Notes December 1, 2023 semi-annually on June 1 and December 1 193 165 163 Sirius XM July 2019 4.625% Senior Notes July 15, 2024 semi-annually on January 15 and July 15 1,500 1,485 1,485 Sirius XM March 2015 5.375% Senior Notes April 15, 2025 semi-annually on April 15 and October 15 1,000 994 993 Sirius XM May 2016 5.375% Senior Notes July 15, 2026 semi-annually on January 15 and July 15 1,000 992 992 Sirius XM July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,489 1,488 Sirius XM June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,237 1,236 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 29, 2023 variable fee paid quarterly — — — Sirius XM Various Finance leases Various n/a n/a 1 2 Total Debt 7,858 7,853 Less: total current maturities 2 2 Less: total deferred financing costs 9 9 Total long-term debt $ 7,847 $ 7,842 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes. (c) We acquired $152 in principal amount of the 1.75% Convertible Senior Notes due 2020 as part of the Pandora Acquisition. On February 14, 2019, Pandora announced a tender offer to repurchase for cash any and all of its outstanding 1.75% Convertible Senior Notes due 2020 at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to, but not including, the repurchase date. On March 18, 2019, we purchased $ 151 in aggregate principal amount of the 1.75% Convertible Senior Notes due 2020 that had been validly tendered and not validly withdrawn in the repurchase offer. We recorded a $1 Loss on extinguishment of debt in connection with this transaction. In addition, we unwound a capped call security acquired as part of the Pandora Acquisition in March 2019 for $3 . (d) All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed these notes. (e) We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the Pandora Acquisition. We allocate the principal amount of the 1.75% Convertible Senior Notes due 2023 between the liability and equity components. The value assigned to the debt components of the 1.75% Convertible Senior Notes due 2023 is the estimated fair value as of the issuance date of similar debt without the conversion feature. The difference between the fair value of the debt and this estimated fair value represents the value which has been assigned to the equity component. The equity component is recorded to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Notes over the carrying amount of the liability component is recorded as a debt discount and is being amortized to interest expense using the effective interest method through the December 1, 2023 maturity date. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and not redeemable as of March 31, 2020 . As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets. (f) The $1,750 Credit Facility expires in June 2023. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of March 31, 2020 . All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. Additionally, the amount available for future borrowing under the Credit Facility is reduced by letters of credit issued for the benefit of Pandora, which were $1 as of March 31, 2020 . Covenants and Restrictions Under the Credit Facility, Sirius XM, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions. The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis. The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate. Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable. The indentures governing the Pandora Convertible Notes contain covenants that limit Pandora’s ability to merge or consolidate and provide for customary events of default, which include nonpayment of principal or interest, breach of covenants, payment defaults or acceleration of other indebtedness and certain events of bankruptcy. At March 31, 2020 and December 31, 2019 , we were in compliance with our debt covenants. Pandora Convertible Notes Pandora's 1.75% Convertible Senior Notes due 2020 (the “Pandora 2020 Notes”) and Pandora's 1.75% Convertible Senior Notes due 2023 (the “Pandora 2023 Notes” and, together with the Pandora 2020 Notes, the “Pandora Convertible Notes”) are unsecured, senior obligations of Pandora. Holdings has guaranteed the payment and performance obligations of Pandora under the Pandora Convertible Notes and the indentures governing the Pandora Convertible Notes. The Pandora 2020 Notes will mature on December 1, 2020, unless earlier repurchased or redeemed by Pandora or converted in accordance with their terms. As of March 31, 2020, the conversion rate applicable to the Pandora 2020 Notes was 88.5816 shares of Holdings’ common stock per one thousand principal amount of the Pandora 2020 Notes. Pandora has irrevocably elected and determined to settle all conversion obligations from and after February 1, 2019 with respect to the Pandora 2020 Notes solely in cash. During the three months ended March 31, 2019 , we purchased $151 in aggregate principal amount of the Pandora 2020 Notes. See footnote (c) to the table above. The Pandora 2023 Notes will mature on December 1, 2023, unless earlier repurchased or redeemed by Pandora or converted in accordance with their terms. As of March 31, 2020, the conversion rate applicable to the Pandora 2023 Notes was 151.9533 shares of Holdings' common stock per one thousand principal amount of the Pandora 2023 Notes. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock, par value $0.001 per share We are authorized to issue up to 9,000 shares of common stock. There were 4,379 and 4,412 shares of common stock issued and outstanding on March 31, 2020 and December 31, 2019 , respectively. As of March 31, 2020 , there were 274 shares of common stock reserved for issuance in connection with outstanding stock based awards to members of our board of directors, employees and third parties. Quarterly Dividends During the three months ended March 31, 2020 , we declared and paid the following dividends: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 30, 2020 $ 0.01331 February 12, 2020 $ 59 February 28, 2020 Stock Repurchase Program As of March 31, 2020 , our board of directors had approved for repurchase an aggregate of $14,000 of our common stock. Our board of directors did not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its affiliates, or otherwise. As of March 31, 2020 , our cumulative repurchases since December 2012 under our stock repurchase program totaled 3,088 shares for $13,076 , and $924 remained available for future share repurchases under our stock repurchase program. The following table summarizes our total share repurchase activity for the three months ended: March 31, 2020 March 31, 2019 Share Repurchase Type Shares Amount Shares Amount Open Market Repurchases 41 $ 243 101 $ 604 Preferred Stock, par value $0.001 per share We are authorized to issue up to 50 shares of undesignated preferred stock with a liquidation preference of $0.001 per share. There were no shares of preferred stock issued or outstanding as of March 31, 2020 and December 31, 2019 . |
Benefit Plans
Benefit Plans | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans We recognized share-based payment expense of $55 and $70 for the three months ended March 31, 2020 and 2019 , respectively. This amount includes $21 of share-based compensation expense recorded in Acquisition and other related costs in our unaudited consolidated statements of comprehensive income during the three months ended March 31, 2019 . 2015 Long-Term Stock Incentive Plan In May 2015, our stockholders approved the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards under the 2015 Plan. The 2015 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the compensation committee of our board of directors deems appropriate. Stock-based awards granted under the 2015 Plan are generally subject to a graded vesting requirement, which is generally three to four years from the grant date. Stock options generally expire ten years from the date of grant. Restricted stock units include performance-based restricted stock units (“PRSUs”), the vesting of which are subject to the achievement of performance goals and the employee's continued employment and generally cliff vest on the third anniversary of the grant date. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting. As of March 31, 2020 , 158 shares of common stock were available for future grants under the 2015 Plan. In connection with the Pandora Acquisition, we assumed all shares available for issuance (including any shares that later become available for issuance in accordance with the terms of the applicable plans) under each of the 2014 Stock Incentive Plan of AdsWizz Inc., the Pandora Media, Inc. 2011 Equity Incentive Plan, the Pandora Media, Inc. 2004 Stock Plan and the TheSavageBeast.com, Inc. 2000 Stock Incentive Plan, which were previously approved by stockholders of Pandora or the applicable adopting entity. All shares available under these stock plans became additional shares available for grant pursuant to the terms of the 2015 Plan (as adjusted, to the extent appropriate, to reflect the application of the exchange ratio). Subject to certain limitations set forth in the 2015 Plan, such shares may be used for awards under the 2015 Plan. Other Plans We maintain six share-based benefit plans in addition to the 2015 Plan — the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc., the Pandora Media, Inc. 2011 Equity Incentive Plan, the Pandora Media, Inc. 2004 Stock Plan and the TheSavageBeast.com, Inc. 2000 Stock Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans. The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees: For the Three Months Ended March 31, 2020 2019 Risk-free interest rate 1.4% 2.5% Expected life of options — years 3.82 3.36 Expected stock price volatility 25% 26% Expected dividend yield 0.7% 0.8% The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2020 : Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2019 208 $ 4.46 Granted 7 $ 7.20 Exercised (11 ) $ 4.17 Forfeited, cancelled or expired (1 ) $ 5.93 Outstanding as of March 31, 2020 203 $ 4.56 5.51 $ 165 Exercisable as of March 31, 2020 144 $ 4.03 4.67 $ 153 The weighted average grant date fair value per stock option granted during the three months ended March 31, 2020 was $1.41 . The total intrinsic value