Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 25, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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, $0.001 par value | |
Trading Symbol | SIRI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,868,399,027 | |
Entity Central Index Key | 0000908937 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 2,144 | $ 2,186 |
Cost of services: | ||
Subscriber acquisition costs | 90 | 90 |
Sales and marketing | 224 | 272 |
Engineering, design and development | 79 | 67 |
General and administrative | 147 | 123 |
Depreciation and amortization | 136 | 135 |
Impairment, restructuring and acquisition costs | 32 | 0 |
Total operating expenses | 1,732 | 1,676 |
Income from operations | 412 | 510 |
Other (expense) income: | ||
Interest expense | (107) | (103) |
Other income | 3 | 2 |
Total other expense | (104) | (101) |
Income before income taxes | 308 | 409 |
Income tax expense | (75) | (100) |
Net income | 233 | 309 |
Foreign currency translation adjustment, net of tax | 0 | 8 |
Total comprehensive income | $ 233 | $ 317 |
Net income per common share: | ||
Basic (in USD per share) | $ 0.06 | $ 0.08 |
Diluted (in USD per share) | $ 0.06 | $ 0.08 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 3,889 | 3,948 |
Diluted (in shares) | 3,939 | 4,024 |
Subscriber revenue | ||
Revenue: | ||
Total revenue | $ 1,691 | $ 1,713 |
Advertising revenue | ||
Revenue: | ||
Total revenue | 375 | 383 |
Equipment revenue | ||
Revenue: | ||
Total revenue | 46 | 53 |
Cost of services: | ||
Cost of services | 3 | 3 |
Other revenue | ||
Revenue: | ||
Total revenue | 32 | 37 |
Revenue share and royalties | ||
Cost of services: | ||
Cost of services | 700 | 670 |
Programming and content | ||
Cost of services: | ||
Cost of services | 150 | 140 |
Customer service and billing | ||
Cost of services: | ||
Cost of services | 122 | 125 |
Transmission | ||
Cost of services: | ||
Cost of services | $ 49 | $ 51 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 53 | $ 57 |
Receivables, net | 587 | 655 |
Related party current assets | 18 | 42 |
Prepaid expenses and other current assets | 322 | 284 |
Total current assets | 980 | 1,038 |
Property and equipment, net | 1,586 | 1,499 |
Intangible assets, net | 3,013 | 3,050 |
Goodwill | 3,249 | 3,249 |
Related party long-term assets | 491 | 488 |
Deferred tax assets | 147 | 147 |
Operating lease right-of-use assets | 297 | 315 |
Other long-term assets | 260 | 236 |
Total assets | 10,023 | 10,022 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,170 | 1,248 |
Accrued interest | 72 | 165 |
Current portion of deferred revenue | 1,307 | 1,322 |
Current maturities of debt | 122 | 196 |
Operating lease current liabilities | 48 | 50 |
Related party current liabilities | 77 | 0 |
Total current liabilities | 2,796 | 2,981 |
Long-term deferred revenue | 79 | 81 |
Long-term debt | 9,391 | 9,256 |
Deferred tax liabilities | 511 | 565 |
Operating lease liabilities | 310 | 320 |
Other long-term liabilities | 195 | 170 |
Total liabilities | 13,282 | 13,373 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity (deficit): | ||
Common stock, par value $0.001 per share; 9,000 shares authorized; 3,879 and 3,891 shares issued; 3,878 and 3,891 shares outstanding at March 31, 2023 and December 31, 2022, respectively | 4 | 4 |
Accumulated other comprehensive (loss) income, net of tax | (4) | (4) |
Treasury stock, at cost; 1 and 0 shares of common stock at March 31, 2023 and December 31, 2022, respectively | (5) | 0 |
Accumulated deficit | (3,254) | (3,351) |
Total stockholders’ equity (deficit) | (3,259) | (3,351) |
Total liabilities and stockholders’ equity (deficit) | $ 10,023 | $ 10,022 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 3,879,000,000 | 3,891,000,000 |
Common stock outstanding (in shares) | 3,878,000,000 | 3,891,000,000 |
Treasury stock (in shares) | 1,000,000 | 0 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Millions, $ in Millions | Total | Cumulative Effect, Adjustment | Common Stock | Accumulated Other Comprehensive Income (Loss) | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Adjustment |
Beginning balance (in shares) at Dec. 31, 2021 | 3,968 | |||||||
Beginning balance at Dec. 31, 2021 | $ (2,625) | $ (14) | $ 4 | $ 15 | $ 0 | $ (8) | $ (2,636) | $ (14) |
Beginning balance (in shares) at Dec. 31, 2021 | 1 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income, net of tax | 317 | 8 | 309 | |||||
Share-based payment expense | 50 | 50 | ||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 5 | |||||||
Withholding taxes on net share settlement of stock-based compensation | (29) | (29) | ||||||
Capital contribution related to Tax Sharing Agreement with Liberty Media | (13) | (13) | ||||||
Cash dividends paid on common stock | (1,073) | (21) | (1,052) | |||||
Common stock repurchased (in shares) | 32 | |||||||
Common stock repurchased | (200) | $ (200) | ||||||
Common stock retired (in shares) | (33) | (33) | ||||||
Common stock retired | 0 | $ 206 | (206) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 3,940 | |||||||
Ending balance at Mar. 31, 2022 | $ (3,587) | $ 4 | 23 | 0 | $ (2) | (3,612) | ||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 3,891 | 3,891 | ||||||
Beginning balance at Dec. 31, 2022 | $ (3,351) | $ 4 | (4) | 0 | $ 0 | (3,351) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income, net of tax | $ 233 | 233 | ||||||
Share-based payment expense | 48 | 48 | ||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 4 | |||||||
Withholding taxes on net share settlement of stock-based compensation | (14) | (14) | ||||||
Capital contribution related to Tax Sharing Agreement with Liberty Media | (14) | (14) | ||||||
Cash dividends paid on common stock | (94) | (34) | (60) | |||||
Common stock repurchased (in shares) | 17 | |||||||
Common stock repurchased | (67) | $ (67) | ||||||
Common stock retired (in shares) | (16) | (16) | ||||||
Common stock retired | $ 0 | $ 62 | (62) | |||||
Ending balance (in shares) at Mar. 31, 2023 | 3,878 | 3,879 | ||||||
Ending balance at Mar. 31, 2023 | $ (3,259) | $ 4 | $ (4) | $ 0 | $ (5) | $ (3,254) | ||
Ending balance (in shares) at Mar. 31, 2023 | 1 | 1 |
CONSOLIDATED STATEMENT OF STO_2
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Accounting standards update [extensible enumeration] | Accounting Standards Update 2020-06 [Member] | ||
Dividend per share (in USD per share) | $ 0.0242 | $ 0.2719615 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Cash flows from operating activities: | |||
Net income | $ 233 | $ 309 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 136 | 135 | |
Non-cash impairment and restructuring costs | 8 | 0 | |
Non-cash interest expense, net of amortization of premium | 3 | 5 | |
Provision for doubtful accounts | 14 | 15 | |
Gain on unconsolidated entity investments, net | 0 | (3) | |
(Gain) loss on other investments | (2) | 3 | |
Share-based payment expense | 45 | 45 | |
Deferred income tax (benefit) expense | (52) | 29 | |
Amortization of right-of-use assets | 10 | 12 | |
Changes in operating assets and liabilities: | |||
Receivables | 53 | 57 | |
Related party, net | 88 | 60 | |
Prepaid expenses and other current assets | (38) | (71) | |
Other long-term assets | 6 | 1 | |
Accounts payable and accrued expenses | (57) | (116) | |
Accrued interest | (93) | (102) | |
Deferred revenue | (17) | (9) | |
Operating lease liabilities | (10) | (15) | |
Other long-term liabilities | 23 | 0 | |
Net cash provided by operating activities | 350 | 355 | |
Cash flows from investing activities: | |||
Additions to property and equipment | (205) | (97) | |
Purchases of other investments | (1) | 0 | |
Acquisition of business, net of cash acquired | 0 | (44) | |
Investments in related parties and other equity investees | (29) | (1) | |
Net cash used in investing activities | (235) | (142) | |
Cash flows from financing activities: | |||
Taxes paid from net share settlements for stock-based compensation | (14) | (29) | |
Revolving credit facility, net | 130 | 981 | |
Principal payments of long-term borrowings | (77) | (1) | |
Payment of contingent consideration for business acquisition | (2) | 0 | |
Common stock repurchased and retired | (62) | (206) | |
Dividends paid | (94) | (1,073) | |
Net cash used in financing activities | (119) | (328) | |
Net decrease in cash, cash equivalents and restricted cash | (4) | (115) | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 65 | 199 |
Cash, cash equivalents and restricted cash at end of period | [1] | 61 | 84 |
Cash paid during the period for: | |||
Interest, net of amounts capitalized | 195 | 199 | |
Income taxes paid | 0 | 5 | |
Non-cash investing and financing activities: | |||
Capital lease obligations incurred to acquire assets | 4 | 0 | |
Accumulated other comprehensive income, net of tax | 0 | 8 | |
Capital contribution pursuant to Tax Sharing Agreement | $ 14 | $ 13 | |
[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, 2023 December 31, 2022 March 31, 2022 December 31, 2021 Cash and cash equivalents $ 53 $ 57 $ 76 $ 191 Restricted cash included in Other long-term assets 8 8 8 8 Total cash, cash equivalents and restricted cash at end of period $ 61 $ 65 $ 84 $ 199 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||||
Cash and cash equivalents | $ 53 | $ 57 | $ 76 | $ 191 | |
Restricted cash included in Other long-term assets | 8 | 8 | 8 | 8 | |
Total cash, cash equivalents and restricted cash at end of period | [1] | $ 61 | $ 65 | $ 84 | $ 199 |
[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, 2023 December 31, 2022 March 31, 2022 December 31, 2021 Cash and cash equivalents $ 53 $ 57 $ 76 $ 191 Restricted cash included in Other long-term assets 8 8 8 8 Total cash, cash equivalents and restricted cash at end of period $ 61 $ 65 $ 84 $ 199 |
Business & Basis of Presentatio
