Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
FOR THE TRANSITION PERIOD FROM __________ TO ________
COMMISSION FILE NUMBER 001-34295
 
SIRIUS XM HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
38-3916511
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
1290 Avenue of the Americas, 11th Floor
 
 
New York, New York
 
10104
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (212) 584-5100
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ        No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  þ        No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
 
 
 
Smaller reporting company o
 
Emerging growth company o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
(Class)
 
(Outstanding as of October 22, 2018)
COMMON STOCK, $0.001 PAR VALUE
 
4,441,648,517
SHARES
 

Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q

Item No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Table of Contents


SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
(in thousands, except per share data)
2018
 
2017
 
2018
 
2017
Revenue:
 

 
 

 
 
 
 
Subscriber revenue
$
1,162,439

 
$
1,136,027

 
$
3,418,485

 
$
3,325,295

Advertising revenue
46,187

 
41,462

 
135,477

 
117,656

Equipment revenue
40,699

 
32,337

 
112,628

 
91,669

Music royalty fee and other revenue
218,058

 
169,770

 
608,194

 
486,611

Total revenue
1,467,383

 
1,379,596

 
4,274,784

 
4,021,231

Operating expenses:
 

 
 

 
 
 
 
Cost of services:
 

 
 

 
 
 
 
Revenue share and royalties
343,015

 
296,498

 
1,057,431

 
866,691

Programming and content
96,256

 
98,239

 
302,742

 
290,038

Customer service and billing
94,626

 
94,655

 
284,073

 
286,754

Satellite and transmission
24,266

 
21,378

 
70,466

 
61,557

Cost of equipment
6,572

 
8,254

 
21,343

 
24,537

Subscriber acquisition costs
109,469

 
119,555

 
351,940

 
372,197

Sales and marketing
118,280

 
114,519

 
344,426

 
318,135

Engineering, design and development
31,011

 
29,433

 
89,133

 
81,033

General and administrative
85,821

 
83,187

 
263,110

 
245,995

Depreciation and amortization
75,510

 
79,913

 
222,345

 
230,136

Total operating expenses
984,826

 
945,631

 
3,007,009

 
2,777,073

Income from operations
482,557

 
433,965

 
1,267,775

 
1,244,158

Other income (expense):
 

 
 

 
 
 
 
Interest expense
(86,218
)
 
(92,634
)
 
(262,924
)
 
(257,085
)
Loss on extinguishment of debt
—

 
(43,679
)
 
—

 
(43,679
)
Other income (expense)
(41,766
)
 
86,971

 
82,334

 
83,897

Total other income (expense)
(127,984
)
 
(49,342
)
 
(180,590
)
 
(216,867
)
Income before income taxes
354,573

 
384,623

 
1,087,185

 
1,027,291

Income tax expense
(11,525
)
 
(108,901
)
 
(162,344
)
 
(342,387
)
Net income
$
343,048

 
$
275,722

 
$
924,841

 
$
684,904

Foreign currency translation adjustment, net of tax
7,854

 
3,680

 
(9,972
)
 
6,426

Total comprehensive income
$
350,902

 
$
279,402

 
$
914,869

 
$
691,330

Net income per common share:
 

 
 

 
 
 
 
Basic
$
0.08

 
$
0.06

 
$
0.21

 
$
0.15

Diluted
$
0.07

 
$
0.06

 
$
0.20

 
$
0.14

Weighted average common shares outstanding:
 

 
 

 
 
 
 
Basic
4,473,652

 
4,618,368

 
4,482,249

 
4,660,041

Diluted
4,574,487

 
4,704,571

 
4,586,346

 
4,734,841

Dividends declared per common share
$
0.011


$
0.010

 
$
0.033

 
$
0.030

 
See accompanying notes to the unaudited consolidated financial statements.


2
Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
September 30, 2018

December 31, 2017
ASSETS
(unaudited)



Current assets:
 

 
 

Cash and cash equivalents
$
46,044

 
$
69,022

Receivables, net
245,768

 
241,727

Inventory, net
19,514

 
20,199

Related party current assets
10,087

 
10,284

Prepaid expenses and other current assets
173,035

 
129,669

Total current assets
494,448

 
470,901

Property and equipment, net
1,498,297

 
1,462,766

Intangible assets, net
2,505,384

 
2,522,846

Goodwill
2,289,985

 
2,286,582

Related party long-term assets
1,018,740

 
962,080

Deferred tax assets
330,998

 
505,528

Other long-term assets
135,655

 
118,671

Total assets
$
8,273,507

 
$
8,329,374

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable and accrued expenses
$
799,094

 
$
794,341

Accrued interest
84,973

 
137,428

Current portion of deferred revenue
1,921,517

 
1,881,825

Current maturities of debt
4,411

 
5,105

Related party current liabilities
4,380

 
2,839

Total current liabilities
2,814,375

 
2,821,538

Long-term deferred revenue
154,145

 
174,579

Long-term debt
6,562,152

 
6,741,243

Related party long-term liabilities
5,889

 
7,364

Deferred tax liabilities
8,169

 
8,169

Other long-term liabilities
104,152

 
100,355

Total liabilities
9,648,882

 
9,853,248

Commitments and contingencies (Note 14)


 


Stockholders’ (deficit) equity:
 

 
 

Common stock, par value $0.001; 9,000,000 shares authorized; 4,450,181 and 4,530,928 shares issued; 4,449,194 and 4,527,742 outstanding at September 30, 2018 and December 31, 2017, respectively
4,449

 
4,530

Accumulated other comprehensive income, net of tax
12,448

 
18,407

Additional paid-in capital
922,376

 
1,713,816

Treasury stock, at cost; 987 and 3,186 shares of common stock at September 30, 2018 and December 31, 2017, respectively
(6,287
)
 
(17,154
)
Accumulated deficit
(2,308,361
)
 
(3,243,473
)
Total stockholders’ (deficit) equity
(1,375,375
)
 
(1,523,874
)
Total liabilities and stockholders’ (deficit) equity
$
8,273,507

 
$
8,329,374


See accompanying notes to the unaudited consolidated financial statements.

3
Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY
(UNAUDITED)
 
 
Common Stock
 
Accumulated
Other
Comprehensive Income (Loss)
 
Additional
Paid-in
Capital
 
Treasury Stock
 
Accumulated
Deficit
 
Total
Stockholders’ (Deficit) Equity
(in thousands)
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
Balance at December 31, 2017
 
4,530,928

 
$
4,530

 
$
18,407

 
$
1,713,816

 
3,186

 
$
(17,154
)
 
$
(3,243,473
)
 
$
(1,523,874
)
Cumulative effect of change in accounting principles
 
—

 
—

 
4,013

 
30,398

 
—

 
—

 
10,271

 
44,682

Comprehensive income, net of tax
 
—

 
—

 
(9,972
)
 
—

 
—

 
—

 
924,841

 
914,869

Share-based payment expense
 
—

 
—

 
—

 
99,853

 
—

 
—

 
—

 
99,853

Exercise of options and vesting of restricted stock units
 
25,169

 
25

 
—

 
(18
)
 
—

 
—

 
—

 
7

Minimum withholding taxes on net share settlement of stock-based compensation
 
—

 
—

 
—

 
(112,019
)
 
—

 
—

 
—

 
(112,019
)
Cash dividends paid on common stock
 
—

 
—

 
—

 
(148,000
)
 
—

 
—

 
—

 
(148,000
)
Common stock repurchased
 
—

 
—

 
—

 
—

 
103,717

 
(650,893
)
 
—

 
(650,893
)
Common stock retired
 
(105,916
)
 
(106
)
 
—

 
(661,654
)
 
(105,916
)
 
661,760

 
—

 
—

Balance at September 30, 2018
 
4,450,181

 
$
4,449

 
$
12,448

 
$
922,376

 
987

 
$
(6,287
)
 
$
(2,308,361
)
 
$
(1,375,375
)

See accompanying notes to the unaudited consolidated financial statements.

