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What changed in Liberty Media Corp's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Liberty Media Corp's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+633 added−839 removedSource: 10-K (2024-02-28) vs 10-K (2023-03-01)

Top changes in Liberty Media Corp's 2023 10-K

633 paragraphs added · 839 removed · 489 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

137 edited+43 added−99 removed113 unchanged
Biggest changeThe Liberty Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which, as of December 31, 2022, include all of the businesses, assets and liabilities of Liberty other than those specifically attributed to the Braves Group or the Liberty SiriusXM Group, including Liberty’s interest in Formula 1, cash, an intergroup interest in the Braves Group, Liberty’s 1% Cash Convertible Notes due 2023 and Liberty’s 2.25% Convertible Senior Notes due 2027.
Biggest changeRisk Factors -- Risks Relating to the proposed Liberty Sirius XM Holdings Split-Off and Merger – “ We (with respect to the Liberty SiriusXM Group) and Liberty Sirius XM Holdings are subject to contractual restrictions while the Transactions are pending, which could adversely affect our business (with respect to the Liberty SiriusXM Group and Liberty Sirius XM Holdings) and could adversely affect Liberty Sirius XM Holdings.” The Liberty Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which, as of December 31, 2023, include Liberty’s interest in Formula 1, cash and Liberty’s 2.25% Convertible Senior Notes due 2027.
Holders of a tracking stock are also not represented by separate boards of directors. Instead, holders of a tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
Pandora also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services. The Sirius XM Business Programming.
The Pandora and Off-platform business also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services. The Sirius XM Business Programming.
The Sirius XM business aims to be a platform for diverse perspectives and facilitate dialogue on a broad set of issues.
The Sirius XM business aims to be a platform for diverse perspectives and to facilitate dialogue on a broad set of issues.
Sirius XM also reimburses various automakers for certain costs associated with the satellite radios installed in new vehicles, including in certain cases hardware costs, engineering expenses and promotional and advertising expenses. Previously Owned Vehicles . Sirius XM also acquires subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios.
Sirius XM also reimburses various automakers for certain costs associated with the satellite radios installed in new vehicles, including in certain cases hardware costs, engineering expenses and promotional and advertising expenses. Previously Owned Vehicles . Sirius XM acquires subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios.
Sirius XM and Pandora use both statutory and direct music licenses as part of their businesses. Sirius XM Holdings licenses varying rights - such as performance and mechanical rights - for use in its Sirius XM and Pandora businesses based on the various radio and interactive services they offer.
Sirius XM and Pandora use both statutory and direct music licenses as part of their businesses. Sirius XM Holdings licenses varying rights – such as performance and mechanical rights – for use in its Sirius XM and Pandora services based on the various radio and interactive services they offer.
Live Nation sells tickets for its events and also for third-party clients across multiple live event categories, providing ticketing services for leading arenas, stadiums, amphitheaters, music clubs, concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters. Live Nation sells tickets through websites, mobile apps and ticket outlets.
Live Nation sells tickets for its events and also for third-party clients across multiple live event categories, providing ticketing services for leading arenas, stadiums, amphitheaters, music clubs, concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters. Live Nation sells tickets through mobile apps, websites, and ticket outlets.
To be eligible to compete, a Team is responsible for the design and manufacturing of certain key parts of its cars, including the chassis. Currently, the Teams are supplied race engines by one of Ferrari, Mercedes, Renault or Red Bull Powertrains, with Audi committing to become an engine supplier beginning in the 2026 season.
To be eligible to compete, a Team is responsible for the design and manufacturing of certain key parts of its cars, including the chassis. Currently, the Teams are supplied race engines by one of Ferrari, Mercedes, Renault or Red Bull Powertrains, with Audi and Honda committing to become an engine supplier beginning in the 2026 season.
Sirius XM Holdings also faces competition from streaming and on-demand services, including Amazon Prime, Apple Music, Spotify and YouTube. Major online providers make high fidelity digital streams available at no cost or, in some cases, for less than the cost of a satellite radio subscription.
Sirius XM Holdings also faces competition from streaming and on-demand services, including Amazon Prime, Apple Music, Spotify, TikTok and YouTube. Major online providers make high fidelity digital streams available at no cost or, in some cases, for less than the cost of a satellite radio subscription.
In addition, the audio entertainment marketplace continues to evolve rapidly, with a steady emergence of new media platforms that compete with Sirius XM Holdings’ services now or that could compete with those services in the future. A number of providers compete with Sirius XM’s traffic services, particularly by smartphones offering GPS mapping with sophisticated data-based turn navigation.
In addition, the audio entertainment marketplace continues to evolve rapidly, with a steady emergence of new media platforms that compete with Sirius XM Holdings’ services now or that could compete with those services in the future. A number of providers compete with Sirius XM’s traffic services, particularly smartphones offering GPS mapping with sophisticated data-based turn navigation.
Sirius XM has agreements with major automakers to offer satellite radios in their vehicles. Satellite radios are available as a factory -installed feature in substantially all vehicle makes sold in the U.S. Most automakers include a subscription to Sirius XM’s service in the sale or lease of their new vehicles.
Sirius XM has agreements with major automakers to offer satellite radios in their vehicles. Satellite radios are available as a factory -installed feature in substantially all vehicle makes sold in the U.S. Most automakers include a trial subscription to Sirius XM’s service in the sale or lease of their new vehicles.
