SIRIUS XM HOLDINGS INC., 10-Q filed on 4/28/2021
Quarterly Report
v3.21.1
Cover - shares
3 Months Ended
Mar. 31, 2021
Apr. 26, 2021
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2021  
Document Transition Report false  
Entity File Number 001-34295  
Entity Registrant Name SIRIUS XM HOLDINGS INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 38-3916511  
Entity Address, Address Line One 1221 Avenue of the Americas  
Entity Address, Address Line Two 35th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10020  
City Area Code 212  
Local Phone Number 584-5100  
Title of 12(b) Security Common stock, $0.001 par value  
Trading Symbol SIRI  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   4,090,766,059
Entity Central Index Key 0000908937  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
v3.21.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Revenue:    
Revenue $ 2,058 $ 1,952
Cost of services:    
Subscriber acquisition costs 86 99
Sales and marketing 217 225
Engineering, design and development 64 71
General and administrative 121 107
Depreciation and amortization 132 132
Impairment, restructuring and acquisition costs 245 0
Total operating expenses 1,804 1,484
Income from operations 254 468
Other (expense) income:    
Interest expense (100) (99)
Other income 3 4
Total other (expense) income (97) (95)
Income before income taxes 157 373
Income tax benefit (expense) 62 (80)
Net income 219 293
Foreign currency translation adjustment, net of tax 5 (25)
Total comprehensive income $ 224 $ 268
Net income per common share:    
Basic (in USD per share) $ 0.05 $ 0.07
Diluted (in USD per share) $ 0.05 $ 0.07
Weighted average common shares outstanding:    
Basic (in shares) 4,137 4,405
Diluted (in shares) 4,222 4,515
Subscriber revenue    
Revenue:    
Revenue $ 1,611 $ 1,585
Advertising revenue    
Revenue:    
Revenue 354 285
Equipment    
Revenue:    
Revenue 57 41
Cost of services:    
Cost of services 4 4
Other revenue    
Revenue:    
Revenue 36 41
Revenue share and royalties    
Cost of services:    
Cost of services 640 570
Programming and content    
Cost of services:    
Cost of services 130 118
Customer service and billing    
Cost of services:    
Cost of services 117 118
Transmission    
Cost of services:    
Cost of services $ 48 $ 40
v3.21.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 59 $ 71
Receivables, net 611 672
Inventory, net 8 10
Related party current assets 11 20
Prepaid expenses and other current assets 216 194
Total current assets 905 967
Property and equipment, net 1,403 1,629
Intangible assets, net 3,302 3,340
Goodwill 3,128 3,122
Related party long-term assets 538 531
Deferred tax assets 111 111
Operating lease right-of-use assets 392 427
Other long-term assets 209 206
Total assets 9,988 10,333
Current liabilities:    
Accounts payable and accrued expenses 1,057 1,223
Accrued interest 80 174
Current portion of deferred revenue 1,664 1,721
Current maturities of debt 1 1
Operating lease current liabilities 48 48
Total current liabilities 2,850 3,167
Long-term deferred revenue 115 118
Long-term debt 8,878 8,499
Deferred tax liabilities 192 266
Operating lease liabilities 406 419
Other long-term liabilities 150 149
Total liabilities 12,591 12,618
Commitments and contingencies
Stockholders’ equity (deficit):    
Common stock, par value $0.001 per share; 9,000 shares authorized; 4,107 and 4,176 shares issued; 4,105 and 4,173 shares outstanding at March 31, 2021 and December 31, 2020, respectively 4 4
Accumulated other comprehensive income, net of tax 20 15
Additional paid-in capital 0 0
Treasury stock, at cost; 2 and 3 shares of common stock at March 31, 2021 and December 31, 2020, respectively (13) (19)
Accumulated deficit (2,614) (2,285)
Total stockholders’ equity (deficit) (2,603) (2,285)
Total liabilities and stockholders’ equity (deficit) $ 9,988 $ 10,333
v3.21.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2021
Dec. 31, 2020
Statement of Financial Position [Abstract]    
Common stock, par value ( in USD per share) $ 0.001 $ 0.001
Common stock authorized (in shares) 9,000,000,000 9,000,000,000
Common stock issued (in shares) 4,107,000,000 4,176,000,000
Common stock outstanding (in shares) 4,105,000,000 4,173,000,000
Treasury stock (in shares) 2,000,000 3,000,000
v3.21.1
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
shares in Millions, $ in Millions
Total
Common Stock
Accumulated Other Comprehensive Income (Loss)
Additional Paid-in Capital
Treasury Stock
Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019   4,412     0  
Beginning balance at Dec. 31, 2019 $ (736) $ 4 $ 8 $ 395 $ 0 $ (1,143)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Comprehensive income (loss), net of tax 268   (25)     293
Share-based payment expense 59     59    
Exercise of stock options and vesting of restricted stock units (in shares)   8        
Exercise of stock options and vesting of restricted stock units 0          
Withholding taxes on net share settlement of stock-based compensation (36)     (36)    
Cash dividends paid on common stock (59)     (59)    
Common stock repurchased (in shares)         41  
Common stock repurchased (243)       $ (243)  
Common stock retired (in shares)   (41)     (41)  
Common stock retired 0     (243) $ 243  
Ending balance (in shares) at Mar. 31, 2020   4,379     0  
Ending balance at Mar. 31, 2020 (747) $ 4 (17) 116 $ 0 (850)
Beginning balance (in shares) at Dec. 31, 2020   4,176     3  
Beginning balance at Dec. 31, 2020 (2,285) $ 4 15 0 $ (19) (2,285)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Comprehensive income (loss), net of tax 224   5     219
Share-based payment expense 55     55    
Exercise of stock options and vesting of restricted stock units (in shares)   17        
Exercise of stock options and vesting of restricted stock units 0          
Withholding taxes on net share settlement of stock-based compensation (20)     (20)    
Cash dividends paid on common stock (61)     (35)   (26)
Common stock repurchased (in shares)         85  
Common stock repurchased (516)       $ (516)  
Common stock retired (in shares)   (86)     (86)  
Common stock retired 0       $ 522 (522)
Ending balance (in shares) at Mar. 31, 2021   4,107     2  
Ending balance at Mar. 31, 2021 $ (2,603) $ 4 $ 20 $ 0 $ (13) $ (2,614)
v3.21.1
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Statement of Stockholders' Equity [Abstract]    
Dividend Per Share (in USD per share) $ 0.014641 $ 0.01331
v3.21.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Cash flows from operating activities:    
Net income $ 219 $ 293
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 132 132
Non cash impairment and restructuring costs 245 0
Non-cash interest expense, net of amortization of premium 5 5
Provision for doubtful accounts 10 19
Amortization of deferred income related to equity method investment 0 (1)
Loss on unconsolidated entity investments, net 1 2
(Gain) loss on other investments (1) 5
Share-based payment expense 51 55
Deferred income tax (benefit) expense (76) 72
Amortization of right-of-use assets 15 14
Changes in operating assets and liabilities:    
Receivables 45 47
Inventory 2 (1)
Related party, net 10 6
Prepaid expenses and other current assets (22) (18)
Other long-term assets (4) 2
Accounts payable and accrued expenses (173) (131)
Accrued interest (94) (62)
Deferred revenue (59) (11)
Operating lease liabilities (12) (11)
Other long-term liabilities (2) (1)
Net cash provided by operating activities 292 416
Cash flows from investing activities:    
Additions to property and equipment (78) (62)
Purchases of other investments (3) (6)
Acquisition of business, net of cash acquired 6 0
Investments in related parties and other equity investees (5) (80)
Repayment from related party 2 3
Net cash used in investing activities (78) (145)
Cash flows from financing activities:    
Taxes paid from net share settlements for stock-based compensation (20) (35)
Revolving credit facility, net of deferred financing costs 374 0
Principal payments of long-term borrowings (1) (2)
Common stock repurchased and retired (522) (243)
Dividends paid (61) (59)
Net cash used in financing activities (230) (339)
Net decrease in cash, cash equivalents and restricted cash (16) (68)
Cash, cash equivalents and restricted cash at beginning of period [1] 83 120
Cash, cash equivalents and restricted cash at end of period [1] 67 52
Cash paid during the period for:    
Interest, net of amounts capitalized 189 155
Income taxes paid 2 5
Non-cash investing and financing activities:    
Treasury stock not yet settled 6 0
Accumulated other comprehensive income (loss), net of tax $ 5 $ (25)
[1] The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year.
(in millions)March 31, 2021December 31, 2020March 31, 2020December 31, 2019
Cash and cash equivalents$59 $71 $40 $106 
Restricted cash included in Other long-term assets12 12 14 
Total cash, cash equivalents and restricted cash at end of period$67 $83 $52 $120 
v3.21.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Mar. 31, 2020
Dec. 31, 2019
Statement of Cash Flows [Abstract]        
Cash and cash equivalents $ 59 $ 71 $ 40 $ 106
Restricted cash included in Other long-term assets 8 12 12 14
Total cash, cash equivalents and restricted cash at end of period [1] $ 67 $ 83 $ 52 $ 120
[1] The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year.
(in millions)March 31, 2021December 31, 2020March 31, 2020December 31, 2019
Cash and cash equivalents$59 $71 $40 $106 
Restricted cash included in Other long-term assets12 12 14 
Total cash, cash equivalents and restricted cash at end of period$67 $83 $52 $120 
v3.21.1
Business & Basis of Presentation
3 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business & Basis of Presentation Business & Basis of Presentation
This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. and its subsidiaries (collectively “Holdings”).  The terms “Holdings,” “we,” “us,” “our,” and “our company” as used herein, and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc. and its subsidiaries. “Sirius XM” refers to our wholly owned subsidiary Sirius XM Radio Inc. and its subsidiaries. “Pandora” refers to Sirius XM's wholly owned subsidiary Pandora Media, LLC and its subsidiaries. Holdings has no operations independent of Sirius XM and Pandora.
Business
We operate two complementary audio entertainment businesses - our Sirius XM business and our Pandora business. 
Sirius XM
Our Sirius XM business features music, sports, entertainment, comedy, talk, news, traffic and weather channels and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basis. Sirius XM's premier content bundles include live, curated and certain exclusive and on demand programming. The Sirius XM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and our website. Our Sirius XM service is also available through our user interface, which we call “360L,” that combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience.
The primary source of revenue from our Sirius XM business is subscription fees, with most of our customers subscribing to monthly, quarterly, semi-annual or annual plans.  We also derive revenue from advertising on select non-music channels, direct sales of our satellite radios and accessories, and other ancillary services.  As of March 31, 2021, our Sirius XM business had approximately 34.5 million subscribers.
In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather, fuel prices, sports schedules and scores and movie listings, a traffic information service that includes information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time weather services in vehicles, boats and planes.
Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics.
Pandora
Our Pandora business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected devices.  Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand.  Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).  As of March 31, 2021, Pandora had approximately 6.5 million subscribers.
The majority of revenue from our Pandora business is generated from advertising on our Pandora ad-supported radio service. We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers.
Our Pandora business also sells advertising on audio platforms and in podcasts unaffiliated with us. Pandora has an arrangement with SoundCloud Holdings, LLC ("SoundCloud") to be its exclusive US ad sales representative. Through this arrangement Pandora is able to offer advertisers the ability to execute campaigns in the US across the Pandora and SoundCloud listening platforms. We also have arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Pandora provides a comprehensive digital audio and programmatic advertising technology platform, which
connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.
On February 10, 2020, Sirius XM invested $75 in SoundCloud. SoundCloud is the world’s largest open audio platform, with a connected community of creators, listeners, and curators. SoundCloud’s platform enables its users to upload, promote, share and create audio entertainment. The minority investment complements the existing ad sales relationship between SoundCloud and Pandora. Refer to Note 12 for more information on this investment.
On June 16, 2020, Sirius XM acquired Simplecast for $28 in cash. Simplecast is a podcast management and analytics platform. Refer to Note 3 for more information on this acquisition.
On October 16, 2020, Sirius XM acquired certain assets and liabilities of Stitcher from The E.W. Scripps Company and certain of its subsidiaries for total consideration of $302, which included $266 in cash and $36 related to the acquisition date fair value of contingent consideration. The agreement provides that Sirius XM will potentially make up to $60 in additional contingent payments to Scripps based on Stitcher achieving certain financial metrics in 2020 and 2021. The acquisition of Stitcher, in conjunction with Simplecast, created a full-service platform for podcast creators, publishers and advertisers. Refer to Note 3 for more information on this acquisition.
Impact of the coronavirus (“COVID-19”) pandemic
The precise extent to which the COVID-19 pandemic will impact our operational and financial performance will depend on various factors. To date, the pandemic has not increased our costs of or access to capital under our revolving credit facility or in the debt capital markets, and we do not believe it is reasonably likely to in the future. In addition, we do not believe that the pandemic will affect our ongoing ability to meet the covenants in our debt instruments, including under our revolving credit facility.
Liberty Media
As of March 31, 2021, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 77% of the outstanding shares of our common stock.  As a result, we are a “controlled company” for the purposes of the NASDAQ corporate governance requirements.
Basis of Presentation
The accompanying unaudited consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation.
In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 have been made.
Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 2, 2021.
Public companies are required to disclose certain information about their reportable operating segments.  Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 18 for information related to our segments.
We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q for the three months ended March 31, 2021 and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements.  For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements refer to Note 19.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes.  Estimates, by their nature, are based on judgment and available information.  Actual results could differ materially from those estimates.  Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes.
We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained. Any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements.
v3.21.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Fair Value Measurements
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of March 31, 2021 and December 31, 2020, the carrying amounts of cash and cash equivalents, receivables and accounts payable approximated fair value due to the short-term nature of these instruments.
Our liabilities measured at fair value were as follows:
 March 31, 2021December 31, 2020
 Level 1Level 2Level 3Total Fair
Value
Level 1Level 2Level 3Total Fair
Value
Liabilities:        
Debt (a)
— $9,246 — $9,246 — $9,011 — $9,011 
(a)The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm.  Refer to Note 13 for information related to the carrying value of our debt as of March 31, 2021 and December 31, 2020.

Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income of $20 was primarily comprised of the cumulative foreign currency translation adjustments related to our investment in and loan to Sirius XM Canada (refer to Note 12 for additional information). During the three months ended March 31, 2021, we recorded foreign currency translation adjustment income of $5, net of tax expense of $1. During the three months ended March 31, 2020, we recorded foreign currency translation adjustment loss of $25, net of a tax benefit of $8.
v3.21.1
Acquisitions
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Acquisitions Acquisitions
Stitcher
On October 16, 2020, Sirius XM acquired certain assets and liabilities of Stitcher from The E.W. Scripps Company and certain of its subsidiaries ("Scripps") for $266 in cash, which amount includes net working capital adjustments. The agreement provides that Sirius XM will potentially make up to $60 in additional contingent payments to Scripps based on Stitcher achieving certain financial metrics in 2020 and 2021. The total purchase consideration of $302 includes $36 related to the acquisition date fair value of the contingent consideration. The fair value of the contingent consideration was determined using a probability-weighted cash flow model and will be remeasured to fair value at each subsequent reporting period. Stitcher is included in our Pandora reporting unit.
The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:
Acquired Assets:
Receivables, net$21 
Prepaid expenses and other current assets16 
Property and equipment
Intangible assets38 
Goodwill224 
Operating lease right-of-use assets11 
Total assets$318 
Assumed Liabilities:
Accounts payable and accrued expenses$
Deferred revenue
Operating lease current liabilities
Operating lease liabilities
Total liabilities$16 
Total consideration$302 
The Stitcher acquisition was accounted for using the acquisition method of accounting and was financed through borrowings under our Credit Facility.
Simplecast
On June 16, 2020, Sirius XM acquired Simplecast for $28 in cash. Simplecast is a podcast management and analytics platform. Simplecast complements AdsWizz’s advertising technology platform, allowing the company to offer podcasters a simple solution for management, hosting, analytics and advertising sales, and is included in the Pandora reporting unit. The Simplecast acquisition was accounted for using the acquisition method of accounting. We recognized goodwill of $17, amortizable intangible assets of $12, other assets of less than $1 and deferred tax liabilities of $1.

No acquisition related costs were recognized for the three months ended March 31, 2021 and 2020.
v3.21.1
Restructuring Costs
3 Months Ended
Mar. 31, 2021
Restructuring and Related Activities [Abstract]  
Restructuring Costs Restructuring CostsDuring the three months ended March 31, 2021, we evaluated our office space needs and, as a result of such analysis, surrendered certain office leases primarily in New York, New York and Oakland, California. We assessed the recoverability of the carrying value of the operating lease right of use assets related to these locations. Based on that assessment, the carrying values of the assets were not recoverable and we recorded impairments of $18 to reduce the carrying value of the assets to their fair values. Additionally, we accrued expenses of $6 which we will not recognize any future economic benefits and wrote off leasehold improvements of $1. The fair values of the assets were determined using a discounted cash flow model based on management's assumptions regarding the ability to sublease the locations and the remaining term of the leases. The total charge of $25 was recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statement of comprehensive income for the three months ended March 31, 2021.
v3.21.1
Earnings per Share
3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]  
Earnings per Share Earnings per Share
Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period.  Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three months ended March 31, 2021 and 2020.
Common stock equivalents of 97 and 40 for the three months ended March 31, 2021 and 2020, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive.
 For the Three Months Ended March 31,
 20212020
Numerator:  
Net Income available to common stockholders for basic net income per common share$219 $293 
Effect of interest on assumed conversions of convertible notes, net of tax
Net Income available to common stockholders for dilutive net income per common share$221 $295 
Denominator:  
Weighted average common shares outstanding for basic net income per common share4,137 4,405 
Weighted average impact of assumed convertible notes30 29 
Weighted average impact of dilutive equity instruments55 81 
Weighted average shares for diluted net income per common share
4,222 4,515 
Net income per common share:  
Basic$0.05 $0.07 
Diluted$0.05 $0.07 
v3.21.1
Receivables, net
3 Months Ended
Mar. 31, 2021
Receivables [Abstract]  
Receivables, net Receivables, net
Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables.
Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors.  We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay.  Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income.
Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios.  Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced.  We have not established an allowance for doubtful accounts for
our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties and do not expect issues in the foreseeable future.
Receivables, net, consists of the following:
 March 31, 2021December 31, 2020
Gross customer accounts receivable$507 $574 
Allowance for doubtful accounts(12)(15)
Customer accounts receivable, net$495 $559 
Receivables from distributors73 73 
Other receivables43 40 
Total receivables, net$611 $672 
v3.21.1
Inventory, net
3 Months Ended
Mar. 31, 2021
Inventory Disclosure [Abstract]  
Inventory, net Inventory, net
Inventory consists of finished goods and refurbished goods. Inventory is stated at the lower of cost or market.  We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value.  The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our unaudited consolidated statements of comprehensive income.  The provision related to inventory consumed in our OEM channel is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of comprehensive income.
Inventory, net, consists of the following:
 March 31, 2021December 31, 2020
Finished goods11 13 
Allowance for obsolescence(3)(3)
Total inventory, net$$10 
v3.21.1
Goodwill
3 Months Ended
Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other, states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASC 350 also states that a reporting unit with a zero or negative carrying amount is not required to perform a qualitative assessment. Our Sirius XM reporting unit, which has an allocated goodwill balance of $2,290, had a negative carrying amount as of March 31, 2021.
As of March 31, 2021, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three months ended March 31, 2021 and 2020.  As of March 31, 2021, the cumulative balance of goodwill impairments recorded was $5,722, of which $4,766 was recognized during the year ended December 31, 2008 and is included in the carrying amount of the goodwill allocated to our Sirius XM reporting unit and $956 was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora reporting unit.
As of March 31, 2021, the carrying amount of goodwill for our Sirius XM and Pandora reporting units was $2,290 and $838, respectively. During the three months ended March 31, 2021, we recorded $6 of goodwill related to purchase accounting adjustments for the acquisition of Stitcher. As of December 31, 2020, the carrying amount of goodwill for our Sirius XM and Pandora reporting units was $2,290 and $832, respectively.
v3.21.1
Intangible Assets
3 Months Ended
Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets Intangible Assets
Our intangible assets include the following:
  March 31, 2021December 31, 2020
 Weighted
Average
Useful Lives
Gross
Carrying
Value
Accumulated AmortizationNet Carrying
Value
Gross
Carrying
Value
Accumulated AmortizationNet Carrying
Value
Indefinite life intangible assets:
       
FCC licensesIndefinite$2,084 $— $2,084 $2,084 $— $2,084 
TrademarksIndefinite250 — 250 250 — 250 
Definite life intangible assets:       
OEM relationships15 years220 (109)111 220 (105)115 
Licensing agreements12 years45 (45)— 45 (45)— 
Software and technology7 years31 (17)14 31 (16)15 
Due to Pandora and Stitcher Acquisitions:
Indefinite life intangible assets:
TrademarksIndefinite$311 $— $311 $311 $— $311 
Definite life intangible assets:
Customer relationships8 years441 (118)323 441 (104)337 
Software and technology5 years373 (164)209 373 (145)228 
Total intangible assets $3,755 $(453)$3,302 $3,755 $(415)$3,340 

Indefinite Life Intangible Assets
We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.
We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time.
Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of March 31, 2021, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three months ended March 31, 2021 and 2020.
Definite Life Intangible Assets
Amortization expense for all definite life intangible assets was $38 for each of the three months ended March 31, 2021 and 2020. There were no retirements of definite lived intangible assets during the three months ended March 31, 2021 and 2020.
The expected amortization expense for each of the fiscal years 2021 through 2025 and for periods thereafter is as follows:
Years ending December 31,Amount
2021 (remaining)$115 
2022154 
2023141 
202475 
202569 
Thereafter103 
Total definite life intangible assets, net$657 
v3.21.1
Property and Equipment
3 Months Ended
Mar. 31, 2021
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
Property and equipment, net, consists of the following:
 March 31, 2021December 31, 2020
Satellite system$1,587 $1,587 
Terrestrial repeater network105 105 
Leasehold improvements108 111 
Broadcast studio equipment105 100 
Capitalized software and hardware1,404 1,372 
Satellite telemetry, tracking and control facilities98 96 
Furniture, fixtures, equipment and other92 92 
Land38 38 
Building63 63 
Construction in progress338 510 
Total property and equipment3,938 4,074 
Accumulated depreciation and amortization(2,535)(2,445)
Property and equipment, net$1,403 $1,629 
Construction in progress consists of the following:
 March 31, 2021December 31, 2020
Satellite system$213 $429 
Terrestrial repeater network10 
Capitalized software and hardware90 52 
Other25 21 
Construction in progress$338 $510 
Depreciation and amortization expense on property and equipment was $94 for each of the three months ended March 31, 2021 and 2020.  We retired property and equipment of $5 and $29 during the three months ended March 31, 2021 and 2020, respectively.
We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $3 and $5 for the three months ended March 31, 2021 and 2020, respectively, which related to the construction of our SXM-8 satellite. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $4 for each of the three months ended March 31, 2021 and 2020.
Satellites
As of March 31, 2021, we operated a fleet of five satellites.  Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite license.  The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The chart below provides certain information on our satellites as of March 31, 2021:
Satellite DescriptionYear DeliveredEstimated End of
Depreciable Life
FCC License Expiration Year
SIRIUS FM-5200920242025
SIRIUS FM-6201320282022
XM-320052020
2021(a)
XM-4200620212022
XM-5201020252026
(a)We filed an application with the FCC to extend the license for the XM-3 satellite on February 26, 2021 and expect it to be granted routinely.
On December 13, 2020, our SXM-7 satellite was successfully launched and in-orbit testing of SXM-7 began on January 4, 2021. During in-orbit testing of SXM-7, events occurred which caused failures of certain SXM-7 payload units. The evaluation of SXM-7 concluded that the satellite will not function as intended, which we considered to be a triggering event prompting the assessment as to whether the asset's carrying value of $220 was recoverable. In determining recoverability of SXM-7, we compared the asset's carrying value to the undiscounted cash flows derived from the satellite. SXM-7 was determined to be a total loss and therefore, we determined that the carrying value of the satellite is not recoverable and an impairment charge of $220 was recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income for the three months ended March 31, 2021.
We have procured insurance for SXM-7 to cover the risks associated with the satellite's launch and first year of in-orbit operation. The aggregate coverage under the insurance policy with respect to SXM-7 is $225. We have notified the underwriters of this policy of a potential claim with respect to SXM-7 and expect to file an insurance claim in the second quarter of 2021. At this time, we are unable to reliably estimate the timing and amount of insurance recoveries and will record the insurance recoveries when they are probable and estimable.
We do not expect our satellite radio service to be impacted by these adverse SXM-7 events. Our XM-3 and XM-4 satellites continue to operate and are expected to support our satellite radio service for several years. In addition, our XM-5 satellite remains available as an in-orbit spare. Construction of our SXM-8 satellite is underway and that satellite is expected to be launched into a geostationary orbit in 2021.
v3.21.1
Leases
3 Months Ended
Mar. 31, 2021
Leases [Abstract]  
Leases Leases
We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 17 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date.
The components of lease expense were as follows:
For the Three Months Ended March 31,
20212020
Operating lease cost$21 $20 
Finance lease cost— — 
Sublease income(1)— 
Total lease cost$20 $20 
During the three months ended March 31, 2021, we ceased using certain leased locations and recorded an impairment charge of $18 to write down the carrying value of the right-of-use assets for these locations to their estimated fair values. Refer to Note 4 for additional information.
Leases Leases
We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 17 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date.
The components of lease expense were as follows:
For the Three Months Ended March 31,
20212020
Operating lease cost$21 $20 
Finance lease cost— — 
Sublease income(1)— 
Total lease cost$20 $20 
During the three months ended March 31, 2021, we ceased using certain leased locations and recorded an impairment charge of $18 to write down the carrying value of the right-of-use assets for these locations to their estimated fair values. Refer to Note 4 for additional information.
v3.21.1
Related Party Transactions
3 Months Ended
Mar. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions 
In the normal course of business, we enter into transactions with related parties such as Sirius XM Canada and SoundCloud.