4
Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
For the Nine Months Ended September 30,
(in thousands)
2018
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
924,841

 
$
684,904

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
222,345

 
230,136

Non-cash interest expense, net of amortization of premium
6,991

 
6,731

Provision for doubtful accounts
37,529

 
42,329

Amortization of deferred income related to equity method investment
(2,082
)
 
(2,082
)
Loss on extinguishment of debt
—

 
43,679

Loss (gain) on unconsolidated entity investments, net
2,065

 
(7,541
)
Gain on fair value instrument
(73,880
)
 
(72,245
)
Dividend received from unconsolidated entity investment
1,748

 
3,606

Share-based payment expense
99,853

 
94,588

Deferred income taxes
172,879

 
318,190

Changes in operating assets and liabilities:
 

 
 

Receivables
(41,570
)
 
(43,665
)
Inventory
685

 
(396
)
Related party, net
2,494

 
(4,934
)
Prepaid expenses and other current assets
(35,189
)
 
16,698

Other long-term assets
5,846

 
7,559

Accounts payable and accrued expenses
8,217

 
1,951

Accrued interest
(52,455
)
 
(22,094
)
Deferred revenue
65,068

 
9,955

Other long-term liabilities
1,001

 
6,395

Net cash provided by operating activities
1,346,386

 
1,313,764

Cash flows from investing activities:
 

 
 

Additions to property and equipment
(238,735
)
 
(206,717
)
Purchases of other investments
(7,374
)
 
(7,595
)
Acquisition of business, net of cash acquired
(677
)
 
(107,351
)
Investments in related parties and other equity investees
(7,720
)

(612,205
)
Repayment from (loan to) related party
3,242

 
(130,794
)
Net cash used in investing activities
(251,264
)
 
(1,064,662
)
Cash flows from financing activities:
 

 
 

Proceeds from exercise of stock options
7

 
774

Taxes paid in lieu of shares issued for stock-based compensation
(111,281
)
 
(84,291
)
Revolving credit facility, net of deferred financing costs
(184,701
)
 
(100,000
)
Proceeds from long-term borrowings, net of costs
—

 
2,473,506

Principal payments of long-term borrowings
(11,778
)
 
(1,509,910
)
Payment of premiums on redemption of debt
—

 
(33,065
)
Common stock repurchased and retired
(661,760
)
 
(996,263
)
Dividends paid
(148,000
)

(139,854
)
Net cash used in financing activities
(1,117,513
)
 
(389,103
)
Net decrease in cash, cash equivalents and restricted cash
(22,391
)
 
(140,001
)
Cash, cash equivalents and restricted cash at beginning of period
79,374

 
223,828

Cash, cash equivalents and restricted cash at end of period(1)
$
56,983

 
$
83,827


See accompanying notes to the unaudited consolidated financial statements.





5
Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(UNAUDITED)

 
For the Nine Months Ended September 30,
(in thousands)
2018
 
2017
Supplemental Disclosure of Cash and Non-Cash Flow Information
 
 
 
Cash paid during the period for:
 
 
 
Interest, net of amounts capitalized
$
304,705

 
$
270,365

Income taxes paid
$
5,625

 
$
16,647

Non-cash investing and financing activities:
 
 
 
Capital lease obligations incurred to acquire assets
$
499

 
$
—

Treasury stock not yet settled
$
10,867

 
$
9,152

Accumulated other comprehensive loss (income), net of tax
$
9,972

 
$
(6,426
)
Issuance of common stock as part of recapitalization of Sirius XM Canada
$
—

 
$
178,850



(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.
 
September 30, 2018
 
December 31, 2017
 
September 30, 2017
 
December 31, 2016
Cash and cash equivalents
$
46,044

 
$
69,022

 
$
73,553

 
$
213,939

Restricted cash included in Prepaid expenses and other current assets
150

 
244

 
385

 
—

Restricted cash included in Other long-term assets
10,789

 
10,108

 
9,889

 
9,889

Total cash, cash equivalents and restricted cash at end of period
$
56,983

 
$
79,374

 
$
83,827

 
$
223,828


See accompanying notes to the unaudited consolidated financial statements.


6
Table of Contents
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)



(1)
Business & Basis of Presentation
This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. (“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, and “Sirius XM” refers to our wholly-owned subsidiary Sirius XM Radio Inc. Holdings has no operations independent of its wholly-owned subsidiary, Sirius XM.
Business
We transmit music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis through our two proprietary satellite radio systems, and a larger set of music and other channels, SiriusXM On Demand featuring recent and archived shows, and SiriusXM Video, through our streaming service, available online and through applications for mobile devices, home devices and other consumer electronic equipment.  We also provide connected vehicle services.  Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers.
We have agreements with every major automaker (“OEMs”) to offer satellite radio in their vehicles, through which we acquire the majority of our subscribers. We also acquire subscribers through marketing to owners and lessees of previously owned vehicles that include factory-installed satellite radios that are not currently subscribing to our services. Our satellite radios are primarily distributed through automakers, retailers, and our website. Satellite radio services are also offered to customers of certain rental car companies.
Our primary source of revenue is subscription fees, with most of our customers subscribing to monthly, quarterly, semi-annual or annual plans.  We offer discounts for prepaid, longer-term subscription plans, as well as a multiple subscription discount.  We also derive revenue from certain fees, the sale of advertising on select non-music channels, the direct sale of satellite radios and accessories, and other ancillary services, such as our weather, traffic and data services.
In many cases, a subscription to our radio services is included with the purchase of new or previously owned vehicles. The length of these subscriptions varies but is typically three to twelve months.  We receive payments for these subscriptions from certain automakers.  We also reimburse various automakers for certain costs associated with satellite radios installed in new vehicles and pay revenue share to various automakers.
On September 23, 2018, Holdings entered into an agreement to acquire Pandora Media, Inc. (“Pandora”) in an all-stock transaction initially valued at $3.5 billion. In connection with the acquisition, each outstanding share of Pandora common stock, par value $0.0001 per share, will be converted into the right to receive 1.44 shares of Holdings common stock, par value $0.001 per share. The transaction is conditioned upon the vote of holders of a majority of the combined voting power of the outstanding shares of Pandora common stock and the outstanding shares of Pandora’s Series A Preferred Stock, voting together as a single class, in favor of the adoption of the merger agreement. In addition, the completion of the transaction is subject to other customary conditions, including, among others, (i) the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act has expired or been terminated, (ii) the decisions, orders, consents or expiration of any waiting periods required by the competition laws of other countries and jurisdictions, (iii) the absence of any law or order that prohibits or makes illegal the merger and (iv) subject to certain exceptions, the accuracy of the representations and warranties of each party and compliance by the parties with their respective covenants. The transaction is expected to close in the first quarter of 2019. Refer to Note 10 for more information on this transaction.
As of September 30, 2018, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 71% 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 and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain numbers in our prior period consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation.

7
Table of Contents
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

All significant intercompany transactions have been eliminated in consolidation. In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 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, 2017, which was filed with the SEC on January 31, 2018.
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 one reportable segment as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the consolidated results of operations of our business.
We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2018 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 16.
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.

(2)
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 September 30, 2018 and December 31, 2017, 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 assets and liabilities measured at fair value were as follows:
 
September 30, 2018
 
December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total Fair
Value
 
Level 1
 
Level 2
 
Level 3
 
Total Fair
Value
Assets:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Pandora investment (a)
—

 
$
554,352

 
—

 
$
554,352

 
—

 
$
480,472

 
—

 
$
480,472

Liabilities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Debt (b)
—

 
$
6,585,588

 
—

 
$
6,585,588

 
—

 
$
6,987,473

 
—

 
$
6,987,473

(a)
During the year ended December 31, 2017, Sirius XM completed a $480,000 investment in Pandora. We have elected the fair value option to account for this investment. Refer to Note 10 for information on this transaction.
(b)
The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm.  Refer to Note 11 for information related to the carrying value of our debt as of September 30, 2018 and December 31, 2017.


