Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 26, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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, $0.001 par value | |
Trading Symbol | SIRI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,090,766,059 | |
Entity Central Index Key | 0000908937 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Revenue | $ 2,058 | $ 1,952 |
Cost of services: | ||
Subscriber acquisition costs | 86 | 99 |
Sales and marketing | 217 | 225 |
Engineering, design and development | 64 | 71 |
General and administrative | 121 | 107 |
Depreciation and amortization | 132 | 132 |
Impairment, restructuring and acquisition costs | 245 | 0 |
Total operating expenses | 1,804 | 1,484 |
Income from operations | 254 | 468 |
Other (expense) income: | ||
Interest expense | (100) | (99) |
Other income | 3 | 4 |
Total other (expense) income | (97) | (95) |
Income before income taxes | 157 | 373 |
Income tax benefit (expense) | 62 | (80) |
Net income | 219 | 293 |
Foreign currency translation adjustment, net of tax | 5 | (25) |
Total comprehensive income | $ 224 | $ 268 |
Net income per common share: | ||
Basic (in USD per share) | $ 0.05 | $ 0.07 |
Diluted (in USD per share) | $ 0.05 | $ 0.07 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 4,137 | 4,405 |
Diluted (in shares) | 4,222 | 4,515 |
Subscriber revenue | ||
Revenue: | ||
Revenue | $ 1,611 | $ 1,585 |
Advertising revenue | ||
Revenue: | ||
Revenue | 354 | 285 |
Equipment | ||
Revenue: | ||
Revenue | 57 | 41 |
Cost of services: | ||
Cost of services | 4 | 4 |
Other revenue | ||
Revenue: | ||
Revenue | 36 | 41 |
Revenue share and royalties | ||
Cost of services: | ||
Cost of services | 640 | 570 |
Programming and content | ||
Cost of services: | ||
Cost of services | 130 | 118 |
Customer service and billing | ||
Cost of services: | ||
Cost of services | 117 | 118 |
Transmission | ||
Cost of services: | ||
Cost of services | $ 48 | $ 40 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 59 | $ 71 |
Receivables, net | 611 | 672 |
Inventory, net | 8 | 10 |
Related party current assets | 11 | 20 |
Prepaid expenses and other current assets | 216 | 194 |
Total current assets | 905 | 967 |
Property and equipment, net | 1,403 | 1,629 |
Intangible assets, net | 3,302 | 3,340 |
Goodwill | 3,128 | 3,122 |
Related party long-term assets | 538 | 531 |
Deferred tax assets | 111 | 111 |
Operating lease right-of-use assets | 392 | 427 |
Other long-term assets | 209 | 206 |
Total assets | 9,988 | 10,333 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,057 | 1,223 |
Accrued interest | 80 | 174 |
Current portion of deferred revenue | 1,664 | 1,721 |
Current maturities of debt | 1 | 1 |
Operating lease current liabilities | 48 | 48 |
Total current liabilities | 2,850 | 3,167 |
Long-term deferred revenue | 115 | 118 |
Long-term debt | 8,878 | 8,499 |
Deferred tax liabilities | 192 | 266 |
Operating lease liabilities | 406 | 419 |
Other long-term liabilities | 150 | 149 |
Total liabilities | 12,591 | 12,618 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, par value $0.001 per share; 9,000 shares authorized; 4,107 and 4,176 shares issued; 4,105 and 4,173 shares outstanding at March 31, 2021 and December 31, 2020, respectively | 4 | 4 |
Accumulated other comprehensive income, net of tax | 20 | 15 |
Additional paid-in capital | 0 | 0 |
Treasury stock, at cost; 2 and 3 shares of common stock at March 31, 2021 and December 31, 2020, respectively | (13) | (19) |
Accumulated deficit | (2,614) | (2,285) |
Total stockholders’ equity (deficit) | (2,603) | (2,285) |
Total liabilities and stockholders’ equity (deficit) | $ 9,988 | $ 10,333 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value ( in USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock issued (in shares) | 4,107,000,000 | 4,176,000,000 |
Common stock outstanding (in shares) | 4,105,000,000 | 4,173,000,000 |
Treasury stock (in shares) | 2,000,000 | 3,000,000 |
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 |
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 (loss), 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) |
Beginning balance (in shares) at Dec. 31, 2020 | 4,176 | 3 | ||||
Beginning balance at Dec. 31, 2020 | (2,285) | $ 4 | 15 | 0 | $ (19) | (2,285) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss), net of tax | 224 | 5 | 219 | |||
Share-based payment expense | 55 | 55 | ||||
Exercise of stock options and vesting of restricted stock units (in shares) | 17 | |||||
Exercise of stock options and vesting of restricted stock units | 0 | |||||
Withholding taxes on net share settlement of stock-based compensation | (20) | (20) | ||||
Cash dividends paid on common stock | (61) | (35) | (26) | |||
Common stock repurchased (in shares) | 85 | |||||
Common stock repurchased | (516) | $ (516) | ||||
Common stock retired (in shares) | (86) | (86) | ||||
Common stock retired | 0 | $ 522 | (522) | |||
Ending balance (in shares) at Mar. 31, 2021 | 4,107 | 2 | ||||
Ending balance at Mar. 31, 2021 | $ (2,603) | $ 4 | $ 20 | $ 0 | $ (13) | $ (2,614) |
CONSOLIDATED STATEMENT OF STO_2
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividend Per Share (in USD per share) | $ 0.014641 | $ 0.01331 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Cash flows from operating activities: | |||
Net income | $ 219 | $ 293 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 132 | 132 | |
Non cash impairment and restructuring costs | 245 | 0 | |
Non-cash interest expense, net of amortization of premium | 5 | 5 | |
Provision for doubtful accounts | 10 | 19 | |
Amortization of deferred income related to equity method investment | 0 | (1) | |
Loss on unconsolidated entity investments, net | 1 | 2 | |
(Gain) loss on other investments | (1) | 5 | |
Share-based payment expense | 51 | 55 | |
Deferred income tax (benefit) expense | (76) | 72 | |
Amortization of right-of-use assets | 15 | 14 | |
Changes in operating assets and liabilities: | |||
Receivables | 45 | 47 | |
Inventory | 2 | (1) | |
Related party, net | 10 | 6 | |
Prepaid expenses and other current assets | (22) | (18) | |
Other long-term assets | (4) | 2 | |
Accounts payable and accrued expenses | (173) | (131) | |
Accrued interest | (94) | (62) | |
Deferred revenue | (59) | (11) | |
Operating lease liabilities | (12) | (11) | |
Other long-term liabilities | (2) | (1) | |
Net cash provided by operating activities | 292 | 416 | |
Cash flows from investing activities: | |||
Additions to property and equipment | (78) | (62) | |
Purchases of other investments | (3) | (6) | |
Acquisition of business, net of cash acquired | 6 | 0 | |
Investments in related parties and other equity investees | (5) | (80) | |
Repayment from related party | 2 | 3 | |
Net cash used in investing activities | (78) | (145) | |
Cash flows from financing activities: | |||
Taxes paid from net share settlements for stock-based compensation | (20) | (35) | |
Revolving credit facility, net of deferred financing costs | 374 | 0 | |
Principal payments of long-term borrowings | (1) | (2) | |
Common stock repurchased and retired | (522) | (243) | |
Dividends paid | (61) | (59) | |
Net cash used in financing activities | (230) | (339) | |
Net decrease in cash, cash equivalents and restricted cash | (16) | (68) | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 83 | 120 |
Cash, cash equivalents and restricted cash at end of period | [1] | 67 | 52 |
Cash paid during the period for: | |||
Interest, net of amounts capitalized | 189 | 155 | |
Income taxes paid | 2 | 5 | |
Non-cash investing and financing activities: | |||
Treasury stock not yet settled | 6 | 0 | |
Accumulated other comprehensive income (loss), net of tax | $ 5 | $ (25) | |
[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. (in millions) March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 Cash and cash equivalents $ 59 $ 71 $ 40 $ 106 Restricted cash included in Other long-term assets 8 12 12 14 Total cash, cash equivalents and restricted cash at end of period $ 67 $ 83 $ 52 $ 120 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||||
Cash and cash equivalents | $ 59 | $ 71 | $ 40 | $ 106 | |
Restricted cash included in Other long-term assets | 8 | 12 | 12 | 14 | |
Total cash, cash equivalents and restricted cash at end of period | [1] | $ 67 | $ 83 | $ 52 | $ 120 |
[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. (in millions) March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 Cash and cash equivalents $ 59 $ 71 $ 40 $ 106 Restricted cash included in Other long-term assets 8 12 12 14 Total cash, cash equivalents and restricted cash at end of period $ 67 $ 83 $ 52 $ 120 |
Business & Basis of Presentatio
Business & Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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 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 and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basis. Sirius XM's premier content bundles include live, curated and certain exclusive and on demand programming. The Sirius XM service is distributed through our two proprietary satellite radio systems and streamed 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 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, 2021, our Sirius XM business had approximately 34.5 million subscribers. In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers. 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 (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of March 31, 2021, Pandora had approximately 6.5 million subscribers. The majority of revenue from our Pandora business is generated from advertising on our Pandora ad-supported radio service. We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers. Our Pandora business also sells advertising on audio platforms and in podcasts unaffiliated with us. Pandora has an arrangement 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. We also have arrangements to serve as the ad sales representative for certain podcasts. 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 12 for more information on this investment. On June 16, 2020, Sirius XM acquired Simplecast for $28 in cash. Simplecast is a podcast management and analytics platform. Refer to Note 3 for more information on this acquisition. On October 16, 2020, Sirius XM acquired certain assets and liabilities of Stitcher from The E.W. Scripps Company and certain of its subsidiaries for total consideration of $302, which included $266 in cash and $36 related to the acquisition date fair value of contingent consideration. The agreement provides that Sirius XM will potentially make up to $60 in additional contingent payments to Scripps based on Stitcher achieving certain financial metrics in 2020 and 2021. The acquisition of Stitcher, in conjunction with Simplecast, created a full-service platform for podcast creators, publishers and advertisers. Refer to Note 3 for more information on this acquisition. Impact of the coronavirus (“COVID-19”) pandemic The precise extent to which the COVID-19 pandemic will impact our operational and financial performance will depend on various factors. To date, the pandemic has not increased our costs of or access to capital under our revolving credit facility or in the debt capital markets, 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. Liberty Media As of March 31, 2021, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 77% 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, 2021 and for the three months ended March 31, 2021 and 2020 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, 2020, which was filed with the SEC on February 2, 2021. 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 18 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, 2021 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 19. 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, 2021 | |