Business & Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 - one of which we refer to as “SiriusXM” and the second of which we refer to as “Pandora and Off-platform”. 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 packages 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 in-car 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, which is sold under the SXM Media brand, direct sales of our satellite radios and accessories, and other ancillary services. As of March 31, 2023, our Sirius XM business had approximately 34.0 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 and fuel prices, a traffic information service, and real-time weather services in boats and airplanes. 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 and Off-platform Our Pandora and Off-platform business operates a music and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through computers, tablets, mobile devices, vehicle 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, 2023, Pandora had approximately 6.2 million subscribers. The majority of revenue from Pandora is generated from advertising on our Pandora ad-supported radio service which is sold under the SXM Media brand. We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers. We also sell advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services. We have an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We also have arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., we provide 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. Liberty Media As of March 31, 2023, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 83% 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. Refer to Note 11 for more information regarding related parties. 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, 2023 and for the three months ended March 31, 2023 and 2022 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, 2022, which was filed with the SEC on February 2, 2023. Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 17 for information related to our segments. We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q for the three months ended March 31, 2023 and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements refer to Note 18. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022, 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, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Total Fair Value Liabilities: Debt (a) — $ 8,204 — $ 8,204 — $ 8,362 — $ 8,362 (a) The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm. Refer to Note 12 for information related to the carrying value of our debt as of March 31, 2023 and December 31, 2022. Accumulated Other Comprehensive Income (Loss) |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On January 12, 2022, we completed an acquisition for total cash consideration of $44. We recognized goodwill of $29, other definite-lived intangible assets of $19 and liabilities of $4. There were no acquisition related costs recognized for the three months ended March 31, 2023 and March 31, 2022. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs During the three months ended March 31, 2023, we initiated measures to pursue greater efficiency and to realign our business and focus on strategic priorities. As part of these measures, we reduced the size of our workforce by approximately 475 roles, or 8%. We recorded a charge of $23 primarily related to severance and other employee costs. In addition, we vacated one of our leased locations. We assessed the recoverability of the carrying value of the operating lease right of use asset related to this location and determined that the carrying value of the asset was not recoverable. As a result, we recorded an impairment of $5 to reduce its carrying value to its estimated fair value. Additionally, we accrued expenses of $2 for which we will not recognize any future economic benefits, and we wrote off fixed assets of less than $1 in connection with furniture and equipment located at the impaired office space. The total restructuring and related impairment charge of $30 was recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income for the three months ended March 31, 2023. No restructuring costs were recognized during the three months ended March 31, 2022. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per ShareBasic 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, 2023 and 2022. Common stock equivalents of 162 and 84 for the three months ended March 31, 2023 and 2022, 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, 2023 2022 Numerator: Net Income available to common stockholders for basic net income per common share $ 233 $ 309 Effect of interest on assumed conversions of convertible notes, net of tax 1 2 Net Income available to common stockholders for dilutive net income per common share $ 234 $ 311 Denominator: Weighted average common shares outstanding for basic net income per common share 3,889 3,948 Weighted average impact of assumed convertible notes 32 31 Weighted average impact of dilutive equity instruments 18 45 Weighted average shares for diluted net income per common share 3,939 4,024 Net income per common share: Basic $ 0.06 $ 0.08 Diluted $ 0.06 $ 0.08 |
Receivables, net
Receivables, net | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Gross customer accounts receivable $ 512 $ 585 Allowance for doubtful accounts (10) (11) Customer accounts receivable, net $ 502 $ 574 Receivables from distributors 59 53 Other receivables 26 28 Total receivables, net $ 587 $ 655 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
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. Our Sirius XM reporting unit, which has an allocated goodwill balance of $2,290, had a negative carrying amount as of March 31, 2023. As of March 31, 2023, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three months ended March 31, 2023 and 2022. As of March 31, 2023, 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 and Off-platform reporting unit. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets include the following: March 31, 2023 December 31, 2022 Weighted Gross Accumulated Amortization Net Gross Accumulated Amortization Net 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 (138) 82 220 (135) 85 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (22) 9 31 (21) 10 Due to Acquisitions recorded to Pandora Indefinite life intangible assets: Trademarks Indefinite 312 — 312 312 — 312 Definite life intangible assets: Customer relationships 8 years 442 (239) 203 442 (225) 217 Software and technology 5 years 391 (318) 73 391 (299) 92 Total intangible assets $ 3,775 $ (762) $ 3,013 $ 3,775 $ (725) $ 3,050 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, 2023, 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, 2023 and 2022. Definite Life Intangible Assets Amortization expense for all definite life intangible assets was $37 and $39 for the three months ended March 31, 2023 and 2022, respectively. There were no retirements of definite lived intangible assets during the three months ended March 31, 2023 and 2022. The expected amortization expense for each of the fiscal years 2023 through 2027 and for periods thereafter is as follows: Years ending December 31, Amount 2023 (remaining) $ 107 2024 77 2025 72 2026 71 2027 25 Thereafter 15 Total definite life intangible assets, net $ 367 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net, consists of the following: March 31, 2023 December 31, 2022 Satellite system $ 1,598 $ 1,841 Terrestrial repeater network 118 118 Leasehold improvements 102 100 Broadcast studio equipment 135 133 Capitalized software and hardware 1,831 1,821 Satellite telemetry, tracking and control facilities 79 76 Furniture, fixtures, equipment and other 87 89 Land 32 32 Building 71 70 Construction in progress 477 313 Total property and equipment 4,530 4,593 Accumulated depreciation (2,944) (3,094) Property and equipment, net $ 1,586 $ 1,499 Construction in progress consists of the following: March 31, 2023 December 31, 2022 Satellite system $ 314 $ 212 Terrestrial repeater network 11 10 Capitalized software and hardware 114 56 Other 38 35 Construction in progress $ 477 $ 313 Depreciation and amortization expense on property and equipment was $99 and $96 for the three months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023, we recorded impairment charges of less than $1 related to furniture and equipment in connection with impaired office space leases and $2 related to terminated software projects. Additionally, we retired fully depreciated property and equipment of $249 primarily related to the retirement of our XM-4 satellite and $22 with a net book value of $1 during the three months ended March 31, 2023 and 2022, 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 $1 for the three months ended March 31, 2023 and 2022, respectively, which related to the construction of our SXM-9, SXM-10, SXM-11 and SXM-12 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $5 for each of the three months ended March 31, 2023 and 2022. Satellites As of March 31, 2023, 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, 2023: Satellite Description Year Delivered Estimated End of FCC License Expiration Year SIRIUS FM-5 2009 2024 2025 SIRIUS FM-6 2013 2028 2030 XM-3 2005 2020 2026 XM-5 2010 2025 2026 SXM-8 2021 2036 2029 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
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 15 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, 2023 2022 Operating lease cost $ 21 $ 13 Sublease income (1) (1) Total lease cost $ 20 $ 12 During the three months ended March 31, 2023, we ceased using one of our leased locations and recorded an impairment charge of $5 to write down the carrying value of the right-of-use asset for this location to its estimated fair value. Refer to Note 4 for additional information. |
