Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34295 | ||
Entity Registrant Name | SIRIUS XM HOLDINGS INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 38-3916511 | ||
Entity Address, Address Line One | 1221 Avenue of the Americas | ||
Entity Address, Address Line Two | 35th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10020 | ||
City Area Code | 212 | ||
Local Phone Number | 584-5100 | ||
Title of 12(b) Security | Common stock, $0.001 par value | ||
Trading Symbol | SIRI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,217,061,163 | ||
Entity Common Stock, Shares Outstanding | 3,890,500,442 | ||
Documents Incorporated by Reference | Information included in our definitive proxy statement for our 2023 annual meeting of stockholders scheduled to be held on Thursday, June 1, 2023 is incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this report. | ||
Entity Central Index Key | 0000908937 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | New York, NY |
Auditor Firm ID | 185 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 9,003 | $ 8,696 | $ 8,040 |
Cost of services: | |||
Subscriber acquisition costs | 352 | 325 | 362 |
Sales and marketing | 1,075 | 1,056 | 957 |
Engineering, design and development | 285 | 265 | 263 |
General and administrative | 525 | 514 | 511 |
Depreciation and amortization | 536 | 533 | 506 |
Impairment, restructuring and acquisition costs | 64 | 20 | 1,004 |
Total operating expenses | 6,967 | 6,681 | 7,182 |
Income from operations | 2,036 | 2,015 | 858 |
Other (expense) income: | |||
Interest expense | (422) | (415) | (394) |
Loss on extinguishment of debt | 0 | (83) | (40) |
Other (expense) income | (9) | 9 | 6 |
Total other expense | (431) | (489) | (428) |
Income before income taxes | 1,605 | 1,526 | 430 |
Income tax expense | (392) | (212) | (299) |
Net income | 1,213 | 1,314 | 131 |
Foreign currency translation adjustment, net of tax | (19) | 0 | 7 |
Total comprehensive income | $ 1,194 | $ 1,314 | $ 138 |
Net income per common share: | |||
Basic (in USD per share) | $ 0.31 | $ 0.32 | $ 0.03 |
Diluted (in USD per share) | $ 0.31 | $ 0.32 | $ 0.03 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 3,916 | 4,062 | 4,330 |
Diluted (in shares) | 3,990 | 4,143 | 4,429 |
Subscriber revenue | |||
Revenue: | |||
Total revenue | $ 6,892 | $ 6,614 | $ 6,372 |
Advertising revenue | |||
Revenue: | |||
Total revenue | 1,772 | 1,730 | 1,340 |
Equipment revenue | |||
Revenue: | |||
Total revenue | 189 | 201 | 173 |
Cost of services: | |||
Cost of services | 13 | 18 | 19 |
Other revenue | |||
Revenue: | |||
Total revenue | 150 | 151 | 155 |
Revenue share and royalties | |||
Cost of services: | |||
Cost of services | 2,802 | 2,672 | 2,421 |
Programming and content | |||
Cost of services: | |||
Cost of services | 604 | 559 | 481 |
Customer service and billing | |||
Cost of services: | |||
Cost of services | 497 | 501 | 481 |
Transmission | |||
Cost of services: | |||
Cost of services | $ 214 | $ 218 | $ 177 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 57 | $ 191 |
Receivables, net | 655 | 722 |
Related party current assets | 42 | 21 |
Prepaid expenses and other current assets | 284 | 246 |
Total current assets | 1,038 | 1,180 |
Property and equipment, net | 1,499 | 1,450 |
Intangible assets, net | 3,050 | 3,186 |
Goodwill | 3,249 | 3,151 |
Related party long-term assets | 488 | 526 |
Deferred tax assets | 147 | 200 |
Operating lease right-of-use assets | 315 | 358 |
Other long-term assets | 236 | 223 |
Total assets | 10,022 | 10,274 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,248 | 1,299 |
Accrued interest | 165 | 173 |
Current portion of deferred revenue | 1,322 | 1,454 |
Current maturities of debt | 196 | 0 |
Operating lease current liabilities | 50 | 49 |
Related party current liabilities | 0 | 5 |
Total current liabilities | 2,981 | 2,980 |
Long-term deferred revenue | 81 | 97 |
Long-term debt | 9,256 | 8,832 |
Deferred tax liabilities | 565 | 478 |
Operating lease liabilities | 320 | 362 |
Other long-term liabilities | 170 | 150 |
Total liabilities | 13,373 | 12,899 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity (deficit): | ||
Common stock, par value $0.001 per share; 9,000 shares authorized; 3,891 and 3,968 shares issued; 3,891 and 3,967 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 4 | 4 |
Accumulated other comprehensive (loss) income, net of tax | (4) | 15 |
Treasury stock, at cost; 0 and 1 share of common stock at December 31, 2022 and December 31, 2021, respectively | 0 | (8) |
Accumulated deficit | (3,351) | (2,636) |
Total stockholders’ equity (deficit) | (3,351) | (2,625) |
Total liabilities and stockholders’ equity (deficit) | $ 10,022 | $ 10,274 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value ( in USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock issued (in shares) | 3,891,000,000 | 3,968,000,000 |
Common stock outstanding (in shares) | 3,891,000,000 | 3,967,000,000 |
Treasury stock (in shares) | 0 | 1,000,000 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Millions, $ in Millions | Total | Cumulative Effect, Adjustment | Common Stock | Accumulated Other Comprehensive Income (Loss) | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Adjustment |
Beginning balance (in shares) at Dec. 31, 2019 | 4,412 | |||||||
Beginning balance at Dec. 31, 2019 | $ (736) | $ 4 | $ 8 | $ 395 | $ 0 | $ (1,143) | ||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income, net of tax | 138 | 7 | 131 | |||||
Share-based payment expense | 239 | 239 | ||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 28 | |||||||
Exercise of stock options and vesting of restricted stock units | 0 | 0 | ||||||
Withholding taxes on net share settlement of stock-based compensation | (115) | (115) | ||||||
Cash dividends paid on common stock | (237) | (170) | (67) | |||||
Common stock repurchased (in shares) | 267 | |||||||
Common stock repurchased | (1,574) | $ (1,574) | ||||||
Common stock retired (in shares) | (264) | (264) | ||||||
Common stock retired | 0 | (349) | $ 1,555 | (1,206) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 4,176 | |||||||
Ending balance at Dec. 31, 2020 | (2,285) | $ 4 | 15 | 0 | $ (19) | (2,285) | ||
Ending balance (in shares) at Dec. 31, 2020 | 3 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income, net of tax | 1,314 | 1,314 | ||||||
Share-based payment expense | 215 | 215 | ||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 38 | |||||||
Exercise of stock options and vesting of restricted stock units | 10 | 10 | ||||||
Withholding taxes on net share settlement of stock-based compensation | (103) | (103) | ||||||
Cash dividends paid on common stock | (268) | (126) | (142) | |||||
Issuance of restricted stock units in connection with business acquisition | 4 | 4 | ||||||
Common stock repurchased (in shares) | 245 | |||||||
Common stock repurchased | (1,512) | $ (1,512) | ||||||
Common stock retired (in shares) | (246) | (247) | ||||||
Common stock retired | $ 0 | $ 1,523 | (1,523) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 3,967 | 3,968 | ||||||
Ending balance at Dec. 31, 2021 | $ (2,625) | $ (10) | $ 4 | 15 | 0 | $ (8) | (2,636) | $ (10) |
Ending balance (in shares) at Dec. 31, 2021 | 1 | 1 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income, net of tax | $ 1,194 | (19) | 1,213 | |||||
Share-based payment expense | 213 | 213 | ||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 27 | |||||||
Exercise of stock options and vesting of restricted stock units | 4 | 4 | ||||||
Withholding taxes on net share settlement of stock-based compensation | (114) | (114) | ||||||
Capital contribution related to Tax Sharing Agreement with Liberty Media | (35) | (35) | ||||||
Cash dividends paid on common stock | (1,339) | (103) | (1,236) | |||||
Issuance of restricted stock units in connection with business acquisition | 0 | 0 | ||||||
Common stock repurchased (in shares) | 103 | |||||||
Common stock repurchased | (639) | $ (639) | ||||||
Common stock retired (in shares) | (104) | (104) | ||||||
Common stock retired | $ 0 | $ 647 | (647) | |||||
Ending balance (in shares) at Dec. 31, 2022 | 3,891 | 3,891 | ||||||
Ending balance at Dec. 31, 2022 | $ (3,351) | $ 4 | $ (4) | $ 0 | $ 0 | $ (3,351) | ||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 |
CONSOLIDATED STATEMENT OF STO_2
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Accounting standards update [extensible enumeration] | Accounting Standards Update 2020-06 [Member] | ||
Dividend per share (in USD per share) | $ 0.3400845 | $ 0.0658845 | $ 0.05457 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities: | ||||
Net income | $ 1,213 | $ 1,314 | $ 131 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 536 | 533 | 506 | |
Restructuring costs and asset impairment charge | 61 | 24 | 1,000 | |
Non-cash interest expense, net of amortization of premium | 15 | 21 | 20 | |
Change in fair value of contingent consideration | 0 | (17) | 0 | |
Provision for doubtful accounts | 59 | 53 | 60 | |
Amortization of deferred income related to equity method investment | 0 | 0 | (3) | |
Loss on extinguishment of debt | 0 | 83 | 40 | |
Loss on unconsolidated entity investments, net | 5 | 18 | 16 | |
Dividend received from unconsolidated entity investment | 8 | 2 | 2 | |
Loss (gain) on other investments | 10 | (5) | (3) | |
Share-based payment expense | 197 | 202 | 223 | |
Deferred income tax expense | 202 | 131 | 238 | |
Amortization of right-of-use assets | 49 | 50 | 56 | |
Changes in operating assets and liabilities: | ||||
Receivables | 10 | (108) | (36) | |
Related party, net | (26) | 7 | 0 | |
Prepaid expenses and other current assets | (38) | (47) | 12 | |
Other long-term assets | (1) | (8) | (61) | |
Accounts payable and accrued expenses | (71) | 104 | 42 | |
Accrued interest | (8) | (1) | 13 | |
Deferred revenue | (148) | (287) | (223) | |
Operating lease liabilities | (63) | (55) | (53) | |
Other long-term liabilities | (34) | (16) | 38 | |
Net cash provided by operating activities | 1,976 | 1,998 | 2,018 | |
Cash flows from investing activities: | ||||
Additions to property and equipment | (426) | (388) | (350) | |
Proceeds from insurance recoveries | 0 | 225 | 0 | |
Sale (purchases) of other investments | 1 | |||
Sale (purchases) of other investments | (4) | (8) | ||
Acquisition of business, net of cash acquired | (136) | (14) | (300) | |
Proceeds from sale of real estate | 15 | 0 | 0 | |
Investments in related parties and other equity investees | (2) | (21) | (94) | |
Repayment from related party | 0 | |||
Repayment from related party | 2 | 11 | ||
Net cash used in investing activities | (548) | (200) | (741) | |
Cash flows from financing activities: | ||||
Proceeds from exercise of stock options | 4 | 10 | 0 | |
Taxes paid from net share settlements for stock-based compensation | (114) | (103) | (114) | |
Revolving credit facility, net | 80 | (653) | 649 | |
Proceeds from long-term borrowings, net of costs | 499 | 4,442 | 1,481 | |
Principal payments of long-term borrowings | (6) | (3,503) | (1,507) | |
Payment of premiums on redemption of debt | 0 | (62) | (31) | |
Payment of contingent consideration for business acquisition | (3) | (22) | 0 | |
Distribution to parent related to Tax Sharing Agreement | (36) | 0 | 0 | |
Common stock repurchased and retired | (647) | (1,523) | (1,555) | |
Dividends paid | (1,339) | (268) | (237) | |
Net cash used in financing activities | (1,562) | (1,682) | (1,314) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (134) | 116 | (37) | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 199 | 83 | 120 |
Cash, cash equivalents and restricted cash at end of period | [1] | 65 | 199 | 83 |
Cash paid during the period for: | ||||
Interest, net of amounts capitalized | 411 | 393 | 358 | |
Income taxes paid | 275 | 82 | 38 | |
Non-cash investing and financing activities: | ||||
Capital lease obligations incurred to acquire assets | 14 | 0 | 0 | |
Accumulated other comprehensive (loss) income, net of tax | $ (19) | $ 0 | $ 7 | |
[1]The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year. (in millions) December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 57 $ 191 $ 71 $ 106 Restricted cash included in Other long-term assets 8 8 12 14 Total cash, cash equivalents and restricted cash at end of period $ 65 $ 199 $ 83 $ 120 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||||
Cash and cash equivalents | $ 57 | $ 191 | $ 71 | $ 106 | |
Restricted cash included in Other long-term assets | 8 | 8 | 12 | 14 | |
Total cash, cash equivalents and restricted cash at end of period | [1] | $ 65 | $ 199 | $ 83 | $ 120 |
[1]The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year. (in millions) December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 57 $ 191 $ 71 $ 106 Restricted cash included in Other long-term assets 8 8 12 14 Total cash, cash equivalents and restricted cash at end of period $ 65 $ 199 $ 83 $ 120 |
Business & Basis of Presentatio
Business & Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business & Basis of Presentation | Business & Basis of Presentation This Annual Report on Form 10-K presents information for Sirius XM Holdings Inc. and its subsidiaries (collectively “Holdings”). The terms “Holdings,” “we,” “us,” “our,” and “our company” as used herein, and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc. and its subsidiaries. “Sirius XM” refers to our wholly owned subsidiary Sirius XM Radio Inc. and its subsidiaries. “Pandora” refers to Sirius XM's wholly owned subsidiary Pandora Media, LLC and its subsidiaries. Holdings has no operations independent of Sirius XM and Pandora. Business We operate two complementary audio entertainment businesses - one of which we refer to as “Sirius XM” and the second of which we refer to as “Pandora and Off-platform”. We are the leading audio entertainment company in North America with a portfolio of audio businesses including our flagship subscription entertainment service, Sirius XM; the ad-supported and premium music streaming services of Pandora; a podcast network; an advertising sales group, SXM Media; and a suite of advertising technology solutions. Sirius XM Our Sirius XM business features music, sports, entertainment, comedy, talk, news, traffic and weather channels and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basis. Sirius XM packages include live, curated and certain exclusive and on demand programming. The Sirius XM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and our website. Our Sirius XM service is also available through our in-car user interface, which we call “360L,” that combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience. The primary source of revenue from our Sirius XM business is subscription fees, with most of our customers subscribing to monthly, quarterly, semi-annual or annual plans. We also derive revenue from advertising on select non-music channels, which is sold under the SXM Media brand, direct sales of our satellite radios and accessories, and other ancillary services. As of December 31, 2022, our Sirius XM business had approximately 34.3 million subscribers. In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather, fuel prices, sports schedules and scores and movie listings, a traffic information service that includes information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time weather services in vehicles, boats and planes. Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics. Pandora and Off-platform Our Pandora and Off-platform business operates a music and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through computers, tablets, mobile devices, vehicle speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of December 31, 2022, Pandora had approximately 6.2 million subscribers. The majority of revenue from Pandora is generated from advertising on our Pandora ad-supported radio service which is sold under the SXM Media brand. We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers. We also sell advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services. We have an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We also have arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., we provide a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions. Liberty Media As of December 31, 2022, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 82% of the outstanding shares of our common stock. As a result, we are a “controlled company” for the purposes of the NASDAQ corporate governance requirements. Refer to Note 12 for more information regarding related parties. Basis of Presentation The accompanying consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation. Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 18 for information related to our segments. We have evaluated events subsequent to the balance sheet date and prior to the filing of this Annual Report on Form 10-K for the year ended December 31, 2022 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 GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies In addition to the significant accounting policies discussed in this Note 2, 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 # Acquisition 3 F- 15 Fair Value Measurements 4 F- 16 Goodwill 8 F- 18 Intangible Assets 9 F- 19 Property and Equipment 10 F- 21 Equity Method Investments 12 F- 25 Share-Based Compensation 15 F- 30 Legal Reserves 16 F- 33 Income Taxes 17 F- 36 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 is measured according to Accounting Standards Codification (“ASC”) 606, Revenue - Revenue from Contracts with Customers , and is recognized based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer. 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. Collected taxes are recorded within Other current liabilities until remitted to the relevant taxing authority. For equipment sales, we are responsible for arranging for shipping and handling. Shipping and handling costs billed to customers are recorded as revenue and are reported as a component of Cost of equipment. The following is a description of the principal activities from which we generate our revenue, including from self-pay and paid promotional subscribers, advertising, and sales of equipment. Subscriber revenue consists primarily of subscription fees and other ancillary subscription based revenues. Revenue is recognized on a straight line basis when the performance obligations to provide each service for the period are satisfied, which is over time as our subscription services are continuously transmitted and can be consumed by customers at any time. Consumers purchasing or leasing a vehicle with a factory-installed satellite radio may receive between a three Music royalty fee primarily consists of U.S. music royalty fees (“MRF”) collected from subscribers. The related costs we incur for the right to broadcast music and other programming are recorded as Revenue share and royalties expense. Fees received from subscribers for the MRF are recorded as deferred revenue and amortized to Subscriber revenue ratably over the service period. We recognize revenue from the sale of advertising as performance obligations are satisfied, which generally occurs as ads are delivered. For our satellite radio service, ads are delivered when they are aired. For our streaming services, ads are delivered primarily based on impressions. 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. Additionally, we pay certain third parties a percentage of advertising revenue. Advertising revenue is recorded gross of such revenue share payments as we control the advertising service, including the ability to establish pricing, and we are primarily responsible for providing the service. Advertising revenue share payments are recorded to Revenue share and royalties during the period in which the advertising is transmitted. 