Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 03, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SIRIUS XM HOLDINGS INC. | ||
Entity Central Index Key | 908937 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 5,581,438,748 | ||
Entity Public Float | $8,827,437,630 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenue: | ||||||
Subscriber revenue | $3,554,302 | $3,284,660 | $2,962,665 | |||
Advertising revenue | 100,982 | 89,288 | 82,320 | |||
Equipment revenue | 104,661 | 80,573 | 73,456 | |||
Other revenue | 421,150 | 344,574 | 283,599 | |||
Total revenue | 4,181,095 | 3,799,095 | 3,402,040 | |||
Cost of services: | ||||||
Revenue share and royalties | 810,028 | 677,642 | 551,012 | |||
Programming and content | 297,313 | 290,323 | 278,997 | |||
Customer service and billing | 370,585 | 320,755 | 294,980 | |||
Satellite and transmission | 86,013 | 79,292 | 72,615 | |||
Cost of equipment | 44,397 | 26,478 | 31,766 | |||
Subscriber acquisition costs | 493,464 | 495,610 | 474,697 | |||
Sales and marketing | 336,480 | 291,024 | 248,905 | |||
Engineering, design and development | 62,784 | 57,969 | 48,843 | |||
General and administrative | 293,938 | 262,135 | 261,905 | |||
Depreciation and amortization | 266,423 | 253,314 | 266,295 | |||
Total operating expenses | 3,061,425 | 2,754,542 | 2,530,015 | |||
Income from operations | 1,119,670 | 1,044,553 | 872,025 | |||
Other income (expense): | ||||||
Interest expense, net of amounts capitalized | -269,010 | -204,671 | -265,321 | |||
Loss on extinguishment of debt and credit facilities, net | 0 | -190,577 | -132,726 | |||
Interest and investment income | 15,498 | 6,976 | 716 | |||
Loss on change in value of derivatives | -34,485 | -20,393 | 0 | |||
Other (loss) income | -887 | 1,204 | -226 | |||
Total other expense | -288,884 | -407,461 | -397,557 | |||
Income before income taxes | 830,786 | 637,092 | 474,468 | |||
Income tax (expense) benefit | -337,545 | -259,877 | 2,998,234 | |||
Net income | 493,241 | 377,215 | 3,472,702 | |||
Foreign currency translation adjustment, net of tax | -94 | -428 | 49 | |||
Total comprehensive income | $493,147 | $376,787 | $3,472,751 | |||
Net income per common share: | ||||||
Basic (in dollars per share) | $0.09 | $0.06 | $0.55 | |||
Diluted (in dollars per share) | $0.08 | $0.06 | $0.51 | |||
Weighted average common shares outstanding: | ||||||
Basic (in shares) | 5,788,944 | [1] | 6,227,646 | [1] | 4,209,073 | [1] |
Diluted (in shares) | 5,862,020 | 6,384,791 | 6,873,786 | |||
[1] | For the year ended December 31, 2014, the weighted-average common shares outstanding for basic net income per common share includes approximately 31,078,000 shares of the 272,855,859 shares related to the conversion of the 7% Exchangeable Senior Subordinated Notes due 2014, due to the weighted-average in calculating earnings per share. |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $147,724 | $134,805 |
Receivables, net | 220,579 | 192,912 |
Inventory, net | 19,397 | 13,863 |
Prepaid expenses | 116,336 | 110,530 |
Related party current assets | 4,344 | 9,145 |
Deferred tax asset | 1,038,603 | 937,598 |
Other current assets | 2,763 | 20,160 |
Total current assets | 1,549,746 | 1,419,013 |
Property and equipment, net | 1,510,112 | 1,594,574 |
Long-term restricted investments | 5,922 | 5,718 |
Deferred financing fees, net | 12,021 | 12,604 |
Intangible assets, net | 2,645,046 | 2,700,062 |
Goodwill | 2,205,107 | 2,204,553 |
Related party long-term assets | 3,000 | 30,164 |
Long-term deferred tax asset | 437,736 | 868,057 |
Other long-term assets | 6,819 | 10,035 |
Total assets | 8,375,509 | 8,844,780 |
Current liabilities: | ||
Accounts payable and accrued expenses | 587,755 | 578,333 |
Accrued interest | 80,440 | 42,085 |
Current portion of deferred revenue | 1,632,381 | 1,586,611 |
Current portion of deferred credit on executory contracts | 1,394 | 3,781 |
Current maturities of long-term debt | 7,482 | 496,815 |
Current maturities of long-term related party debt | 0 | 10,959 |
Related party current liabilities | 4,340 | 20,320 |
Total current liabilities | 2,313,792 | 2,738,904 |
Deferred revenue | 151,901 | 149,026 |
Deferred credit on executory contracts | 0 | 1,394 |
Long-term debt | 4,493,863 | 3,093,821 |
Related party long-term liabilities | 13,635 | 16,337 |
Other long-term liabilities | 92,481 | 99,556 |
Total liabilities | 7,065,672 | 6,099,038 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Preferred stock, undesignated, par value $0.001 (liquidation preference of $0.001 per share); 50,000,000 shares authorized and 0 shares issued and outstanding at December 31, 2014 and December 31, 2013 | 0 | 0 |
Common stock, par value $0.001; 9,000,000,000 shares authorized; 5,653,529,403 and 6,096,220,526 shares issued; 5,646,119,122 and 6,096,220,526 outstanding at December 31, 2014 and December 31, 2013, respectively | 5,653 | 6,096 |
Accumulated other comprehensive loss, net of tax | -402 | -308 |
Additional paid-in capital | 6,771,554 | 8,674,129 |
Treasury stock, at cost; 7,410,281 and 0 shares of common stock at December 31, 2014 and December 31, 2013, respectively | -26,034 | 0 |
Accumulated deficit | -5,440,934 | -5,934,175 |
Total stockholders’ equity | 1,309,837 | 2,745,742 |
Total liabilities and stockholders’ equity | $8,375,509 | $8,844,780 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, liquidation preference (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued (in shares) | 5,653,529,403 | 6,096,220,526 |
Common stock, shares outstanding (in shares) | 5,646,119,122 | 6,096,220,526 |
Treasury stock (in shares) | 7,410,281 | 0 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Series B-1 Preferred Stock [Member] |
In Thousands, except Share data, unless otherwise specified | Preferred Stock [Member] | ||||||
Beginning balance at Dec. 31, 2011 | $704,145 | $3,753 | $71 | $10,484,400 | $0 | ($9,784,092) | $13 |
Beginning balance (in shares) at Dec. 31, 2011 | 3,753,201,929 | ||||||
Beginning balance (in shares) at Dec. 31, 2011 | 0 | 12,500,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income, net of tax | 3,472,751 | 49 | 3,472,702 | ||||
Issuance of common stock to employees and employee benefit plans, net of forfeitures | 3,523 | 2 | 3,521 | ||||
Issuance of common stock to employees and employee benefit plans, net of forfeitures (in shares) | 1,571,175 | ||||||
Share-based payment expense | 60,299 | 60,299 | |||||
Exercise of options and vesting of restricted stock units | 125,909 | 214 | 125,695 | ||||
Exercise of stock options and vesting of restricted stock units (in shares) | 214,199,297 | ||||||
Cash dividends paid on common shares ($0.05) | -262,387 | -262,387 | |||||
Cash dividends paid on preferred shares on as-converted basis | -64,675 | -64,675 | |||||
Conversion of preferred stock to common stock | 0 | 1,294 | -1,287 | -7 | |||
Conversion of preferred stock to common stock (in shares) | 1,293,467,684 | -6,249,900 | |||||
Ending balance at Dec. 31, 2012 | 4,039,565 | 5,263 | 120 | 10,345,566 | 0 | -6,311,390 | 6 |
Ending balance (in shares) at Dec. 31, 2012 | 5,262,440,085 | ||||||
Ending balance (in shares) at Dec. 31, 2012 | 0 | 6,250,100 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income, net of tax | 376,787 | -428 | 377,215 | ||||
Share-based payment expense | 68,876 | 68,876 | |||||
Exercise of options and vesting of restricted stock units | 19,428 | 32 | 19,396 | ||||
Exercise of stock options and vesting of restricted stock units (in shares) | 32,841,381 | ||||||
Minimum withholding taxes on net share settlement of stock-based compensation | -46,342 | -46,342 | |||||
Conversion of preferred stock to common stock | 0 | 1,293 | -1,287 | -6 | |||
Conversion of preferred stock to common stock (in shares) | 1,293,509,076 | -6,250,100 | |||||
Conversion of Exchangeable Notes to common stock | 45,097 | 28 | 45,069 | ||||
Conversion of Exchangeable Notes to common stock (in shares) | 27,687,850 | ||||||
Common stock repurchased | -1,764,969 | -1,762,360 | 0 | -1,764,969 | |||
Common stock repurchased (in shares) | 520,257,866 | 520,257,866 | |||||
Common stock retired | 0 | -520 | -1,764,449 | 1,764,969 | |||
Common stock retired (in shares) | -520,257,866 | -520,257,866 | |||||
Initial fair value of forward contract | 7,300 | 7,300 | |||||
Ending balance at Dec. 31, 2013 | 2,745,742 | 6,096 | -308 | 8,674,129 | 0 | -5,934,175 | 0 |
Ending balance (in shares) at Dec. 31, 2013 | 6,096,220,526 | 6,096,220,526 | |||||
Ending balance (in shares) at Dec. 31, 2013 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income, net of tax | 493,147 | -94 | 493,241 | ||||
Share-based payment expense | 78,212 | 78,212 | |||||
Exercise of options and vesting of restricted stock units | 331 | 16 | 315 | ||||
Exercise of stock options and vesting of restricted stock units (in shares) | 15,960,020 | ||||||
Minimum withholding taxes on net share settlement of stock-based compensation | -37,320 | -37,320 | |||||
Conversion of Exchangeable Notes to common stock | 502,370 | 273 | 502,097 | ||||
Conversion of Exchangeable Notes to common stock (in shares) | 272,855,859 | ||||||
Issuance of common stock upon exercise of warrants (in shares) | 99,349 | ||||||
Common stock repurchased | -2,472,645 | -2,522,832 | 0 | -2,472,645 | |||
Common stock repurchased (in shares) | 739,016,632 | 739,016,632 | |||||
Common stock retired | 0 | -732 | -2,445,879 | 2,446,611 | |||
Common stock retired (in shares) | -731,606,351 | -731,606,351 | |||||
Ending balance at Dec. 31, 2014 | $1,309,837 | $5,653 | ($402) | $6,771,554 | ($26,034) | ($5,440,934) | $0 |
Ending balance (in shares) at Dec. 31, 2014 | 5,653,529,403 | 5,653,529,403 | |||||
Ending balance (in shares) at Dec. 31, 2014 | 7,410,281 | 0 |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Statement of Stockholders' Equity [Abstract] | |
Cash dividends paid on common shares (in dollars per share) | $0.05 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $493,241 | $377,215 | $3,472,702 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 266,423 | 253,314 | 266,295 |
Non-cash interest expense, net of amortization of premium | 21,039 | 21,698 | 35,924 |
Provision for doubtful accounts | 44,961 | 39,016 | 34,548 |
Amortization of deferred income related to equity method investment | -2,776 | -2,776 | -2,776 |
Loss on extinguishment of debt and credit facilities, net | 0 | 190,577 | 132,726 |
(Gain) loss on unconsolidated entity investments, net | -5,547 | -5,865 | 420 |
Dividend received from unconsolidated entity investment | 17,019 | 22,065 | 1,185 |
Loss on disposal of assets | 220 | 351 | 657 |
Loss on change in value of derivatives | 34,485 | 20,393 | 0 |
Share-based payment expense | 78,212 | 68,876 | 63,822 |
Deferred income taxes | 327,461 | 259,787 | -3,001,818 |
Other non-cash purchase price adjustments | -3,781 | -207,854 | -289,050 |
Changes in operating assets and liabilities: | |||
Receivables | -72,628 | -15,245 | -58,593 |
Inventory | -5,534 | 11,474 | 11,374 |
Related party assets | -4,097 | 2,031 | 9,523 |
Prepaid expenses and other current assets | -1,195 | 16,788 | 647 |
Other long-term assets | 3,173 | 2,973 | 22,779 |
Accounts payable and accrued expenses | -17,191 | -44,009 | 46,043 |
Accrued interest | 38,355 | 8,131 | -36,451 |
Deferred revenue | 48,645 | 73,593 | 101,311 |
Related party liabilities | -206 | -1,991 | -7,545 |
Other long-term liabilities | -7,035 | 12,290 | 3,042 |
Net cash provided by operating activities | 1,253,244 | 1,102,832 | 806,765 |
Cash flows from investing activities: | |||
Additions to property and equipment | -121,646 | -173,617 | -97,293 |
Purchases of restricted and other investments | 0 | -1,719 | -26 |
Acquisition of business, net of cash acquired | 1,144 | -525,352 | 0 |
Return of capital from investment in unconsolidated entity | 24,178 | 0 | 0 |
Net cash used in investing activities | -96,324 | -700,688 | -97,319 |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 331 | 21,968 | 123,369 |
Taxes paid in lieu of shares issued for stock-based compensation | -37,318 | -46,342 | 0 |
Proceeds from long-term borrowings and revolving credit facility, net of costs | 2,406,205 | 3,156,063 | 383,641 |
Payment of premiums on redemption of debt | 0 | -175,453 | -100,615 |
Repayment of long-term borrowings and revolving credit facility | -1,016,420 | -1,782,160 | -915,824 |
Repayment of related party long-term borrowings | 0 | -200,000 | -126,000 |
Common stock repurchased and retired | -2,496,799 | -1,762,360 | 0 |
Dividends paid | 0 | 0 | -327,062 |
Net cash used in financing activities | -1,144,001 | -788,284 | -962,491 |
Net increase (decrease) in cash and cash equivalents | 12,919 | -386,140 | -253,045 |
Cash and cash equivalents at beginning of period | 134,805 | 520,945 | 773,990 |
Cash and cash equivalents at end of period | 147,724 | 134,805 | 520,945 |
Cash paid during the period for: | |||
Interest, net of amounts capitalized | 199,424 | 169,781 | 262,039 |
Income taxes paid | 8,713 | 2,783 | 4,935 |
Acquisition related costs | 0 | 2,902 | 0 |
Non-cash investing and financing activities: | |||
Capital lease obligations incurred to acquire assets | 719 | 11,966 | 12,781 |
Conversion of Series B preferred stock to common stock | 0 | 1,293 | 1,294 |
Treasury stock not yet settled | 26,034 | 0 | 0 |
Conversion of 7% Exchangeable Notes to common stock, net of debt issuance and deferred financing costs | 502,097 | 45,097 | 0 |
Performance incentive payments | 0 | 16,900 | 0 |
Goodwill reduced for the exercise and vesting of certain stock awards | 0 | 274 | 19,491 |
Purchase price accounting adjustments to goodwill | $1,698 | $0 | $0 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (7% Exchangeable Senior Subordinated Notes due 2014 [Member]) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||||
Interest rate on instrument | 7.00% | [1] | 7.00% | [1] | 7.00% |
[1] | The carrying value of the notes are net of the remaining unamortized original issue discount. |
Business_Basis_of_Presentation
Business & Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business & Basis of Presentation | Business & Basis of Presentation |
Business | |
We broadcast music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis through our two proprietary satellite radio systems. Subscribers can also receive music and other channels, plus features such as SiriusXM On Demand and MySXM, over our Internet radio service, including through applications for mobile devices. We are also a leader in providing connected vehicle services. Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers. Subscribers to our connected vehicle services are not included in our subscriber count or subscriber-based operating metrics. | |
We have agreements with every major automaker (“OEMs”) to offer satellite radios in their vehicles from which we acquire a majority of our subscribers. We also acquire subscribers through marketing to owners and lessees of vehicles that include factory-installed satellite radios that are not currently subscribing to our services. Additionally, we distribute our satellite radios through retail locations nationwide and through our website. Satellite radio services are also offered to customers of certain daily rental car companies. | |
Our primary source of revenue is subscription fees, with most of our customers subscribing on an annual, semi-annual, quarterly or monthly basis. We offer discounts for prepaid and longer term subscription plans as well as discounts for multiple subscriptions. We also derive revenue from activation and other fees, the sale of advertising on select non-music channels, the direct sale of satellite radios and accessories, and other ancillary services, such as our weather, traffic, data and Backseat TV services. | |
In certain cases, automakers and dealers include a subscription to our radio services in the sale or lease price of new or previously owned vehicles. The length of these trial subscriptions varies but is typically three to twelve months. We receive subscription payments for these trials from certain automakers. We also reimburse various automakers for certain costs associated with satellite radios installed in new vehicles. | |
Liberty Media Corporation ("Liberty Media") beneficially owns, directly and indirectly, over 50% 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. Liberty Media owns interests in a range of media, communications and entertainment businesses. | |
Basis of Presentation | |
This Annual Report on Form 10-K presents information for Sirius XM Holdings Inc. (“Holdings”). Holdings has no operations independent of its wholly-owned subsidiary Sirius XM Radio Inc. ("Sirius XM"). | |
Our financial statements 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 have been reclassified or consolidated to conform to our current period presentation. | |
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 makers in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have one reportable segment as our chief operating decision maker, the Chief Executive Officer, assesses performance and allocates resources based on the consolidated results of operations of our business. | |
We have evaluated events subsequent to the balance sheet date and prior to the filing of this Annual Report on Form 10-K for the year ended December 31, 2014 and have determined that no events have occurred that would require adjustment to our consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our consolidated financial statements refer to Note 19. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgments and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense, and income taxes. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions |
On November 4, 2013, we purchased all of the outstanding shares of the capital stock of the connected vehicle business of Agero, Inc. ("Agero"). The transaction was accounted for using the acquisition method of accounting. During the year ended December 31, 2014, the purchase price allocation associated with the connected vehicle business of Agero was finalized resulting in a net increase to Goodwill of $554, of which $1,144 related to the finalization of the working capital calculation. | |
As of December 31, 2014, our Goodwill balance associated with this acquisition was $390,016. No other assets or liabilities have been adjusted as a result of the final working capital calculation and adjusted purchase price allocation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accounting Policies [Abstract] | ||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||
In addition to the significant accounting policies discussed in this Note 3, the following table includes our significant accounting policies that are described in other notes to our consolidated financial statements, including the number and page of the note: | ||||||
Significant Accounting Policy | Note # | Page # | ||||
Fair Value Measurements | 4 | |||||
Goodwill | 8 | |||||
Intangible Assets | 9 | |||||
Property and Equipment | 11 | |||||
Equity Method Investments | 12 | |||||
Share-Based Compensation | 16 | |||||
Legal Costs | 17 | |||||
Income Taxes | 18 | |||||
Cash and Cash Equivalents | ||||||
Our cash and cash equivalents consist of cash on hand, money market funds, certificates of deposit, in-transit credit card receipts and highly liquid investments purchased with an original maturity of three months or less. | ||||||
Revenue Recognition | ||||||
We derive revenue primarily from subscribers, advertising and direct sales of merchandise. | ||||||
Revenue from subscribers consists primarily of subscription fees, and to a lesser extent, daily rental fleet revenue and non-refundable activation and other fees. Revenue is recognized as it is realized or realizable and earned. We recognize subscription fees as our services are provided. At the time of sale, vehicle owners purchasing or leasing a vehicle with a subscription to our service typically receive between a three and twelve month prepaid subscription. Prepaid subscription fees received from certain automakers are recorded as deferred revenue and amortized to revenue ratably over the service period which commences upon retail sale and activation. | ||||||
We recognize revenue from the sale of advertising as the advertising is broadcast. Agency fees are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory and are reported as a reduction of advertising revenue. We pay certain third parties a percentage of advertising revenue. Advertising revenue is recorded gross of such revenue share payments as we are the primary obligor in the transaction. Advertising revenue share payments are recorded to Revenue share and royalties during the period in which the advertising is broadcast. | ||||||
Equipment revenue and royalties from the sale of satellite radios, components and accessories are recognized upon shipment, net of discounts and rebates. Shipping and handling costs billed to customers are recorded as revenue. Shipping and handling costs associated with shipping goods to customers are reported as a component of Cost of equipment. | ||||||
Other revenue primarily includes U.S. Music Royalty Fees which are recorded as revenue and as a component of Revenue share and royalties expense. Fees received from subscribers for the U.S. Music Royalty Fee are recorded as deferred revenue and amortized to revenue ratably over the service period which coincides with the recognition of the subscriber's subscription revenue. | ||||||
We report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our consolidated statements of comprehensive income. | ||||||
ASC 605, Revenue Recognition, provides guidance on how and when to recognize revenues for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets, such as in our bundled subscription plans. Revenue arrangements with multiple deliverables are required to be divided into separate units of accounting if the deliverables in the arrangement meet certain criteria. Consideration must be allocated at the inception of the arrangement to all deliverables based on their relative selling price, which has been determined using vendor specific objective evidence of the selling price to self-pay customers. | ||||||
Revenue Share | ||||||
We share a portion of our subscription revenues earned from subscribers with certain automakers. The terms of the revenue share agreements vary with each automaker, but are typically based upon the earned audio revenue as reported or gross billed audio revenue. Revenue share is recorded as an expense in our consolidated statements of comprehensive income and not as a reduction to revenue. | ||||||
Programming Costs | ||||||
Programming costs which are for a specified number of events are amortized on an event-by-event basis; programming costs which are for a specified season or period are amortized over the season or period on a straight-line basis. We allocate a portion of certain programming costs which are related to sponsorship and marketing activities to Sales and marketing expense on a straight-line basis over the term of the agreement. | ||||||
Advertising Costs | ||||||
Media is expensed when aired and advertising production costs are expensed as incurred. Advertising production costs include expenses related to marketing and retention activities, including expenses related to direct mail, outbound telemarketing and email communications. We also incur advertising production costs related to cooperative marketing and promotional events and sponsorships. During the years ended December 31, 2014, 2013 and 2012, we recorded advertising costs of $222,962, $178,364 and $139,830, respectively. These costs are reflected in Sales and marketing expense in our consolidated statements of comprehensive income. | ||||||
Subscriber Acquisition Costs | ||||||
Subscriber acquisition costs consist of costs incurred to acquire new subscribers which include hardware subsidies paid to radio manufacturers, distributors and automakers, including subsidies paid to automakers who include a satellite radio and a prepaid subscription to our service in the sale or lease price of a new vehicle; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; commissions paid to retailers and automakers as incentives to purchase, install and activate radios; product warranty obligations; freight; and provisions for inventory allowance attributable to inventory consumed in our OEM and retail distribution channels. Subscriber acquisition costs do not include advertising costs, loyalty payments to distributors and dealers of radios and revenue share payments to automakers and retailers of radios. | ||||||
Subsidies paid to radio manufacturers and automakers are expensed upon installation, shipment, receipt of product or activation and are included in Subscriber acquisition costs because we are responsible for providing the service to the customers. Commissions paid to retailers and automakers are expensed upon either the sale or activation of radios. Chipsets that are shipped to radio manufacturers and held on consignment are recorded as inventory and expensed as Subscriber acquisition costs when placed into production by radio manufacturers. Costs for chipsets not held on consignment are expensed as Subscriber acquisition costs when the automaker confirms receipt. | ||||||
Research & Development Costs | ||||||