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 15 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, 2023 2022 Operating lease cost $ 21 $ 13 Sublease income (1) (1) Total lease cost $ 20 $ 12 During the three months ended March 31, 2023, we ceased using one of our leased locations and recorded an impairment charge of $5 to write down the carrying value of the right-of-use asset for this location to its estimated fair value. Refer to Note 4 for additional information. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023, Liberty Media beneficially owned, directly and indirectly, approximately 83% of the outstanding shares of our common stock. Liberty Media has three of its executives 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. 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. The tax sharing agreement was negotiated and approved by a special committee of Holdings’ board of directors, all of whom are independent of Liberty Media. Refer to Note 16 for more information regarding the tax sharing agreement. 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 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. On March 15, 2022, Sirius XM and Sirius XM Canada entered into an amended and restated services and distribution agreement. The amended and restated services and distribution agreement modified the existing Services Agreement and terminated the existing Advisory Agreement, each dated as of May 25, 2017, between Sirius XM and Sirius XM Canada. Pursuant to the amended and restated services and distribution agreement, the fee payable by Sirius XM Canada to Sirius XM was modified from a fixed percentage of revenue to a variable fee, based on a target operating profit for Sirius XM Canada. Such variable fee is expected to be evaluated annually based on comparable companies. In accordance with the amended and restated services and distribution agreement, the fee is payable on a monthly basis, in arrears, beginning January 1, 2022. In May 2017, Sirius XM extended a loan to Sirius XM Canada in the principal amount of $131. Prior to the March 2022 amendment, cumulative note repayments by Sirius XM Canada were $10. In connection with the execution of the amended and restated services and distribution agreement, Sirius XM forgave $113 in principal amount of such loan to Sirius XM Canada, leaving an outstanding principal amount of $8 on such loan. The principal amount that was forgiven by Sirius XM was considered satisfied and as contributed capital from Sirius XM. Our related party long-term assets as of March 31, 2023 and December 31, 2022 included the carrying value of our investment balance in Sirius XM Canada of $416 and $412, respectively, and, as of each of March 31, 2023 and December 31, 2022, also included $8, 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 for each of the three months ended March 31, 2023 and 2022. 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 $26 and $27 during the three months ended March 31, 2023 and 2022, respectively. SoundCloud We have an investment in SoundCloud which is accounted for as an equity method investment and recorded in Related party long-term assets in our unaudited consolidated balance sheets. Sirius XM has appointed two individuals to serve on SoundCloud's ten-member board of managers. Sirius XM's share of SoundCloud's net loss was $1 for each of the three months ended March 31, 2023 and 2022, which was recorded in Other (expense) income in our unaudited consolidated statements of comprehensive income. In addition to our investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive ad sales representative in the US and certain European countries. Through this arrangement, Pandora offers advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We recorded revenue share expense related to this agreement of $12 and $13 for the three months ended March 31, 2023 and 2022, respectively. We also had related party liabilities of $17 and $19 as of March 31, 2023 and December 31, 2022, respectively, related to this agreement. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our debt as of March 31, 2023 and December 31, 2022 consisted of the following: Principal Amount at Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest March 31, 2023 March 31, 2023 December 31, 2022 Pandora June 2018 1.75% Convertible Senior Notes December 1, 2023 semi-annually on June 1 and December 1 $ 118 $ 118 $ 193 Sirius XM April 2022 Incremental Term Loan April 11, 2024 variable fee paid monthly 500 500 500 Sirius XM August 2021 3.125% Senior Notes September 1, 2026 semi-annually on March 1 and September 1 1,000 992 992 Sirius XM July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,493 1,492 Sirius XM June 2021 4.00% Senior Notes July 15, 2028 semi-annually on January 15 and July 15 2,000 1,983 1,982 Sirius XM June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,240 1,240 Sirius XM June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500 1,487 1,487 Sirius XM August 2021 3.875% Senior Notes September 1, 2031 semi-annually on March 1 and September 1 1,500 1,485 1,485 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") August 31, 2026 variable fee paid quarterly 210 210 80 Sirius XM Various Finance leases Various n/a n/a 15 12 Total Debt 9,523 9,463 Less: total current maturities 122 196 Less: total deferred financing costs 10 11 Total long-term debt $ 9,391 $ 9,256 (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 the Incremental Term Loan and 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. During the three months ended March 31, 2023, certain investors exercised their right to require a Special Repurchase, as defined in the indenture governing such notes, and Pandora repurchased $75 in outstanding principal amount of its 1.75% Convertible Senior Notes due 2023 with cash for an aggregate purchase price equal to 100% of the principal amount of the notes repurchased plus accrued and unpaid interest to the date of repurchase. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and were not redeemable as of March 31, 2023. (e) In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. In March 2023, Sirius XM entered into an amendment to the Credit Facility to provide for the LIBOR transition on borrowings on or after July 1, 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. Until June 30, 2023, interest on borrowings is payable on a monthly basis and accrues at a rate based on either the Secured Overnight Financing Rate (“SOFR”) or LIBOR plus an applicable rate. On or after July 1, 2023, borrowings based on LIBOR as the benchmark rate will no longer be available. 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, 2023. 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. (f) In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500 which matures on April 11, 2024. Interest on the Incremental Term Loan borrowing is based on SOFR plus an applicable rate. 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 provides 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, 2023 and December 31, 2022, 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, 2023 | |
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 3,879 and 3,891 shares of common stock issued and 3,878 and 3,891 shares of common stock outstanding on March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023, there were 222 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, 2023, our board of directors declared and paid the following dividend: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 25, 2023 $ 0.0242 February 9, 2023 $ 94 February 24, 2023 Stock Repurchase Program As of March 31, 2023, our board of directors had approved for repurchase an aggregate of $18,000 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, 2023, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3,679 shares for $16,625, and $1,375 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, 2023 March 31, 2022 Share Repurchase Type Shares Amount Shares Amount Open Market Repurchases (a) 17 $ 67 32 $ 200 (a) As of March 31, 2023, $5 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our unaudited consolidated balance sheets and unaudited 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, 2023 and December 31, 2022. |
Benefit Plans
Benefit Plans | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans We recognized share-based payment expense of $45 for each of the three months ended March 31, 2023 and 2022. 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 The Compensation Committee intends to award equity-based compensation to our senior management in the form of: stock options, restricted stock units, PRSUs, which will cliff vest after a performance period target established by the Compensation Committee is achieved, and PRSUs, which will cliff vest after a performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index, which we refer to as a relative “TSR” or “total stockholder return” metric. TSRs 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 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. 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, 2023 2022 Risk-free interest rate 4.0% 1.4% Expected life of options — years 3.80 3.60 Expected stock price volatility 31% 32% Expected dividend yield 1.9% 1.3% The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2023: Options Weighted-Average Weighted-Average Aggregate Outstanding as of December 31, 2022 134 $ 5.55 Granted 9 $ 4.99 Exercised (1) $ 3.74 Forfeited, cancelled or expired (1) $ 5.73 Outstanding as of March 31, 2023 141 $ 5.52 5.30 $ 10 Exercisable as of March 31, 2023 95 $ 5.36 4.52 $ 10 The weighted average grant date fair value per stock option granted during the three months ended March 31, 2023 was $1.25. The total intrinsic value of stock options exercised during the three months ended March 31, 2023 and 2022 was $1 and $16, respectively. During the three months ended March 31, 2023, the number of net settled shares issued as a result of stock option exercises was less than 1. We recognized share-based payment expense associated with stock options of $8 and $9 for the three months ended March 31, 2023 and 2022, respectively. The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the three months ended March 31, 2023: Shares Grant Date Nonvested as of December 31, 2022 85 $ 6.38 Granted 8 $ 4.76 Vested (6) $ 6.82 Forfeited (6) $ 6.31 Nonvested as of March 31, 2023 81 $ 6.22 The total intrinsic value of restricted stock units, including PRSUs, vesting during the three months ended March 31, 2023 and 2022 was $32 and $46, respectively. During the three months ended March 31, 2023, the number of net settled shares issued as a result of restricted stock units vesting totaled 4. During the three months ended March 31, 2023, we granted 4 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 dividend paid during the three months ended March 31, 2023, 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, 2023. We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $37 and $36 for the three months ended March 31, 2023 and 2022, 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, 2023 and December 31, 2022 was $436 and $472, respectively. The total unrecognized compensation costs at March 31, 2023 are expected to be recognized over a weighted-average period of 2.4 years. 