Liberty Media
As of March 31, 2021, Liberty Media beneficially owned, directly and indirectly, approximately 77% of the outstanding shares of our common stock. Liberty Media has one executive, one senior advisor and one of its directors on our board of directors.  Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.

Sirius XM Canada
Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share. Sirius XM also made a loan to Sirius XM Canada in the aggregate amount of $131. The loan is denominated in Canadian dollars and is considered a long-term investment with any unrealized gains or losses reported within Accumulated other comprehensive (loss) income. During the three months ended March 31, 2021 and 2020, Sirius XM Canada repaid $2 and $3 of the principal amount of the loan, respectively.
Sirius XM has a Services Agreement and an Advisory Services Agreement with Sirius XM Canada. Each agreement has a thirty-year term. Pursuant to the Services Agreement, Sirius XM Canada currently pays Sirius XM 25% of its gross revenues on a monthly basis, and pursuant to the Advisory Services Agreement, Sirius XM Canada pays Sirius XM 5% of its gross revenues on a monthly basis.
Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance.
Our related party long-term assets as of March 31, 2021 and December 31, 2020 included the carrying value of our investment balance in Sirius XM Canada of $340 and $332, respectively, and, as of March 31, 2021 and December 31, 2020, also included $122 and $123, respectively, for the long-term value of the outstanding loan to Sirius XM Canada.

Sirius XM Canada paid gross dividends to us of less than $1 during each of the three months ended March 31, 2021 and 2020.  Dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Other (expense) income for any remaining portion.
We recorded revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income of $25 for each of the three months ended March 31, 2021 and 2020.

SoundCloud
In February 2020, Sirius XM completed a $75 investment in SoundCloud's Series G Membership Units ("Series G Units"). The Series G Units are convertible at the option of the holders at any time into shares of ordinary membership units of SoundCloud at a ratio of one ordinary membership unit for each Series G Unit. The investment in SoundCloud is accounted for as an equity method investment which is recorded in Related party long-term assets in our unaudited consolidated balance sheets. Sirius XM has appointed two individuals to serve on SoundCloud's nine-member board of managers. For each of the three months ended March 31, 2021 and 2020, Sirius XM's share of SoundCloud's net loss was less than $1 which was recorded in Other income (expense) in our unaudited consolidated statement of comprehensive income.
In addition to our investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive US ad sales representative. Through this arrangement Pandora offers advertisers the ability to execute campaigns in the US across the
Pandora and SoundCloud listening platforms. We recorded revenue share expense of $13 and $12 for the three months ended March 31, 2021 and 2020, respectively. We also had related party liabilities of $20 as of March 31, 2021 related to this agreement.
v3.21.1
Debt
3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
Our debt as of March 31, 2021 and December 31, 2020 consisted of the following:
      
Carrying value(a) at
Issuer / BorrowerIssuedDebtMaturity DateInterest PayablePrincipal Amount at March 31, 2021March 31, 2021December 31, 2020
Sirius XM
(b)
July 2017
3.875% Senior Notes
August 1, 2022semi-annually on February 1 and August 11,000 998 997 
Pandora
(c) (d)
June 2018
1.75% Convertible Senior Notes
December 1, 2023semi-annually on June 1 and December 1193 172 170 
Sirius XM
(b)
July 2019
4.625% Senior Notes
July 15, 2024semi-annually on January 15 and July 151,500 1,489 1,488 
Sirius XM
(b)
May 2016
5.375% Senior Notes
July 15, 2026semi-annually on January 15 and July 151,000 993 993 
Sirius XM
(b)
July 2017
5.00% Senior Notes
August 1, 2027semi-annually on February 1 and August 11,500 1,490 1,490 
Sirius XM
(b)
June 2019
5.500% Senior Notes
July 1, 2029semi-annually on January 1 and July 11,250 1,238 1,237 
Sirius XM
(b)
June 2020
4.125% Senior Notes
July 1, 2030semi-annually on January 1 and July 11,500 1,484 1,484 
Sirius XM
(e)
December 2012Senior Secured Revolving Credit Facility (the "Credit Facility")June 29, 2023variable fee paid quarterly1,023 1,023 649 
Sirius XMVariousFinance leasesVarious n/a n/a
Total Debt8,888 8,509 
Less: total current maturities
Less: total deferred financing costs
Total long-term debt$8,878 $8,499 
(a)The carrying value of the obligations is net of any remaining unamortized original issue discount.
(b)All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed these notes.
(c)Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes.
(d)We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the acquisition of Pandora Media, Inc. in 2019. We allocate the principal amount of the 1.75% Convertible Senior Notes due 2023 between the liability and equity components. The value assigned to the debt components of the 1.75% Convertible Senior Notes due 2023 is the estimated fair value as of the issuance date of similar debt without the conversion feature. The difference between the fair value of the debt and this estimated fair value represents the value which has been assigned to the equity component. The equity component is recorded to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Notes over the carrying amount of the liability component is recorded as a debt discount and is being amortized to interest expense using the effective interest method through the December 1, 2023 maturity date. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and not redeemable as of March 31, 2021. As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets.
(e)The $1,750 Credit Facility expires in June 2023. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries.  Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate.  Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis.  The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of March 31, 2021.  All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. Additionally, the amount available for
future borrowing under the Credit Facility is reduced by letters of credit issued for the benefit of Pandora, which were $1 as of March 31, 2021.
Covenants and Restrictions
Under the Credit Facility, Sirius XM, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0.  The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions.
The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis.  The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate.
Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable.  If an event of default occurs and is continuing, our debt could become immediately due and payable.
The indenture governing the Pandora 2023 Notes (as defined below) contains covenants that limit Pandora’s ability to merge or consolidate and provide for customary events of default, which include nonpayment of principal or interest, breach of covenants, payment defaults or acceleration of other indebtedness and certain events of bankruptcy.
At March 31, 2021 and December 31, 2020, we were in compliance with our debt covenants.
Pandora Convertible Notes
Pandora's 1.75% Convertible Senior Notes due 2023 (the “Pandora 2023 Notes”) are unsecured, senior obligations of Pandora. Holdings has guaranteed the payment and performance obligations of Pandora under the Pandora 2023 Notes and the indenture governing the Pandora 2023 Notes.
The Pandora 2023 Notes will mature on December 1, 2023, unless earlier repurchased or redeemed by Pandora or converted in accordance with their terms. As of March 31, 2021, the conversion rate applicable to the Pandora 2023 Notes was 151.9533 shares of Holdings' common stock per one thousand principal amount of the Pandora 2023 Notes plus carryforward adjustments not yet effected pursuant to the terms of the indenture governing the Pandora 2023 Notes.
v3.21.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock, par value $0.001 per share
We are authorized to issue up to 9,000 shares of common stock. There were 4,107 and 4,176 shares of common stock issued and 4,105 and 4,173 shares of common stock outstanding on March 31, 2021 and December 31, 2020, respectively.
As of March 31, 2021, there were 274 shares of common stock reserved for issuance in connection with outstanding stock-based awards to members of our board of directors, employees and third parties.
Quarterly Dividends
During the three months ended March 31, 2021, we declared and paid the following dividend:
Declaration DateDividend Per ShareRecord DateTotal AmountPayment Date
January 28, 2021$0.014641 February 10, 2021$61 February 26, 2021
Stock Repurchase Program
As of March 31, 2021, our board of directors had approved for repurchase an aggregate of $16,000 of our common stock.  Our board of directors did not establish an end date for this stock repurchase program.  Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its affiliates, or otherwise.  As of March 31, 2021, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3,399 shares for $14,924, and $1,076 remained available for future share repurchases under our stock repurchase program.
The following table summarizes our total share repurchase activity for the three months ended:
 March 31, 2021March 31, 2020
Share Repurchase TypeSharesAmountSharesAmount
Open Market Repurchases (a)
85 $516 41 $243 
(a)As of March 31, 2021, $13 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statement of stockholders’ equity (deficit).
Preferred Stock, par value $0.001 per share
We are authorized to issue up to 50 shares of undesignated preferred stock with a liquidation preference of $0.001 per share.  There were no shares of preferred stock issued or outstanding as of March 31, 2021 and December 31, 2020.
v3.21.1
Benefit Plans
3 Months Ended
Mar. 31, 2021
Retirement Benefits [Abstract]  
Benefit Plans Benefit Plans 
We recognized share-based payment expense of $51 and $55 for the three months ended March 31, 2021 and 2020, respectively.
2015 Long-Term Stock Incentive Plan
In May 2015, our stockholders approved the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”).  Employees, consultants and members of our board of directors are eligible to receive awards under the 2015 Plan.  The 2015 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the compensation committee of our board of directors deems appropriate.  Stock-based awards granted under the 2015 Plan are generally subject to a graded vesting requirement, which is generally three to four years from the grant date.  Stock options generally expire ten years from the date of grant.  Restricted stock units include performance-based restricted stock units (“PRSUs”), the vesting of which are subject to the achievement of performance goals and the employee's continued employment and generally cliff vest on the third anniversary of the grant date. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting.  As of March 31, 2021, 126 shares of common stock were available for future grants under the 2015 Plan.
During the three months ended March 31, 2021, the Compensation Committee of our Board of Directors approved a modification to the design of our long-term equity compensation program for our senior management. The Compensation Committee intends to award equity-based compensation to our senior management in the form of: 25% stock options, which awards will vest in installments on the first three anniversaries of the date of grant; 25% restricted stock units, which awards will vest in installments on the first three anniversaries of the date of grant; 25% PRSUs, which will cliff vest on the third anniversary of the date of grant after a two-year performance period if the free cash flow target established by the Compensation Committee is achieved; and 25% PRSUs, which will cliff vest after a three-year performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index. We refer to this performance measure as a relative “TSR” or “total stockholder return” metric. PRSUs based on the relative total stockholder return metric
will only vest if our performance achieves at least the 25th percentile, with a target payout requiring performance at the 50th percentile. The settlement of PRSUs earned in respect of the applicable three-year performance period will be generally subject to the executive’s continued employment with us through the date the total stockholder return performance is certified by the Compensation Committee.
In connection with our February 2019 acquisition of Pandora, we assumed all shares available for issuance (including any shares that later become available for issuance in accordance with the terms of the applicable plans) under each of the 2014 Stock Incentive Plan of AdsWizz Inc., the Pandora Media, Inc. 2011 Equity Incentive Plan, the Pandora Media, Inc. 2004 Stock Plan and the TheSavageBeast.com, Inc. 2000 Stock Incentive Plan, which were previously approved by stockholders of Pandora or the applicable adopting entity. All shares available under these stock plans became additional shares available for grant pursuant to the terms of the 2015 Plan (as adjusted, to the extent appropriate, to reflect the application of the exchange ratio). Subject to certain limitations set forth in the 2015 Plan, such shares may be used for awards under the 2015 Plan.
Other Plans
We maintain six share-based benefit plans in addition to the 2015 Plan — the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc., the Pandora Media, Inc. 2011 Equity Incentive Plan, the Pandora Media, Inc. 2004 Stock Plan and the TheSavageBeast.com, Inc. 2000 Stock Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans.
The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees:
 For the Three Months Ended March 31,
 20212020
Risk-free interest rate0.6%1.4 %
Expected life of options — years6.103.82
Expected stock price volatility33%25 %
Expected dividend yield1.0%0.7 %
The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2021:
 OptionsWeighted-
Average
Exercise
Price Per Share
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
Outstanding as of December 31, 2020184 $4.73 
Granted53 $6.14 
Exercised(38)$3.98 
Forfeited, cancelled or expired(1)$6.44 
Outstanding as of March 31, 2021198 $5.26 5.93$194 
Exercisable as of March 31, 2021117 $4.57 4.66$189 
The weighted average grant date fair value per stock option granted during the three months ended March 31, 2021 was $1.78.  The total intrinsic value of stock options exercised during the three months ended March 31, 2021 and 2020 was $85 and $32, respectively.  During the three months ended March 31, 2021, the number of net settled shares issued as a result of stock option exercises were 13.
We recognized share-based payment expense associated with stock options of $11 for each of the three months ended March 31, 2021 and 2020.
The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the three months ended March 31, 2021:
 SharesGrant Date
Fair Value
Per Share
Nonvested as of December 31, 202075 $6.06 
Granted10 $5.95 
Vested(6)$6.09 
Forfeited(2)$5.96 
Nonvested as of March 31, 202177 $6.05 
The total intrinsic value of restricted stock units, including PRSUs, vesting during the three months ended March 31, 2021 and 2020 was $39 and $58, respectively. During the three months ended March 31, 2021, the number of net settled shares issued as a result of restricted stock units vesting totaled 4. During the three months ended March 31, 2021, we granted 6 PRSUs to certain employees. We believe it is probable that the performance target applicable to these PRSUs will be achieved.
In connection with the cash dividends paid during the three months ended March 31, 2021, we granted less than 1 restricted stock units, including PRSUs, in accordance with the terms of existing award agreements. These grants did not result in any additional incremental share-based payment expense being recognized during the three months ended March 31, 2021.
We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $40 and $44 for the three months ended March 31, 2021 and 2020, respectively.
Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units, including PRSUs, granted to employees, members of our board of directors and third parties at March 31, 2021 and December 31, 2020 was $467 and $385, respectively.  The total unrecognized compensation costs at March 31, 2021 are expected to be recognized over a weighted-average period of 2.3 years.
401(k) Savings Plans
Sirius XM Radio Inc. 401(k) Savings Plan
Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation.  We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan.  Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions.  Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution. In October 2020, the Pandora Media, LLC 401(k) Profit Sharing Plan and Trust merged with the Sirius XM Plan.
We recognized expenses of $5 for each of the three months ended March 31, 2021 and 2020 in connection with the Sirius XM and Pandora Plans.
Sirius XM Holdings Inc. Deferred Compensation Plan
The Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”) allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable.  Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so.  We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP.
Contributions to the DCP, net of withdrawals, for the three months ended March 31, 2021 and 2020 were $3 and $6, respectively. As of March 31, 2021 and December 31, 2020, the fair value of the investments held in the trust were $50 and
$46, respectively, which is included in Other long-term assets in our unaudited consolidated balance sheets and classified as trading securities.  Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of comprehensive income.  The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our unaudited consolidated statements of comprehensive income.  For the three months ended March 31, 2021 and 2020, we recorded gains (losses) on investments held in the trust of $1 and $(5), respectively.
v3.21.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies 
The following table summarizes our expected contractual cash commitments as of March 31, 2021:
 20212022202320242025ThereafterTotal
Debt obligations$$1,000 $1,216 $1,500 $— $5,250 $8,967 
Cash interest payments202 390 342 329 259 788 2,310 
Satellite and transmission49 10 68 
Programming and content280 309 233 162 122 195 1,301 
Sales and marketing63 23 10 108 
Satellite incentive payments23 57 
Operating lease obligations53 69 60 47 45 133 407 
Royalties, minimum guarantees and other225 261 137 — — 630 
Total (1)
$878 $2,062 $2,007 $2,058 $438 $6,405 $13,848 
(1)The table does not include our reserve for uncertain tax positions, which at March 31, 2021 totaled $26.
Debt obligations.    Debt obligations include principal payments on outstanding debt and finance lease obligations.
Cash interest payments.    Cash interest payments include interest due on outstanding debt and capital lease payments through maturity.
Satellite and transmission.    We have entered into agreements with several third parties to design, build, launch and insure one satellite, SXM-8. We also have entered into agreements with third parties to operate and maintain satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks.
Programming and content.    We have entered into various programming and content agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. In certain of these agreements, the future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments.
Sales and marketing.    We have entered into various marketing, sponsorship and distribution agreements to promote our brands and are obligated to make payments to sponsors, retailers, automakers, radio manufacturers and other third parties under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors.
Satellite incentive payments.    Boeing Satellite Systems International, Inc., the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-4 meeting its fifteen-year design life, which we expect to occur.  Boeing may also be entitled to up to $10 of additional incentive payments if our XM-4 satellite continues to operate above baseline specifications during the five years beyond the satellite’s fifteen-year design life.
Maxar Technologies (formerly Space Systems/Loral), the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-5 and SIRIUS FM-6 meeting their fifteen-year design life, which we expect to occur.
Operating lease obligations.    We have entered into both cancelable and non-cancelable operating leases for office space, terrestrial repeaters, data centers and equipment. These leases provide for minimum lease payments, additional operating
expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years, and certain leases have options to renew.
Royalties, Minimum Guarantees and Other. We have entered into music royalty arrangements that include fixed payments. Certain of our content agreements also contain minimum guarantees. During the three months ended March 31, 2021, we prepaid $5 in content costs related to minimum guarantees. As of March 31, 2021, we had future fixed minimum guarantee commitments of $168, of which $64 will be paid in 2021 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual content costs incurred or the cumulative minimum guarantee based on forecasted usage for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasted usage, considers factors such as listening hours, revenue, subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method.
Several of our content agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, cause our payments under those agreements to escalate. In addition, record labels, publishers and performing rights organizations (“PROs”) with whom we have entered into direct license agreements have the right to audit our content payments, and any such audit could result in disputes over whether we have paid the proper content costs.
We have also entered into various agreements with third parties for general operating purposes. The cost of our common stock acquired in our capital return program but not paid for as of March 31, 2021 was also included in this category.
In addition to the minimum contractual cash commitments described above, we have entered into other variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. We also have a surety bond of approximately $45 primarily used as security against non-performance in the normal course of business. We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Legal Proceedings
In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including those discussed below.