Research and development costs are expensed as incurred and primarily include the cost of new product development, chipset design, software development and engineering. During the years ended December 31, 2014, 2013 and 2012, we recorded research and development costs of $54,109, $50,564 and $42,605, respectively. These costs are reported as a component of Engineering, design and development expense in our consolidated statements of comprehensive income. | ||||||
Accumulated Other Comprehensive Loss | ||||||
Accumulated other comprehensive loss of $402 at December 31, 2014 was primarily comprised of the cumulative foreign currency translation adjustments related to our interest in Sirius XM Canada. During the years ended December 31, 2014, 2013 and 2012, we recorded other comprehensive (loss) income related to foreign currency translation adjustments, of $(94), $(428) and $49, respectively. In addition, during the year ended December 31, 2014, upon the redemption and conversion of the 8% convertible unsecured subordinated debentures issued by Sirius XM Canada, we reclassified $223, net of tax, of previously recognized foreign currency translation losses out of Accumulated other comprehensive loss and into Interest and investment income. | ||||||
Recent Accounting Pronouncements | ||||||
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. Accordingly, we will adopt this ASU on January 1, 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU and we are currently evaluating which transition approach to use. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||||||||||||
The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of December 31, 2014 and 2013, the carrying amounts of cash and cash equivalents, accounts and other receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for input into valuation techniques as follows: | ||||||||||||||||||||||||||||
i. | Level 1 input: unadjusted quoted prices in active markets for identical instrument; | |||||||||||||||||||||||||||
ii. | Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |||||||||||||||||||||||||||
iii. | Level 3 input: unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability. | |||||||||||||||||||||||||||
Investments are periodically reviewed for impairment and an impairment is recorded whenever declines in fair value below carrying value are determined to be other than temporary. In making this determination, we consider, among other factors, the severity and duration of the decline as well as the likelihood of a recovery within a reasonable timeframe. | ||||||||||||||||||||||||||||
Our assets and liabilities measured at fair value were as follows: | ||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Sirius XM Canada Holdings Inc. ("Sirius XM Canada") - investment (a) | $ | 246,500 | — | — | $ | 246,500 | $ | 432,200 | — | — | $ | 432,200 | ||||||||||||||||
Sirius XM Canada - fair value of host contract of debenture (b) | $ | — | — | — | $ | — | $ | — | — | 3,641 | $ | 3,641 | ||||||||||||||||
Sirius XM Canada - fair value of embedded derivative of debenture (b) | $ | — | — | — | $ | — | $ | — | — | 57 | $ | 57 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Debt (c) | $ | — | 4,613,044 | — | $ | 4,613,044 | $ | — | 4,066,755 | — | $ | 4,066,755 | ||||||||||||||||
Share Repurchase Agreement (d) | $ | — | — | — | $ | — | $ | — | 15,702 | — | $ | 15,702 | ||||||||||||||||
(a) | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $2,654 and $26,972 as of December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||
(b) | As of December 31, 2013, we held an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature was bifurcated from the host contract. Sirius XM Canada redeemed and converted the debentures during the year ended December 31, 2014. | |||||||||||||||||||||||||||
(c) | The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 14 for information related to the carrying value of our debt as of December 31, 2014 and December 31, 2013. | |||||||||||||||||||||||||||
(d) | The final installment under the share repurchase agreement with Liberty Media was settled on April 25, 2014. The fair value of the derivative associated with the share repurchase agreement was determined using observable inputs, including the U.S. spot LIBOR curve and other available market data and was recorded in our consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to our statements of comprehensive income. |
Earnings_per_Share
Earnings per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings per Share | Earnings per Share | |||||||||||
Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (convertible debt, preferred stock, warrants, stock options and restricted stock units) were exercised or converted into common stock, calculated using the treasury stock method. In 2013 and 2012, we utilized the two-class method in calculating basic net income per common share, as our Series B Preferred Stock was considered to be participating securities through January 18, 2013. On January 18, 2013, Liberty Media converted its remaining 6,250,100 outstanding shares of our Series B Preferred Stock into 1,293,509,076 shares of common stock. We had no participating securities during the year ended December 31, 2014. | ||||||||||||
Common stock equivalents of approximately 132,162,000, 365,177,000 and 147,125,000 for the years ended December 31, 2014, 2013 and 2012, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. | ||||||||||||
For the Years Ended December 31, | ||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2012 | |||||||||
Numerator: | ||||||||||||
Net income | $ | 493,241 | $ | 377,215 | $ | 3,472,702 | ||||||
Less: | ||||||||||||
Allocation of undistributed income to Series B Preferred Stock | — | (3,825 | ) | (1,084,895 | ) | |||||||
Dividends paid to preferred stockholders | — | — | (64,675 | ) | ||||||||
Net income available to common stockholders for basic net income per common share | $ | 493,241 | $ | 373,390 | $ | 2,323,132 | ||||||
Add back: | ||||||||||||
Allocation of undistributed income to Series B Preferred Stock | — | 3,825 | 1,084,895 | |||||||||
Dividends paid to preferred stockholders | — | — | 64,675 | |||||||||
Effect of interest on assumed conversions of convertible debt | — | — | 38,500 | |||||||||
Net income available to common stockholders for diluted net income per common share | $ | 493,241 | $ | 377,215 | $ | 3,511,202 | ||||||
Denominator: | ||||||||||||
Weighted average common shares outstanding for basic net income per common share (a) | 5,788,944 | 6,227,646 | 4,209,073 | |||||||||
Weighted average impact of assumed Series B Preferred Stock conversion | — | 63,789 | 2,215,900 | |||||||||
Weighted average impact of assumed convertible debt (b) | — | — | 298,725 | |||||||||
Weighted average impact of other dilutive equity instruments | 73,076 | 93,356 | 150,088 | |||||||||
Weighted average shares for diluted net income per common share | 5,862,020 | 6,384,791 | 6,873,786 | |||||||||
Net income per common share: | ||||||||||||
Basic | $ | 0.09 | $ | 0.06 | $ | 0.55 | ||||||
Diluted | $ | 0.08 | $ | 0.06 | $ | 0.51 | ||||||
(a) | For the year ended December 31, 2014, the weighted-average common shares outstanding for basic net income per common share includes approximately 31,078,000 shares of the 272,855,859 shares related to the conversion of the 7% Exchangeable Senior Subordinated Notes due 2014, due to the weighted-average in calculating earnings per share. | |||||||||||
(b) | During the years ended December 31, 2013 and 2012, the common stock reserved for conversion in connection with the 7% Exchangeable Senior Subordinated Notes due 2014 were considered to be anti-dilutive and dilutive, respectively, in our calculation of diluted net income per share. |
Accounts_Receivable_net
Accounts Receivable, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Receivables, net | Receivables, net | |||||||
Receivables, net includes customer accounts receivable, receivables from distributors and other receivables. | ||||||||
Customer accounts receivable, net, includes receivables from our subscribers and advertising 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 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 consolidated statements of comprehensive income. | ||||||||
Receivables from distributors primarily include billed and unbilled amounts due from OEMs 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 a subsidy 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 OEMs or other third parties. | ||||||||
Receivables, net consists of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Gross customer accounts receivable | $ | 101,634 | $ | 95,562 | ||||
Allowance for doubtful accounts | (7,815 | ) | (9,078 | ) | ||||
Customer accounts receivable, net | $ | 93,819 | $ | 86,484 | ||||
Receivables from distributors | 105,731 | 88,975 | ||||||
Other receivables | 21,029 | 17,453 | ||||||
Total Receivables, net | $ | 220,579 | $ | 192,912 | ||||
Inventory_net
Inventory, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory, net | Inventory, net | |||||||
Inventory consists of finished goods, refurbished goods, chipsets and other raw material components used in manufacturing radios. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our consolidated statements of comprehensive income. The provision related to inventory consumed in our OEM and retail distribution channel is reported as a component of Subscriber acquisition costs in our consolidated statements of comprehensive income. | ||||||||
Inventory, net, consists of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 12,150 | $ | 12,358 | ||||
Finished goods | 17,971 | 15,723 | ||||||
Allowance for obsolescence | (10,724 | ) | (14,218 | ) | ||||
Total inventory, net | $ | 19,397 | $ | 13,863 | ||||
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2014 | |
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 single reporting unit 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 the asset below its carrying value. Step one of the impairment assessment compares the fair value to its carrying value and if the fair value exceeds its carrying value, goodwill is not impaired. If the carrying value exceeds the fair value, the implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value exceeds the carrying value then goodwill is not impaired; otherwise, an impairment loss will be recorded by the amount the carrying value exceeds the implied fair value. At the date of our annual assessment for 2014 and 2013, the fair value of our single reporting unit substantially exceeded its carrying value and therefore was not at risk of failing step one of ASC 350-20, Goodwill. | |
As of December 31, 2014, there were no indicators of impairment and no impairment loss was recorded for goodwill during the years ended December 31, 2014, 2013 and 2012. During the year ended December 31, 2014, the purchase price allocation and working capital calculation associated with the connected vehicle business we purchased from Agero were adjusted. These adjustments resulted in a net increase to Goodwill of $554. As of December 31, 2014, the cumulative balance of goodwill impairments recorded since the July 2008 merger (the "Merger") between our wholly owned subsidiary, Vernon Merger Corporation, and XM Satellite Radio Holdings Inc. ("XM"), was $4,766,190, which was recognized during the year ended December 31, 2008. | |
During the years ended December 31, 2014 and 2013, we reduced goodwill by $0 and $274, respectively. The goodwill reduction during the year ended December 31, 2013, related to the subsequent exercise of certain stock options and vesting of certain restricted stock units that were recorded at fair value in connection with the Merger. |
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Intangible Assets | Intangible Assets | |||||||||||||||||||||||||
We recorded intangible assets at fair value related to the Merger that were formerly held by XM. In November 2013, we recorded intangible assets at fair value as a result of the acquisition of the connected vehicle business of Agero. Our intangible assets include the following: | ||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||
Weighted Average | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Useful Lives | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
Value | Value | |||||||||||||||||||||||||
Due to the Merger: | ||||||||||||||||||||||||||
Indefinite life intangible assets: | ||||||||||||||||||||||||||
FCC licenses | Indefinite | $ | 2,083,654 | $ | — | $ | 2,083,654 | $ | 2,083,654 | $ | — | $ | 2,083,654 | |||||||||||||
Trademark | Indefinite | 250,000 | — | 250,000 | 250,000 | — | 250,000 | |||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
Subscriber relationships | 9 years | 380,000 | (305,755 | ) | 74,245 | 380,000 | (271,372 | ) | 108,628 | |||||||||||||||||
Licensing agreements | 9.1 years | 45,289 | (23,290 | ) | 21,999 | 45,289 | (19,604 | ) | 25,685 | |||||||||||||||||
Proprietary software | 6 years | 16,552 | (13,973 | ) | 2,579 | 16,552 | (13,384 | ) | 3,168 | |||||||||||||||||
Developed technology | 10 years | 2,000 | (1,283 | ) | 717 | 2,000 | (1,083 | ) | 917 | |||||||||||||||||
Leasehold interests | 7.4 years | 132 | (114 | ) | 18 | 132 | (96 | ) | 36 | |||||||||||||||||
Due to the acquisition of the connected vehicle business of Agero: | ||||||||||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
OEM relationships | 15 years | 220,000 | (17,111 | ) | 202,889 | 220,000 | (2,444 | ) | 217,556 | |||||||||||||||||
Proprietary software | 10 years | 10,663 | (1,718 | ) | 8,945 | 10,663 | (245 | ) | 10,418 | |||||||||||||||||
Total intangible assets | $ | 3,008,290 | $ | (363,244 | ) | $ | 2,645,046 | $ | 3,008,290 | $ | (308,228 | ) | $ | 2,700,062 | ||||||||||||
Indefinite Life Intangible Assets | ||||||||||||||||||||||||||
We have identified our FCC licenses and the XM trademark 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. The following table outlines the years in which each of our satellite licenses expires: | ||||||||||||||||||||||||||
FCC satellite licenses | Expiration year | |||||||||||||||||||||||||
SIRIUS FM-1 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-2 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-3 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-5 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-6 | 2022 | |||||||||||||||||||||||||
XM-1 (1) | ||||||||||||||||||||||||||
XM-3 | 2021 | |||||||||||||||||||||||||
XM-4 | 2022 | |||||||||||||||||||||||||
XM-5 | 2018 | |||||||||||||||||||||||||
-1 | The FCC license for this satellite has expired. The FCC has granted us special temporary authority to operate this satellite and prepare it for deorbiting maneuvers. | |||||||||||||||||||||||||
Prior to expiration, we are required to apply for a renewal of our FCC licenses. The renewal and extension of our licenses, including temporary licenses, is reasonably certain at minimal cost, which is expensed as incurred. Each of the FCC licenses authorizes us to use the broadcast spectrum, which is a renewable, reusable resource that does not deplete or exhaust over time. | ||||||||||||||||||||||||||
ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, established an option to first perform a qualitative assessment to determine whether it is more likely than not that an asset is impaired. If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying value, a quantitative impairment test is not required. If the qualitative assessment does not support the fair value of the asset, then a quantitative assessment is performed. Our annual impairment assessment of our indefinite 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. | ||||||||||||||||||||||||||
We completed qualitative assessments of our FCC licenses and XM trademark during the fourth quarter of 2014, 2013 and 2012. As of the date of our annual assessment for 2014, 2013 and 2012, our qualitative impairment assessment of the fair value of our indefinite intangible assets indicated that such assets substantially exceeded their carrying value and therefore was not at risk of impairment. No impairments were recorded for intangible assets with indefinite lives during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||||||||||||||
Definite Life Intangible Assets | ||||||||||||||||||||||||||
Definite-lived intangible assets are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement. We review intangible assets subject to amortization for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. No impairment was recorded to our intangible assets with definite lives in 2014, 2013 or 2012. | ||||||||||||||||||||||||||
Subscriber relationships are amortized on an accelerated basis over 9 years, which reflects the estimated pattern in which the economic benefits will be consumed. Other definite life intangible assets include certain licensing agreements, which are amortized over a weighted average useful life of 9.1 years on a straight-line basis. The fair value of the OEM relationships and proprietary software acquired from the acquisition of the connected vehicle business of Agero are being amortized over their estimated weighted average useful lives of 15 and 10 years, respectively. | ||||||||||||||||||||||||||
Amortization expense for all definite life intangible assets was $55,016, $50,011 and $53,620 for the years ended December 31, 2014, 2013 and 2012, respectively. Expected amortization expense for each of the fiscal years 2015 through 2019 and for periods thereafter is as follows: | ||||||||||||||||||||||||||
Years ending December 31, | Amount | |||||||||||||||||||||||||
2015 | $ | 51,700 | ||||||||||||||||||||||||
2016 | 48,545 | |||||||||||||||||||||||||
2017 | 34,882 | |||||||||||||||||||||||||
2018 | 19,463 | |||||||||||||||||||||||||
2019 | 19,026 | |||||||||||||||||||||||||
Thereafter | 137,776 | |||||||||||||||||||||||||
Total definite life intangible assets, net | $ | 311,392 | ||||||||||||||||||||||||
Interest_Costs
Interest Costs | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Interest Costs Disclosure [Abstract] | ||||||||||||
Interest Costs | Interest Costs | |||||||||||
We capitalized a portion of the interest on funds borrowed as part of the cost of constructing our satellites and related launch vehicles. We primarily capitalized interest associated with our FM-6 satellite and related launch vehicle for the years ended December 31, 2013 and 2012. We also incurred interest costs on our debt instruments and on our satellite incentive agreements. The following is a summary of our interest costs: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest costs charged to expense | $ | 269,010 | $ | 204,671 | $ | 265,321 | ||||||
Interest costs capitalized | 480 | 26,445 | 31,982 | |||||||||
Total interest costs incurred | $ | 269,490 | $ | 231,116 | $ | 297,303 | ||||||
Included in interest costs incurred is non-cash interest expense, consisting of amortization related to original issue discounts, premiums and deferred financing fees, of $21,039, $21,698 and $35,924 for the years ended December 31, 2014, 2013 and 2012, respectively. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment, including satellites, are stated at cost, less accumulated depreciation. Equipment under capital leases is stated at the present value of minimum lease payments. Depreciation is calculated using the straight-line method over the following estimated useful life of the asset: | ||||||||
Satellite system | 2 - 15 years | |||||||
Terrestrial repeater network | 5 - 15 years | |||||||
Broadcast studio equipment | 3 - 15 years | |||||||
Capitalized software and hardware | 3 - 7 years | |||||||
Satellite telemetry, tracking and control facilities | 3 - 15 years | |||||||
Furniture, fixtures, equipment and other | 2 - 7 years | |||||||
Building | 20 or 30 years | |||||||
Leasehold improvements | Lesser of useful life or remaining lease term | |||||||
We review long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset. We did not record any impairments in 2014, 2013 or 2012. | ||||||||
Property and equipment, net, consists of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 2,397,611 | $ | 2,407,423 | ||||
Terrestrial repeater network | 108,341 | 109,367 | ||||||
Leasehold improvements | 48,677 | 46,173 | ||||||
Broadcast studio equipment | 61,306 | 59,020 | ||||||
Capitalized software and hardware | 340,738 | 298,267 | ||||||
Satellite telemetry, tracking and control facilities | 71,268 | 63,944 | ||||||
Furniture, fixtures, equipment and other | 78,237 | 67,275 | ||||||
Land | 38,411 | 38,411 | ||||||
Building | 59,373 | 58,662 | ||||||
Construction in progress | 155,716 | 103,148 | ||||||
Total property and equipment | 3,359,678 | 3,251,690 | ||||||
Accumulated depreciation and amortization | (1,849,566 | ) | (1,657,116 | ) | ||||
Property and equipment, net | $ | 1,510,112 | $ | 1,594,574 | ||||
Construction in progress consists of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 12,912 | $ | 11,879 | ||||
Terrestrial repeater network | 48,406 | 30,078 | ||||||
Capitalized software | 77,755 | 39,924 | ||||||
Other | 16,643 | 21,267 | ||||||
Construction in progress | $ | 155,716 | $ | 103,148 | ||||
Depreciation expense on property and equipment was $211,407, $203,303 and $212,675 for the years ended December 31, 2014, 2013 and 2012, respectively. During the years ended December 31, 2014, 2013 and 2012, we retired property and equipment of $19,398, $16,039 and $5,251, respectively, which included the retirement of our XM-2 satellite in 2014, and recognized a loss on disposal of assets of $220, $351 and $657, respectively. | ||||||||
Satellites | ||||||||
We currently own a fleet of nine operating satellites. The chart below provides certain information on these satellites: | ||||||||
Satellite Designation | Year Delivered | Estimated End of | ||||||
Depreciable Life | ||||||||
FM-1* | 2000 | 2013 | ||||||
FM-2* | 2000 | 2013 | ||||||
FM-3 | 2000 | 2015 | ||||||
FM-5 | 2009 | 2024 | ||||||
FM-6 | 2013 | 2028 | ||||||
XM-1* | 2001 | 2013 | ||||||
XM-3 | 2005 | 2020 | ||||||
XM-4 | 2006 | 2021 | ||||||
XM-5 | 2010 | 2025 | ||||||
* Satellite was fully depreciated as of December 31, 2014 but is still in operation. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | Related Party Transactions | |||||||||||||||||||||||||||||||||||||||
In the normal course of business, we enter into transactions with related parties. We had the following related party balances at December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||||||||||
Related party current assets | Related party long-term assets | Related party current liabilities | Related party current debt | Related party long-term liabilities | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||
Liberty Media | $ | — | $ | 278 | $ | — | $ | — | $ | — | $ | 15,766 | $ | — | $ | 10,959 | $ | — | $ | — | ||||||||||||||||||||
Sirius XM Canada | 4,344 | 8,867 | 3,000 | 27,619 | 4,340 | 4,554 | — | — | 13,635 | 16,337 | ||||||||||||||||||||||||||||||
M-Way | — | — | — | 2,545 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ | 4,344 | $ | 9,145 | $ | 3,000 | $ | 30,164 | $ | 4,340 | $ | 20,320 | $ | — | $ | 10,959 | $ | 13,635 | $ | 16,337 | ||||||||||||||||||||
Liberty Media | ||||||||||||||||||||||||||||||||||||||||
Liberty Media has beneficially owned over 50% of our outstanding common stock since January 2013 and has two executives and one director 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 October 9, 2013, we entered into an agreement with Liberty Media to repurchase $500,000 of our common stock from Liberty Media. Pursuant to that agreement, we repurchased $160,000 of our common stock from Liberty Media in 2013. As of December 31, 2013, $15,702 was recorded to Related party current liabilities for the fair value of the derivative associated with the share repurchase agreement with Liberty Media as there were certain terms in the forward purchase contract that could cause the obligation to not be fulfilled. As a result, the instrument was a liability and was marked to fair value with any gain or loss recorded to our consolidated statements of comprehensive income. On April 25, 2014, we completed the final purchase installment under this share repurchase agreement and repurchased $340,000 of our shares of common stock from Liberty Media at a price of $3.66 per share. We recognized $34,485 and $20,393 to Loss on change in value of derivatives in our consolidated statements of comprehensive income related to this agreement during the years ended December 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||||||||||||||||||||||
We understand that Liberty Media held $11,000 in principal amount of our 7% Exchangeable Senior Subordinated Notes due 2014 at December 31, 2013, which were converted upon maturity in December 2014 into 5,974,510 shares of our common stock. | ||||||||||||||||||||||||||||||||||||||||
Sirius XM Canada | ||||||||||||||||||||||||||||||||||||||||
We hold an equity method investment in Sirius XM Canada. We own approximately 47,300,000 shares of Sirius XM Canada, representing a 37.0% equity interest and a 25.0% voting interest. We primarily provide programming and content services to Sirius XM Canada. | ||||||||||||||||||||||||||||||||||||||||
Investments in which we have the ability to exercise significant influence but not control are accounted for pursuant to the equity method of accounting. We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Interest and investment income in our consolidated statements of comprehensive income on a one month lag. | ||||||||||||||||||||||||||||||||||||||||