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, 2021 and December 31, 2020, 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, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Level 1 Level 2 Level 3 Total Fair Liabilities: Debt (a) — $ 9,246 — $ 9,246 — $ 9,011 — $ 9,011 (a) The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm. Refer to Note 13 for information related to the carrying value of our debt as of March 31, 2021 and December 31, 2020. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income of $20 was primarily comprised of the cumulative foreign currency translation adjustments related to our investment in and loan to Sirius XM Canada (refer to Note 12 for additional information). During the three months ended March 31, 2021, we recorded foreign currency translation adjustment income of $5, net of tax expense of $1. During the three months ended March 31, 2020, we recorded foreign currency translation adjustment loss of $25, net of a tax benefit of $8. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Stitcher On October 16, 2020, Sirius XM acquired certain assets and liabilities of Stitcher from The E.W. Scripps Company and certain of its subsidiaries ("Scripps") for $266 in cash, which amount includes net working capital adjustments. The agreement provides that Sirius XM will potentially make up to $60 in additional contingent payments to Scripps based on Stitcher achieving certain financial metrics in 2020 and 2021. The total purchase consideration of $302 includes $36 related to the acquisition date fair value of the contingent consideration. The fair value of the contingent consideration was determined using a probability-weighted cash flow model and will be remeasured to fair value at each subsequent reporting period. Stitcher is included in our Pandora reporting unit. The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: Acquired Assets: Receivables, net $ 21 Prepaid expenses and other current assets 16 Property and equipment 8 Intangible assets 38 Goodwill 224 Operating lease right-of-use assets 11 Total assets $ 318 Assumed Liabilities: Accounts payable and accrued expenses $ 4 Deferred revenue 1 Operating lease current liabilities 2 Operating lease liabilities 9 Total liabilities $ 16 Total consideration $ 302 The Stitcher acquisition was accounted for using the acquisition method of accounting and was financed through borrowings under our Credit Facility. Simplecast On June 16, 2020, Sirius XM acquired Simplecast for $28 in cash. Simplecast is a podcast management and analytics platform. Simplecast complements AdsWizz’s advertising technology platform, allowing the company to offer podcasters a simple solution for management, hosting, analytics and advertising sales, and is included in the Pandora reporting unit. The Simplecast acquisition was accounted for using the acquisition method of accounting. We recognized goodwill of $17, amortizable intangible assets of $12, other assets of less than $1 and deferred tax liabilities of $1. No acquisition related costs were recognized for the three months ended March 31, 2021 and 2020. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring CostsDuring the three months ended March 31, 2021, we evaluated our office space needs and, as a result of such analysis, surrendered certain office leases primarily in New York, New York and Oakland, California. We assessed the recoverability of the carrying value of the operating lease right of use assets related to these locations. Based on that assessment, the carrying values of the assets were not recoverable and we recorded impairments of $18 to reduce the carrying value of the assets to their fair values. Additionally, we accrued expenses of $6 which we will not recognize any future economic benefits and wrote off leasehold improvements of $1. The fair values of the assets were determined using a discounted cash flow model based on management's assumptions regarding the ability to sublease the locations and the remaining term of the leases. The total charge of $25 was recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statement of comprehensive income for the three months ended March 31, 2021. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020. Common stock equivalents of 97 and 40 for the three months ended March 31, 2021 and 2020, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. For the Three Months Ended March 31, 2021 2020 Numerator: Net Income available to common stockholders for basic net income per common share $ 219 $ 293 Effect of interest on assumed conversions of convertible notes, net of tax 2 2 Net Income available to common stockholders for dilutive net income per common share $ 221 $ 295 Denominator: Weighted average common shares outstanding for basic net income per common share 4,137 4,405 Weighted average impact of assumed convertible notes 30 29 Weighted average impact of dilutive equity instruments 55 81 Weighted average shares for diluted net income per common share 4,222 4,515 Net income per common share: Basic $ 0.05 $ 0.07 Diluted $ 0.05 $ 0.07 |
Receivables, net
Receivables, net | 3 Months Ended |
Mar. 31, 2021 | |
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 and advertising customers, including advertising agencies 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 and do not expect issues in the foreseeable future. Receivables, net, consists of the following: March 31, 2021 December 31, 2020 Gross customer accounts receivable $ 507 $ 574 Allowance for doubtful accounts (12) (15) Customer accounts receivable, net $ 495 $ 559 Receivables from distributors 73 73 Other receivables 43 40 Total receivables, net $ 611 $ 672 |
Inventory, net
Inventory, net | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, net | Inventory, net Inventory consists of finished goods and refurbished goods. 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, 2021 December 31, 2020 Finished goods 11 13 Allowance for obsolescence (3) (3) Total inventory, net $ 8 $ 10 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021. As of March 31, 2021, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three months ended March 31, 2021 and 2020. As of March 31, 2021, the cumulative balance of goodwill impairments recorded was $5,722, of which $4,766 was recognized during the year ended December 31, 2008 and is included in the carrying amount of the goodwill allocated to our Sirius XM reporting unit and $956 was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora reporting unit. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets include the following: March 31, 2021 December 31, 2020 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 250 — 250 250 — 250 Definite life intangible assets: OEM relationships 15 years 220 (109) 111 220 (105) 115 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (17) 14 31 (16) 15 Due to Pandora and Stitcher Acquisitions: Indefinite life intangible assets: Trademarks Indefinite $ 311 $ — $ 311 $ 311 $ — $ 311 Definite life intangible assets: Customer relationships 8 years 441 (118) 323 441 (104) 337 Software and technology 5 years 373 (164) 209 373 (145) 228 Total intangible assets $ 3,755 $ (453) $ 3,302 $ 3,755 $ (415) $ 3,340 Indefinite Life Intangible Assets We have identified our FCC licenses and XM and Pandora 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, 2021, 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, 2021 and 2020. Definite Life Intangible Assets Amortization expense for all definite life intangible assets was $38 for each of the three months ended March 31, 2021 and 2020. There were no retirements of definite lived intangible assets during the three months ended March 31, 2021 and 2020. The expected amortization expense for each of the fiscal years 2021 through 2025 and for periods thereafter is as follows: Years ending December 31, Amount 2021 (remaining) $ 115 2022 154 2023 141 2024 75 2025 69 Thereafter 103 Total definite life intangible assets, net $ 657 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net, consists of the following: March 31, 2021 December 31, 2020 Satellite system $ 1,587 $ 1,587 Terrestrial repeater network 105 105 Leasehold improvements 108 111 Broadcast studio equipment 105 100 Capitalized software and hardware 1,404 1,372 Satellite telemetry, tracking and control facilities 98 96 Furniture, fixtures, equipment and other 92 92 Land 38 38 Building 63 63 Construction in progress 338 510 Total property and equipment 3,938 4,074 Accumulated depreciation and amortization (2,535) (2,445) Property and equipment, net $ 1,403 $ 1,629 Construction in progress consists of the following: March 31, 2021 December 31, 2020 Satellite system $ 213 $ 429 Terrestrial repeater network 10 8 Capitalized software and hardware 90 52 Other 25 21 Construction in progress $ 338 $ 510 Depreciation and amortization expense on property and equipment was $94 for each of the three months ended March 31, 2021 and 2020. We retired property and equipment of $5 and $29 during the three months ended March 31, 2021 and 2020, respectively. 