401(k) Savings Plans 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. We recognized expenses of $6 and $5 for the three months ended March 31, 2023 and 2022, respectively, in connection with the Sirius XM Plan. 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, 2023 and 2022 were $1 and less than $(1), respectively. As of March 31, 2023 and December 31, 2022, the fair value of the investments held in the trust were $51 and $47, respectively, which is included in Other long-term assets in our unaudited consolidated balance sheets and classified as trading securities. Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of comprehensive income. The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our unaudited consolidated statements of comprehensive income. We recorded gains (losses) on investments held in the trust of $2 and $(3) for the three months ended March 31, 2023 and 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of March 31, 2023: 2023 2024 2025 2026 2027 Thereafter Total Debt obligations $ 121 $ 504 $ 5 $ 1,213 $ 1,500 $ 6,250 $ 9,593 Cash interest payments 229 403 394 388 344 636 2,394 Satellite and transmission 158 249 141 94 2 10 654 Programming and content 282 297 227 125 61 107 1,099 Sales and marketing 73 80 37 16 5 — 211 Satellite incentive payments 5 8 7 4 3 15 42 Operating lease obligations 46 51 49 45 37 74 302 Royalties, minimum guarantees and other 239 310 79 47 1 1 677 Total (1) $ 1,153 $ 1,902 $ 939 $ 1,932 $ 1,953 $ 7,093 $ 14,972 (1) The table does not include our reserve for uncertain tax positions, which at March 31, 2023 totaled $104. 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 for the design and construction of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12. We have also entered into agreements to launch two of those satellites. 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. 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, SIRIUS FM-6, and SXM-8 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. In addition, certain of our podcast agreements also contain minimum guarantees. As of March 31, 2023, we had future fixed commitments related to music royalty and podcast agreements of $390, of which $132 will be paid in 2023 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 forecasts 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 forecasts, considers factors such as listening hours, downloads, 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 with whom we have entered into direct license agreements have the right to audit our content payments, and such audits often 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, 2023 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 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. On August 23, 2021, the United States Court of Appeals for the Ninth Circuit issued an Opinion in a related case, Flo & Eddie Inc. v. Sirius XM Radio Inc. The related case also concerned a class action suit brought by Flo & Eddie Inc. regarding the public performance of pre-1972 recordings under California law. Relying on California’s copyright statute, Flo & Eddie argued that California law gave it the “exclusive ownership” of its pre-1972 songs, including the right of public performance. The Ninth Circuit reversed the District Court’s grant of partial summary judgment to Flo & Eddie Inc. The Ninth Circuit held that the District Court in this related case erred in concluding that “exclusive ownership” under California’s copyright statute included the right of public performance. The Ninth Circuit remanded the case for entry of judgment consistent with the terms of the parties’ contingent settlement agreement, and on October 6, 2021, the parties to the related case stipulated to its dismissal with prejudice. The Flo & Eddie Inc. v. Sirius XM Radio Inc. decision is precedential in the Ninth Circuit, and therefore we believe substantially narrows the claims that Flo & Eddie may continue to assert against Pandora. Following issuance of the Flo & Eddie Inc. v. Sirius XM Radio Inc. opinion, on September 3, 2021, the Ninth Circuit lifted the stay of appellate proceedings in Flo & Eddie, Inc. v. Pandora Media, LLC . Pandora promptly filed an appeal of the District Court’s order denying the renewed motion to dismiss the case under California’s anti-SLAAP statute. On June 2, 2022, the Ninth Circuit upheld the District Court’s order denying dismissal of the case under California’s anti-SLAPP statute, finding that Pandora had failed to demonstrate that Flo & Eddie’s claims arise from Pandora’s protected conduct. As part of the decision, the Ninth Circuit noted that Pandora had forcefully argued that the Court’s decision in Flo & Eddie Inc. v. Sirius XM Radio Inc., and other decisions under New York, Florida and Georgia law, foreclosed Flo & Eddie’s claims as a matter of law. Because the case has been pending for over seven years, the Ninth Circuit remanded the case to the District Court and directed “the district court to consider expedited motions practice on the legal validity of Flo & Eddie’s claims in light of the intervening precedent.” On September 29, 2022, Flo & Eddie filed an Amended Complaint, and on October 13, 2022, Pandora filed an Answer to the Amended Complaint. In accordance with the directive of the Ninth Circuit, the parties have agreed to a schedule for a Motion for Summary Judgment. In November 2022, Pandora filed a Motion for Summary Judgment and briefing on this Motion is complete. 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, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We have historically filed a consolidated federal income tax return for all of our wholly owned subsidiaries, including Sirius XM and Pandora. On February 1, 2021, we 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. The tax sharing agreement contains provisions that we believe are customary for tax sharing agreements between members of a consolidated group. On November 3, 2021, Liberty Media informed us that it beneficially owned over 80% of the outstanding shares of our common stock; as a result of this, we were included in the consolidated tax return of Liberty Media beginning November 4, 2021. 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. We have calculated the provision for income taxes by using a separate return method. Any difference between the tax expense (or benefit) allocated to us under the separate return method and payments to be made for (or received from) Liberty Media for tax expense are treated as either dividends or capital contributions. Income tax expense was $75 and $100 for the three months ended March 31, 2023 and 2022, respectively. In addition, we recorded $14 as a capital contribution related to the tax sharing agreement with Liberty Media which is recorded within Related party current liabilities on our unaudited consolidated balance sheets as of March 31, 2023. Our effective tax rate for each of the three months ended March 31, 2023 and 2022 was 24.4%. The effective tax rate for the three months ended March 31, 2023 was negatively impacted by shortfalls related to share-based compensation. The effective tax rate for the three months ended March 31, 2022 was primarily impacted by a benefit associated with the recognition of excess tax benefits related to share-based compensation. We estimate our effective tax rate for the year ending December 31, 2023 will be approximately 23%. As of March 31, 2023 and December 31, 2022, we had a valuation allowance related to deferred tax assets of $114 and $113, respectively, that were not likely to be realized due to the timing of certain federal and state net operating loss limitations. On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law. Among other things, the IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy. Based on the historical net repurchase activity, the excise tax and the other provisions of the IRA are not expected to have a material impact on our results of operations or financial position. During the three months ended March 31, 2023, we invested $29 in certain tax-effective clean energy technologies equity investments. |
Segments and Geographic Informa
Segments and Geographic Information | 3 Months Ended |
Mar. 31, 2023 | |