The difference between our investment and our share of the fair value of the underlying net assets of Sirius XM Canada is first allocated to either finite-lived intangibles or indefinite-lived intangibles and the balance is attributed to goodwill. We follow ASC 350, Intangibles - Goodwill and Other, which requires that equity method finite-lived intangibles be amortized over their estimated useful life while indefinite-lived intangibles and goodwill are not amortized. The amortization of equity method finite-lived intangible assets is recorded in Interest and investment income in our consolidated statements of comprehensive income. We periodically evaluate our equity method investments to determine if there has been an other-than-temporary decline below carrying value. Equity method finite-lived intangibles, indefinite-lived intangibles and goodwill are included in the carrying amount of the investment. | ||||||||||||||||||||||||||||||||||||||||
Our related party current asset balances primarily consist of programming and chipset costs that we are reimbursed for. Our related party long-term asset balances primarily include our investment balance in Sirius XM Canada. As of December 31, 2014, $2,654 of our investment balance in Sirius XM Canada related to equity method goodwill and as of December 31, 2013, $26,161 of our investment balance related to equity method goodwill and intangible assets. Our related party liabilities as of December 31, 2014 and December 31, 2013 included $2,776 for the current portion of deferred revenue and $13,415 and $16,190, respectively, for the long-term portion of deferred revenue recorded as of the Merger date related to agreements with XM Canada, now Sirius XM Canada. The estimated fair value of deferred revenue from XM Canada as of the Merger date was approximately $34,000, which is amortized on a straight-line basis through 2020, the end of the expected term of the current existing agreements. | ||||||||||||||||||||||||||||||||||||||||
We recorded the following revenue and expenses associated with Sirius XM Canada and Liberty Media which were recorded in our consolidated statements of comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||||||
Sirius XM Canada: | ||||||||||||||||||||||||||||||||||||||||
Revenue (a) | $ | 49,691 | $ | 48,935 | $ | 39,477 | ||||||||||||||||||||||||||||||||||
Share of net earnings (losses) (b) | $ | 15,517 | $ | 5,865 | $ | (420 | ) | |||||||||||||||||||||||||||||||||
Liberty Media: | ||||||||||||||||||||||||||||||||||||||||
Expenses (c) | $ | (1,025 | ) | $ | (13,514 | ) | $ | (30,931 | ) | |||||||||||||||||||||||||||||||
(a) | Under our agreements with Sirius XM Canada, we receive a percentage-based royalty for certain types of subscription revenue earned by Sirius XM Canada for the distribution of Sirius and XM channels, royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income. | |||||||||||||||||||||||||||||||||||||||
(b) | During the year ended December 31, 2014, our share of Sirius XM Canada’s net earnings included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. Sirius XM Canada declared dividends to us of $43,492, $16,796 and $7,749 during the years ended December 31, 2014, 2013 and 2012, respectively. These dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Interest and investment income for the remaining portion. This amount includes amortization related to the equity method intangible assets of $363, $1,454 and $974 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||||||||||||||||
(c) | We recognized Interest expense associated with the portion of the 7% Exchangeable Senior Subordinated Notes due 2014, the portion of the 7.625% Senior Notes due 2018, and the portion of the 8.75% Senior Notes due 2015 held by Liberty Media through December 2014, October 2013 and August 2013, respectively. | |||||||||||||||||||||||||||||||||||||||
M-Way | ||||||||||||||||||||||||||||||||||||||||
During the year ended December 31, 2014, we evaluated our investment in M-Way Solutions GmbH ("M-Way") and determined that there was an other than temporary decline in its fair value. As a result, we reduced our investment balance to zero and recognized a loss of $2,342 in Other (loss) income in our consolidated statements of comprehensive income during the year ended December 31, 2014. In November 2014, we sold our investment in M-Way and recognized a loss of $353 in Engineering, design and development in connection with this transaction in our consolidated statements of comprehensive income during the year ended December 31, 2014. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2014 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments |
Long Term Restricted Investments | |
Restricted investments relate to reimbursement obligations under letters of credit issued for the benefit of lessors of our office space. As of December 31, 2014 and 2013 our Long-term restricted investments were $5,922 and $5,718, respectively. |
Debt
Debt | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Debt | Debt | ||||||||||||||||||||
Our debt as of December 31, 2014 and 2013 consisted of the following: | |||||||||||||||||||||
Carrying value at | |||||||||||||||||||||
Issuer / Borrower | Issued | Debt | Maturity Date | Interest Payable | Principal Amount | December 31, 2014 | 31-Dec-13 | ||||||||||||||
Sirius XM | Aug-08 | 7% Exchangeable | December 1, 2014 | semi-annually on June 1 and December 1 | $ | — | $ | — | $ | 500,481 | |||||||||||
(a) | Senior Subordinated Notes (the "Exchangeable Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.25% Senior Notes | May 15, 2020 | semi-annually on May 15 and November 15 | 500,000 | 495,529 | 494,809 | ||||||||||||||
(a)(b) | (the "4.25% Notes") | ||||||||||||||||||||
Sirius XM | Sep-13 | 5.875% Senior Notes | October 1, 2020 | semi-annually on April 1 and October 1 | 650,000 | 643,790 | 642,914 | ||||||||||||||
(a)(b) | (the "5.875% Notes") | ||||||||||||||||||||
Sirius XM | Aug-13 | 5.75% Senior Notes | August 1, 2021 | semi-annually on February 1 and August 1 | 600,000 | 595,091 | 594,499 | ||||||||||||||
(a)(b) | (the "5.75% Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.625% Senior Notes | May 15, 2023 | semi-annually on May 15 and November 15 | 500,000 | 495,116 | 494,653 | ||||||||||||||
(a)(b) | (the "4.625% Notes") | ||||||||||||||||||||
Sirius XM | May-14 | 6.00% Senior Notes | July 15, 2024 | semi-annually on January 15 and July 15 | 1,500,000 | 1,483,918 | — | ||||||||||||||
(a)(b)(c) | (the "6.00% Notes") | ||||||||||||||||||||
Sirius XM | Aug-12 | 5.25% Senior Secured Notes (the "5.25% Notes") | August 15, 2022 | semi-annually on February 15 and August 15 | 400,000 | 395,147 | 394,648 | ||||||||||||||
(a)(b)(d) | |||||||||||||||||||||
Sirius XM | Dec-12 | Senior Secured Revolving Credit Facility (the "Credit Facility") | 5-Dec-17 | variable fee paid quarterly | 1,250,000 | 380,000 | 460,000 | ||||||||||||||
(e) | |||||||||||||||||||||
Sirius XM | Various | Capital leases | Various | n/a | n/a | 12,754 | 19,591 | ||||||||||||||
Total Debt | 4,501,345 | 3,601,595 | |||||||||||||||||||
Less: total current maturities non-related party | 7,482 | 496,815 | |||||||||||||||||||
Less: total current maturities related party | — | 10,959 | |||||||||||||||||||
Total long-term debt | $ | 4,493,863 | $ | 3,093,821 | |||||||||||||||||
(a) | The carrying value of the notes are net of the remaining unamortized original issue discount. | ||||||||||||||||||||
(b) | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||
(c) | In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875. | ||||||||||||||||||||
(d) | In April 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. | ||||||||||||||||||||
(e) | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.35% per annum as of December 31, 2014. As of December 31, 2014, $870,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our consolidated balance sheets due to the long-term maturity of this debt. | ||||||||||||||||||||
Retired and Converted Debt | |||||||||||||||||||||
The Exchangeable Notes were exchangeable at anytime at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per 1,000 dollars of principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. All holders of the Exchangeable Notes converted prior to the Exchangeable Notes' maturity on December 1, 2014. During the year ended December 31, 2014, $502,370 in principal amount of the Exchangeable Notes were converted, resulting in the issuance of 272,855,859 shares of our common stock. No loss was recognized as a result of this conversion. | |||||||||||||||||||||
During the year ended December 31, 2013, we purchased $800,000 of our then outstanding 8.75% Senior Notes due 2015, for an aggregate purchase price, including premium and interest, of $927,860. We recognized $104,818 to Loss on extinguishment of debt and credit facilities, net, consisting primarily of unamortized discount, deferred financing fees and repayment premium, as a result of this transaction. | |||||||||||||||||||||
During the year ended December 31, 2013, we also purchased $700,000 of our then outstanding 7.625% Senior Notes due 2018, for an aggregate purchase price, including premium and interest, of $797,830. We recognized $85,759 to Loss on extinguishment of debt and credit facilities, net, consisting primarily of unamortized discount, deferred financing fees and repayment premium, as a result of this transaction. | |||||||||||||||||||||
Covenants and Restrictions | |||||||||||||||||||||
Under the Credit Facility, Sirius XM, our wholly-owned subsidiary, must comply with a debt maintenance covenant that it not exceed a total leverage ratio, calculated as total consolidated 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. | |||||||||||||||||||||
At December 31, 2014 and 2013, we were in compliance with our debt covenants. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Stockholders' Equity | Stockholders’ Equity | |||||||||||||
Common Stock, par value $0.001 per share | ||||||||||||||
We were authorized to issue up to 9,000,000,000 shares of common stock as of December 31, 2014 and 2013. There were 5,653,529,403 and 6,096,220,526 shares of common stock issued and 5,646,119,122 and 6,096,220,526 shares outstanding on December 31, 2014 and 2013, respectively. | ||||||||||||||
As of December 31, 2014, approximately 296,096,000 shares of common stock were reserved for issuance in connection with outstanding warrants, incentive stock based awards and common stock to be granted to third parties upon satisfaction of performance targets. | ||||||||||||||
Stock Repurchase Program | ||||||||||||||
Since December 2012, our board of directors has approved for repurchase an aggregate of $6,000,000 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 December 31, 2014, our cumulative repurchases since December 2012 under our stock repurchase program totaled 1,259,274,498 shares for $4,285,192, and $1,714,808 remained available under our stock repurchase program. | ||||||||||||||
The following table summarizes our share repurchase activity for the years ended: | ||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||
Share Repurchase Type | Shares | Amount | Shares | Amount | ||||||||||
Open Market and Privately Negotiated Repurchases (a) | 422,965,443 | $ | 1,426,428 | 476,545,601 | $ | 1,602,360 | ||||||||
Liberty Media (b) | 92,888,561 | 340,000 | 43,712,265 | 160,000 | ||||||||||
May 2014 ASR Agreement (c) | 151,846,125 | 506,404 | — | — | ||||||||||
August 2014 ASR Agreement (d) | 71,316,503 | 250,000 | — | — | ||||||||||
Total Repurchases | 739,016,632 | $ | 2,522,832 | 520,257,866 | $ | 1,762,360 | ||||||||
(a) | As of December 31, 2014 and 2013, $26,034 and $0, respectively, of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statements of stockholders' equity. | |||||||||||||
(b) | On October 9, 2013, we entered into an agreement to repurchase $500,000 of our common stock from Liberty Media. Pursuant to this agreement, we repurchased 43,712,265 shares of our common stock for $160,000 from Liberty Media in 2013. On April 25, 2014, we completed the final purchase installment and repurchased 92,888,561 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. As there were certain terms in the forward purchase contract with Liberty Media that could have caused the obligation not to be fulfilled, the instrument was classified as a liability and was marked to fair value with any gain or loss recorded to our consolidated statements of comprehensive income. We recognized $34,485 and $20,393 to Loss on change in value of derivatives in our consolidated statements of comprehensive income during the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
(c) | In May 2014, we entered into an accelerated share repurchase agreement (the "May ASR Agreement") under which we prepaid $600,000 to a third-party financial institution to repurchase our common stock. Under the May ASR Agreement, we received 151,846,125 shares of our common stock that were retired upon receipt and the counter party returned to us $93,596 for the unused portion of the original prepayment. | |||||||||||||
(d) | In August 2014, we entered into a second accelerated share repurchase agreement (the "August ASR Agreement") under which we prepaid $250,000 to a third-party financial institution to repurchase our common stock. Under the August ASR Agreement, we received an aggregate of 71,316,503 shares of our common stock that were retired upon receipt. | |||||||||||||
Share Lending Arrangements | ||||||||||||||
To facilitate the offering of the Exchangeable Notes, we entered into share lending agreements with Morgan Stanley Capital Services Inc. and UBS AG London Branch in July 2008. All loaned shares were returned to us as of October 2011, and the share lending agreements were terminated. | ||||||||||||||
We recorded interest expense related to the amortization of the costs associated with the share lending arrangement and other issuance costs for our Exchangeable Notes of $12,701, $12,745 and $12,402 for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2013, the unamortized balance of the debt issuance costs was $12,701, with $12,423 recorded in Other current assets, and $278 recorded in Related party current assets. These costs were fully amortized as of December 31, 2014 as the Exchangeable Notes matured on December 1, 2014. | ||||||||||||||
Preferred Stock, par value $0.001 per share | ||||||||||||||
We were authorized to issue up to 50,000,000 shares of undesignated preferred stock as of December 31, 2014 and 2013. In January 2013, Liberty Media converted its remaining shares of the Series B Preferred Stock into 1,293,509,076 shares of our common stock. There were no shares of preferred stock issued or outstanding as of December 31, 2014 and 2013. | ||||||||||||||
Warrants | ||||||||||||||
We have issued warrants to purchase shares of our common stock in connection with distribution and programming agreements. The outstanding warrants expire in the first quarter of 2015. | ||||||||||||||
During the year ended December 31, 2014, 1,788,000 warrants were exercised to purchase shares of common stock on a net settlement basis, resulting in the issuance of 99,349 shares of our common stock. Approximately 16,667,000 and 18,455,000 warrants to acquire an equal number of shares of common stock were outstanding and fully vested as of December 31, 2014 and December 31, 2013, respectively. Warrants were included in our calculation of diluted net income per common share as the effect was dilutive for the years ended December 31, 2014 and 2013. At December 31, 2014 and December 31, 2013, the weighted average exercise price of outstanding warrants was $2.50 and $2.55 per share, respectively. We did not incur warrant related expenses during the years ended December 31, 2014, 2013 and 2012. |
Benefit_Plans
Benefit Plans | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||
Benefit Plans | Benefit Plans | ||||||||||||
We recognized share-based payment expense of $78,212, $68,876 and $63,822 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
We account for equity instruments granted to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on fair value. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. We use the Black-Scholes-Merton option-pricing model to value stock option awards and have elected to treat awards with graded vesting as a single award. Share-based compensation expense is recognized ratably over the requisite service period, which is generally the vesting period, net of forfeitures. We measure restricted stock awards and units using the fair market value of the restricted shares of common stock on the day the award is granted. | |||||||||||||
Fair value as determined using the Black-Scholes-Merton model varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates. In 2014, 2013 and 2012, we estimated the fair value of awards granted using the hybrid approach for volatility, which weights observable historical volatility and implied volatility of qualifying actively traded options on our common stock. The expected life assumption represents the weighted-average period stock-based awards are expected to remain outstanding. These expected life assumptions are established through a review of historical exercise behavior of stock-based award grants with similar vesting periods. Where historical patterns do not exist, contractual terms are used. The risk-free interest rate represents the daily treasury yield curve rate at the grant date based on the closing market bid yields on actively traded U.S. treasury securities in the over-the-counter market for the expected term. Our assumptions may change in future periods. | |||||||||||||
Stock-based awards granted to employees, non-employees and members of our board of directors include warrants, stock options, and restricted stock units. | |||||||||||||
2009 Long-Term Stock Incentive Plan | |||||||||||||
In May 2009, our stockholders approved the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “2009 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards under the 2009 Plan. The 2009 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 may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2009 Plan are generally subject to a vesting requirement. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting. As of December 31, 2014, approximately 19,950,000 shares of common stock were available for future grants under the 2009 Plan. | |||||||||||||
Other Plans | |||||||||||||
We maintain four other share-based benefit plans — the XM 2007 Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the XM 1998 Shares Award Plan and the XM Talent Option Plan. No further awards may be made under these plans, and all outstanding awards are fully vested. | |||||||||||||
The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Risk-free interest rate | 1.60% | 1.40% | 0.80% | ||||||||||
Expected life of options — years | 4.72 | 4.73 | 5.06 | ||||||||||
Expected stock price volatility | 33% | 47% | 49% | ||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||
There were no options granted to third parties during the years ended December 31, 2014, 2013 and 2012. We do not intend to pay regular dividends on our common stock. Accordingly, the dividend yield percentage used in the Black-Scholes-Merton option value was zero for all periods. | |||||||||||||
The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2014, 2013 and 2012 (options in thousands): | |||||||||||||
Options | Weighted- | Weighted-Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | |||||||||||
Exercise | Contractual Term | Value | |||||||||||
Price (1) | (Years) | ||||||||||||
Outstanding at the beginning of January 1, 2012 | 439,580 | $ | 1.25 | ||||||||||
Granted | 58,626 | $ | 2.53 | ||||||||||
Exercised | (214,199 | ) | $ | 0.59 | |||||||||
Forfeited, cancelled or expired | (9,495 | ) | $ | 3.09 | |||||||||
Outstanding as of December 31, 2012 | 274,512 | $ | 1.92 | ||||||||||
Granted | 57,228 | $ | 3.59 | ||||||||||
Exercised | (61,056 | ) | $ | 1.31 | |||||||||
Forfeited, cancelled or expired | (6,445 | ) | $ | 2.02 | |||||||||
Outstanding as of December 31, 2013 | 264,239 | $ | 2.42 | ||||||||||
Granted | 61,852 | $ | 3.39 | ||||||||||
Exercised | (46,943 | ) | $ | 1.63 | |||||||||
Forfeited, cancelled or expired | (11,294 | ) | $ | 4.08 | |||||||||
Outstanding as of December 31, 2014 | 267,854 | $ | 2.72 | 7.09 | $ | 246,067 | |||||||
Exercisable as of December 31, 2014 | 121,272 | $ | 2.27 | 5.28 | $ | 179,913 | |||||||
-1 | The weighted-average exercise price for options outstanding as of December 31, 2012 in the table above has been adjusted to reflect the reduction to the exercise prices related to the December 28, 2012 special cash dividend. | ||||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $1.05, $1.48 and $1.09, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012 was $89,428, $142,491 and $399,794, respectively. During the years ended December 31, 2014 and 2013, the number of shares which were issued as a result of stock option exercises were 15,228,394 and 32,649,857, respectively, due to the net settlement method that began in 2013. | |||||||||||||
We recognized share-based payment expense associated with stock options of $69,754, $66,231 and $60,299 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The following table summarizes the nonvested restricted stock unit activity under our share-based plans for the years ended December 31, 2014, 2013 and 2012 (shares in thousands): | |||||||||||||
Shares | Grant Date Fair Value | ||||||||||||
Nonvested as of January 1, 2012 | 421 | $ | 1.46 | ||||||||||
Granted | 8 | $ | — | ||||||||||
Vested | — | $ | — | ||||||||||
Forfeited | — | $ | — | ||||||||||
Nonvested as of December 31, 2012 | 429 | $ | 3.25 | ||||||||||
Granted | 6,873 | $ | 3.59 | ||||||||||
Vested | (192 | ) | $ | 3.27 | |||||||||
Forfeited | (126 | ) | $ | 3.61 | |||||||||
Nonvested as of December 31, 2013 | 6,984 | $ | 3.58 | ||||||||||
Granted | 6,108 | $ | 3.38 | ||||||||||
Vested | (1,138 | ) | $ | 3.62 | |||||||||
Forfeited | (379 | ) | $ | 3.52 | |||||||||
Nonvested as of December 31, 2014 | 11,575 | $ | 3.47 | ||||||||||
The weighted average grant date fair value of restricted stock units granted during the years ended December 31, 2014 and 2013 was $3.38 and $3.59, respectively. The total intrinsic value of restricted stock units that vested during the years ended December 31, 2014, 2013 and 2012 was $4,044, $605 and $0, respectively. In connection with the special cash dividend paid in December 2012, we granted 8,000 incremental restricted stock units to prevent the economic dilution of the holders of our restricted stock units. This grant did not result in any additional incremental share-based payment expense being recognized in 2012. | |||||||||||||
We recognized share-based payment expense associated with restricted stock units of $8,458, $2,645 and $0 during the years ended December 31, 2014, 2013 and 2012, respectively. During the years ended December 31, 2014 and 2013, the number of shares which were issued as a result of restricted stock units that vested were 731,626 and 191,524, respectively. | |||||||||||||
Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units granted to employees and members of our board of directors at December 31, 2014 and 2013, net of estimated forfeitures, were $162,985 and $164,292, respectively. The total unrecognized compensation costs at December 31, 2014 are expected to be recognized over a weighted-average period of 3 years. | |||||||||||||
401(k) Savings Plan | |||||||||||||
Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. 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. Beginning in January 2014, our cash employer matching contributions were no longer 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. Prior to January 2014, the cash from employer matching contributions was used to purchase shares of our common stock on the open market. We contributed $5,385 and $4,181 during the years ended December 31, 2014 and 2013, respectively, to the Sirius XM Plan in fulfillment of our matching obligation. During the year ended December 31, 2012, employer matching contributions were made in the form of shares of our common stock, resulting in share-based payment expense of $3,523. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||||||||||||||||||
The following table summarizes our expected contractual cash commitments as of December 31, 2014: | ||||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Debt obligations | $ | 7,482 | $ | 4,266 | $ | 380,928 | $ | 78 | $ | — | $ | 4,150,000 | $ | 4,542,754 | ||||||||||||||
Cash interest payments | 240,874 | 240,551 | 240,803 | 228,063 | 228,063 | 711,750 | 1,890,104 | |||||||||||||||||||||
Satellite and transmission | 15,364 | 4,594 | 3,643 | 4,170 | 4,187 | 12,719 | 44,677 | |||||||||||||||||||||
Programming and content | 231,272 | 109,903 | 74,816 | 60,150 | 48,333 | 60,000 | 584,474 | |||||||||||||||||||||
Marketing and distribution | 31,645 | 13,114 | 9,185 | 8,298 | 6,218 | 1,538 | 69,998 | |||||||||||||||||||||
Satellite incentive payments | 11,511 | 12,367 | 13,296 | 14,302 | 10,652 | 43,527 | 105,655 | |||||||||||||||||||||
Operating lease obligations | 49,408 | 43,634 | 36,636 | 34,036 | 29,224 | 200,884 | 393,822 | |||||||||||||||||||||
Other | 66,462 | 13,829 | 2,479 | 895 | 150 | 50 | 83,865 | |||||||||||||||||||||
Total (1) | $ | 654,018 | $ | 442,258 | $ | 761,786 | $ | 349,992 | $ | 326,827 | $ | 5,180,468 | $ | 7,715,349 | ||||||||||||||