8
Table of Contents
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income of $12,448 was primarily comprised of the cumulative foreign currency translation adjustments related to our investment in and loan to Sirius XM Canada Holdings Inc. (“Sirius XM Canada”) (refer to Note 10 for additional information). During the three and nine months ended September 30, 2018, we recorded foreign currency translation adjustment income (loss) of $7,854 and $(9,972) net of tax benefit (expense) of $(2,491) and $3,244, respectively. In addition, we reclassified stranded tax effects of $4,013 related to the adoption of Accounting Standards Update ("ASU") 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, during the nine months ended September 30, 2018.
Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of income as the costs related to the hosting fees. The guidance in this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. This ASU will not have a material impact on our unaudited consolidated statements of operations.
In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a company to recognize lease assets and liabilities arising from operating leases in the statement of financial position. This ASU does not significantly change the previous lease guidance for how a lessee should recognize the recognition, measurement, and presentation of expenses and cash flows arising from a lease. Additionally, the criteria for classifying a finance lease versus an operating lease are substantially the same as the previous guidance. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, amending certain aspects of the new leasing standard. The amendment allows an additional optional transition method whereby an entity records a cumulative effect adjustment to opening retained earnings in the year of adoption without restating prior periods. We plan to adopt this ASU on January 1, 2019 and elect the additional transition method and do not expect to record a cumulative effect adjustment to opening Accumulated deficit. We expect the adoption of ASU 2016-02 will result in the recognition of right-of-use assets and lease liabilities on our consolidated balance sheets for operating leases and will not materially impact our consolidated statements of operations or our debt.
Recently Adopted Accounting Policies
ASU 2014-09, Revenue - Revenue from Contracts with Customers. In May 2014, the FASB issued ASU 2014-09 which requires entities to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We adopted ASU 2014-09, and all related amendments, which established ASC Topic 606 (the "new revenue standard"), effective as of January 1, 2018. We adopted the new revenue standard using the modified retrospective method by recognizing the cumulative effect of initially applying the new revenue standard to all non-completed contracts as of January 1, 2018 as an adjustment to opening Accumulated deficit in the period of adoption. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
The new revenue standard primarily impacts how we account for revenue share payments and also has other immaterial impacts.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

Revenue Share - Paid Trials
We previously recorded revenue share related to paid trials as Revenue share and royalties expense. Under the new revenue standard, we have recorded these revenue share payments as a reduction to revenue as the payments do not transfer a distinct good or service to us. Prior to the adoption, we recognized revenue share related to paid trial subscriptions as the Current portion of deferred revenue. Under the new revenue standard, we reclassified the revenue share related to paid trial subscriptions existing as of the date of adoption from Current portion of deferred revenue to Accounts payable and accrued expenses. For new paid trial subscriptions, the net amount of the paid trial subscription is recorded as deferred revenue and the portion of revenue share is recorded to Accounts payable and accrued expenses.
Other Impacts
Other impacts of the new revenue standard include:
•
Activation fees were previously recognized over the expected subscriber life using the straight-line method. Under the new revenue standard, activation fees have been recognized over a one month period from activation as the activation fees are non-refundable and they do not convey a material right. As of January 1, 2018, we reduced deferred revenue related to activation fees of $8,260, net of tax, to Accumulated deficit.
•
Loyalty payments to OEMs were previously expensed when incurred as Subscriber acquisition costs. Under the new revenue standard, these costs have been capitalized in Prepaid expenses and other current assets as costs to obtain a contract and these costs will be amortized to Subscriber acquisition costs over an average self-pay subscriber life of that OEM. As of January 1, 2018, we capitalized previously expensed loyalty payments of $10,156, net of tax, to Prepaid expenses and other current assets by reducing Accumulated deficit.
These changes do not have a material impact to our financial statements.
ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the FASB issued ASU 2018-02 to amend its standard on comprehensive income to provide an option for an entity to reclassify the stranded tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) that was passed in December 2017 from accumulated other comprehensive income (“AOCI”) directly to retained earnings. The stranded tax effects result from the remeasurement of deferred tax assets and liabilities which were originally recorded in comprehensive income but whose remeasurement is reflected in the income statement. The guidance is effective for interim and fiscal years beginning after December 15, 2018, with early adoption permitted. We elected to adopt ASU 2018-02 effective January 1, 2018 and reclassified the stranded tax effects due to the Tax Act of $4,013 related to the currency translation adjustment from our investment balance and note receivable with Sirius XM Canada from AOCI to Accumulated deficit. The adoption did not have any impact on our unaudited consolidated statement of comprehensive income.
ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. In June 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments made to nonemployees so that the accounting for such payments is substantially the same as those made to employees, with certain exceptions. Under this ASU, equity-classified share based awards to nonemployees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to ASC 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees, unless the award is modified after the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing services. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. We elected to early adopt ASU 2018-07 effective July 1, 2018 and remeasured our unsettled liability-classified nonemployee awards at their January 1, 2018 fair value by recording a retrospective cumulative effect adjustment to opening Accumulated deficit and reclassified our previously liability-classified awards to equity.


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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

The cumulative effects of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of ASU 2014-09, ASU 2018-02 and ASU 2018-07 are included in the table below.
 
Balance at
December 31, 2017
 
Adjustments Due to ASU 2014-09
 
Adjustments Due to ASU 2018-02
 
Adjustments Due to ASU 2018-07
 
Balance at
January 1, 2018
Balance Sheet
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Prepaid expenses and other current assets
$
129,669

 
$
8,262

 
$
—

 
$
—

 
$
137,931

Other long-term assets
118,671

 
2,576

 
—

 
—

 
121,247

Deferred tax assets
505,528

 
(5,915
)
 
—

 
—

 
499,613

 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
794,341

 
32,399

 
—

 
(26,266
)
 
800,474

Current portion of deferred revenue
1,881,825

 
(41,902
)
 
—

 
—

 
1,839,923

Long-term deferred revenue
174,579

 
(3,990
)
 
—

 
—

 
170,589

 
 
 
 
 

 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
Additional paid-in capital
1,713,816

 
—

 
—

 
30,398

 
1,744,214

Accumulated deficit
(3,243,473
)
 
18,416

 
(4,013
)
 
(4,132
)
 
(3,233,202
)
AOCI, net of tax
18,407

 
—

 
4,013

 
—

 
22,420

The following tables illustrate the impacts of adopting ASU 2014-09 on our unaudited consolidated statement of comprehensive income.
 
For the Three Months Ended September 30, 2018
 
For the Nine Months Ended September 30, 2018
 
As Reported
 
Impact of Adopting ASU 2014-09
 
Balances Without Adoption of ASU 2014-09
 
As Reported
 
Impact of Adopting ASU 2014-09
 
Balances Without Adoption of ASU 2014-09
Income Statement
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
Subscriber revenue
$
1,162,439

 
$
24,103

 
$
1,186,542

 
$
3,418,485

 
$
72,282

 
$
3,490,767

 
 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
 
 
Revenue share and royalties
343,015

 
22,743

 
365,758

 
1,057,431

 
67,047

 
1,124,478

Subscriber acquisition costs
109,469

 
902

 
110,371

 
351,940

 
2,748

 
354,688

Income tax expense
(11,525
)
 
(15
)
 
(11,540
)
 
(162,344
)
 
(371
)
 
(162,715
)
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
343,048

 
$
443

 
$
343,491

 
$
924,841

 
$
2,116

 
$
926,957


ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU updates the guidance related to the statement of cash flows and requires that the statement include restricted cash with cash and cash equivalents when reconciling beginning and ending cash. The guidance was effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. We adopted this ASU effective January 1, 2018. As a result of the adoption, we have added restricted cash to the reconciliation of beginning and ending cash and cash equivalents and included a reconciliation of total cash, cash equivalents and restricted cash to the balance sheet for each period presented in the unaudited consolidated statements of cash flows.