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 and Off-platform. 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 intersegment advertising revenue of $1 and less than $1 during the three months ended March 31, 2023 and 2022, respectively. Segment revenue and gross profit were as follows during the period presented: For the Three Months Ended March 31, 2023 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,563 $ 128 $ 1,691 Advertising revenue 41 334 375 Equipment revenue 46 — 46 Other revenue 32 — 32 Total revenue 1,682 462 2,144 Cost of services (a) (664) (351) (1,015) Segment gross profit $ 1,018 $ 111 $ 1,129 The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended March 31, 2023 Segment Gross Profit $ 1,129 Subscriber acquisition costs (90) Sales and marketing (a) (214) Engineering, design and development (a) (68) General and administrative (a) (132) Depreciation and amortization (136) Share-based payment expense (45) Impairment, restructuring and acquisition costs (32) Total other expense (104) Consolidated income before income taxes $ 308 (a) Share-based payment expense of $9 related to cost of services, $10 related to sales and marketing, $11 related to engineering, design and development and $15 related to general and administrative has been excluded. For the Three Months Ended March 31, 2022 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,582 $ 131 $ 1,713 Advertising revenue 47 336 383 Equipment revenue 53 — 53 Other revenue 37 — 37 Total revenue 1,719 467 2,186 Cost of services (b) (649) (330) (979) Segment gross profit $ 1,070 $ 137 $ 1,207 The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended March 31, 2022 Segment Gross Profit $ 1,207 Subscriber acquisition costs (90) Sales and marketing (b) (259) Engineering, design and development (b) (59) General and administrative (b) (109) Depreciation and amortization (135) Share-based payment expense (45) Total other expense (101) Consolidated income before income taxes $ 409 (b) Share-based payment expense of $10 related to cost of services, $13 related to sales and marketing, $8 related to engineering, design and development and $14 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, 2023, 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, 2023 and 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Capital Return Program For the period from April 1, 2023 to April 25, 2023, we repurchased 9 shares of our common stock on the open market for an aggregate purchase price of $37, including fees and commissions. On April 19, 2023, our board of directors declared a quarterly dividend on our common stock in the amount of $0.0242 per share of common stock payable on May 24, 2023 to stockholders of record as of the close of business on May 5, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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. |
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. |
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. |
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, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | Our liabilities measured at fair value were as follows: March 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Total Fair Value Liabilities: Debt (a) — $ 8,204 — $ 8,204 — $ 8,362 — $ 8,362 (a) The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm. Refer to Note 12 for information related to the carrying value of our debt as of March 31, 2023 and December 31, 2022. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three Months Ended March 31, 2023 2022 Numerator: Net Income available to common stockholders for basic net income per common share $ 233 $ 309 Effect of interest on assumed conversions of convertible notes, net of tax 1 2 Net Income available to common stockholders for dilutive net income per common share $ 234 $ 311 Denominator: Weighted average common shares outstanding for basic net income per common share 3,889 3,948 Weighted average impact of assumed convertible notes 32 31 Weighted average impact of dilutive equity instruments 18 45 Weighted average shares for diluted net income per common share 3,939 4,024 Net income per common share: Basic $ 0.06 $ 0.08 Diluted $ 0.06 $ 0.08 |
Receivables, net (Tables)
Receivables, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Receivables, net, consists of the following: March 31, 2023 December 31, 2022 Gross customer accounts receivable $ 512 $ 585 Allowance for doubtful accounts (10) (11) Customer accounts receivable, net $ 502 $ 574 Receivables from distributors 59 53 Other receivables 26 28 Total receivables, net $ 587 $ 655 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Our intangible assets include the following: March 31, 2023 December 31, 2022 Weighted Gross Accumulated Amortization Net Gross Accumulated Amortization Net 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 (138) 82 220 (135) 85 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (22) 9 31 (21) 10 Due to Acquisitions recorded to Pandora Indefinite life intangible assets: Trademarks Indefinite 312 — 312 312 — 312 Definite life intangible assets: Customer relationships 8 years 442 (239) 203 442 (225) 217 Software and technology 5 years 391 (318) 73 391 (299) 92 Total intangible assets $ 3,775 $ (762) $ 3,013 $ 3,775 $ (725) $ 3,050 |
Schedule of Finite-Lived Intangible Assets | Our intangible assets include the following: March 31, 2023 December 31, 2022 Weighted Gross Accumulated Amortization Net Gross Accumulated Amortization Net 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 (138) 82 220 (135) 85 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (22) 9 31 (21) 10 Due to Acquisitions recorded to Pandora Indefinite life intangible assets: Trademarks Indefinite 312 — 312 312 — 312 Definite life intangible assets: Customer relationships 8 years 442 (239) 203 442 (225) 217 Software and technology 5 years 391 (318) 73 391 (299) 92 Total intangible assets $ 3,775 $ (762) $ 3,013 $ 3,775 $ (725) $ 3,050 |
Schedule of Expected Future Amortization Expense | The expected amortization expense for each of the fiscal years 2023 through 2027 and for periods thereafter is as follows: Years ending December 31, Amount 2023 (remaining) $ 107 2024 77 2025 72 2026 71 2027 25 Thereafter 15 Total definite life intangible assets, net $ 367 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following: March 31, 2023 December 31, 2022 Satellite system $ 1,598 $ 1,841 Terrestrial repeater network 118 118 Leasehold improvements 102 100 Broadcast studio equipment 135 133 Capitalized software and hardware 1,831 1,821 Satellite telemetry, tracking and control facilities 79 76 Furniture, fixtures, equipment and other 87 89 Land 32 32 Building 71 70 Construction in progress 477 313 Total property and equipment 4,530 4,593 Accumulated depreciation (2,944) (3,094) Property and equipment, net $ 1,586 $ 1,499 Construction in progress consists of the following: March 31, 2023 December 31, 2022 Satellite system $ 314 $ 212 Terrestrial repeater network 11 10 Capitalized software and hardware 114 56 Other 38 35 Construction in progress $ 477 $ 313 |
Schedule of Orbiting Satellites | The chart below provides certain information on our satellites as of March 31, 2023: Satellite Description Year Delivered Estimated End of FCC License Expiration Year SIRIUS FM-5 2009 2024 2025 SIRIUS FM-6 2013 2028 2030 XM-3 2005 2020 2026 XM-5 2010 2025 2026 SXM-8 2021 2036 2029 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Three Months Ended March 31, 2023 2022 Operating lease cost $ 21 $ 13 Sublease income (1) (1) Total lease cost $ 20 $ 12 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our debt as of March 31, 2023 and December 31, 2022 consisted of the following: Principal Amount at Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest March 31, 2023 March 31, 2023 December 31, 2022 Pandora June 2018 1.75% Convertible Senior Notes December 1, 2023 semi-annually on June 1 and December 1 $ 118 $ 118 $ 193 Sirius XM April 2022 Incremental Term Loan April 11, 2024 variable fee paid monthly 500 500 500 Sirius XM August 2021 3.125% Senior Notes September 1, 2026 semi-annually on March 1 and September 1 1,000 992 992 Sirius XM July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,493 1,492 Sirius XM June 2021 4.00% Senior Notes July 15, 2028 semi-annually on January 15 and July 15 2,000 1,983 1,982 Sirius XM June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,240 1,240 Sirius XM June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500 1,487 1,487 Sirius XM August 2021 3.875% Senior Notes September 1, 2031 semi-annually on March 1 and September 1 1,500 1,485 1,485 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") August 31, 2026 variable fee paid quarterly 210 210 80 Sirius XM Various Finance leases Various n/a n/a 15 12 Total Debt 9,523 9,463 Less: total current maturities 122 196 Less: total deferred financing costs 10 11 Total long-term debt $ 9,391 $ 9,256 (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 the Incremental Term Loan and 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. During the three months ended March 31, 2023, certain investors exercised their right to require a Special Repurchase, as defined in the indenture governing such notes, and Pandora repurchased $75 in outstanding principal amount of its 1.75% Convertible Senior Notes due 2023 with cash for an aggregate purchase price equal to 100% of the principal amount of the notes repurchased plus accrued and unpaid interest to the date of repurchase. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and were not redeemable as of March 31, 2023. (e) In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. In March 2023, Sirius XM entered into an amendment to the Credit Facility to provide for the LIBOR transition on borrowings on or after July 1, 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. Until June 30, 2023, interest on borrowings is payable on a monthly basis and accrues at a rate based on either the Secured Overnight Financing Rate (“SOFR”) or LIBOR plus an applicable rate. On or after July 1, 2023, borrowings based on LIBOR as the benchmark rate will no longer be available. 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, 2023. 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. (f) In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500 which matures on April 11, 2024. Interest on the Incremental Term Loan borrowing is based on SOFR plus an applicable rate. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Dividends Declared | During the three months ended March 31, 2023, our board of directors declared and paid the following dividend: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 25, 2023 $ 0.0242 February 9, 2023 $ 94 February 24, 2023 |
Schedule of Repurchase Agreements | The following table summarizes our total share repurchase activity for the three months ended: March 31, 2023 March 31, 2022 Share Repurchase Type Shares Amount Shares Amount Open Market Repurchases (a) 17 $ 67 32 $ 200 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Risk-free interest rate 4.0% 1.4% Expected life of options — years 3.80 3.60 Expected stock price volatility 31% 32% Expected dividend yield 1.9% 1.3% |