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 revenue recognized from royalties received from Sirius XM Canada. Customers pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our consolidated statement of comprehensive income as the services are provided. Changes in the deferred revenue balance during the year ended December 31, 2022 were not materially impacted by other factors. As the majority of our contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and do not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less. As of December 31, 2022, less than six percent of our total deferred revenue balance related to contracts that extend beyond one year. These contracts primarily include prepaid data trials which are typically provided for three Revenue Share We share a portion of our subscription revenues earned from self-pay 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 on self-pay revenue is recognized as an expense and recorded in Revenue share and royalties in our consolidated statements of comprehensive income. We also pay revenue share to certain talent on non-music stations on our satellite radio service and to podcast talent based on advertising revenue for the related channel or podcast. Revenue share on non-music channels and podcasts is recognized in Revenue share and royalties in our consolidated statements of comprehensive income when it is earned. In some cases, we pay minimum guarantees for revenue share to podcast owners which is recorded in Prepaid and other current assets in our consolidated balance sheets. The minimum guarantee is recognized in Revenue share and royalties primarily on a straight line basis over the contractual term. The prepaid balance is regularly reviewed for recoverability and any amount not deemed to be recoverable is recognized as an expense in the period. Royalties In connection with our businesses, we must enter into royalty arrangements with two sets of rights holders: holders of musical compositions copyrights (that is, the music and lyrics) and holders of sound recordings copyrights (that is, the actual recording of a work). Our Sirius XM and Pandora businesses use both statutory and direct music licenses as part of their businesses. We license varying rights - such as performance and mechanical rights - for use in our Sirius XM and Pandora businesses based on the various radio and interactive services they offer. The music rights licensing arrangements for our Sirius XM and Pandora businesses are complex. Musical Composition Copyrights We pay performance royalties for our Sirius XM and Pandora businesses to holders and rights administrators of musical compositions copyrights, including performing rights organizations and other copyright owners. These performance royalties are based on agreements with performing rights organizations which represent the holders of these performance rights. Our Sirius XM and Pandora businesses have arrangements with these performance rights organizations. Arrangements with Sirius XM generally include fixed payments during the term of the agreement and arrangements with Pandora for its ad-supported radio service have variable payments based on usage and ownership of a royalty pool. Pandora must also license reproduction rights, which are also referred to as mechanical rights, to offer the interactive features of the Pandora services. For our Pandora subscription services, copyright holders receive payments for these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the United States Copyright Act. These mechanical royalties are calculated as the greater of a percentage of our revenue or a percentage of our payments to record labels. Sound Recording Copyrights For our non-interactive satellite radio or streaming services we may license sound recordings under direct licenses with the owners of sound recordings or based on the royalty rate established by the CRB. For our Sirius XM business, the royalty rate for sound recordings has been set by the CRB. The revenue subject to royalty includes subscription revenue from our U.S. satellite digital audio radio subscribers, and advertising revenue from channels other than those channels that make only incidental performances of sound recordings. The rates and terms permit us to reduce the payment due each month for those sound recording directly licensed from copyright owners and exclude from our revenue certain other items, such as royalties paid to us for intellectual property, sales and use taxes, bad debt expense and generally revenue attributable to areas of our business that do not involve the use of copyrighted sound recordings. For our Pandora business, we have entered into direct license agreements with major and independent music labels and distributors for a significant majority of the sound recordings that stream on the Pandora ad-supported service, Pandora Plus and Pandora Premium. For sound recordings that we stream and for which we have not entered into a direct license agreement with the sound recording rights holders, the sound recordings are streamed pursuant to the statutory royalty rates set by the CRB. Pandora pays royalties to owners of sound recordings on either a per-performance fee based on the number of sound recordings transmitted or a percentage of revenue associated with the applicable service. Certain of these agreements also require Pandora to pay a per subscriber minimum amount. 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 include programming through a dedicated channel 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, 2022, 2021 and 2020, we recorded advertising costs of $513, $515 and $443, 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 automotive 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 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, 2022, 2021 and 2020, we recorded research and development costs of $246, $229 and $220, 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) Income, net of tax Accumulated other comprehensive (loss) of $(4) was primarily comprised of the cumulative foreign currency translation adjustments related to Sirius XM Canada (refer to Note 12 for additional information). During the year ended December 31, 2022, we recorded a net foreign currency translation adjustment of $(19), net of tax. During the years ended December 31, 2021 and 2020, we recorded a foreign currency translation adjustment of less than $1 and $7, respectively, net of tax. Recently Adopted Accounting Policies Accounting Standard Update ( “ ASU ” ) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) . In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06 which removes the separation models for convertible debt with cash conversion or beneficial conversion features. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share as the treasury stock method will no longer be permitted for convertible instruments. During the three months ended March 31, 2022, we adopted ASU 2020-06 as of January 1, 2022 using the modified retrospective approach and recorded a $14 increase to the carrying value of Pandora's 1.75% Convertible Senior Notes due 2023 and an increase of $10, net of tax, to our accumulated deficit. The adoption of ASU 2020-06 did not have a material impact on our diluted earnings per share. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Other acquisitions On May 20, 2022, we completed an acquisition for total cash consideration of $93. We recognized goodwill of $69, indefinite-lived intangible assets of $1 and other long-term assets of $23. The other assets represent acquired content which will be amortized over its estimated useful life to Programming and content in our consolidated statements of comprehensive income. On January 12, 2022, we completed an acquisition for total cash consideration of $43. We recognized goodwill of $29, other definite-lived intangible assets of $19 and liabilities of $4. On April 23, 2021, we completed an acquisition for total consideration of $27 which included $20 in cash, a $3 deferred cash payment and $4 in restricted stock units. We recognized goodwill of $23 and other assets of $5. Stitcher On October 16, 2020, we acquired the assets of Stitcher from The E.W. Scripps Company and certain of its subsidiaries (“Scripps”) for total consideration of $302, which included $266 in cash and $36 related to contingent consideration. During the year ended December 31, 2021, we recognized a $17 benefit related to the change in fair value of the 2021 portion of the contingent consideration related to the Stitcher transaction in Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income. The fair value of the contingent consideration was determined using a probability-weighted cash flow model. Stitcher is included in our Pandora and Off-platform reporting unit. The Stitcher acquisition was accounted for using the acquisition method of accounting and was financed through borrowings under Sirius XM's Credit Facility. Simplecast On June 16, 2020, Sirius XM acquired Simplecast for $28 in cash. Simplecast is a podcast management and analytics platform. Simplecast complements AdsWizz's advertising technology platform, allowing the company to offer podcasters a comprehensive solution for publishing, analytics, distribution and advertising sales, and is included in the Pandora and Off-platform reporting unit. The Simplecast acquisition was accounted for using the acquisition method of accounting. We recognized goodwill of $17, amortizable intangible assets of $12, other assets of less than $1 and deferred tax liabilities of $1. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021, the carrying amounts of cash and cash equivalents, 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, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Total Fair Value Liabilities: Debt (a) — $ 8,362 — $ 8,362 — $ 9,052 — $ 9,052 (a) The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 13 for information related to the carrying value of our debt as of December 31, 2022 and 2021. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring CostsDuring the year ended December 31, 2022, we evaluated our office space needs, and, as a result of such analysis, we vacated certain office spaces. We assessed the recoverability of the carrying value of the operating lease right of use assets related to these locations. We determined that the carrying values of the assets were not recoverable, and we recorded an impairment of $16 to reduce the carrying value of the assets to their fair values. Additionally, we wrote off fixed assets of $5 in connection with furniture and equipment located at the impaired office spaces. Separately, we performed an analysis surrounding initiatives that we are no longer pursuing and recorded an impairment of $43 associated with terminated software projects and an impairment of $6 related to personnel severance. The total restructuring and impairment charge of $70 was recorded to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income for the year ended December 31, 2022. During the year ended December 31, 2021, we evaluated our office space needs and, as a result of such analysis, surrendered certain office leases. We assessed the recoverability of the carrying value of the operating lease right of use assets related to these locations. Based on that assessment, the carrying values of the assets were not recoverable, and we recorded an impairment of $18 to reduce the carrying value of the assets to their fair values. Additionally, we accrued expenses of $6 for which we will not recognize any future economic benefits and wrote off leasehold improvements of $1. The fair values of the assets were determined using a discounted cash flow model based on management's assumptions regarding the ability to sublease the locations and the remaining term of the leases. The total charge of $25 was recorded to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income for the year ended December 31, 2021. During the year ended December 31, 2020, we recorded $24 of restructuring expenses primarily related to the write down of property and equipment, definite lived intangible assets and certain other assets related to the termination of the Automatic service in Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income. The termination of the Automatic service did not meet the requirements to be reported as a discontinued operation in our consolidated statements of comprehensive income because the termination of the service does not represent a strategic shift that will have a major effect on our operations and financial results. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the years ended December 31, 2022, 2021 and 2020. Common stock equivalents of $92, $93 and $62 for the years ended December 31, 2022, 2021 and 2020, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive. For the Years Ended December 31, 2022 2021 2020 Numerator: Net Income available to common stockholders for basic net income per common share $ 1,213 $ 1,314 $ 131 Effect of interest on assumed conversions of convertible notes, net of tax 4 8 8 Net Income available to common stockholders for dilutive net income per common share $ 1,217 $ 1,322 $ 139 Denominator: Weighted average common shares outstanding for basic net income per common share 3,916 4,062 4,330 Weighted average impact of assumed convertible notes 31 30 30 Weighted average impact of dilutive equity instruments 43 51 69 Weighted average shares for diluted net income per common share 3,990 4,143 4,429 Net income per common share: Basic $ 0.31 $ 0.32 $ 0.03 Diluted $ 0.31 $ 0.32 $ 0.03 |
Receivables, net
Receivables, net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Receivables, net | Receivables, net Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables. Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our consolidated statements of comprehensive income. Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties and do not expect issues in the foreseeable future. Receivables, net, consists of the following: December 31, 2022 December 31, 2021 Gross customer accounts receivable $ 585 $ 636 Allowance for doubtful accounts (11) (10) Customer accounts receivable, net $ 574 $ 626 Receivables from distributors 53 62 Other receivables 28 34 Total receivables, net $ 655 $ 722 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other , states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Our Sirius XM reporting unit, which has an allocated goodwill balance of $2,290, had a negative carrying amount as of December 31, 2022. As of December 31, 2022, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the years ended December 31, 2022 and 2021. During the year ended December 31, 2022, we elected to perform a quantitative goodwill assessment of our Pandora and Off-platform reporting unit and determined the fair value of the reporting unit using a combination of an income approach, employing a discounted cash flow model, and a market approach. The results of our 2022 goodwill impairment test indicated that the estimated fair value of our Pandora and Off-platform reporting unit exceeded its carrying amount. During the year ended December 31, 2020, we performed a quantitative goodwill assessment and determined the fair value of our reporting units using a combination of an income approach, employing a discounted cash flow model, and a market approach. The discounted cash flow model relied on assumptions, such as the extent of the economic downturn related to the COVID-19 pandemic, the expected timing of recovery, expected growth in profitability and discount rate, which we believed were appropriate. Additionally, assumptions related to guideline company financial multiples used in the market approach decreased based on market observations. The results of our 2020 goodwill impairment test indicated that the estimated fair value of the Sirius XM reporting unit exceeded its carrying amount. The carrying amount of the Pandora and Off-platform reporting unit exceeded its estimated fair value primarily due to a reduction in the long-term forecast to reflect increased costs related to royalty rates for streaming and increased uncertainty surrounding the projected demand for advertising and decrease of listening hours. As a result, we recorded a goodwill impairment charge of $956 during the year ended December 31, 2020 to write down the carrying amount of the Pandora and Off-platform goodwill in the Impairment, restructuring and acquisition costs line item in our consolidated statements of comprehensive income. As of December 31, 2022, the cumulative balance of goodwill impairments recorded was $5,722, of which $4,766 was recognized during the year ended December 31, 2008 and is included in the carrying amount of the goodwill allocated to our Sirius XM reporting unit and $956 was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora and Off-platform reporting unit. As of December 31, 2022, the carrying amount of goodwill for our Sirius XM and Pandora and Off-platform reporting units was $2,290 and $959, respectively. During the year ended December 31, 2022, we recorded $98 of goodwill related to acquisitions associated with our Pandora and Off-platform reporting unit. Refer to Note 3 for information regarding these acquisitions. Refer to the table below for our goodwill activity for the years ended December 31, 2022 and 2021: Sirius XM Pandora and Off-platform Total Balance at January 1, 2021 $ 2,290 $ 832 $ 3,122 Acquisition — 29 29 Balance at December 31, 2021 2,290 861 3,151 Acquisition — 98 98 Balance at December 31, 2022 $ 2,290 $ 959 $ 3,249 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets include the following: December 31, 2022 December 31, 2021 Weighted Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite life intangible assets: FCC licenses Indefinite $ 2,084 $ — $ 2,084 $ 2,084 $ — $ 2,084 Trademarks Indefinite 250 — 250 250 — 250 Definite life intangible assets: OEM relationships 15 years 220 (135) 85 220 (120) 100 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (21) 10 31 (19) 12 Due to Acquisitions recorded to Pandora Indefinite life intangible assets: Trademarks Indefinite 312 — 312 311 — 311 Definite life intangible assets: Customer relationships 8 years 442 (225) 217 441 (164) 277 Software and technology 5 years 391 (299) 92 373 (221) 152 Total intangible assets $ 3,775 $ (725) $ 3,050 $ 3,755 $ (569) $ 3,186 Indefinite Life Intangible Assets We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time. ASC 350-30-35, Intangibles - Goodwill and Other , provides for 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 identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. We completed a quantitative assessment of our FCC licenses and Pandora trademarks during the fourth quarter of 2022. As of the date of our annual assessment for 2022, our impairment assessment of the fair value of our indefinite intangible assets indicated that the estimated fair value of our FCC licenses and Pandora trademarks exceeded their carrying values and therefore no impairment exists. We completed our qualitative assessments of our FCC licenses and XM and Pandora trademarks during the fourth quarter of 2021. As of the date of our annual assessment, our qualitative impairment assessment of the fair value of our indefinite intangible assets indicated that the fair value of such assets exceeded their carrying value and therefore were not at risk of impairment. We completed a quantitative assessment of our FCC licenses and XM and Pandora trademarks during the fourth quarter of 2020. As of the date of our annual assessment for 2020, our impairment assessment of the fair value of our indefinite intangible assets indicated that the carrying value of our Pandora trademark exceeded the fair value of the asset by $20. The excess carrying value was written off and recognized in the Impairment, restructuring and acquisition costs line item in our consolidated statements of comprehensive income. The impairment assessment for our FCC licenses and XM trademark indicate that the fair value of such assets substantially exceeded their carrying value and therefore were not at risk of impairment. During the year ended December 31, 2020, we also recognized an impairment loss of less than $1 for intangible assets with indefinite lives related to the termination of the Automatic service. Definite Life Intangible Assets Definite-lived intangible assets are amortized over their respective estimated useful lives to their estimated residual values, in a pattern that reflects when the economic benefits will be consumed, and are 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 in an amount by which the carrying amount of the asset exceeds its fair value. No impairment loss was recognized for intangible assets with definite lives during the years ended December 31, 2022, 2021 and 2020. Amortization expense for all definite life intangible assets was $156, $154 and $152 for the years ended December 31, 2022, 2021 and 2020, respectively. There were no retirements of definite lived intangible assets during the years ended December 31, 2022 and 2021. There were retirements of definite lived intangible assets of $17, which included a loss of $4, due to the termination of the Automatic service, during the year ended December 31, 2020. The expected amortization expense for each of the fiscal years 2023 through 2027 and for periods thereafter is as follows: Years ending December 31, Amount 2023 $ 144 2024 77 2025 72 2026 71 2027 25 Thereafter 15 Total definite life intangible assets, net $ 404 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