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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

(3)
Revenues
Adoption of the new revenue standard
We adopted the new revenue standard using the modified retrospective method by recognizing the cumulative effect of initially applying the new revenue standard to all non-completed contracts as of January 1, 2018 as an adjustment to opening Accumulated deficit in the period of adoption. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605.
Disaggregation of Revenue
We disaggregate our revenues as shown in the unaudited consolidated statements of comprehensive income.
Nature of goods and services
The following is a description of principal activities from which we generate our revenue, including from subscribers, advertising, and sales of equipment.
Subscriber Revenue
Subscriber revenue consists primarily of subscription fees and other ancillary subscription based revenues. Revenue is recognized on a straight line basis when the performance obligations to provide each service for the period are satisfied, which is over time as our subscription services are continuously transmitted and can be consumed by customers at any time. Consumers purchasing or leasing a vehicle with a factory-installed satellite radio typically receive between a three and twelve month subscription to our service.  In certain cases, the subscription fees for these consumers are prepaid by the applicable automaker. Prepaid subscription fees received from certain automakers or directly from consumers are recorded as deferred revenue and amortized to revenue ratably over the service period which commences upon sale and activation. Activation fees are recognized over one month as the activation fees are non-refundable and do not provide for a material right to the customer. There is no revenue recognized for unpaid trial subscriptions. In some cases we pay a loyalty fee to the OEM when we receive a certain amount of payments from self-pay customers acquired from that OEM. These fees are considered incremental costs to obtain a contract and are, therefore, recognized as an asset and amortized to Subscriber acquisition costs over an average subscriber life of that OEM. Revenue share and loyalty fees paid to the OEM offering a paid trial are accounted for as a reduction of revenue as the payment does not provide a distinct good or service.
Advertising Revenue
We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency fees are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory and are reported as a reduction of advertising revenue.  Additionally, we pay certain third parties a percentage of advertising revenue.  Advertising revenue is recorded gross of such revenue share payments as we control the advertising service, including the ability to establish pricing, and we are primarily responsible for providing the service.  Advertising revenue share payments are recorded to Revenue share and royalties during the period in which the advertising is transmitted.
Equipment Revenue
Equipment revenue and royalties from the sale of satellite radios, components and accessories are recognized when the performance obligation is satisfied and control is transferred, which is generally upon shipment. Revenue is recognized net of discounts and rebates.
Music Royalty Fee and Other Revenue
Music Royalty Fee and Other Revenue primarily consists of U.S. music royalty fees ("MRF"). The related costs we incur for the right to broadcast music and other programming are recorded as Revenue share and royalties expense.  Fees

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

received from subscribers for the MRF are recorded as deferred revenue and amortized to revenue ratably over the service period as the royalties relate to the subscription services which are continuously delivered to our customers.
Deferred Revenue
Customers pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our unaudited consolidated statement of comprehensive income as the services are provided. Changes in the liability balance during the period ended September 30, 2018 was not materially impacted by other factors.
Transaction Price Allocated to the Remaining Performance Obligations
As the majority of our contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less. As of September 30, 2018, less than ten percent of our total deferred revenue balance related to contracts that extended beyond one year. These contracts primarily include prepaid data trials which are typically provided for three to five years as well as for self-pay customers who prepay for their audio subscriptions for up to three years in advance. These amounts will be recognized on a straight-line basis as our services are provided.

(4)
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 and restricted stock units) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three and nine months ended September 30, 2018 and 2017.
Common stock equivalents of 21,821 and 54,555 for the three months ended September 30, 2018 and 2017, respectively, and 13,897 and 42,481 for the nine months ended September 30, 2018 and 2017, 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 September 30,
 
For the Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Numerator:
 

 
 

 
 
 
 
Net income available to common stockholders for basic and diluted net income per common share
$
343,048

 
$
275,722

 
$
924,841

 
$
684,904

Denominator:
 

 
 

 
 

 
 
Weighted average common shares outstanding for basic net income per common share
4,473,652

 
4,618,368

 
4,482,249

 
4,660,041

Weighted average impact of dilutive equity instruments
100,835

 
86,203

 
104,097

 
74,800

Weighted average shares for diluted net income per common share
4,574,487

 
4,704,571

 
4,586,346

 
4,734,841

Net income per common share:
 

 
 

 
 

 
 
Basic
$
0.08

 
$
0.06

 
$
0.21

 
$
0.15

Diluted
$
0.07

 
$
0.06

 
$
0.20

 
$
0.14


(5)
Receivables, net
Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables.
Customer accounts receivable, net, includes receivables from our subscribers and other customers, including advertising, 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

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

conditions and other factors that may affect the counterparty’s ability to pay.  Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income.
Receivables from distributors primarily include billed and unbilled amounts due from OEMs for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios.  Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to 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 OEMs or other third parties.
Receivables, net, consists of the following:
 
September 30, 2018
 
December 31, 2017
Gross customer accounts receivable
$
106,919

 
$
100,342

Allowance for doubtful accounts
(7,020
)
 
(9,500
)
Customer accounts receivable, net
$
99,899

 
$
90,842

Receivables from distributors
114,962

 
121,410

Other receivables
30,907

 
29,475

Total receivables, net
$
245,768

 
$
241,727


(6)
Inventory, net
Inventory consists of finished goods, refurbished goods, chipsets and other raw material components used in manufacturing radios and connected vehicle devices. 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:
 
September 30, 2018
 
December 31, 2017
Raw materials
$
5,650

 
$
6,489

Finished goods
18,510

 
21,225

Allowance for obsolescence
(4,646
)
 
(7,515
)
Total inventory, net
$
19,514

 
$
20,199


(7)
Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our single reporting unit is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of 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. The carrying amount recorded for our one reporting unit and goodwill was $(1,375,375) and $2,289,985, respectively, as of September 30, 2018.
We recorded $3,403 to Goodwill related to an immaterial acquisition during the three months ended September 30, 2018.
As of September 30, 2018, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three and nine months ended September 30, 2018 and 2017.  As of September 30, 2018, the cumulative balance of goodwill impairments recorded since the July 2008 merger (the “Merger”) between our wholly owned subsidiary, Vernon

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

Merger Corporation, and XM Satellite Radio Holdings Inc. (“XM”), was $4,766,190, which was recognized during the year ended December 31, 2008.

(8)
Intangible Assets
Our intangible assets include the following:
 
 
 
September 30, 2018
 
December 31, 2017
 
Weighted
Average
Useful Lives
 
Gross
Carrying
Value
 
Accumulated Amortization
 
Net Carrying
Value
 
Gross
Carrying
Value
 
Accumulated Amortization
 
Net Carrying
Value
Indefinite life intangible assets:
 
 
 

 
 

 
 

 
 

 
 

 
 

FCC licenses
Indefinite
 
$
2,083,654

 
$
—

 
$
2,083,654

 
$
2,083,654

 
$
—

 
$
2,083,654

Trademarks
Indefinite
 
250,800

 
—

 
250,800

 
250,800

 
—

 
250,800

Definite life intangible assets:
 
 
 

 
 

 
 

 
 

 
 

 
 

Subscriber relationships
9 years
 
—

 
—

 
—

 
380,000

 
(380,000
)
 
—

OEM relationships
15 years
 
220,000

 
(72,111
)
 
147,889

 
220,000

 
(61,111
)
 
158,889

Licensing agreements
12 years
 
45,289

 
(37,104
)
 
8,185

 
45,289

 
(34,350
)
 
10,939

Software and technology
7 years
 
33,872

 
(19,016
)
 
14,856

 
43,915

 
(25,351
)
 
18,564

Total intangible assets
 
 
$
2,633,615

 
$
(128,231
)
 
$
2,505,384

 
$
3,023,658

 
$
(500,812
)
 
$
2,522,846


Indefinite Life Intangible Assets
We have identified our FCC licenses and the XM and Automatic Labs Inc. 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 life 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. As of September 30, 2018, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three and nine months ended September 30, 2018 and 2017.
Definite Life Intangible Assets
Amortization expense for all definite life intangible assets was $5,738 and $7,966 for the three months ended September 30, 2018 and 2017, respectively, and $17,462 and $31,592 for the nine months ended September 30, 2018 and 2017, respectively. We retired definite lived intangible assets of $390,043 during the nine months ended September 30, 2018 primarily related to fully amortized subscriber relationships. There were no retirements of definite lived intangible assets during the nine months ended September 30, 2017. The expected amortization expense for the remaining period in 2018, each of the fiscal years 2019 through 2022 and for periods thereafter is as follows:
Years ending December 31,
 