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, 2023: Options Weighted-Average Weighted-Average Aggregate Outstanding as of December 31, 2022 134 $ 5.55 Granted 9 $ 4.99 Exercised (1) $ 3.74 Forfeited, cancelled or expired (1) $ 5.73 Outstanding as of March 31, 2023 141 $ 5.52 5.30 $ 10 Exercisable as of March 31, 2023 95 $ 5.36 4.52 $ 10 |
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, 2023: Shares Grant Date Nonvested as of December 31, 2022 85 $ 6.38 Granted 8 $ 4.76 Vested (6) $ 6.82 Forfeited (6) $ 6.31 Nonvested as of March 31, 2023 81 $ 6.22 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Expected Contractual Cash Commitments | The following table summarizes our expected contractual cash commitments as of March 31, 2023: 2023 2024 2025 2026 2027 Thereafter Total Debt obligations $ 121 $ 504 $ 5 $ 1,213 $ 1,500 $ 6,250 $ 9,593 Cash interest payments 229 403 394 388 344 636 2,394 Satellite and transmission 158 249 141 94 2 10 654 Programming and content 282 297 227 125 61 107 1,099 Sales and marketing 73 80 37 16 5 — 211 Satellite incentive payments 5 8 7 4 3 15 42 Operating lease obligations 46 51 49 45 37 74 302 Royalties, minimum guarantees and other 239 310 79 47 1 1 677 Total (1) $ 1,153 $ 1,902 $ 939 $ 1,932 $ 1,953 $ 7,093 $ 14,972 (1) The table does not include our reserve for uncertain tax positions, which at March 31, 2023 totaled $104. |
Segments and Geographic Infor_2
Segments and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,563 $ 128 $ 1,691 Advertising revenue 41 334 375 Equipment revenue 46 — 46 Other revenue 32 — 32 Total revenue 1,682 462 2,144 Cost of services (a) (664) (351) (1,015) Segment gross profit $ 1,018 $ 111 $ 1,129 For the Three Months Ended March 31, 2022 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,582 $ 131 $ 1,713 Advertising revenue 47 336 383 Equipment revenue 53 — 53 Other revenue 37 — 37 Total revenue 1,719 467 2,186 Cost of services (b) (649) (330) (979) Segment gross profit $ 1,070 $ 137 $ 1,207 |
Schedule of 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, 2023 Segment Gross Profit $ 1,129 Subscriber acquisition costs (90) Sales and marketing (a) (214) Engineering, design and development (a) (68) General and administrative (a) (132) Depreciation and amortization (136) Share-based payment expense (45) Impairment, restructuring and acquisition costs (32) Total other expense (104) Consolidated income before income taxes $ 308 (a) Share-based payment expense of $9 related to cost of services, $10 related to sales and marketing, $11 related to engineering, design and development and $15 related to general and administrative has been excluded. The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended March 31, 2022 Segment Gross Profit $ 1,207 Subscriber acquisition costs (90) Sales and marketing (b) (259) Engineering, design and development (b) (59) General and administrative (b) (109) Depreciation and amortization (135) Share-based payment expense (45) Total other expense (101) Consolidated income before income taxes $ 409 (b) Share-based payment expense of $10 related to cost of services, $13 related to sales and marketing, $8 related to engineering, design and development and $14 related to general and administrative has been excluded. |
Business & Basis of Presentat_2
Business & Basis of Presentation (Details) subscriber in Millions | 3 Months Ended |
Mar. 31, 2023 satellite_radio_system segment subscriber | |
Related Party Transaction [Line Items] | |
Number of reportable segments | segment | 2 |
Number of satellite radio systems | satellite_radio_system | 2 |
Pandora | |
Related Party Transaction [Line Items] | |
Number of subscribers | 6.2 |
Sirius XM Canada | Equity Method Investee | |
Related Party Transaction [Line Items] | |
Equity method investment, equity interest percentage | 70% |
Equity method investment, voting interest percentage | 33% |
Liberty Media | Management | Common Stock | |
Related Party Transaction [Line Items] | |
Related party ownership percentage | 83% |
Sirius XM | |
Related Party Transaction [Line Items] | |
Number of subscribers | 34 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 8,204 | $ 8,362 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 8,204 | 8,362 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive (loss) income, net of tax | $ (4) | $ (4) | |
Foreign currency translation adjustment (loss) income, net of tax | 0 | $ 8 | |
Expenses | 1 | $ 3 | |
Accumulated Other Comprehensive Income | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive (loss) income, net of tax | $ (4) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | 3 Months Ended | |||
Jan. 12, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,249,000,000 | $ 3,249,000,000 | ||
Acquisition related costs | $ 0 | $ 0 | ||
Series of Individually Immaterial Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | $ 44,000,000 | |||
Goodwill | 29,000,000 | |||
Other definite-lived intangible assets | 19,000,000 | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | $ 4,000,000 |
Restructuring Costs (Details)
Restructuring Costs (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) employee | Mar. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Positions eliminated | employee | 475 | |
Percent of positions eliminated | 8% | |
Severance costs | $ 23,000,000 | |
Impairment loss | 5,000,000 | |
Accrued restructuring expense | 2,000,000 | |
Restructuring costs and asset impairment charge | 30,000,000 | |
Restructuring expenses | $ 0 | |
Furniture, fixtures, equipment and other | ||
Restructuring Cost and Reserve [Line Items] | ||
Write off of fixed assets | $ 1,000,000 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Participating securities (in shares) | 0 | 0 |
Anti-dilutive common stock equivalents (in shares) | 162,000,000 | 84,000,000 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net Income available to common stockholders for basic net income per common share | $ 233 | $ 309 |
Effect of interest on assumed conversions of convertible notes, net of tax | 1 | 2 |
Net Income available to common stockholders for dilutive net income per common share | $ 234 | $ 311 |
Denominator: | ||
Weighted average common shares outstanding for basic net income per common share (in shares) | 3,889 | 3,948 |
Weighted average impact of assumed convertible notes (in shares) | 32 | 31 |
Weighted average impact of dilutive equity instruments (in shares) | 18 | 45 |
Weighted average shares for diluted net income per common share (in shares) | 3,939 | 4,024 |
Net income per common share: | ||
Basic (in USD per share) | $ 0.06 | $ 0.08 |
Diluted (in USD per share) | $ 0.06 | $ 0.08 |
Receivables, net (Details)
Receivables, net (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Gross customer accounts receivable | $ 512 | $ 585 |
Allowance for doubtful accounts | (10) | (11) |
Customer accounts receivable, net | 502 | 574 |
Receivables from distributors | 59 | 53 |
Other receivables | 26 | 28 |
Total receivables, net | $ 587 | $ 655 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 3 Months Ended | ||||
Mar. 31, 2023 USD ($) reporting_unit | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2008 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of reporting units | reporting_unit | 2 | ||||
Goodwill | $ 3,249,000,000 | $ 3,249,000,000 | |||
Goodwill, impairment loss | 0 | $ 0 | |||
Accumulated impairment of goodwill since the merger | 5,722,000,000 | ||||
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 and Off-platform | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 959,000,000 | $ 959,000,000 | |||
Accumulated impairment of goodwill since the merger | $ 956,000,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Definite life intangible assets: | ||
Accumulated Amortization | $ (762) | $ (725) |
Total definite life intangible assets, net | 367 | |
Gross Carrying Value | ||
Total intangible assets | 3,775 | 3,775 |
Gross Carrying Value | ||
Total intangible assets | 3,013 | 3,050 |
FCC licenses | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | 2,084 | 2,084 |
Trademarks | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | 250 | 250 |
Trademarks | Pandora and Off-platform | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | $ 312 | 312 |
OEM relationships | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 15 years | |
Gross Carrying Value | $ 220 | 220 |
Accumulated Amortization | (138) | (135) |
Total definite life intangible assets, net | $ 82 | 85 |
Licensing agreements | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 12 years | |
Gross Carrying Value | $ 45 | 45 |
Accumulated Amortization | (45) | (45) |
Total definite life intangible assets, net | $ 0 | 0 |
Customer relationships | Pandora and Off-platform | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 8 years | |
Gross Carrying Value | $ 442 | 442 |
Accumulated Amortization | (239) | (225) |
Total definite life intangible assets, net | $ 203 | 217 |
Software and technology | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 7 years | |
Gross Carrying Value | $ 31 | 31 |
Accumulated Amortization | (22) | (21) |
Total definite life intangible assets, net | $ 9 | 10 |
Software and technology | Pandora and Off-platform | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 5 years | |
Gross Carrying Value | $ 391 | 391 |
Accumulated Amortization | (318) | (299) |
Total definite life intangible assets, net | $ 73 | $ 92 |
Intangible Assets - Indefinite
Intangible Assets - Indefinite Life Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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 (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 37,000,000 | $ 39,000,000 |
Retirement of assets | $ 0 | $ 0 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Expected Future Amortization Expense (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Expected amortization expense for each of the fiscal years | |
2023 (remaining) | $ 107 |