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 $3 and $5 for the three months ended March 31, 2021 and 2020, respectively, which related to the construction of our SXM-8 satellite. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $4 for each of the three months ended March 31, 2021 and 2020. Satellites As of March 31, 2021, we operated a fleet of five satellites. 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 license. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The chart below provides certain information on our satellites as of March 31, 2021: Satellite Description Year Delivered Estimated End of FCC License Expiration Year SIRIUS FM-5 2009 2024 2025 SIRIUS FM-6 2013 2028 2022 XM-3 2005 2020 2021 (a) XM-4 2006 2021 2022 XM-5 2010 2025 2026 (a) We filed an application with the FCC to extend the license for the XM-3 satellite on February 26, 2021 and expect it to be granted routinely. On December 13, 2020, our SXM-7 satellite was successfully launched and in-orbit testing of SXM-7 began on January 4, 2021. During in-orbit testing of SXM-7, events occurred which caused failures of certain SXM-7 payload units. The evaluation of SXM-7 concluded that the satellite will not function as intended, which we considered to be a triggering event prompting the assessment as to whether the asset's carrying value of $220 was recoverable. In determining recoverability of SXM-7, we compared the asset's carrying value to the undiscounted cash flows derived from the satellite. SXM-7 was determined to be a total loss and therefore, we determined that the carrying value of the satellite is not recoverable and an impairment charge of $220 was recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income for the three months ended March 31, 2021. We have procured insurance for SXM-7 to cover the risks associated with the satellite's launch and first year of in-orbit operation. The aggregate coverage under the insurance policy with respect to SXM-7 is $225. We have notified the underwriters of this policy of a potential claim with respect to SXM-7 and expect to file an insurance claim in the second quarter of 2021. At this time, we are unable to reliably estimate the timing and amount of insurance recoveries and will record the insurance recoveries when they are probable and estimable. We do not expect our satellite radio service to be impacted by these adverse SXM-7 events. Our XM-3 and XM-4 satellites continue to operate and are expected to support our satellite radio service for several years. In addition, our XM-5 satellite remains available as an in-orbit spare. Construction of our SXM-8 satellite is underway and that satellite is expected to be launched into a geostationary orbit in 2021. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
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 17 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, 2021 2020 Operating lease cost $ 21 $ 20 Finance lease cost — — Sublease income (1) — Total lease cost $ 20 $ 20 |
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 17 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, 2021 2020 Operating lease cost $ 21 $ 20 Finance lease cost — — Sublease income (1) — Total lease cost $ 20 $ 20 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021, Liberty Media beneficially owned, directly and indirectly, approximately 77% 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, 2021 and 2020, Sirius XM Canada repaid $2 and $3 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 as of March 31, 2021 and December 31, 2020 included the carrying value of our investment balance in Sirius XM Canada of $340 and $332, respectively, and, as of March 31, 2021 and December 31, 2020, also included $122 and $123, 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, 2021 and 2020. 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 for each of the three months ended March 31, 2021 and 2020. SoundCloud In February 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 sheets. Sirius XM has appointed two individuals to serve on SoundCloud's nine-member board of managers. For each of the three months ended March 31, 2021 and 2020, Sirius XM's share of SoundCloud's net loss was less than $1 which was recorded in Other income (expense) in our unaudited consolidated statement of comprehensive income. In addition to our investment in SoundCloud, Pandora has 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 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our debt as of March 31, 2021 and December 31, 2020 consisted of the following: Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at March 31, 2021 March 31, 2021 December 31, 2020 Sirius XM July 2017 3.875% Senior Notes August 1, 2022 semi-annually on February 1 and August 1 1,000 998 997 Pandora June 2018 1.75% Convertible Senior Notes December 1, 2023 semi-annually on June 1 and December 1 193 172 170 Sirius XM July 2019 4.625% Senior Notes July 15, 2024 semi-annually on January 15 and July 15 1,500 1,489 1,488 Sirius XM May 2016 5.375% Senior Notes July 15, 2026 semi-annually on January 15 and July 15 1,000 993 993 Sirius XM July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,490 1,490 Sirius XM June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,238 1,237 Sirius XM June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500 1,484 1,484 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 29, 2023 variable fee paid quarterly 1,023 1,023 649 Sirius XM Various Finance leases Various n/a n/a 1 1 Total Debt 8,888 8,509 Less: total current maturities 1 1 Less: total deferred financing costs 9 9 Total long-term debt $ 8,878 $ 8,499 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed these notes. (c) Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes. (d) We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the acquisition of Pandora Media, Inc. in 2019. 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, 2021. As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets. (e) 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, 2021. 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, 2021. 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 indenture governing the Pandora 2023 Notes (as defined below) contains 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, 2021 and December 31, 2020, we were in compliance with our debt covenants. Pandora Convertible Notes Pandora's 1.75% Convertible Senior Notes due 2023 (the “Pandora 2023 Notes”) are unsecured, senior obligations of Pandora. Holdings has guaranteed the payment and performance obligations of Pandora under the Pandora 2023 Notes and the indenture governing the Pandora 2023 Notes. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
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 4,107 and 4,176 shares of common stock issued and 4,105 and 4,173 shares of common stock outstanding on March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, 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, 2021, we declared and paid the following dividend: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 28, 2021 $ 0.014641 February 10, 2021 $ 61 February 26, 2021 Stock Repurchase Program As of March 31, 2021, our board of directors had approved for repurchase an aggregate of $16,000 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, 2021, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3,399 shares for $14,924, and $1,076 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, 2021 March 31, 2020 Share Repurchase Type Shares Amount Shares Amount Open Market Repurchases (a) 85 $ 516 41 $ 243 (a) As of March 31, 2021, $13 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statement of stockholders’ equity (deficit). 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, 2021 and December 31, 2020. |
Benefit Plans
Benefit Plans | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans We recognized share-based payment expense of $51 and $55 for the three months ended March 31, 2021 and 2020, respectively. 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 During the three months ended March 31, 2021, the Compensation Committee of our Board of Directors approved a modification to the design of our long-term equity compensation program for our senior management. The Compensation Committee intends to award equity-based compensation to our senior management in the form of: 25% stock options, which awards will vest in installments on the first three anniversaries of the date of grant; 25% restricted stock units, which awards will vest in installments on the first three anniversaries of the date of grant; 25% PRSUs, which will cliff vest on the third anniversary of the date of grant after a two-year performance period if the free cash flow target established by the Compensation Committee is achieved; and 25% PRSUs, which will cliff vest after a three-year performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index. We refer to this performance measure as a relative “TSR” or “total stockholder return” metric. PRSUs based on the relative total stockholder return metric will only vest if our performance achieves at least the 25th percentile, with a target payout requiring performance at the 50th percentile. The settlement of PRSUs earned in respect of the applicable three-year performance period will be generally subject to the executive’s continued employment with us through the date the total stockholder return performance is certified by the Compensation Committee. In connection with our February 2019 acquisition of Pandora, 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, members of our board of directors and non-employees: For the Three Months Ended March 31, 2021 2020 Risk-free interest rate 0.6% 1.4 % Expected life of options — years 6.10 3.82 Expected stock price volatility 33% 25 % Expected dividend yield 1.0% 0.7 % The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2021: Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 184 $ 4.73 Granted 53 $ 6.14 Exercised (38) $ 3.98 Forfeited, cancelled or expired (1) $ 6.44 Outstanding as of March 31, 2021 198 $ 5.26 5.93 $ 194 Exercisable as of March 31, 2021 117 $ 4.57 4.66 $ 189 The weighted average