Amount
2018 (remaining)
 
$
5,675

2019
 
22,701

2020
 
22,121

2021
 
16,678

2022
 
15,542

Thereafter
 
88,213

Total definite life intangible assets, net
 
$
170,930


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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)


(9)
Property and Equipment
Property and equipment, net, consists of the following:
 
September 30, 2018
 
December 31, 2017
Satellite system
$
1,586,794

 
$
1,586,794

Terrestrial repeater network
125,124

 
123,254

Leasehold improvements
59,482

 
57,635

Broadcast studio equipment
106,478

 
96,582

Capitalized software and hardware
737,271

 
639,516

Satellite telemetry, tracking and control facilities
75,032

 
69,147

Furniture, fixtures, equipment and other
100,882

 
96,965

Land
38,411

 
38,411

Building
62,461

 
61,824

Construction in progress
419,641

 
301,153

Total property and equipment
3,311,576

 
3,071,281

Accumulated depreciation and amortization
(1,813,279
)
 
(1,608,515
)
Property and equipment, net
$
1,498,297

 
$
1,462,766

Construction in progress consists of the following:
 
September 30, 2018
 
December 31, 2017
Satellite system
$
276,627

 
$
183,243

Terrestrial repeater network
4,037

 
2,515

Capitalized software and hardware
116,692

 
94,456

Other
22,285

 
20,939

Construction in progress
$
419,641

 
$
301,153

Depreciation and amortization expense on property and equipment was $69,772 and $71,947 for the three months ended September 30, 2018 and 2017, respectively, and $204,883 and $198,544 for the nine months ended September 30, 2018 and 2017, respectively.  We retired property and equipment of $77,040 during the nine months ended September 30, 2017. There were no retirements of property and equipment during the nine months ended September 30, 2018.
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 $3,097 and $1,324 for the three months ended September 30, 2018 and 2017, respectively, and $8,252 and $3,047 for the nine months ended September 30, 2018 and 2017, respectively, which related to the construction of our SXM-7 and SXM-8 satellites.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

Satellites
As of September 30, 2018, we owned a fleet of five satellites.  The chart below provides certain information on our satellites as of September 30, 2018:
Satellite Description
 
Year Delivered
 
Estimated End of
Depreciable Life
SIRIUS FM-5
 
2009
 
2024
SIRIUS FM-6
 
2013
 
2028
XM-3
 
2005
 
2020
XM-4
 
2006
 
2021
XM-5
 
2010
 
2025
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 licenses.  The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. We submitted our renewal application for the XM-5 license during the third quarter.
The following table outlines the years in which each of our satellite licenses expires:
FCC satellite licenses
 
Expiration year
SIRIUS FM-5
 
2025
SIRIUS FM-6
 
2022
XM-3
 
2021
XM-4
 
2022
XM-5
 
2018

(10)
Related Party Transactions 
In the normal course of business, we enter into transactions with related parties such as Liberty Media, Sirius XM Canada and Pandora.

Liberty Media
As of September 30, 2018, Liberty Media beneficially owned, directly and indirectly, approximately 71% of the outstanding shares of our common stock. Liberty Media has two executives and one of its directors on our board of directors.  Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.

Sirius XM Canada
On May 25, 2017, Sirius XM completed a recapitalization of Sirius XM Canada (the “Transaction”), which is now a privately held corporation.
Following the Transaction, Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, with the remainder of the voting power and equity interests held by two of Sirius XM Canada’s previous shareholders. The total consideration from Sirius XM to Sirius XM Canada, excluding transaction costs, during the year ended December 31, 2017 was $308,526, which included $129,676 in cash and we issued 35,000 shares of our common stock with an aggregate value of $178,850 to the holders of the shares of Sirius XM Canada acquired in the Transaction. Sirius XM received common stock, non-voting common stock and preferred stock of Sirius XM Canada. We own 590,950 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share.
In connection with the Transaction, Sirius XM also made a contribution in the form of a loan to Sirius XM Canada in the aggregate amount of $130,794. 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. The loan has a term of fifteen years, bears interest at a rate of 7.62% per annum and includes customary covenants and events of default, including an event of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

default relating to Sirius XM Canada’s failure to maintain specified leverage ratios. The terms of the loan require Sirius XM Canada to prepay a portion of the outstanding principal amount of the loan within sixty days of the end of each fiscal year in an amount equal to any cash on hand in excess of C$10,000 at the last day of the financial year if all target dividends have been paid in full. During the nine months ended September 30, 2018, Sirius XM Canada repaid $3,242 of the principal amount of the loan.
In connection with the Transaction, Sirius XM also entered into 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 pays Sirius XM 25% of its gross revenues on a monthly basis through December 31, 2021 and 30% of its gross revenues on a monthly basis thereafter. Pursuant to the Advisory Services Agreement, Sirius XM Canada pays Sirius XM 5% of its gross revenues on a monthly basis. These agreements superseded and replaced the former agreements between Sirius XM Canada and its predecessors and Sirius XM.
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.
We had the following related party balances associated with Sirius XM Canada:

September 30, 2018

December 31, 2017
Related party current assets
$
10,087

 
$
10,284

Related party long-term assets
$
464,388

 
$
481,608

Related party current liabilities
$
4,380

 
$
2,839

Related party long-term liabilities
$
5,889

 
$
7,364

As of September 30, 2018 and December 31, 2017, our related party current asset balance included amounts due under the Services Agreement and Advisory Services Agreement and certain amounts related to transactions outside the scope of the new services arrangements. Our related party long-term assets balance as of September 30, 2018 and December 31, 2017 included the carrying value of our investment balance in Sirius XM Canada of $331,231 and $341,214, respectively, and, as of September 30, 2018 and December 31, 2017, also included $133,157 and $140,073, respectively, for the long-term value of the outstanding loan to Sirius XM Canada. Our related party liabilities as of each of September 30, 2018 and December 31, 2017 included $2,776 for the current portion of deferred revenue and $3,006 and $5,088, respectively, for the long-term portion of deferred revenue recorded as of the Merger date related to agreements with legacy XM Canada, now Sirius XM Canada.  These costs are being amortized on a straight line basis through 2020.

Sirius XM Canada paid gross dividends to us of $402 during the three months ended September 30, 2018 and $1,840 and $3,796 during the nine months ended September 30, 2018 and 2017, respectively. Sirius XM Canada did not pay any dividends to us during the three months ended September 30, 2017.  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 income for any remaining portion.
We recorded the following revenue and other income associated with Sirius XM Canada in our unaudited consolidated statements of comprehensive income:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Revenue (a)(b)
$
24,606

 
$
23,141

 
$
71,976


$
63,486

Other income
 

 
 

 





Share of net earnings (b)
$
1,034

 
$
9,725

 
$
1,119


$
7,542

Interest income (c)
$
2,553


$
2,718


$
7,757


$
3,521

(a)
Prior to the Transaction, under our former agreements with Sirius XM Canada, we received a percentage-based fee of 10% and 15% for certain types of subscription revenue earned by Sirius XM Canada for the use of the Sirius and XM platforms, respectively, and additional fees for premium services and fees for activation fees and reimbursements for other charges.  We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

(b)
Prior to the Transaction, we recognized our proportionate share of revenue and earnings or losses attributable to Sirius XM Canada on a one month lag. As a result of the Transaction, there is no longer a one-month lag and Sirius XM Canada changed its fiscal year-end to December 31 to align with us. For the three and nine months ended September 30, 2018, Share of net earnings included $603 and $1,838, respectively, of amortization related to equity method intangible assets.
(c)
This interest income relates to the loan to Sirius XM Canada and is recorded as Other income in our unaudited consolidated statements of comprehensive income.