We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any.

Pre-1972 Sound Recording Litigation. On October 2, 2014, Flo & Eddie Inc. filed a class action suit against Pandora in the federal district court for the Central District of California. The complaint alleges a violation of California Civil Code Section 980, unfair competition, misappropriation and conversion in connection with the public performance of sound recordings recorded prior to February 15, 1972 (which we refer to as, “pre-1972 recordings”). On December 19, 2014, Pandora filed a motion to strike the complaint pursuant to California’s Anti-Strategic Lawsuit Against Public Participation (“Anti-SLAPP”) statute, which following denial of Pandora’s motion was appealed to the Ninth Circuit Court of Appeals. In March 2017, the Ninth Circuit requested certification to the California Supreme Court on the substantive legal questions. The
California Supreme Court accepted certification. In May 2019, the California Supreme Court issued an order dismissing consideration of the certified questions on the basis that, following the enactment of the Orrin G. Hatch-Bob Goodlatte Music Modernization Act, Pub. L. No. 115-264, 132 Stat. 3676 (2018) (the “MMA”), resolution of the questions posed by the Ninth Circuit Court of Appeals was no longer “necessary to . . . settle an important question of law.”

The MMA grants a potential federal preemption defense to the claims asserted in the aforementioned lawsuits. In July 2019, Pandora took steps to avail itself of this preemption defense, including making the required payments under the MMA for certain of its uses of pre-1972 recordings. Based on the federal preemption contained in the MMA (along with other considerations), Pandora asked the Ninth Circuit to order the dismissal of the Flo & Eddie, Inc. v. Pandora Media, Inc. case. On October 17, 2019, the Ninth Circuit Court of Appeals issued a memorandum disposition concluding that the question of whether the MMA preempts Flo and Eddie's claims challenging Pandora's performance of pre-1972 recordings “depends on various unanswered factual questions” and remanded the case to the District Court for further proceedings.

In October 2020, the District Court denied Pandora’s renewed motion to dismiss the case under California’s anti-SLAPP statute, finding the case no longer qualified for anti-SLAPP due to intervening changes in the law, and denied Pandora’s renewed attempt to end the case. Alternatively, the District Court ruled that the preemption defense likely did not apply to Flo & Eddie’s claims, in part because the District Court believed that the MMA did not apply retroactively. Pandora promptly appealed the District Court’s decision to the Ninth Circuit, and moved to stay appellate briefing pending the appeal of a related case against Sirius XM. On January 13, 2021, the Ninth Circuit issued an order granting the stay of appellate proceedings pending the resolution of a related case against Sirius XM.

We believe we have substantial defenses to the claims asserted in this action, and we intend to defend this action vigorously.

Copyright Royalty Board Proceeding to Determine the Rate for Statutory Webcasting. Pursuant to Sections 112 and 114 of the Copyright Act, the Copyright Royalties Board (the "CRB") initiated a proceeding in January 2019 to set the rates and terms by which webcasters may perform sound recordings via digital transmission over the internet and make ephemeral reproductions of those recordings during the 2021-2025 rate period under the authority of statutory licenses provided under Sections 112 and 114 of the Copyright Act. We filed a petition to participate in the proceeding on behalf of our Sirius XM and Pandora businesses, as did other webcasters including Google Inc. and the National Association of Broadcasters. SoundExchange, a collective organization that collects and distributes digital performance royalties to artists and copyright holders, represents the various copyright owner participants in the proceeding, including Sony Music Entertainment, Universal Music Group and Warner Music Group. Because the proceeding focuses on setting statutory rates for non-interactive online music streaming (commonly identified as “webcasting”), the proceeding will set the rates that our Pandora business pays for music streaming on its free, ad-supported tier and that our Sirius XM business pays for streaming on its subscription internet radio service. This proceeding will not set the rates that we pay for our other music offerings (satellite radio, business establishment services) or that we pay for interactive streaming on our Pandora Plus and Pandora Premium services.

In light of the COVID-19 pandemic, the multi-week hearing before the Copyright Royalty Judges originally scheduled to begin in Washington, DC in March 2020, was postponed and conducted virtually via videoconference between August 4 and September 9, 2020. Subsequent to the hearing, the parties submitted post-trial briefing and reply briefing. Closing arguments were held in November 2020. The final rates proposed for the 2021-2025 period by Sirius XM, Pandora, and the other webcaster participants are below the existing statutory rates. Specifically, Sirius XM and Pandora proposed rates of $0.0011 per performance for nonsubscription commercial webcasters and $0.0016 per performance for subscription commercial webcasters. SoundExchange proposed increasing the existing statutory rates to $0.0028 per performance for nonsubscription commercial webcasters and $0.0031 per performance for commercial subscription webcasters. In March 2021, the Copyright Royalty Judges requested, and the Copyright Office granted, an additional sixty days to deliver the initial determination of rates and terms for the proceeding. As a result, the initial determination is due from the Copyright Royalty Judges on or before June 14, 2021 rather than April 15, 2021.