-1 | The table does not include our reserve for uncertain tax positions, which at December 31, 2014 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. | |||||||||||||||||||||||||||
Debt obligations. Debt obligations include principal payments on outstanding debt and capital lease obligations. | ||||||||||||||||||||||||||||
Cash interest payments. Cash interest payments include interest due on outstanding debt and capital lease payments through maturity. | ||||||||||||||||||||||||||||
Satellite and transmission. We have entered into agreements with third parties to operate and maintain the off-site satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks. | ||||||||||||||||||||||||||||
Programming and content. We have entered into various programming agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. Our 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. | ||||||||||||||||||||||||||||
Marketing and distribution. We have entered into various marketing, sponsorship and distribution agreements to promote our brand and are obligated to make payments to sponsors, retailers, automakers and radio manufacturers under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors. We also reimburse automakers for certain engineering and development costs associated with the incorporation of satellite radios into new vehicles they manufacture. In addition, in the event certain new products are not shipped by a distributor to its customers within 90 days of the distributor’s receipt of goods, we have agreed to purchase and take title to the product. | ||||||||||||||||||||||||||||
Satellite incentive payments. Boeing Satellite Systems International, Inc., the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to XM-3 and XM-4 based on the expected operating performance meeting their fifteen-year design life. Boeing may also be entitled to additional incentive payments up to $10,000 if our XM-4 satellite continues to operate above baseline specifications during the five years beyond the satellite’s fifteen-year design life. | ||||||||||||||||||||||||||||
Space Systems/Loral, the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments with respect to XM-5, FM-5 and FM-6 based on their expected operating performance meeting their fifteen-year design life. | ||||||||||||||||||||||||||||
Operating lease obligations. We have entered into both cancelable and non-cancelable operating leases for office space, equipment and terrestrial repeaters. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years, and certain leases have options to renew. The effect of the rent holidays and rent concessions are recognized on a straight-line basis over the lease term, including reasonably assured renewal periods. Total rent recognized in connection with leases for the years ended December 31, 2014, 2013 and 2012 was $45,107, $39,228 and $37,474, respectively. | ||||||||||||||||||||||||||||
Other. We have entered into various agreements with third parties for general operating purposes. In addition to the minimum contractual cash commitments described above, we have entered into agreements with other variable cost arrangements. These future costs are dependent upon many factors, including subscriber growth, 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. The cost of our stock acquired from a third-party financial institution but not paid for as of December 31, 2014 is included in this category. | ||||||||||||||||||||||||||||
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. These claims are at various stages of arbitration or adjudication. | ||||||||||||||||||||||||||||
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 a possible eventual loss, if any. | ||||||||||||||||||||||||||||
State Consumer Investigations. In December 2014, we entered into agreements with 46 States and the District of Columbia to settle a multistate investigation into certain of our consumer practices. The investigation focused on practices relating to the cancellation of subscriptions; automatic renewal of subscriptions; charging, billing, collecting, and refunding or crediting of payments from consumers; and soliciting customers. As part of the settlement agreements, we agreed to certain changes in our consumer practices relating to: the sale and cancellation of self-pay subscriptions, the contents of advertising for our products and services, refunds we provide to consumers, and consumer complaints. All of the changes contemplated by these settlement agreements have been implemented. We also agreed to provide, upon the request of the States, certain additional information about our consumer practices, to participate in a process designed to address any previously unresolved consumer complaints, and to make an aggregate payment to the States of approximately $4,000. | ||||||||||||||||||||||||||||
A separate investigation into our consumer practices is being conducted by the Attorney General of the State of New York. We are cooperating with this investigation and believe our consumer practices comply with all applicable federal and New York State laws and regulations. In our view, the result of this investigation, including a possible settlement, will not have a material adverse effect on our business, financial condition or results of operations. | ||||||||||||||||||||||||||||
Pre-1972 Sound Recording Matters. We are a defendant in three class action suits and one additional suit, which were commenced in August and September 2013 and challenge our use and public performance via satellite radio and the Internet of sound recordings fixed prior to February 15, 1972 under California, New York and/or Florida law. The plaintiffs in each of these suits purport to seek in excess of $100,000 in compensatory damages along with unspecified punitive damages and injunctive relief. Accordingly, at this point we cannot estimate the reasonably possible loss, or range of loss, which could be incurred if the plaintiffs were to prevail in the allegations, but we believe we have substantial defenses to the claims asserted. We intend to defend these actions vigorously. | ||||||||||||||||||||||||||||
In September 2014, the United States District Court for the Central District of California ruled that the grant of “exclusive ownership” to the owner of a sound recording under California’s copyright statute included the exclusive right to control public performances of the sound recording. The court further found that the unauthorized public performance of sound recordings violated California laws on unfair competition, misappropriation and conversion. In October 2014, the Superior Court of the State of California for the County of Los Angeles adopted the Central District Court's interpretation of "exclusive ownership" under California's copyright statute. That Court did not find that the unauthorized public performance of sound recordings violated California laws on unfair competition, misappropriation and conversion. In November 2014, the United States District Court for the Southern District of New York ruled that sound recordings fixed before February 15, 1972 were entitled under various theories of New York common law to the benefits of a public performances right. We intend to appeal these decisions. | ||||||||||||||||||||||||||||
These cases are titled Flo & Eddie Inc. v. Sirius XM Radio Inc. et al., No. 2:13-cv-5693-PSG-RZ (C.D. Cal.), Flo & Eddie, Inc. v. Sirius XM Radio Inc., et al., No. 1:13-cv-23182-DPG (S.D. Fla.), Flo & Eddie, Inc. v. Sirius XM Radio Inc. et al., No. 1:13-cv-5784-CM (S.D.N.Y.), and Capitol Records LLC et al. v. Sirius XM Radio Inc., No. BC-520981 (Super. Ct. L.A. County). Additional information concerning each of these actions is publicly available in court filings under their docket numbers. | ||||||||||||||||||||||||||||
In addition, in August 2013, SoundExchange, Inc. filed a complaint in the United States District Court for the District of Columbia alleging that we underpaid royalties for statutory licenses during the 2007-2012 rate period in violation of the regulations established by the Copyright Royalty Board for that period. SoundExchange principally alleges that we improperly reduced our calculation of gross revenues, on which the royalty payments are based, by deducting non-recognized revenue attributable to pre-1972 recordings and Premier package revenue that is not “separately charged” as required by the regulations. SoundExchange is seeking compensatory damages of not less than $50,000 and up to $100,000 or more, payment of late fees and interest, and attorneys’ fees and costs. | ||||||||||||||||||||||||||||
In August 2014, the United States District Court for the District of Columbia granted our motion to dismiss the complaint without prejudice on the grounds that the case properly should be pursued before the Copyright Royalty Board rather than the district court. In December 2014, SoundExchange filed a petition with the Copyright Royalty Board requesting an order interpreting the applicable regulations. The Copyright Royalty Board has requested that the parties submit briefs regarding whether the agency properly has jurisdiction to interpret the regulations and adjudicate this matter under the applicable statute. At this point we cannot estimate the reasonably possible loss, or range of loss, which could be incurred if the plaintiffs were to prevail in the allegations, but we believe we have substantial defenses to the claims asserted. We intend to defend these actions vigorously. | ||||||||||||||||||||||||||||
This matter is titled SoundExchange, Inc. v. Sirius XM Radio, Inc.. No.13-cv-1290-RJL (D.D.C.), and Determination of Rates and Terms for Preexisting Subscription Services and Satellite Digital Audio Radio Services, United States Copyright Royalty Board, No. 2006-1 CRB DSTRA. Additional information concerning each of these actions is publicly available in filings under their docket numbers. | ||||||||||||||||||||||||||||
Telephone Consumer Protection Act Suits. We are a defendant in three purported class action suits, which were commenced in February 2012, January 2013 and January 2015, in the United States District Court for the Eastern District of Virginia, Newport News Division, and the United States District Court for the Southern District of California that allege that we, or certain call center vendors acting on our behalf, made numerous calls which violate provisions of the Telephone Consumer Protection Act of 1991 (the “TCPA”). The plaintiffs in these actions allege, among other things, that we called mobile phones using an automatic telephone dialing system without the consumer’s prior consent or, alternatively, after the consumer revoked their prior consent and, in one of the actions, that we violated the TCPA’s call time restrictions. The plaintiffs in these suits are seeking various forms of relief, including statutory damages of 500 dollars for each violation of the TCPA or, in the alternative, treble damages of up to 1,500 dollars for each knowing and willful violation of the TCPA, as well as payment of interest, attorneys’ fees and costs, and certain injunctive relief prohibiting violations of the TCPA in the future. We believe we have substantial defenses to the claims asserted in these actions, and we intend to defend them vigorously. | ||||||||||||||||||||||||||||
We have notified certain of our call center vendors of these actions and requested that they defend and indemnify us against these claims pursuant to the provisions of their existing or former agreements with us. We believe we have valid contractual claims against certain call center vendors in connection with these claims and intend to preserve and pursue our rights to recover from these entities. | ||||||||||||||||||||||||||||
These cases are titled Erik Knutson v. Sirius XM Radio Inc., No. 12-cv-0418-AJB-NLS (S.D. Cal.), Francis W. Hooker v. Sirius XM Radio, Inc., No. 4:13-cv-3 (E.D. Va.) and Brian Trenz v. Sirius XM Holdings, Inc. and Toyota Motor Sales, U.S.A., Inc., No. 15-cv-0044L-BLM (S.D. Cal). Additional information concerning each of these actions is publicly available in court filings under their docket numbers. | ||||||||||||||||||||||||||||
With respect to the matters described above under the captions “Pre-1972 Sound Recording Matters” and “Telephone Consumer Protection Act Suits”, we have determined, based on our current knowledge, that the amount of loss or range of loss, that is reasonably possible is not reasonably estimable. However, these matters are inherently unpredictable and subject to significant uncertainties, many of which are beyond our control. As such, there can be no assurance that the final outcome of these matters will not materially and adversely affect our business, financial condition, results of operations, or cash flows. | ||||||||||||||||||||||||||||
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 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 | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
There is no current U.S. federal income tax provision, as all federal taxable income was offset by utilizing U.S. federal net operating loss carryforwards. The current state income tax provision is primarily related to taxable income in certain states that have suspended the ability to use net operating loss carryforwards or where net operating losses have been fully utilized. The current foreign income tax provision is primarily related to foreign withholding taxes on dividend distributions between us and our Canadian affiliate. For the year ended December 31, 2013, the current foreign income tax provision related to reimbursement of foreign withholding taxes. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. | ||||||||||||
We file a consolidated federal income tax return with our wholly-owned subsidiaries. Income tax (expense) benefit consisted of the following: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current taxes: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | (7,743 | ) | (5,359 | ) | (1,319 | ) | ||||||
Foreign | (2,341 | ) | 5,269 | (2,265 | ) | |||||||
Total current taxes | (10,084 | ) | (90 | ) | (3,584 | ) | ||||||
Deferred taxes: | ||||||||||||
Federal | (302,350 | ) | (211,044 | ) | 2,729,823 | |||||||
State | (25,111 | ) | (48,743 | ) | 271,995 | |||||||
Total deferred taxes | (327,461 | ) | (259,787 | ) | 3,001,818 | |||||||
Total income tax (expense) benefit | $ | (337,545 | ) | $ | (259,877 | ) | $ | 2,998,234 | ||||
The following table indicates the significant elements contributing to the difference between the federal tax (expense) benefit at the statutory rate and at our effective rate: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal tax expense, at statutory rate | $ | (290,775 | ) | $ | (222,982 | ) | $ | (166,064 | ) | |||
State income tax expense, net of federal benefit | (32,067 | ) | (19,031 | ) | (16,606 | ) | ||||||
State income rate changes | 5,334 | (8,666 | ) | (2,251 | ) | |||||||
Non-deductible expenses | (13,914 | ) | (9,545 | ) | (477 | ) | ||||||
Change in valuation allowance | 2,836 | 4,228 | 3,195,651 | |||||||||
Other, net | (8,959 | ) | (3,881 | ) | (12,019 | ) | ||||||
Income tax (expense) benefit | $ | (337,545 | ) | $ | (259,877 | ) | $ | 2,998,234 | ||||
Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. In determining the period in which related tax benefits are realized for book purposes, excess share-based compensation deductions included in net operating losses are realized after regular net operating losses are exhausted; excess tax compensation benefits are recorded off balance-sheet as a memo entry until the period the excess tax benefit is realized through a reduction of taxes payable. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. | ||||||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 1,818,719 | $ | 2,207,583 | ||||||||
GM payments and liabilities | 539 | 1,984 | ||||||||||
Deferred revenue | 691,323 | 606,430 | ||||||||||
Severance accrual | 271 | 388 | ||||||||||
Accrued bonus | 28,170 | 25,830 | ||||||||||
Expensed costs capitalized for tax | 19,624 | 22,679 | ||||||||||
Deferred financing costs | 958 | 664 | ||||||||||
Investments | 46,751 | 45,078 | ||||||||||
Stock based compensation | 79,296 | 71,794 | ||||||||||
Other | 36,597 | 31,735 | ||||||||||
Total deferred tax assets | 2,722,248 | 3,014,165 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Depreciation of property and equipment | (237,971 | ) | (188,675 | ) | ||||||||
FCC license | (789,857 | ) | (778,152 | ) | ||||||||
Other intangible assets | (213,086 | ) | (233,983 | ) | ||||||||
Total deferred tax liabilities | (1,240,914 | ) | (1,200,810 | ) | ||||||||
Net deferred tax assets before valuation allowance | 1,481,334 | 1,813,355 | ||||||||||
Valuation allowance | (4,995 | ) | (7,831 | ) | ||||||||
Total net deferred tax asset | $ | 1,476,339 | $ | 1,805,524 | ||||||||
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences can be carried forward under tax law. Management's evaluation of the realizability of deferred tax assets considers both positive and negative evidence, including historical financial performance, scheduled reversal of deferred tax assets and liabilities, projected taxable income and tax planning strategies in making this assessment. The weight given to the potential effects of positive and negative evidence is based on the extent to which it can be objectively verified. The net deferred tax assets are primarily related to gross net operating loss carryforwards of approximately $4,794,924. In addition to the gross book net operating loss carryforwards, we have $753,218 of excess share-based compensation deductions that will not be realized until we utilize the $4,794,924 of net operating losses, resulting in an approximate gross operating loss carryforward on our tax return of $5,548,142. | ||||||||||||
For the year ended December 31, 2012, our deferred tax asset valuation allowance decreased by $3,350,905 in response to cumulative positive evidence in 2012 which outweighed the historical negative evidence from our emergence from cumulative losses in recent years and updated assessments regarding that it was more likely than not that our deferred tax assets will be realized. As of December 31, 2014 and 2013, the deferred tax asset valuation allowance of $4,995 and $7,831, respectively, related to deferred tax assets that are not likely to be realized due to certain state net operating loss limitations we are not more likely than not going to utilize. These net operating loss carryforwards expire on various dates beginning in 2017 and ending in 2028. | ||||||||||||
ASC 740 requires a company to first determine whether it is more likely than not that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to uncertain tax positions in Income tax (expense) benefit in our consolidated statements of comprehensive income. | ||||||||||||
As of December 31, 2014 and 2013, the gross liability for income taxes associated with uncertain state tax positions was $1,432. If recognized, $1,432 of unrecognized tax benefits would affect our effective tax rate. This liability is recorded in Other long-term liabilities. No penalties have been accrued for. We do not currently anticipate that our existing reserves related to uncertain tax positions as of December 31, 2014 will significantly increase or decrease during the twelve-month period ending December 31, 2015; however, various events could cause our current expectations to change in the future. Should our position with respect to the majority of these uncertain tax positions be upheld, the effect would be recorded in our consolidated statements of comprehensive income as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions as part of income tax expense. We recorded interest expense of $55 and $40 for the years ended December 31, 2014 and 2013, respectively, related to our unrecognized tax benefits presented below. | ||||||||||||
Changes in our uncertain income tax positions, from January 1 through December 31 are presented below: | ||||||||||||
2014 | 2013 | |||||||||||
Balance, beginning of year | $ | 1,432 | $ | 1,432 | ||||||||
Additions for tax positions from prior years | — | — | ||||||||||
Balance, end of year | $ | 1,432 | $ | 1,432 | ||||||||
We have federal and certain state income tax audits pending. We do not expect the ultimate disposition of these audits to have a material adverse effect on our financial position or results of operations. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Stock Repurchase Program | |
For the period from January 1, 2015 to February 3, 2015, we repurchased 65,425,873 shares of our common stock for an aggregate purchase price of $231,026, including fees and commissions, on the open market. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data -- Unaudited | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Data -- Unaudited | Quarterly Financial Data--Unaudited | |||||||||||||||
Our quarterly results of operations are summarized below: | ||||||||||||||||
For the Three Months Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
2014 | ||||||||||||||||
Total revenue | $ | 997,711 | $ | 1,035,345 | $ | 1,057,087 | $ | 1,090,952 | ||||||||
Cost of services | $ | (390,534 | ) | $ | (393,185 | ) | $ | (403,519 | ) | $ | (421,098 | ) | ||||
Income from operations | $ | 247,407 | $ | 284,578 | $ | 294,028 | $ | 293,657 | ||||||||
Net income | $ | 93,988 | $ | 119,961 | $ | 136,170 | $ | 143,122 | ||||||||
Net income per common share--basic | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | 0.03 | ||||||||
Net income per common share--diluted (1) | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | 0.03 | ||||||||
2013 | ||||||||||||||||
Total revenue | $ | 897,398 | $ | 940,110 | $ | 961,509 | $ | 1,000,078 | ||||||||
Cost of services | $ | (330,257 | ) | $ | (331,465 | ) | $ | (336,464 | ) | $ | (396,304 | ) | ||||
Income from operations | $ | 246,931 | $ | 267,736 | $ | 284,529 | $ | 245,357 | ||||||||
Net income | $ | 123,602 | $ | 125,522 | $ | 62,894 | $ | 65,197 | ||||||||
Net income per common share--basic | $ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||
Net income per common share--diluted | $ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||
-1 | The sum of quarterly net income per share applicable to common stockholders (diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. |
Schedule_II_Schedule_of_Valuat
Schedule II - Schedule of Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||
Schedule II - Schedule of Valuation and Qualifying Accounts | ||||||||||||||
(in thousands) | Balance January 1, | Charged to Expenses (Benefit) | Write-offs/ Payments/ Other | Balance December 31, | ||||||||||
Description | ||||||||||||||
2014 | ||||||||||||||
Allowance for doubtful accounts | $ | 9,078 | 44,961 | (46,224 | ) | $ | 7,815 | |||||||
Deferred tax assets—valuation allowance | $ | 7,831 | (2,836 | ) | — | $ | 4,995 | |||||||
Allowance for obsolescence | $ | 14,218 | (335 | ) | (3,159 | ) | $ | 10,724 | ||||||
2013 | ||||||||||||||
Allowance for doubtful accounts | $ | 11,711 | 39,016 | (41,649 | ) | $ | 9,078 | |||||||
Deferred tax assets—valuation allowance | $ | 9,835 | (4,228 | ) | 2,224 | $ | 7,831 | |||||||
Allowance for obsolescence | $ | 16,159 | (773 | ) | (1,168 | ) | $ | 14,218 | ||||||
2012 | ||||||||||||||
Allowance for doubtful accounts | $ | 9,932 | 34,548 | (32,769 | ) | $ | 11,711 | |||||||
Deferred tax assets—valuation allowance | $ | 3,360,740 | (3,195,651 | ) | (155,254 | ) | $ | 9,835 | ||||||
Allowance for obsolescence | $ | 15,430 | 4,430 | (3,701 | ) | $ | 16,159 | |||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
This Annual Report on Form 10-K presents information for Sirius XM Holdings Inc. (“Holdings”). Holdings has no operations independent of its wholly-owned subsidiary Sirius XM Radio Inc. ("Sirius XM"). | ||
Our financial statements 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 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 U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgments and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense, and income taxes. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Our cash and cash equivalents consist of cash on hand, money market funds, certificates of deposit, in-transit credit card receipts and highly liquid investments purchased with an original maturity of three months or less. | ||
Revenue Recognition | Revenue Recognition | |
We derive revenue primarily from subscribers, advertising and direct sales of merchandise. | ||
Revenue from subscribers consists primarily of subscription fees, and to a lesser extent, daily rental fleet revenue and non-refundable activation and other fees. Revenue is recognized as it is realized or realizable and earned. We recognize subscription fees as our services are provided. At the time of sale, vehicle owners purchasing or leasing a vehicle with a subscription to our service typically receive between a three and twelve month prepaid subscription. Prepaid subscription fees received from certain automakers are recorded as deferred revenue and amortized to revenue ratably over the service period which commences upon retail sale and activation. | ||
We recognize revenue from the sale of advertising as the advertising is broadcast. Agency fees are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory and are reported as a reduction of advertising revenue. We pay certain third parties a percentage of advertising revenue. Advertising revenue is recorded gross of such revenue share payments as we are the primary obligor in the transaction. Advertising revenue share payments are recorded to Revenue share and royalties during the period in which the advertising is broadcast. | ||