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 15 years Terrestrial repeater network 5 - 15 years Broadcast studio equipment 3 - 15 years Capitalized software and hardware 2 - 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 the 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 in an amount by which the carrying amount exceeds the fair value of the asset. During the year ended December 31, 2022, we recorded impairment charges of $48 related to the write off of terminated software projects and fixed assets in connection with furniture and equipment located at impaired office spaces. Refer to the Note 5 for more information. During the year ended December 31, 2021, we recorded an impairment charge of $220 related to our SXM-7 satellite which was offset by insurance recoveries. Refer to the discussion below for more information. We did not record any impairment charges during the year ended 2020. Property and equipment, net, consists of the following: December 31, 2022 December 31, 2021 Satellite system $ 1,841 $ 1,841 Terrestrial repeater network 118 116 Leasehold improvements 100 109 Broadcast studio equipment 133 119 Capitalized software and hardware 1,821 1,591 Satellite telemetry, tracking and control facilities 76 67 Furniture, fixtures, equipment and other 89 92 Land 32 38 Building 70 81 Construction in progress 313 156 Total property and equipment 4,593 4,210 Accumulated depreciation (3,094) (2,760) Property and equipment, net $ 1,499 $ 1,450 Construction in progress consists of the following: December 31, 2022 December 31, 2021 Satellite system $ 212 $ 64 Terrestrial repeater network 10 1 Capitalized software and hardware 56 78 Other 35 13 Construction in progress $ 313 $ 156 Depreciation and amortization expense on property and equipment was $380, $379 and $354 for the years ended December 31, 2022, 2021 and 2020, respectively. During the year ended December 31, 2022, we wrote off furniture and equipment in connection with impaired office space leases and we disposed of assets associated with software development initiatives that we are no longer pursuing. In addition to the property and equipment impaired above, we sold real estate during the year ended December 31, 2022 for net proceeds of $15 resulting in a gain of $8 which has been recorded to Impairment, restructuring and acquisition costs line item in our consolidated statements of comprehensive income. We retired property and equipment of $65 during the year ended December 31, 2021 and $94 during the year ended December 31, 2020, which included a loss of $13 related to the termination of the Automatic service. We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $5, $7 and $19 for the years ended December 31, 2022, 2021 and 2020, respectively, which related to the construction of our SXM-7, SXM-8, SXM-9 and SXM-10 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $16, $13 and $17 for the years ended December 31, 2022, 2021 and 2020, respectively. Satellites As of December 31, 2022, we operated a fleet of six satellites. Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite license. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The chart below provides certain information on our satellites as of December 31, 2022: Satellite Description Year Delivered Estimated End of FCC License Expiration Year SIRIUS FM-5 2009 2024 2025 SIRIUS FM-6 2013 2028 2030 XM-3 2005 2020 2026 XM-4 2006 2021 2023 XM-5 2010 2025 2026 SXM-8 2021 2036 2029 During the year ended December 30, 2021, we recorded an impairment charge of $220 to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income related to the total loss of the SXM-7 satellite. We procured insurance for SXM-7 to cover the risks associated with the satellite's launch and first year of in-orbit operation. The aggregate coverage under the insurance policies with respect to SXM-7 was $225. During the year ended December 30, 2021, we collected $225 of insurance recoveries. Of this amount, $220 was recorded as a reduction to Impairment, restructuring and acquisition costs during year ended December 30, 2021. The remaining $5 was recorded in Other income during the year ended December 30, 2021. SXM-7 remains in-orbit at its assigned orbital location, but is not being used to provide satellite radio service. Our SXM-8 satellite was successfully launched into a geostationary orbit on June 6, 2021 and was placed into service on September 8, 2021 following the completion of in-orbit testing. Our SXM-8 satellite replaced our XM-3 satellite. During the year ended December 31, 2022, we replaced our XM-4 satellite with our XM-5 satellite. As of December 31, 2022, our XM-3 and XM-4 satellites remain available as in-orbit spares. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 21 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. During the years ended December 31, 2022 and 2021, we ceased using certain leased locations and recorded an impairment charge of $16 and $18, respectively, to write down the carrying value of the right-of-use assets for these locations to their estimated fair values. Refer to Note 5 for additional information. The components of lease expense were as follows: For the Years Ended December 31, 2022 2021 Operating lease cost $ 76 $ 76 Finance lease cost 1 1 Sublease income (3) (4) Total lease cost $ 74 $ 73 Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 81 $ 82 Financing cash flows from finance leases $ 1 $ 1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 28 $ 3 Supplemental balance sheet information related to leases was as follows: December 31, 2022 December 31, 2021 Operating Leases Operating lease right-of-use assets $ 315 $ 358 Operating lease current liabilities 50 49 Operating lease liabilities 320 362 Total operating lease liabilities $ 370 $ 411 December 31, 2022 December 31, 2021 Finance Leases Property and equipment, gross $ 22 $ 9 Accumulated depreciation (8) (8) Property and equipment, net $ 14 $ 1 Current maturities of debt $ 3 $ — Long-term debt 9 — Total finance lease liabilities $ 12 $ — December 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term Operating leases 8 years 8 years Finance leases 4 years 0 years December 31, 2022 December 31, 2021 Weighted Average Discount Rate Operating leases 5.2 % 5.3 % Finance leases 2.3 % — % Maturities of lease liabilities were as follows: Operating Leases Finance Leases Year ending December 31, 2023 $ 68 $ 3 2024 62 3 2025 61 4 2026 58 2 2027 52 — Thereafter 149 — Total future minimum lease payments 450 12 Less imputed interest (80) — Total $ 370 $ 12 |
Leases | Leases We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 21 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. During the years ended December 31, 2022 and 2021, we ceased using certain leased locations and recorded an impairment charge of $16 and $18, respectively, to write down the carrying value of the right-of-use assets for these locations to their estimated fair values. Refer to Note 5 for additional information. The components of lease expense were as follows: For the Years Ended December 31, 2022 2021 Operating lease cost $ 76 $ 76 Finance lease cost 1 1 Sublease income (3) (4) Total lease cost $ 74 $ 73 Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 81 $ 82 Financing cash flows from finance leases $ 1 $ 1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 28 $ 3 Supplemental balance sheet information related to leases was as follows: December 31, 2022 December 31, 2021 Operating Leases Operating lease right-of-use assets $ 315 $ 358 Operating lease current liabilities 50 49 Operating lease liabilities 320 362 Total operating lease liabilities $ 370 $ 411 December 31, 2022 December 31, 2021 Finance Leases Property and equipment, gross $ 22 $ 9 Accumulated depreciation (8) (8) Property and equipment, net $ 14 $ 1 Current maturities of debt $ 3 $ — Long-term debt 9 — Total finance lease liabilities $ 12 $ — December 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term Operating leases 8 years 8 years Finance leases 4 years 0 years December 31, 2022 December 31, 2021 Weighted Average Discount Rate Operating leases 5.2 % 5.3 % Finance leases 2.3 % — % Maturities of lease liabilities were as follows: Operating Leases Finance Leases Year ending December 31, 2023 $ 68 $ 3 2024 62 3 2025 61 4 2026 58 2 2027 52 — Thereafter 149 — Total future minimum lease payments 450 12 Less imputed interest (80) — Total $ 370 $ 12 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the normal course of business, we enter into transactions with related parties such as Sirius XM Canada and SoundCloud. Liberty Media As of December 31, 2022, Liberty Media beneficially owned, directly and indirectly, approximately 82% of the outstanding shares of our common stock. Liberty Media has three of its executives and one of its directors on our board of directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors. On February 1, 2021, Holdings entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement was negotiated and approved by a special committee of Holdings’ board of directors, all of whom are independent of Liberty Media. Refer to Note 17 for more information regarding the tax sharing agreement. Sirius XM Canada Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share. Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance. On March 15, 2022, Sirius XM and Sirius XM Canada entered into an amended and restated services and distribution agreement. The amended and restated services and distribution agreement modified the existing Services Agreement and terminated the existing Advisory Agreement, each dated as of May 25, 2017, between Sirius XM and Sirius XM Canada. Pursuant to the amended and restated services and distribution agreement, the fee payable by Sirius XM Canada to Sirius XM was modified from a fixed percentage of revenue to a variable fee, based on a target operating profit for Sirius XM Canada. Such variable fee is expected to be evaluated annually based on comparable companies. In accordance with the amended and restated services and distribution agreement, the fee is payable on a monthly basis, in arrears, beginning January 1, 2022. In May 2017, Sirius XM extended a loan to Sirius XM Canada in the principal amount of $131. Prior to the March 2022 amendment, cumulative note repayments by Sirius XM Canada were $10. In connection with the execution of the amended and restated services and distribution agreement, Sirius XM forgave $113 in principal amount of such loan to Sirius XM Canada, leaving an outstanding principal amount of $8 on such loan. The principal amount that was forgiven by Sirius XM was considered satisfied and as contributed capital from Sirius XM. Our related party long-term assets as of December 31, 2022 and December 31, 2021 included the carrying value of our investment balance in Sirius XM Canada of $412 and $334, respectively, and, as of December 31, 2022 and December 31, 2021, also included $8 and $120, respectively, for the long-term value of the outstanding loan to Sirius XM Canada. Sirius XM Canada paid gross dividends to us of $9, $2 and $2 during the years ended December 31, 2022, 2021 and 2020, respectively. Dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Other (expense) income for any remaining portion. We recorded revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income of $111, $101 and $97 during the years ended December 31, 2022, 2021 and 2020, respectively. SoundCloud We have an investment in SoundCloud which is accounted for as an equity method investment and recorded in Related party long-term assets in our consolidated balance sheets. Sirius XM has appointed two individuals to serve on SoundCloud's nine-member board of managers. Sirius XM's share of SoundCloud's net loss was $6, $2 and $1 for the years ended December 31, 2022, 2021 and 2020, respectively, which was recorded in Other (expense) income in our consolidated statements of comprehensive income. In addition to our investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive ad sales representative in the US and certain European countries. Through this arrangement, Pandora offers advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We recorded revenue share expense related to this agreement of $55, $60 and $55 for the years ended December 31, 2022, 2021 and 2020, respectively. We also had related party liabilities of $19 and $24 as of December 31, 2022 and 2021, respectively, related to this agreement. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our debt as of December 31, 2022 and December 31, 2021 consisted of the following: Principal Amount at Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest December 31, 2022 December 31, 2022 December 31, 2021 Pandora June 2018 1.75% Convertible Senior Notes December 1, 2023 semi-annually on June 1 and December 1 $ 193 $ 193 $ 177 Sirius XM April 2022 Incremental Term Loan April 11, 2024 variable fee paid monthly 500 500 — Sirius XM August 2021 3.125% Senior Notes September 1, 2026 semi-annually on March 1 and September 1 1,000 992 990 Sirius XM July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,492 1,491 Sirius XM June 2021 4.00% Senior Notes July 15, 2028 semi-annually on January 15 and July 15 2,000 1,982 1,979 Sirius XM June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,240 1,239 Sirius XM June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500 1,487 1,485 Sirius XM August 2021 3.875% Senior Notes September 1, 2031 semi-annually on March 1 and September 1 1,500 1,485 1,484 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") August 31, 2026 variable fee paid quarterly 80 80 — Sirius XM Various Finance leases Various n/a n/a 12 — Total Debt 9,463 8,845 Less: total current maturities 196 — Less: total deferred financing costs 11 13 Total long-term debt $ 9,256 $ 8,832 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the incremental term loan and these notes. (c) Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes. (d) We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the acquisition of Pandora Media, Inc. in 2019. Prior to the adoption of ASU 2020-06, we allocated the principal amount of the 1.75% Convertible Senior Notes due 2023 between the liability and equity components. During the three months ended March 31, 2022, we adopted ASU 2020-06 as of January 1, 2022, which removed the separation model for convertible debt with cash conversion features. Refer to Note 2 for more information on the adoption of ASU 2020-06. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and were not redeemable as of December 31, 2022. (e) In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of December 31, 2022. All of 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. (f) In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500 which matures on April 11, 2024. Interest on the Incremental Term Loan borrowing is based on the Adjusted Term Secured Overnight Financing Rate plus an applicable rate. Retired Debt On August 2, 2021, Sirius XM redeemed $1,000 in outstanding principal amount of its 3.875% Senior Notes due 2022 for an aggregate purchase price, including interest, of $1,019. On August 16, 2021, Sirius XM redeemed $1,500 in outstanding principal amount of its 4.625% Senior Notes due 2024 for an aggregate purchase price, including premium and interest, of $1,541. On September 2, 2021, Sirius XM redeemed $1,000 in outstanding principal amount of its 5.375% Senior Notes due 2026 for an aggregate purchase price, including premium and interest, of $1,034. During the year ended December 31, 2021, we recognized $83 to Loss on extinguishment of debt, consisting primarily of redemption premiums of $62, unamortized discount and unamortized deferred financing fees, as a result of these redemptions. On July 9, 2020, Sirius XM redeemed $500 of its then outstanding 4.625% Senior Notes due 2023 for an aggregate redemption price, including premium and interest, of $507. On July 9, 2020, Sirius XM also redeemed $1,000 of its then outstanding 5.375% Senior Notes due 2025 for an aggregate redemption price, including premium and interest, of $1,039. During the year ended December 31, 2020, we recognized $40 to Loss on extinguishment of debt, consisting primarily of redemption premiums, unamortized discount and deferred financing fees, as a result of these redemptions. Covenants and Restrictions Under the Credit Facility, Sirius XM, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions. The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis. The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate. Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable. The indenture governing the Pandora 2023 Notes (as defined below) contains covenants that limit Pandora’s ability to merge or consolidate and provides for customary events of default, which include nonpayment of principal or interest, breach of covenants, payment defaults or acceleration of other indebtedness and certain events of bankruptcy. At December 31, 2022 and December 31, 2021, we were in compliance with our debt covenants. Pandora Convertible Notes Pandora's 1.75% Convertible Senior Notes due 2023 (the “Pandora 2023 Notes”) are unsecured, senior obligations of Pandora. Holdings has guaranteed the payment and performance obligations of Pandora under the Pandora 2023 Notes and the indenture governing the Pandora 2023 Notes. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock, par value $0.001 per share We are authorized to issue up to 9,000 shares of common stock. There were 3,891 and 3,968 shares of common stock issued and 3,891 and 3,967 shares of common stock outstanding on December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022, there were 219 shares of common stock reserved for issuance in connection with outstanding stock-based awards to members of our board of directors, employees and third parties. Special Dividend During the year ended December 31, 2022, our board of directors declared and paid the following special cash dividend on our common stock: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 31, 2022 $ 0.25 February 11, 2022 $ 987 February 25, 2022 Quarterly Dividends During the year ended December 31, 2022, our board of directors also declared and paid the following dividends: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 26, 2022 $ 0.0219615 February 11, 2022 $ 86 February 25, 2022 April 19, 2022 $ 0.0219615 May 6, 2022 $ 86 May 25, 2022 July 14, 2022 $ 0.0219615 August 5, 2022 $ 86 August 31, 2022 November 1, 2022 $ 0.0242 November 11, 2022 $ 94 November 30, 2022 Stock Repurchase Program As of December 31, 2022, our board of directors had approved for repurchase an aggregate of $18,000 of our common stock. Our board of directors did not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its affiliates, or otherwise. As of December 31, 2022, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3,662 shares for $16,558, and $1,442 remained available for future share repurchases under our stock repurchase program. The following table summarizes our total share repurchase activity for the years ended: December 31, 2022 December 31, 2021 December 31, 2020 Share Repurchase Type Shares Amount Shares Amount Shares Amount Open Market Repurchases 103 $ 639 245 $ 1,512 267 $ 1,574 Preferred Stock, par value $0.001 per share We are authorized to issue up to 50 shares of undesignated preferred stock with a liquidation preference of $0.001 per share. There were no shares of preferred stock issued or outstanding as of December 31, 2022 and December 31, 2021. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans We recognized share-based payment expense of $197, $202 and $223 for the years ended December 31, 2022, 2021 and 2020, respectively. We account for equity instruments granted 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. 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. We measure restricted stock unit awards using the fair market value of the restricted shares of common stock on the day the award is granted. We measure the value of restricted units that will vest depending a relative total stockholder return metric – that is, the performance of our common stock as compared other companies included in the S&P 500 Index – using a special option-based valuation method, known as a Monte Carlo simulation. Since the results of such awards depend on future results, which are not known on the grant date, the Monte Carlo simulation attempts to take into consideration the terms of the awards, potential future returns, payout rates, and other factors to estimate a fair value of the award. The Monte Carlo simulation method uses factual data for the company and employs various assumptions. Stock-based awards granted to employees, non-employees and members of our board of directors include stock options and restricted stock units. Fair value as determined using the Black-Scholes-Merton model varies based on assumptions used for the expected life, expected stock price volatility, expected dividend yield and risk-free interest rates. For the years ended December 31, 2022, 2021 and 2020, 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 for non-employees, contractual terms are used. Dividend yield is based on the current expected annual dividend per share and our stock price. 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. 