grant date fair value per stock option granted during the three months ended March 31, 2021 was $1.78. The total intrinsic value of stock options exercised during the three months ended March 31, 2021 and 2020 was $85 and $32, respectively. During the three months ended March 31, 2021, the number of net settled shares issued as a result of stock option exercises were 13. We recognized share-based payment expense associated with stock options of $11 for each of the three months ended March 31, 2021 and 2020. The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the three months ended March 31, 2021: Shares Grant Date Nonvested as of December 31, 2020 75 $ 6.06 Granted 10 $ 5.95 Vested (6) $ 6.09 Forfeited (2) $ 5.96 Nonvested as of March 31, 2021 77 $ 6.05 The total intrinsic value of restricted stock units, including PRSUs, vesting during the three months ended March 31, 2021 and 2020 was $39 and $58, respectively. During the three months ended March 31, 2021, the number of net settled shares issued as a result of restricted stock units vesting totaled 4. During the three months ended March 31, 2021, we granted 6 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, 2021, 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, 2021. We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $40 and $44 for the three months ended March 31, 2021 and 2020, 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, 2021 and December 31, 2020 was $467 and $385, respectively. The total unrecognized compensation costs at March 31, 2021 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. In October 2020, the Pandora Media, LLC 401(k) Profit Sharing Plan and Trust merged with the Sirius XM Plan. We recognized expenses of $5 for each of the three months ended March 31, 2021 and 2020 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 the three months ended March 31, 2021 and 2020 were $3 and $6, respectively. As of March 31, 2021 and December 31, 2020, the fair value of the investments held in the trust were $50 and |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of March 31, 2021: 2021 2022 2023 2024 2025 Thereafter Total Debt obligations $ 1 $ 1,000 $ 1,216 $ 1,500 $ — $ 5,250 $ 8,967 Cash interest payments 202 390 342 329 259 788 2,310 Satellite and transmission 49 3 2 2 2 10 68 Programming and content 280 309 233 162 122 195 1,301 Sales and marketing 63 23 10 3 3 6 108 Satellite incentive payments 5 7 7 8 7 23 57 Operating lease obligations 53 69 60 47 45 133 407 Royalties, minimum guarantees and other 225 261 137 7 — — 630 Total (1) $ 878 $ 2,062 $ 2,007 $ 2,058 $ 438 $ 6,405 $ 13,848 (1) The table does not include our reserve for uncertain tax positions, which at March 31, 2021 totaled $26. 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 one satellite, 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-4 meeting its 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 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. During the three months ended March 31, 2021, we prepaid $5 in content costs related to minimum guarantees. As of March 31, 2021, we had future fixed minimum guarantee commitments of $168, of which $64 will be paid in 2021 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, 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. The cost of our common stock acquired in our capital return program but not paid for as of March 31, 2021 was also included in this category. 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. In October 2020, the District Court denied Pandora’s renewed motion to dismiss the case under California’s anti-SLAPP statute, finding the case no longer qualified for anti-SLAPP due to intervening changes in the law, and denied Pandora’s renewed attempt to end the case. Alternatively, the District Court ruled that the preemption defense likely did not apply to Flo & Eddie’s claims, in part because the District Court believed that the MMA did not apply retroactively. Pandora promptly appealed the District Court’s decision to the Ninth Circuit, and moved to stay appellate briefing pending the appeal of a related case against Sirius XM. On January 13, 2021, the Ninth Circuit issued an order granting the stay of appellate proceedings pending the resolution of a related case against Sirius XM. We believe we have substantial defenses to the claims asserted in this action, and we intend to defend this action 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 light of the COVID-19 pandemic, the multi-week hearing before the Copyright Royalty Judges originally scheduled to begin in Washington, DC in March 2020, was postponed and conducted virtually via videoconference between August 4 and September 9, 2020. Subsequent to the hearing, the parties submitted post-trial briefing and reply briefing. Closing arguments were held in November 2020. The final rates proposed for the 2021-2025 period by Sirius XM, Pandora, and the other webcaster participants are below the existing statutory rates. Specifically, Sirius XM and Pandora proposed rates of $0.0011 per performance for nonsubscription commercial webcasters and $0.0016 per performance for subscription commercial webcasters. SoundExchange proposed increasing the existing statutory rates to $0.0028 per performance for nonsubscription commercial webcasters and $0.0031 per performance for commercial subscription webcasters. In March 2021, the Copyright Royalty Judges requested, and the Copyright Office granted, an additional sixty days to deliver the initial determination of rates and terms for the proceeding. As a result, the initial determination is due from the Copyright Royalty Judges on or before June 14, 2021 rather than April 15, 2021. 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, 2021 | |
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, 2021 and 2020, income tax benefit (expense) was $62 and $(80), respectively. Our effective tax rate for the three months ended March 31, 2021 and 2020 was (39.5)% and 21.4%, respectively. The effective tax rate for the three months ended March 31, 2021 was primarily impacted by a $95 benefit associated with a state tax audit settlement. 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. We estimate our effective tax rate for the year ending December 31, 2021 will be approximately 16%. As of March 31, 2021 and December 31, 2020, we had a valuation allowance related to deferred tax assets of $76 and $54, respectively, that were not likely to be realized due to due to the timing of certain federal and state net operating loss limitations. We are participating in the Compliance Assurance Process of the U.S. Internal Revenue Service (“IRS”) for 2021 which is expected to conclude during 2022. This program allows us to work with the IRS to identify and resolve potential U.S. Federal tax issues before the filing of tax returns. We are continuously audited by various taxing jurisdictions. There are no material assessments which we believe are probable at this time. On February 1, 2021, Holdings entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. Under the Internal Revenue Code, two corporations may form a consolidated tax group, and file a consolidated federal income tax return, if one corporation owns stock representing at least 80% of the voting power and value of the outstanding capital stock of the other corporation. As of March 31, 2021, Liberty Media beneficially owned, directly and indirectly, approximately 77% of the outstanding shares of our common stock. We expect that Liberty Media could beneficially own, directly and indirectly, over 80% of the outstanding shares of our common stock at some time in 2021, and Holdings and Liberty Media would then become members of the same consolidated tax group. Should that happen, the tax sharing agreement would govern certain matters related to the resulting consolidated federal income tax returns, as well as state and local returns filed on a consolidated or combined basis. The tax sharing agreement contains provisions that Holdings believes are customary for tax sharing agreements between members of a consolidated group. The tax sharing agreement and our inclusion in Liberty Media’s consolidated tax group is not expected to have any material adverse effect on us. |
Segments and Geographic Informa
Segments and Geographic Information | 3 Months Ended |
Mar. 31, 2021 | |
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 the three months ended March 31, 2021 and 2020. Segment revenue and gross profit were as follows during the period presented: For the Three Months Ended March 31, 2021 Sirius XM Pandora Total Revenue Subscriber revenue $ 1,481 $ 130 $ 1,611 Advertising revenue 42 312 354 Equipment revenue 57 — 57 Other revenue 36 — 36 Total revenue 1,616 442 2,058 Cost of services (a) (623) (305) (928) Segment gross profit $ 993 $ 137 $ 1,130 The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended March 31, 2021 Segment Gross Profit $ 1,130 Subscriber acquisition costs (86) Sales and marketing (a) (202) Engineering, design and development (a) (54) General and administrative (a) (106) Depreciation and amortization (132) Share-based payment expense (51) Impairment, restructuring and acquisition costs (245) Total other (expense) income (97) Consolidated income before income taxes $ 157 (a) Share-based payment expense of $11 related to cost of services, $15 related to sales and marketing, $10 related to engineering, design and development and $15 related to general and administrative has been excluded. 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 (b) (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 (b) (208) Engineering, design and development (b) (60) General and administrative (b) (91) Depreciation and amortization (132) Share-based payment expense (55) Total other (expense) income (95) Consolidated income before income taxes $ 373 (b) 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. A measure of segment assets is not currently provided to the Chief Executive Officer and has therefore not been provided. As of March 31, 2021, 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, 2021 and 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Capital Return Program For the period from April 1, 2021 to April 26, 2021 we repurchased 15 shares of our common stock on the open market for an aggregate purchase price of $94, including fees and commissions. On April 20, 2021, our board of directors declared a quarterly dividend on our common stock in the amount of $0.014641 per share of common stock payable on May 28, 2021 to stockholders of record as of the close of business on May 7, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 MeasurementsFor 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. |