Equipment revenue and royalties from the sale of satellite radios, components and accessories are recognized upon shipment, net of discounts and rebates. Shipping and handling costs billed to customers are recorded as revenue. Shipping and handling costs associated with shipping goods to customers are reported as a component of Cost of equipment. | ||
Other revenue primarily includes U.S. Music Royalty Fees which are recorded as revenue and as a component of Revenue share and royalties expense. Fees received from subscribers for the U.S. Music Royalty Fee are recorded as deferred revenue and amortized to revenue ratably over the service period which coincides with the recognition of the subscriber's subscription revenue. | ||
We report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our consolidated statements of comprehensive income. | ||
ASC 605, Revenue Recognition, provides guidance on how and when to recognize revenues for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets, such as in our bundled subscription plans. Revenue arrangements with multiple deliverables are required to be divided into separate units of accounting if the deliverables in the arrangement meet certain criteria. Consideration must be allocated at the inception of the arrangement to all deliverables based on their relative selling price, which has been determined using vendor specific objective evidence of the selling price to self-pay customers. | ||
Revenue Share | Revenue Share | |
We share a portion of our subscription revenues earned from subscribers with certain automakers. The terms of the revenue share agreements vary with each automaker, but are typically based upon the earned audio revenue as reported or gross billed audio revenue. Revenue share is recorded as an expense in our consolidated statements of comprehensive income and not as a reduction to revenue. | ||
Programming Costs | Programming Costs | |
Programming costs which are for a specified number of events are amortized on an event-by-event basis; programming costs which are for a specified season or period are amortized over the season or period on a straight-line basis. We allocate a portion of certain programming costs which are related to sponsorship and marketing activities to Sales and marketing expense on a straight-line basis over the term of the agreement. | ||
Advertising Costs | Advertising Costs | |
Media is expensed when aired and advertising production costs are expensed as incurred. Advertising production costs include expenses related to marketing and retention activities, including expenses related to direct mail, outbound telemarketing and email communications. We also incur advertising production costs related to cooperative marketing and promotional events and sponsorships. During the years ended December 31, 2014, 2013 and 2012, we recorded advertising costs of $222,962, $178,364 and $139,830, respectively. These costs are reflected in Sales and marketing expense in our consolidated statements of comprehensive income. | ||
Subscriber Acquisition Costs | Subscriber Acquisition Costs | |
Subscriber acquisition costs consist of costs incurred to acquire new subscribers which include hardware subsidies paid to radio manufacturers, distributors and automakers, including subsidies paid to automakers who include a satellite radio and a prepaid subscription to our service in the sale or lease price of a new vehicle; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; commissions paid to retailers and automakers as incentives to purchase, install and activate radios; product warranty obligations; freight; and provisions for inventory allowance attributable to inventory consumed in our OEM and retail distribution channels. Subscriber acquisition costs do not include advertising costs, loyalty payments to distributors and dealers of radios and revenue share payments to automakers and retailers of radios. | ||
Subsidies paid to radio manufacturers and automakers are expensed upon installation, shipment, receipt of product or activation and are included in Subscriber acquisition costs because we are responsible for providing the service to the customers. Commissions paid to retailers and automakers are expensed upon either the sale or activation of radios. Chipsets that are shipped to radio manufacturers and held on consignment are recorded as inventory and expensed as Subscriber acquisition costs when placed into production by radio manufacturers. Costs for chipsets not held on consignment are expensed as Subscriber acquisition costs when the automaker confirms receipt. | ||
Research and Development Costs | Research & Development Costs | |
Research and development costs are expensed as incurred and primarily include the cost of new product development, chipset design, software development and engineering. During the years ended December 31, 2014, 2013 and 2012, we recorded research and development costs of $54,109, $50,564 and $42,605, respectively. These costs are reported as a component of Engineering, design and development expense in our consolidated statements of comprehensive income. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. Accordingly, we will adopt this ASU on January 1, 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU and we are currently evaluating which transition approach to use. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. | ||
Fair Value of Financial Instruments | Fair Value Measurements | |
The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of December 31, 2014 and 2013, the carrying amounts of cash and cash equivalents, accounts and other receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for input into valuation techniques as follows: | ||
i. | Level 1 input: unadjusted quoted prices in active markets for identical instrument; | |
ii. | Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |
iii. | Level 3 input: unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability. | |
Investments are periodically reviewed for impairment and an impairment is recorded whenever declines in fair value below carrying value are determined to be other than temporary. In making this determination, we consider, among other factors, the severity and duration of the decline as well as the likelihood of a recovery within a reasonable timeframe. | ||
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 (convertible debt, preferred stock, warrants, stock options and restricted stock units) 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. | |
Customer accounts receivable, net, includes receivables from our subscribers and advertising 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 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 consolidated statements of comprehensive income. | ||
Receivables from distributors primarily include billed and unbilled amounts due from OEMs 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 a subsidy 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 OEMs or other third parties. | ||
Inventory | Inventory consists of finished goods, refurbished goods, chipsets and other raw material components used in manufacturing radios. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our consolidated statements of comprehensive income. The provision related to inventory consumed in our OEM and retail distribution channel is reported as a component of Subscriber acquisition costs in our 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 single reporting unit 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 the asset below its carrying value. Step one of the impairment assessment compares the fair value to its carrying value and if the fair value exceeds its carrying value, goodwill is not impaired. If the carrying value exceeds the fair value, the implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value exceeds the carrying value then goodwill is not impaired; otherwise, an impairment loss will be recorded by the amount the carrying value exceeds the implied fair value. | |
Indefinite Life Intangible Assets | ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, established an option to first perform a qualitative assessment to determine whether it is more likely than not that an asset is impaired. If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying value, a quantitative impairment test is not required. If the qualitative assessment does not support the fair value of the asset, then a quantitative assessment is performed. Our annual impairment assessment of our indefinite 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. | |
Definite Life Intangible Assets | Definite Life Intangible Assets | |
Definite-lived intangible assets are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement. We review intangible assets subject to amortization for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. No impairment was recorded to our intangible assets with definite lives in 2014, 2013 or 2012. | ||
Subscriber relationships are amortized on an accelerated basis over 9 years, which reflects the estimated pattern in which the economic benefits will be consumed. Other definite life intangible assets include certain licensing agreements, which are amortized over a weighted average useful life of 9.1 years on a straight-line basis. The fair value of the OEM relationships and proprietary software acquired from the acquisition of the connected vehicle business of Agero are being amortized over their estimated weighted average useful lives of 15 and 10 years, respectively. | ||
Property and Equipment | Property and equipment, including satellites, are stated at cost, less accumulated depreciation. Equipment under capital leases is stated at the present value of minimum lease payments. Depreciation is calculated using the straight-line method over the following estimated useful life of the asset: | |
Satellite system | 2 - 15 years | |
Terrestrial repeater network | 5 - 15 years | |
Broadcast studio equipment | 3 - 15 years | |
Capitalized software and hardware | 3 - 7 years | |
Satellite telemetry, tracking and control facilities | 3 - 15 years | |
Furniture, fixtures, equipment and other | 2 - 7 years | |
Building | 20 or 30 years | |
Leasehold improvements | Lesser of useful life or remaining lease term | |
We review long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset. | ||
Equity Method Investments | Investments in which we have the ability to exercise significant influence but not control are accounted for pursuant to the equity method of accounting. We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Interest and investment income in our consolidated statements of comprehensive income on a one month lag. | |
The difference between our investment and our share of the fair value of the underlying net assets of Sirius XM Canada is first allocated to either finite-lived intangibles or indefinite-lived intangibles and the balance is attributed to goodwill. We follow ASC 350, Intangibles - Goodwill and Other, which requires that equity method finite-lived intangibles be amortized over their estimated useful life while indefinite-lived intangibles and goodwill are not amortized. The amortization of equity method finite-lived intangible assets is recorded in Interest and investment income in our consolidated statements of comprehensive income. We periodically evaluate our equity method investments to determine if there has been an other-than-temporary decline below carrying value. Equity method finite-lived intangibles, indefinite-lived intangibles and goodwill are included in the carrying amount of the investment. | ||
Share-Based Compensation | We account for equity instruments granted to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on fair value. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. We use the Black-Scholes-Merton option-pricing model to value stock option awards and have elected to treat awards with graded vesting as a single award. Share-based compensation expense is recognized ratably over the requisite service period, which is generally the vesting period, net of forfeitures. We measure restricted stock awards and units using the fair market value of the restricted shares of common stock on the day the award is granted. | |
Fair value as determined using the Black-Scholes-Merton model varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates. In 2014, 2013 and 2012, we estimated the fair value of awards granted using the hybrid approach for volatility, which weights observable historical volatility and implied volatility of qualifying actively traded options on our common stock. The expected life assumption represents the weighted-average period stock-based awards are expected to remain outstanding. These expected life assumptions are established through a review of historical exercise behavior of stock-based award grants with similar vesting periods. Where historical patterns do not exist, contractual terms are used. The risk-free interest rate represents the daily treasury yield curve rate at the grant date based on the closing market bid yields on actively traded U.S. treasury securities in the over-the-counter market for the expected term. Our assumptions may change in future periods. | ||
Stock-based awards granted to employees, non-employees and members of our board of directors include warrants, stock options, and restricted stock units. | ||
Legal Costs | 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 a possible eventual loss, if any. | |
Income Taxes | Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. In determining the period in which related tax benefits are realized for book purposes, excess share-based compensation deductions included in net operating losses are realized after regular net operating losses are exhausted; excess tax compensation benefits are recorded off balance-sheet as a memo entry until the period the excess tax benefit is realized through a reduction of taxes payable. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. | |
ASC 740 requires a company to first determine whether it is more likely than not that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to uncertain tax positions in Income tax (expense) benefit in our consolidated statements of comprehensive income. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||
Summary of assets and liabilities measured at fair value | Our assets and liabilities measured at fair value were as follows: | |||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Sirius XM Canada Holdings Inc. ("Sirius XM Canada") - investment (a) | $ | 246,500 | — | — | $ | 246,500 | $ | 432,200 | — | — | $ | 432,200 | ||||||||||||||||
Sirius XM Canada - fair value of host contract of debenture (b) | $ | — | — | — | $ | — | $ | — | — | 3,641 | $ | 3,641 | ||||||||||||||||
Sirius XM Canada - fair value of embedded derivative of debenture (b) | $ | — | — | — | $ | — | $ | — | — | 57 | $ | 57 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Debt (c) | $ | — | 4,613,044 | — | $ | 4,613,044 | $ | — | 4,066,755 | — | $ | 4,066,755 | ||||||||||||||||
Share Repurchase Agreement (d) | $ | — | — | — | $ | — | $ | — | 15,702 | — | $ | 15,702 | ||||||||||||||||
(a) | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $2,654 and $26,972 as of December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||
(b) | As of December 31, 2013, we held an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature was bifurcated from the host contract. Sirius XM Canada redeemed and converted the debentures during the year ended December 31, 2014. | |||||||||||||||||||||||||||
(c) | The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 14 for information related to the carrying value of our debt as of December 31, 2014 and December 31, 2013. | |||||||||||||||||||||||||||
(d) | The final installment under the share repurchase agreement with Liberty Media was settled on April 25, 2014. The fair value of the derivative associated with the share repurchase agreement was determined using observable inputs, including the U.S. spot LIBOR curve and other available market data and was recorded in our consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to our statements of comprehensive income. |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings per Share | Common stock equivalents of approximately 132,162,000, 365,177,000 and 147,125,000 for the years ended December 31, 2014, 2013 and 2012, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. | |||||||||||
For the Years Ended December 31, | ||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2012 | |||||||||
Numerator: | ||||||||||||
Net income | $ | 493,241 | $ | 377,215 | $ | 3,472,702 | ||||||
Less: | ||||||||||||
Allocation of undistributed income to Series B Preferred Stock | — | (3,825 | ) | (1,084,895 | ) | |||||||
Dividends paid to preferred stockholders | — | — | (64,675 | ) | ||||||||
Net income available to common stockholders for basic net income per common share | $ | 493,241 | $ | 373,390 | $ | 2,323,132 | ||||||
Add back: | ||||||||||||
Allocation of undistributed income to Series B Preferred Stock | — | 3,825 | 1,084,895 | |||||||||
Dividends paid to preferred stockholders | — | — | 64,675 | |||||||||
Effect of interest on assumed conversions of convertible debt | — | — | 38,500 | |||||||||
Net income available to common stockholders for diluted net income per common share | $ | 493,241 | $ | 377,215 | $ | 3,511,202 | ||||||
Denominator: | ||||||||||||
Weighted average common shares outstanding for basic net income per common share (a) | 5,788,944 | 6,227,646 | 4,209,073 | |||||||||
Weighted average impact of assumed Series B Preferred Stock conversion | — | 63,789 | 2,215,900 | |||||||||
Weighted average impact of assumed convertible debt (b) | — | — | 298,725 | |||||||||
Weighted average impact of other dilutive equity instruments | 73,076 | 93,356 | 150,088 | |||||||||
Weighted average shares for diluted net income per common share | 5,862,020 | 6,384,791 | 6,873,786 | |||||||||
Net income per common share: | ||||||||||||
Basic | $ | 0.09 | $ | 0.06 | $ | 0.55 | ||||||
Diluted | $ | 0.08 | $ | 0.06 | $ | 0.51 | ||||||
(a) | For the year ended December 31, 2014, the weighted-average common shares outstanding for basic net income per common share includes approximately 31,078,000 shares of the 272,855,859 shares related to the conversion of the 7% Exchangeable Senior Subordinated Notes due 2014, due to the weighted-average in calculating earnings per share. | |||||||||||
(b) | During the years ended December 31, 2013 and 2012, the common stock reserved for conversion in connection with the 7% Exchangeable Senior Subordinated Notes due 2014 were considered to be anti-dilutive and dilutive, respectively, in our calculation of diluted net income per share. |
Accounts_Receivable_net_Tables
Accounts Receivable, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Accounts receivable, net | Receivables, net consists of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Gross customer accounts receivable | $ | 101,634 | $ | 95,562 | ||||
Allowance for doubtful accounts | (7,815 | ) | (9,078 | ) | ||||
Customer accounts receivable, net | $ | 93,819 | $ | 86,484 | ||||
Receivables from distributors | 105,731 | 88,975 | ||||||
Other receivables | 21,029 | 17,453 | ||||||
Total Receivables, net | $ | 220,579 | $ | 192,912 | ||||
Inventory_net_Tables
Inventory, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Summary of inventory, net | Inventory, net, consists of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 12,150 | $ | 12,358 | ||||
Finished goods | 17,971 | 15,723 | ||||||
Allowance for obsolescence | (10,724 | ) | (14,218 | ) | ||||
Total inventory, net | $ | 19,397 | $ | 13,863 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Summary of intangible assets | Our intangible assets include the following: | |||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||
Weighted Average | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Useful Lives | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
Value | Value | |||||||||||||||||||||||||
Due to the Merger: | ||||||||||||||||||||||||||
Indefinite life intangible assets: | ||||||||||||||||||||||||||
FCC licenses | Indefinite | $ | 2,083,654 | $ | — | $ | 2,083,654 | $ | 2,083,654 | $ | — | $ | 2,083,654 | |||||||||||||
Trademark | Indefinite | 250,000 | — | 250,000 | 250,000 | — | 250,000 | |||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
Subscriber relationships | 9 years | 380,000 | (305,755 | ) | 74,245 | 380,000 | (271,372 | ) | 108,628 | |||||||||||||||||
Licensing agreements | 9.1 years | 45,289 | (23,290 | ) | 21,999 | 45,289 | (19,604 | ) | 25,685 | |||||||||||||||||
Proprietary software | 6 years | 16,552 | (13,973 | ) | 2,579 | 16,552 | (13,384 | ) | 3,168 | |||||||||||||||||
Developed technology | 10 years | 2,000 | (1,283 | ) | 717 | 2,000 | (1,083 | ) | 917 | |||||||||||||||||
Leasehold interests | 7.4 years | 132 | (114 | ) | 18 | 132 | (96 | ) | 36 | |||||||||||||||||
Due to the acquisition of the connected vehicle business of Agero: | ||||||||||||||||||||||||||
Definite life intangible assets: | ||||||||||||||||||||||||||
OEM relationships | 15 years | 220,000 | (17,111 | ) | 202,889 | 220,000 | (2,444 | ) | 217,556 | |||||||||||||||||
Proprietary software | 10 years | 10,663 | (1,718 | ) | 8,945 | 10,663 | (245 | ) | 10,418 | |||||||||||||||||
Total intangible assets | $ | 3,008,290 | $ | (363,244 | ) | $ | 2,645,046 | $ | 3,008,290 | $ | (308,228 | ) | $ | 2,700,062 | ||||||||||||
Years in which each of our licenses expires | We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. The following table outlines the years in which each of our satellite licenses expires: | |||||||||||||||||||||||||
FCC satellite licenses | Expiration year | |||||||||||||||||||||||||
SIRIUS FM-1 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-2 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-3 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-5 | 2017 | |||||||||||||||||||||||||
SIRIUS FM-6 | 2022 | |||||||||||||||||||||||||
XM-1 (1) | ||||||||||||||||||||||||||
XM-3 | 2021 | |||||||||||||||||||||||||
XM-4 | 2022 | |||||||||||||||||||||||||
XM-5 | 2018 | |||||||||||||||||||||||||
-1 | The FCC license for this satellite has expired. The FCC has granted us special temporary authority to operate this satellite and prepare it for deorbiting maneuvers. | |||||||||||||||||||||||||
Expected amortization expense for each of the fiscal years | Expected amortization expense for each of the fiscal years 2015 through 2019 and for periods thereafter is as follows: | |||||||||||||||||||||||||
Years ending December 31, | Amount | |||||||||||||||||||||||||
2015 | $ | 51,700 | ||||||||||||||||||||||||
2016 | 48,545 | |||||||||||||||||||||||||
2017 | 34,882 | |||||||||||||||||||||||||
2018 | 19,463 | |||||||||||||||||||||||||
2019 | 19,026 | |||||||||||||||||||||||||
Thereafter | 137,776 | |||||||||||||||||||||||||
Total definite life intangible assets, net | $ | 311,392 | ||||||||||||||||||||||||
Interest_Costs_Tables
Interest Costs (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Interest Costs Disclosure [Abstract] | ||||||||||||
Interest costs | The following is a summary of our interest costs: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest costs charged to expense | $ | 269,010 | $ | 204,671 | $ | 265,321 | ||||||
Interest costs capitalized | 480 | 26,445 | 31,982 | |||||||||
Total interest costs incurred | $ | 269,490 | $ | 231,116 | $ | 297,303 | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Estimated Useful Lives of Property and Equipment | Depreciation is calculated using the straight-line method over the following estimated useful life of the asset: | |||||||
Satellite system | 2 - 15 years | |||||||
Terrestrial repeater network | 5 - 15 years | |||||||
Broadcast studio equipment | 3 - 15 years | |||||||
Capitalized software and hardware | 3 - 7 years | |||||||
Satellite telemetry, tracking and control facilities | 3 - 15 years | |||||||
Furniture, fixtures, equipment and other | 2 - 7 years | |||||||
Building | 20 or 30 years | |||||||
Leasehold improvements | Lesser of useful life or remaining lease term | |||||||
Property and equipment, net | Property and equipment, net, consists of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 2,397,611 | $ | 2,407,423 | ||||
Terrestrial repeater network | 108,341 | 109,367 | ||||||
Leasehold improvements | 48,677 | 46,173 | ||||||
Broadcast studio equipment | 61,306 | 59,020 | ||||||
Capitalized software and hardware | 340,738 | 298,267 | ||||||
Satellite telemetry, tracking and control facilities | 71,268 | 63,944 | ||||||
Furniture, fixtures, equipment and other | 78,237 | 67,275 | ||||||
Land | 38,411 | 38,411 | ||||||
Building | 59,373 | 58,662 | ||||||
Construction in progress | 155,716 | 103,148 | ||||||
Total property and equipment | 3,359,678 | 3,251,690 | ||||||
Accumulated depreciation and amortization | (1,849,566 | ) | (1,657,116 | ) | ||||
Property and equipment, net | $ | 1,510,112 | $ | 1,594,574 | ||||
Construction in progress | Construction in progress consists of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Satellite system | $ | 12,912 | $ | 11,879 | ||||
Terrestrial repeater network | 48,406 | 30,078 | ||||||