Other Matters.  In the ordinary course of business, we are a defendant in various other lawsuits and arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; parties to contracts or leases; and owners of patents, trademarks, copyrights or other intellectual property. None of these other matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations.
v3.21.1
Income Taxes
3 Months Ended
Mar. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
We file a consolidated federal income tax return for all of our wholly owned subsidiaries.  For the three months ended March 31, 2021 and 2020, income tax benefit (expense) was $62 and $(80), respectively.
Our effective tax rate for the three months ended March 31, 2021 and 2020 was (39.5)% and 21.4%, respectively. The effective tax rate for the three months ended March 31, 2021 was primarily impacted by a $95 benefit associated with a state tax audit settlement. The effective tax rate for the three months ended March 31, 2020 was primarily impacted by the recognition of excess tax benefits related to share-based compensation. We estimate our effective tax rate for the year ending December 31, 2021 will be approximately 16%.
As of March 31, 2021 and December 31, 2020, we had a valuation allowance related to deferred tax assets of $76 and $54, respectively, that were not likely to be realized due to due to the timing of certain federal and state net operating loss limitations.
We are participating in the Compliance Assurance Process of the U.S. Internal Revenue Service (“IRS”) for 2021 which is expected to conclude during 2022. This program allows us to work with the IRS to identify and resolve potential U.S. Federal tax issues before the filing of tax returns. We are continuously audited by various taxing jurisdictions. There are no material assessments which we believe are probable at this time.
On February 1, 2021, Holdings entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters.
Under the Internal Revenue Code, two corporations may form a consolidated tax group, and file a consolidated federal income tax return, if one corporation owns stock representing at least 80% of the voting power and value of the outstanding capital stock of the other corporation. As of March 31, 2021, Liberty Media beneficially owned, directly and indirectly, approximately 77% of the outstanding shares of our common stock. We expect that Liberty Media could beneficially own, directly and indirectly, over 80% of the outstanding shares of our common stock at some time in 2021, and Holdings and Liberty Media would then become members of the same consolidated tax group. Should that happen, the tax sharing agreement would govern certain matters related to the resulting consolidated federal income tax returns, as well as state and local returns filed on a consolidated or combined basis.
The tax sharing agreement contains provisions that Holdings believes are customary for tax sharing agreements between members of a consolidated group. The tax sharing agreement and our inclusion in Liberty Media’s consolidated tax group is not expected to have any material adverse effect on us.
v3.21.1
Segments and Geographic Information
3 Months Ended
Mar. 31, 2021
Segment Reporting [Abstract]  
Segments and Geographic Information Segments and Geographic Information
In accordance with FASB ASC Topic 280, Segment Reporting, we disaggregate our operations into two reportable segments: Sirius XM and Pandora. The financial results of these segments are utilized by the chief operating decision maker, who is our Chief Executive Officer, for evaluating segment performance and allocating resources. We report our segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. For additional information on our segments refer to Note 1.
Segment results include the revenues and cost of services which are directly attributable to each segment. There are no indirect revenues or costs incurred that are allocated to the segments. There are planned intersegment advertising campaigns which will be eliminated. We had less than $1 of intersegment advertising revenue during the three months ended March 31, 2021 and 2020.
Segment revenue and gross profit were as follows during the period presented:
For the Three Months Ended March 31, 2021
Sirius XMPandoraTotal
Revenue
Subscriber revenue$1,481 $130 $1,611 
Advertising revenue42 312 354 
Equipment revenue57 — 57 
Other revenue36 — 36 
Total revenue1,616 442 2,058 
Cost of services (a)
(623)(305)(928)
Segment gross profit$993 $137 $1,130 
The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:
For the Three Months Ended March 31, 2021
Segment Gross Profit$1,130 
Subscriber acquisition costs(86)
Sales and marketing (a)
(202)
Engineering, design and development (a)
(54)
General and administrative (a)
(106)
Depreciation and amortization(132)
Share-based payment expense(51)
Impairment, restructuring and acquisition costs(245)
Total other (expense) income(97)
Consolidated income before income taxes$157 
(a)     Share-based payment expense of $11 related to cost of services, $15 related to sales and marketing, $10 related to engineering, design and development and $15 related to general and administrative has been excluded.
For the Three Months Ended March 31, 2020
Sirius XMPandoraTotal
Revenue
Subscriber revenue$1,457 $128 $1,585 
Advertising revenue44 241 285 
Equipment revenue41 — 41 
Other revenue41 — 41 
Total revenue1,583 369 1,952 
Cost of services (b)
(593)(246)(839)
Segment gross profit$990 $123 $1,113 
    The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:
For the Three Months Ended March 31, 2020
Segment Gross Profit$1,113 
Subscriber acquisition costs(99)
Sales and marketing (b)
(208)
Engineering, design and development (b)
(60)
General and administrative (b)
(91)
Depreciation and amortization(132)
Share-based payment expense(55)
Total other (expense) income(95)
Consolidated income before income taxes$373 
(b)     Share-based payment expense of $11 related to cost of services, $17 related to sales and marketing, $11 related to engineering, design and development and $16 related to general and administrative has been excluded.
A measure of segment assets is not currently provided to the Chief Executive Officer and has therefore not been provided.
As of March 31, 2021, long-lived assets were predominantly located in the United States. No individual foreign country represented a material portion of our consolidated revenue during the three months ended March 31, 2021 and 2020.
v3.21.1
Subsequent Events
3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Capital Return Program
For the period from April 1, 2021 to April 26, 2021 we repurchased 15 shares of our common stock on the open market for an aggregate purchase price of $94, including fees and commissions.
On April 20, 2021, our board of directors declared a quarterly dividend on our common stock in the amount of $0.014641 per share of common stock payable on May 28, 2021 to stockholders of record as of the close of business on May 7, 2021.
v3.21.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes.  Estimates, by their nature, are based on judgment and available information.  Actual results could differ materially from those estimates.  Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes.
We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained. Any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements.
Fair Value Measurements Fair Value MeasurementsFor assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
Earnings per Share Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period.  Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method.
Receivables, net
Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables.
Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors.  We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay.  Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income.
Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios.  Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced.  We have not established an allowance for doubtful accounts for
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.
Inventory, net Inventory consists of finished goods and refurbished goods. Inventory is stated at the lower of cost or market.  We record an estimated allowance for inventory that is considered slow moving or obsolete or whose carrying value is in excess of net realizable value.  The provision related to products purchased for resale in our direct to consumer distribution channel and components held for resale by us is reported as a component of Cost of equipment in our unaudited consolidated statements of comprehensive income.  The provision related to inventory consumed in our OEM channel is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of comprehensive income.
Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other, states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASC 350 also states that a reporting unit with a zero or negative carrying amount is not required to perform a qualitative assessment.
Indefinite Life Intangible Assets
Indefinite Life Intangible Assets
We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.
We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time.
Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of March 31, 2021, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three months ended March 31, 2021 and 2020.
Equity Method Investments Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance.
Commitments and Contingencies We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any.
v3.21.1
Summary of Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value
Our liabilities measured at fair value were as follows:
 March 31, 2021December 31, 2020
 Level 1Level 2Level 3Total Fair
Value
Level 1Level 2Level 3Total Fair
Value
Liabilities:        
Debt (a)
— $9,246 — $9,246 — $9,011 — $9,011 
(a)The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm.  Refer to Note 13 for information related to the carrying value of our debt as of March 31, 2021 and December 31, 2020.
v3.21.1
Acquisitions (Tables)
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:
Acquired Assets:
Receivables, net$21 
Prepaid expenses and other current assets16 
Property and equipment
Intangible assets38 
Goodwill224 
Operating lease right-of-use assets11 
Total assets$318 
Assumed Liabilities:
Accounts payable and accrued expenses$
Deferred revenue
Operating lease current liabilities
Operating lease liabilities
Total liabilities$16 
Total consideration$302 
v3.21.1
Earnings per Share (Tables)
3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
 For the Three Months Ended March 31,
 20212020
Numerator:  
Net Income available to common stockholders for basic net income per common share$219 $293 
Effect of interest on assumed conversions of convertible notes, net of tax
Net Income available to common stockholders for dilutive net income per common share$221 $295 
Denominator:  
Weighted average common shares outstanding for basic net income per common share4,137 4,405 
Weighted average impact of assumed convertible notes30 29 
Weighted average impact of dilutive equity instruments55 81 
Weighted average shares for diluted net income per common share
4,222 4,515 
Net income per common share:  
Basic$0.05 $0.07 
Diluted$0.05 $0.07 
v3.21.1
Receivables, net (Tables)
3 Months Ended
Mar. 31, 2021
Receivables [Abstract]  
Schedule of Accounts Receivable, Net
Receivables, net, consists of the following:
 March 31, 2021December 31, 2020
Gross customer accounts receivable$507 $574 
Allowance for doubtful accounts(12)(15)
Customer accounts receivable, net$495 $559 
Receivables from distributors73 73 
Other receivables43 40 
Total receivables, net$611 $672 
v3.21.1
Inventory, net (Tables)
3 Months Ended
Mar. 31, 2021
Inventory Disclosure [Abstract]  
Schedule of Inventory, Net
Inventory, net, consists of the following:
 March 31, 2021December 31, 2020
Finished goods11 13 
Allowance for obsolescence(3)(3)
Total inventory, net$$10 
v3.21.1
Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Indefinite-Lived Intangible Assets
Our intangible assets include the following:
  March 31, 2021December 31, 2020
 Weighted
Average
Useful Lives
Gross
Carrying
Value
Accumulated AmortizationNet Carrying
Value
Gross
Carrying
Value
Accumulated AmortizationNet Carrying
Value
Indefinite life intangible assets:
       
FCC licensesIndefinite$2,084 $— $2,084 $2,084 $— $2,084 
TrademarksIndefinite250 — 250 250 — 250 
Definite life intangible assets:       
OEM relationships15 years220 (109)111 220 (105)115 
Licensing agreements12 years45 (45)— 45 (45)— 
Software and technology7 years31 (17)14 31 (16)15 
Due to Pandora and Stitcher Acquisitions:
Indefinite life intangible assets:
TrademarksIndefinite$311 $— $311 $311 $— $311 
Definite life intangible assets:
Customer relationships8 years441 (118)323 441 (104)337 
Software and technology5 years373 (164)209 373 (145)228 
Total intangible assets $3,755 $(453)$3,302 $3,755 $(415)$3,340 
Schedule of Finite-Lived Intangible Assets
Our intangible assets include the following:
  March 31, 2021December 31, 2020
 Weighted
Average
Useful Lives
Gross
Carrying
Value
Accumulated AmortizationNet Carrying
Value
Gross
Carrying
Value
Accumulated AmortizationNet Carrying
Value
Indefinite life intangible assets:
       
FCC licensesIndefinite$2,084 $— $2,084 $2,084 $— $2,084 
TrademarksIndefinite250 — 250 250 — 250 
Definite life intangible assets:       
OEM relationships15 years220 (109)111 220 (105)115 
Licensing agreements12 years45 (45)— 45 (45)— 
Software and technology7 years31 (17)14 31 (16)15 
Due to Pandora and Stitcher Acquisitions:
Indefinite life intangible assets:
TrademarksIndefinite$311 $— $311 $311 $— $311 
Definite life intangible assets:
Customer relationships8 years441 (118)323 441 (104)337 
Software and technology5 years373 (164)209 373 (145)228 
Total intangible assets $3,755 $(453)$3,302 $3,755 $(415)$3,340 
Schedule of Expected Future Amortization Expense
The expected amortization expense for each of the fiscal years 2021 through 2025 and for periods thereafter is as follows:
Years ending December 31,Amount
2021 (remaining)$115 
2022154 
2023141 
202475 
202569 
Thereafter103 
Total definite life intangible assets, net$657 
v3.21.1
Property and Equipment (Tables)
3 Months Ended
Mar. 31, 2021
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, Net
Property and equipment, net, consists of the following:
 March 31, 2021December 31, 2020
Satellite system$1,587 $1,587 
Terrestrial repeater network105 105 
Leasehold improvements108 111 
Broadcast studio equipment105 100 
Capitalized software and hardware1,404 1,372 
Satellite telemetry, tracking and control facilities98 96 
Furniture, fixtures, equipment and other92 92 
Land38 38 
Building63 63 
Construction in progress338 510 
Total property and equipment3,938 4,074 
Accumulated depreciation and amortization(2,535)(2,445)
Property and equipment, net$1,403 $1,629 
Construction in progress consists of the following:
 March 31, 2021December 31, 2020
Satellite system$213 $429 
Terrestrial repeater network10 
Capitalized software and hardware90 52 
Other25 21 
Construction in progress$338 $510 
Schedule of Orbiting Satellites The chart below provides certain information on our satellites as of March 31, 2021:
Satellite DescriptionYear DeliveredEstimated End of
Depreciable Life
FCC License Expiration Year
SIRIUS FM-5200920242025
SIRIUS FM-6201320282022
XM-320052020
2021(a)
XM-4200620212022
XM-5201020252026
(a)We filed an application with the FCC to extend the license for the XM-3 satellite on February 26, 2021 and expect it to be granted routinely.
v3.21.1
Leases (Tables)
3 Months Ended
Mar. 31, 2021
Leases [Abstract]  
Schedule of Components of Lease Expense
The components of lease expense were as follows:
For the Three Months Ended March 31,
20212020
Operating lease cost$21 $20 
Finance lease cost— — 
Sublease income(1)— 
Total lease cost$20 $20 
v3.21.1
Debt (Tables)
3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Our debt as of March 31, 2021 and December 31, 2020 consisted of the following:
      