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 and advertising customers, including advertising agencies 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 |
Inventory, net | Inventory consists of finished goods and refurbished goods. 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 |
Indefinite Life Intangible Assets | Indefinite Life Intangible Assets We have identified our FCC licenses and XM and Pandora 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, 2021, 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, 2021 and 2020. |
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, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | Our liabilities measured at fair value were as follows: March 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Level 1 Level 2 Level 3 Total Fair Liabilities: Debt (a) — $ 9,246 — $ 9,246 — $ 9,011 — $ 9,011 (a) The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm. Refer to Note 13 for information related to the carrying value of our debt as of March 31, 2021 and December 31, 2020. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: Acquired Assets: Receivables, net $ 21 Prepaid expenses and other current assets 16 Property and equipment 8 Intangible assets 38 Goodwill 224 Operating lease right-of-use assets 11 Total assets $ 318 Assumed Liabilities: Accounts payable and accrued expenses $ 4 Deferred revenue 1 Operating lease current liabilities 2 Operating lease liabilities 9 Total liabilities $ 16 Total consideration $ 302 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three Months Ended March 31, 2021 2020 Numerator: Net Income available to common stockholders for basic net income per common share $ 219 $ 293 Effect of interest on assumed conversions of convertible notes, net of tax 2 2 Net Income available to common stockholders for dilutive net income per common share $ 221 $ 295 Denominator: Weighted average common shares outstanding for basic net income per common share 4,137 4,405 Weighted average impact of assumed convertible notes 30 29 Weighted average impact of dilutive equity instruments 55 81 Weighted average shares for diluted net income per common share 4,222 4,515 Net income per common share: Basic $ 0.05 $ 0.07 Diluted $ 0.05 $ 0.07 |
Receivables, net (Tables)
Receivables, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Receivables, net, consists of the following: March 31, 2021 December 31, 2020 Gross customer accounts receivable $ 507 $ 574 Allowance for doubtful accounts (12) (15) Customer accounts receivable, net $ 495 $ 559 Receivables from distributors 73 73 Other receivables 43 40 Total receivables, net $ 611 $ 672 |
Inventory, net (Tables)
Inventory, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | Inventory, net, consists of the following: March 31, 2021 December 31, 2020 Finished goods 11 13 Allowance for obsolescence (3) (3) Total inventory, net $ 8 $ 10 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Our intangible assets include the following: March 31, 2021 December 31, 2020 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 250 — 250 250 — 250 Definite life intangible assets: OEM relationships 15 years 220 (109) 111 220 (105) 115 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (17) 14 31 (16) 15 Due to Pandora and Stitcher Acquisitions: Indefinite life intangible assets: Trademarks Indefinite $ 311 $ — $ 311 $ 311 $ — $ 311 Definite life intangible assets: Customer relationships 8 years 441 (118) 323 441 (104) 337 Software and technology 5 years 373 (164) 209 373 (145) 228 Total intangible assets $ 3,755 $ (453) $ 3,302 $ 3,755 $ (415) $ 3,340 |
Schedule of Finite-Lived Intangible Assets | Our intangible assets include the following: March 31, 2021 December 31, 2020 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 250 — 250 250 — 250 Definite life intangible assets: OEM relationships 15 years 220 (109) 111 220 (105) 115 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (17) 14 31 (16) 15 Due to Pandora and Stitcher Acquisitions: Indefinite life intangible assets: Trademarks Indefinite $ 311 $ — $ 311 $ 311 $ — $ 311 Definite life intangible assets: Customer relationships 8 years 441 (118) 323 441 (104) 337 Software and technology 5 years 373 (164) 209 373 (145) 228 Total intangible assets $ 3,755 $ (453) $ 3,302 $ 3,755 $ (415) $ 3,340 |
Schedule of Expected Future Amortization Expense | The expected amortization expense for each of the fiscal years 2021 through 2025 and for periods thereafter is as follows: Years ending December 31, Amount 2021 (remaining) $ 115 2022 154 2023 141 2024 75 2025 69 Thereafter 103 Total definite life intangible assets, net $ 657 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following: March 31, 2021 December 31, 2020 Satellite system $ 1,587 $ 1,587 Terrestrial repeater network 105 105 Leasehold improvements 108 111 Broadcast studio equipment 105 100 Capitalized software and hardware 1,404 1,372 Satellite telemetry, tracking and control facilities 98 96 Furniture, fixtures, equipment and other 92 92 Land 38 38 Building 63 63 Construction in progress 338 510 Total property and equipment 3,938 4,074 Accumulated depreciation and amortization (2,535) (2,445) Property and equipment, net $ 1,403 $ 1,629 Construction in progress consists of the following: March 31, 2021 December 31, 2020 Satellite system $ 213 $ 429 Terrestrial repeater network 10 8 Capitalized software and hardware 90 52 Other 25 21 Construction in progress $ 338 $ 510 |
Schedule of Orbiting Satellites | The chart below provides certain information on our satellites as of March 31, 2021: Satellite Description Year Delivered Estimated End of FCC License Expiration Year SIRIUS FM-5 2009 2024 2025 SIRIUS FM-6 2013 2028 2022 XM-3 2005 2020 2021 (a) XM-4 2006 2021 2022 XM-5 2010 2025 2026 (a) We filed an application with the FCC to extend the license for the XM-3 satellite on February 26, 2021 and expect it to be granted routinely. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Three Months Ended March 31, 2021 2020 Operating lease cost $ 21 $ 20 Finance lease cost — — Sublease income (1) — Total lease cost $ 20 $ 20 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our debt as of March 31, 2021 and December 31, 2020 consisted of the following: Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at March 31, 2021 March 31, 2021 December 31, 2020 Sirius XM July 2017 3.875% Senior Notes August 1, 2022 semi-annually on February 1 and August 1 1,000 998 997 Pandora June 2018 1.75% Convertible Senior Notes December 1, 2023 semi-annually on June 1 and December 1 193 172 170 Sirius XM July 2019 4.625% Senior Notes July 15, 2024 semi-annually on January 15 and July 15 1,500 1,489 1,488 Sirius XM May 2016 5.375% Senior Notes July 15, 2026 semi-annually on January 15 and July 15 1,000 993 993 Sirius XM July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,490 1,490 Sirius XM June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,238 1,237 Sirius XM June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500 1,484 1,484 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 29, 2023 variable fee paid quarterly 1,023 1,023 649 Sirius XM Various Finance leases Various n/a n/a 1 1 Total Debt 8,888 8,509 Less: total current maturities 1 1 Less: total deferred financing costs 9 9 Total long-term debt $ 8,878 $ 8,499 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed these notes. (c) Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes. (d) We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the acquisition of Pandora Media, Inc. in 2019. 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, 2021. As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets. (e) 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, 2021. 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 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Dividends Declared | During the three months ended March 31, 2021, we declared and paid the following dividend: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 28, 2021 $ 0.014641 February 10, 2021 $ 61 February 26, 2021 |
Schedule of Repurchase Agreements | The following table summarizes our total share repurchase activity for the three months ended: March 31, 2021 March 31, 2020 Share Repurchase Type Shares Amount Shares Amount Open Market Repurchases (a) 85 $ 516 41 $ 243 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Fair Value of Options Granted | The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees: For the Three Months Ended March 31, 2021 2020 Risk-free interest rate 0.6% 1.4 % Expected life of options — years 6.10 3.82 Expected stock price volatility 33% 25 % Expected dividend yield 1.0% 0.7 % |
Schedule of 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, 2021: Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 184 $ 4.73 Granted 53 $ 6.14 Exercised (38) $ 3.98 Forfeited, cancelled or expired (1) $ 6.44 Outstanding as of March 31, 2021 198 $ 5.26 5.93 $ 194 Exercisable as of March 31, 2021 117 $ 4.57 4.66 $ 189 |
Schedule 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, 2021: Shares Grant Date Nonvested as of December 31, 2020 75 $ 6.06 Granted 10 $ 5.95 Vested (6) $ 6.09 Forfeited (2) $ 5.96 Nonvested as of March 31, 2021 77 $ 6.05 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Expected Contractual Cash Commitments | The following table summarizes our expected contractual cash commitments as of March 31, 2021: 2021 2022 2023 2024 2025 Thereafter Total Debt obligations $ 1 $ 1,000 $ 1,216 $ 1,500 $ — $ 5,250 $ 8,967 Cash interest payments 202 390 342 329 259 788 2,310 Satellite and transmission 49 3 2 2 2 10 68 Programming and content 280 309 233 162 122 195 1,301 Sales and marketing 63 23 10 3 3 6 108 Satellite incentive payments 5 7 7 8 7 23 57 Operating lease obligations 53 69 60 47 45 133 407 Royalties, minimum guarantees and other 225 261 137 7 — — 630 Total (1) $ 878 $ 2,062 $ 2,007 $ 2,058 $ 438 $ 6,405 $ 13,848 (1) The table does not include our reserve for uncertain tax positions, which at March 31, 2021 totaled $26. |