Capitalized software | 77,755 | 39,924 | ||||||
Other | 16,643 | 21,267 | ||||||
Construction in progress | $ | 155,716 | $ | 103,148 | ||||
Summary of orbiting satellites | The chart below provides certain information on these satellites: | |||||||
Satellite Designation | Year Delivered | Estimated End of | ||||||
Depreciable Life | ||||||||
FM-1* | 2000 | 2013 | ||||||
FM-2* | 2000 | 2013 | ||||||
FM-3 | 2000 | 2015 | ||||||
FM-5 | 2009 | 2024 | ||||||
FM-6 | 2013 | 2028 | ||||||
XM-1* | 2001 | 2013 | ||||||
XM-3 | 2005 | 2020 | ||||||
XM-4 | 2006 | 2021 | ||||||
XM-5 | 2010 | 2025 | ||||||
* Satellite was fully depreciated as of December 31, 2014 but is still in operation. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Summary of Related Party Balances | We had the following related party balances at December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||||||||||
Related party current assets | Related party long-term assets | Related party current liabilities | Related party current debt | Related party long-term liabilities | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||
Liberty Media | $ | — | $ | 278 | $ | — | $ | — | $ | — | $ | 15,766 | $ | — | $ | 10,959 | $ | — | $ | — | ||||||||||||||||||||
Sirius XM Canada | 4,344 | 8,867 | 3,000 | 27,619 | 4,340 | 4,554 | — | — | 13,635 | 16,337 | ||||||||||||||||||||||||||||||
M-Way | — | — | — | 2,545 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ | 4,344 | $ | 9,145 | $ | 3,000 | $ | 30,164 | $ | 4,340 | $ | 20,320 | $ | — | $ | 10,959 | $ | 13,635 | $ | 16,337 | ||||||||||||||||||||
Schedule of Related Party Revenue and Expenses | We recorded the following revenue and expenses associated with Sirius XM Canada and Liberty Media which were recorded in our consolidated statements of comprehensive income: | |||||||||||||||||||||||||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||||||
Sirius XM Canada: | ||||||||||||||||||||||||||||||||||||||||
Revenue (a) | $ | 49,691 | $ | 48,935 | $ | 39,477 | ||||||||||||||||||||||||||||||||||
Share of net earnings (losses) (b) | $ | 15,517 | $ | 5,865 | $ | (420 | ) | |||||||||||||||||||||||||||||||||
Liberty Media: | ||||||||||||||||||||||||||||||||||||||||
Expenses (c) | $ | (1,025 | ) | $ | (13,514 | ) | $ | (30,931 | ) | |||||||||||||||||||||||||||||||
(a) | Under our agreements with Sirius XM Canada, we receive a percentage-based royalty for certain types of subscription revenue earned by Sirius XM Canada for the distribution of Sirius and XM channels, royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income. | |||||||||||||||||||||||||||||||||||||||
(b) | During the year ended December 31, 2014, our share of Sirius XM Canada’s net earnings included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. Sirius XM Canada declared dividends to us of $43,492, $16,796 and $7,749 during the years ended December 31, 2014, 2013 and 2012, respectively. These dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Interest and investment income for the remaining portion. This amount includes amortization related to the equity method intangible assets of $363, $1,454 and $974 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||||||||||||||||
(c) | We recognized Interest expense associated with the portion of the 7% Exchangeable Senior Subordinated Notes due 2014, the portion of the 7.625% Senior Notes due 2018, and the portion of the 8.75% Senior Notes due 2015 held by Liberty Media through December 2014, October 2013 and August 2013, respectively. |
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Long-term Debt Instruments | Our debt as of December 31, 2014 and 2013 consisted of the following: | ||||||||||||||||||||
Carrying value at | |||||||||||||||||||||
Issuer / Borrower | Issued | Debt | Maturity Date | Interest Payable | Principal Amount | December 31, 2014 | 31-Dec-13 | ||||||||||||||
Sirius XM | Aug-08 | 7% Exchangeable | December 1, 2014 | semi-annually on June 1 and December 1 | $ | — | $ | — | $ | 500,481 | |||||||||||
(a) | Senior Subordinated Notes (the "Exchangeable Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.25% Senior Notes | May 15, 2020 | semi-annually on May 15 and November 15 | 500,000 | 495,529 | 494,809 | ||||||||||||||
(a)(b) | (the "4.25% Notes") | ||||||||||||||||||||
Sirius XM | Sep-13 | 5.875% Senior Notes | October 1, 2020 | semi-annually on April 1 and October 1 | 650,000 | 643,790 | 642,914 | ||||||||||||||
(a)(b) | (the "5.875% Notes") | ||||||||||||||||||||
Sirius XM | Aug-13 | 5.75% Senior Notes | August 1, 2021 | semi-annually on February 1 and August 1 | 600,000 | 595,091 | 594,499 | ||||||||||||||
(a)(b) | (the "5.75% Notes") | ||||||||||||||||||||
Sirius XM | May-13 | 4.625% Senior Notes | May 15, 2023 | semi-annually on May 15 and November 15 | 500,000 | 495,116 | 494,653 | ||||||||||||||
(a)(b) | (the "4.625% Notes") | ||||||||||||||||||||
Sirius XM | May-14 | 6.00% Senior Notes | July 15, 2024 | semi-annually on January 15 and July 15 | 1,500,000 | 1,483,918 | — | ||||||||||||||
(a)(b)(c) | (the "6.00% Notes") | ||||||||||||||||||||
Sirius XM | Aug-12 | 5.25% Senior Secured Notes (the "5.25% Notes") | August 15, 2022 | semi-annually on February 15 and August 15 | 400,000 | 395,147 | 394,648 | ||||||||||||||
(a)(b)(d) | |||||||||||||||||||||
Sirius XM | Dec-12 | Senior Secured Revolving Credit Facility (the "Credit Facility") | 5-Dec-17 | variable fee paid quarterly | 1,250,000 | 380,000 | 460,000 | ||||||||||||||
(e) | |||||||||||||||||||||
Sirius XM | Various | Capital leases | Various | n/a | n/a | 12,754 | 19,591 | ||||||||||||||
Total Debt | 4,501,345 | 3,601,595 | |||||||||||||||||||
Less: total current maturities non-related party | 7,482 | 496,815 | |||||||||||||||||||
Less: total current maturities related party | — | 10,959 | |||||||||||||||||||
Total long-term debt | $ | 4,493,863 | $ | 3,093,821 | |||||||||||||||||
(a) | The carrying value of the notes are net of the remaining unamortized original issue discount. | ||||||||||||||||||||
(b) | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||||||||||||||||
(c) | In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875. | ||||||||||||||||||||
(d) | In April 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. | ||||||||||||||||||||
(e) | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.35% per annum as of December 31, 2014. As of December 31, 2014, $870,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our consolidated balance sheets due to the long-term maturity of this debt. |
Stockholders_Equity_Tables
Stockholders Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Schedule of Repurchase Agreements | The following table summarizes our share repurchase activity for the years ended: | |||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||
Share Repurchase Type | Shares | Amount | Shares | Amount | ||||||||||
Open Market and Privately Negotiated Repurchases (a) | 422,965,443 | $ | 1,426,428 | 476,545,601 | $ | 1,602,360 | ||||||||
Liberty Media (b) | 92,888,561 | 340,000 | 43,712,265 | 160,000 | ||||||||||
May 2014 ASR Agreement (c) | 151,846,125 | 506,404 | — | — | ||||||||||
August 2014 ASR Agreement (d) | 71,316,503 | 250,000 | — | — | ||||||||||
Total Repurchases | 739,016,632 | $ | 2,522,832 | 520,257,866 | $ | 1,762,360 | ||||||||
(a) | As of December 31, 2014 and 2013, $26,034 and $0, respectively, of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statements of stockholders' equity. | |||||||||||||
(b) | On October 9, 2013, we entered into an agreement to repurchase $500,000 of our common stock from Liberty Media. Pursuant to this agreement, we repurchased 43,712,265 shares of our common stock for $160,000 from Liberty Media in 2013. On April 25, 2014, we completed the final purchase installment and repurchased 92,888,561 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. As there were certain terms in the forward purchase contract with Liberty Media that could have caused the obligation not to be fulfilled, the instrument was classified as a liability and was marked to fair value with any gain or loss recorded to our consolidated statements of comprehensive income. We recognized $34,485 and $20,393 to Loss on change in value of derivatives in our consolidated statements of comprehensive income during the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
(c) | In May 2014, we entered into an accelerated share repurchase agreement (the "May ASR Agreement") under which we prepaid $600,000 to a third-party financial institution to repurchase our common stock. Under the May ASR Agreement, we received 151,846,125 shares of our common stock that were retired upon receipt and the counter party returned to us $93,596 for the unused portion of the original prepayment. | |||||||||||||
(d) | In August 2014, we entered into a second accelerated share repurchase agreement (the "August ASR Agreement") under which we prepaid $250,000 to a third-party financial institution to repurchase our common stock. Under the August ASR Agreement, we received an aggregate of 71,316,503 shares of our common stock that were retired upon receipt. |
Benefit_Plans_Tables
Benefit Plans (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||
Fair value of options granted to employees and members of our board of directors | The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Risk-free interest rate | 1.60% | 1.40% | 0.80% | ||||||||||
Expected life of options — years | 4.72 | 4.73 | 5.06 | ||||||||||
Expected stock price volatility | 33% | 47% | 49% | ||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||
Stock options activity under share-based payment plans | The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2014, 2013 and 2012 (options in thousands): | ||||||||||||
Options | Weighted- | Weighted-Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | |||||||||||
Exercise | Contractual Term | Value | |||||||||||
Price (1) | (Years) | ||||||||||||
Outstanding at the beginning of January 1, 2012 | 439,580 | $ | 1.25 | ||||||||||
Granted | 58,626 | $ | 2.53 | ||||||||||
Exercised | (214,199 | ) | $ | 0.59 | |||||||||
Forfeited, cancelled or expired | (9,495 | ) | $ | 3.09 | |||||||||
Outstanding as of December 31, 2012 | 274,512 | $ | 1.92 | ||||||||||
Granted | 57,228 | $ | 3.59 | ||||||||||
Exercised | (61,056 | ) | $ | 1.31 | |||||||||
Forfeited, cancelled or expired | (6,445 | ) | $ | 2.02 | |||||||||
Outstanding as of December 31, 2013 | 264,239 | $ | 2.42 | ||||||||||
Granted | 61,852 | $ | 3.39 | ||||||||||
Exercised | (46,943 | ) | $ | 1.63 | |||||||||
Forfeited, cancelled or expired | (11,294 | ) | $ | 4.08 | |||||||||
Outstanding as of December 31, 2014 | 267,854 | $ | 2.72 | 7.09 | $ | 246,067 | |||||||
Exercisable as of December 31, 2014 | 121,272 | $ | 2.27 | 5.28 | $ | 179,913 | |||||||
-1 | The weighted-average exercise price for options outstanding as of December 31, 2012 in the table above has been adjusted to reflect the reduction to the exercise prices related to the December 28, 2012 special cash dividend. | ||||||||||||
Summary of restricted stock unit activity | The following table summarizes the nonvested restricted stock unit activity under our share-based plans for the years ended December 31, 2014, 2013 and 2012 (shares in thousands): | ||||||||||||
Shares | Grant Date Fair Value | ||||||||||||
Nonvested as of January 1, 2012 | 421 | $ | 1.46 | ||||||||||
Granted | 8 | $ | — | ||||||||||
Vested | — | $ | — | ||||||||||
Forfeited | — | $ | — | ||||||||||
Nonvested as of December 31, 2012 | 429 | $ | 3.25 | ||||||||||
Granted | 6,873 | $ | 3.59 | ||||||||||
Vested | (192 | ) | $ | 3.27 | |||||||||
Forfeited | (126 | ) | $ | 3.61 | |||||||||
Nonvested as of December 31, 2013 | 6,984 | $ | 3.58 | ||||||||||
Granted | 6,108 | $ | 3.38 | ||||||||||
Vested | (1,138 | ) | $ | 3.62 | |||||||||
Forfeited | (379 | ) | $ | 3.52 | |||||||||
Nonvested as of December 31, 2014 | 11,575 | $ | 3.47 | ||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
Expected contractual cash commitments | The following table summarizes our expected contractual cash commitments as of December 31, 2014: | |||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Debt obligations | $ | 7,482 | $ | 4,266 | $ | 380,928 | $ | 78 | $ | — | $ | 4,150,000 | $ | 4,542,754 | ||||||||||||||
Cash interest payments | 240,874 | 240,551 | 240,803 | 228,063 | 228,063 | 711,750 | 1,890,104 | |||||||||||||||||||||
Satellite and transmission | 15,364 | 4,594 | 3,643 | 4,170 | 4,187 | 12,719 | 44,677 | |||||||||||||||||||||
Programming and content | 231,272 | 109,903 | 74,816 | 60,150 | 48,333 | 60,000 | 584,474 | |||||||||||||||||||||
Marketing and distribution | 31,645 | 13,114 | 9,185 | 8,298 | 6,218 | 1,538 | 69,998 | |||||||||||||||||||||
Satellite incentive payments | 11,511 | 12,367 | 13,296 | 14,302 | 10,652 | 43,527 | 105,655 | |||||||||||||||||||||
Operating lease obligations | 49,408 | 43,634 | 36,636 | 34,036 | 29,224 | 200,884 | 393,822 | |||||||||||||||||||||
Other | 66,462 | 13,829 | 2,479 | 895 | 150 | 50 | 83,865 | |||||||||||||||||||||
Total (1) | $ | 654,018 | $ | 442,258 | $ | 761,786 | $ | 349,992 | $ | 326,827 | $ | 5,180,468 | $ | 7,715,349 | ||||||||||||||
-1 | The table does not include our reserve for uncertain tax positions, which at December 31, 2014 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Components of Income Tax Expense | Income tax (expense) benefit consisted of the following: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current taxes: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | (7,743 | ) | (5,359 | ) | (1,319 | ) | ||||||
Foreign | (2,341 | ) | 5,269 | (2,265 | ) | |||||||
Total current taxes | (10,084 | ) | (90 | ) | (3,584 | ) | ||||||
Deferred taxes: | ||||||||||||
Federal | (302,350 | ) | (211,044 | ) | 2,729,823 | |||||||
State | (25,111 | ) | (48,743 | ) | 271,995 | |||||||
Total deferred taxes | (327,461 | ) | (259,787 | ) | 3,001,818 | |||||||
Total income tax (expense) benefit | $ | (337,545 | ) | $ | (259,877 | ) | $ | 2,998,234 | ||||
Schedule of Effective Income Tax Rate Reconciliation | The following table indicates the significant elements contributing to the difference between the federal tax (expense) benefit at the statutory rate and at our effective rate: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal tax expense, at statutory rate | $ | (290,775 | ) | $ | (222,982 | ) | $ | (166,064 | ) | |||
State income tax expense, net of federal benefit | (32,067 | ) | (19,031 | ) | (16,606 | ) | ||||||
State income rate changes | 5,334 | (8,666 | ) | (2,251 | ) | |||||||
Non-deductible expenses | (13,914 | ) | (9,545 | ) | (477 | ) | ||||||
Change in valuation allowance | 2,836 | 4,228 | 3,195,651 | |||||||||
Other, net | (8,959 | ) | (3,881 | ) | (12,019 | ) | ||||||
Income tax (expense) benefit | $ | (337,545 | ) | $ | (259,877 | ) | $ | 2,998,234 | ||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 1,818,719 | $ | 2,207,583 | ||||||||
GM payments and liabilities | 539 | 1,984 | ||||||||||
Deferred revenue | 691,323 | 606,430 | ||||||||||
Severance accrual | 271 | 388 | ||||||||||
Accrued bonus | 28,170 | 25,830 | ||||||||||
Expensed costs capitalized for tax | 19,624 | 22,679 | ||||||||||
Deferred financing costs | 958 | 664 | ||||||||||
Investments | 46,751 | 45,078 | ||||||||||
Stock based compensation | 79,296 | 71,794 | ||||||||||
Other | 36,597 | 31,735 | ||||||||||
Total deferred tax assets | 2,722,248 | 3,014,165 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Depreciation of property and equipment | (237,971 | ) | (188,675 | ) | ||||||||
FCC license | (789,857 | ) | (778,152 | ) | ||||||||
Other intangible assets | (213,086 | ) | (233,983 | ) | ||||||||
Total deferred tax liabilities | (1,240,914 | ) | (1,200,810 | ) | ||||||||
Net deferred tax assets before valuation allowance | 1,481,334 | 1,813,355 | ||||||||||
Valuation allowance | (4,995 | ) | (7,831 | ) | ||||||||
Total net deferred tax asset | $ | 1,476,339 | $ | 1,805,524 | ||||||||
Summary of Income Tax Contingencies | Changes in our uncertain income tax positions, from January 1 through December 31 are presented below: | |||||||||||
2014 | 2013 | |||||||||||
Balance, beginning of year | $ | 1,432 | $ | 1,432 | ||||||||
Additions for tax positions from prior years | — | — | ||||||||||
Balance, end of year | $ | 1,432 | $ | 1,432 | ||||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data -- Unaudited (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Quarterly Financial Information | Our quarterly results of operations are summarized below: | |||||||||||||||
For the Three Months Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
2014 | ||||||||||||||||
Total revenue | $ | 997,711 | $ | 1,035,345 | $ | 1,057,087 | $ | 1,090,952 | ||||||||
Cost of services | $ | (390,534 | ) | $ | (393,185 | ) | $ | (403,519 | ) | $ | (421,098 | ) | ||||
Income from operations | $ | 247,407 | $ | 284,578 | $ | 294,028 | $ | 293,657 | ||||||||
Net income | $ | 93,988 | $ | 119,961 | $ | 136,170 | $ | 143,122 | ||||||||
Net income per common share--basic | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | 0.03 | ||||||||
Net income per common share--diluted (1) | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | 0.03 | ||||||||
2013 | ||||||||||||||||
Total revenue | $ | 897,398 | $ | 940,110 | $ | 961,509 | $ | 1,000,078 | ||||||||
Cost of services | $ | (330,257 | ) | $ | (331,465 | ) | $ | (336,464 | ) | $ | (396,304 | ) | ||||
Income from operations | $ | 246,931 | $ | 267,736 | $ | 284,529 | $ | 245,357 | ||||||||
Net income | $ | 123,602 | $ | 125,522 | $ | 62,894 | $ | 65,197 | ||||||||
Net income per common share--basic | $ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||
Net income per common share--diluted | $ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||
-1 | The sum of quarterly net income per share applicable to common stockholders (diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. |
Business_Basis_of_Presentation1
Business & Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Line | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of satellite radio systems | 2 |
Number of reportable segments | 1 |
Minimum [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Length of prepaid subscriptions, term | 3 months |
Maximum [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Length of prepaid subscriptions, term | 12 months |
Business_Basis_of_Presentation2
Business & Basis of Presentation (Details 1) (Common Stock [Member], Liberty Media [Member]) | Dec. 31, 2014 |
Common Stock [Member] | Liberty Media [Member] | |
Related Party Transaction [Line Items] | |
Related party ownership percentage (greater than 50%) | 50.00% |
Acquisitions_Details
Acquisitions (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | |||
Acquisition of business, net of cash acquired | $1,144 | ($525,352) | $0 |
Goodwill | 2,205,107 | 2,204,553 | |
Agero, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Increase in goodwill due to adjustment | 554 | ||
Acquisition of business, net of cash acquired | 1,144 | ||
Goodwill | $390,016 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Advertising expense | $222,962 | $178,364 | $139,830 | |
Research and development expense | 54,109 | 50,564 | 42,605 | |
Accumulated other comprehensive loss, net of tax | 1,309,837 | 2,745,742 | 4,039,565 | 704,145 |
Foreign currency translation adjustment (loss), net of tax | -94 | -428 | 49 | |
Sirius XM Canada [Member] | 8% Convertible Unsecured Subordinated Debentures [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Interest rate on instrument | 8.00% | |||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss, net of tax | -402 | -308 | 120 | 71 |
Accumulated Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification adjustment for foreign currency translation out of accumulated other comprehensive income(loss) | $223 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | ||||||||||||||
USD ($) | USD ($) | Level 2 [Member] | Level 2 [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Sirius XM Canada [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | Related Party Current Liabilities [Member] | 8% Convertible Unsecured Subordinated Debentures [Member] | |||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Liberty Media [Member] | Sirius XM Canada [Member] | |||||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Level 2 [Member] | Level 2 [Member] | CAD | |||||||||||||||||||||
USD ($) | USD ($) | ||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Investment balance, fair value | $246,500,000 | [1] | $432,200,000 | [1] | $246,500,000 | [1] | $432,200,000 | [1] | |||||||||||||||||||||
Fair value of host contract of debenture | 0 | [2] | 3,641,000 | [2] | 0 | [2] | 3,641,000 | [2] | |||||||||||||||||||||
Fair value of embedded derivative of debenture | 0 | [2] | 57,000 | [2] | 0 | [2] | 57,000 | [2] | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Debt, fair value | 4,613,044,000 | [3] | 4,066,755,000 | [3] | 4,613,044,000 | [3] | 4,066,755,000 | [3] | |||||||||||||||||||||
Derivatives asset (liability), fair value | 0 | [4] | 15,702,000 | [4] | 0 | [4] | 15,702,000 | [4] | |||||||||||||||||||||
Investment balance, carrying value | 2,654,000 | 26,972,000 | |||||||||||||||||||||||||||
Investment in related party debt | 4,000,000 | ||||||||||||||||||||||||||||
Interest rate on instrument | 8.00% | ||||||||||||||||||||||||||||
[1] | This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was $2,654 and $26,972 as of December 31, 2014 and 2013, respectively. | ||||||||||||||||||||||||||||
[2] | As of December 31, 2013, we held an investment in CAD $4,000 face value of 8% convertible unsecured subordinated debentures issued by Sirius XM Canada for which the embedded conversion feature was bifurcated from the host contract. Sirius XM Canada redeemed and converted the debentures during the year ended December 31, 2014. | ||||||||||||||||||||||||||||
[3] | The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 14 for information related to the carrying value of our debt as of December 31, 2014 and December 31, 2013. | ||||||||||||||||||||||||||||
[4] | The final installment under the share repurchase agreement with Liberty Media was settled on April 25, 2014. The fair value of the derivative associated with the share repurchase agreement was determined using observable inputs, including the U.S. spot LIBOR curve and other available market data and was recorded in our consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to our statements of comprehensive income. |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||
Numerator: | ||||||||||||||||||
Net income | $143,122 | $136,170 | $119,961 | $93,988 | $65,197 | $62,894 | $125,522 | $123,602 | $493,241 | $377,215 | $3,472,702 | |||||||
Less: | ||||||||||||||||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 0 | -3,825 | -1,084,895 | |||||||||||||||
Dividends paid to preferred stockholders | 0 | 0 | -64,675 | |||||||||||||||
Net income available to common stockholders for basic net income per common share | 493,241 | 373,390 | 2,323,132 | |||||||||||||||
Add back: | ||||||||||||||||||
Allocation of undistributed income to Series B Preferred Stock | 0 | 3,825 | 1,084,895 | |||||||||||||||
Dividends paid to preferred stockholders | 0 | 0 | 64,675 | |||||||||||||||
Effect of interest on assumed conversions of convertible debt | 0 | 0 | 38,500 | |||||||||||||||
Net income available to common stockholders for diluted net income per common share | $493,241 | $377,215 | $3,511,202 | |||||||||||||||
Denominator: | ||||||||||||||||||
Weighted average common shares outstanding for basic net income per common share (in shares) | 5,788,944 | [1] | 6,227,646 | [1] | 4,209,073 | [1] | ||||||||||||
Weighted average impact of assumed Series B Preferred Stock conversion (in shares) | 0 | 63,789 | 2,215,900 | |||||||||||||||
Weighted average impact of assumed convertible debt (in shares) | 0 | [2] | 0 | [2] | 298,725 | [2] | ||||||||||||
Weighted average impact of other dilutive equity instruments (in shares) | 73,076 | 93,356 | 150,088 | |||||||||||||||
Weighted average shares for diluted net income per common share (in shares) | 5,862,020 | 6,384,791 | 6,873,786 | |||||||||||||||
Net income per common share: | ||||||||||||||||||
Basic (in dollars per share) | $0.03 | $0.02 | $0.02 | $0.02 | $0.01 | $0.01 | $0.02 | $0.02 | $0.09 | $0.06 | $0.55 | |||||||
Diluted (in dollars per share) | $0.03 | [3] | $0.02 | [3] | $0.02 | [3] | $0.02 | [3] | $0.01 | $0.01 | $0.02 | $0.02 | $0.08 | $0.06 | $0.51 | |||
[1] | For the year ended December 31, 2014, the weighted-average common shares outstanding for basic net income per common share includes approximately 31,078,000 shares of the 272,855,859 shares related to the conversion of the 7% Exchangeable Senior Subordinated Notes due 2014, due to the weighted-average in calculating earnings per share. | |||||||||||||||||
[2] | During the years ended December 31, 2013 and 2012, the common stock reserved for conversion in connection with the 7% Exchangeable Senior Subordinated Notes due 2014 were considered to be anti-dilutive and dilutive, respectively, in our calculation of diluted net income per share. | |||||||||||||||||
[3] | The sum of quarterly net income per share applicable to common stockholders (diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. |
Earnings_per_Share_Details_Tex