2024 | 77 |
2025 | 72 |
2026 | 71 |
2027 | 25 |
Thereafter | 15 |
Total definite life intangible assets, net | $ 367 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,530 | $ 4,593 |
Accumulated depreciation | (2,944) | (3,094) |
Property and equipment, net | 1,586 | 1,499 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,598 | 1,841 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 118 | 118 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 102 | 100 |
Broadcast studio equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 135 | 133 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,831 | 1,821 |
Satellite telemetry, tracking and control facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 79 | 76 |
Furniture, fixtures, equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 87 | 89 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 32 | 32 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 71 | 70 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 477 | $ 313 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Construction in Progress (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 477 | $ 313 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 314 | 212 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 11 | 10 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 114 | 56 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 38 | $ 35 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) satellite | Mar. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense on property and equipment | $ 99 | $ 96 |
Disposal of property and equipment | 249 | 22 |
Net book value | 1 | |
Capitalized interest costs | 3 | 1 |
Capitalized stock-based compensation costs | $ 5 | $ 5 |
Number of owned satellites | satellite | 5 | |
Furniture, fixtures, equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Write off of fixed assets | $ 1 | |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Write off of fixed assets | $ 2 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Impairment loss | $ 5 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease obligations, term (years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease obligations, term (years) | 15 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 - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 21 | $ 13 |
Sublease income | (1) | (1) |
Total lease cost | $ 20 | $ 12 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 58 Months Ended | |||||
Mar. 15, 2022 USD ($) | Mar. 31, 2023 USD ($) board_member executive director $ / shares shares | Mar. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Mar. 31, 2023 $ / shares | Dec. 31, 2022 USD ($) | May 31, 2017 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Preferred stock liquidation preference per share (in CAD per share) | $ / shares | $ 0.001 | ||||||
Gain on unconsolidated entity investments, net | $ 0 | $ (3) | |||||
SoundCloud | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members | board_member | 10 | ||||||
SoundCloud | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue share expense | $ 12 | 13 | |||||
Related party liabilities | $ 17 | $ 19 | |||||
Management | Executives | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related party members on board of directors | executive | 3 | ||||||
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] | |||||||
Gain on unconsolidated entity investments, net | $ 1 | 1 | |||||
Equity Method Investee | Sirius XM Canada | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investment, equity interest percentage | 70% | ||||||
Equity method investment, voting interest percentage | 33% | ||||||
Number of preferred shares owned (in shares) | shares | 591,000,000 | ||||||
Preferred stock liquidation preference per share (in CAD per share) | $ / shares | $ 1 | ||||||
Notes receivable, related parties | $ 8 | $ 8 | 8 | $ 131 | |||
Proceeds from notes receivable | $ 10 | ||||||
Note receivable, forgiveness | $ 113 | ||||||
Equity method investments | 416 | $ 412 | |||||
Equity method investment, dividends, including reduction of investment | 1 | 1 | |||||
Revenue from related parties | $ 26 | $ 27 | |||||
Equity Method Investee | SoundCloud | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members appointed | board_member | 2 | ||||||
Common Stock | Management | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Related party ownership percentage | 83% |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2022 | Aug. 31, 2021 | Feb. 01, 2019 | |
Debt | |||||
Total | $ 15,000,000 | $ 12,000,000 | |||
Total Debt | 9,523,000,000 | 9,463,000,000 | |||
Less: total current maturities | 122,000,000 | 196,000,000 | |||
Less: total deferred financing costs | 10,000,000 | 11,000,000 | |||
Total long-term debt | 9,391,000,000 | 9,256,000,000 | |||
Senior Secured Revolving Credit Facility | |||||
Debt | |||||
Principal amount | 210,000,000 | ||||
Carrying value | $ 210,000,000 | 80,000,000 | |||
Credit facility, unused capacity, commitment fee percentage | 0.25% | ||||
Senior Notes | 1.75% Senior Notes Due 2023 | |||||
Debt | |||||
Stated interest rate (as a percent) | 1.75% | ||||
Principal amount | $ 118,000,000 | ||||
Carrying value | $ 118,000,000 | 193,000,000 | |||
Senior Notes | 1.75% Senior Notes Due 2023 | Pandora | |||||
Debt | |||||
Stated interest rate (as a percent) | 1.75% | ||||
Long-term debt | $ 193,000,000 | ||||
Repurchase amount | $ 75,000,000 | ||||
Debt instrument redemption price (as a percent of aggregate principal) | 100% | ||||
Senior Notes | 3.125% Senior Notes Due 2026 | |||||
Debt | |||||
Stated interest rate (as a percent) | 3.125% | ||||
Principal amount | $ 1,000,000,000 | ||||
Carrying value | $ 992,000,000 | 992,000,000 | |||
Senior Notes | 5.00% Senior Notes Due 2027 | |||||
Debt | |||||
Stated interest rate (as a percent) | 5% | ||||
Principal amount | $ 1,500,000,000 | ||||
Carrying value | $ 1,493,000,000 | 1,492,000,000 | |||
Senior Notes | 4.00% Senior Notes Due 2028 | |||||
Debt | |||||
Stated interest rate (as a percent) | 4% | ||||
Principal amount | $ 2,000,000,000 | ||||
Carrying value | $ 1,983,000,000 | 1,982,000,000 | |||
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 | $ 1,240,000,000 | 1,240,000,000 | |||
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 | $ 1,487,000,000 | 1,487,000,000 | |||
Senior Notes | 3.875% Senior Notes Due 2031 | |||||
Debt | |||||
Stated interest rate (as a percent) | 3.875% | ||||
Principal amount | $ 1,500,000,000 | ||||
Carrying value | 1,485,000,000 | 1,485,000,000 | |||
Line of Credit | Incremental Term Loan | |||||
Debt | |||||
Principal amount | 500,000,000 | $ 500,000,000 | |||
Carrying value | $ 500,000,000 | $ 500,000,000 | |||
Line of Credit | Senior Secured Revolving Credit Facility | |||||
Debt | |||||
Line of credit facility | $ 1,750,000,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 | |
1.75% Senior Notes Due 2023 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate (as a percent) | 1.75% |
1.75% Senior Notes Due 2023 | Pandora | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate (as a percent) | 1.75% |
Shares issued (shares per thousand dollars) | 0.1627373 |
Senior Secured Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 5 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Narrative) (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 3,879,000,000 | 3,891,000,000 |
Common stock outstanding (in shares) | 3,878,000,000 | 3,891,000,000 |
Common stock reserved for issuance (in shares) | 222,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Dividends Declared (Details) $ / shares in Units, $ in Millions | Jan. 25, 2023 USD ($) $ / shares |
Equity [Abstract] | |
Dividend Per Share (in USD per share) | $ / shares | $ 0.0242 |
Total Amount | $ | $ 94 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchase Program (Narrative) (Details) shares in Millions, $ in Millions | 124 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Class of Stock [Line Items] | |
Stock repurchased during period (in shares) | shares | 3,679 |
Stock repurchased during period | $ 16,625 |
Remaining amount authorized under the stock repurchase program | 1,375 |
Common Stock | |
Class of Stock [Line Items] | |
Stock repurchase program, aggregate authorized amount | $ 18,000 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 124 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Shares Repurchase Activity [Line Items] | ||||
Stock repurchased during period (in shares) | 3,679 | |||
Stock repurchased during period | $ 16,625 | |||
Treasury stock | $ (5) | $ (5) | $ 0 | |
Open Market Repurchases | ||||
Shares Repurchase Activity [Line Items] | ||||
Stock repurchased during period (in shares) | 17 | 32 | ||
Stock repurchased during period | $ 67 | $ 200 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Narrative) (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment expense | $ 45 | $ 45 | |
Share-based payment expense | $ 45 | 45 | |
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) | $ 1.25 | ||
Options exercised in period, intrinsic value | $ 1 | 16 | |
Exercise of stock options and vesting of restricted stock units (in shares) | 1 | ||
Share-based payment expense | $ 8 | 9 | |
Restricted Stock Units (RSUs) and Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment expense | 37 | 36 | |
Restricted stock units vested, intrinsic value | $ 32 | $ 46 | |
Granted (in shares) | 8 | ||
Restricted stock units granted (in shares) | 1 | ||
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 | ||
Performance-based Share Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 4 | ||
Restricted Stock Units Rsu And Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 436 | $ 472 | |
Weighted-average service period (in years) | 2 years 4 months 24 days |
Benefit Plans - 2015 Long-Term
Benefit Plans - 2015 Long-Term Stock Incentive Plan (Narrative) (Details) - 2015 Long-Term Stock Incentive Plan shares in Millions | 3 Months Ended |
Mar. 31, 2023 shares | |
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) | 115 |