Segments and Geographic Infor_2
Segments and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment revenue and gross profit were as follows during the period presented: For the Three Months Ended March 31, 2021 Sirius XM Pandora Total Revenue Subscriber revenue $ 1,481 $ 130 $ 1,611 Advertising revenue 42 312 354 Equipment revenue 57 — 57 Other revenue 36 — 36 Total revenue 1,616 442 2,058 Cost of services (a) (623) (305) (928) Segment gross profit $ 993 $ 137 $ 1,130 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 (b) (593) (246) (839) Segment gross profit $ 990 $ 123 $ 1,113 |
Reconciliation of Revenue from Segments to Consolidated | The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended March 31, 2021 Segment Gross Profit $ 1,130 Subscriber acquisition costs (86) Sales and marketing (a) (202) Engineering, design and development (a) (54) General and administrative (a) (106) Depreciation and amortization (132) Share-based payment expense (51) Impairment, restructuring and acquisition costs (245) Total other (expense) income (97) Consolidated income before income taxes $ 157 (a) Share-based payment expense of $11 related to cost of services, $15 related to sales and marketing, $10 related to engineering, design and development and $15 related to general and administrative has been excluded. For the Three Months Ended March 31, 2020 Segment Gross Profit $ 1,113 Subscriber acquisition costs (99) Sales and marketing (b) (208) Engineering, design and development (b) (60) General and administrative (b) (91) Depreciation and amortization (132) Share-based payment expense (55) Total other (expense) income (95) Consolidated income before income taxes $ 373 (b) 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 | Oct. 16, 2020USD ($) | Jun. 16, 2020USD ($) | Mar. 31, 2021USD ($)subscribersegmentsatellite_radio_system | Dec. 31, 2020USD ($) | Feb. 10, 2020USD ($) |
Related Party Transaction [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Number of satellite radio systems | satellite_radio_system | 2 | ||||
Simplecast | |||||
Related Party Transaction [Line Items] | |||||
Payments to acquire businesses, gross | $ 28 | ||||
Stitcher | |||||
Related Party Transaction [Line Items] | |||||
Payments to acquire businesses, gross | $ 266 | ||||
Consideration for acquisition | 302 | ||||
Contingent consideration, liability | 36 | ||||
Stitcher | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Contingent consideration, liability | $ 60 | ||||
Sirius XM Canada | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, equity interest percentage | 70.00% | ||||
Equity method investment, voting interest percentage | 33.00% | ||||
Equity method investments | $ 340 | $ 332 | |||
SoundCloud Holdings, LLC | |||||
Related Party Transaction [Line Items] | |||||
Equity method investments | $ 75 | ||||
Liberty Media | Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Related party ownership percentage | 77.00% | ||||
Liberty Media | Management | Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Related party ownership percentage | 77.00% | ||||
Sirius XM | |||||
Related Party Transaction [Line Items] | |||||
Number of subscribers | subscriber | 34.5 | ||||
Pandora | |||||
Related Party Transaction [Line Items] | |||||
Number of subscribers | subscriber | 6.5 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt | $ 9,246 | $ 9,011 |
Level 1 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt | 0 | 0 |
Level 2 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt | 9,246 | 9,011 |
Level 3 | ||
New Accounting Pronouncements or Change in Accounting Principle [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, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Accumulated other comprehensive income, net of tax | $ 20 | $ 15 | |
Foreign currency translation adjustment income (loss), net of tax | 5 | $ (25) | |
Foreign currency translation adjustment, tax expense (benefit) | $ 1 | $ (8) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Oct. 16, 2020 | Jun. 16, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,128 | $ 3,122 | |||
Acquisition related costs | $ 0 | $ 0 | |||
Stitcher | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, gross | $ 266 | ||||
Contingent consideration, liability | 36 | ||||
Consideration for acquisition | 302 | ||||
Goodwill | 224 | ||||
Amortizable intangible assets acquired | 38 | ||||
Stitcher | Maximum | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, liability | $ 60 | ||||
Simplecast | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, gross | $ 28 | ||||
Goodwill | 17 | ||||
Amortizable intangible assets acquired | 12 | ||||
Deferred tax liabilities acquired | 1 | ||||
Simplecast | Maximum | |||||
Business Acquisition [Line Items] | |||||
Other assets acquired | $ 1 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 16, 2020 |
Acquired Assets: | |||
Goodwill | $ 3,128 | $ 3,122 | |
Stitcher | |||
Acquired Assets: | |||
Receivables, net | $ 21 | ||
Prepaid expenses and other current assets | 16 | ||
Property and equipment | 8 | ||
Intangible assets | 38 | ||
Goodwill | 224 | ||
Operating lease right-of-use assets | 11 | ||
Total assets | 318 | ||
Assumed Liabilities: | |||
Accounts payable and accrued expenses | 4 | ||
Deferred revenue | 1 | ||
Operating lease current liabilities | 2 | ||
Operating lease liabilities | 9 | ||
Total liabilities | 16 | ||
Total consideration | $ 302 |
Restructuring Costs (Details)
Restructuring Costs (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Restructuring and Related Activities [Abstract] | |
Asset impairment charges | $ 18 |
Accrued restructuring expense | 6 |
Write-off of leasehold improvements | 1 |
Restructuring costs and asset impairment charges | $ 25 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Participating securities (in shares) | 0 | 0 |
Anti-dilutive common stock equivalents (in shares) | 97,000,000 | 40,000,000 |
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, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net Income available to common stockholders for basic net income per common share | $ 219 | $ 293 |
Effect of interest on assumed conversions of convertible notes, net of tax | 2 | 2 |
Net Income available to common stockholders for dilutive net income per common share | $ 221 | $ 295 |
Denominator: | ||
Weighted average common shares outstanding for basic net income per common share (in shares) | 4,137 | 4,405 |
Weighted average impact of assumed convertible notes (in shares) | 30 | 29 |
Weighted average impact of dilutive equity instruments (in shares) | 55 | 81 |
Weighted average shares for diluted net income per common share (in shares) | 4,222 | 4,515 |
Net income per common share: | ||
Basic (in USD per share) | $ 0.05 | $ 0.07 |
Diluted (in USD per share) | $ 0.05 | $ 0.07 |
Receivables, net (Details)
Receivables, net (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net | ||
Gross customer accounts receivable | $ 507 | $ 574 |
Allowance for doubtful accounts | (12) | (15) |
Customer accounts receivable, net | 495 | 559 |
Receivables from distributors | 73 | 73 |
Other receivables | 43 | 40 |
Total receivables, net | $ 611 | $ 672 |
Inventory, net (Details)
Inventory, net (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 11 | $ 13 |
Allowance for obsolescence | (3) | (3) |
Total inventory, net | $ 8 | $ 10 |
Goodwill (Details)
Goodwill (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($)reporting_unit | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Oct. 16, 2020USD ($) | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |||||
Number of reporting units | reporting_unit | 2 | ||||
Goodwill | $ 3,128,000,000 | $ 3,122,000,000 | |||
Goodwill, impairment loss | 0 | $ 0 | |||
Accumulated impairment of goodwill since the merger | 5,722,000,000 | ||||
Stitcher | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 224,000,000 | ||||
Goodwill, purchase accounting adjustments | 6,000,000 | ||||
Sirius XM | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 2,290,000,000 | 2,290,000,000 | |||
Accumulated impairment of goodwill since the merger | $ 4,766,000,000 | ||||
Pandora | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 838,000,000 | 832,000,000 | |||
Goodwill, impairment loss | $ 956,000,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Definite life intangible assets: | ||
Accumulated Amortization | $ (453) | $ (415) |
Total definite life intangible assets, net | 657 | |
Gross Carrying Value | ||
Total intangible assets | 3,755 | 3,755 |
Net Carrying Value | ||
Total intangible assets | 3,302 | 3,340 |
FCC licenses | ||
Indefinite life intangible assets: | ||
Net Carrying Value | 2,084 | 2,084 |
Trademarks | ||
Indefinite life intangible assets: | ||
Net Carrying Value | 250 | 250 |
Trademarks | Pandora And Stitcher Acquisition | ||
Indefinite life intangible assets: | ||
Net Carrying Value | $ 311 | 311 |
OEM relationships | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 15 years | |
Gross Carrying Value | $ 220 | 220 |
Accumulated Amortization | (109) | (105) |
Total definite life intangible assets, net | $ 111 | 115 |
Licensing agreements | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 12 years | |
Gross Carrying Value | $ 45 | 45 |
Accumulated Amortization | (45) | (45) |
Total definite life intangible assets, net | $ 0 | 0 |
Software and technology | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 7 years | |
Gross Carrying Value | $ 31 | 31 |
Accumulated Amortization | (17) | (16) |
Total definite life intangible assets, net | $ 14 | 15 |
Software and technology | Pandora And Stitcher Acquisition | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 5 years | |
Gross Carrying Value | $ 373 | 373 |
Accumulated Amortization | (164) | (145) |
Total definite life intangible assets, net | $ 209 | 228 |
Customer relationships | Pandora And Stitcher Acquisition | ||
Definite life intangible assets: | ||
Weighted average useful lives (years) | 8 years | |
Gross Carrying Value | $ 441 | 441 |
Accumulated Amortization | (118) | (104) |
Total definite life intangible assets, net | $ 323 | $ 337 |
Intangible Assets - Indefinite
Intangible Assets - Indefinite Life Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 38,000,000 | $ 38,000,000 |
Impairment of definite-lived intangible assets | $ 0 | $ 0 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense for Each of the Fiscal Years (Details) $ in Millions | Mar. 31, 2021USD ($) |