Carrying value(a) at
Issuer / BorrowerIssuedDebtMaturity DateInterest PayablePrincipal Amount at March 31, 2021March 31, 2021December 31, 2020
Sirius XM
(b)
July 2017
3.875% Senior Notes
August 1, 2022semi-annually on February 1 and August 11,000 998 997 
Pandora
(c) (d)
June 2018
1.75% Convertible Senior Notes
December 1, 2023semi-annually on June 1 and December 1193 172 170 
Sirius XM
(b)
July 2019
4.625% Senior Notes
July 15, 2024semi-annually on January 15 and July 151,500 1,489 1,488 
Sirius XM
(b)
May 2016
5.375% Senior Notes
July 15, 2026semi-annually on January 15 and July 151,000 993 993 
Sirius XM
(b)
July 2017
5.00% Senior Notes
August 1, 2027semi-annually on February 1 and August 11,500 1,490 1,490 
Sirius XM
(b)
June 2019
5.500% Senior Notes
July 1, 2029semi-annually on January 1 and July 11,250 1,238 1,237 
Sirius XM
(b)
June 2020
4.125% Senior Notes
July 1, 2030semi-annually on January 1 and July 11,500 1,484 1,484 
Sirius XM
(e)
December 2012Senior Secured Revolving Credit Facility (the "Credit Facility")June 29, 2023variable fee paid quarterly1,023 1,023 649 
Sirius XMVariousFinance leasesVarious n/a n/a
Total Debt8,888 8,509 
Less: total current maturities
Less: total deferred financing costs
Total long-term debt$8,878 $8,499 
(a)The carrying value of the obligations is net of any remaining unamortized original issue discount.
(b)All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed these notes.
(c)Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes.
(d)We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the acquisition of Pandora Media, Inc. in 2019. We allocate the principal amount of the 1.75% Convertible Senior Notes due 2023 between the liability and equity components. The value assigned to the debt components of the 1.75% Convertible Senior Notes due 2023 is the estimated fair value as of the issuance date of similar debt without the conversion feature. The difference between the fair value of the debt and this estimated fair value represents the value which has been assigned to the equity component. The equity component is recorded to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Notes over the carrying amount of the liability component is recorded as a debt discount and is being amortized to interest expense using the effective interest method through the December 1, 2023 maturity date. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and not redeemable as of March 31, 2021. As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets.
(e)The $1,750 Credit Facility expires in June 2023. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries.  Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate.  Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis.  The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of March 31, 2021.  All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. Additionally, the amount available for
future borrowing under the Credit Facility is reduced by letters of credit issued for the benefit of Pandora, which were $1 as of March 31, 2021.
v3.21.1
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Schedule of Dividends Declared
During the three months ended March 31, 2021, we declared and paid the following dividend:
Declaration DateDividend Per ShareRecord DateTotal AmountPayment Date
January 28, 2021$0.014641 February 10, 2021$61 February 26, 2021
Schedule of Repurchase Agreements
The following table summarizes our total share repurchase activity for the three months ended:
 March 31, 2021March 31, 2020
Share Repurchase TypeSharesAmountSharesAmount
Open Market Repurchases (a)
85 $516 41 $243 
(a)As of March 31, 2021, $13 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statement of stockholders’ equity (deficit).
v3.21.1
Benefit Plans (Tables)
3 Months Ended
Mar. 31, 2021
Retirement Benefits [Abstract]  
Schedule of Fair Value of Options Granted
The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees:
 For the Three Months Ended March 31,
 20212020
Risk-free interest rate0.6%1.4 %
Expected life of options — years6.103.82
Expected stock price volatility33%25 %
Expected dividend yield1.0%0.7 %
Schedule of Stock Options Activity Under Share-based Payment Plans
The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2021:
 OptionsWeighted-
Average
Exercise
Price Per Share
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
Outstanding as of December 31, 2020184 $4.73 
Granted53 $6.14 
Exercised(38)$3.98 
Forfeited, cancelled or expired(1)$6.44 
Outstanding as of March 31, 2021198 $5.26 5.93$194 
Exercisable as of March 31, 2021117 $4.57 4.66$189 
Schedule of Restricted Stock Unit and Stock Award Activity
The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the three months ended March 31, 2021:
 SharesGrant Date
Fair Value
Per Share
Nonvested as of December 31, 202075 $6.06 
Granted10 $5.95 
Vested(6)$6.09 
Forfeited(2)$5.96 
Nonvested as of March 31, 202177 $6.05 
v3.21.1
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Expected Contractual Cash Commitments
The following table summarizes our expected contractual cash commitments as of March 31, 2021:
 20212022202320242025ThereafterTotal
Debt obligations$$1,000 $1,216 $1,500 $— $5,250 $8,967 
Cash interest payments202 390 342 329 259 788 2,310 
Satellite and transmission49 10 68 
Programming and content280 309 233 162 122 195 1,301 
Sales and marketing63 23 10 108 
Satellite incentive payments23 57 
Operating lease obligations53 69 60 47 45 133 407 
Royalties, minimum guarantees and other225 261 137 — — 630 
Total (1)
$878 $2,062 $2,007 $2,058 $438 $6,405 $13,848 
(1)The table does not include our reserve for uncertain tax positions, which at March 31, 2021 totaled $26.
v3.21.1
Segments and Geographic Information (Tables)
3 Months Ended
Mar. 31, 2021
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
Segment revenue and gross profit were as follows during the period presented:
For the Three Months Ended March 31, 2021
Sirius XMPandoraTotal
Revenue
Subscriber revenue$1,481 $130 $1,611 
Advertising revenue42 312 354 
Equipment revenue57 — 57 
Other revenue36 — 36 
Total revenue1,616 442 2,058 
Cost of services (a)
(623)(305)(928)
Segment gross profit$993 $137 $1,130 
For the Three Months Ended March 31, 2020
Sirius XMPandoraTotal
Revenue
Subscriber revenue$1,457 $128 $1,585 
Advertising revenue44 241 285 
Equipment revenue41 — 41 
Other revenue41 — 41 
Total revenue1,583 369 1,952 
Cost of services (b)
(593)(246)(839)
Segment gross profit$990 $123 $1,113 
Reconciliation of Revenue from Segments to Consolidated
The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:
For the Three Months Ended March 31, 2021
Segment Gross Profit$1,130 
Subscriber acquisition costs(86)
Sales and marketing (a)
(202)
Engineering, design and development (a)
(54)
General and administrative (a)
(106)
Depreciation and amortization(132)
Share-based payment expense(51)
Impairment, restructuring and acquisition costs(245)
Total other (expense) income(97)
Consolidated income before income taxes$157 
(a)     Share-based payment expense of $11 related to cost of services, $15 related to sales and marketing, $10 related to engineering, design and development and $15 related to general and administrative has been excluded.
The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:
For the Three Months Ended March 31, 2020
Segment Gross Profit$1,113 
Subscriber acquisition costs(99)
Sales and marketing (b)
(208)
Engineering, design and development (b)
(60)
General and administrative (b)
(91)
Depreciation and amortization(132)
Share-based payment expense(55)
Total other (expense) income(95)
Consolidated income before income taxes$373 
(b)     Share-based payment expense of $11 related to cost of services, $17 related to sales and marketing, $11 related to engineering, design and development and $16 related to general and administrative has been excluded.
v3.21.1
Business & Basis of Presentation (Details)
subscriber in Millions, $ in Millions
3 Months Ended
Oct. 16, 2020
USD ($)
Jun. 16, 2020
USD ($)
Mar. 31, 2021
USD ($)
subscriber
segment
satellite_radio_system
Dec. 31, 2020
USD ($)
Feb. 10, 2020
USD ($)
Related Party Transaction [Line Items]          
Number of reportable segments | segment     2    
Number of satellite radio systems | satellite_radio_system     2    
Simplecast          
Related Party Transaction [Line Items]          
Payments to acquire businesses, gross   $ 28      
Stitcher          
Related Party Transaction [Line Items]          
Payments to acquire businesses, gross $ 266        
Consideration for acquisition 302        
Contingent consideration, liability 36        
Stitcher | Maximum          
Related Party Transaction [Line Items]          
Contingent consideration, liability $ 60        
Sirius XM Canada | Equity Method Investee          
Related Party Transaction [Line Items]          
Equity method investment, equity interest percentage     70.00%    
Equity method investment, voting interest percentage     33.00%    
Equity method investments     $ 340 $ 332  
SoundCloud Holdings, LLC          
Related Party Transaction [Line Items]          
Equity method investments         $ 75
Liberty Media | Common Stock          
Related Party Transaction [Line Items]          
Related party ownership percentage     77.00%    
Liberty Media | Management | Common Stock          
Related Party Transaction [Line Items]          
Related party ownership percentage     77.00%    
Sirius XM          
Related Party Transaction [Line Items]          
Number of subscribers | subscriber     34.5    
Pandora          
Related Party Transaction [Line Items]          
Number of subscribers | subscriber     6.5    
v3.21.1
Summary of Significant Accounting Policies - Liabilities Measured at Fair Value (Details) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Debt $ 9,246 $ 9,011
Level 1    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Debt 0 0
Level 2    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Debt 9,246 9,011
Level 3    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Debt $ 0 $ 0
v3.21.1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Accounting Policies [Abstract]      
Accumulated other comprehensive income, net of tax $ 20   $ 15
Foreign currency translation adjustment income (loss), net of tax 5 $ (25)  
Foreign currency translation adjustment, tax expense (benefit) $ 1 $ (8)  
v3.21.1
Acquisitions - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Oct. 16, 2020
Jun. 16, 2020
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Business Acquisition [Line Items]          
Goodwill     $ 3,128   $ 3,122
Acquisition related costs     $ 0 $ 0  
Stitcher          
Business Acquisition [Line Items]          
Payments to acquire businesses, gross $ 266        
Contingent consideration, liability 36        
Consideration for acquisition 302        
Goodwill 224        
Amortizable intangible assets acquired 38        
Stitcher | Maximum          
Business Acquisition [Line Items]          
Contingent consideration, liability $ 60        
Simplecast          
Business Acquisition [Line Items]          
Payments to acquire businesses, gross   $ 28      
Goodwill   17      
Amortizable intangible assets acquired   12      
Deferred tax liabilities acquired   1      
Simplecast | Maximum          
Business Acquisition [Line Items]          
Other assets acquired   $ 1      
v3.21.1
Acquisitions - Schedule of Acquisition (Details) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Oct. 16, 2020
Acquired Assets:      
Goodwill $ 3,128 $ 3,122  
Stitcher      
Acquired Assets:      
Receivables, net     $ 21
Prepaid expenses and other current assets     16
Property and equipment     8
Intangible assets     38
Goodwill     224
Operating lease right-of-use assets     11
Total assets     318
Assumed Liabilities:      
Accounts payable and accrued expenses     4
Deferred revenue     1
Operating lease current liabilities     2
Operating lease liabilities     9
Total liabilities     16
Total consideration     $ 302
v3.21.1
Restructuring Costs (Details)
$ in Millions
3 Months Ended
Mar. 31, 2021
USD ($)
Restructuring and Related Activities [Abstract]  
Asset impairment charges $ 18
Accrued restructuring expense 6
Write-off of leasehold improvements 1
Restructuring costs and asset impairment charges $ 25
v3.21.1
Earnings per Share - Additional Information (Details) - shares
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Earnings Per Share [Abstract]    
Participating securities (in shares) 0 0
Anti-dilutive common stock equivalents (in shares) 97,000,000 40,000,000
v3.21.1
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Numerator:    
Net Income available to common stockholders for basic net income per common share $ 219 $ 293
Effect of interest on assumed conversions of convertible notes, net of tax 2 2
Net Income available to common stockholders for dilutive net income per common share $ 221 $ 295
Denominator:    
Weighted average common shares outstanding for basic net income per common share (in shares) 4,137 4,405
Weighted average impact of assumed convertible notes (in shares) 30 29
Weighted average impact of dilutive equity instruments (in shares) 55 81
Weighted average shares for diluted net income per common share (in shares) 4,222 4,515
Net income per common share:    
Basic (in USD per share) $ 0.05 $ 0.07
Diluted (in USD per share) $ 0.05 $ 0.07
v3.21.1
Receivables, net (Details) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Accounts receivable, net    
Gross customer accounts receivable $ 507 $ 574
Allowance for doubtful accounts (12) (15)
Customer accounts receivable, net 495 559
Receivables from distributors 73 73
Other receivables 43 40
Total receivables, net $ 611 $ 672
v3.21.1
Inventory, net (Details) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Inventory Disclosure [Abstract]    
Finished goods $ 11 $ 13
Allowance for obsolescence (3) (3)
Total inventory, net $ 8 $ 10
v3.21.1
Goodwill (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2021
USD ($)
reporting_unit
Mar. 31, 2020
USD ($)
Dec. 31, 2020
USD ($)
Oct. 16, 2020
USD ($)
Dec. 31, 2018
USD ($)
Business Acquisition [Line Items]          
Number of reporting units | reporting_unit 2        
Goodwill $ 3,128,000,000   $ 3,122,000,000    
Goodwill, impairment loss 0 $ 0      