of stock options exercised during the three months ended March 31, 2020 and 2019 was $32 and $10 , respectively. During the three months ended March 31, 2020 , the number of net settled shares which were issued as a result of stock option exercises was 3 . We recognized share-based payment expense associated with stock options of $11 and $20 for the three months ended March 31, 2020 and 2019 , respectively. The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the three months ended March 31, 2020 : Shares Grant Date Nonvested as of December 31, 2019 75 $ 5.95 Granted 6 $ 7.18 Vested (8 ) $ 5.81 Forfeited (2 ) $ 5.94 Nonvested as of March 31, 2020 71 $ 6.07 The total intrinsic value of restricted stock units, including PRSUs, vesting during the three months ended March 31, 2020 and 2019 was $58 and $74 , respectively. During the three months ended March 31, 2020 , the number of net settled shares which were issued as a result of restricted stock units vesting totaled 5 . During the three months ended March 31, 2020 , we granted 3 PRSUs to certain employees. We believe it is probable that the performance target applicable to these PRSUs will be achieved. In connection with the cash dividends paid during the three months ended March 31, 2020 , we granted less than 1 restricted stock units, including PRSUs, in accordance with the terms of existing award agreements. These grants did not result in any additional incremental share-based payment expense being recognized during the three months ended March 31, 2020 . We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $44 and $50 for the three months ended March 31, 2020 and 2019 , respectively. Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units, including PRSUs, granted to employees, members of our board of directors and third parties at March 31, 2020 and December 31, 2019 was $397 and $415 , respectively. The total unrecognized compensation costs at March 31, 2020 are expected to be recognized over a weighted-average period of 2.3 years . 401(k) Savings Plans Sirius XM Radio Inc. 401(k) Savings Plan Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan. Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions. Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution. Pandora Media, LLC 401(k) Profit Sharing Plan and Trust Pandora sponsors the Pandora Media, LLC 401(k) Profit Sharing Plan and Trust (the “Pandora Plan”) for eligible employees. The Pandora Plan allows eligible employees to voluntarily contribute from 1% to 75% of their pre-tax eligible earnings, subject to certain defined limits. Effective January 1, 2020, we began matching 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. We recognized expenses of $5 and $2 for the three months ended March 31, 2020 and 2019 , respectively, in connection with the Sirius XM and Pandora Plans. Sirius XM Holdings Inc. Deferred Compensation Plan The Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”) allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable. Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP. Contributions to the DCP, net of withdrawals, for each of the three months ended March 31, 2020 and 2019 was $6 . As of March 31, 2020 and December 31, 2019 , the fair value of the investments held in the trust were $36 and $34 , respectively, which is included in Other long-term assets in our unaudited consolidated balance sheets and classified as trading securities. Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of comprehensive income. The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administration expense within our unaudited consolidated statements of comprehensive income. For the three months ended March 31, 2020 and 2019 , we recorded unrealized (losses) gains on investments held in the trust of $(5) and $2 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of March 31, 2020 : 2020 2021 2022 2023 2024 Thereafter Total Debt obligations $ 1 $ 1 $ 1,000 $ 693 $ 1,500 $ 4,750 $ 7,945 Cash interest payments 237 390 390 339 321 703 2,380 Satellite and transmission 40 50 2 1 1 1 95 Programming and content 239 231 151 85 42 97 845 Sales and marketing 54 32 24 9 3 8 130 Satellite incentive payments 5 8 9 9 9 47 87 Operating lease obligations 53 72 64 57 43 173 462 Advertising sales commitments 6 15 — — — — 21 Royalties, minimum guarantees and other 357 233 162 17 7 — 776 Total (1) $ 992 $ 1,032 $ 1,802 $ 1,210 $ 1,926 $ 5,779 $ 12,741 (1) The table does not include our reserve for uncertain tax positions, which at March 31, 2020 totaled $11 . Debt obligations. Debt obligations include principal payments on outstanding debt and finance lease obligations. Cash interest payments. Cash interest payments include interest due on outstanding debt and capital lease payments through maturity. Satellite and transmission. We have entered into agreements with several third parties to design, build, launch and insure two satellites, SXM-7 and SXM-8. We also have entered into agreements with third parties to operate and maintain satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks. Programming and content. We have entered into various programming and content agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. In certain of these agreements, the future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments. Sales and marketing. We have entered into various marketing, sponsorship and distribution agreements to promote our brands and are obligated to make payments to sponsors, retailers, automakers, radio manufacturers and other third parties under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors. Satellite incentive payments. Boeing Satellite Systems International, Inc., the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-3 and XM-4 meeting their fifteen -year design life, which we expect to occur. Boeing may also be entitled to up to $10 of additional incentive payments if our XM-4 satellite continues to operate above baseline specifications during the five years beyond the satellite’s fifteen -year design life. Maxar Technologies (formerly Space Systems/Loral), the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-5 and SIRIUS FM-6 meeting their fifteen -year design life, which we expect to occur. Operating lease obligations. We have entered into both cancelable and non-cancelable operating leases for office space, terrestrial repeaters, data centers and equipment. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years , and certain leases have options to renew. Advertising Sales Commitments. We have entered into agreements with third parties that contain minimum advertising sales guarantees and require that we make guaranteed payments. As of March 31, 2020 , we had future minimum guarantee commitments of $21 , of which $6 will be paid in 2020 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual expense incurred or the cumulative minimum guarantee based on our forecast for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in the agreement, which may be annual or a longer period. Royalties, Minimum Guarantees and Other. We have entered into music royalty arrangements that include fixed payments. Certain of our content agreements also contain minimum guarantees and require that we make upfront minimum guaranteed payments. During the three months ended March 31, 2020 , we prepaid $5 in content costs related to minimum guarantees. As of March 31, 2020 , we had future fixed minimum guarantee commitments of $183 , of which $171 will be paid in 2020 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual content costs incurred or the cumulative minimum guarantee based on forecasted usage for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasted usage, considers factors such as listening hours, revenue, subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method. Several of our content agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, could cause our payments under those agreements to escalate. In addition, record labels, publishers and performing rights organizations (“PROs”) with whom we have entered into direct license agreements have the right to audit our content payments, and any such audit could result in disputes over whether we have paid the proper content costs. We have also entered into various agreements with third parties for general operating purposes. In addition to the minimum contractual cash commitments described above, we have entered into other variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. We also have a surety bond of approximately $45 primarily used as security against non-performance in the normal course of business. We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Legal Proceedings In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including those discussed below. We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any. Pre-1972 Sound Recording Litigation. On October 2, 2014, Flo & Eddie Inc. filed a class action suit against Pandora in the federal district court for the Central District of California. The complaint alleges a violation of California Civil Code Section 980, unfair competition, misappropriation and conversion in connection with the public performance of sound recordings recorded prior to February 15, 1972 (which we refer to as, “pre-1972 recordings”). On December 19, 2014, Pandora filed a motion to strike the complaint pursuant to California’s Anti-Strategic Lawsuit Against Public Participation (“Anti-SLAPP”) statute, which following denial of Pandora’s motion was appealed to the Ninth Circuit Court of Appeals. In March 2017, the Ninth Circuit requested certification to the California Supreme Court on the substantive legal questions. The California Supreme Court accepted certification. In May 2019, the California Supreme Court issued an order dismissing consideration of the certified questions on the basis that, following the enactment of the Orrin G. Hatch-Bob Goodlatte Music Modernization Act, Pub. L. No. 115-264, 132 Stat. 3676 (2018) (the “MMA”), resolution of the questions posed by the Ninth Circuit Court of Appeals was no longer “necessary to . . . settle an important question of law.” The MMA grants a potential federal preemption defense to the claims asserted in the aforementioned