Earnings per Share (Details Textual) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Jan. 18, 2013 | Jan. 31, 2013 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Anti-dilutive common stock equivalents (in shares) | 132,162,000 | 365,177,000 | 147,125,000 | ||||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Conversion of Exchangeable Notes to common stock included in weighted average number of shares (in shares) | 31,078,000 | ||||||||
Conversion of Exchangeable Notes to common stock (in shares) | 272,855,859 | ||||||||
Interest rate on instrument | 7.00% | [1] | 7.00% | [1] | 7.00% | 7.00% | [1] | ||
Common Stock [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Conversion of preferred stock to common stock (in shares) | 1,293,509,076 | 1,293,467,684 | |||||||
Conversion of Exchangeable Notes to common stock (in shares) | 272,855,859 | 27,687,850 | |||||||
Liberty Media [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Conversion of Exchangeable Notes to common stock (in shares) | 5,974,510 | ||||||||
Interest rate on instrument | 7.00% | 7.00% | 7.00% | ||||||
Liberty Media [Member] | Common Stock [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Conversion of preferred stock to common stock (in shares) | 1,293,509,076 | 1,293,509,076 | |||||||
Liberty Media [Member] | Series B Preferred Stock [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Conversion of preferred stock to common stock (in shares) | 6,250,100 | ||||||||
[1] | The carrying value of the notes are net of the remaining unamortized original issue discount. |
Accounts_Receivable_net_Detail
Accounts Receivable, net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts receivable, net | ||
Total Receivables, net | $220,579 | $192,912 |
Customer accounts receivable [Member] | ||
Accounts receivable, net | ||
Accounts receivable | 101,634 | 95,562 |
Allowance for doubtful accounts | -7,815 | -9,078 |
Total Receivables, net | 93,819 | 86,484 |
Receivables from distributors [Member] | ||
Accounts receivable, net | ||
Total Receivables, net | 105,731 | 88,975 |
Other receivables [Member] | ||
Accounts receivable, net | ||
Total Receivables, net | $21,029 | $17,453 |
Inventory_net_Details
Inventory, net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory, net | ||
Raw materials | $12,150 | $12,358 |
Finished goods | 17,971 | 15,723 |
Allowance for obsolescence | -10,724 | -14,218 |
Total inventory, net | $19,397 | $13,863 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | |||
Impairment loss for goodwill | $0 | $0 | $0 |
Accumulated impairment of goodwill since the Merger | 4,766,190,000 | ||
Goodwill reduced for the exercise and vesting of certain stock awards | 0 | 274,000 | 19,491,000 |
Agero, Inc. [Member] | |||
Goodwill [Line Items] | |||
Increase in goodwill due to adjustment | $554,000 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of definite life intangible assets | ||
Accumulated amortization | ($363,244) | ($308,228) |
Net carrying value | 311,392 | |
Total intangible assets, Gross carrying value | 3,008,290 | 3,008,290 |
Total intangible assets, Net carrying value | 2,645,046 | 2,700,062 |
Subscriber relationships [Member] | ||
Summary of definite life intangible assets | ||
Weighted average useful lives (in years) | 9 years | |
Gross carrying value | 380,000 | 380,000 |
Accumulated amortization | -305,755 | -271,372 |
Net carrying value | 74,245 | 108,628 |
Licensing agreements [Member] | ||
Summary of definite life intangible assets | ||
Weighted average useful lives (in years) | 9 years 1 month 6 days | |
Gross carrying value | 45,289 | 45,289 |
Accumulated amortization | -23,290 | -19,604 |
Net carrying value | 21,999 | 25,685 |
Proprietary software [Member] | ||
Summary of definite life intangible assets | ||
Weighted average useful lives (in years) | 6 years | |
Gross carrying value | 16,552 | 16,552 |
Accumulated amortization | -13,973 | -13,384 |
Net carrying value | 2,579 | 3,168 |
Developed technology [Member] | ||
Summary of definite life intangible assets | ||
Weighted average useful lives (in years) | 10 years | |
Gross carrying value | 2,000 | 2,000 |
Accumulated amortization | -1,283 | -1,083 |
Net carrying value | 717 | 917 |
Leasehold interests [Member] | ||
Summary of definite life intangible assets | ||
Weighted average useful lives (in years) | 7 years 4 months 24 days | |
Gross carrying value | 132 | 132 |
Accumulated amortization | -114 | -96 |
Net carrying value | 18 | 36 |
FCC licenses [Member] | ||
Summary of indefinite life intangible assets | ||
Carrying value | 2,083,654 | 2,083,654 |
Trademark [Member] | ||
Summary of indefinite life intangible assets | ||
Carrying value | 250,000 | 250,000 |
Agero, Inc. [Member] | Original equipment manufacturer relationships (OEM) [Member] | ||
Summary of definite life intangible assets | ||
Weighted average useful lives (in years) | 15 years | |
Gross carrying value | 220,000 | 220,000 |
Accumulated amortization | -17,111 | -2,444 |
Net carrying value | 202,889 | 217,556 |
Agero, Inc. [Member] | Proprietary software [Member] | ||
Summary of definite life intangible assets | ||
Weighted average useful lives (in years) | 10 years | |
Gross carrying value | 10,663 | 10,663 |
Accumulated amortization | -1,718 | -245 |
Net carrying value | $8,945 | $10,418 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | ||
SIRIUS FM-1 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | 2017 | |
SIRIUS FM-2 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | 2017 | |
SIRIUS FM-3 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | 2017 | |
SIRIUS FM-5 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | 2017 | |
SIRIUS FM-6 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | 2022 | |
XM-1 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | [1] | |
XM-3 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | 2021 | |
XM-4 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | 2022 | |
XM-5 [Member] | ||
Years in which licenses expires | ||
Year in which our FCC license expires | 2018 | |
[1] | The FCC license for this satellite has expired. The FCC has granted us special temporary authority to operate this satellite and prepare it for deorbiting maneuvers. |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Expected amortization expense for each of the fiscal years | |
2015 | $51,700 |
2016 | 48,545 |
2017 | 34,882 |
2018 | 19,463 |
2019 | 19,026 |
Thereafter | 137,776 |
Net carrying value | $311,392 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite and Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $0 | $0 | $0 |
Intangible assets (Additional Textual) [Abstract] | |||
Amortization of intangible assets | 55,016,000 | 50,011,000 | 53,620,000 |
Impairment of definite-lived intangible assets | $0 | $0 | $0 |
Subscriber relationships [Member] | |||
Intangible assets (Additional Textual) [Abstract] | |||
Weighted average useful lives (in years) | 9 years | ||
Licensing agreements [Member] | |||
Intangible assets (Additional Textual) [Abstract] | |||
Weighted average useful lives (in years) | 9 years 1 month 6 days | ||
Original equipment manufacturer relationships (OEM) [Member] | Agero, Inc. [Member] | |||
Intangible assets (Additional Textual) [Abstract] | |||
Weighted average useful lives (in years) | 15 years | ||
Proprietary software [Member] | Agero, Inc. [Member] | |||
Intangible assets (Additional Textual) [Abstract] | |||
Weighted average useful lives (in years) | 10 years |
Interest_Costs_Details
Interest Costs (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Interest Cost | |||
Interest costs charged to expense | $269,010 | $204,671 | $265,321 |
Interest costs capitalized | 480 | 26,445 | 31,982 |
Total interest costs incurred | 269,490 | 231,116 | 297,303 |
Interest Costs (Textual) [Abstract] | |||
Non cash interest expense included in interest costs | $21,039 | $21,698 | $35,924 |
Property_and_Equipment_Details
Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Satellite system [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Satellite system [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Terrestrial repeater network [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Terrestrial repeater network [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Broadcast studio equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Broadcast studio equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Capitalized software and hardware [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Capitalized software and hardware [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Satellite telemetry, tracking and control facilities [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Satellite telemetry, tracking and control facilities [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Furniture, fixtures, equipment and other [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Furniture, fixtures, equipment and other [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Property_and_Equipment_Details1
Property and Equipment (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property and equipment, net | ||
Total property and equipment | $3,359,678 | $3,251,690 |
Accumulated depreciation and amortization | -1,849,566 | -1,657,116 |
Property and equipment, net | 1,510,112 | 1,594,574 |
Satellite system [Member] | ||
Property and equipment, net | ||
Total property and equipment | 2,397,611 | 2,407,423 |
Terrestrial repeater network [Member] | ||
Property and equipment, net | ||
Total property and equipment | 108,341 | 109,367 |
Leasehold improvements [Member] | ||
Property and equipment, net | ||
Total property and equipment | 48,677 | 46,173 |
Broadcast studio equipment [Member] | ||
Property and equipment, net | ||
Total property and equipment | 61,306 | 59,020 |
Capitalized software and hardware [Member] | ||
Property and equipment, net | ||
Total property and equipment | 340,738 | 298,267 |
Satellite telemetry, tracking and control facilities [Member] | ||
Property and equipment, net | ||
Total property and equipment | 71,268 | 63,944 |
Furniture, fixtures, equipment and other [Member] | ||
Property and equipment, net | ||
Total property and equipment | 78,237 | 67,275 |
Land [Member] | ||
Property and equipment, net | ||
Total property and equipment | 38,411 | 38,411 |
Building [Member] | ||
Property and equipment, net | ||
Total property and equipment | 59,373 | 58,662 |
Construction in progress [Member] | ||
Property and equipment, net | ||
Total property and equipment | $155,716 | $103,148 |
Property_and_Equipment_Details2
Property and Equipment (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Construction in progress | ||
Construction in progress | $155,716 | $103,148 |
Satellite system [Member] | ||
Construction in progress | ||
Construction in progress | 12,912 | 11,879 |
Terrestrial repeater network [Member] | ||
Construction in progress | ||
Construction in progress | 48,406 | 30,078 |
Capitalized software [Member] | ||
Construction in progress | ||
Construction in progress | 77,755 | 39,924 |
Other [Member] | ||
Construction in progress | ||
Construction in progress | $16,643 | $21,267 |
Property_and_Equipment_Details3
Property and Equipment (Details 3) | 12 Months Ended | |
Dec. 31, 2014 | ||
SIRIUS FM-1 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2000 | [1] |
Orbiting satellites, estimated end of depreciable life | 2013 | [1] |
SIRIUS FM-2 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2000 | [1] |
Orbiting satellites, estimated end of depreciable life | 2013 | [1] |
SIRIUS FM-3 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2000 | |
Orbiting satellites, estimated end of depreciable life | 2015 | |
SIRIUS FM-5 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2009 | |
Orbiting satellites, estimated end of depreciable life | 2024 | |
SIRIUS FM-6 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2013 | |
Orbiting satellites, estimated end of depreciable life | 2028 | |
XM-1 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2001 | [1] |
Orbiting satellites, estimated end of depreciable life | 2013 | [1] |
XM-3 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2005 | |
Orbiting satellites, estimated end of depreciable life | 2020 | |
XM-4 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2006 | |
Orbiting satellites, estimated end of depreciable life | 2021 | |
XM-5 [Member] | ||
Summary of orbiting satellites | ||
Orbiting satellites, year delivered | 2010 | |
Orbiting satellites, estimated end of depreciable life | 2025 | |
[1] | Satellite was fully depreciated as of December 31, 2014 but is still in operation. |
Property_and_Equipment_Details4
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
satellite | |||
Property, Plant and Equipment [Abstract] | |||
Impairment charges | $0 | $0 | $0 |
Depreciation expense on property and equipment | 211,407,000 | 203,303,000 | 212,675,000 |
Disposal of property and equipment | 19,398,000 | 16,039,000 | 5,251,000 |
Loss on disposal of assets | $220,000 | $351,000 | $657,000 |
Number of owned satellites | 9 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Related Party Balances | ||||||
Related party current assets | $4,344 | $9,145 | ||||
Related party long-term assets | 3,000 | 30,164 | ||||
Related party current liabilities | 4,340 | 20,320 | ||||
Current maturities of long-term related party debt | 0 | 10,959 | ||||
Related party long-term liabilities | 13,635 | 16,337 | ||||
Related Party Revenue and Expenses [Abstract] | ||||||
Share of net (losses) earnings | 5,547 | 5,865 | -420 | |||
Liberty Media [Member] | ||||||
Related Party Balances | ||||||
Related party current assets | 0 | 278 | ||||
Related party long-term assets | 0 | 0 | ||||
Related party current liabilities | 0 | 15,766 | ||||
Current maturities of long-term related party debt | 0 | 10,959 | ||||
Related party long-term liabilities | 0 | 0 | ||||
Related Party Revenue and Expenses [Abstract] | ||||||
Related party interest expense | -1,025 | [1] | -13,514 | [1] | -30,931 | [1] |
Sirius XM Canada [Member] | ||||||
Related Party Balances | ||||||
Related party current assets | 4,344 | 8,867 | ||||
Related party long-term assets | 3,000 | 27,619 | ||||
Related party current liabilities | 4,340 | 4,554 | ||||
Current maturities of long-term related party debt | 0 | 0 | ||||
Related party long-term liabilities | 13,635 | 16,337 | ||||
Related Party Revenue and Expenses [Abstract] | ||||||
Revenue | 49,691 | [2] | 48,935 | [2] | 39,477 | [2] |
Share of net (losses) earnings | 15,517 | [3] | 5,865 | [3] | -420 | [3] |
M-Way Solutions GmbH [Member] | ||||||
Related Party Balances | ||||||
Related party current assets | 0 | 0 | ||||
Related party long-term assets | 0 | 2,545 | ||||
Related party current liabilities | 0 | 0 | ||||
Current maturities of long-term related party debt | 0 | 0 | ||||
Related party long-term liabilities | $0 | $0 | ||||
[1] | We recognized Interest expense associated with the portion of the 7% Exchangeable Senior Subordinated Notes due 2014, the portion of the 7.625% Senior Notes due 2018, and the portion of the 8.75% Senior Notes due 2015 held by Liberty Media through December 2014, October 2013 and August 2013, respectively. | |||||
[2] | Under our agreements with Sirius XM Canada, we receive a percentage-based royalty for certain types of subscription revenue earned by Sirius XM Canada for the distribution of Sirius and XM channels, royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income. | |||||
[3] | During the year ended December 31, 2014, our share of Sirius XM Canada’s net earnings included a gain of $1,251 related to the fair value received in excess of the carrying value associated with the redemption of our investment in Sirius XM Canada’s 8% convertible unsecured subordinated debentures in February 2014. Sirius XM Canada declared dividends to us of $43,492, $16,796 and $7,749 during the years ended December 31, 2014, 2013 and 2012, respectively. These dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Interest and investment income for the remaining portion. This amount includes amortization related to the equity method intangible assets of $363, $1,454 and $974 for the years ended December 31, 2014, 2013 and 2012, respectively. |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual 1) (USD $) | 1 Months Ended | 12 Months Ended | |
Share data in Millions, unless otherwise specified | Nov. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Liberty Media [Member] | Executives [Member] | |||
Related Party Transaction [Line Items] | |||
Number of Related Party Members on the Board of Directors | 2 | ||
Liberty Media [Member] | Director [Member] | |||
Related Party Transaction [Line Items] | |||
Number of Related Party Members on the Board of Directors | 1 | ||
Liberty Media [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Related party ownership percentage (greater than 50%) | 50.00% | ||
Sirius XM Canada [Member] | |||
Related Party Transaction [Line Items] | |||
Investment balance, carrying value | $2,654,000 | $26,972,000 | |
Sirius XM Canada shares owned (in shares) | 47.3 | ||
Equity method investment, ownership percentage | 37.00% | ||
Voting interest | 25.00% | ||
M-Way Solutions GmbH [Member] | |||
Related Party Transaction [Line Items] | |||
Investment balance, carrying value | 0 | ||
Loss recognized for other than temporary decline in fair value of investments | 2,342,000 | ||
Loss on disposal of investment | ($353,000) |
Related_Party_Transactions_Det2
Related Party Transactions (Details Textual 2) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Apr. 25, 2014 | Oct. 09, 2013 | Jul. 31, 2008 | ||||
Related Party Transaction [Line Items] | ||||||||||
Loss on change in value of derivatives | $34,485,000 | $20,393,000 | $0 | |||||||
Dividend received from unconsolidated entity investment | 17,019,000 | 22,065,000 | 1,185,000 | |||||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 | 0 | [1] | 0 | [1] | ||||||
Conversion of Exchangeable Notes to common stock (in shares) | 272,855,859 | |||||||||
Interest rate on instrument | 7.00% | [1] | 7.00% | [1] | 7.00% | 7.00% | [1] | |||
7.625% Senior Notes due 2018 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate on instrument | 7.63% | |||||||||
8.75% Senior Notes due 2015 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate on instrument | 8.75% | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion of Exchangeable Notes to common stock (in shares) | 272,855,859 | 27,687,850 | ||||||||
Liberty Media [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loss on change in value of derivatives | 34,485,000 | 20,393,000 | ||||||||
Liberty Media [Member] | 7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
7% Exchangeable Senior Subordinated Notes due 2014 | 11,000,000 | |||||||||
Conversion of Exchangeable Notes to common stock (in shares) | 5,974,510 | |||||||||
Interest rate on instrument | 7.00% | 7.00% | 7.00% | |||||||
Liberty Media [Member] | Related Party Current Liabilities [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Derivatives asset (liability), fair value | 0 | [2] | -15,702,000 | [2] | 0 | [2] | ||||
Liberty Media [Member] | Related Party Current Liabilities [Member] | Level 2 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Derivatives asset (liability), fair value | 0 | [2] | -15,702,000 | [2] | 0 | [2] | ||||
Liberty Media [Member] | Common Stock [Member] | October 2013 Share Repurchase Program [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock repurchase program, authorized amount | 500,000,000 | |||||||||
Stock repurchased and retired during period, value | 160,000,000 | |||||||||
Share price (in dollars per share) | $3.66 | |||||||||
Liberty Media [Member] | Common Stock [Member] | Amended October 2013 Share Repurchase Program [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock repurchased and retired during period, value | 340,000,000 | |||||||||
Sirius XM Canada [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Investment, equity method goodwill and intangible assets | 2,654,000 | 26,161,000 | 2,654,000 | |||||||
Related party deferred revenue, current | 2,776,000 | 2,776,000 | 2,776,000 | |||||||
Related party deferred revenue, non current | 13,415,000 | 16,190,000 | 13,415,000 | |||||||
Estimated fair value of deferred revenue from XM Canada | 34,000,000 | |||||||||
Dividend received from unconsolidated entity investment | $43,492,000 | $16,796,000 | $7,749,000 | |||||||
[1] | The carrying value of the notes are net of the remaining unamortized original issue discount. | |||||||||
[2] | The final installment under the share repurchase agreement with Liberty Media was settled on April 25, 2014. The fair value of the derivative associated with the share repurchase agreement was determined using observable inputs, including the U.S. spot LIBOR curve and other available market data and was recorded in our consolidated balance sheets in Related party current liabilities, with changes in fair value recorded to our statements of comprehensive income. |
Related_Party_Transactions_Det3
Related Party Transactions (Details Textual 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Amortization related to equity method intangible assets | $55,016 | $50,011 | $53,620 |
Sirius XM Canada [Member] | |||
Related Party Transaction [Line Items] | |||
Gain on conversion of debt | 1,251 | ||
Amortization related to equity method intangible assets | $363 | $1,454 | $974 |
8% Convertible Unsecured Subordinated Debentures [Member] | Sirius XM Canada [Member] | |||
Related Party Transaction [Line Items] | |||
Interest rate on instrument | 8.00% |
Investments_Details
Investments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments, All Other Investments [Abstract] | ||
Long-term restricted investments | $5,922 | $5,718 |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-14 | |||
Debt | |||||||
Capital leases | $12,754,000 | $19,591,000 | |||||
Total Debt | 4,501,345,000 | 3,601,595,000 | |||||
Less: total current maturities non-related party | 7,482,000 | 496,815,000 | |||||
Less: total current maturities related party | 0 | 10,959,000 | |||||
Total long-term debt | 4,493,863,000 | 3,093,821,000 | |||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | |||||||
Debt | |||||||
Interest rate on instrument | 7.00% | [1] | 7.00% | [1] | 7.00% | ||
Principal Amount | 0 | [1] | |||||
Debt carrying amount | 0 | [1] | 500,481,000 | [1] | |||
4.25% Senior Notes Due 2020 [Member] | |||||||
Debt | |||||||
Interest rate on instrument | 4.25% | [1],[2] | 4.25% | [1],[2] | |||
Principal Amount | 500,000,000 | [1],[2] | 500,000,000 | [1],[2] | |||
Debt carrying amount | 495,529,000 | [1],[2] | 494,809,000 | [1],[2] | |||
5.875% Senior Notes due 2020 [Member] | |||||||
Debt | |||||||
Interest rate on instrument | 5.88% | [1],[2] | 5.88% | [1],[2] | |||
Principal Amount | 650,000,000 | [1],[2] | 650,000,000 | [1],[2] | |||
Debt carrying amount | 643,790,000 | [1],[2] | 642,914,000 | [1],[2] | |||
5.75% Senior Notes due 2021 [Member] | |||||||
Debt | |||||||
Interest rate on instrument | 5.75% | [1],[2] | 5.75% | [1],[2] | |||
Principal Amount | 600,000,000 | [1],[2] | 600,000,000 | [1],[2] | |||
Debt carrying amount | 595,091,000 | [1],[2] | 594,499,000 | [1],[2] | |||
4.625% Senior Notes Due 2023 [Member] | |||||||
Debt | |||||||
Interest rate on instrument | 4.63% | [1],[2] | 4.63% | [1],[2] | |||
Principal Amount | 500,000,000 | [1],[2] | 500,000,000 | [1],[2] | |||
Debt carrying amount | 495,116,000 | [1],[2] | 494,653,000 | [1],[2] | |||
6.00% Senior Note Due July 15, 2024 [Member] | |||||||
Debt | |||||||
Interest rate on instrument | 6.00% | [1],[2],[3] | 6.00% | ||||
Principal Amount | 1,500,000,000 | [1],[2],[3] | 1,500,000,000 | [1],[2],[3] | |||
Debt carrying amount | 1,483,918,000 | [1],[2],[3] | 0 | [1],[2],[3] | |||
5.25% Senior Notes due 2022 [Member] | |||||||
Debt | |||||||
Interest rate on instrument | 5.25% | [1],[2],[4] | 5.25% | [1],[2],[4] | |||
Principal Amount | 400,000,000 | [1],[2],[4] | 400,000,000 | [1],[2],[4] | |||
Debt carrying amount | 395,147,000 | [1],[2],[4] | 394,648,000 | [1],[2],[4] | |||
Senior Secured Revolving Credit Facility [Member] | |||||||
Debt | |||||||
Credit facility, maximum borrowing capacity | 1,250,000,000 | [5] | 1,250,000,000 | [5] | 1,250,000,000 | ||
Debt carrying amount | $380,000,000 | [5] | $460,000,000 | [5] | |||
[1] | The carrying value of the notes are net of the remaining unamortized original issue discount. | ||||||
[2] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | ||||||
[3] | In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875. | ||||||
[4] | In April 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. | ||||||
[5] | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.35% per annum as of December 31, 2014. As of December 31, 2014, $870,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our consolidated balance sheets due to the long-term maturity of this debt. |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | 31-May-14 | ||||
Debt (Textual) [Abstract] | ||||||||
Amount paid on repurchase of debt | $1,016,420,000 | $1,782,160,000 | $915,824,000 | |||||
Gains (losses) on repurchase of debt | 0 | -190,577,000 | -132,726,000 | |||||
6.00% Senior Note Due July 15, 2024 [Member] | ||||||||
Debt (Textual) [Abstract] | ||||||||
Principal Amount | 1,500,000,000 | [1],[2],[3] | 1,500,000,000 | [1],[2],[3] | ||||
Interest rate on instrument | 6.00% | [1],[2],[3] | 6.00% | |||||
Unamortized discount | 16,875,000 | [1],[2] | ||||||
5.25% Senior Notes due 2022 [Member] | ||||||||
Debt (Textual) [Abstract] | ||||||||