Pandora
On September 22, 2017, Sirius XM completed a $480,000 investment in Pandora in which Sirius XM purchased 480 shares of Pandora’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). As of September 30, 2018, the Series A Preferred Stock, including accrued but unpaid dividends, represents a stake of approximately 18% of Pandora's common stock outstanding and approximately a 15% interest on an as-converted basis. Pandora operates an internet-based music discovery platform, offering a personalized experience for listeners.
The Series A Preferred Stock is convertible at the option of the holders at any time into shares of common stock of Pandora (“Pandora Common Stock”) at an initial conversion price of $10.50 per share of Pandora Common Stock and an initial conversion rate of 95.2381 shares of Pandora Common Stock per share of Series A Preferred Stock, subject to certain customary anti-dilution adjustments. Holders of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 6.0% per annum, payable quarterly in arrears, if and when declared. Pandora has the option to pay dividends in cash or accumulate dividends in lieu of paying cash. Any conversion of Series A Preferred Stock may be settled by Pandora, at its option, in shares of Pandora Common Stock, cash or any combination thereof. However, unless and until Pandora’s stockholders have approved the issuance of greater than 19.99% of the outstanding Pandora Common Stock, the Series A Preferred Stock may not be converted into more than 19.99% of Pandora’s outstanding Pandora Common Stock as of June 9, 2017. The liquidation preference of the Series A Preferred Stock, including accrued dividends of $33,270, was $513,270 as of September 30, 2018.
As the investment includes a conversion option, we have elected to account for this investment under the fair value option to reduce the accounting asymmetry that would otherwise arise when recognizing the changes in the fair value of available-for-sale investments. Under the fair value option, any gains (losses) associated with the change in fair value will be recognized in Other income within our unaudited consolidated statements of comprehensive income. In connection with the acquisition of Pandora, the Series A Preferred Stock will be canceled as part of the proposed transaction. The cancellation of the Series A Preferred Stock as part of the proposed transaction has reduced the value of the Pandora investment as compared to the prior quarter. We recognized a $43,569 unrealized loss and $73,880 unrealized gain during the three and nine months ended September 30, 2018, respectively, and a $72,245 unrealized gain during the three and nine months ended September 30, 2017 as Other income in our unaudited consolidated statements of comprehensive income for this investment. The fair value of our investment in Pandora, including accrued dividends, as of September 30, 2018 and December 31, 2017 was $554,352 and $480,472, respectively, and is recorded as a related party long-term asset within our unaudited consolidated balance sheets. This investment does not meet the requirements for the equity method of accounting as it does not qualify as in-substance common stock.
On September 23, 2018, Holdings entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among Holdings, Pandora and White Oaks Acquisition Corp., pursuant to which, subject to the terms and conditions of the Merger Agreement, Holdings agreed to acquire Pandora (such transaction, the “Merger”). Pursuant to the Merger, each outstanding share of Pandora Common Stock, will be converted into the right to receive 1.44 shares (the “Exchange Ratio”) of Holdings common stock, par value $0.001 per share (“Holdings Common Stock”).

Further, pursuant to the Merger:
 
•
each option granted by Pandora under its stock incentive plans to purchase shares of Pandora Common Stock, whether vested or unvested will be assumed and converted into an option to purchase shares of Holdings Common Stock, with appropriate adjustments (based on the Exchange Ratio) to the exercise price and number of shares of Holdings Common Stock subject to such option, and will have the same vesting schedule and exercise conditions as in effect as of immediately prior to the closing of the Merger;
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

•
each unvested restricted stock unit granted by Pandora under its stock incentive plans will be assumed and converted into an unvested restricted stock unit of Holdings, with appropriate adjustments (based on the Exchange Ratio) to the number of shares of Holdings Common Stock to be received, and will have the same vesting schedule and settlement date as in effect as of immediately prior to the closing of the Merger; and
 
•
each unvested performance award granted by Pandora under its stock incentive plans shall be canceled and forfeited if the per share value of merger consideration at the closing of the transactions as determined pursuant to the Merger Agreement is less than $20.00, and otherwise each such award will be assumed and converted into a time vesting award to receive a number of shares of Holdings Common Stock based on the Exchange Ratio, and will have the same vesting schedule as in effect as of immediately prior to the closing of the Merger.

The Merger Agreement contains customary representations and warranties from both Holdings and Pandora, and each party has agreed to customary covenants, including covenants relating to the conduct of Holdings’ and Pandora’s businesses during the period between the execution of the Merger Agreement and the closing of the Merger. In the case of Pandora, such obligations include its agreement to call a meeting of its stockholders to adopt the Merger Agreement, and, subject to certain exceptions, to recommend that its stockholders adopt the Merger Agreement.

During the period beginning on the date of the Merger Agreement and ending at 12:01 A.M. (New York City time) on October 24, 2018 (the “No-Shop Period Start Date”), Pandora has the right to (i) initiate, solicit, facilitate and encourage any inquiry or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a competing acquisition proposal, (ii) furnish to any person that is party to an acceptable confidentiality agreement any information which is reasonably requested by any person in connection with their potentially making a competing acquisition proposal and (iii) participate or engage in discussions or negotiations with such person regarding a competing acquisition proposal.

On the No-Shop Period Start Date, Pandora will cease such activities, and will be subject to further restrictions, including that it will not (i) solicit proposals or offers that constitute, or could reasonably be expected to lead to, a competing acquisition proposal or (ii) engage in any discussions or negotiations regarding a competing acquisition proposal. However, prior to obtaining stockholder approval, Pandora may engage in the foregoing activities with any third party that provides Pandora with a competing acquisition proposal after the execution of the Merger Agreement and prior to the No-Shop Period Start Date (an “Excluded Party”), which acquisition proposal the Pandora board of directors determines in good faith prior to the No-Shop Period Start Date is or would reasonably be expected to lead to a superior proposal, unless such proposal is withdrawn or, in the good faith determination of the Pandora board of directors, no longer is or would reasonably be expected to lead to a superior proposal. Furthermore, Pandora can also engage in such activities with any third party that provides to Pandora an unsolicited bona fide written competing acquisition proposal, if the Pandora board of directors determines in good faith that such acquisition proposal constitutes, or is reasonably likely to result in, a superior proposal.

Prior to the approval of the Merger Agreement by the Pandora stockholders, the Pandora board of directors may change its recommendation that the Pandora stockholders adopt the Merger Agreement if the Pandora board of directors receives a superior proposal or if there is an intervening event, but only if certain conditions are satisfied with respect thereto and Pandora complies with its obligations in respect thereof.

The Pandora stockholders will be asked to vote on the adoption of the Merger Agreement at a special stockholder meeting that will be held on a date to be announced. The Merger is conditioned upon the vote of holders of a majority of the combined voting power of the outstanding shares of Pandora Common Stock and the outstanding shares of Series A Preferred Stock, voting together as a single class, in favor of the adoption of the Merger Agreement. Holdings has agreed to vote or cause to be voted all of the shares owned beneficially or of record by Holdings or its affiliates.

In addition to the stockholder approval described above, the completion of the Merger is subject to other customary conditions, including, among others, (i) the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act has expired or been terminated, (ii) the decisions, orders, consents or expiration of any waiting periods required by the competition laws of other countries and jurisdictions, (iii) the absence of any law or order that prohibits or makes illegal the Merger and (iv) subject to certain exceptions, the accuracy of the representations and warranties of each party and compliance by the parties with their respective covenants.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

It is intended that the Merger qualifies as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986 for Federal income tax purposes. However, if either Pandora or Holdings are unable to receive an opinion of counsel to that effect, the parties have agreed to restructure the Merger so that the Merger will be treated as a taxable stock sale.

The Merger Agreement provides certain termination rights for both Holdings and Pandora, including the right of Pandora, prior to the adoption of the Merger Agreement by the Pandora stockholders, to terminate the Merger Agreement in order to enter into an agreement with respect to a superior proposal, so long as Pandora complies with certain notice and other requirements set forth in the Merger Agreement. In connection with any such termination and under other specified circumstances, Pandora must pay Holdings a termination fee of $105,000; provided that if, subject to specified limitations, Pandora terminates the Merger Agreement to accept a superior proposal with an Excluded Party by 11:59 P.M. (New York City time) on November 22, 2018, Pandora will pay Holdings a termination fee of $52,500.