lawsuits. In July 2019, Pandora took steps to avail itself of this preemption defense, including making the required payments under the MMA for certain of its uses of pre-1972 recordings. Based on the federal preemption contained in the MMA (along with other considerations), Pandora asked the Ninth Circuit to order the dismissal of the Flo & Eddie, Inc. v. Pandora Media, Inc. case. On October 17, 2019, the Ninth Circuit Court of Appeals issued a memorandum disposition concluding that the question of whether the MMA preempts Flo and Eddie's claims challenging Pandora's performance of pre-1972 recordings “depends on various unanswered factual questions” and remanded the case to the District Court for further proceedings. After Flo & Eddie filed its action in 2014 against Pandora, several other plaintiffs commenced separate actions, both on an individual and class action basis, alleging a variety of violations of common law and state copyright and other statutes arising from allegations that Pandora owed royalties for the public performance of pre-1972 recordings. Many of these separate actions have been dismissed or are in the process of being dismissed. None of the remaining pending actions is likely to have a material adverse effect on our business, financial condition or results of operations. We believe we have substantial defenses to the claims asserted in these actions, and we intend to defend these actions vigorously. Copyright Royalty Board Proceeding to Determine the Rate for Statutory Webcasting . Pursuant to Sections 112 and 114 of the Copyright Act, the Copyright Royalties Board (the "CRB") initiated a proceeding in January 2019 to set the rates and terms by which webcasters may perform sound recordings via digital transmission over the internet and make ephemeral reproductions of those recordings during the 2021-2025 rate period under the authority of statutory licenses provided under Sections 112 and 114 of the Copyright Act. We filed a petition to participate in the proceeding on behalf of our Sirius XM and Pandora businesses, as did other webcasters including Google Inc. and the National Association of Broadcasters. SoundExchange, a collective organization that collects and distributes digital performance royalties to artists and copyright holders, represents the various copyright owner participants in the proceeding, including Sony Music Entertainment, Universal Music Group and Warner Music Group. Because the proceeding focuses on setting statutory rates for non-interactive online music streaming (commonly identified as “webcasting”), the proceeding will set the rates that our Pandora business pays for music streaming on its free, ad-supported tier and that our Sirius XM business pays for streaming on its subscription internet radio service. This proceeding will not set the rates that we pay for our other music offerings (satellite radio, business establishment services) or that we pay for interactive streaming on our Pandora Plus and Pandora Premium services. In September 2019, the participants filed written direct statements, including proposed rates and terms for the 2021-2025 period. We and other webcaster participants proposed rates below the existing statutory rates, which for commercial webcasters are currently set at $0.0018 per performance for non-subscription transmissions (such as offered by our Pandora ad-supported business) and $0.0024 per performance for subscription transmissions (such as offered by our Sirius XM internet radio service). SoundExchange has proposed increasing the commercial webcasting rates to $0.0028 per performance for non-subscription transmissions and $0.0031 per performance for subscription transmissions. In January 2020, the participants filed written rebuttal statements, responding to each other’s proposals. A multi-week hearing was scheduled to begin before the CRB in March 2020, but has been delayed as a result of the COVID-19 pandemic. We expect the hearing to begin before the CRB sometime this summer. Other Matters . In the ordinary course of business, we are a defendant in various other lawsuits and arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; parties to contracts or leases; and owners of patents, trademarks, copyrights or other intellectual property. None of these other matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We file a consolidated federal income tax return for all of our wholly owned subsidiaries. For the three months ended March 31, 2020 and 2019 , income tax expense was $80 and $81 , respectively. Our effective tax rate for the three months ended March 31, 2020 and 2019 was 21.4% and 33.3% , respectively. The effective tax rate for the three months ended March 31, 2020 was primarily impacted by the recognition of excess tax benefits related to share-based compensation. The effective tax rate for the three months ended March 31, 2019 was primarily impacted by the increase to the valuation allowance related to the federal research and development credits that are no longer expected to be realizable. We estimate our effective tax rate for the year ending December 31, 2020 will be approximately 23% . As of each of March 31, 2020 and December 31, 2019 , we had a valuation allowance related to deferred tax assets of $70 that was not likely to be realized due to certain net operating loss limitations, including tax credits, and acquired net operating losses that were not more likely than not going to be utilized. |
Segments and Geographic Informa
Segments and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | Segments and Geographic Information In accordance with FASB ASC Topic 280, Segment Reporting , we disaggregate our operations into two reportable segments: Sirius XM and Pandora. The financial results of these segments are utilized by the chief operating decision maker, who is our Chief Executive Officer, for evaluating segment performance and allocating resources. We report our segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. For additional information on our segments refer to Note 1. Segment results include the revenues and cost of services which are directly attributable to each segment. There are no indirect revenues or costs incurred that are allocated to the segments. There are planned intersegment advertising campaigns which will be eliminated. We had less than $1 of intersegment advertising revenue during both the three months ended March 31, 2020 and 2019 . Segment revenue and gross profit were as follows during the periods presented: For the Three Months Ended March 31, 2020 Sirius XM Pandora Total Revenue Subscriber revenue $ 1,457 $ 128 $ 1,585 Advertising revenue 44 241 285 Equipment revenue 41 — 41 Other revenue 41 — 41 Total revenue 1,583 369 1,952 Cost of services (a) (593 ) (246 ) (839 ) Segment gross profit $ 990 $ 123 $ 1,113 The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended March 31, 2020 Segment Gross Profit $ 1,113 Subscriber acquisition costs (99 ) Sales and marketing (a) (208 ) Engineering, design and development (a) (60 ) General and administrative (a) (91 ) Depreciation and amortization (132 ) Share-based payment expense (55 ) Total other (expense) income (95 ) Consolidated income before income taxes $ 373 (a) Share-based payment expense of $11 related to cost of services, $17 related to sales and marketing, $11 related to engineering, design and development and $16 related to general and administrative has been excluded. For the Three Months Ended March 31, 2019 Sirius XM Pandora Total Revenue Subscriber revenue $ 1,370 $ 88 $ 1,458 Advertising revenue 46 163 209 Equipment revenue 41 — 41 Other revenue 36 — 36 Total revenue 1,493 251 1,744 Cost of services (b) (569 ) (170 ) (739 ) Segment gross profit $ 924 $ 81 $ 1,005 The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended March 31, 2019 Segment Gross Profit $ 1,005 Subscriber acquisition costs (108 ) Sales and marketing (b) (168 ) Engineering, design and development (b) (45 ) General and administrative (b) (119 ) Depreciation and amortization (107 ) Share-based payment expense (49 ) Acquisition and other related costs (76 ) Total other (expense) income (90 ) Consolidated income before income taxes $ 243 (b) Share-based payment expense of $9 related to cost of services, $15 related to sales and marketing, $9 related to engineering, design and development and $16 related to general and administrative has been excluded. A measure of segment assets is not currently provided to the Chief Executive Officer and has therefore not been provided. As of March 31, 2020 , long-lived assets were predominantly located in the United States. No individual foreign country represented a material portion of our consolidated revenue during the three months ended March 31, 2020 and 2019 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Capital Return Program On April 21, 2020 , our board of directors declared a quarterly dividend on our common stock in the amount of $0.01331 per share of common stock payable on May 29, 2020 to stockholders of record as of the close of business on May 8, 2020 . Asset Disposal In April 2020, we announced that we are discontinuing the Automatic product. We will take an impairment and restructuring charge in the second quarter of 2020 related to this disposal. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes. We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained, any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements. |
Fair Value Measurements | Fair Value Measurements |
Recent Accounting Pronouncements and Recently Adopted Accounting Policies | Recently Adopted Accounting Policies In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of income as the costs related to the hosting fees. The guidance in this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted including adoption in any interim period. The amendments will be applied prospectively to all implementation costs incurred after adoption. This ASU will not have a material impact on our consolidated statements of operations. |
Earnings per Share | Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. |