2015 Long-Term Stock Incentive Plan In May 2015, our stockholders approved the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards under the 2015 Plan. The 2015 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the Compensation Committee of our Board of Directors deems appropriate. Stock-based awards granted under the 2015 Plan are generally subject to a graded vesting requirement, which is generally three The Compensation Committee intends to award equity-based compensation to our senior management in the form of: 25% stock options, which awards will vest in equal installments on the first three anniversaries of the date of grant; 25% restricted stock units, which awards will vest in equal installments on the first three anniversaries of the date of grant; 25% PRSUs, which will cliff vest on the third anniversary of the date of grant after a two-year performance period if the free cash flow target established by the Compensation Committee is achieved; and 25% PRSUs, which will cliff vest after a three-year performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index. We refer to this performance measure as a relative “TSR” or “total stockholder return” metric. PRSUs based on the relative total stockholder return metric will only vest if our performance achieves at least the 25th percentile, with a target payout requiring performance at the 50th percentile. The settlement of PRSUs earned in respect of the applicable three-year performance period will be generally subject to the executive’s continued employment with us through the date the total stockholder return performance is certified by the Compensation Committee. Other Plans We maintain six share-based benefit plans in addition to the 2015 Plan — the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc., the Pandora Media, Inc. 2011 Equity Incentive Plan, the Pandora Media, Inc. 2004 Stock Plan and the TheSavageBeast.com, Inc. 2000 Stock Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans. The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees: For the Years Ended December 31, 2022 2021 2020 Risk-free interest rate 2.0% 0.6% 1.0% Expected life of options — years 3.40 6.06 3.91 Expected stock price volatility 31% 33% 28% Expected dividend yield 1.3% 1.0% 0.8% The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2022, 2021 and 2020: Options Weighted-Average Exercise Price Per Share (1) Weighted-Average Aggregate Outstanding at the beginning of January 1, 2020 208 $ 4.46 Granted 11 $ 6.87 Exercised (33) $ 3.66 Forfeited, cancelled or expired (2) $ 6.28 Outstanding as of December 31, 2020 184 $ 4.73 Granted 54 $ 6.14 Exercised (72) $ 3.98 Forfeited, cancelled or expired (5) $ 6.73 Outstanding as of December 31, 2021 161 $ 5.47 Granted 11 $ 6.46 Exercised (35) $ 4.31 Forfeited, cancelled or expired (3) $ 6.52 Outstanding as of December 31, 2022 134 $ 5.55 5.44 $ 69 Exercisable as of December 31, 2022 78 $ 5.18 4.58 $ 69 (1) On February 25, 2022, we paid a special dividend which resulted in a $0.25 reduction to the exercise price of all options outstanding as of February 11, 2022. The table above reflects the exercise price reduction for all stock option activity during the year ended December 31, 2022 and for the outstanding and exercisable balances as of December 31, 2022. Stock option activity and balances prior to January 1, 2022 were not adjusted in the table above. The weighted average grant date fair value per stock option granted during the years ended December 31, 2022, 2021 and 2020 was $1.48, $1.77 and $1.46, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2022, 2021 and 2020 was $77, $170 and $94, respectively. During the years ended December 31, 2022, 2021 and 2020, the number of net settled shares issued as a result of stock option exercises was 8, 22 and 8, respectively. We recognized share-based payment expense associated with stock options of $35, $42 and $45 for the years ended December 31, 2022, 2021 and 2020, respectively. The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the years ended December 31, 2022, 2021 and 2020: Shares Grant Date Nonvested at the beginning of January 1, 2020 75 $ 5.95 Granted 37 $ 6.14 Vested (32) $ 5.89 Forfeited (5) $ 6.00 Nonvested as of December 31, 2020 75 $ 6.06 Granted 40 $ 6.35 Vested (26) $ 6.02 Forfeited (9) $ 6.11 Nonvested as of December 31, 2021 80 $ 6.22 Granted 46 $ 6.55 Vested (32) $ 6.18 Forfeited (9) $ 6.36 Nonvested as of December 31, 2022 85 $ 6.38 The total intrinsic value of restricted stock units, including PRSUs, vesting during the years ended December 31, 2022, 2021 and 2020 was $207, $166 and $196, respectively. During the years ended December 31, 2022, 2021 and 2020, the number of net settled shares issued as a result of restricted stock units vesting totaled 19, 16 and 20, respectively. During the years ended December 31, 2022, 2021 and 2020, we granted 6, 7 and 4 PRSUs, respectively, to certain employees. We believe it is probable that the performance target applicable to these PRSUs will be achieved. In connection with the cash dividends paid during each of the years ended December 31, 2022, 2021 and 2020, we granted 4, 1 and 1 restricted stock units, including PRSUs, in accordance with the terms of existing award agreements, respectively. These grants did not result in any additional incremental share-based payment expense being recognized during the years ended December 31, 2022, 2021 and 2020. We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $162, $160 and $178 for the years ended December 31, 2022, 2021 and 2020, respectively. Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units, including PRSUs, granted to employees, members of our board of directors and third parties at December 31, 2022 and December 31, 2021 was $472 and $455, respectively. The total unrecognized compensation costs at December 31, 2022 are expected to be recognized over a weighted-average period of 2.5 years. 401(k) Savings Plans Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan. Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions. Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution. We recognized expenses of $19, $21 and $16 for the years ended December 31, 2022, 2021 and 2020, respectively, in connection with the Sirius XM Plan. Sirius XM Holdings Inc. Deferred Compensation Plan The Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”) allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable. Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP. Contributions to the DCP, net of withdrawals, for the years ended December 31, 2022, 2021 and 2020 were $(1), $4 and $8, respectively. As of December 31, 2022 and December 31, 2021, the fair value of the investments held in the trust were $47 and $56, respectively, which is included in Other long-term assets in our consolidated balance sheets and classified as trading securities. Trading gains and losses associated with these investments are recorded in Other (expense) income within our consolidated statements of comprehensive income. The associated liability is recorded within Other long-term liabilities in our consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our consolidated statements of comprehensive income. We recorded (losses) gains on investments held in the trust of $(10), $5 and $3 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total Debt obligations $ 196 $ 503 $ 4 $ 1,082 $ 1,500 $ 6,250 $ 9,535 Cash interest payments 417 392 384 381 344 636 2,554 Satellite and transmission 282 232 124 60 2 10 710 Programming and content 392 284 218 125 61 110 1,190 Sales and marketing 65 72 63 16 5 — 221 Satellite incentive payments 7 8 7 4 3 15 44 Operating lease obligations 64 50 46 43 38 67 308 Royalties, minimum guarantees and other 346 241 56 38 1 1 683 Total (1) $ 1,769 $ 1,782 $ 902 $ 1,749 $ 1,954 $ 7,089 $ 15,245 (1) The table does not include our reserve for uncertain tax positions, which at December 31, 2022 totaled $81. Debt obligations. Debt obligations include principal payments on outstanding debt and finance lease obligations. Cash interest payments. Cash interest payments include interest due on outstanding debt and capital lease payments through maturity. Satellite and transmission. We have entered into agreements for the design and construction of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12. We have also entered into agreements to launch two of those satellites. We also have entered into agreements with third parties to operate and maintain satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks. Programming and content. We have entered into various programming and content agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. In certain of these agreements, the future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments. Sales and marketing. We have entered into various marketing, sponsorship and distribution agreements to promote our brands and are obligated to make payments to sponsors, retailers, automakers, radio manufacturers and other third parties under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors. Satellite incentive payments. Maxar Technologies (formerly Space Systems/Loral), the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-5, SIRIUS FM-6, and SXM-8 meeting their fifteen-year design life, which we expect to occur. Operating lease obligations. We have entered into both cancelable and non-cancelable operating leases for office space, terrestrial repeaters, data centers and equipment. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one Royalties, Minimum Guarantees and Other. We have entered into music royalty arrangements that include fixed payments. In addition, certain of our podcast agreements also contain minimum guarantees. As of December 31, 2022, we had future fixed commitments related to music royalty and podcast agreements of $484, of which $217 will be paid in 2023 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual content costs incurred or the cumulative minimum guarantee based on forecasted usage for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasted usage, considers factors such as listening hours, downloads, revenue, subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method. Several of our content agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, cause our payments under those agreements to escalate. In addition, record labels, publishers and performing rights organizations with whom we have entered into direct license agreements have the right to audit our content payments, and such audits often result in disputes over whether we have paid the proper content costs. We have also entered into various agreements with third parties for general operating purposes. The cost of our common stock acquired in our capital return program but not paid for as of December 31, 2022 was also included in this category. In addition to the minimum contractual cash commitments described above, we have entered into other variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Legal Proceedings In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including those discussed below. We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any. Pre-1972 Sound Recording Litigation. On October 2, 2014, Flo & Eddie Inc. filed a class action suit against Pandora in the federal district court for the Central District of California. The complaint alleges a violation of California Civil Code Section 980, unfair competition, misappropriation and conversion in connection with the public performance of sound recordings recorded prior to February 15, 1972 (which we refer to as, “pre-1972 recordings”). On December 19, 2014, Pandora filed a motion to strike the complaint pursuant to California’s Anti-Strategic Lawsuit Against Public Participation (“Anti-SLAPP”) statute, which following denial of Pandora’s motion was appealed to the Ninth Circuit Court of Appeals. In March 2017, the Ninth Circuit requested certification to the California Supreme Court on the substantive legal questions. The California Supreme Court accepted certification. In May 2019, the California Supreme Court issued an order dismissing consideration of the certified questions on the basis that, following the enactment of the Orrin G. Hatch-Bob Goodlatte Music Modernization Act, Pub. L. No. 115-264, 132 Stat. 3676 (2018) (the “MMA”), resolution of the questions posed by the Ninth Circuit Court of Appeals was no longer “necessary to . . . settle an important question of law.” The MMA grants a potential federal preemption defense to the claims asserted in the aforementioned lawsuits. In July 2019, Pandora took steps to avail itself of this preemption defense, including making the required payments under the MMA for certain of its uses of pre-1972 recordings. Based on the federal preemption contained in the MMA (along with other considerations), Pandora asked the Ninth Circuit to order the dismissal of the Flo & Eddie, Inc. v. Pandora Media, Inc. case. On October 17, 2019, the Ninth Circuit Court of Appeals issued a memorandum disposition concluding that the question of whether the MMA preempts Flo and Eddie's claims challenging Pandora's performance of pre-1972 recordings “depends on various unanswered factual questions” and remanded the case to the District Court for further proceedings. In October 2020, the District Court denied Pandora’s renewed motion to dismiss the case under California’s anti-SLAPP statute, finding the case no longer qualified for anti-SLAPP due to intervening changes in the law, and denied Pandora’s renewed attempt to end the case. Alternatively, the District Court ruled that the preemption defense likely did not apply to Flo & Eddie’s claims, in part because the District Court believed that the MMA did not apply retroactively. Pandora promptly appealed the District Court’s decision to the Ninth Circuit, and moved to stay appellate briefing pending the appeal of a related case against Sirius XM. On January 13, 2021, the Ninth Circuit issued an order granting the stay of appellate proceedings pending the resolution of a related case against Sirius XM. On August 23, 2021, the United States Court of Appeals for the Ninth Circuit issued an Opinion in a related case, Flo & Eddie Inc. v. Sirius XM Radio Inc. The related case also concerned a class action suit brought by Flo & Eddie Inc. regarding the public performance of pre-1972 recordings under California law. Relying on California’s copyright statute, Flo & Eddie argued that California law gave it the “exclusive ownership” of its pre-1972 songs, including the right of public performance. The Ninth Circuit reversed the District Court’s grant of partial summary judgment to Flo & Eddie Inc. The Ninth Circuit held that the District Court in this related case erred in concluding that “exclusive ownership” under California’s copyright statute included the right of public performance. The Ninth Circuit remanded the case for entry of judgment consistent with the terms of the parties’ contingent settlement agreement, and on October 6, 2021, the parties to the related case stipulated to its dismissal with prejudice. The Flo & Eddie Inc. v. Sirius XM Radio Inc. decision is precedential in the Ninth Circuit, and therefore we believe substantially narrows the claims that Flo & Eddie may continue to assert against Pandora. Following issuance of the Flo & Eddie Inc. v. Sirius XM Radio Inc. opinion, on September 3, 2021, the Ninth Circuit lifted the stay of appellate proceedings in Flo & Eddie, Inc. v. Pandora Media, LLC . Pandora promptly filed an appeal of the District Court’s order denying the renewed motion to dismiss the case under California’s anti-SLAAP statute. On June 2, 2022, the Ninth Circuit upheld the District Court’s order denying dismissal of the case under California’s anti-SLAPP statute, finding that Pandora had failed to demonstrate that Flo & Eddie’s claims arise from Pandora’s protected conduct. As part of the decision, the Ninth Circuit noted that Pandora had forcefully argued that the Court’s decision in Flo & Eddie Inc. v. Sirius XM Radio Inc., and other decisions under New York, Florida and Georgia law, foreclosed Flo & Eddie’s claims as a matter of law. Because the case has been pending for over seven years, the Ninth Circuit remanded the case to the District Court and directed “the district court to consider expedited motions practice on the legal validity of Flo & Eddie’s claims in light of the intervening precedent.” On September 29, 2022, Flo & Eddie filed an Amended Complaint, and on October 13, 2022, Pandora filed an Answer to the Amended Complaint. In accordance with the directive of the Ninth Circuit, the parties have agreed to a schedule for a Motion for Summary Judgment. In November 2022, Pandora filed a Motion for Summary Judgment and briefing on this Motion is expected to be completed in February 2023. Other Matters . In the ordinary course of business, we are a defendant in various other lawsuits and arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; parties to contracts or leases; and owners of patents, trademarks, copyrights or other intellectual property. None of these other matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Current federal income tax expense or benefit represents the amounts expected to be reported on our income tax return, and deferred income tax expense or benefits represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted income tax rates that will be in effect when these differences reverse. The current state income tax provision is primarily related to taxable income in certain states that have suspended or limited the ability to use net operating loss carryforwards or where net operating losses have been fully utilized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. We have historically filed a consolidated federal income tax return for all of our wholly owned subsidiaries, including Sirius XM and Pandora. On February 1, 2021, we entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement contains provisions that we believe are customary for tax sharing agreements between members of a consolidated group. On November 3, 2021, Liberty Media informed us that it beneficially owned over 80% of the outstanding shares of our common stock, resulting in our inclusion in the 2021 consolidated tax return of Liberty Media. The tax sharing agreement and our inclusion in Liberty Media’s consolidated tax group is not expected to have any material adverse effect on us. We have calculated the provision for income taxes by using a separate return method. Our current tax expense is the amount of tax payable on the basis of a hypothetical, current-year separate return. We provided deferred taxes on temporary differences and on any carryforwards that we could claim on our hypothetical return and assess the need for a valuation allowance on the basis of our projected separate return results. Any difference between the tax expense (or benefit) allocated to us under the separate return method and payments to be made for (or received from) Liberty Media for tax expense are treated as either dividends or capital contributions. Income tax expense consisted of the following: For the Years Ended December 31, 2022 2021 2020 Current taxes: Federal $ (140) $ (31) $ — State (50) (50) (61) Total current taxes (190) (81) (61) Deferred taxes: Federal (163) (210) (219) State (39) 79 (19) Total deferred taxes (202) (131) (238) Total income tax expense $ (392) $ (212) $ (299) The following table presents a reconciliation of the U.S. federal statutory tax rate and our effective tax rate: For the Years Ended December 31, 2022 2021 2020 Federal tax expense, at statutory rate 21.0 % 21.0 % 21.0 % State income tax expense, net of federal benefit 4.1 % 4.1 % 4.2 % Change in valuation allowance 2.2 % 1.5 % 0.7 % Tax credits (1.5) % (4.7) % (10.2) % Share-based compensation (0.8) % (1.0) % (3.5) % Impact of nondeductible compensation 0.8 % 0.6 % 2.6 % Automatic worthless stock deduction — % — % (3.5) % Goodwill impairment — % — % 53.7 % Uncertain tax positions (0.8) % (0.1) % 4.4 % Audit Settlements — % (7.6) % — % Other, net (0.6) % 0.1 % 0.1 % Effective tax rate 24.4 % 13.9 % 69.5 % Our effective tax rate of 24.4% for the year ended December 31, 2022 was primarily impacted by federal and state income tax expense as well as changes in state valuation allowance, partially offset by a benefit related to research and development and certain other credits. Our effective tax rate of 13.9% for the year ended December 31, 2021 was primarily impacted by federal and state income tax expense, partially offset by settlements with various states as well as a benefit related to research and development and certain other credits. Our effective tax rate of 69.5% for the year ended December 31, 2020 was primarily impacted by the nondeductible Pandora goodwill impairment charge, partially offset by the recognition of excess tax benefits related to share-based compensation, a benefit related to state and federal research and development and certain other credits and a worthless stock deduction associated with the termination of the Automatic service. 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. 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. Our 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. The weight given to the potential effects of positive and negative evidence is based on the extent to which it can be objectively verified. 