(11)
Debt
Our debt as of September 30, 2018 and December 31, 2017 consisted of the following:
 
 
 
 
 
 
 
 
 
 
 
 
Carrying value(a) at
Issuer / Borrower
 
Issued
 
Debt
 
Maturity Date
 
Interest Payable
 
Principal Amount at September 30, 2018
 
September 30, 2018
 
December 31, 2017
Sirius XM
(b)
 
July 2017
 
3.875% Senior Notes
 
August 1, 2022
 
semi-annually on February 1 and August 1
 
$
1,000,000

 
$
993,218

 
$
992,011

Sirius XM
(b)
 
May 2013
 
4.625% Senior Notes
 
May 15, 2023
 
semi-annually on May 15 and November 15
 
500,000

 
497,064

 
496,646

Sirius XM
(b)
 
May 2014
 
6.00% Senior Notes
 
July 15, 2024
 
semi-annually on January 15 and July 15
 
1,500,000

 
1,489,146

 
1,488,002

Sirius XM
(b)
 
March 2015
 
5.375% Senior Notes
 
April 15, 2025
 
semi-annually on April 15 and October 15
 
1,000,000

 
992,028

 
991,285

Sirius XM
(b)
 
May 2016
 
5.375% Senior Notes
 
July 15, 2026
 
semi-annually on January 15 and July 15
 
1,000,000

 
990,830

 
990,138

Sirius XM
(b)
 
July 2017
 
5.00% Senior Notes
 
August 1, 2027
 
semi-annually on February 1 and August 1
 
1,500,000

 
1,487,017

 
1,486,162

Sirius XM
(c)
 
December 2012
 
Senior Secured Revolving Credit Facility (the "Credit Facility")
 
June 29, 2023
 
variable fee paid quarterly
 
1,750,000

 
118,000

 
300,000

Sirius XM
 
Various
 
Capital leases
 
Various
 
 n/a
 
 n/a

 
6,963

 
10,597

Total Debt
 
6,574,266

 
6,754,841

Less: total current maturities
 
4,411

 
5,105

Less: total deferred financing costs for Notes
 
7,703

 
8,493

Total long-term debt
 
$
6,562,152

 
$
6,741,243

(a)
The carrying value of the obligations is net of any remaining unamortized original issue discount.
(b)
Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes.
(c)
In June 2018, Sirius XM entered into an amendment to extend the maturity of the Credit Facility to June 2023. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries.  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 September 30, 2018.  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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

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.
At September 30, 2018 and December 31, 2017, we were in compliance with our debt covenants.

(12)
Stockholders’ Equity
Common Stock, par value $0.001 per share
We are authorized to issue up to 9,000,000 shares of common stock. There were 4,450,181 and 4,530,928 shares of common stock issued and 4,449,194 and 4,527,742 shares outstanding on September 30, 2018 and December 31, 2017, respectively.
As of September 30, 2018, there were 278,575 shares of common stock reserved for issuance in connection with outstanding stock based awards to be granted to members of our board of directors, employees and third parties.
Quarterly Dividends
During the nine months ended September 30, 2018, our board of directors declared the following dividends:
Declaration Date
 
Dividend Per Share
 
Record Date
 
Total Amount
 
Payment Date
January 23, 2018
 
$
0.011

 
February 7, 2018
 
$
49,397

 
February 28, 2018
April 26, 2018
 
$
0.011

 
May 10, 2018
 
$
49,287

 
May 31, 2018
July 18, 2018
 
$
0.011

 
August 10, 2018
 
$
49,316

 
August 31, 2018

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

Stock Repurchase Program
As of September 30, 2018, our board of directors had approved for repurchase an aggregate of $12,000,000 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 September 30, 2018, our cumulative repurchases since December 2012 under our stock repurchase program totaled 2,577,852 shares for $10,028,012, and $1,971,988 remained available for future share repurchases under our stock repurchase program.
The following table summarizes our total share repurchase activity for the nine months ended:
 
 
September 30, 2018
 
September 30, 2017
Share Repurchase Type
 
Shares
 
Amount
 
Shares
 
Amount
Open Market (a)
 
103,717

 
$
650,893

 
194,324

 
$
987,111

(a)
As of September 30, 2018, $6,287 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our unaudited consolidated balance sheets and unaudited consolidated statements of stockholders’ (deficit) equity. For a discussion of subsequent events refer to Note 16.
Preferred Stock, par value $0.001 per share
We are authorized to issue up to 50,000 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 September 30, 2018 and 2017.

(13)
Benefit Plans 
We recognized share-based payment expense of $29,405 and $34,891 for the three months ended September 30, 2018 and 2017, respectively, and $99,853 and $94,588 for the nine months ended September 30, 2018 and 2017, respectively. Due to the adoption of ASU 2018-07, the share-based payment expense for the three months ended September 30, 2018 includes a cumulative retrospective benefit of $4,704 which relates to the six months ended June 30, 2018.
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 September 30, 2018, 157,212 shares of common stock were available for future grants under the 2015 Plan.
Other Plans
We maintain three other share-based benefit plans — the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, the XM 2007 Stock Incentive Plan and the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Risk-free interest rate
2.8%
 
1.8%
 
2.7%
 
1.8%
Expected life of options — years
4.98
 
4.66
 
4.44
 
4.60
Expected stock price volatility
23%
 
24%
 
23%
 
24%
Expected dividend yield
0.6%
 
0.7%
 
0.7%
 
0.7%
There were no options granted to third parties during the three and nine months ended September 30, 2018 and 2017.
The following table summarizes stock option activity under our share-based plans for the nine months ended September 30, 2018:
 
Options
 
Weighted-
Average
Exercise
Price Per Share
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value
Outstanding as of December 31, 2017
280,457

 
$
3.76

 
 
 
 
Granted
28,235

 
$
6.71

 
 
 
 
Exercised
(61,566
)
 
$
3.35

 
 
 
 
Forfeited, cancelled or expired
(2,831
)
 
$
4.62

 
 
 
 
Outstanding as of September 30, 2018
244,295

 
$
4.19

 
6.50
 
$
532,346

Exercisable as of September 30, 2018
136,114

 
$
3.56

 
5.66
 
$
375,758

The weighted average grant date fair value per share of stock options granted during the nine months ended September 30, 2018 was $1.48.  The total intrinsic value of stock options exercised during the nine months ended September 30, 2018 and 2017 was $205,963 and $148,133, respectively.  During the nine months ended September 30, 2018 the number of net settled shares which were issued as a result of stock option exercises was 18,510.
We recognized share-based payment expense associated with stock options of $11,504 and $21,454 for the three months ended September 30, 2018 and 2017, respectively, and $51,939 and $61,091 for the nine months ended September 30, 2018 and 2017, respectively.
The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the nine months ended September 30, 2018:
 
Shares
 
Grant Date
Fair Value
Per Share
Nonvested as of December 31, 2017
31,323

 
$
4.54

Granted
15,072

 
$
6.56

Vested
(11,245
)
 
$
4.25

Forfeited
(870
)
 
$
4.92

Nonvested as of September 30, 2018
34,280

 
$
5.48

The total intrinsic value of restricted stock units, including PRSUs, vesting during the nine months ended September 30, 2018 and 2017 was $75,762 and $46,920, respectively. During the nine months ended September 30, 2018, the number of net settled shares which were issued as a result of restricted stock units vesting totaled 6,659. During the nine months ended September 30, 2018, we granted 3,780 PRSUs to certain employees. We believe it is probable that the performance target applicable to these PRSUs will be achieved.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

In connection with the cash dividends paid during the nine months ended September 30, 2018, we granted 180 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 nine months ended September 30, 2018.
We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $17,901 and $13,437 for the three months ended September 30, 2018 and 2017, respectively, and $47,914 and $33,497 for the nine months ended September 30, 2018 and 2017, 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 September 30, 2018 and December 31, 2017 was $274,610 and $241,521, respectively.  The total unrecognized compensation costs at September 30, 2018 are expected to be recognized over a weighted-average period of 1.84 years.
401(k) Savings Plan
Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation.  We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan.  Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions.  Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution.  We recognized $1,956 and $1,775 in expense during three months ended September 30, 2018 and 2017, respectively, and $5,984 and $5,292 in expense during the nine months ended September 30, 2018 and 2017, respectively, in connection with the Sirius XM Plan.
Sirius XM Holdings Inc. Deferred Compensation Plan
In 2015, we adopted the Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”).  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 September 30, 2018 and 2017 were $236 and $240, respectively, and for the nine months ended September 30, 2018 and 2017 were $7,374 and $7,595, respectively. As of September 30, 2018 and December 31, 2017, the fair value of the investments held in the trust were $23,398 and $14,641, 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 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 administration expense within our unaudited consolidated statements of comprehensive income.  For the three and nine months ended September 30, 2018 and 2017, we recorded an immaterial amount of unrealized gains on investments held in the trust.