Employees and Non Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option expiration period | 10 years |
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 (Na
Benefit Plans - Other Plans (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2023 plan | |
Retirement Benefits [Abstract] | |
Number of other share-based benefit plans | 6 |
Benefit Plans - Schedule of Fai
Benefit Plans - Schedule of Fair Value of Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Risk-free interest rate | 4% | 1.40% |
Expected life of options — years | 3 years 9 months 18 days | 3 years 7 months 6 days |
Expected stock price volatility | 31% | 32% |
Expected dividend yield | 1.90% | 1.30% |
Benefit Plans - Schedule of Sto
Benefit Plans - Schedule of 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, 2023 USD ($) $ / shares shares | |
Options | |
Outstanding as of beginning of period (in shares) | shares | 134 |
Granted (in shares) | shares | 9 |
Exercised (in shares) | shares | (1) |
Forfeited, cancelled or expired (in shares) | shares | (1) |
Outstanding as of end of period (in shares) | shares | 141 |
Exercisable (in shares) | shares | 95 |
Weighted Average Exercise Price Per Share | |
Outstanding as of beginning of period (in USD per share) | $ / shares | $ 5.55 |
Granted (in USD per share) | $ / shares | 4.99 |
Exercised (in USD per share) | $ / shares | 3.74 |
Forfeited, cancelled or expired (in USD per share) | $ / shares | 5.73 |
Outstanding as of end of period (in USD per share) | $ / shares | 5.52 |
Exercisable (in USD per share) | $ / shares | $ 5.36 |
Weighted-Average Remaining Contractual Term (Years) | |
Outstanding | 5 years 3 months 18 days |
Exercisable | 4 years 6 months 7 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 10 |
Exercisable | $ | $ 10 |
Benefit Plans - Schedule of Res
Benefit Plans - Schedule of Restricted Stock Unit and Stock Award Activity (Details) - Restricted Stock Units (RSUs) and Performance Shares shares in Millions | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Shares | |
Nonvested as of beginning of period (in shares) | shares | 85 |
Granted (in shares) | shares | 8 |
Vested (in shares) | shares | (6) |
Forfeited (in shares) | shares | (6) |
Nonvested as of end of period (in shares) | shares | 81 |
Grant Date Fair Value Per Share | |
Nonvested as of beginning of period ( in USD per share) | $ / shares | $ 6.38 |
Granted ( in USD per share) | $ / shares | 4.76 |
Vested ( in USD per share) | $ / shares | 6.82 |
Forfeited ( in USD per share) | $ / shares | 6.31 |
Nonvested as of end of period ( in USD per share) | $ / shares | $ 6.22 |
Benefit Plans - 401(k) Savings
Benefit Plans - 401(k) Savings Plan (Narrative) (Details) - Sirius XM Savings Plan - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Minimum of employee contributions of pre-tax eligible earnings to company 401(k) savings plan | 1% | |
Maximum of employee contributions of pre-tax eligible earnings to company 401(k) savings plan | 50% | |
Percent of Company match of employee's voluntary contributions | 50% | |
Percent of employee's pre-tax salary | 6% | |
Maximum annual contributions per employee, percent | 3% | |
Vesting percentage of employer contributions for each year of employment | 33.33% | |
Savings plan, fully vested period | 3 years | |
Recognized cost | $ 6 | $ 5 |
Benefit Plans - Sirius XM Holdi
Benefit Plans - Sirius XM Holdings Inc. Deferred Compensation Plan (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |||
Net contributions | $ 1 | ||
Contributions (withdrawals) | $ (1) | ||
Fair value of investment assets related to deferred compensation plan | 51 | $ 47 | |
Gains (losses) on investments | $ 2 | $ (3) |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Expected Contractual Cash Commitments (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Expected contractual cash commitments | |
2023 | $ 1,153 |
2024 | 1,902 |
2025 | 939 |
2026 | 1,932 |
2027 | 1,953 |
Thereafter | 7,093 |
Total | 14,972 |
Uncertain tax positions are recognized in other long-term liabilities | 104 |
Debt obligations | |
Expected contractual cash commitments | |
2023 | 121 |
2024 | 504 |
2025 | 5 |
2026 | 1,213 |
2027 | 1,500 |
Thereafter | 6,250 |
Total | 9,593 |
Cash interest payments | |
Expected contractual cash commitments | |
2023 | 229 |
2024 | 403 |
2025 | 394 |
2026 | 388 |
2027 | 344 |
Thereafter | 636 |
Total | 2,394 |
Satellite and transmission | |
Expected contractual cash commitments | |
2023 | 158 |
2024 | 249 |
2025 | 141 |
2026 | 94 |
2027 | 2 |
Thereafter | 10 |
Total | 654 |
Programming and content | |
Expected contractual cash commitments | |
2023 | 282 |
2024 | 297 |
2025 | 227 |
2026 | 125 |
2027 | 61 |
Thereafter | 107 |
Total | 1,099 |
Sales and marketing | |
Expected contractual cash commitments | |
2023 | 73 |
2024 | 80 |
2025 | 37 |
2026 | 16 |
2027 | 5 |
Thereafter | 0 |
Total | 211 |
Satellite incentive payments | |
Expected contractual cash commitments | |
2023 | 5 |
2024 | 8 |
2025 | 7 |
2026 | 4 |
2027 | 3 |
Thereafter | 15 |
Total | 42 |
Operating lease obligations | |
Expected contractual cash commitments | |
2023 | 46 |
2024 | 51 |
2025 | 49 |
2026 | 45 |
2027 | 37 |
Thereafter | 74 |
Total | 302 |
Royalties, minimum guarantees and other | |
Expected contractual cash commitments | |
2023 | 239 |
2024 | 310 |
2025 | 79 |
2026 | 47 |
2027 | 1 |
Thereafter | 1 |
Total | $ 677 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) satellite | |
Loss Contingencies [Line Items] | |
Number of replacement satellites | satellite | 4 |
Pending case period, term | 7 years |
Music Royalty And Podcast Content Minimum Gaurantee | |
Loss Contingencies [Line Items] | |
Future minimum guarantee payments | $ 390 |
Other commitment, to be paid, year one | $ 132 |
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||||
Income tax (expense) benefit | $ (75) | $ (100) | ||
Capital contribution liability | $ 14 | |||
Effective income tax rate percent | 24.40% | 24.40% | ||
Valuation allowance | $ 114 | $ 113 | ||
Clean Energy Technologies | ||||
Income Tax Contingency [Line Items] | ||||
Cost of equity method investment | $ 29 | |||
Forecast | ||||
Income Tax Contingency [Line Items] | ||||
Effective income tax rate percent | 23% |
Segments and Geographic Infor_3
Segments and Geographic Information - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Total revenue | $ 2,144 | $ 2,186 |
Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 375 | 383 |
Advertising revenue | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 1 | $ 1 |
Segments and Geographic Infor_4
Segments and Geographic Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 2,144 | $ 2,186 |
Cost of services | (1,015) | (979) |
Segment gross profit | 1,129 | 1,207 |
Subscriber revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,691 | 1,713 |
Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 375 | 383 |
Equipment revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 46 | 53 |
Other revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 32 | 37 |
Sirius XM | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,682 | 1,719 |
Cost of services | (664) | (649) |
Segment gross profit | 1,018 | 1,070 |
Sirius XM | Subscriber revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,563 | 1,582 |
Sirius XM | Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 41 | 47 |
Sirius XM | Equipment revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 46 | 53 |
Sirius XM | Other revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 32 | 37 |
Pandora and Off-platform | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 462 | 467 |
Cost of services | (351) | (330) |
Segment gross profit | 111 | 137 |
Pandora and Off-platform | Subscriber revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 128 | 131 |
Pandora and Off-platform | Advertising revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 334 | 336 |
Pandora and Off-platform | Equipment revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Pandora and Off-platform | Other revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 0 | $ 0 |
Segments and Geographic Infor_5
Segments and Geographic Information - Schedule of Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment gross profit | $ 1,129 | $ 1,207 |
Subscriber acquisition costs | (90) | (90) |
Sales and marketing | (224) | (272) |
Engineering, design and development | (79) | (67) |
General and administrative | (147) | (123) |
Depreciation and amortization | (136) | (135) |
Share-based payment expense | (45) | (45) |
Impairment, restructuring and acquisition costs | (32) | 0 |
Consolidated income before income taxes | 308 | 409 |
Cost of Sales | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (9) | (10) |
Sales and Marketing | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (10) | (13) |
Research and Development Expense | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (11) | (8) |
General and Administrative Expense | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Share-based payment expense | (15) | (14) |
Segment Reconciling Items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Subscriber acquisition costs | (90) | (90) |
Sales and marketing | (214) | (259) |
Engineering, design and development | (68) | (59) |
General and administrative | (132) | (109) |
Depreciation and amortization | (136) | (135) |
Share-based payment expense | (45) | (45) |
Impairment, restructuring and acquisition costs | (32) | |
Total other expense | $ (104) | $ (101) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 124 Months Ended | ||
Apr. 19, 2023 | Jan. 25, 2023 | Apr. 25, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Stock repurchased during period (in shares) | 3,679,000,000 | |||
Stock repurchased during period | $ 16,625 | |||
Common stock, dividends, declared (in dollars per share) | $ 0.0242 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, dividends, declared (in dollars per share) | $ 0.0242 | |||
Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock repurchased during period (in shares) | 9,000,000 | |||
Stock repurchased during period | $ 37 |