Principal Amount | 400,000,000 | [1],[2],[4] | 400,000,000 | [1],[2],[4] | ||||
Interest rate on instrument | 5.25% | [1],[2],[4] | 5.25% | [1],[2],[4] | ||||
Senior Secured Revolving Credit Facility [Member] | ||||||||
Debt (Textual) [Abstract] | ||||||||
Debt instrument, term | 5 years | |||||||
Credit facility, maximum borrowing capacity | 1,250,000,000 | [5] | 1,250,000,000 | [5] | 1,250,000,000 | 1,250,000,000 | ||
Credit facility, unused capacity, commitment fee percentage | 0.35% | |||||||
Credit facility, remaining borrowing capacity | 870,000,000 | |||||||
Maximum consolidated leverage | 5 | |||||||
7% Exchangeable Senior Subordinated Notes due 2014 [Member] | ||||||||
Debt (Textual) [Abstract] | ||||||||
Principal Amount | 0 | [1] | ||||||
Interest rate on instrument | 7.00% | [1] | 7.00% | [1] | 7.00% | 7.00% | ||
Number of shares for each $1,000 principal amount on conversion | 0.5431372 | |||||||
Conversion price per share (in dollars per share) | $1.84 | |||||||
Principal amount of Exchangeable Notes Converted | 502,370,000 | |||||||
Conversion of Exchangeable Notes to common stock (in shares) | 272,855,859 | |||||||
Gains (losses) on repurchase of debt | 0 | |||||||
8.75% Senior Notes due 2015 [Member] | ||||||||
Debt (Textual) [Abstract] | ||||||||
Interest rate on instrument | 8.75% | |||||||
Repurchase of debt, amount | 800,000,000 | |||||||
Amount paid on repurchase of debt | 927,860,000 | |||||||
Gains (losses) on repurchase of debt | -104,818,000 | |||||||
7.625% Senior Notes due 2018 [Member] | ||||||||
Debt (Textual) [Abstract] | ||||||||
Interest rate on instrument | 7.63% | |||||||
Repurchase of debt, amount | 700,000,000 | |||||||
Amount paid on repurchase of debt | 797,830,000 | |||||||
Gains (losses) on repurchase of debt | ($85,759,000) | |||||||
[1] | The carrying value of the notes are net of the remaining unamortized original issue discount. | |||||||
[2] | Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. | |||||||
[3] | In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875. | |||||||
[4] | In April 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility. | |||||||
[5] | In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.35% per annum as of December 31, 2014. As of December 31, 2014, $870,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our consolidated balance sheets due to the long-term maturity of this debt. |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 18, 2013 | Jan. 31, 2013 | Apr. 25, 2014 | Dec. 31, 2011 | Oct. 09, 2013 | 31-May-14 | Aug. 31, 2014 | |
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ||||||||
Common stock, shares authorized (up to 9,000,000,000) | 9,000,000,000 | 9,000,000,000 | ||||||||
Common stock, shares issued (in shares) | 5,653,529,403 | 6,096,220,526 | ||||||||
Common stock, shares outstanding | 5,646,119,122 | 6,096,220,526 | ||||||||
Common stock reserved for issuance | 296,096,000 | |||||||||
Number of shares repurchased | 1,259,274,498 | |||||||||
Aggregate cost for shares repurchased | $4,285,192,000 | |||||||||
Remaining amount authorized under the stock repurchase program | 1,714,808,000 | |||||||||
Treasury stock | 26,034,000 | 0 | ||||||||
Loss on change in value of derivatives | 34,485,000 | 20,393,000 | 0 | |||||||
Amortization of costs related to share-lending arrangement and other issuance costs | 12,701,000 | 12,745,000 | 12,402,000 | |||||||
Unamortized, debt issuance costs | 12,701,000 | |||||||||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | ||||||||
Undesignated preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Number of warrants exercised (in shares) | 1,788,000 | |||||||||
Warrants outstanding | 16,667,000 | 18,455,000 | ||||||||
Weighted average exercise price on outstanding warrants | $2.50 | $2.55 | ||||||||
Warrant expenses | 0 | 0 | 0 | |||||||
Other Current Assets [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Unamortized, debt issuance costs | 12,423,000 | |||||||||
Related Party Current Assets [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Unamortized, debt issuance costs | 278,000 | |||||||||
Liberty Media [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Loss on change in value of derivatives | 34,485,000 | 20,393,000 | ||||||||
Common Stock [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Common stock, shares issued (in shares) | 5,653,529,403 | 6,096,220,526 | 5,262,440,085 | 3,753,201,929 | ||||||
Conversion of preferred stock to common stock (in shares) | 1,293,509,076 | 1,293,467,684 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 99,349 | |||||||||
Common Stock [Member] | Liberty Media [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Conversion of preferred stock to common stock (in shares) | 1,293,509,076 | 1,293,509,076 | ||||||||
Common Stock [Member] | December 2012 Share Repurchase Program [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Stock repurchase program, authorized amount | 6,000,000,000 | |||||||||
Common Stock [Member] | October 2013 Share Repurchase Program [Member] | Liberty Media [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Stock repurchase program, authorized amount | 500,000,000 | |||||||||
Stock repurchased and retired during period, value | 160,000,000 | |||||||||
Number of shares repurchased and retired | 43,712,265 | |||||||||
Share price (in dollars per share) | $3.66 | |||||||||
Common Stock [Member] | Amended October 2013 Share Repurchase Program [Member] | Liberty Media [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Stock repurchased and retired during period, value | 340,000,000 | |||||||||
Number of shares repurchased and retired | 92,888,561 | |||||||||
Common Stock [Member] | May ASR Agreement [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Stock repurchase program, authorized amount | 600,000,000 | |||||||||
Number of shares repurchased and retired | 151,846,125 | |||||||||
Stock repurchase program, unused portion of authorized amount | 93,596,000 | |||||||||
Common Stock [Member] | August ASR Agreement [Member] | ||||||||||
Additional Stockholder's Equity (Textual) [Abstract] | ||||||||||
Stock repurchase program, authorized amount | $250,000,000 | |||||||||
Number of shares repurchased and retired | 71,316,503 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchased and retired during period, value | $2,472,645 | $1,764,969 | ||
Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares repurchases and retired | 739,016,632 | 520,257,866 | ||
Stock repurchased and retired during period, value | 2,522,832 | 1,762,360 | ||
Common Stock [Member] | Open Market And Privately Negotiated Repurchases [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares repurchases and retired | 422,965,443 | [1] | 476,545,601 | [1] |
Stock repurchased and retired during period, value | 1,426,428 | [1] | 1,602,360 | [1] |
Common Stock [Member] | May ASR Agreement [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares repurchases and retired | 151,846,125 | [2] | 0 | [2] |
Stock repurchased and retired during period, value | 506,404 | [2] | 0 | [2] |
Common Stock [Member] | August ASR Agreement [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares repurchases and retired | 71,316,503 | [3] | 0 | [3] |
Stock repurchased and retired during period, value | 250,000 | [3] | 0 | [3] |
Liberty Media [Member] | Common Stock [Member] | Amended October 2013 Share Repurchase Program [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares repurchases and retired | 92,888,561 | [4] | 43,712,265 | [4] |
Stock repurchased and retired during period, value | $340,000 | [4] | $160,000 | [4] |
[1] | As of December 31, 2014 and 2013, $26,034 and $0, respectively, of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statements of stockholders' equity. | |||
[2] | In May 2014, we entered into an accelerated share repurchase agreement (the "May ASR Agreement") under which we prepaid $600,000 to a third-party financial institution to repurchase our common stock. Under the May ASR Agreement, we received 151,846,125 shares of our common stock that were retired upon receipt and the counter party returned to us $93,596 for the unused portion of the original prepayment. | |||
[3] | In August 2014, we entered into a second accelerated share repurchase agreement (the "August ASR Agreement") under which we prepaid $250,000 to a third-party financial institution to repurchase our common stock. Under the August ASR Agreement, we received an aggregate of 71,316,503 shares of our common stock that were retired upon receipt. | |||
[4] | On October 9, 2013, we entered into an agreement to repurchase $500,000 of our common stock from Liberty Media. Pursuant to this agreement, we repurchased 43,712,265 shares of our common stock for $160,000 from Liberty Media in 2013. On April 25, 2014, we completed the final purchase installment and repurchased 92,888,561 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. As there were certain terms in the forward purchase contract with Liberty Media that could have caused the obligation not to be fulfilled, the instrument was classified as a liability and was marked to fair value with any gain or loss recorded to our consolidated statements of comprehensive income. We recognized $34,485 and $20,393 to Loss on change in value of derivatives in our consolidated statements of comprehensive income during the years ended December 31, 2014 and 2013 |
Benefit_Plans_Details
Benefit Plans (Details) (Employee Stock Option [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock Option [Member] | |||
Fair value of options granted to employees and members of our board of directors | |||
Risk-free interest rate | 1.60% | 1.40% | 0.80% |
Expected life of options — years | 4 years 8 months 18 days | 4 years 8 months 23 days | 5 years 0 months 22 days |
Expected stock price volatility | 33.00% | 47.00% | 49.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Benefit_Plans_Details_1
Benefit Plans (Details 1) (Employee Stock Option [Member], USD $) | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Employee Stock Option [Member] | |||||
Options | |||||
Outstanding, options, beginning balance (in shares) | 264,239,000 | 274,512,000 | 439,580,000 | ||
Granted, options (in shares) | 61,852,000 | 57,228,000 | 58,626,000 | ||
Exercised, options (in shares) | -46,943,000 | -61,056,000 | -214,199,000 | ||
Forfeited, cancelled or expired, options (in shares) | -11,294,000 | -6,445,000 | -9,495,000 | ||
Outstanding, options, ending balance (in shares) | 267,854,000 | 264,239,000 | 274,512,000 | ||
Exercisable, options (in shares) | 121,272,000 | ||||
Weighted- Average Exercise Price | |||||
Outstanding, weighted-average exercise price, beginning balance (in dollars per share) | $2.42 | $1.92 | [1] | $1.25 | |
Granted, weighted-average exercise price (in dollars per share) | $3.39 | $3.59 | $2.53 | ||
Exercised, weighted-average exercise price (in dollars per share) | $1.63 | $1.31 | $0.59 | ||
Forfeited, cancelled or expired, weighted-average exercise price (in dollars per share) | $4.08 | $2.02 | $3.09 | ||
Outstanding, weighted-average exercise price, ending balance (in dollars per share) | $2.72 | $2.42 | $1.92 | [1] | |
Exercisable, weighted-average exercise price (in dollars per share) | $2.27 | ||||
Outstanding, weighted average remaining contractual term | 7 years 1 month 2 days | ||||
Exercisable, weighted average remaining contractual term | 5 years 3 months 12 days | ||||
Outstanding, aggregate intrinsic value | $246,067 | ||||
Exercisable, aggregate intrinsic value | $179,913 | ||||
[1] | The weighted-average exercise price for options outstanding as of December 31, 2012 in the table above has been adjusted to reflect the reduction to the exercise prices related to the December 28, 2012 special cash dividend. |
Benefit_Plans_Details_2
Benefit Plans (Details 2) (Restricted Stock Units (RSUs) [Member], USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Stock Units (RSUs) [Member] | |||
Nonvested restricted stock unit activity, shares | |||
Nonvested, shares, beginning balance | 6,984 | 429 | 421 |
Granted, shares | 6,108 | 6,873 | 8 |
Vested, shares | -1,138 | -192 | 0 |
Forfeited, shares | -379 | -126 | 0 |
Nonvested, shares, ending balance | 11,575 | 6,984 | 429 |
Nonvested restricted stock unit activity, grant date fair value | |||
Nonvested, grant date fair value, beginning | $3.58 | $3.25 | $1.46 |
Granted, grant date fair value | $3.38 | $3.59 | $0 |
Vested, grant date fair value | $3.62 | $3.27 | $0 |
Forfeited, grant date fair value | $3.52 | $3.61 | $0 |
Nonvested, grant date fair value, ending | $3.47 | $3.58 | $3.25 |
Benefit_Plans_Details_Textual
Benefit Plans (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | 31-May-09 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
plan | ||||
Benefits Plans (Textual) [Abstract] | ||||
Share-based compensation expense | $78,212 | $68,876 | $63,822 | |
Stock-based awards expiration term | 10 years | |||
Restricted stock conversion to common stock | 1 | |||
Common stock available for future grants | 19,950,000 | |||
Number of other share-based benefit plans | 4 | |||
Sirius XM Savings Plan [Member] | ||||
Benefits Plans (Textual) [Abstract] | ||||
Share-based compensation expense | 3,523 | |||
Minimum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 1.00% | |||
Maximum of employee contributions of pre-tax eligible earnings to Company 401(k) Savings Plan | 50.00% | |||
Percent of Company match of employee's voluntary contributions | 50.00% | |||
Percent of employee's pre-tax salary | 6.00% | |||
Maximum annual contributions per employee, percent | 3.00% | |||
Vesting percentage of employer contributions for each year of employment | 33.33% | |||
Savings plan, fully vested period | 3 years | |||
Contributions by employer | 5,385 | 4,181 | ||
Third Parties [Member] | ||||
Benefits Plans (Textual) [Abstract] | ||||
Granted, options (in shares) | 0 | 0 | 0 | |
Restricted Stock Units RSU and Stock Options [Member] | ||||
Benefits Plans (Textual) [Abstract] | ||||
Total unrecognized compensation costs related to unvested share based payment awards for restricted stock units, net of estimated forfeitures | 162,985 | 164,292 | ||
Weighted average expected period for recognition of compensation expenses | 3 years | |||
Employee Stock Option [Member] | ||||
Benefits Plans (Textual) [Abstract] | ||||
Share-based compensation expense | 69,754 | 66,231 | 60,299 | |
Granted, options (in shares) | 61,852,000 | 57,228,000 | 58,626,000 | |
Weighted average grant date fair value of options granted (in dollars per share) | $1.05 | $1.48 | $1.09 | |
Total intrinsic value of stock options exercised | 89,428 | 142,491 | 399,794 | |
Exercise of stock options and vesting of restricted stock units (in shares) | 15,228,394 | 32,649,857 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Benefits Plans (Textual) [Abstract] | ||||
Share-based compensation expense | 8,458 | 2,645 | 0 | |
Exercise of stock options and vesting of restricted stock units (in shares) | 731,626 | 191,524 | ||
Weighted average grant date fair value of restricted stock units granted (in dollars per share) | $3.38 | $3.59 | $0 | |
Total intrinsic value of restricted stock units that vested | $4,044 | $605 | $0 | |
Granted, shares | 6,108,000 | 6,873,000 | 8,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | ||||
Expected contractual cash commitments | ||||
2015 | $654,018 | [1] | ||
2016 | 442,258 | [1] | ||
2017 | 761,786 | [1] | ||
2018 | 349,992 | [1] | ||
2019 | 326,827 | [1] | ||
Thereafter | 5,180,468 | [1] | ||
Total | 7,715,349 | [1] | ||
Reserve for uncertain tax positions | 1,432 | 1,432 | 1,432 | |
Debt obligations [Member] | ||||
Expected contractual cash commitments | ||||
2015 | 7,482 | |||
2016 | 4,266 | |||
2017 | 380,928 | |||
2018 | 78 | |||
2019 | 0 | |||
Thereafter | 4,150,000 | |||
Total | 4,542,754 | |||
Cash interest payments [Member] | ||||
Expected contractual cash commitments | ||||
2015 | 240,874 | |||
2016 | 240,551 | |||
2017 | 240,803 | |||
2018 | 228,063 | |||
2019 | 228,063 | |||
Thereafter | 711,750 | |||
Total | 1,890,104 | |||
Satellite and transmission [Member] | ||||
Expected contractual cash commitments | ||||
2015 | 15,364 | |||
2016 | 4,594 | |||
2017 | 3,643 | |||
2018 | 4,170 | |||
2019 | 4,187 | |||
Thereafter | 12,719 | |||
Total | 44,677 | |||
Programming and content [Member] | ||||
Expected contractual cash commitments | ||||
2015 | 231,272 | |||
2016 | 109,903 | |||
2017 | 74,816 | |||
2018 | 60,150 | |||
2019 | 48,333 | |||
Thereafter | 60,000 | |||
Total | 584,474 | |||
Marketing and distribution [Member] | ||||
Expected contractual cash commitments | ||||
2015 | 31,645 | |||
2016 | 13,114 | |||
2017 | 9,185 | |||
2018 | 8,298 | |||
2019 | 6,218 | |||
Thereafter | 1,538 | |||
Total | 69,998 | |||
Satellite incentive payments [Member] | ||||
Expected contractual cash commitments | ||||
2015 | 11,511 | |||
2016 | 12,367 | |||
2017 | 13,296 | |||
2018 | 14,302 | |||
2019 | 10,652 | |||
Thereafter | 43,527 | |||
Total | 105,655 | |||
Operating lease obligations [Member] | ||||
Expected contractual cash commitments | ||||
2015 | 49,408 | |||
2016 | 43,634 | |||
2017 | 36,636 | |||
2018 | 34,036 | |||
2019 | 29,224 | |||
Thereafter | 200,884 | |||
Total | 393,822 | |||
Other [Member] | ||||
Expected contractual cash commitments | ||||
2015 | 66,462 | |||
2016 | 13,829 | |||
2017 | 2,479 | |||
2018 | 895 | |||
2019 | 150 | |||
Thereafter | 50 | |||
Total | $83,865 | |||
[1] | The table does not include our reserve for uncertain tax positions, which at December 31, 2014 totaled $1,432, as the specific timing of any cash payments cannot be projected with reasonable certainty. |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 35 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2013 | Aug. 31, 2013 | Dec. 31, 2014 | |
state | claim | suit | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Agreement term to repurchase certain products shipped to distributor from date of shipment (after 90 days) | 90 days | ||||||
Operating leases, rent expense | $45,107,000 | $39,228,000 | $37,474,000 | ||||
Minimum [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Operating lease obligations, term | 1 year | ||||||
Maximum [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Operating lease obligations, term | 15 years | ||||||
XM-5, FM-5, FM-6, XM-3, and XM-4 [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Operating performance over design life | 15 years | ||||||
XM-4 [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Additional payments required if XM-4 continues to operate above baseline specifications | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Period beyond expected operating performance of design life for XM-4 | 5 years | ||||||
State Consumer Investigations [Member] | Settled Litigation [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Number of states where settlement agreements were entered into | 46 | ||||||
Damages awarded | 4,000,000 | ||||||
Pre-1972 Recording Matters [Member] | Pending Litigation [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Number of pending claims | 1 | 3 | |||||
Compensatory damages sought | 100,000,000 | ||||||
SoundExchange, Inc. [Member] | Pending Litigation [Member] | Minimum [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Compensatory damages sought | 50,000,000 | ||||||
SoundExchange, Inc. [Member] | Pending Litigation [Member] | Maximum [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Compensatory damages sought | 100,000,000 | ||||||
Telephone Consumer Protection Act Suits [Member] | Pending Litigation [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Number of class action suits | 3 | ||||||
Statutory damages sought per violation | 500 | ||||||
Telephone Consumer Protection Act Suits [Member] | Pending Litigation [Member] | Maximum [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Treble damages sought per willful violation | $1,500 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current taxes: | |||
Federal | $0 | $0 | $0 |
State | -7,743 | -5,359 | -1,319 |
Foreign | -2,341 | 5,269 | -2,265 |
Total current taxes | -10,084 | -90 | -3,584 |
Deferred taxes: | |||
Federal | -302,350 | -211,044 | 2,729,823 |
State | -25,111 | -48,743 | 271,995 |
Total deferred taxes | -327,461 | -259,787 | 3,001,818 |
Total income tax (expense) benefit | ($337,545) | ($259,877) | $2,998,234 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Federal tax expense, at statutory rate | ($290,775) | ($222,982) | ($166,064) |
State income tax expense, net of federal benefit | -32,067 | -19,031 | -16,606 |
State income rate changes | 5,334 | -8,666 | -2,251 |
Non-deductible expenses | -13,914 | -9,545 | -477 |
Change in valuation allowance | 2,836 | 4,228 | 3,195,651 |
Other, net | -8,959 | -3,881 | -12,019 |
Total income tax (expense) benefit | ($337,545) | ($259,877) | $2,998,234 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating loss carryforwards | $1,818,719 | $2,207,583 |
GM payments and liabilities | 539 | 1,984 |
Deferred revenue | 691,323 | 606,430 |
Severance accrual | 271 | 388 |
Accrued bonus | 28,170 | 25,830 |
Expensed costs capitalized for tax | 19,624 | 22,679 |
Deferred financing costs | 958 | 664 |
Investments | 46,751 | 45,078 |
Stock based compensation | 79,296 | 71,794 |
Other | 36,597 | 31,735 |
Total deferred tax assets | 2,722,248 | 3,014,165 |
Deferred tax liabilities: | ||
Depreciation of property and equipment | -237,971 | -188,675 |
FCC license | -789,857 | -778,152 |
Other intangible assets | -213,086 | -233,983 |
Total deferred tax liabilities | -1,240,914 | -1,200,810 |
Net deferred tax assets before valuation allowance | 1,481,334 | 1,813,355 |
Valuation allowance | -4,995 | -7,831 |
Total net deferred tax asset | $1,476,339 | $1,805,524 |
Income_Taxes_Details_4
Income Taxes (Details 4) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Changes in uncertain income tax positions | ||
Balance, beginning of year | $1,432 | $1,432 |
Additions for tax positions from prior years | 0 | 0 |
Balance, end of year | $1,432 | $1,432 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Federal income tax provision, current | $0 | $0 | $0 |
Operating loss carryforwards, exclusive of excess share-based compensation deductions | 4,794,924 | ||
Deferred tax assets, valuation allowance, excess share-based compensation deductions | 753,218 | ||
Operating loss carryforwards, per tax return | 5,548,142 | ||
Increase (decrease) in valuation allowance | -3,350,905 | ||
Valuation allowance | 4,995 | 7,831 | |
Unrecognized tax benefits | 1,432 | 1,432 | 1,432 |
Unrecognized tax benefits, increase resulting from interest | $55 | $40 | |
Common Stock [Member] | Liberty Media [Member] | |||
Related Party Transaction [Line Items] | |||
Related party ownership percentage (greater than 50%) | 50.00% |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], Common Stock [Member], Open Market And Privately Negotiated Repurchases [Member], USD $) | 1 Months Ended |
In Thousands, except Share data, unless otherwise specified | Feb. 03, 2015 |
Subsequent Event [Member] | Common Stock [Member] | Open Market And Privately Negotiated Repurchases [Member] | |
Subsequent Event [Line Items] | |
Number of shares repurchased and retired | 65,425,873 |
Stock repurchased and retired during period, value | $231,026 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data -- Unaudited (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Total revenue | $1,090,952 | $1,057,087 | $1,035,345 | $997,711 | $1,000,078 | $961,509 | $940,110 | $897,398 | $4,181,095 | $3,799,095 | $3,402,040 | ||||
Cost of services | -421,098 | -403,519 | -393,185 | -390,534 | -396,304 | -336,464 | -331,465 | -330,257 | |||||||
Income from operations | 293,657 | 294,028 | 284,578 | 247,407 | 245,357 | 284,529 | 267,736 | 246,931 | 1,119,670 | 1,044,553 | 872,025 | ||||
Net income | $143,122 | $136,170 | $119,961 | $93,988 | $65,197 | $62,894 | $125,522 | $123,602 | $493,241 | $377,215 | $3,472,702 | ||||
Net income per common share--basic (in dollars per share) | $0.03 | $0.02 | $0.02 | $0.02 | $0.01 | $0.01 | $0.02 | $0.02 | $0.09 | $0.06 | $0.55 | ||||
Net income per common share--diluted (in dollars per share) | $0.03 | [1] | $0.02 | [1] | $0.02 | [1] | $0.02 | [1] | $0.01 | $0.01 | $0.02 | $0.02 | $0.08 | $0.06 | $0.51 |
[1] | The sum of quarterly net income per share applicable to common stockholders (diluted) does not necessarily agree to the net income per share for the year due to the timing of common stock issuances. |
Schedule_II_Schedule_of_Valuat1
Schedule II - Schedule of Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtful accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance January 1, | $9,078 | $11,711 | $9,932 |
Charged to Expenses (Benefit) | 44,961 | 39,016 | 34,548 |
Write-offs/ Payments/ Other | -46,224 | -41,649 | -32,769 |
Balance December 31, | 7,815 | 9,078 | 11,711 |
Deferred tax assets—valuation allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance January 1, | 7,831 | 9,835 | 3,360,740 |
Charged to Expenses (Benefit) | -2,836 | -4,228 | -3,195,651 |
Write-offs/ Payments/ Other | 0 | 2,224 | -155,254 |
Balance December 31, | 4,995 | 7,831 | 9,835 |
Allowance for obsolescence [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance January 1, | 14,218 | 16,159 | 15,430 |
Charged to Expenses (Benefit) | -335 | -773 | 4,430 |
Write-offs/ Payments/ Other | -3,159 | -1,168 | -3,701 |
Balance December 31, | $10,724 | $14,218 | $16,159 |