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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

(14)
Commitments and Contingencies 
The following table summarizes our expected contractual cash commitments as of September 30, 2018:
 
2018
 
2019
 
2020
 
2021
 
2022

Thereafter

Total
Debt obligations
$
1,094


$
3,936


$
1,207


$
726


$
1,000,000


$
5,618,000


$
6,624,963

Cash interest payments
41,545


343,442


343,412


343,373


343,367


921,685


2,336,824

Satellite and transmission
43,165


105,632


51,138


4,269


2,830


4,690


211,724

Programming and content
64,496


266,625


217,560


123,927


55,475


162,938


891,021

Sales and marketing
10,185


33,314


8,060


7,446


1,644


203


60,852

Satellite incentive payments
4,024


10,652


10,197


8,574


8,558


61,767


103,772

Operating lease obligations
7,816


45,715


46,988


42,770


39,642


178,075


361,006

Royalties and other
45,887


144,411


105,645


86,707


23,199


33


405,882

Total (1)
$
218,212


$
953,727


$
784,207


$
617,792


$
1,474,715


$
6,947,391


$
10,996,044

(1)
The table does not include our reserve for uncertain tax positions, which at September 30, 2018 totaled $7,302.
Debt obligations.    Debt obligations include principal payments on outstanding debt and capital lease obligations.
Cash interest payments.    Cash interest payments include interest due on outstanding debt and capital lease payments through maturity.
Satellite and transmission.    We have entered into agreements with several third parties to design, build, launch and insure two satellites, SXM-7 and 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 brand and are obligated to make payments to sponsors, retailers, automakers and radio manufacturers under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors.
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-3 and XM-4 meeting their fifteen-year design life, which we expect to occur.  Boeing may also be entitled to up to $10,000 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, which is currently not expected to occur.
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, equipment and terrestrial repeaters. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years, and certain leases have options to renew. The effect of the rent holidays and rent concessions are recognized on a straight-line basis over the lease term, including reasonably assured renewal periods.
Royalties and other.    We have entered into certain music royalty arrangements that include fixed payments. We have also entered into various agreements with third parties for general operating purposes. The cost of our common stock acquired in our stock repurchase program but not paid for as of September 30, 2018 was also included in this category.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

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 $45,000 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.

SoundExchange Royalty Claims. On June 7, 2018, Sirius XM entered into an agreement with SoundExchange, Inc., the organization that collects and distributes sound recording royalties pursuant to our statutory license, to settle the cases titled SoundExchange, Inc. v. Sirius XM Radio, Inc., No.13-cv-1290-RJL (D.D.C.), and SoundExchange, Inc. v. Sirius XM Radio, Inc., No.17-cv-02666-RJL (D.D.C.). A description of these actions is contained in our prior public filings. In connection with the settlement, we made a one-time lump sum payment of $150,000 to SoundExchange on July 6, 2018. The settlement resolved all outstanding claims, including ongoing audits, under our statutory license for sound recordings for the period January 1, 2007 through December 31, 2017.

Telephone Consumer Protection Act Suits. On March 13, 2017, Thomas Buchanan, individually and on behalf of all others similarly situated, filed a class action complaint against us in the United States District Court for the Northern District of Texas, Dallas Division. The plaintiff in this action alleges that we violated the Telephone Consumer Protection Act of 1991 (the “TCPA”) by, among other things, making telephone solicitations to persons on the National Do-Not-Call registry, a database established to allow consumers to exclude themselves from telemarketing calls unless they consent to receive the calls in a signed, written agreement, and making calls to consumers in violation of our internal Do-Not-Call registry. The plaintiff is seeking various forms of relief, including statutory damages of five hundred dollars for each violation of the TCPA or, in the alternative, treble damages of up to fifteen hundred dollars for each knowing and willful violation of the TCPA and a permanent injunction prohibiting us from making, or having made, any calls to land lines that are listed on the National Do-Not-Call registry or our internal Do-Not-Call registry. The plaintiff has filed a motion seeking class certification, and that motion is pending. We believe we have substantial defenses to the claims asserted in this action, and we intend to defend this action vigorously.

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.


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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

(15)
Income Taxes
We file a consolidated federal income tax return for all of our wholly-owned subsidiaries, including Sirius XM.  For the three months ended September 30, 2018 and 2017, income tax expense was $11,525 and $108,901, respectively, and $162,344 and $342,387 for the nine months ended September 30, 2018 and 2017, respectively.
Our effective tax rate for the three months ended September 30, 2018 and 2017 was 3.3% and 28.3%, respectively. Our effective tax rate for the nine months ended September 30, 2018 and 2017 was 14.9% and 33.3%, respectively. The effective tax rate for the three and nine months ended September 30, 2018 was primarily impacted by the reduced federal income tax rate as a result of the Tax Cut and Jobs Act (the "Tax Act"), the recognition of excess tax benefits related to share based compensation and a benefit related to state research and development credits. The effective tax rate for the three and nine months ended September 30, 2017 was impacted by the recognition of excess tax benefits related to share based compensation and a benefit related to a federal tax credit under the Protecting Americans from Tax Hikes Act of 2015 for research and development activities. We estimate our effective tax rate for the year ending December 31, 2018 will be approximately 17%.
Our accounting for the federal rate reduction under the Tax Act is complete. The Tax Act has significant complexity and implementation guidance from the Internal Revenue Service and clarifications of state tax law, among other things, could impact our accounting for provisions of the Tax Act other than the federal rate reduction within the measurement period as defined in the SEC's Staff Accounting Bulletin No. 118 ("SAB 118"). As such, any resulting potential adjustments within the measurement period remain open under SAB 118. We do not believe potential adjustments in future periods will materially impact our financial condition or results of operations.
As of September 30, 2018 and December 31, 2017, we had a valuation allowance related to deferred tax assets of $65,878 and $52,883, respectively, that were not likely to be realized due to certain net operating loss limitations, including tax credits, and acquired net operating losses that were not more likely than not going to be utilized.

(16)
Subsequent Events
Capital Return Program
During the period from October 1, 2018 to October 22, 2018, we repurchased 7,902 shares of our common stock on the open market for an aggregate purchase price of $48,882, including fees and commissions.
On October 9, 2018, our board of directors declared a quarterly dividend on our common stock in the amount of $0.0121 per share of common stock payable on November 30, 2018 to stockholders of record as of the close of business on November 9, 2018.
Pandora Acquisition
The required notification and report under the Hart-Scott-Rodino Antitrust Act was filed on Thursday, October 18, 2018, the “go shop” period under the Merger Agreement expired on Wednesday, October 24, 2018 at 12:01 a.m., and we continue to expect the transaction to close in the first quarter of 2019.

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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
All amounts referenced in this Item 2 are in thousands, except per subscriber and per installation amounts, unless otherwise stated.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2017.
This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. (“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, and "Sirius XM" refers to, our wholly-owned subsidiary Sirius XM Rad