Receivables, net | Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables. Customer accounts receivable, net, includes receivables from our subscribers, advertising customers and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income. Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties. |
Inventory, net | Inventory consists of finished goods, refurbished goods, chipsets and other raw material components used in manufacturing radios and connected vehicle devices. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our unaudited consolidated statements of comprehensive income. The provision related to inventory consumed in our OEM channel is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of comprehensive income. |
Goodwill | Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other , states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. |
Indefinite Life Intangible Assets | Indefinite Life Intangible Assets We have identified our FCC licenses and XM, Pandora and Automatic trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time. Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of March 31, 2020 , there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three months ended March 31, 2020 and 2019 . |
Equity Method Investments | Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance. |
Commitments and Contingencies | We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of assets and liabilities measured at fair value | Our liabilities measured at fair value were as follows: March 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Fair Level 1 Level 2 Level 3 Total Fair Liabilities: Debt (a) — $ 8,013 — $ 8,013 — $ 8,378 — $ 8,378 (a) The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm. Refer to Note 12 for information related to the carrying value of our debt as of March 31, 2020 and December 31, 2019 . |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable | The table below shows the value of the consideration paid in connection with the Pandora Acquisition: Total Pandora common stock outstanding 272 Exchange ratio 1.44 Common stock issued 392 Price per share of Holdings common stock $ 5.83 Value of common stock issued to Pandora stockholders $ 2,285 Value of replacement equity awards attributable to pre-combination service $ 70 Consideration of common stock and replacement equity awards for pre-combination service $ 2,355 Sirius XM’s Pandora preferred stock investment (related party fair value instrument) canceled $ 524 Total consideration for Pandora Acquisition $ 2,879 Value attributed to par at $0.001 par value $ 1 Balance to capital in excess of par value $ 2,354 |
Acquisition, Pro Forma Information | he following pro forma financial information presents our results as if the Pandora Acquisition had occurred on January 1, 2019: For the Three Months Ended March 31, 2020 2019 Total revenue $ 1,954 $ 1,860 Net income $ 293 $ 181 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three Months Ended March 31, 2020 2019 Numerator: Net Income available to common stockholders for basic net income per common share $ 293 $ 162 Effect of interest on assumed conversions of convertible notes, net of tax 2 1 Net Income available to common stockholders for dilutive net income per common share $ 295 $ 163 Denominator: Weighted average common shares outstanding for basic net income per common share 4,405 4,571 Weighted average impact of assumed convertible notes 29 25 Weighted average impact of dilutive equity instruments 81 82 Weighted average shares for diluted net income per common share 4,515 4,678 Net income per common share: Basic $ 0.07 $ 0.04 Diluted $ 0.07 $ 0.03 |
Receivables, net (Tables)
Receivables, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Accounts receivable, net | Receivables, net, consists of the following: March 31, 2020 December 31, 2019 Gross customer accounts receivable $ 481 $ 546 Allowance for doubtful accounts (17 ) (14 ) Customer accounts receivable, net $ 464 $ 532 Receivables from distributors 115 113 Other receivables 25 25 Total receivables, net $ 604 $ 670 |
Inventory, net (Tables)
Inventory, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of inventory, net | Inventory, net, consists of the following: March 31, 2020 December 31, 2019 Raw materials $ 4 $ 3 Finished goods 12 13 Allowance for obsolescence (4 ) (5 ) Total inventory, net $ 12 $ 11 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | Our intangible assets include the following: March 31, 2020 December 31, 2019 Weighted Gross Accumulated Amortization Net Carrying Gross Accumulated Amortization Net Carrying Indefinite life intangible assets: FCC licenses Indefinite $ 2,084 $ — $ 2,084 $ 2,084 $ — $ 2,084 Trademarks Indefinite 251 — 251 251 — 251 Definite life intangible assets: OEM relationships 15 years 220 (94 ) 126 220 (90 ) 130 Licensing agreements 12 years 45 (43 ) 2 45 (42 ) 3 Software and technology 7 years 35 (26 ) 9 35 (25 ) 10 Due to Pandora Acquisition: Indefinite life intangible assets: Trademarks Indefinite $ 331 $ — $ 331 $ 331 $ — $ 331 Definite life intangible assets: Customer relationships 8 years 403 (62 ) 341 403 (49 ) 354 Software and technology 5 years 373 (88 ) 285 373 (69 ) 304 Total intangible assets $ 3,742 $ (313 ) $ 3,429 $ 3,742 $ (275 ) $ 3,467 |
Schedule of finite-lived intangible assets | March 31, 2020 December 31, 2019 Weighted Gross Accumulated Amortization Net Carrying Gross Accumulated Amortization Net Carrying Indefinite life intangible assets: FCC licenses Indefinite $ 2,084 $ — $ 2,084 $ 2,084 $ — $ 2,084 Trademarks Indefinite 251 — 251 251 — 251 Definite life intangible assets: OEM relationships 15 years 220 (94 ) 126 220 (90 ) 130 Licensing agreements 12 years 45 (43 ) 2 45 (42 ) 3 Software and technology 7 years 35 (26 ) 9 35 (25 ) 10 Due to Pandora Acquisition: Indefinite life intangible assets: Trademarks Indefinite $ 331 $ — $ 331 $ 331 $ — $ 331 Definite life intangible assets: Customer relationships 8 years 403 (62 ) 341 403 (49 ) 354 Software and technology 5 years 373 (88 ) 285 373 (69 ) 304 Total intangible assets $ 3,742 $ (313 ) $ 3,429 $ 3,742 $ (275 ) $ 3,467 |
Expected future amortization expense | The expected amortization expense for each of the fiscal years 2020 through 2024 and for periods thereafter is as follows: Years ending December 31, Amount 2020 (remaining) $ 114 2021 146 2022 144 2023 134 2024 69 Thereafter 156 Total definite life intangible assets, net $ 763 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net | Property and equipment, net, consists of the following: March 31, 2020 December 31, 2019 Satellite system $ 1,587 $ 1,587 Terrestrial repeater network 100 100 Leasehold improvements 106 105 Broadcast studio equipment 138 137 Capitalized software and hardware 1,083 1,086 Satellite telemetry, tracking and control facilities 88 87 Furniture, fixtures, equipment and other 90 89 Land 38 38 Building 63 63 Construction in progress 554 505 Total property and equipment 3,847 3,797 Accumulated depreciation and amortization (2,238 ) (2,171 ) Property and equipment, net $ 1,609 $ 1,626 |
Summary of orbiting satellites | The chart below provides certain information on our satellites as of March 31, 2020 : Satellite Description Year Delivered Estimated End of SIRIUS FM-5 2009 2024 SIRIUS FM-6 2013 2028 XM-3 2005 2020 XM-4 2006 2021 XM-5 2010 2025 |
Years in which licenses expire | The following table outlines the years in which each of our satellite licenses expires: FCC satellite licenses Expiration year SIRIUS FM-5 2025 SIRIUS FM-6 2022 XM-3 2021 XM-4 2022 XM-5 2026 |
Construction in progress | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net | Construction in progress consists of the following: March 31, 2020 December 31, 2019 Satellite system $ 384 $ 371 Terrestrial repeater network 8 7 Capitalized software and hardware 141 107 Other 21 20 Construction in progress $ 554 $ 505 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: For the Three Months Ended March 31, 2020 2019 Operating lease cost $ 20 $ 17 Finance lease cost — 1 Sublease income — (1 ) Total lease cost $ 20 $ 17 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Our debt as of March 31, 2020 and December 31, 2019 consisted of the following: Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at March 31, 2020 March 31, 2020 December 31, 2019 Pandora December 2015 1.75% Convertible Senior Notes December 1, 2020 semi-annually on June 1 and December 1 $ 1 $ 1 $ 1 Sirius XM July 2017 3.875% Senior Notes August 1, 2022 semi-annually on February 1 and August 1 1,000 996 995 Sirius XM May 2013 4.625% Senior Notes May 15, 2023 semi-annually on May 15 and November 15 500 498 498 Pandora June 2018 1.75% Convertible Senior Notes December 1, 2023 semi-annually on June 1 and December 1 193 165 163 Sirius XM July 2019 4.625% Senior Notes July 15, 2024 semi-annually on January 15 and July 15 1,500 1,485 1,485 Sirius XM March 2015 5.375% Senior Notes April 15, 2025 semi-annually on April 15 and October 15 1,000 994 993 Sirius XM May 2016 5.375% Senior Notes July 15, 2026 semi-annually on January 15 and July 15 1,000 992 992 Sirius XM July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,489 1,488 Sirius XM June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,237 1,236 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 29, 2023 variable fee paid quarterly — — — Sirius XM Various Finance leases Various n/a n/a 1 2 Total Debt 7,858 7,853 Less: total current maturities 2 2 Less: total deferred financing costs 9 9 Total long-term debt $ 7,847 $ 7,842 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes. (c) We acquired $152 in principal amount of the 1.75% Convertible Senior Notes due 2020 as part of the Pandora Acquisition. On February 14, 2019, Pandora announced a tender offer to repurchase for cash any and all of its outstanding 1.75% Convertible Senior Notes due 2020 at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to, but not including, the repurchase date. On March 18, 2019, we purchased $ 151 in aggregate principal amount of the 1.75% Convertible Senior Notes due 2020 that had been validly tendered and not validly withdrawn in the repurchase offer. We recorded a $1 Loss on extinguishment of debt in connection with this transaction. In addition, we unwound a capped call security acquired as part of the Pandora Acquisition in March 2019 for $3 . (d) All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed these notes. (e) We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the Pandora Acquisition. We allocate the principal amount of the 1.75% Convertible Senior Notes due 2023 between the liability and equity components. The value assigned to the debt components of the 1.75% Convertible Senior Notes due 2023 is the estimated fair value as of the issuance date of similar debt without the conversion feature. The difference between the fair value of the debt and this estimated fair value represents the value which has been assigned to the equity component. The equity component is recorded to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Notes over the carrying amount of the liability component is recorded as a debt discount and is being amortized to interest expense using the effective interest method through the December 1, 2023 maturity date. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and not redeemable as of March 31, 2020 . As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets. (f) The $1,750 Credit Facility expires in June 2023. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of March 31, 2020 . All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. Additionally, the amount available for future borrowing under the Credit Facility is reduced by letters of credit issued for the benefit of Pandora, which were $1 as of March 31, 2020 . |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of dividends declared | During the three months ended March 31, 2020 , we declared and paid the following dividends: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 30, 2020 $ 0.01331 February 12, 2020 $ 59 February 28, 2020 |
Schedule of repurchase agreements | The following table summarizes our total share repurchase activity for the three months ended: March 31, 2020 March 31, 2019 Share Repurchase Type Shares Amount Shares Amount Open Market Repurchases 41 $ 243 101 $ 604 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Fair value of options granted | The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees: For the Three Months Ended March 31, 2020 2019 Risk-free interest rate 1.4% 2.5% Expected life of options — years 3.82 3.36 Expected stock price volatility 25% 26% Expected dividend yield 0.7% 0.8% |
Stock options activity under share-based payment plans | The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2020 : Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2019 208 $ 4.46 Granted 7 $ 7.20 Exercised (11 ) $ 4.17 Forfeited, cancelled or expired (1 ) $ 5.93 Outstanding as of March 31, 2020 203 $ 4.56 5.51 $ 165 Exercisable as of March 31, 2020 144 $ 4.03 4.67 $ 153 |
Summary of restricted stock unit and stock award activity | The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the three months ended March 31, 2020 : Shares Grant Date Nonvested as of December 31, 2019 75 $ 5.95 Granted 6 $ 7.18 Vested (8 ) $ 5.81 Forfeited (2 ) $ 5.94 Nonvested as of March 31, 2020 71 $ 6.07 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Expected contractual cash commitments | The following table summarizes our expected contractual cash commitments as of March 31, 2020 : 2020 2021 2022 2023 2024 Thereafter Total Debt obligations $ 1 $ 1 $ 1,000 $ 693 $ 1,500 $ 4,750 $ 7,945 Cash interest payments 237 390 390 339 321 703 2,380 Satellite and transmission 40 50 2 1 1 1 95 Programming and content 239 231 151 85 42 97 845 Sales and marketing 54 32 24 9 3 8 130 Satellite incentive payments 5 8 9 9 9 47 87 Operating lease obligations 53 72 64 57 43 173 462 Advertising sales commitments 6 15 — — — — 21 Royalties, minimum guarantees and other 357 233 162 17 7 — 776 Total (1) $ 992 $ 1,032 $ 1,802 $ 1,210 $ 1,926 $ 5,779 $ 12,741 (1) The table does not include our reserve for uncertain tax positions, which at March 31, 2020 totaled $11 . |
Segments and Geographic Infor_2
Segments and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | For the Three Months Ended March 31, 2019 Sirius XM Pandora Total Revenue Subscriber revenue $ 1,370 $ 88 $ 1,458 Advertising revenue 46 163 209 Equipment revenue 41 — 41 Other revenue 36 — 36 Total revenue 1,493 251 1,744 Cost of services (b) (569 ) (170 ) (739 ) Segment gross profit $ 924 $ 81 $ 1,005 Segment revenue and gross profit were as follows during the periods presented: For the Three Months Ended March 31, 2020 Sirius XM Pandora Total Revenue Subscriber revenue $ 1,457 $ 128 $ 1,585 Advertising revenue 44 241 285 Equipment revenue 41 — 41 Other revenue 41 — 41 Total revenue 1,583 369 1,952 Cost of services (a) (593 ) (246 ) (839 ) Segment gross profit $ 990 $ 123 $ 1,113 |
Reconciliation of Revenue from Segments to Consolidated | For the Three Months Ended March 31, 2019 Segment Gross Profit $ 1,005 Subscriber acquisition costs (108 ) Sales and marketing (b) (168 ) Engineering, design and development (b) (45 ) General and administrative (b) (119 ) Depreciation and amortization (107 ) Share-based payment expense (49 ) Acquisition and other related costs (76 ) Total other (expense) income (90 ) Consolidated income before income taxes $ 243 (b) Share-based payment expense of $9 related to cost of services, $15 related to sales and marketing, $9 related to engineering, design and development and $16 related to general and administrative has been excluded. The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended March 31, 2020 Segment Gross Profit $ 1,113 Subscriber acquisition costs (99 ) Sales and marketing (a) (208 ) Engineering, design and development (a) (60 ) General and administrative (a) (91 ) Depreciation and amortization (132 ) Share-based payment expense (55 ) Total other (expense) income (95 ) Consolidated income before income taxes $ 373 (a) Share-based payment expense of $11 related to cost of services, $17 related to sales and marketing, $11 related to engineering, design and development and $16 related to general and administrative has been excluded. |
Business & Basis of Presentat_2
Business & Basis of Presentation (Details) subscriber in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)unique_listenersubscribersegmentsatellite_radio_system | Feb. 10, 2020USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Number of satellite radio systems | satellite_radio_system | 2 | ||
SoundCloud Holdings, LLC | |||
Related Party Transaction [Line Items] | |||
Equity method investments | $ | $ 75 | ||
Equity Method Investee | Sirius XM Canada | |||
Related Party Transaction [Line Items] | |||
Equity method investment, equity interest percentage | 70.00% | ||
Equity method investment, voting interest percentage | 33.00% | ||
Equity method investments | $ | $ 300 | $ 321 | |
Common Stock | Management | Liberty Media | |||
Related Party Transaction [Line Items] | |||
Related party ownership percentage | 72.00% | ||
Sirius XM | |||
Related Party Transaction [Line Items] | |||
Number of subscribers | subscriber | 34.8 | ||
Pandora | |||
Related Party Transaction [Line Items] | |||
Number of subscribers | subscriber | 6.3 | ||
Minimum | SoundCloud and Pandora | |||
Related Party Transaction [Line Items] | |||
Number of unique listeners | unique_listener | 140,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Assets and Liabilities at Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | $ 8,013 | $ 8,378 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 8,013 | 8,378 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Accumulated other comprehensive income (loss), net of tax | $ (17) | $ 8 | |
Foreign currency translation adjustment, net of tax | (25) | $ 7 | |
Foreign currency translation adjustment, tax | $ 8 | $ (2) |
Acquisition (Details)
Acquisition (Details) $ in Millions | Feb. 01, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019 | Feb. 14, 2019 |
Business Acquisition [Line Items] | |||||
Acquisition and other related costs | $ 0 | $ 76 | |||
Pandora | |||||
Business Acquisition [Line Items] | |||||
Consideration of common stock and replacement equity awards for pre-combination service | $ 2,355 | ||||
Exchange ratio (in shares per share) | 1.44 | ||||
Sirius XM’s Pandora preferred stock investment (related party fair value instrument) canceled | $ 524 | ||||
Total consideration for Pandora Acquisition | 2,879 | ||||
Acquisition of business, net of cash acquired | $ 313 | ||||
Acquisition and other related costs | 76 | ||||
Net loss | $ 251 | $ 122 | |||
Senior Notes | 1.75% Senior Notes Due 2020 | |||||
Business Acquisition [Line Items] | |||||
Stated interest rate (as a percent) | 1.75% | ||||
Senior Notes | 1.75% Senior Notes Due 2020 | Pandora | |||||
Business Acquisition [Line Items] | |||||
Stated interest rate (as a percent) | 1.75% | 1.75% | |||
Senior Notes | 1.75% Senior Notes Due 2023 | |||||
Business Acquisition [Line Items] | |||||
Stated interest rate (as a percent) | 1.75% | 1.75% |
Acquisition - Consideration Tra
Acquisition - Consideration Transferred (Details) $ / shares in Units, shares in Millions, $ in Millions | Feb. 01, 2019USD ($)$ / sharesshares | Mar. 31, 2020$ / sharesshares | Dec. 31, 2019$ / shares |
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Pandora | |||
Business Acquisition [Line Items] | |||
Pandora common stock outstanding (shares) | $ 272 | ||
Exchange ratio (in shares per share) | 1.44 | ||
Price per share of Holdings common stock (in dollars per share) | $ / shares | $ 5.83 | ||
Value of common stock issued to Pandora stockholders | $ 2,285 | ||
Value of replacement equity awards attributable to pre-combination service | 70 | ||
Consideration of common stock and replacement equity awards for pre-combination service | 2,355 | ||
Sirius XM’s Pandora preferred stock investment (related party fair value instrument) canceled | 524 | ||
Total consideration for Pandora Acquisition | 2,879 | ||
Value attributed to par at $0.001 par value | $ 1 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||
Balance to capital in excess of par value | $ 2,354 | ||
Common Stock | Pandora | |||
Business Acquisition [Line Items] | |||
Common stock issued (in shares) | shares | 392 | 392 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | ||
Revenue | $ 1,952 | $ 1,744 |
Pandora | ||
Business Acquisition [Line Items] | ||