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, shown before jurisdictional netting, are presented below: For the Years Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards and tax credits $ 405 $ 681 Deferred revenue 45 52 Accrued bonus 28 35 Expensed costs capitalized for tax 66 9 Investments 23 20 Stock based compensation 54 57 Operating lease liability 94 104 Other 17 12 Total deferred tax assets 732 970 Deferred tax liabilities: Depreciation of property and equipment (206) (286) FCC license (520) (522) Other intangible assets (234) (263) Right of use asset (77) (89) Other — (5) Total deferred tax liabilities (1,037) (1,165) Net deferred tax assets before valuation allowance (305) (195) Valuation allowance (113) (83) Total net deferred tax (liability) asset $ (418) $ (278) Net operating loss carryforwards and tax credits decreased as a result of the utilization of net operating losses related to current year taxable income. For the years ended December 31, 2022 and 2021, we recorded $25 and $71 for state and federal tax credits, respectively. As of December 31, 2022, our gross federal net operating loss carryforwards were approximately $423 which are subject to Section 382 limitations. As of December 31, 2022 and 2021, we had a valuation allowance related to deferred tax assets of $113 and $83, respectively, that were not likely to be realized due to the timing of certain federal and state net operating loss limitations. During the year ended December 31, 2022, our valuation allowance increased primarily as a result of the impact of decrease in forecasted earnings, resulting in lower projected utilization of state and local net operating losses. This was partially offset by a write off of a valuation allowance that was recorded on net operating losses that expired during the current year. As a portion of these net operating losses are not anticipated to be realizable, we increased our valuation allowance for those expected to expire un-utilized based on taxable income projections. ASC 740, Income Taxes , 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. If the tax position is not more likely than not to be sustained, the gross amount of the unrecognized tax position will not be recorded in the financial statements but will be shown in tabular format within the uncertain income tax positions. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs due to the following conditions: (1) the tax position is “more likely than not” to be sustained, (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or (3) the statute of limitations for the tax position has expired. A number of years may elapse before an uncertain tax position is effectively settled or until there is a lapse in the applicable statute of limitations. We record interest and penalties related to uncertain tax positions in Income tax expense in our consolidated statements of comprehensive income. As of December 31, 2022 and 2021, we had unrecognized tax benefits and uncertain tax positions of $198 and $179, respectively. If recognized, $198 of unrecognized tax benefits would affect our effective tax rate. Uncertain tax positions are recognized in Other long-term liabilities which, as of December 31, 2022 and 2021, were $81 and $35, respectively, including accrued interest. We have state income tax audits pending. We do not expect the ultimate outcome of these audits to have a material adverse effect on our financial position or results of operations. We also do not currently anticipate that our existing reserves related to uncertain tax positions as of December 31, 2022 will significantly increase or decrease during the year ending December 31, 2023. Various events could cause our current expectations to change. 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. We recorded interest expense of $(3) and $1 for the years ended December 31, 2022 and 2021, respectively, related to unrecognized tax benefits. Changes in our unrecognized tax benefits and uncertain tax positions from January 1 through December 31 are set forth below: 2022 2021 Balance, beginning of year $ 179 $ 433 Increases in tax positions for prior years 3 9 Increases in tax positions for current year 31 13 Decreases in tax positions for prior years (15) (24) Decreases related to settlement with taxing authorities — (252) Balance, end of year $ 198 $ 179 On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law. Among other things, the IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy. Beginning in 2023, our net stock repurchases will be subject to the excise tax. Based on the historical net repurchase activity, the excise tax and the other provisions of the IRA are not expected to have a material impact on our results of operations or financial position. |
Segments and Geographic Informa
Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | Segments and Geographic Information In accordance with FASB ASC Topic 280, Segment Reporting , we disaggregate our operations into two reportable segments: Sirius XM and Pandora and Off-platform. The financial results of these segments are utilized by the chief operating decision maker, who is our Chief Executive Officer, for evaluating segment performance and allocating resources. We report our segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. For additional information on our segments refer to Note 1. Segment results include the revenues and cost of services which are directly attributable to each segment. There are no indirect revenues or costs incurred that are allocated to the segments. There are planned intersegment advertising campaigns which will be eliminated. We had less than $1 of intersegment advertising revenue during the years ended December 31, 2022 and 2021. Segment revenue and gross profit were as follows during the periods presented: For the Year Ended December 31, 2022 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 6,370 $ 522 $ 6,892 Advertising revenue 196 1,576 1,772 Equipment revenue 189 — 189 Other revenue 150 — 150 Total revenue 6,905 2,098 9,003 Cost of services (a) (2,641) (1,443) (4,084) Segment gross profit $ 4,264 $ 655 $ 4,919 The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Year Ended December 31, 2022 Segment Gross Profit $ 4,919 Subscriber acquisition costs (352) Sales and marketing (a) (1,023) Engineering, design and development (a) (246) General and administrative (a) (465) Depreciation and amortization (536) Share-based payment expense (197) Impairment, restructuring and acquisition costs (64) Total other (expense) income (431) Consolidated income before income taxes $ 1,605 (a) Share-based payment expense of $46 related to cost of services, $52 related to sales and marketing, $39 related to engineering, design and development and $60 related to general and administrative has been excluded for the year ended December 31, 2022. For the Year Ended December 31, 2021 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 6,084 $ 530 $ 6,614 Advertising revenue 188 1,542 1,730 Equipment revenue 201 — 201 Other revenue 151 — 151 Total revenue 6,624 2,072 8,696 Cost of services (b) (2,594) (1,329) (3,923) Segment gross profit $ 4,030 $ 743 $ 4,773 The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Year Ended December 31, 2021 Segment Gross Profit $ 4,773 Subscriber acquisition costs (325) Sales and marketing (b) (998) Engineering, design and development (b) (229) General and administrative (b) (451) Depreciation and amortization (533) Share-based payment expense (202) Impairment, restructuring and acquisition costs (20) Total other (expense) income (489) Consolidated income before income taxes $ 1,526 (b) Share-based payment expense of $45 related to cost of services, $58 related to sales and marketing, $36 related to engineering, design and development and $63 related to general and administrative has been excluded for the year ended December 31, 2021. For the Year Ended December 31, 2020 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 5,857 $ 515 $ 6,372 Advertising revenue 157 1,183 1,340 Equipment revenue 173 — 173 Other revenue 155 — 155 Total revenue 6,342 1,698 8,040 Cost of services (c) (2,430) (1,105) (3,535) Segment gross profit $ 3,912 $ 593 $ 4,505 The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Year Ended December 31, 2020 Segment Gross Profit $ 4,505 Subscriber acquisition costs (362) Sales and marketing (c) (889) Engineering, design and development (c) (220) General and administrative (c) (443) Depreciation and amortization (506) Share-based payment expense (223) Impairment, restructuring and acquisition costs (1,004) Total other (expense) income (428) Consolidated income before income taxes $ 430 (c) Share-based payment expense of $44 related to cost of services, $68 related to sales and marketing, $43 related to engineering, design and development and $68 related to general and administrative has been excluded for the year ended December 31, 2020. A measure of segment assets is not currently provided to the Chief Executive Officer and has therefore not been provided. As of December 31, 2022, long-lived assets were predominantly located in the United States. No individual foreign country represented a material portion of our consolidated revenue during the year ended December 31, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Capital Return Program On January 25, 2023, our board of directors declared a quarterly dividend on our common stock in the amount of $0.0242 per share of common stock payable on February 24, 2023 to stockholders of record as of the close of business on February 9, 2023. |
Schedule II - Schedule of Valua
Schedule II - Schedule of Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Schedule of Valuation and Qualifying Accounts | (in millions) Description Balance Charged to Write-offs/ Balance 2022 Allowance for doubtful accounts $ 10 59 (58) $ 11 Deferred tax assets—valuation allowance $ 83 35 (5) $ 113 2021 Allowance for doubtful accounts $ 15 53 (58) $ 10 Deferred tax assets—valuation allowance $ 54 29 — $ 83 2020 Allowance for doubtful accounts $ 14 60 (59) $ 15 Deferred tax assets—valuation allowance $ 70 3 (19) $ 54 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying 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 EquivalentsOur 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 Share, Royalties, Programming Costs, Advertising Costs, and Subscriber Acquisition Costs | Revenue Recognition Revenue is measured according to Accounting Standards Codification (“ASC”) 606, Revenue - Revenue from Contracts with Customers , and is recognized based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer. 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. Collected taxes are recorded within Other current liabilities until remitted to the relevant taxing authority. For equipment sales, we are responsible for arranging for shipping and handling. Shipping and handling costs billed to customers are recorded as revenue and are reported as a component of Cost of equipment. The following is a description of the principal activities from which we generate our revenue, including from self-pay and paid promotional subscribers, advertising, and sales of equipment. Subscriber revenue consists primarily of subscription fees and other ancillary subscription based revenues. Revenue is recognized on a straight line basis when the performance obligations to provide each service for the period are satisfied, which is over time as our subscription services are continuously transmitted and can be consumed by customers at any time. Consumers purchasing or leasing a vehicle with a factory-installed satellite radio may receive between a three Music royalty fee primarily consists of U.S. music royalty fees (“MRF”) collected from subscribers. The related costs we incur for the right to broadcast music and other programming are recorded as Revenue share and royalties expense. Fees received from subscribers for the MRF are recorded as deferred revenue and amortized to Subscriber revenue ratably over the service period. We recognize revenue from the sale of advertising as performance obligations are satisfied, which generally occurs as ads are delivered. For our satellite radio service, ads are delivered when they are aired. For our streaming services, ads are delivered primarily based on impressions. 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. Additionally, we pay certain third parties a percentage of advertising revenue. Advertising revenue is recorded gross of such revenue share payments as we control the advertising service, including the ability to establish pricing, and we are primarily responsible for providing the service. Advertising revenue share payments are recorded to Revenue share and royalties during the period in which the advertising is transmitted. 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 revenue recognized from royalties received from Sirius XM Canada. Customers pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our consolidated statement of comprehensive income as the services are provided. Changes in the deferred revenue balance during the year ended December 31, 2022 were not materially impacted by other factors. As the majority of our contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and do not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less. As of December 31, 2022, less than six percent of our total deferred revenue balance related to contracts that extend beyond one year. These contracts primarily include prepaid data trials which are typically provided for three Revenue Share We share a portion of our subscription revenues earned from self-pay 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 on self-pay revenue is recognized as an expense and recorded in Revenue share and royalties in our consolidated statements of comprehensive income. We also pay revenue share to certain talent on non-music stations on our satellite radio service and to podcast talent based on advertising revenue for the related channel or podcast. Revenue share on non-music channels and podcasts is recognized in Revenue share and royalties in our consolidated statements of comprehensive income when it is earned. In some cases, we pay minimum guarantees for revenue share to podcast owners which is recorded in Prepaid and other current assets in our consolidated balance sheets. The minimum guarantee is recognized in Revenue share and royalties primarily on a straight line basis over the contractual term. The prepaid balance is regularly reviewed for recoverability and any amount not deemed to be recoverable is recognized as an expense in the period. Royalties In connection with our businesses, we must enter into royalty arrangements with two sets of rights holders: holders of musical compositions copyrights (that is, the music and lyrics) and holders of sound recordings copyrights (that is, the actual recording of a work). Our Sirius XM and Pandora businesses use both statutory and direct music licenses as part of their businesses. We license varying rights - such as performance and mechanical rights - for use in our Sirius XM and Pandora businesses based on the various radio and interactive services they offer. The music rights licensing arrangements for our Sirius XM and Pandora businesses are complex. Musical Composition Copyrights We pay performance royalties for our Sirius XM and Pandora businesses to holders and rights administrators of musical compositions copyrights, including performing rights organizations and other copyright owners. These performance royalties are based on agreements with performing rights organizations which represent the holders of these performance rights. Our Sirius XM and Pandora businesses have arrangements with these performance rights organizations. Arrangements with Sirius XM generally include fixed payments during the term of the agreement and arrangements with Pandora for its ad-supported radio service have variable payments based on usage and ownership of a royalty pool. Pandora must also license reproduction rights, which are also referred to as mechanical rights, to offer the interactive features of the Pandora services. For our Pandora subscription services, copyright holders receive payments for these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the United States Copyright Act. These mechanical royalties are calculated as the greater of a percentage of our revenue or a percentage of our payments to record labels. Sound Recording Copyrights For our non-interactive satellite radio or streaming services we may license sound recordings under direct licenses with the owners of sound recordings or based on the royalty rate established by the CRB. For our Sirius XM business, the royalty rate for sound recordings has been set by the CRB. The revenue subject to royalty includes subscription revenue from our U.S. satellite digital audio radio subscribers, and advertising revenue from channels other than those channels that make only incidental performances of sound recordings. The rates and terms permit us to reduce the payment due each month for those sound recording directly licensed from copyright owners and exclude from our revenue certain other items, such as royalties paid to us for intellectual property, sales and use taxes, bad debt expense and generally revenue attributable to areas of our business that do not involve the use of copyrighted sound recordings. For our Pandora business, we have entered into direct license agreements with major and independent music labels and distributors for a significant majority of the sound recordings that stream on the Pandora ad-supported service, Pandora Plus and Pandora Premium. For sound recordings that we stream and for which we have not entered into a direct license agreement with the sound recording rights holders, the sound recordings are streamed pursuant to the statutory royalty rates set by the CRB. Pandora pays royalties to owners of sound recordings on either a per-performance fee based on the number of sound recordings transmitted or a percentage of revenue associated with the applicable service. Certain of these agreements also require Pandora to pay a per subscriber minimum amount. 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 include programming through a dedicated channel 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, 2022, 2021 and 2020, we recorded advertising costs of $513, $515 and $443, 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 automotive 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. |
Research and Development Costs | Research & Development CostsResearch 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, 2022, 2021 and 2020, we recorded research and development costs of $246, $229 and $220, 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) Income, net of tax | Accumulated Other Comprehensive (Loss) Income, net of taxAccumulated other comprehensive (loss) of $(4) was primarily comprised of the cumulative foreign currency translation adjustments related to Sirius XM Canada (refer to Note 12 for additional information). During the year ended December 31, 2022, we recorded a net foreign currency translation adjustment of $(19), net of tax. During the years ended December 31, 2021 and 2020, we recorded a foreign currency translation adjustment of less than $1 and $7, respectively, net of tax. |
Recently Adopted Accounting Policies | Recently Adopted Accounting Policies Accounting Standard Update ( “ ASU ” ) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) . In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06 which removes the separation models for convertible debt with cash conversion or beneficial conversion features. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share as the treasury stock method will no longer be permitted for convertible instruments. During the three months ended March 31, 2022, we adopted ASU 2020-06 as of January 1, 2022 using the modified retrospective approach and recorded a $14 increase to the carrying value of Pandora's 1.75% Convertible Senior Notes due 2023 and an increase of $10, net of tax, to our accumulated deficit. The adoption of ASU 2020-06 did not have a material impact on our diluted earnings per share. |
Fair Value Measurements | 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 (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. |
Receivables, net | Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables. Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s |
Goodwill | Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other |
Indefinite Life Intangible Assets | Indefinite Life Intangible Assets We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. ASC 350-30-35, Intangibles - Goodwill and Other |
Equity Method Investments | Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance. |
Commitments and Contingencies | We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any. |