Accumulated impairment of goodwill since the merger 5,722,000,000        
Stitcher          
Business Acquisition [Line Items]          
Goodwill       $ 224,000,000  
Goodwill, purchase accounting adjustments 6,000,000        
Sirius XM          
Business Acquisition [Line Items]          
Goodwill 2,290,000,000   2,290,000,000    
Accumulated impairment of goodwill since the merger         $ 4,766,000,000
Pandora          
Business Acquisition [Line Items]          
Goodwill $ 838,000,000   832,000,000    
Goodwill, impairment loss     $ 956,000,000    
v3.21.1
Intangible Assets - Summary of Intangible Assets (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Dec. 31, 2020
Definite life intangible assets:    
Accumulated Amortization $ (453) $ (415)
Total definite life intangible assets, net 657  
Gross Carrying Value    
Total intangible assets 3,755 3,755
Net Carrying Value    
Total intangible assets 3,302 3,340
FCC licenses    
Indefinite life intangible assets:    
Net Carrying Value 2,084 2,084
Trademarks    
Indefinite life intangible assets:    
Net Carrying Value 250 250
Trademarks | Pandora And Stitcher Acquisition    
Indefinite life intangible assets:    
Net Carrying Value $ 311 311
OEM relationships    
Definite life intangible assets:    
Weighted average useful lives (years) 15 years  
Gross Carrying Value $ 220 220
Accumulated Amortization (109) (105)
Total definite life intangible assets, net $ 111 115
Licensing agreements    
Definite life intangible assets:    
Weighted average useful lives (years) 12 years  
Gross Carrying Value $ 45 45
Accumulated Amortization (45) (45)
Total definite life intangible assets, net $ 0 0
Software and technology    
Definite life intangible assets:    
Weighted average useful lives (years) 7 years  
Gross Carrying Value $ 31 31
Accumulated Amortization (17) (16)
Total definite life intangible assets, net $ 14 15
Software and technology | Pandora And Stitcher Acquisition    
Definite life intangible assets:    
Weighted average useful lives (years) 5 years  
Gross Carrying Value $ 373 373
Accumulated Amortization (164) (145)
Total definite life intangible assets, net $ 209 228
Customer relationships | Pandora And Stitcher Acquisition    
Definite life intangible assets:    
Weighted average useful lives (years) 8 years  
Gross Carrying Value $ 441 441
Accumulated Amortization (118) (104)
Total definite life intangible assets, net $ 323 $ 337
v3.21.1
Intangible Assets - Indefinite Life Intangible Assets (Details) - USD ($)
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]    
Impairment of intangible assets, indefinite-lived (excluding goodwill) $ 0 $ 0
v3.21.1
Intangible Assets - Definite Life Intangible Assets (Details) - USD ($)
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization of intangible assets $ 38,000,000 $ 38,000,000
Impairment of definite-lived intangible assets $ 0 $ 0
v3.21.1
Intangible Assets - Expected Amortization Expense for Each of the Fiscal Years (Details)
$ in Millions
Mar. 31, 2021
USD ($)
Expected amortization expense for each of the fiscal years  
2021 (remaining) $ 115
2022 154
2023 141
2024 75
2025 69
Thereafter 103
Total definite life intangible assets, net $ 657
v3.21.1
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 3,938 $ 4,074
Accumulated depreciation and amortization (2,535) (2,445)
Property and equipment, net 1,403 1,629
Satellite system    
Property, Plant and Equipment [Line Items]    
Total property and equipment 1,587 1,587
Terrestrial repeater network    
Property, Plant and Equipment [Line Items]    
Total property and equipment 105 105
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment 108 111
Broadcast studio equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 105 100
Capitalized software and hardware    
Property, Plant and Equipment [Line Items]    
Total property and equipment 1,404 1,372
Satellite telemetry, tracking and control facilities    
Property, Plant and Equipment [Line Items]    
Total property and equipment 98 96
Furniture, fixtures, equipment and other    
Property, Plant and Equipment [Line Items]    
Total property and equipment 92 92
Land    
Property, Plant and Equipment [Line Items]    
Total property and equipment 38 38
Building    
Property, Plant and Equipment [Line Items]    
Total property and equipment 63 63
Construction in progress    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 338 $ 510
v3.21.1
Property and Equipment - Schedule of Construction in Progress (Details) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Construction in progress $ 338 $ 510
Satellite system    
Property, Plant and Equipment [Line Items]    
Construction in progress 213 429
Terrestrial repeater network    
Property, Plant and Equipment [Line Items]    
Construction in progress 10 8
Capitalized software and hardware    
Property, Plant and Equipment [Line Items]    
Construction in progress 90 52
Other    
Property, Plant and Equipment [Line Items]    
Construction in progress $ 25 $ 21
v3.21.1
Property and Equipment - Additional Information (Details)
$ in Millions
3 Months Ended
Mar. 31, 2021
USD ($)
satellite
Mar. 31, 2020
USD ($)
Property, Plant and Equipment [Line Items]    
Depreciation and amortization expense on property and equipment $ 94 $ 94
Disposal of property and equipment 5 29
Capitalized interest costs 3 5
Capitalized stock-based compensation costs $ 4 $ 4
Number of owned satellites | satellite 5  
Asset impairment charges $ 18  
Satellite system    
Property, Plant and Equipment [Line Items]    
Asset impairment charges 220  
Aggregate coverage under those insurance policies $ 225  
v3.21.1
Leases - Additional Information (Details)
$ in Millions
3 Months Ended
Mar. 31, 2021
USD ($)
Lessee, Lease, Description [Line Items]  
Asset impairment charges $ 18
Minimum  
Lessee, Lease, Description [Line Items]  
Lease obligations, term (years) 1 year
Maximum  
Lessee, Lease, Description [Line Items]  
Lease obligations, term (years) 17 years
Operating lease, renewal term (years) 5 years
Finance lease, renewal term (years) 5 years
Option to terminate lease, term of option (years) 1 year
v3.21.1
Leases - Components of Lease Expense (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Leases [Abstract]    
Operating lease cost $ 21 $ 20
Finance lease cost 0 0
Sublease income (1) 0
Total lease cost $ 20 $ 20
v3.21.1
Related Party Transactions - Additional Information (Details)
$ / shares in Units, $ / shares in Units, shares in Millions, $ in Millions, $ in Millions
3 Months Ended
Mar. 31, 2021
USD ($)
executive
director
$ / shares
shares
Mar. 31, 2020
USD ($)
Mar. 31, 2021
$ / shares
Dec. 31, 2020
USD ($)
Feb. 29, 2020
USD ($)
board_member
ordinary_membership_unit
Feb. 10, 2020
USD ($)
May 25, 2017
CAD ($)
Related Party Transaction [Line Items]              
Preferred stock liquidation preference per share (in CAD per share) | $ / shares $ 0.001            
Income (loss) from equity method investments $ (1) $ (2)          
Deferred compensation contributions 3 6          
SoundCloud Holdings, LLC              
Related Party Transaction [Line Items]              
Number of board members | board_member         9    
Maximum              
Related Party Transaction [Line Items]              
Deferred compensation contributions 1 1          
SoundCloud Holdings, LLC              
Related Party Transaction [Line Items]              
Revenue share expense 13 12          
Related party liabilities $ 20            
SoundCloud Holdings, LLC              
Related Party Transaction [Line Items]              
Equity method investments           $ 75  
Management | Executives | Liberty Media              
Related Party Transaction [Line Items]              
Number of related party members on board of directors | executive 1            
Management | Senior Advisor | Liberty Media              
Related Party Transaction [Line Items]              
Number of related party members on board of directors | executive 1            
Management | Director | Liberty Media              
Related Party Transaction [Line Items]              
Number of related party members on board of directors | director 1            
Equity Method Investee              
Related Party Transaction [Line Items]              
Notes receivable, related parties             $ 131
Equity Method Investee | Maximum              
Related Party Transaction [Line Items]              
Proceeds from related party debt $ 2 3          
Equity Method Investee | Services Agreement              
Related Party Transaction [Line Items]              
Period of agreement 30 years            
Equity Method Investee | Services Agreement, Years 1 Through 5              
Related Party Transaction [Line Items]              
Payments receivable, percentage of gross revenue 25.00%            
Equity Method Investee | Advisory Services Agreement              
Related Party Transaction [Line Items]              
Period of agreement 30 years            
Payments receivable, percentage of gross revenue 5.00%            
Equity Method Investee | Sirius XM Canada              
Related Party Transaction [Line Items]              
Equity method investment, equity interest percentage 70.00%            
Equity method investment, voting interest percentage 33.00%            
Number of preferred shares owned (in shares) | shares 591            
Preferred stock liquidation preference per share (in CAD per share) | $ / shares     $ 1        
Notes receivable, related parties $ 122     $ 123      
Equity method investments 340     $ 332      
Equity method investment, dividends, including reduction of investment 1 1          
Revenue from related parties $ 25 $ 25          
Equity Method Investee | SoundCloud Holdings, LLC              
Related Party Transaction [Line Items]              
Number of board members appointed | board_member         2    
Equity Method Investee | SoundCloud Holdings, LLC | Series G Membership Units              
Related Party Transaction [Line Items]              
Equity method investments         $ 75    
Series G membership unit conversion ratio (ordinary membership unit per series G membership unit) | ordinary_membership_unit         1    
Common Stock | Liberty Media              
Related Party Transaction [Line Items]              
Related party ownership percentage 77.00%            
Common Stock | Management | Liberty Media              
Related Party Transaction [Line Items]              
Related party ownership percentage 77.00%            
v3.21.1
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($)
3 Months Ended
Mar. 31, 2021
Dec. 31, 2020
Feb. 01, 2019
Debt      
Finance leases $ 1,000,000 $ 1,000,000  
Total Debt 8,888,000,000 8,509,000,000  
Less: total current maturities 1,000,000 1,000,000  
Less: total deferred financing costs 9,000,000 9,000,000  
Total long-term debt 8,878,000,000 8,499,000,000  
Pandora      
Debt      
Letters of credit outstanding 1,000,000    
Senior Secured Revolving Credit Facility      
Debt      
Principal amount 1,023,000,000    
Carrying value $ 1,023,000,000 649,000,000  
Credit facility, unused capacity, commitment fee percentage 0.25%    
1.75% Senior Notes Due 2023      
Debt      
Stated interest rate (as a percent) 1.75%    
Senior Notes | 3.875% Senior Notes Due 2022      
Debt      
Stated interest rate (as a percent) 3.875%    
Principal amount $ 1,000,000,000    
Carrying value $ 998,000,000 997,000,000  
Senior Notes | 1.75% Senior Notes Due 2023      
Debt      
Stated interest rate (as a percent) 1.75%    
Principal amount $ 193,000,000    
Carrying value $ 172,000,000 170,000,000  
Senior Notes | 4.625% Senior Notes Due 2024      
Debt      
Stated interest rate (as a percent) 4.625%    
Principal amount $ 1,500,000,000    
Carrying value $ 1,489,000,000 1,488,000,000  
Senior Notes | 5.375% Senior Notes Due 2026      
Debt      
Stated interest rate (as a percent) 5.375%    
Principal amount $ 1,000,000,000    
Carrying value $ 993,000,000 993,000,000  
Senior Notes | 5.00% Senior Notes Due 2027      
Debt      
Stated interest rate (as a percent) 5.00%    
Principal amount $ 1,500,000,000    
Carrying value $ 1,490,000,000 1,490,000,000  
Senior Notes | 5.500% Senior Notes Due 2029      
Debt      
Stated interest rate (as a percent) 5.50%    
Principal amount $ 1,250,000,000    
Carrying value $ 1,238,000,000 1,237,000,000  
Senior Notes | 4.125% Senior Notes Due 2030      
Debt      
Stated interest rate (as a percent) 4.125%    
Principal amount $ 1,500,000,000    
Carrying value $ 1,484,000,000 $ 1,484,000,000  
Senior Notes | 1.75% Senior Notes Due 2020 | Pandora      
Debt      
Stated interest rate (as a percent) 1.75%    
Short-term debt     $ 193,000,000
Line of Credit | Senior Secured Revolving Credit Facility      
Debt      
Line of credit facility $ 1,750,000,000    
v3.21.1
Debt - Additional Information (Details)
3 Months Ended
Mar. 31, 2021
1.75% Senior Notes Due 2023  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 1.75%
Senior Notes | 1.75% Senior Notes Due 2023  
Debt Instrument [Line Items]  
Stated interest rate (as a percent) 1.75%
Senior Notes | 1.75% Senior Notes Due 2023 | Pandora  
Debt Instrument [Line Items]  
Shares issued (shares per thousand dollars) 0.1519533
Senior Secured Revolving Credit Facility  
Debt Instrument [Line Items]  
Maximum consolidated leverage ratio 5.0
v3.21.1
Stockholders' Equity - Common Stock (Details) - $ / shares
Mar. 31, 2021
Dec. 31, 2020
Equity [Abstract]    
Common stock, par value ( in USD per share) $ 0.001 $ 0.001
Common stock authorized (in shares) 9,000,000,000 9,000,000,000
Common stock issued (in shares) 4,107,000,000 4,176,000,000
Common stock outstanding (in shares) 4,105,000,000 4,173,000,000
Common stock reserved for issuance (in shares) 274,000,000  
v3.21.1
Stockholders' Equity - Quarterly Dividends (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Jan. 28, 2021
Mar. 31, 2021
Mar. 31, 2020
Equity [Abstract]      
Dividend Per Share (in USD per share)   $ 0.014641 $ 0.01331
Total Amount $ 61    
v3.21.1
Stockholders' Equity - Stock Repurchase Program (Details)
shares in Millions
Mar. 31, 2021
USD ($)
shares
Class of Stock [Line Items]  
Number of shares repurchased (in shares) | shares 3,399
Aggregate cost for shares repurchased $ 14,924,000,000