Net loss | 251 | 122 |
Total revenue | 1,954 | 1,860 |
Net income | $ 293 | $ 181 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | Feb. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Participating securities (in shares) | 0 | 0 | |
Anti-dilutive common stock equivalents (in shares) | 40,000,000 | 60,000,000 | |
Common Stock | Pandora | |||
Business Acquisition [Line Items] | |||
Common stock issued (in shares) | 392,000,000 | 392,000,000 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net Income available to common stockholders for basic net income per common share | $ 293 | $ 162 |
Effect of interest on assumed conversions of convertible notes, net of tax | 2 | 1 |
Net Income available to common stockholders for dilutive net income per common share | $ 295 | $ 163 |
Denominator: | ||
Weighted average common shares outstanding for basic net income per common share (in shares) | 4,405 | 4,571 |
Weighted average impact of assumed Convertible Senior Notes conversion (in shares) | 29 | 25 |
Weighted average impact of dilutive equity instruments (in shares) | 81 | 82 |
Weighted average shares for diluted net income per common share (in shares) | 4,515 | 4,678 |
Net income per common share: | ||
Basic (in dollars per share) | $ 0.07 | $ 0.04 |
Diluted (in dollars per share) | $ 0.07 | $ 0.03 |
Receivables, net (Details)
Receivables, net (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net | ||
Gross customer accounts receivable | $ 481 | $ 546 |
Allowance for doubtful accounts | (17) | (14) |
Customer accounts receivable, net | 464 | 532 |
Receivables from distributors | 115 | 113 |
Other receivables | 25 | 25 |
Total receivables, net | $ 604 | $ 670 |
Inventory, net (Details)
Inventory, net (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4 | $ 3 |
Finished goods | 12 | 13 |
Allowance for obsolescence | (4) | (5) |
Total inventory, net | $ 12 | $ 11 |
Goodwill (Details)
Goodwill (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)reporting_unit | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |||
Number of reporting units | reporting_unit | 2 | ||
Goodwill | $ 3,843,000,000 | $ 3,843,000,000 | |
Impairment losses for goodwill | 0 | $ 0 | |
Accumulated impairment of goodwill since the merger | 4,766,000,000 | ||
Sirius XM | |||
Business Acquisition [Line Items] | |||
Goodwill | 2,290,000,000 | 2,290,000,000 | |
Pandora | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 1,553,000,000 | $ 1,553,000,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Definite life intangible assets: | ||
Accumulated Amortization | $ (313) | $ (275) |
Total definite life intangible assets, net | 763 | |
Gross Carrying Value | ||
Total intangible assets | 3,742 | 3,742 |
Net Carrying Value | ||
Total intangible assets | 3,429 | 3,467 |
FCC licenses | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | 2,084 | 2,084 |
Net Carrying Value | 2,084 | 2,084 |
Trademarks | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | 251 | 251 |
Net Carrying Value | 251 | 251 |
Trademarks | Pandora | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | 331 | 331 |
Net Carrying Value | $ 331 | 331 |
OEM relationships | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 15 years | |
Gross Carrying Value | $ 220 | 220 |
Accumulated Amortization | (94) | (90) |
Total definite life intangible assets, net | $ 126 | 130 |
Licensing agreements | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 12 years | |
Gross Carrying Value | $ 45 | 45 |
Accumulated Amortization | (43) | (42) |
Total definite life intangible assets, net | $ 2 | 3 |
Software and technology | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 7 years | |
Gross Carrying Value | $ 35 | 35 |
Accumulated Amortization | (26) | (25) |
Total definite life intangible assets, net | $ 9 | 10 |
Software and technology | Pandora | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 5 years | |
Gross Carrying Value | $ 373 | 373 |
Accumulated Amortization | (88) | (69) |
Total definite life intangible assets, net | $ 285 | 304 |
Customer relationships | Pandora | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 8 years | |
Gross Carrying Value | $ 403 | 403 |
Accumulated Amortization | (62) | (49) |
Total definite life intangible assets, net | $ 341 | $ 354 |
Intangible Assets - Indefinite
Intangible Assets - Indefinite Life Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 0 | $ 0 |
Intangible Assets - Definite Li
Intangible Assets - Definite Life Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Definite life intangible assets: | ||
Amortization of intangible assets | $ 38,000,000 | $ 27,000,000 |
Retired | ||
Definite life intangible assets: | ||
Intangible assets | $ 0 | $ 0 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense for Each of the Fiscal Years (Details) $ in Millions | Mar. 31, 2020USD ($) |
Expected amortization expense for each of the fiscal years | |
2020 (remaining) | $ 114 |
2021 | 146 |
2022 | 144 |
2023 | 134 |
2024 | 69 |
Thereafter | 156 |
Total definite life intangible assets, net | $ 763 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,847 | $ 3,797 |
Accumulated depreciation and amortization | (2,238) | (2,171) |
Property and equipment, net | 1,609 | 1,626 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,587 | 1,587 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 100 | 100 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 106 | 105 |
Broadcast studio equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 138 | 137 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,083 | 1,086 |
Satellite telemetry, tracking and control facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 88 | 87 |
Furniture, fixtures, equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 90 | 89 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 38 | 38 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 63 | 63 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 554 | $ 505 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Construction in Progress (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 554 | $ 505 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 384 | 371 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 8 | 7 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 141 | 107 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 21 | $ 20 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($)satellite | Mar. 31, 2019USD ($) | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense on property and equipment | $ 94,000,000 | $ 80,000,000 |
Disposal of property and equipment | 29,000,000 | |
Capitalized interest costs | 5,000,000 | 4,000,000 |
Capitalized stock-based compensation costs | $ 4,000,000 | $ 3,000,000 |
Number of owned satellites | satellite | 5 |
Leases (Details)
Leases (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |
Finance lease, renewal term (years) | 5 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease obligations, term (years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease obligations, term (years) | 18 years |
Operating lease, renewal term (years) | 5 years |
Finance lease, renewal term (years) | 5 years |
Option to terminate lease, term of option (years) | 1 year |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 20 | $ 17 |
Finance lease cost | 0 | 1 |
Sublease income | 0 | (1) |
Total lease cost | $ 20 | $ 17 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ / shares in Units, shares in Millions, $ in Millions, $ in Millions | May 25, 2017CAD ($) | Mar. 31, 2020USD ($)directorexecutive$ / sharesshares | Mar. 31, 2019USD ($) | Mar. 31, 2020$ / shares | Feb. 10, 2020USD ($)board_memberordinary_membership_unit | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||
Preferred stock liquidation preference per share (in dollars per share) | $ / shares | $ 0.001 | |||||
Loss on unconsolidated entity investments, net | $ 2 | $ 4 | ||||
SoundCloud Holdings, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Number of board members | board_member | 9 | |||||
SoundCloud Holdings, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investments | $ 75 | |||||
Management | Liberty Media | Executives | ||||||
Related Party Transaction [Line Items] | ||||||
Number of related party members on board of directors | executive | 1,000 | |||||
Management | Liberty Media | Senior Advisor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of related party members on board of directors | executive | 1,000 | |||||
Management | Liberty Media | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Number of related party members on board of directors | director | 1,000 | |||||
Management | Liberty Media | Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Related party ownership percentage | 72.00% | |||||
Equity Method Investee | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable, related parties | $ 131 | |||||
Proceeds from related party debt | 1 | |||||
Equity Method Investee | Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Period of agreement | 30 years | |||||
Equity Method Investee | Services Agreement, Years 1 Through 5 | ||||||
Related Party Transaction [Line Items] | ||||||
Payments receivable, percentage of gross revenue | 25.00% | |||||
Equity Method Investee | Advisory Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Period of agreement | 30 years | |||||
Payments receivable, percentage of gross revenue | 5.00% | |||||
Equity Method Investee | Sirius XM Canada | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, equity interest percentage | 70.00% | |||||
Equity method investment, voting interest percentage | 33.00% | |||||
Number of preferred shares owned | shares | 591 | |||||
Preferred stock liquidation preference per share (in dollars per share) | $ / shares | $ 1 | |||||
Notes receivable, related parties | $ 118 | $ 131 | ||||
Equity method investments | 300 | $ 321 | ||||
Revenue from related parties | 25 | 24 | ||||
Equity Method Investee | SoundCloud Holdings, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Number of board members appointed | board_member | 2 | |||||
Maximum | Equity Method Investee | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party debt | 3 | |||||