Income Taxes | ASC 740, Income Taxes , 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. If the tax position is not more likely than not to be sustained, the gross amount of the unrecognized tax position will not be recorded in the financial statements but will be shown in tabular format within the uncertain income tax positions. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs due to the following conditions: (1) the tax position is “more likely than not” to be sustained, (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or (3) the statute of limitations for the tax position has expired. A number of years may elapse before an uncertain tax position is effectively settled or until there is a lapse in the applicable statute of limitations. We record interest and penalties related to uncertain tax positions in Income tax expense in our consolidated statements of comprehensive income. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Significant Accounting Policies | In addition to the significant accounting policies discussed in this Note 2, 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 # Acquisition 3 F- 15 Fair Value Measurements 4 F- 16 Goodwill 8 F- 18 Intangible Assets 9 F- 19 Property and Equipment 10 F- 21 Equity Method Investments 12 F- 25 Share-Based Compensation 15 F- 30 Legal Reserves 16 F- 33 Income Taxes 17 F- 36 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | Our assets and liabilities measured at fair value were as follows: December 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Total Fair Value Liabilities: Debt (a) — $ 8,362 — $ 8,362 — $ 9,052 — $ 9,052 (a) The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 13 for information related to the carrying value of our debt as of December 31, 2022 and 2021. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the Years Ended December 31, 2022 2021 2020 Numerator: Net Income available to common stockholders for basic net income per common share $ 1,213 $ 1,314 $ 131 Effect of interest on assumed conversions of convertible notes, net of tax 4 8 8 Net Income available to common stockholders for dilutive net income per common share $ 1,217 $ 1,322 $ 139 Denominator: Weighted average common shares outstanding for basic net income per common share 3,916 4,062 4,330 Weighted average impact of assumed convertible notes 31 30 30 Weighted average impact of dilutive equity instruments 43 51 69 Weighted average shares for diluted net income per common share 3,990 4,143 4,429 Net income per common share: Basic $ 0.31 $ 0.32 $ 0.03 Diluted $ 0.31 $ 0.32 $ 0.03 |
Receivables, net (Tables)
Receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Receivables, net, consists of the following: December 31, 2022 December 31, 2021 Gross customer accounts receivable $ 585 $ 636 Allowance for doubtful accounts (11) (10) Customer accounts receivable, net $ 574 $ 626 Receivables from distributors 53 62 Other receivables 28 34 Total receivables, net $ 655 $ 722 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Refer to the table below for our goodwill activity for the years ended December 31, 2022 and 2021: Sirius XM Pandora and Off-platform Total Balance at January 1, 2021 $ 2,290 $ 832 $ 3,122 Acquisition — 29 29 Balance at December 31, 2021 2,290 861 3,151 Acquisition — 98 98 Balance at December 31, 2022 $ 2,290 $ 959 $ 3,249 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Our intangible assets include the following: December 31, 2022 December 31, 2021 Weighted Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite life intangible assets: FCC licenses Indefinite $ 2,084 $ — $ 2,084 $ 2,084 $ — $ 2,084 Trademarks Indefinite 250 — 250 250 — 250 Definite life intangible assets: OEM relationships 15 years 220 (135) 85 220 (120) 100 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (21) 10 31 (19) 12 Due to Acquisitions recorded to Pandora Indefinite life intangible assets: Trademarks Indefinite 312 — 312 311 — 311 Definite life intangible assets: Customer relationships 8 years 442 (225) 217 441 (164) 277 Software and technology 5 years 391 (299) 92 373 (221) 152 Total intangible assets $ 3,775 $ (725) $ 3,050 $ 3,755 $ (569) $ 3,186 |
Schedule of Finite-Lived Intangible Assets | Our intangible assets include the following: December 31, 2022 December 31, 2021 Weighted Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite life intangible assets: FCC licenses Indefinite $ 2,084 $ — $ 2,084 $ 2,084 $ — $ 2,084 Trademarks Indefinite 250 — 250 250 — 250 Definite life intangible assets: OEM relationships 15 years 220 (135) 85 220 (120) 100 Licensing agreements 12 years 45 (45) — 45 (45) — Software and technology 7 years 31 (21) 10 31 (19) 12 Due to Acquisitions recorded to Pandora Indefinite life intangible assets: Trademarks Indefinite 312 — 312 311 — 311 Definite life intangible assets: Customer relationships 8 years 442 (225) 217 441 (164) 277 Software and technology 5 years 391 (299) 92 373 (221) 152 Total intangible assets $ 3,775 $ (725) $ 3,050 $ 3,755 $ (569) $ 3,186 |
Schedule of Expected Future Amortization Expense | The expected amortization expense for each of the fiscal years 2023 through 2027 and for periods thereafter is as follows: Years ending December 31, Amount 2023 $ 144 2024 77 2025 72 2026 71 2027 25 Thereafter 15 Total definite life intangible assets, net $ 404 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation is calculated using the straight-line method over the following estimated useful life of the asset: Satellite system 15 years Terrestrial repeater network 5 - 15 years Broadcast studio equipment 3 - 15 years Capitalized software and hardware 2 - 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, consists of the following: December 31, 2022 December 31, 2021 Satellite system $ 1,841 $ 1,841 Terrestrial repeater network 118 116 Leasehold improvements 100 109 Broadcast studio equipment 133 119 Capitalized software and hardware 1,821 1,591 Satellite telemetry, tracking and control facilities 76 67 Furniture, fixtures, equipment and other 89 92 Land 32 38 Building 70 81 Construction in progress 313 156 Total property and equipment 4,593 4,210 Accumulated depreciation (3,094) (2,760) Property and equipment, net $ 1,499 $ 1,450 Construction in progress consists of the following: December 31, 2022 December 31, 2021 Satellite system $ 212 $ 64 Terrestrial repeater network 10 1 Capitalized software and hardware 56 78 Other 35 13 Construction in progress $ 313 $ 156 |
Schedule of Orbiting Satellites | The chart below provides certain information on our satellites as of December 31, 2022: Satellite Description Year Delivered Estimated End of FCC License Expiration Year SIRIUS FM-5 2009 2024 2025 SIRIUS FM-6 2013 2028 2030 XM-3 2005 2020 2026 XM-4 2006 2021 2023 XM-5 2010 2025 2026 SXM-8 2021 2036 2029 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Years Ended December 31, 2022 2021 Operating lease cost $ 76 $ 76 Finance lease cost 1 1 Sublease income (3) (4) Total lease cost $ 74 $ 73 Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 81 $ 82 Financing cash flows from finance leases $ 1 $ 1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 28 $ 3 |
Schedule of Lessee, Operating and Finance Leases, Supplemental Information | Supplemental balance sheet information related to leases was as follows: December 31, 2022 December 31, 2021 Operating Leases Operating lease right-of-use assets $ 315 $ 358 Operating lease current liabilities 50 49 Operating lease liabilities 320 362 Total operating lease liabilities $ 370 $ 411 December 31, 2022 December 31, 2021 Finance Leases Property and equipment, gross $ 22 $ 9 Accumulated depreciation (8) (8) Property and equipment, net $ 14 $ 1 Current maturities of debt $ 3 $ — Long-term debt 9 — Total finance lease liabilities $ 12 $ — December 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term Operating leases 8 years 8 years Finance leases 4 years 0 years December 31, 2022 December 31, 2021 Weighted Average Discount Rate Operating leases 5.2 % 5.3 % Finance leases 2.3 % — % |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities were as follows: Operating Leases Finance Leases Year ending December 31, 2023 $ 68 $ 3 2024 62 3 2025 61 4 2026 58 2 2027 52 — Thereafter 149 — Total future minimum lease payments 450 12 Less imputed interest (80) — Total $ 370 $ 12 |
Schedule of Maturities of Operating Lease Liability | Maturities of lease liabilities were as follows: Operating Leases Finance Leases Year ending December 31, 2023 $ 68 $ 3 2024 62 3 2025 61 4 2026 58 2 2027 52 — Thereafter 149 — Total future minimum lease payments 450 12 Less imputed interest (80) — Total $ 370 $ 12 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our debt as of December 31, 2022 and December 31, 2021 consisted of the following: Principal Amount at Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest December 31, 2022 December 31, 2022 December 31, 2021 Pandora June 2018 1.75% Convertible Senior Notes December 1, 2023 semi-annually on June 1 and December 1 $ 193 $ 193 $ 177 Sirius XM April 2022 Incremental Term Loan April 11, 2024 variable fee paid monthly 500 500 — Sirius XM August 2021 3.125% Senior Notes September 1, 2026 semi-annually on March 1 and September 1 1,000 992 990 Sirius XM July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,492 1,491 Sirius XM June 2021 4.00% Senior Notes July 15, 2028 semi-annually on January 15 and July 15 2,000 1,982 1,979 Sirius XM June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,240 1,239 Sirius XM June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500 1,487 1,485 Sirius XM August 2021 3.875% Senior Notes September 1, 2031 semi-annually on March 1 and September 1 1,500 1,485 1,484 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") August 31, 2026 variable fee paid quarterly 80 80 — Sirius XM Various Finance leases Various n/a n/a 12 — Total Debt 9,463 8,845 Less: total current maturities 196 — Less: total deferred financing costs 11 13 Total long-term debt $ 9,256 $ 8,832 (a) The carrying value of the obligations is net of any remaining unamortized original issue discount. (b) All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the incremental term loan and these notes. (c) Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes. (d) We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the acquisition of Pandora Media, Inc. in 2019. Prior to the adoption of ASU 2020-06, we allocated the principal amount of the 1.75% Convertible Senior Notes due 2023 between the liability and equity components. During the three months ended March 31, 2022, we adopted ASU 2020-06 as of January 1, 2022, which removed the separation model for convertible debt with cash conversion features. Refer to Note 2 for more information on the adoption of ASU 2020-06. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and were not redeemable as of December 31, 2022. (e) In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of December 31, 2022. All of 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. (f) In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500 which matures on April 11, 2024. Interest on the Incremental Term Loan borrowing is based on the Adjusted Term Secured Overnight Financing Rate plus an applicable rate. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Dividends Declared | During the year ended December 31, 2022, our board of directors declared and paid the following special cash dividend on our common stock: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 31, 2022 $ 0.25 February 11, 2022 $ 987 February 25, 2022 During the year ended December 31, 2022, our board of directors also declared and paid the following dividends: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 26, 2022 $ 0.0219615 February 11, 2022 $ 86 February 25, 2022 April 19, 2022 $ 0.0219615 May 6, 2022 $ 86 May 25, 2022 July 14, 2022 $ 0.0219615 August 5, 2022 $ 86 August 31, 2022 November 1, 2022 $ 0.0242 November 11, 2022 $ 94 November 30, 2022 |
Schedule of Repurchase Agreements | The following table summarizes our total share repurchase activity for the years ended: December 31, 2022 December 31, 2021 December 31, 2020 Share Repurchase Type Shares Amount Shares Amount Shares Amount Open Market Repurchases 103 $ 639 245 $ 1,512 267 $ 1,574 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Fair Value of Options Granted | The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees: For the Years Ended December 31, 2022 2021 2020 Risk-free interest rate 2.0% 0.6% 1.0% Expected life of options — years 3.40 6.06 3.91 Expected stock price volatility 31% 33% 28% Expected dividend yield 1.3% 1.0% 0.8% |
Schedule of 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, 2022, 2021 and 2020: Options Weighted-Average Exercise Price Per Share (1) Weighted-Average Aggregate Outstanding at the beginning of January 1, 2020 208 $ 4.46 Granted 11 $ 6.87 Exercised (33) $ 3.66 Forfeited, cancelled or expired (2) $ 6.28 Outstanding as of December 31, 2020 184 $ 4.73 Granted 54 $ 6.14 Exercised (72) $ 3.98 Forfeited, cancelled or expired (5) $ 6.73 Outstanding as of December 31, 2021 161 $ 5.47 Granted 11 $ 6.46 Exercised (35) $ 4.31 Forfeited, cancelled or expired (3) $ 6.52 Outstanding as of December 31, 2022 134 $ 5.55 5.44 $ 69 Exercisable as of December 31, 2022 78 $ 5.18 4.58 $ 69 (1) On February 25, 2022, we paid a special dividend which resulted in a $0.25 reduction to the exercise price of all options outstanding as of February 11, 2022. The table above reflects the exercise price reduction for all stock option activity during the year ended December 31, 2022 and for the outstanding and exercisable balances as of December 31, 2022. Stock option activity and balances prior to January 1, 2022 were not adjusted in the table above. |
Schedule of Restricted Stock Unit and Stock Award Activity | The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the years ended December 31, 2022, 2021 and 2020: Shares Grant Date Nonvested at the beginning of January 1, 2020 75 $ 5.95 Granted 37 $ 6.14 Vested (32) $ 5.89 Forfeited (5) $ 6.00 Nonvested as of December 31, 2020 75 $ 6.06 Granted 40 $ 6.35 Vested (26) $ 6.02 Forfeited (9) $ 6.11 Nonvested as of December 31, 2021 80 $ 6.22 Granted 46 $ 6.55 Vested (32) $ 6.18 Forfeited (9) $ 6.36 Nonvested as of December 31, 2022 85 $ 6.38 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Expected Contractual Cash Commitments | The following table summarizes our expected contractual cash commitments as of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total Debt obligations $ 196 $ 503 $ 4 $ 1,082 $ 1,500 $ 6,250 $ 9,535 Cash interest payments 417 392 384 381 344 636 2,554 Satellite and transmission 282 232 124 60 2 10 710 Programming and content 392 284 218 125 61 110 1,190 Sales and marketing 65 72 63 16 5 — 221 Satellite incentive payments 7 8 7 4 3 15 44 Operating lease obligations 64 50 46 43 38 67 308 Royalties, minimum guarantees and other 346 241 56 38 1 1 683 Total (1) $ 1,769 $ 1,782 $ 902 $ 1,749 $ 1,954 $ 7,089 $ 15,245 (1) The table does not include our reserve for uncertain tax positions, which at December 31, 2022 totaled $81. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Income tax expense consisted of the following: For the Years Ended December 31, 2022 2021 2020 Current taxes: Federal $ (140) $ (31) $ — State (50) (50) (61) Total current taxes (190) (81) (61) Deferred taxes: Federal (163) (210) (219) State (39) 79 (19) Total deferred taxes (202) (131) (238) Total income tax expense $ (392) $ (212) $ (299) |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents a reconciliation of the U.S. federal statutory tax rate and our effective tax rate: For the Years Ended December 31, 2022 2021 2020 Federal tax expense, at statutory rate 21.0 % 21.0 % 21.0 % State income tax expense, net of federal benefit 4.1 % 4.1 % 4.2 % Change in valuation allowance 2.2 % 1.5 % 0.7 % Tax credits (1.5) % (4.7) % (10.2) % Share-based compensation (0.8) % (1.0) % (3.5) % Impact of nondeductible compensation 0.8 % 0.6 % 2.6 % Automatic worthless stock deduction — % — % (3.5) % Goodwill impairment — % — % 53.7 % Uncertain tax positions (0.8) % (0.1) % 4.4 % Audit Settlements — % (7.6) % — % Other, net (0.6) % 0.1 % 0.1 % Effective tax rate 24.4 % 13.9 % 69.5 % |
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, shown before jurisdictional netting, are presented below: For the Years Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards and tax credits $ 405 $ 681 Deferred revenue 45 52 Accrued bonus 28 35 Expensed costs capitalized for tax 66 9 Investments 23 20 Stock based compensation 54 57 Operating lease liability 94 104 Other 17 12 Total deferred tax assets 732 970 Deferred tax liabilities: Depreciation of property and equipment (206) (286) FCC license (520) (522) Other intangible assets (234) (263) Right of use asset (77) (89) Other — (5) Total deferred tax liabilities (1,037) (1,165) Net deferred tax assets before valuation allowance (305) (195) Valuation allowance (113) (83) Total net deferred tax (liability) asset $ (418) $ (278) |
Schedule of Uncertain Income Tax Positions | Changes in our unrecognized tax benefits and uncertain tax positions from January 1 through December 31 are set forth below: 2022 2021 Balance, beginning of year $ 179 $ 433 Increases in tax positions for prior years 3 9 Increases in tax positions for current year 31 13 Decreases in tax positions for prior years (15) (24) Decreases related to settlement with taxing authorities — (252) Balance, end of year $ 198 $ 179 |
Segments and Geographic Infor_2
Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment revenue and gross profit were as follows during the periods presented: For the Year Ended December 31, 2022 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 6,370 $ 522 $ 6,892 Advertising revenue 196 1,576 1,772 Equipment revenue 189 — 189 Other revenue 150 — 150 Total revenue 6,905 2,098 9,003 Cost of services (a) (2,641) (1,443) (4,084) Segment gross profit $ 4,264 $ 655 $ 4,919 For the Year Ended December 31, 2021 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 6,084 $ 530 $ 6,614 Advertising revenue 188 1,542 1,730 Equipment revenue 201 — 201 Other revenue 151 — 151 Total revenue 6,624 2,072 8,696 Cost of services (b) (2,594) (1,329) (3,923) Segment gross profit $ 4,030 $ 743 $ 4,773 For the Year Ended December 31, 2020 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 5,857 $ 515 $ 6,372 Advertising revenue 157 1,183 1,340 Equipment revenue 173 — 173 Other revenue 155 — 155 Total revenue 6,342 1,698 8,040 Cost of services (c) (2,430) (1,105) (3,535) Segment gross profit $ 3,912 $ 593 $ 4,505 |
Reconciliation of Revenue from Segments to Consolidated | The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Year Ended December 31, 2022 Segment Gross Profit $ 4,919 Subscriber acquisition costs (352) Sales and marketing (a) (1,023) Engineering, design and development (a) (246) General and administrative (a) (465) Depreciation and amortization (536) Share-based payment expense (197) Impairment, restructuring and acquisition costs (64) Total other (expense) income (431) Consolidated income before income taxes $ 1,605 (a) Share-based payment expense of $46 related to cost of services, $52 related to sales and marketing, $39 related to engineering, design and development and $60 related to general and administrative has been excluded for the year ended December 31, 2022. The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Year Ended December 31, 2021 Segment Gross Profit $ 4,773 Subscriber acquisition costs (325) Sales and marketing (b) (998) Engineering, design and development (b) (229) General and administrative (b) (451) Depreciation and amortization (533) Share-based payment expense (202) Impairment, restructuring and acquisition costs (20) Total other (expense) income (489) Consolidated income before income taxes $ 1,526 (b) Share-based payment expense of $45 related to cost of services, $58 related to sales and marketing, $36 related to engineering, design and development and $63 related to general and administrative has been excluded for the year ended December 31, 2021. The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Year Ended December 31, 2020 Segment Gross Profit $ 4,505 Subscriber acquisition costs (362) Sales and marketing (c) (889) Engineering, design and development (c) (220) General and administrative (c) (443) Depreciation and amortization (506) Share-based payment expense (223) Impairment, restructuring and acquisition costs (1,004) Total other (expense) income (428) Consolidated income before income taxes $ 430 (c) Share-based payment expense of $44 related to cost of services, $68 related to sales and marketing, $43 related to engineering, design and development and $68 related to general and administrative has been excluded for the year ended December 31, 2020. |
Business & Basis of Presentat_2
Business & Basis of Presentation (Details) subscriber in Millions | 12 Months Ended |
Dec. 31, 2022 segment subscriber satellite_radio_system | |
Related Party Transaction [Line Items] | |
Number of reportable segments | segment | 2 |
Number of satellite radio systems | satellite_radio_system | 2 |
Pandora | |
Related Party Transaction [Line Items] | |
Number of subscribers | 6.2 |
Sirius XM Canada | Equity Method Investee | |
Related Party Transaction [Line Items] | |