Expected amortization expense for each of the fiscal years | |
2021 (remaining) | $ 115 |
2022 | 154 |
2023 | 141 |
2024 | 75 |
2025 | 69 |
Thereafter | 103 |
Total definite life intangible assets, net | $ 657 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,938 | $ 4,074 |
Accumulated depreciation and amortization | (2,535) | (2,445) |
Property and equipment, net | 1,403 | 1,629 |
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 | 105 | 105 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 108 | 111 |
Broadcast studio equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 105 | 100 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,404 | 1,372 |
Satellite telemetry, tracking and control facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 98 | 96 |
Furniture, fixtures, equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 92 | 92 |
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 | $ 338 | $ 510 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Construction in Progress (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 338 | $ 510 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 213 | 429 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 10 | 8 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 90 | 52 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 25 | $ 21 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)satellite | Mar. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense on property and equipment | $ 94 | $ 94 |
Disposal of property and equipment | 5 | 29 |
Capitalized interest costs | 3 | 5 |
Capitalized stock-based compensation costs | $ 4 | $ 4 |
Number of owned satellites | satellite | 5 | |
Asset impairment charges | $ 18 | |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Asset impairment charges | 220 | |
Aggregate coverage under those insurance policies | $ 225 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | |
Asset impairment charges | $ 18 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease obligations, term (years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease obligations, term (years) | 17 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, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 21 | $ 20 |
Finance lease cost | 0 | 0 |
Sublease income | (1) | 0 |
Total lease cost | $ 20 | $ 20 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ / shares in Units, shares in Millions, $ in Millions, $ in Millions | 3 Months Ended | ||||||
Mar. 31, 2021USD ($)executivedirector$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2021$ / shares | Dec. 31, 2020USD ($) | Feb. 29, 2020USD ($)board_memberordinary_membership_unit | Feb. 10, 2020USD ($) | May 25, 2017CAD ($) | |
Related Party Transaction [Line Items] | |||||||
Preferred stock liquidation preference per share (in CAD per share) | $ / shares | $ 0.001 | ||||||
Income (loss) from equity method investments | $ (1) | $ (2) | |||||
Deferred compensation contributions | 3 | 6 | |||||
SoundCloud Holdings, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members | board_member | 9 | ||||||
Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred compensation contributions | 1 | 1 | |||||
SoundCloud Holdings, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue share expense | 13 | 12 | |||||
Related party liabilities | $ 20 | ||||||
SoundCloud Holdings, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investments | $ 75 | ||||||
Management | Executives | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related party members on board of directors | executive | 1 | ||||||
Management | Senior Advisor | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related party members on board of directors | executive | 1 | ||||||
Management | Director | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related party members on board of directors | director | 1 | ||||||
Equity Method Investee | |||||||
Related Party Transaction [Line Items] | |||||||
Notes receivable, related parties | $ 131 | ||||||
Equity Method Investee | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from related party debt | $ 2 | 3 | |||||
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 (in shares) | shares | 591 | ||||||
Preferred stock liquidation preference per share (in CAD per share) | $ / shares | $ 1 | ||||||
Notes receivable, related parties | $ 122 | $ 123 | |||||
Equity method investments | 340 | $ 332 | |||||
Equity method investment, dividends, including reduction of investment | 1 | 1 | |||||
Revenue from related parties | $ 25 | $ 25 | |||||
Equity Method Investee | SoundCloud Holdings, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members appointed | board_member | 2 | ||||||
Equity Method Investee | SoundCloud Holdings, LLC | Series G Membership Units | |||||||
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 | ||||||
Common Stock | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Related party ownership percentage | 77.00% | ||||||
Common Stock | Management | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Related party ownership percentage | 77.00% |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Feb. 01, 2019 | |
Debt | |||
Finance leases | $ 1,000,000 | $ 1,000,000 | |
Total Debt | 8,888,000,000 | 8,509,000,000 | |
Less: total current maturities | 1,000,000 | 1,000,000 | |
Less: total deferred financing costs | 9,000,000 | 9,000,000 | |
Total long-term debt | 8,878,000,000 | 8,499,000,000 | |
Pandora | |||
Debt | |||
Letters of credit outstanding | 1,000,000 | ||
Senior Secured Revolving Credit Facility | |||
Debt | |||
Principal amount | 1,023,000,000 | ||
Carrying value | $ 1,023,000,000 | 649,000,000 | |
Credit facility, unused capacity, commitment fee percentage | 0.25% | ||
1.75% Senior Notes Due 2023 | |||
Debt | |||
Stated interest rate (as a percent) | 1.75% | ||
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 | $ 998,000,000 | 997,000,000 | |
Senior Notes | 1.75% Senior Notes Due 2023 | |||
Debt | |||
Stated interest rate (as a percent) | 1.75% | ||
Principal amount | $ 193,000,000 | ||
Carrying value | $ 172,000,000 | 170,000,000 | |
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 | $ 1,489,000,000 | 1,488,000,000 | |
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 | $ 993,000,000 | 993,000,000 | |
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 | $ 1,490,000,000 | 1,490,000,000 | |
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 | $ 1,238,000,000 | 1,237,000,000 | |
Senior Notes | 4.125% Senior Notes Due 2030 | |||
Debt | |||
Stated interest rate (as a percent) | 4.125% | ||
Principal amount | $ 1,500,000,000 | ||
Carrying value | $ 1,484,000,000 | $ 1,484,000,000 | |
Senior Notes | 1.75% Senior Notes Due 2020 | Pandora | |||
Debt | |||
Stated interest rate (as a percent) | 1.75% | ||
Short-term debt | $ 193,000,000 | ||
Line of Credit | Senior Secured Revolving Credit Facility | |||
Debt | |||
Line of credit facility | $ 1,750,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
1.75% Senior Notes Due 2023 | |
Debt Instrument [Line Items] | |
Stated interest rate (as a percent) | 1.75% |
Senior Notes | 1.75% Senior Notes Due 2023 | |
Debt Instrument [Line Items] | |
Stated interest rate (as a percent) | 1.75% |
Senior Notes | 1.75% Senior Notes Due 2023 | Pandora | |
Debt Instrument [Line Items] | |
Shares issued (shares per thousand dollars) | 0.1519533 |
Senior Secured Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 5 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Common stock, par value ( in USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock issued (in shares) | 4,107,000,000 | 4,176,000,000 |
Common stock outstanding (in shares) | 4,105,000,000 | 4,173,000,000 |
Common stock reserved for issuance (in shares) | 274,000,000 |
Stockholders' Equity - Quarterl
Stockholders' Equity - Quarterly Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Equity [Abstract] | |||
Dividend Per Share (in USD per share) | $ 0.014641 | $ 0.01331 | |
Total Amount | $ 61 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchase Program (Details) shares in Millions | Mar. 31, 2021USD ($)shares |
Class of Stock [Line Items] | |
Number of shares repurchased (in shares) | shares | 3,399 |
Aggregate cost for shares repurchased | $ 14,924,000,000 |
Remaining amount authorized under the stock repurchase program | 1,076,000,000 |
Common Stock | |
Class of Stock [Line Items] | |
Stock repurchase program, aggregate authorized amount | $ 16,000,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Shares Repurchase Activity [Line Items] | |||
Amount | $ 516 | $ 243 | |
Treasury stock | $ 13 | $ 19 | |
Open Market Repurchases | |||
Shares Repurchase Activity [Line Items] | |||
Shares (in shares) | 85 | 41 | |
Amount | $ 516 | $ 243 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | |
Undesignated preferred stock authorized (in shares) | 50,000,000 | |
Preferred stock liquidation preference per share (in USD 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, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment expense | $ 51 | $ 55 | |
Share-based payment expense | $ 51 | 55 | |
Employees and Non Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value of options ( in USD per share) | $ 1.78 | ||
Options exercised in period, intrinsic value | $ 85 | 32 | |
Exercise of stock options and vesting of restricted stock units (in shares) | 13,000,000 | ||
Share-based payment expense | $ 11 | 11 | |
Restricted Stock Units (RSUs) and Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment expense | 40 | 44 | |
Restricted stock units vested, intrinsic value | $ 39 | $ 58 | |
Granted (in shares) | 10,000,000 | ||
Restricted Stock Units (RSUs) and Performance Shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units granted (in shares) | 1,000,000 | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 4,000,000 | ||
Performance-based Share Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 6,000,000 | ||
Restricted Stock Units Rsu And Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 467 | $ 385 | |
Weighted-average service period (in years) | 2 years 3 months 18 days |
Benefit Plans - 2015 Long-Term
Benefit Plans - 2015 Long-Term Stock Incentive Plan (Details) - 2015 Long-Term Stock Incentive Plan shares in Millions | 3 Months Ended |