Maximum | Equity Method Investee | Sirius XM Canada | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, dividends, including reduction of investment | 1 | 1 | ||||
Maximum | Equity Method Investee | SoundCloud Holdings, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Loss on unconsolidated entity investments, net | 1 | |||||
Series G Membership Units | Equity Method Investee | SoundCloud Holdings, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investments | $ 75 | |||||
Series G membership unit conversion ratio (ordinary membership unit per series G membership unit) | ordinary_membership_unit | 1 | |||||
SoundCloud Holdings, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue share expense | 12 | $ 3 | ||||
Related party liabilities | $ 18 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | Mar. 18, 2019 | Feb. 14, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 01, 2019 |
Debt | |||||||
Finance leases | $ 1,000,000 | $ 2,000,000 | |||||
Total debt | 7,858,000,000 | 7,853,000,000 | |||||
Less: total current maturities | 2,000,000 | 2,000,000 | |||||
Less: total deferred financing costs for Notes | 9,000,000 | 9,000,000 | |||||
Total long-term debt | 7,847,000,000 | 7,842,000,000 | |||||
Loss on extinguishment of debt | 0 | $ 1,000,000 | |||||
Proceeds from sale of capped call security | $ 3,000,000 | 0 | $ 3,000,000 | ||||
Senior Secured Revolving Credit Facility | |||||||
Debt | |||||||
Principal amount | 0 | ||||||
Carrying value | $ 0 | $ 0 | |||||
Credit facility, unused capacity, commitment fee percentage | 0.25% | ||||||
Senior Notes | 1.75% Senior Notes Due 2020 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 1.75% | ||||||
Principal amount | $ 1,000,000 | ||||||
Carrying value | 1,000,000 | $ 1,000,000 | |||||
Loss on extinguishment of debt | 1,000,000 | ||||||
Senior Notes | 3.875% Senior Notes Due 2022 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 3.875% | ||||||
Principal amount | 1,000,000,000 | ||||||
Carrying value | 996,000,000 | $ 995,000,000 | |||||
Senior Notes | 4.625% Senior Notes Due 2023 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 4.625% | ||||||
Principal amount | 500,000,000 | ||||||
Carrying value | $ 498,000,000 | $ 498,000,000 | |||||
Senior Notes | 1.75% Senior Notes Due 2023 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 1.75% | 1.75% | |||||
Principal amount | $ 193,000,000 | ||||||
Carrying value | 165,000,000 | $ 163,000,000 | |||||
Senior Notes | 4.625% Senior Notes Due 2024 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 4.625% | ||||||
Principal amount | 1,500,000,000 | ||||||
Carrying value | 1,485,000,000 | $ 1,485,000,000 | |||||
Senior Notes | 5.375% Senior Notes Due 2025 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 5.375% | ||||||
Principal amount | 1,000,000,000 | ||||||
Carrying value | 994,000,000 | $ 993,000,000 | |||||
Senior Notes | 5.375% Senior Notes Due 2026 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 5.375% | ||||||
Principal amount | 1,000,000,000 | ||||||
Carrying value | 992,000,000 | $ 992,000,000 | |||||
Senior Notes | 5.00% Senior Notes Due 2027 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 5.00% | ||||||
Principal amount | 1,500,000,000 | ||||||
Carrying value | 1,489,000,000 | $ 1,488,000,000 | |||||
Senior Notes | 5.500% Senior Notes Due 2029 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 5.50% | ||||||
Principal amount | 1,250,000,000 | ||||||
Carrying value | 1,237,000,000 | $ 1,236,000,000 | |||||
Line of Credit | Senior Secured Revolving Credit Facility | |||||||
Debt | |||||||
Line of credit facility | $ 1,750,000,000 | ||||||
Pandora | Senior Notes | 1.75% Senior Notes Due 2020 | |||||||
Debt | |||||||
Stated interest rate (as a percent) | 1.75% | 1.75% | |||||
Short-term debt | $ 152,000,000 | ||||||
Debt instrument redemption price (as a percent of aggregate principal) | 100.00% | ||||||
Pandora | Senior Notes | 1.75% Senior Notes Due 2023 | |||||||
Debt | |||||||
Principal amount | $ 193,000,000 | ||||||
Pandora | Senior Notes | 1.75% Senior Notes Due 2020 | |||||||
Debt | |||||||
Extinguishment of debt | $ 151,000,000 | ||||||
Pandora | |||||||
Debt | |||||||
Letters of credit outstanding | $ 1,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 5 | |
Carrying value | $ 0 | $ 0 |
Senior Notes | 1.75% Senior Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 1.75% | |
Shares issued (shares per thousand dollars) | 0.0886 | |
Carrying value | $ 1 | $ 1 |
Senior Notes | 1.75% Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 1.75% | 1.75% |
Shares issued (shares per thousand dollars) | 0.1520 | |
Carrying value | $ 165 | $ 163 |
Pandora | Senior Notes | 1.75% Senior Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 151 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Feb. 01, 2019 |
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 | |
Common stock, shares issued (in shares) | 4,379,000,000 | 4,412,000,000 | |
Common stock, shares outstanding (in shares) | 4,379,000,000 | 4,412,000,000 | |
Common stock reserved for issuance (in shares) | 274,000,000 | ||
Pandora | |||
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 |
Stockholders' Equity - Quarterl
Stockholders' Equity - Quarterly Dividends (Details) $ / shares in Units, $ in Millions | Jan. 30, 2020USD ($)$ / shares |
Equity [Abstract] | |
Dividends Per Share (in dollars per share) | $ / shares | $ 0.01331 |
Total Amount | $ | $ 59 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchase Program (Details) shares in Millions | Mar. 31, 2020USD ($)shares |
Class of Stock [Line Items] | |
Number of shares repurchased (in shares) | shares | 3,088 |
Aggregate cost for shares repurchased | $ 13,076,000,000 |
Remaining amount authorized under the stock repurchase program | 924,000,000 |
Common Stock | |
Class of Stock [Line Items] | |
Stock repurchase program, aggregate authorized amount | $ 14,000,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Shares Repurchase Activity [Line Items] | ||
Amount | $ 243 | $ 604 |
Open Market Repurchases | ||
Shares Repurchase Activity [Line Items] | ||
Shares (in shares) | 41 | 101 |
Amount | $ 243 | $ 604 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
Equity [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Undesignated preferred stock authorized (in shares) | 50,000,000 | |
Preferred stock liquidation preference per share (in dollars per share) | $ 0.001 | |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Share-based payment expense | $ 55 | $ 70 | |
Share-based payment expense | $ 55 | 70 | |
Employees and Non Employee Stock Option | |||
Business Acquisition [Line Items] | |||
Grant date fair value of options (in dollars per share) | $ 1.41 | ||
Options exercised in period, intrinsic value | $ 32 | 10 | |
Exercise of stock options and vesting of restricted stock units (in shares) | 3 | ||
Share-based payment expense | $ 11 | 20 | |
Restricted Stock Units (RSUs) and Performance Shares | |||
Business Acquisition [Line Items] | |||
Share-based payment expense | 44 | 50 | |
Restricted stock units vested, intrinsic value | $ 58 | 74 | |
Granted (in shares) | 6 | ||
Restricted Stock Units (RSUs) | |||
Business Acquisition [Line Items] | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 5 | ||
Performance-based Share Awards | |||
Business Acquisition [Line Items] | |||
Granted (in shares) | 3 | ||
Restricted Stock Units Rsu And Stock Options | |||
Business Acquisition [Line Items] | |||
Unrecognized compensation costs | $ 397 | $ 415 | |
Weighted-average service period (in years) | 2 years 3 months 18 days | ||
Acquisition-related Costs | |||
Business Acquisition [Line Items] | |||
Share-based payment expense | $ 21 | ||
Maximum | Restricted Stock Units (RSUs) and Performance Shares | |||
Business Acquisition [Line Items] | |||
Restricted stock units granted (in shares) | 1 |
Benefit Plans - 2015 Long-Term
Benefit Plans - 2015 Long-Term Stock Incentive Plan (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2020shares | |
Performance-based Share Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
2015 Long-Term Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock conversion to common stock | 1 |
Common stock available for future grants (in shares) | 158 |
2015 Long-Term Stock Incentive Plan | Employees and Non Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option expiration period | 10 years |
2015 Long-Term Stock Incentive Plan | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
2015 Long-Term Stock Incentive Plan | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Benefit Plans - Other Plans (De
Benefit Plans - Other Plans (Details) | 3 Months Ended |
Mar. 31, 2020plan | |
Retirement Benefits [Abstract] | |
Number of other share-based benefit plans | 6 |
Benefit Plans - Fair Value of O
Benefit Plans - Fair Value of Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Risk-free interest rate | 1.40% | 2.50% |
Expected life of options — years | 3 years 9 months 25 days | 3 years 4 months 9 days |
Expected stock price volatility | 25.00% | 26.00% |
Expected dividend yield | 0.70% | 0.80% |
Benefit Plans - Stock Options A
Benefit Plans - Stock Options Activity Under Share-Based Payment Plans (Details) - Employees and Non Employee Stock Option $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Options | |
Outstanding as of beginning of period (in shares) | shares | 208 |
Granted (in shares) | shares | 7 |
Exercised (in shares) | shares | (11) |
Forfeited, cancelled or expired (in shares) | shares | (1) |
Outstanding as of end of period (in shares) | shares | 203 |
Exercisable (in shares) | shares | 144 |
Weighted- Average Exercise Price Per Share | |
Outstanding as of beginning of period (in dollars per share) | $ / shares | $ 4.46 |
Granted (in dollars per share) | $ / shares | 7.20 |
Exercised (in dollars per share) | $ / shares | 4.17 |
Forfeited, cancelled or expired (in dollars per share) | $ / shares | 5.93 |
Outstanding as of end of period (in dollars per share) | $ / shares | 4.56 |
Exercisable (in dollars per share) | $ / shares | $ 4.03 |
Weighted- Average Remaining Contractual Term (Years) | |
Outstanding | 5 years 6 months 3 days |
Exercisable | 4 years 8 months 1 day |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 165 |
Exercisable | $ | $ 153 |