Equity method investment, equity interest percentage | 70% |
Equity method investment, voting interest percentage | 33% |
Liberty Media | Management | Common Stock | |
Related Party Transaction [Line Items] | |
Related party ownership percentage | 82% |
Sirius XM | |
Related Party Transaction [Line Items] | |
Number of subscribers | 34.3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Contract period (or less) | 1 year | ||
Activation fee revenue recognition period (months) | 1 month | ||
Other Income and Expenses [Abstract] | |||
Advertising expense | $ 513 | $ 515 | $ 443 |
Research and development costs | 285 | 265 | 263 |
Engineering, Design and Development | |||
Other Income and Expenses [Abstract] | |||
Research and development costs | $ 246 | $ 229 | $ 220 |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Data trial contract period | 3 years | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Percent of deferred revenue related to long-term contracts | 6% | ||
Data trial contract period | 5 years | ||
Subscription prepayment period | 3 years | ||
Prepaid Vehicle Subscriptions | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Contract period (or less) | 3 months | ||
Prepaid Vehicle Subscriptions | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Contract period (or less) | 12 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) and Recently Adopted Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders’ (deficit) equity | $ (3,351) | $ (2,625) | $ (2,285) | $ (736) | |
Foreign currency translation adjustment (loss) income, net of tax | (19) | 0 | 7 | ||
Accumulated deficit | 3,351 | 2,636 | |||
Maximum | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Foreign currency translation adjustment (loss) income, net of tax | 1 | ||||
1.75% Senior Notes Due 2023 | Senior Notes | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Carrying value | $ 193 | 177 | |||
Stated interest rate (as a percent) | 1.75% | ||||
Pandora | 1.75% Senior Notes Due 2023 | Senior Notes | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stated interest rate (as a percent) | 1.75% | ||||
Cumulative Effect, Adjustment | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders’ (deficit) equity | (10) | ||||
Accumulated deficit | $ 10 | ||||
Cumulative Effect, Adjustment | 1.75% Senior Notes Due 2023 | Senior Notes | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Carrying value | $ 14 | ||||
Accumulated Other Comprehensive Income | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders’ (deficit) equity | $ (4) | $ 15 | $ 15 | $ 8 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||||||
May 20, 2022 | Jan. 12, 2022 | Apr. 23, 2021 | Oct. 16, 2020 | Jun. 16, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 3,249 | $ 3,151 | $ 3,122 | |||||
Benefit recognized | 0 | (17) | 0 | |||||
Acquisition related costs | $ 2 | 12 | $ 4 | |||||
Series of Individually Immaterial Business Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 93 | $ 43 | $ 20 | |||||
Goodwill | 69 | 29 | 23 | |||||
Indefinite-lived intangible assets | 1 | |||||||
Other long term assets acquired | $ 23 | |||||||
Other definite-lived intangible assets | 19 | |||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities | $ 4 | |||||||
Business combination, consideration transferred | 27 | |||||||
Consideration transferred, liabilities incurred | 3 | |||||||
Other assets acquired | 5 | |||||||
Series of Individually Immaterial Business Acquisitions | Restricted Stock Units (RSUs) | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issued or issuable, value assigned | $ 4 | |||||||
Stitcher | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 266 | |||||||
Business combination, consideration transferred | 302 | |||||||
Contingent consideration, liability | $ 36 | |||||||
Benefit recognized | $ 17 | |||||||
Simplecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 28 | |||||||
Goodwill | 17 | |||||||
Business combination, amortizable intangible assets | 12 | |||||||
Deferred tax liabilities acquired | 1 | |||||||
Simplecast | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Other assets acquired | $ 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Debt | $ 8,362 | $ 9,052 |
Level 1 | ||
Liabilities: | ||
Debt | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Debt | 8,362 | 9,052 |
Level 3 | ||
Liabilities: | ||
Debt | $ 0 | $ 0 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Impairment loss | $ 16 | $ 18 | |
Disposal of property and equipment | 65 | $ 94 | |
Severance Costs | 6 | ||
Restructuring costs and asset impairment charge | 70 | 25 | |
Accrued restructuring expense | 6 | ||
Write-off of leasehold improvements | $ 1 | ||
Restructuring expenses | $ 24 | ||
Furniture, fixtures, equipment and other | |||
Restructuring Cost and Reserve [Line Items] | |||
Write off of fixed assets | 5 | ||
Capitalized software and hardware | |||
Restructuring Cost and Reserve [Line Items] | |||
Disposal of property and equipment | $ 43 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Participating securities (in shares) | 0 | 0 | 0 |
Anti-dilutive common stock equivalents (in shares) | 92,000,000 | 93,000,000 | 62,000,000 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net Income available to common stockholders for basic net income per common share | $ 1,213 | $ 1,314 | $ 131 |
Effect of interest on assumed conversions of convertible notes, net of tax | 4 | 8 | 8 |
Net Income available to common stockholders for dilutive net income per common share | $ 1,217 | $ 1,322 | $ 139 |
Denominator: | |||
Weighted average common shares outstanding for basic net income per common share (in shares) | 3,916 | 4,062 | 4,330 |
Weighted average impact of assumed convertible notes (in shares) | 31 | 30 | 30 |
Weighted average impact of dilutive equity instruments (in shares) | 43 | 51 | 69 |
Weighted average shares for diluted net income per common share (in shares) | 3,990 | 4,143 | 4,429 |
Net income per common share: | |||
Basic (in USD per share) | $ 0.31 | $ 0.32 | $ 0.03 |
Diluted (in USD per share) | $ 0.31 | $ 0.32 | $ 0.03 |
Receivables, net (Details)
Receivables, net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Gross customer accounts receivable | $ 585 | $ 636 |
Allowance for doubtful accounts | (11) | (10) |
Customer accounts receivable, net | 574 | 626 |
Receivables from distributors | 53 | 62 |
Other receivables | 28 | 34 |
Total receivables, net | $ 655 | $ 722 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) reporting_unit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2008 USD ($) | |
Business Acquisition [Line Items] | ||||
Number of reporting units | reporting_unit | 2 | |||
Goodwill | $ 3,249,000,000 | $ 3,151,000,000 | $ 3,122,000,000 | |
Goodwill, impairment loss | 0 | 0 | ||
Accumulated impairment of goodwill since the merger | 5,722,000,000 | |||
Goodwill acquired | 98,000,000 | 29,000,000 | ||
Sirius XM | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 2,290,000,000 | 2,290,000,000 | 2,290,000,000 | |
Accumulated impairment of goodwill since the merger | $ 4,766,000,000 | |||
Goodwill acquired | 0 | 0 | ||
Pandora and Off-platform | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 959,000,000 | 861,000,000 | 832,000,000 | |
Goodwill, impairment loss | $ 956,000,000 | |||
Goodwill acquired | $ 98,000,000 | $ 29,000,000 |
Goodwill - Rollforward (Details
Goodwill - Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 3,151 | $ 3,122 |
Acquisition | 98 | 29 |
Goodwill, ending balance | 3,249 | 3,151 |
Sirius XM | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,290 | 2,290 |
Acquisition | 0 | 0 |
Goodwill, ending balance | 2,290 | 2,290 |
Pandora and Off-platform | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 861 | 832 |
Acquisition | 98 | 29 |
Goodwill, ending balance | $ 959 | $ 861 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Definite life intangible assets: | ||
Accumulated Amortization | $ (725) | $ (569) |
Total definite life intangible assets, net | 404 | |
Gross Carrying Value | ||
Total intangible assets | 3,775 | 3,755 |
Net Carrying Value | ||
Total intangible assets | 3,050 | 3,186 |
FCC licenses | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | 2,084 | 2,084 |
Trademarks | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | 250 | 250 |
Pandora and Off-platform | Trademarks | ||
Indefinite life intangible assets: | ||
Gross Carrying Value | $ 312 | 311 |
OEM relationships | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 15 years | |
Gross Carrying Value | $ 220 | 220 |
Accumulated Amortization | (135) | (120) |
Total definite life intangible assets, net | $ 85 | 100 |
Licensing agreements | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 12 years | |
Gross Carrying Value | $ 45 | 45 |
Accumulated Amortization | (45) | (45) |
Total definite life intangible assets, net | $ 0 | 0 |
Customer relationships | Pandora and Off-platform | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 8 years | |
Gross Carrying Value | $ 442 | 441 |
Accumulated Amortization | (225) | (164) |
Total definite life intangible assets, net | $ 217 | 277 |
Software and technology | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 7 years | |
Gross Carrying Value | $ 31 | 31 |
Accumulated Amortization | (21) | (19) |
Total definite life intangible assets, net | $ 10 | 12 |
Software and technology | Pandora and Off-platform | ||
Definite life intangible assets: | ||
Weighted Average Useful Lives | 5 years | |
Gross Carrying Value | $ 391 | 373 |
Accumulated Amortization | (299) | (221) |
Total definite life intangible assets, net | $ 92 | $ 152 |
Intangible Assets - Indefinite
Intangible Assets - Indefinite Life Intangible Assets (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Definite life intangible assets: | |
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 20 |
Maximum | |
Definite life intangible assets: | |
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 1 |
Intangible Assets - Definite Li
Intangible Assets - Definite Life Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite life intangible assets: | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Amortization of intangible assets | 156,000,000 | 154,000,000 | 152,000,000 |
Retirement of assets | $ 0 | $ 0 | |
Restructuring costs | 24,000,000 | ||
Automatic Labs Inc | Finite-Lived Intangible Assets | |||
Indefinite life intangible assets: | |||
Restructuring costs | 4,000,000 | ||
Retired | |||
Indefinite life intangible assets: | |||
Intangible assets | $ 17,000,000 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense for Each of the Fiscal Years (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Expected amortization expense for each of the fiscal years | |
2023 | $ 144 |
2024 | 77 |
2025 | 72 |
2026 | 71 |
2027 | 25 |
Thereafter | 15 |
Total definite life intangible assets, net | $ 404 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Satellite system | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Terrestrial repeater network | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Terrestrial repeater network | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Broadcast studio equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Broadcast studio equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Capitalized software and hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Capitalized software and hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Satellite telemetry, tracking and control facilities | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Satellite telemetry, tracking and control facilities | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Furniture, fixtures, equipment and other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Furniture, fixtures, equipment and other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Building | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Building | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) satellite | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Impairment charges | $ 48,000,000 | $ 0 | |
Proceeds from sale of real estate | 15,000,000 | $ 0 | 0 |
Depreciation and amortization expense on property and equipment | 380,000,000 | 379,000,000 | 354,000,000 |
Disposal of property and equipment | 65,000,000 | 94,000,000 | |
Restructuring costs | 24,000,000 | ||
Capitalized interest costs | 5,000,000 | 7,000,000 | 19,000,000 |
Capitalized stock-based compensation costs | $ 16,000,000 | 13,000,000 | 17,000,000 |
Number of owned satellites | satellite | 6 | ||
Impairment, Restructuring and Acquisition Costs | |||
Property, Plant and Equipment [Line Items] | |||
Gain on sale of building | $ 8,000,000 | ||
SXM-7 | Automatic Labs Inc | |||
Property, Plant and Equipment [Line Items] | |||
Restructuring costs | $ 13,000,000 | ||
Satellite system | |||
Property, Plant and Equipment [Line Items] | |||
Impairment charges | 220,000,000 | ||
Aggregate coverage under those insurance policies | 225,000,000 | ||
Insurance recoveries | 225,000,000 | ||
Satellite system | Impairment, Restructuring and Acquisition Costs | |||
Property, Plant and Equipment [Line Items] | |||
Insurance recoveries | 220,000,000 | ||
Satellite system | Other Income | |||
Property, Plant and Equipment [Line Items] | |||
Insurance recoveries | $ 5,000,000 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,593 | $ 4,210 |
Accumulated depreciation | (3,094) | (2,760) |
Property and equipment, net | 1,499 | 1,450 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,841 | 1,841 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 118 | 116 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 100 | 109 |
Broadcast studio equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 133 | 119 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,821 | 1,591 |
Satellite telemetry, tracking and control facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 76 | 67 |
Furniture, fixtures, equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 89 | 92 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 32 | 38 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 70 | 81 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 313 | $ 156 |
Property and Equipment - Sche_3
Property and Equipment - Schedule of Construction in Progress (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 313 | $ 156 |
Satellite system | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 212 | 64 |
Terrestrial repeater network | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 10 | 1 |
Capitalized software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 56 | 78 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 35 | $ 13 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Impairment loss | $ 16 | $ 18 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease obligations, term (years) | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease obligations, term (years) | 21 years | |
Operating lease, renewal term (years) | 5 years | |
Finance lease, renewal term (years) | 5 years | |
Option to terminate lease, term of option (years) | 1 year |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 76 | $ 76 |
Finance lease cost | 1 | 1 |
Sublease income | (3) | (4) |
Total lease cost | $ 74 | $ 73 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 81 | $ 82 |
Financing cash flows from finance leases | 1 | 1 |
Operating leases | $ 28 | $ 3 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Operating lease right-of-use assets | $ 315 | $ 358 |
Operating lease current liabilities | 50 | 49 |
Operating lease liabilities | 320 | 362 |
Total operating lease liabilities | 370 | 411 |
Finance Leases | ||
Property and equipment, gross | 22 | 9 |
Accumulated depreciation | (8) | (8) |
Property and equipment, net | 14 | 1 |
Current maturities of debt | 3 | 0 |
Long-term debt | 9 | 0 |
Total finance lease liabilities | $ 12 | $ 0 |
Weighted average remaining lease term, operating leases (years) | 8 years | 8 years |
Weighted average remaining lease term, finance leases (years) | 4 years | 0 years |
Weighted average discount rate, operating leases (as a percent) | 5.20% | 5.30% |
Weighted average discount rate, finance leases (as a percent) | 2.30% | 0% |
Finance lease, right-of-use asset, statement of financial position [extensible list] | Property and equipment, net | Property and equipment, net |
finance lease, liability, current, statement of financial position [extensible list] | Current maturities of debt | Current maturities of debt |
Finance lease, liability, noncurrent, statement of financial position [extensible list] | Long-term debt | Long-term debt |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 68 | |
2024 | 62 | |
2025 | 61 | |
2026 | 58 | |
2027 | 52 | |
Thereafter | 149 | |
Total future minimum lease payments | 450 | |
Less imputed interest | (80) | |
Total | 370 | $ 411 |
Finance Leases | ||
2023 | 3 | |
2024 | 3 | |
2025 | 4 | |
2026 | 2 | |
2027 | 0 | |
Thereafter | 0 | |
Total future minimum lease payments | 12 | |
Less imputed interest | 0 | |
Total | $ 12 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Millions | 12 Months Ended | 58 Months Ended | |||||
Mar. 15, 2022 USD ($) | Dec. 31, 2022 USD ($) director executive board_member $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2022 $ / shares | May 31, 2017 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Preferred stock liquidation preference per share (in CAD per share) | $ / shares | $ 0.001 | ||||||
Loss on unconsolidated entity investments, net | $ 5 | $ 18 | $ 16 | ||||
SoundCloud Holdings, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members | board_member | 9 | ||||||
SoundCloud Holdings, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue share expense | $ 55 | 60 | 55 | ||||
Related party liabilities | $ 19 | 24 | |||||
Management | Executives | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related party members on board of directors | executive | 3 | ||||||
Management | Director | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related party members on board of directors | director | 1 | ||||||
Equity Method Investee | |||||||
Related Party Transaction [Line Items] | |||||||
Loss on unconsolidated entity investments, net | $ 6 | 2 | 1 | ||||
Equity Method Investee | Sirius XM Canada | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investment, equity interest percentage | 70% | ||||||
Equity method investment, voting interest percentage | 33% | ||||||
Number of preferred shares owned (in shares) | shares | 591,000,000 | ||||||
Preferred stock liquidation preference per share (in CAD per share) | $ / shares | $ 1 | ||||||
Notes receivable, related parties | $ 8 | 120 | $ 131 | ||||
Proceeds from notes receivable | $ 10 | ||||||
Note receivable, forgiveness | $ 113 | ||||||
Equity method investments | 412 | 334 | |||||
Equity method investment, dividends, including reduction of investment | 9 | 2 | 2 | ||||
Revenue from related parties | $ 111 | $ 101 | $ 97 | ||||
Equity Method Investee | SoundCloud Holdings, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members appointed | board_member | 2 | ||||||
Common Stock | Management | Liberty Media | |||||||
Related Party Transaction [Line Items] | |||||||
Related party ownership percentage | 82% |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Feb. 01, 2019 | |
Debt | |||||
Total | $ 12,000,000 | $ 0 | |||
Total Debt | 9,463,000,000 | 8,845,000,000 | |||
Less: total current maturities | 196,000,000 | 0 | |||
Less: total deferred financing costs | 11,000,000 | 13,000,000 | |||
Total long-term debt | 9,256,000,000 | 8,832,000,000 | |||
Senior Secured Revolving Credit Facility | |||||
Debt | |||||
Principal amount | 80,000,000 | ||||
Carrying value | $ 80,000,000 | 0 | |||
Credit facility, unused capacity, commitment fee percentage | 0.25% | ||||
Senior Notes | 1.75% Senior Notes Due 2023 | |||||
Debt | |||||
Stated interest rate (as a percent) | 1.75% | ||||
Principal amount | $ 193,000,000 | ||||
Carrying value | $ 193,000,000 | 177,000,000 | |||
Senior Notes | 1.75% Senior Notes Due 2023 | Pandora | |||||
Debt | |||||
Stated interest rate (as a percent) | 1.75% | ||||
Long-term debt | $ 193,000,000 | ||||
Senior Notes | 3.125% Senior Notes Due 2026 | |||||
Debt | |||||
Stated interest rate (as a percent) | 3.125% | ||||
Principal amount | $ 1,000,000,000 | ||||
Carrying value | $ 992,000,000 | 990,000,000 | |||
Senior Notes | 5.00% Senior Notes Due 2027 | |||||
Debt | |||||
Stated interest rate (as a percent) | 5% | ||||
Principal amount | $ 1,500,000,000 | ||||
Carrying value | $ 1,492,000,000 | 1,491,000,000 | |||
Senior Notes | 4.00% Senior Notes Due 2028 | |||||
Debt | |||||
Stated interest rate (as a percent) | 4% | ||||
Principal amount | $ 2,000,000,000 | ||||
Carrying value | $ 1,982,000,000 | 1,979,000,000 | |||
Senior Notes | 5.500% Senior Notes Due 2029 | |||||
Debt | |||||
Stated interest rate (as a percent) | 5.50% | ||||
Principal amount | $ 1,250,000,000 | ||||
Carrying value | $ 1,240,000,000 | 1,239,000,000 | |||
Senior Notes | 4.125% Senior Notes Due 2030 | |||||
Debt | |||||