Mar. 31, 2021shares | |
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) | 126 |
Employees and Non Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option expiration period | 10 years |
Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage | 25.00% |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage | 25.00% |
Performance-based Share Awards | Share-based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 2 years |
Award vesting percentage | 25.00% |
Performance-based Share Awards | Share-based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Award vesting percentage | 25.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
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, 2021plan | |
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, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Risk-free interest rate | 0.60% | 1.40% |
Expected life of options — years | 6 years 1 month 6 days | 3 years 9 months 25 days |
Expected stock price volatility | 33.00% | 25.00% |
Expected dividend yield | 1.00% | 0.70% |
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, 2021USD ($)$ / sharesshares | |
Options | |
Outstanding as of beginning of period (in shares) | shares | 184 |
Granted (in shares) | shares | 53 |
Exercised (in shares) | shares | (38) |
Forfeited, cancelled or expired (in shares) | shares | (1) |
Outstanding as of end of period (in shares) | shares | 198 |
Exercisable (in shares) | shares | 117 |
Weighted- Average Exercise Price Per Share | |
Outstanding as of beginning of period ( in USD per share) | $ / shares | $ 4.73 |
Granted ( in USD per share) | $ / shares | 6.14 |
Exercised ( in USD per share) | $ / shares | 3.98 |
Forfeited, cancelled or expired ( in USD per share) | $ / shares | 6.44 |
Outstanding as of end of period ( in USD per share) | $ / shares | 5.26 |
Exercisable ( in USD per share) | $ / shares | $ 4.57 |
Weighted- Average Remaining Contractual Term (Years) | |
Outstanding | 5 years 11 months 4 days |
Exercisable | 4 years 7 months 28 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 194 |
Exercisable | $ | $ 189 |
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, 2021$ / sharesshares | |
Shares | |
Nonvested as of beginning of period (in shares) | shares | 75 |
Granted (in shares) | shares | 10 |
Vested (in shares) | shares | (6) |
Forfeited (in shares) | shares | (2) |
Nonvested as of end of period (in shares) | shares | 77 |
Grant Date Fair Value Per Share | |
Nonvested as of beginning of period ( in USD per share) | $ / shares | $ 6.06 |
Granted ( in USD per share) | $ / shares | 5.95 |
Vested ( in USD per share) | $ / shares | 6.09 |
Forfeited ( in USD per share) | $ / shares | 5.96 |
Nonvested as of end of period ( in USD per share) | $ / shares | $ 6.05 |
Benefit Plans - 401(k) Savings
Benefit Plans - 401(k) Savings Plan (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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 | |
Sirius XM And Pandora Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Recognized cost | $ 5 | $ 5 |
Benefit Plans - Sirius XM Holdi
Benefit Plans - Sirius XM Holdings Inc. Deferred Compensation Plan (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Deferred compensation contributions | $ 3 | $ 6 | |
Fair value of investment assets related to deferred compensation plan | 50 | $ 46 | |
Gains (losses) on investments | $ 1 | $ (5) |
Commitments and Contingencies -
Commitments and Contingencies - Expected Contractual Cash Commitments (Details) $ in Millions | Mar. 31, 2021USD ($) |
Expected contractual cash commitments | |
2021 | $ 878 |
2022 | 2,062 |
2023 | 2,007 |
2024 | 2,058 |
2025 | 438 |
Thereafter | 6,405 |
Total | 13,848 |
Uncertain tax positions are recognized in other long-term liabilities | 26 |
Debt obligations | |
Expected contractual cash commitments | |
2021 | 1 |
2022 | 1,000 |
2023 | 1,216 |
2024 | 1,500 |
2025 | 0 |
Thereafter | 5,250 |
Total | 8,967 |
Cash interest payments | |
Expected contractual cash commitments | |
2021 | 202 |
2022 | 390 |
2023 | 342 |
2024 | 329 |
2025 | 259 |
Thereafter | 788 |
Total | 2,310 |
Satellite and transmission | |
Expected contractual cash commitments | |
2021 | 49 |
2022 | 3 |
2023 | 2 |
2024 | 2 |
2025 | 2 |
Thereafter | 10 |
Total | 68 |
Programming and content | |
Expected contractual cash commitments | |
2021 | 280 |
2022 | 309 |
2023 | 233 |
2024 | 162 |
2025 | 122 |
Thereafter | 195 |
Total | 1,301 |
Sales and marketing | |
Expected contractual cash commitments | |
2021 | 63 |
2022 | 23 |
2023 | 10 |
2024 | 3 |
2025 | 3 |
Thereafter | 6 |
Total | 108 |
Satellite incentive payments | |
Expected contractual cash commitments | |
2021 | 5 |
2022 | 7 |
2023 | 7 |
2024 | 8 |
2025 | 7 |
Thereafter | 23 |
Total | 57 |
Operating lease obligations | |
Expected contractual cash commitments | |
2021 | 53 |
2022 | 69 |
2023 | 60 |
2024 | 47 |
2025 | 45 |
Thereafter | 133 |
Total | 407 |
Royalties, minimum guarantees and other | |
Expected contractual cash commitments | |
2021 | 225 |
2022 | 261 |
2023 | 137 |
2024 | 7 |
2025 | 0 |
Thereafter | 0 |
Total | $ 630 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)satellite | |
Loss Contingencies [Line Items] | |
Number of replacement satellites | satellite | 1 |
Copyright Royalty Board Proceeding to Determine the Rate for Statutory Webcasting | |
Loss Contingencies [Line Items] | |
Webcaster fee, non-subscription (USD per transmission) | $ 0.0011 |
Webcaster fee, subscription (USD per transmission) | 0.0016 |
Webcaster fee, non-subscription, proposed rate (USD per transmission) | 0.0028 |
Webcaster fee, subscription, proposed rate (USD per transmission) | 0.0031 |
Surety Bond | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | 45,000,000 |
Royalty Arrangement | |
Loss Contingencies [Line Items] | |
Prepayments made of minimum guarantee payments | 5,000,000 |
Future minimum guarantee payments | 168,000,000 |
Other commitment, to be paid, year one | $ 64,000,000 |
Minimum | |
Loss Contingencies [Line Items] | |
Operating lease obligations, term (years) | 1 year |
Maximum | |
Loss Contingencies [Line Items] | |
Operating lease obligations, term (years) | 15 years |
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 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||||
Income tax (expense) benefit | $ 62 | $ (80) | ||
Effective income tax rate percent | (39.50%) | 21.40% | ||
Audit settlement | $ 95 | |||
Valuation allowance | $ 76 | $ 54 | ||
Liberty Media | Common Stock | ||||
Income Tax Contingency [Line Items] | ||||
Related party ownership percentage | 77.00% | |||
Forecast | ||||
Income Tax Contingency [Line Items] | ||||
Effective income tax rate percent | 16.00% | |||
Forecast | Liberty Media | Common Stock | ||||
Income Tax Contingency [Line Items] | ||||
Related party ownership percentage | 80.00% |
Segments and Geographic Infor_3
Segments and Geographic Information - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Revenue | $ 2,058 | $ 1,952 |
Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 354 | 285 |
Advertising revenue | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 1 | $ 1 |
Segments and Geographic Infor_4
Segments and Geographic Information - Revenue and Profit by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 2,058 | $ 1,952 |
Cost Of Service | (928) | (839) |
Segment gross profit | 1,130 | 1,113 |
Subscriber revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,611 | 1,585 |
Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 354 | 285 |
Equipment revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 57 | 41 |
Other revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 36 | 41 |
Sirius XM | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,616 | 1,583 |
Cost Of Service | (623) | (593) |
Segment gross profit | 993 | 990 |
Sirius XM | Operating Segments | Subscriber revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,481 | 1,457 |
Sirius XM | Operating Segments | Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 42 | 44 |
Sirius XM | Operating Segments | Equipment revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 57 | 41 |
Sirius XM | Operating Segments | Other revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 36 | 41 |
Pandora | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 442 | 369 |
Cost Of Service | (305) | (246) |
Segment gross profit | 137 | 123 |
Pandora | Operating Segments | Subscriber revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 130 | 128 |
Pandora | Operating Segments | Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 312 | 241 |
Pandora | Operating Segments | Equipment revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Pandora | Operating Segments | Other revenue | ||
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, 2021 | Mar. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment gross profit | $ 1,130 | $ 1,113 |
Subscriber acquisition costs | (86) | (99) |
Sales and marketing | (217) | (225) |
Engineering, design and development | (64) | (71) |
General and administrative | (121) | (107) |
Depreciation and amortization | (132) | (132) |
Share-based payment expense | (51) | (55) |
Impairment, restructuring and acquisition costs | (245) | 0 |
Income before income taxes | 157 | 373 |
Segment Reconciling Items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Subscriber acquisition costs | (86) | (99) |
Sales and marketing | (202) | (208) |
Engineering, design and development | (54) | (60) |
General and administrative | (106) | (91) |
Depreciation and amortization | (132) | (132) |
Share-based payment expense | (51) | (55) |
Impairment, restructuring and acquisition costs | (245) | |
Total other (expense) income | (97) | (95) |
Cost of Sales | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (11) | (11) |
Sales and Marketing | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (15) | (17) |
Research and Development Expense | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (10) | (11) |
General and Administrative Expense | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | $ (15) | $ (16) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Apr. 20, 2021 | Apr. 26, 2021 |
Subsequent Event [Line Items] | ||
Dividends declared per common share (in USD per share) | $ 0.014641 | |
Common Stock | ||
Subsequent Event [Line Items] | ||
Stock repurchased during period (in shares) | 15 | |
Stock repurchased during period | $ 94 |