Benefit Plans - Summary of Rest
Benefit Plans - Summary of Restricted Stock Unit and Stock Award Activity (Details) - Restricted Stock Units (RSUs) and Performance Shares shares in Millions | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares | |
Nonvested as of beginning of period (in shares) | shares | 75 |
Granted (in shares) | shares | 6 |
Vested (in shares) | shares | (8) |
Forfeited (in shares) | shares | (2) |
Nonvested as of end of period (in shares) | shares | 71 |
Grant Date Fair Value Per Share | |
Nonvested as of beginning of period (in dollars per share) | $ / shares | $ 5.95 |
Granted (in dollars per share) | $ / shares | 7.18 |
Vested (in dollars per share) | $ / shares | 5.81 |
Forfeited (in dollars per share) | $ / shares | 5.94 |
Nonvested as of end of period (in dollars per share) | $ / shares | $ 6.07 |
Benefit Plans - 401(k) Savings
Benefit Plans - 401(k) Savings Plan (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Sirius XM Savings Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Minimum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 1.00% | |
Maximum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 50.00% | |
Percent of Company match of employee's voluntary contributions | 50.00% | |
Percent of employee's pre-tax salary | 6.00% | |
Maximum annual contributions per employee, percent | 3.00% | |
Vesting percentage of employer contributions for each year of employment | 33.33% | |
Savings plan, fully vested period | 3 years | |
Recognized cost | $ 5 | $ 2 |
Pandora Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Minimum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 1.00% | |
Maximum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 75.00% |
Benefit Plans - Sirius XM Holdi
Benefit Plans - Sirius XM Holdings Inc. Deferred Compensation Plan (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Deferred compensation contributions | $ 6 | $ 6 | |
Fair value of investment assets related to deferred compensation plan | 36 | $ 34 | |
Unrealized gains (losses) on investments | $ (5) | $ 2 |
Commitments and Contingencies -
Commitments and Contingencies - Expected Contractual Cash Commitments (Details) $ in Millions | Mar. 31, 2020USD ($) |
Expected contractual cash commitments | |
2020 | $ 992 |
2021 | 1,032 |
2022 | 1,802 |
2023 | 1,210 |
2024 | 1,926 |
Thereafter | 5,779 |
Total | 12,741 |
Uncertain tax positions are recognized in other long-term liabilities | 11 |
Debt obligations | |
Expected contractual cash commitments | |
2020 | 1 |
2021 | 1 |
2022 | 1,000 |
2023 | 693 |
2024 | 1,500 |
Thereafter | 4,750 |
Total | 7,945 |
Cash interest payments | |
Expected contractual cash commitments | |
2020 | 237 |
2021 | 390 |
2022 | 390 |
2023 | 339 |
2024 | 321 |
Thereafter | 703 |
Total | 2,380 |
Satellite and transmission | |
Expected contractual cash commitments | |
2020 | 40 |
2021 | 50 |
2022 | 2 |
2023 | 1 |
2024 | 1 |
Thereafter | 1 |
Total | 95 |
Programming and content | |
Expected contractual cash commitments | |
2020 | 239 |
2021 | 231 |
2022 | 151 |
2023 | 85 |
2024 | 42 |
Thereafter | 97 |
Total | 845 |
Sales and marketing | |
Expected contractual cash commitments | |
2020 | 54 |
2021 | 32 |
2022 | 24 |
2023 | 9 |
2024 | 3 |
Thereafter | 8 |
Total | 130 |
Satellite incentive payments | |
Expected contractual cash commitments | |
2020 | 5 |
2021 | 8 |
2022 | 9 |
2023 | 9 |
2024 | 9 |
Thereafter | 47 |
Total | 87 |
Operating lease obligations | |
Expected contractual cash commitments | |
2020 | 53 |
2021 | 72 |
2022 | 64 |
2023 | 57 |
2024 | 43 |
Thereafter | 173 |
Total | 462 |
Advertising sales commitments | |
Expected contractual cash commitments | |
2020 | 6 |
2021 | 15 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total | 21 |
Royalties, minimum guarantees and other | |
Expected contractual cash commitments | |
2020 | 357 |
2021 | 233 |
2022 | 162 |
2023 | 17 |
2024 | 7 |
Thereafter | 0 |
Total | $ 776 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | Apr. 30, 2019 | Mar. 13, 2017USD ($) | Apr. 30, 2019USD ($) | Mar. 31, 2020USD ($)$ / transmissionsatellite |
Loss Contingencies [Line Items] | ||||
Number of replacement satellites | satellite | 2 | |||
Telephone Consumer Protection Act Suits | ||||
Loss Contingencies [Line Items] | ||||
Non-reversionary settlement fund | $ 25,000,000 | |||
Subscription term awarded to other party (in months) | 3 months | 3 months | ||
Copyright Royalty Board Proceeding to Determine the Rate for Statutory Webcasting | ||||
Loss Contingencies [Line Items] | ||||
Webcaster fee, non-subscription (usd per transmission) | $ / transmission | 0.0018 | |||
Webcaster fee, subscription (usd per transmission) | $ / transmission | 0.0024 | |||
Webcaster fee, non-subscription, proposed rate (usd per transmission) | $ / transmission | 0.0028 | |||
Webcaster fee, subscription, proposed rate (usd per transmission) | $ / transmission | 0.0031 | |||
Surety Bond | ||||
Loss Contingencies [Line Items] | ||||
Estimate of possible loss | $ 45,000,000 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Operating lease obligations, term (years) | 15 years | |||
Maximum | Telephone Consumer Protection Act Suits | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Damages sought per willful violation | $ 1,500 | |||
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Operating lease obligations, term (years) | 1 year | |||
XM-5, FM-5, FM-6, XM-3, and XM-4 | ||||
Loss Contingencies [Line Items] | ||||
Operating performance over design life | 15 years | |||
XM-4 | ||||
Loss Contingencies [Line Items] | ||||
Period beyond expected operating performance of design life for XM-4 | 5 years | |||
XM-4 | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Additional payments required if XM-4 continues to operate above baseline specifications | $ 10,000,000 | |||
Advertising sales commitments | ||||
Loss Contingencies [Line Items] | ||||
Future minimum guarantee payments | 21,000,000 | |||
Minimum guarantee payments due in remainder of 2019 | 6,000,000 | |||
Royalty Arrangement | ||||
Loss Contingencies [Line Items] | ||||
Future minimum guarantee payments | 183,000,000 | |||
Minimum guarantee payments due in remainder of 2019 | 171,000,000 | |||
Prepayments made of minimum guarantee payments | $ 5,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense | $ (80) | $ (81) | ||
Effective income tax rate percent | 21.40% | 33.30% | ||
Valuation allowance | $ 70 | $ 70 | ||
Forecast | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective income tax rate percent | 23.00% |
Segments and Geographic Infor_3
Segments and Geographic Information (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Revenue | $ 1,952,000,000 | $ 1,744,000,000 |
Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 285,000,000 | 209,000,000 |
Maximum | Advertising revenue | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,000,000 | $ 1,000,000 |
Segments and Geographic Infor_4
Segments and Geographic Information - Revenue and Profit by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,952 | $ 1,744 |
Cost of services | (839) | (739) |
Segment gross profit | 1,113 | 1,005 |
Sirius XM | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,583 | 1,493 |
Cost of services | (593) | (569) |
Segment gross profit | 990 | 924 |
Pandora | ||
Segment Reporting Information [Line Items] | ||
Revenue | 369 | 251 |
Cost of services | (246) | (170) |
Segment gross profit | 123 | 81 |
Subscriber revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,585 | 1,458 |
Subscriber revenue | Sirius XM | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,457 | 1,370 |
Subscriber revenue | Pandora | ||
Segment Reporting Information [Line Items] | ||
Revenue | 128 | 88 |
Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 285 | 209 |
Advertising revenue | Sirius XM | ||
Segment Reporting Information [Line Items] | ||
Revenue | 44 | 46 |
Advertising revenue | Pandora | ||
Segment Reporting Information [Line Items] | ||
Revenue | 241 | 163 |
Equipment revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 41 | 41 |
Cost of services | (4) | (6) |
Equipment revenue | Sirius XM | ||
Segment Reporting Information [Line Items] | ||
Revenue | 41 | 41 |
Equipment revenue | Pandora | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | |
Other revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 41 | 36 |
Other revenue | Sirius XM | ||
Segment Reporting Information [Line Items] | ||
Revenue | 41 | 36 |
Other revenue | Pandora | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 0 | $ 0 |
Segments and Geographic Infor_5
Segments and Geographic Information - Gross Profit to Consolidated Income Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment gross profit | $ 1,113 | $ 1,005 |
Subscriber acquisition costs | (99) | (108) |
Sales and marketing | (225) | (183) |
Engineering, design and development | (71) | (54) |
General and administrative | (107) | (135) |
Depreciation and amortization | (132) | (107) |
Share-based payment expense | (55) | (70) |
Acquisition and other related costs | 0 | (76) |
Consolidated income before income taxes | 373 | 243 |
Segment Reconciling Items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Subscriber acquisition costs | (99) | (108) |
Sales and marketing | (208) | (168) |
Engineering, design and development | (60) | (45) |
General and administrative | (91) | (119) |
Depreciation and amortization | (132) | (107) |
Share-based payment expense | (55) | (49) |
Acquisition and other related costs | (76) | |
Total other (expense) income | (95) | (90) |
Cost of Sales | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (11) | (9) |
Sales and Marketing | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (17) | (15) |
Research and Development Expense | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (11) | (9) |
General and Administrative Expense | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | $ (16) | $ (16) |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Apr. 21, 2020 | Jan. 30, 2020 |
Subsequent Event [Line Items] | ||
Dividends declared per common share (in dollars per share) | $ 0.01331 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Dividends declared per common share (in dollars per share) | $ 0.01331 |