Stated interest rate (as a percent) | 4.125% | ||||
Principal amount | $ 1,500,000,000 | ||||
Carrying value | $ 1,487,000,000 | 1,485,000,000 | |||
Senior Notes | 3.875% Senior Notes Due 2031 | |||||
Debt | |||||
Stated interest rate (as a percent) | 3.875% | ||||
Principal amount | $ 1,500,000,000 | ||||
Carrying value | 1,485,000,000 | 1,484,000,000 | |||
Line of Credit | Incremental Term Loan | |||||
Debt | |||||
Principal amount | 500,000,000 | $ 500,000,000 | |||
Carrying value | $ 500,000,000 | $ 0 | |||
Line of Credit | Senior Secured Revolving Credit Facility | |||||
Debt | |||||
Line of credit facility | $ 1,750,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) | 12 Months Ended | ||||||
Sep. 02, 2021 USD ($) | Aug. 16, 2021 USD ($) | Aug. 02, 2021 USD ($) | Jul. 09, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 0 | $ 83,000,000 | $ 40,000,000 | ||||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | 83,000,000 | $ 40,000,000 | |||||
Redemption premiums | $ 62,000,000 | ||||||
3.875% Senior Notes Due 2022 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,000,000,000 | ||||||
Stated interest rate (as a percent) | 3.875% | ||||||
Extinguishment of debt | $ 1,019,000,000 | ||||||
4.625% Senior Notes Due 2024 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,500,000,000 | ||||||
Stated interest rate (as a percent) | 4.625% | ||||||
Extinguishment of debt | $ 1,541,000,000 | ||||||
5.375% Senior Notes Due 2026 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,000,000,000 | ||||||
Stated interest rate (as a percent) | 5.375% | ||||||
Extinguishment of debt | $ 1,034,000,000 | ||||||
4.625% Senior Notes Due 2023 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 500,000,000 | ||||||
Stated interest rate (as a percent) | 4.625% | ||||||
Extinguishment of debt | $ 507,000,000 | ||||||
5.375% Senior Notes Due 2025 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,000,000,000 | ||||||
Stated interest rate (as a percent) | 5.375% | ||||||
Extinguishment of debt | $ 1,039,000,000 | ||||||
1.75% Senior Notes Due 2023 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 193,000,000 | ||||||
Stated interest rate (as a percent) | 1.75% | ||||||
1.75% Senior Notes Due 2023 | Pandora | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 1.75% | ||||||
Shares issued (shares per thousand dollars) | 0.1627373 | ||||||
Senior Secured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 80,000,000 | ||||||
Maximum consolidated leverage ratio | 5 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Common stock, par value ( in USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 9,000,000,000 | 9,000,000,000 |
Common stock issued (in shares) | 3,891,000,000 | 3,968,000,000 |
Common stock outstanding (in shares) | 3,891,000,000 | 3,967,000,000 |
Common stock reserved for issuance (in shares) | 219,000,000 |
Stockholders' Equity - Special
Stockholders' Equity - Special Dividend (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 01, 2022 | Jul. 14, 2022 | Apr. 19, 2022 | Jan. 31, 2022 | Jan. 26, 2022 |
Equity [Abstract] | |||||
Common stock, dividends, declared (in dollars per share) | $ 0.0242 | $ 0.0219615 | $ 0.0219615 | $ 0.25 | $ 0.0219615 |
Dividends | $ 94 | $ 86 | $ 86 | $ 987 | $ 86 |
Stockholders' Equity - Quarterl
Stockholders' Equity - Quarterly Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 01, 2022 | Jul. 14, 2022 | Apr. 19, 2022 | Jan. 31, 2022 | Jan. 26, 2022 |
Equity [Abstract] | |||||
Common stock, dividends, declared (in dollars per share) | $ 0.0242 | $ 0.0219615 | $ 0.0219615 | $ 0.25 | $ 0.0219615 |
Total Amount | $ 94 | $ 86 | $ 86 | $ 987 | $ 86 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchase Program (Details) shares in Millions, $ in Millions | 121 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Class of Stock [Line Items] | |
Stock repurchased during period (in shares) | shares | 3,662 |
Stock repurchased during period | $ 16,558 |
Remaining amount authorized under the stock repurchase program | 1,442 |
Common Stock | |
Class of Stock [Line Items] | |
Stock repurchase program, aggregate authorized amount | $ 18,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | 121 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Shares Repurchase Activity [Line Items] | ||||
Stock repurchased during period (in shares) | 3,662 | |||
Stock repurchased during period | $ 16,558 | |||
Open Market Repurchases | ||||
Shares Repurchase Activity [Line Items] | ||||
Stock repurchased during period (in shares) | 103 | 245 | 267 | |
Stock repurchased during period | $ 639 | $ 1,512 | $ 1,574 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | |
Undesignated preferred stock authorized (in shares) | 50,000,000 | |
Preferred stock liquidation preference per share (in USD per share) | $ 0.001 | |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment expense | $ 197 | $ 202 | $ 223 |
Share-based payment expense | $ 197 | $ 202 | $ 223 |
Employees and Non Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value of options ( in USD per share) | $ 1.48 | $ 1.77 | $ 1.46 |
Options exercised in period, intrinsic value | $ 77 | $ 170 | $ 94 |
Exercise of stock options and vesting of restricted stock units (in shares) | 8 | 22 | 8 |
Share-based payment expense | $ 35 | $ 42 | $ 45 |
Restricted Stock Units (RSUs) and Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment expense | 162 | 160 | 178 |
Restricted stock units vested, intrinsic value | $ 207 | $ 166 | $ 196 |
Granted (in shares) | 46 | 40 | 37 |
Restricted stock units granted (in shares) | 4 | 1 | 1 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 19 | 16 | 20 |
Performance-based Share Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 6 | 7 | 4 |
Restricted Stock Units Rsu And Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 472 | $ 455 | |
Weighted-average service period (in years) | 2 years 6 months |
Benefit Plans - 2015 Long-Term
Benefit Plans - 2015 Long-Term Stock Incentive Plan (Details) - 2015 Long-Term Stock Incentive Plan shares in Millions | 12 Months Ended |
Dec. 31, 2022 anniversary shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock conversion to common stock | 1 |
Common stock available for future grants (in shares) | shares | 122 |
Employees and Non Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option expiration period | 10 years |
Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of award vesting anniversaries | anniversary | 3 |
Award vesting percentage | 25% |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage | 25% |
Performance-based Share Awards | Share-based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 2 years |
Award vesting percentage | 25% |
Performance-based Share Awards | Share-based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Award vesting percentage | 25% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Benefit Plans - Other Plans (De
Benefit Plans - Other Plans (Details) | 12 Months Ended |
Dec. 31, 2022 plan | |
Retirement Benefits [Abstract] | |
Number of other share-based benefit plans | 6 |
Benefit Plans - Fair Value of O
Benefit Plans - Fair Value of Options Granted (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Risk-free interest rate | 2% | 0.60% | 1% |
Expected life of options — years | 3 years 4 months 24 days | 6 years 21 days | 3 years 10 months 28 days |
Expected stock price volatility | 31% | 33% | 28% |
Expected dividend yield | 1.30% | 1% | 0.80% |
Benefit Plans - Stock Options A
Benefit Plans - Stock Options Activity Under Share-Based Payment Plans (Details) - Employees and Non Employee Stock Option - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Feb. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | ||||
Outstanding as of beginning of period (in shares) | 161 | 184 | 208 | |
Granted (in shares) | 11 | 54 | 11 | |
Exercised (in shares) | (35) | (72) | (33) | |
Forfeited, cancelled or expired (in shares) | (3) | (5) | (2) | |
Outstanding as of end of period (in shares) | 134 | 161 | 184 | |
Exercisable (in shares) | 78 | |||
Weighted Average Exercise Price Per Share | ||||
Outstanding as of beginning of period (in USD per share) | $ 5.47 | $ 4.73 | $ 4.46 | |
Granted (in USD per share) | 6.46 | 6.14 | 6.87 | |
Exercised (in USD per share) | 4.31 | 3.98 | 3.66 | |
Forfeited, cancelled or expired (in USD per share) | 6.52 | 6.73 | 6.28 | |
Outstanding as of end of period (in USD per share) | 5.55 | $ 5.47 | $ 4.73 | |
Exercisable (in USD per share) | $ 5.18 | |||
Weighted-Average Remaining Contractual Term (Years) | ||||
Outstanding | 5 years 5 months 8 days | |||
Exercisable | 4 years 6 months 29 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 69 | |||
Exercisable | $ 69 | |||
Decrease in weighted average exercise price (in dollars per share) | $ 0.25 |
Benefit Plans - Summary of Rest
Benefit Plans - Summary of Restricted Stock Unit and Stock Award Activity (Details) - Restricted Stock Units (RSUs) and Performance Shares - $ / shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | |||
Nonvested as of beginning of period (in shares) | 80 | 75 | 75 |
Granted (in shares) | 46 | 40 | 37 |
Vested (in shares) | (32) | (26) | (32) |
Forfeited (in shares) | (9) | (9) | (5) |
Nonvested as of end of period (in shares) | 85 | 80 | 75 |
Grant Date Fair Value Per Share | |||
Nonvested as of beginning of period ( in USD per share) | $ 6.22 | $ 6.06 | $ 5.95 |
Granted ( in USD per share) | 6.55 | 6.35 | 6.14 |
Vested ( in USD per share) | 6.18 | 6.02 | 5.89 |
Forfeited ( in USD per share) | 6.36 | 6.11 | 6 |
Nonvested as of end of period ( in USD per share) | $ 6.38 | $ 6.22 | $ 6.06 |
Benefit Plans - 401(k) Savings
Benefit Plans - 401(k) Savings Plan (Details) - Sirius XM Savings Plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Minimum of employee contributions of pre-tax eligible earnings to company 401(k) savings plan | 1% | ||
Maximum of employee contributions of pre-tax eligible earnings to company 401(k) savings plan | 50% | ||
Percent of Company match of employee's voluntary contributions | 50% | ||
Percent of employee's pre-tax salary | 6% | ||
Maximum annual contributions per employee, percent | 3% | ||
Vesting percentage of employer contributions for each year of employment | 33.33% | ||
Savings plan, fully vested period | 3 years | ||
Recognized cost | $ 19 | $ 21 | $ 16 |
Benefit Plans - Sirius XM Holdi
Benefit Plans - Sirius XM Holdings Inc. Deferred Compensation Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Contributions (withdrawals) | $ (1) | ||
Net contributions | $ 4 | $ 8 | |
Fair value of investment assets related to deferred compensation plan | 47 | 56 | |
Gains (losses) on investments | $ (10) | $ 5 | $ 3 |
Commitments and Contingencies -
Commitments and Contingencies - Expected Contractual Cash Commitments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Expected contractual cash commitments | ||
2023 | $ 1,769 | |
2024 | 1,782 | |
2025 | 902 | |
2026 | 1,749 | |
2027 | 1,954 | |
Thereafter | 7,089 | |
Total | 15,245 | |
Uncertain tax positions are recognized in other long-term liabilities | 81 | $ 35 |
Debt obligations | ||
Expected contractual cash commitments | ||
2023 | 196 | |
2024 | 503 | |
2025 | 4 | |
2026 | 1,082 | |
2027 | 1,500 | |
Thereafter | 6,250 | |
Total | 9,535 | |
Cash interest payments | ||
Expected contractual cash commitments | ||
2023 | 417 | |
2024 | 392 | |
2025 | 384 | |
2026 | 381 | |
2027 | 344 | |
Thereafter | 636 | |
Total | 2,554 | |
Satellite and transmission | ||
Expected contractual cash commitments | ||
2023 | 282 | |
2024 | 232 | |
2025 | 124 | |
2026 | 60 | |
2027 | 2 | |
Thereafter | 10 | |
Total | 710 | |
Programming and content | ||
Expected contractual cash commitments | ||
2023 | 392 | |
2024 | 284 | |
2025 | 218 | |
2026 | 125 | |
2027 | 61 | |
Thereafter | 110 | |
Total | 1,190 | |
Sales and marketing | ||
Expected contractual cash commitments | ||
2023 | 65 | |
2024 | 72 | |
2025 | 63 | |
2026 | 16 | |
2027 | 5 | |
Thereafter | 0 | |
Total | 221 | |
Satellite incentive payments | ||
Expected contractual cash commitments | ||
2023 | 7 | |
2024 | 8 | |
2025 | 7 | |
2026 | 4 | |
2027 | 3 | |
Thereafter | 15 | |
Total | 44 | |
Operating lease obligations | ||
Expected contractual cash commitments | ||
2023 | 64 | |
2024 | 50 | |
2025 | 46 | |
2026 | 43 | |
2027 | 38 | |
Thereafter | 67 | |
Total | 308 | |
Royalties, minimum guarantees and other | ||
Expected contractual cash commitments | ||
2023 | 346 | |
2024 | 241 | |
2025 | 56 | |
2026 | 38 | |
2027 | 1 | |
Thereafter | 1 | |
Total | $ 683 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) satellite | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Loss Contingencies [Line Items] | |||
Number of replacement satellites | satellite | 4 | ||
Rent expense recognized | $ 68 | $ 69 | $ 73 |
Pending case period, term | 7 years | ||
Music Royalty And Podcast Content Minimum Gaurantee | |||
Loss Contingencies [Line Items] | |||
Future minimum guarantee payments | $ 484 | ||
Other commitment, to be paid, year one | $ 217 | ||
Minimum | |||
Loss Contingencies [Line Items] | |||
Operating lease obligations, term (years) | 1 year | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Operating lease obligations, term (years) | 15 years | ||
XM-5, FM-5, FM-6, XM-3, and XM-4 | |||
Loss Contingencies [Line Items] | |||
Operating performance over design life | 15 years |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current taxes: | |||
Federal | $ (140) | $ (31) | $ 0 |
State | (50) | (50) | (61) |
Total current taxes | (190) | (81) | (61) |
Deferred taxes: | |||
Federal | (163) | (210) | (219) |
State | (39) | 79 | (19) |
Total deferred taxes | (202) | (131) | (238) |
Total income tax expense | $ (392) | $ (212) | $ (299) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal tax expense, at statutory rate | 21% | 21% | 21% |
State income tax expense, net of federal benefit | 4.10% | 4.10% | 4.20% |
Change in valuation allowance | 2.20% | 1.50% | 0.70% |
Tax credits | (1.50%) | (4.70%) | (10.20%) |
Share-based compensation | (0.80%) | (1.00%) | (3.50%) |
Impact of nondeductible compensation | 0.80% | 0.60% | 2.60% |
Automatic worthless stock deduction | 0% | 0% | (3.50%) |
Goodwill impairment | 0% | 0% | 53.70% |
Uncertain tax positions | (0.80%) | (0.10%) | 4.40% |
Audit Settlements | 0% | (7.60%) | 0% |
Other, net | (0.60%) | 0.10% | 0.10% |
Effective tax rate | 24.40% | 13.90% | 69.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Effective income tax rate percent | 24.40% | 13.90% | 69.50% |
Tax credit | $ 25 | $ 71 | |
Valuation allowance | 113 | 83 | |
Unrecognized tax benefits | 198 | 179 | $ 433 |
Unrecognized tax benefits that would impact effective tax rate | 198 | ||
Uncertain tax positions are recognized in other long-term liabilities | 81 | 35 | |
Unrecognized tax benefits, increase resulting from interest | (3) | $ 1 | |
Domestic Plan | |||
Income Tax Contingency [Line Items] | |||
Gross operating loss carryforwards | $ 423 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards and tax credits | $ 405 | $ 681 |
Deferred revenue | 45 | 52 |
Accrued bonus | 28 | 35 |
Expensed costs capitalized for tax | 66 | 9 |
Investments | 23 | 20 |
Stock based compensation | 54 | 57 |
Operating lease liability | 94 | 104 |
Other | 17 | 12 |
Total deferred tax assets | 732 | 970 |
Deferred tax liabilities: | ||
Depreciation of property and equipment | (206) | (286) |
FCC license | (520) | (522) |
Other intangible assets | (234) | (263) |
Right of use asset | (77) | (89) |
Other | 0 | (5) |
Total deferred tax liabilities | (1,037) | (1,165) |
Net deferred tax assets before valuation allowance | (305) | (195) |
Valuation allowance | (113) | (83) |
Total net deferred tax (liability) asset | $ (418) | $ (278) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in uncertain income tax positions | ||
Balance, beginning of year | $ 179 | $ 433 |
Increases in tax positions for prior years | 3 | 9 |
Increases in tax positions for current year | 31 | 13 |
Decreases in tax positions for prior years | (15) | (24) |
Decreases related to settlement with taxing authorities | 0 | (252) |
Balance, end of year | $ 198 | $ 179 |
Segments and Geographic Infor_3
Segments and Geographic Information - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Total revenue | $ 9,003 | $ 8,696 | $ 8,040 |
Share-based payment expense | 197 | 202 | 223 |
Cost of Sales | |||
Segment Reporting Information [Line Items] | |||
Share-based payment expense | 46 | 45 | 44 |
Sales and Marketing | |||
Segment Reporting Information [Line Items] | |||
Share-based payment expense | 52 | 58 | 68 |
Research and Development Expense | |||
Segment Reporting Information [Line Items] | |||
Share-based payment expense | 39 | 36 | 43 |
General and Administrative Expense | |||
Segment Reporting Information [Line Items] | |||
Share-based payment expense | 60 | 63 | 68 |
Advertising revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,772 | 1,730 | $ 1,340 |
Advertising revenue | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 1 | $ 1 |
Segments and Geographic Infor_4
Segments and Geographic Information - Revenue and Profit by Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 9,003 | $ 8,696 | $ 8,040 |
Cost of services | (4,084) | (3,923) | (3,535) |
Segment gross profit | 4,919 | 4,773 | 4,505 |
Subscriber revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 6,892 | 6,614 | 6,372 |
Advertising revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,772 | 1,730 | 1,340 |
Equipment revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 189 | 201 | 173 |
Other revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 150 | 151 | 155 |
Sirius XM | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 6,905 | 6,624 | 6,342 |
Cost of services | (2,641) | (2,594) | (2,430) |
Segment gross profit | 4,264 | 4,030 | 3,912 |
Sirius XM | Subscriber revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 6,370 | 6,084 | 5,857 |
Sirius XM | Advertising revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 196 | 188 | 157 |
Sirius XM | Equipment revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 189 | 201 | 173 |
Sirius XM | Other revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 150 | 151 | 155 |
Pandora and Off-platform | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 2,098 | 2,072 | 1,698 |
Cost of services | (1,443) | (1,329) | (1,105) |
Segment gross profit | 655 | 743 | 593 |
Pandora and Off-platform | Subscriber revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 522 | 530 | 515 |
Pandora and Off-platform | Advertising revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,576 | 1,542 | 1,183 |
Pandora and Off-platform | Equipment revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Pandora and Off-platform | Other revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 0 | $ 0 | $ 0 |
Segments and Geographic Infor_5
Segments and Geographic Information - Gross Profit to Consolidated Income Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Segment gross profit | $ 4,919 | $ 4,773 | $ 4,505 |
Subscriber acquisition costs | (352) | (325) | (362) |
Sales and marketing | (1,075) | (1,056) | (957) |
Engineering, design and development | (285) | (265) | (263) |
General and administrative | (525) | (514) | (511) |
Depreciation and amortization | (536) | (533) | (506) |
Share-based payment expense | (197) | (202) | (223) |
Impairment, restructuring and acquisition costs | (64) | (20) | (1,004) |
Consolidated income before income taxes | 1,605 | 1,526 | 430 |
Segment Reconciling Items | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Subscriber acquisition costs | (352) | (325) | (362) |
Sales and marketing | (1,023) | (998) | (889) |
Engineering, design and development | (246) | (229) | (220) |
General and administrative | (465) | (451) | (443) |
Depreciation and amortization | (536) | (533) | (506) |
Share-based payment expense | (197) | (202) | (223) |
Impairment, restructuring and acquisition costs | (64) | (20) | (1,004) |
Total other (expense) income | $ (431) | $ (489) | $ (428) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 121 Months Ended | ||||||
Jan. 25, 2023 | Nov. 01, 2022 | Jul. 14, 2022 | Apr. 19, 2022 | Jan. 31, 2022 | Jan. 26, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Stock repurchased during period (in shares) | 3,662 | ||||||
Stock repurchased during period | $ 16,558 | ||||||
Common stock, dividends, declared (in dollars per share) | $ 0.0242 | $ 0.0219615 | $ 0.0219615 | $ 0.25 | $ 0.0219615 | ||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, dividends, declared (in dollars per share) | $ 0.0242 |
Schedule II - Schedule of Val_2
Schedule II - Schedule of Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance January 1, | $ 10 | $ 15 | $ 14 |
Charged to Expenses | 59 | 53 | 60 |
Write-offs/ Payments/ Other | (58) | (58) | (59) |
Balance December 31, | 11 | 10 | 15 |
Deferred tax assets—valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance January 1, | 83 | 54 | 70 |
Charged to Expenses | 35 | 29 | 3 |
Write-offs/ Payments/ Other | (5) | 0 | (19) |
Balance December 31, | $ 113 | $ 83 | $ 54 |