Remaining amount authorized under the stock repurchase program 1,076,000,000
Common Stock  
Class of Stock [Line Items]  
Stock repurchase program, aggregate authorized amount $ 16,000,000,000
v3.21.1
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Shares Repurchase Activity [Line Items]      
Amount $ 516 $ 243  
Treasury stock $ 13   $ 19
Open Market Repurchases      
Shares Repurchase Activity [Line Items]      
Shares (in shares) 85 41  
Amount $ 516 $ 243  
v3.21.1
Stockholders' Equity - Preferred Stock (Details) - $ / shares
Mar. 31, 2021
Dec. 31, 2020
Equity [Abstract]    
Preferred stock, par value (in USD per share) $ 0.001  
Undesignated preferred stock authorized (in shares) 50,000,000  
Preferred stock liquidation preference per share (in USD per share) $ 0.001  
Preferred stock issued (in shares) 0 0
Preferred stock outstanding (in shares) 0 0
v3.21.1
Benefit Plans - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based payment expense $ 51 $ 55  
Share-based payment expense $ 51 55  
Employees and Non Employee Stock Option      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grant date fair value of options ( in USD per share) $ 1.78    
Options exercised in period, intrinsic value $ 85 32  
Exercise of stock options and vesting of restricted stock units (in shares) 13,000,000    
Share-based payment expense $ 11 11  
Restricted Stock Units (RSUs) and Performance Shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based payment expense 40 44  
Restricted stock units vested, intrinsic value $ 39 $ 58  
Granted (in shares) 10,000,000    
Restricted Stock Units (RSUs) and Performance Shares | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Restricted stock units granted (in shares) 1,000,000    
Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Exercise of stock options and vesting of restricted stock units (in shares) 4,000,000    
Performance-based Share Awards      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 6,000,000    
Restricted Stock Units Rsu And Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation costs $ 467   $ 385
Weighted-average service period (in years) 2 years 3 months 18 days    
v3.21.1
Benefit Plans - 2015 Long-Term Stock Incentive Plan (Details) - 2015 Long-Term Stock Incentive Plan
shares in Millions
3 Months Ended
Mar. 31, 2021
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) 126
Employees and Non Employee Stock Option  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock option expiration period 10 years
Stock Option  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting percentage 25.00%
Restricted Stock Units (RSUs)  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting percentage 25.00%
Performance-based Share Awards | Share-based Payment Arrangement, Tranche One  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting period 2 years
Award vesting percentage 25.00%
Performance-based Share Awards | Share-based Payment Arrangement, Tranche Two  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting period 3 years
Award vesting percentage 25.00%
Minimum  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting period 3 years
Maximum  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting period 4 years
v3.21.1
Benefit Plans - Other Plans (Details)
3 Months Ended
Mar. 31, 2021
plan
Retirement Benefits [Abstract]  
Number of other share-based benefit plans 6
v3.21.1
Benefit Plans - Fair Value of Options Granted (Details)
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Retirement Benefits [Abstract]    
Risk-free interest rate 0.60% 1.40%
Expected life of options — years 6 years 1 month 6 days 3 years 9 months 25 days
Expected stock price volatility 33.00% 25.00%
Expected dividend yield 1.00% 0.70%
v3.21.1
Benefit Plans - Stock Options Activity Under Share-Based Payment Plans (Details) - Employees and Non Employee Stock Option
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2021
USD ($)
$ / shares
shares
Options  
Outstanding as of beginning of period (in shares) | shares 184
Granted (in shares) | shares 53
Exercised (in shares) | shares (38)
Forfeited, cancelled or expired (in shares) | shares (1)
Outstanding as of end of period (in shares) | shares 198
Exercisable (in shares) | shares 117
Weighted- Average Exercise Price Per Share  
Outstanding as of beginning of period ( in USD per share) | $ / shares $ 4.73
Granted ( in USD per share) | $ / shares 6.14
Exercised ( in USD per share) | $ / shares 3.98
Forfeited, cancelled or expired ( in USD per share) | $ / shares 6.44
Outstanding as of end of period ( in USD per share) | $ / shares 5.26
Exercisable ( in USD per share) | $ / shares $ 4.57
Weighted- Average Remaining Contractual Term (Years)  
Outstanding 5 years 11 months 4 days
Exercisable 4 years 7 months 28 days
Aggregate Intrinsic Value  
Outstanding | $ $ 194
Exercisable | $ $ 189
v3.21.1
Benefit Plans - Summary of Restricted Stock Unit and Stock Award Activity (Details) - Restricted Stock Units (RSUs) and Performance Shares
shares in Millions
3 Months Ended
Mar. 31, 2021
$ / shares
shares
Shares  
Nonvested as of beginning of period (in shares) | shares 75
Granted (in shares) | shares 10
Vested (in shares) | shares (6)
Forfeited (in shares) | shares (2)
Nonvested as of end of period (in shares) | shares 77
Grant Date Fair Value Per Share  
Nonvested as of beginning of period ( in USD per share) | $ / shares $ 6.06
Granted ( in USD per share) | $ / shares 5.95
Vested ( in USD per share) | $ / shares 6.09
Forfeited ( in USD per share) | $ / shares 5.96
Nonvested as of end of period ( in USD per share) | $ / shares $ 6.05
v3.21.1
Benefit Plans - 401(k) Savings Plan (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Sirius XM Savings Plan    
Defined Benefit Plan Disclosure [Line Items]    
Minimum of employee contributions of pre-tax eligible earnings to company 401(k) savings plan 1.00%  
Maximum of employee contributions of pre-tax eligible earnings to company 401(k) savings plan 50.00%  
Percent of Company match of employee's voluntary contributions 50.00%  
Percent of employee's pre-tax salary 6.00%  
Maximum annual contributions per employee, percent 3.00%  
Vesting percentage of employer contributions for each year of employment 33.33%  
Savings plan, fully vested period 3 years  
Sirius XM And Pandora Plans    
Defined Benefit Plan Disclosure [Line Items]    
Recognized cost $ 5 $ 5
v3.21.1
Benefit Plans - Sirius XM Holdings Inc. Deferred Compensation Plan (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Retirement Benefits [Abstract]      
Deferred compensation contributions $ 3 $ 6  
Fair value of investment assets related to deferred compensation plan 50   $ 46
Gains (losses) on investments $ 1 $ (5)  
v3.21.1
Commitments and Contingencies - Expected Contractual Cash Commitments (Details)
$ in Millions
Mar. 31, 2021
USD ($)
Expected contractual cash commitments  
2021 $ 878
2022 2,062
2023 2,007
2024 2,058
2025 438
Thereafter 6,405
Total 13,848
Uncertain tax positions are recognized in other long-term liabilities 26
Debt obligations  
Expected contractual cash commitments  
2021 1
2022 1,000
2023 1,216
2024 1,500
2025 0
Thereafter 5,250
Total 8,967
Cash interest payments  
Expected contractual cash commitments  
2021 202
2022 390
2023 342
2024 329
2025 259
Thereafter 788
Total 2,310
Satellite and transmission  
Expected contractual cash commitments  
2021 49
2022 3
2023 2
2024 2
2025 2
Thereafter 10
Total 68
Programming and content  
Expected contractual cash commitments  
2021 280
2022 309
2023 233
2024 162
2025 122
Thereafter 195
Total 1,301
Sales and marketing  
Expected contractual cash commitments  
2021 63
2022 23
2023 10
2024 3
2025 3
Thereafter 6
Total 108
Satellite incentive payments  
Expected contractual cash commitments  
2021 5
2022 7
2023 7
2024 8
2025 7
Thereafter 23
Total 57
Operating lease obligations  
Expected contractual cash commitments  
2021 53
2022 69
2023 60
2024 47
2025 45
Thereafter 133
Total 407
Royalties, minimum guarantees and other  
Expected contractual cash commitments  
2021 225
2022 261
2023 137
2024 7
2025 0
Thereafter 0
Total $ 630
v3.21.1
Commitments and Contingencies - Additional Information (Details)
3 Months Ended
Mar. 31, 2021
USD ($)
satellite
Loss Contingencies [Line Items]  
Number of replacement satellites | satellite 1
Copyright Royalty Board Proceeding to Determine the Rate for Statutory Webcasting  
Loss Contingencies [Line Items]  
Webcaster fee, non-subscription (USD per transmission) $ 0.0011
Webcaster fee, subscription (USD per transmission) 0.0016
Webcaster fee, non-subscription, proposed rate (USD per transmission) 0.0028
Webcaster fee, subscription, proposed rate (USD per transmission) 0.0031
Surety Bond  
Loss Contingencies [Line Items]  
Estimate of possible loss 45,000,000
Royalty Arrangement  
Loss Contingencies [Line Items]  
Prepayments made of minimum guarantee payments 5,000,000
Future minimum guarantee payments 168,000,000
Other commitment, to be paid, year one $ 64,000,000
Minimum  
Loss Contingencies [Line Items]  
Operating lease obligations, term (years) 1 year
Maximum  
Loss Contingencies [Line Items]  
Operating lease obligations, term (years) 15 years
XM-5, FM-5, FM-6, XM-3, and XM-4  
Loss Contingencies [Line Items]  
Operating performance over design life 15 years
XM-4  
Loss Contingencies [Line Items]  
Period beyond expected operating performance of design life for XM-4 5 years
XM-4 | Maximum  
Loss Contingencies [Line Items]  
Additional payments required if XM-4 continues to operate above baseline specifications $ 10,000,000
v3.21.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2021
Dec. 31, 2020
Income Tax Contingency [Line Items]        
Income tax (expense) benefit $ 62 $ (80)    
Effective income tax rate percent (39.50%) 21.40%    
Audit settlement $ 95      
Valuation allowance $ 76     $ 54
Liberty Media | Common Stock        
Income Tax Contingency [Line Items]        
Related party ownership percentage 77.00%      
Forecast        
Income Tax Contingency [Line Items]        
Effective income tax rate percent     16.00%  
Forecast | Liberty Media | Common Stock        
Income Tax Contingency [Line Items]        
Related party ownership percentage     80.00%  
v3.21.1
Segments and Geographic Information - Additional Information (Details)
$ in Millions
3 Months Ended
Mar. 31, 2021
USD ($)
segment
Mar. 31, 2020
USD ($)
Segment Reporting Information [Line Items]    
Number of reportable segments | segment 2  
Revenue $ 2,058 $ 1,952
Advertising revenue    
Segment Reporting Information [Line Items]    
Revenue 354 285
Advertising revenue | Intersegment Eliminations    
Segment Reporting Information [Line Items]    
Revenue $ 1 $ 1
v3.21.1
Segments and Geographic Information - Revenue and Profit by Segment (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Segment Reporting Information [Line Items]    
Revenue $ 2,058 $ 1,952
Cost Of Service (928) (839)
Segment gross profit 1,130 1,113
Subscriber revenue    
Segment Reporting Information [Line Items]    
Revenue 1,611 1,585
Advertising revenue    
Segment Reporting Information [Line Items]    
Revenue 354 285
Equipment revenue    
Segment Reporting Information [Line Items]    
Revenue 57 41
Other revenue    
Segment Reporting Information [Line Items]    
Revenue 36 41
Sirius XM | Operating Segments    
Segment Reporting Information [Line Items]    
Revenue 1,616 1,583
Cost Of Service (623) (593)
Segment gross profit 993 990
Sirius XM | Operating Segments | Subscriber revenue    
Segment Reporting Information [Line Items]    
Revenue 1,481 1,457
Sirius XM | Operating Segments | Advertising revenue    
Segment Reporting Information [Line Items]    
Revenue 42 44
Sirius XM | Operating Segments | Equipment revenue    
Segment Reporting Information [Line Items]    
Revenue 57 41
Sirius XM | Operating Segments | Other revenue    
Segment Reporting Information [Line Items]    
Revenue 36 41
Pandora | Operating Segments    
Segment Reporting Information [Line Items]    
Revenue 442 369
Cost Of Service (305) (246)
Segment gross profit 137 123
Pandora | Operating Segments | Subscriber revenue    
Segment Reporting Information [Line Items]    
Revenue 130 128
Pandora | Operating Segments | Advertising revenue    
Segment Reporting Information [Line Items]    
Revenue 312 241
Pandora | Operating Segments | Equipment revenue    
Segment Reporting Information [Line Items]    
Revenue 0 0
Pandora | Operating Segments | Other revenue    
Segment Reporting Information [Line Items]    
Revenue $ 0 $ 0
v3.21.1
Segments and Geographic Information - Gross Profit to Consolidated Income Reconciliation (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Segment gross profit $ 1,130 $ 1,113
Subscriber acquisition costs (86) (99)
Sales and marketing (217) (225)
Engineering, design and development (64) (71)
General and administrative (121) (107)
Depreciation and amortization (132) (132)
Share-based payment expense (51) (55)
Impairment, restructuring and acquisition costs (245) 0
Income before income taxes 157 373
Segment Reconciling Items    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Subscriber acquisition costs (86) (99)
Sales and marketing (202) (208)
Engineering, design and development (54) (60)
General and administrative (106) (91)
Depreciation and amortization (132) (132)
Share-based payment expense (51) (55)
Impairment, restructuring and acquisition costs (245)  
Total other (expense) income (97) (95)
Cost of Sales    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Share-based payment expense (11) (11)
Sales and Marketing    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Share-based payment expense (15) (17)
Research and Development Expense    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Share-based payment expense (10) (11)
General and Administrative Expense    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Share-based payment expense $ (15) $ (16)
v3.21.1
Subsequent Events (Details) - Subsequent Event - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
1 Months Ended
Apr. 20, 2021
Apr. 26, 2021
Subsequent Event [Line Items]    
Dividends declared per common share (in USD per share) $ 0.014641  
Common Stock    
Subsequent Event [Line Items]    
Stock repurchased during period (in shares)   15
Stock repurchased during period   $ 94