The changing market for musical compositions may have an adverse effect on the Sirius XM and Pandora businesses, including increasing costs and limiting the musical works available to them. Sirius XM has arrangements with ASCAP, BMI, SESAC and GMR to license the musical compositions it performs on its satellite radio and streaming services.
The changing market for musical compositions may have an adverse effect on the Sirius XM and Pandora services, including increasing costs and limiting the musical works available to them. Sirius XM has arrangements with ASCAP, BMI, SESAC and GMR to license the musical compositions it performs on its satellite radio and streaming services.
Other Revenue The remainder of Formula 1’s revenue is typically generated from a variety of other sources including facilitating the shipment of cars and equipment to and from events outside of Europe, revenue from the sale of tickets to the Formula One Paddock Club at most Events, support races at Events, various television production activities and other ancillary operations.
Other Revenue The remainder of Formula 1’s revenue is typically generated from a variety of other sources including facilitating the shipment of cars and equipment to and from events outside of Europe, revenue from the sale of tickets to the Paddock Club at most Events, support races at Events, various television production activities and other ancillary operations.
In addition, the FIA may terminate Formula 1’s license if (i) certain Delta Topco Limited (“Delta Topco”) subsidiaries party to the 100-Year Agreements become insolvent; (ii) Formula 1 fails to pay an amount due to the FIA and such non-payment is not cured within 30 days of FIA’s demand for payment; (iii) arbitrators declare that Formula 1 materially breached the 100-Year Agreements and Formula 1 has not paid to the FIA certain penalties to cure such breach; or (iv) Formula 1 changes or removes certain of the FIA’s rights without its prior consent.
In addition, the FIA may terminate the 100-Year Agreements if (i) certain Delta Topco Limited (“Delta Topco”) subsidiaries party to the 100-Year Agreements become insolvent; (ii) Formula 1 fails to pay an amount due to the FIA and such non-payment is not cured within 30 days of FIA’s demand for payment; (iii) arbitrators declare that Formula 1 materially breached the 100-Year Agreements and Formula 1 has not paid to the FIA certain penalties to cure such breach; or (iv) Formula 1 changes or removes certain of the FIA’s rights without its prior consent.
Sirius XM expects that 360L will be included in a majority of vehicles that include Sirius XM functionality in the future. 360L allows Sirius XM to take advantage of advanced in-dash infotainment systems. 360L is intended to leverage the ubiquitous signal coverage and low delivery costs of Sirius XM’s satellite infrastructure with the two-way communication capability of a wireless streaming service to provide consumers seamless access to Sirius XM’s content, including Sirius XM’s live channels, on demand service, podcasts and even more personalized music services.
Sirius XM expects that 360L will be included in a majority of vehicles that include Sirius XM functionality in the future. 360L allows Sirius XM to take advantage of advanced in-dash infotainment systems. 360L is intended to leverage the ubiquitous signal coverage and low delivery costs of Sirius XM’s satellite infrastructure with the two-way communication capability of a wireless streaming service to provide consumers seamless access to Sirius XM’s content, including Sirius XM’s live channels, on demand service, podcasts and personalized music services.
Formula 1 also generates revenue from a variety of other sources, including the operation of the Formula 1 Paddock Club hospitality program (the “Paddock Club”), freight, logistical and travel related services for the Teams and other third parties, the F2 and F3 race series, which run principally as support races during Event weekends, various television production and post-production activities, digital and social media activities and revenue from other licensing of the commercial rights associated with the Formula 1 brand.
Formula 1 also generates revenue from a variety of other sources, including the operation of the Formula 1 Paddock Club hospitality program (the “Paddock Club”), freight, logistical and travel related services for the Teams and other third parties, the F2 and F3 race series, which run principally as support races during Event weekends, F1 Academy, various television production and post-production activities, digital and social media activities and revenue from other licensing of the commercial rights associated with the Formula 1 brand.
In such a situation, Liberty’s management and the Board of Directors would have several approaches at their disposal, including, but not limited to, the conversion of the Liberty SiriusXM common stock into another tracking stock of Liberty, the reattribution of assets and liabilities among Liberty’s tracking stock groups or the restructuring of Liberty’s tracking stocks to either create a new tracking stock structure or eliminate it altogether.
In such a situation, Liberty’s management and board of directors (the “Board of Directors”) would have several approaches at their disposal, including, but not limited to, the conversion of the Liberty SiriusXM common stock into another tracking stock of Liberty, the reattribution of assets and liabilities among Liberty’s tracking stock groups or the restructuring of Liberty’s tracking stocks to either create a new tracking stock structure or eliminate it altogether.
SXM Media has a reach of more than 150 million listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America. SXM Media also serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud Holdings, LLC and NBCUniversal.
SiriusXM Media also serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud Holdings, LLC and NBCUniversal. SiriusXM Media has a reach of more than 150 million listeners and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.
Formula 1’s media rights revenue is primarily generated from: (a) free-to-air television broadcasts, which are received by the end user without charge (other than any television license fee), and non-premium cable, satellite and other broadcasts, which are received as part of a subscriber’s basic package (together, “free-to-air television”); (b) premium and pay-per-view cable and satellite broadcasts, where the subscriber pays a premium fee to receive programming on a package or per-event basis (“pay television”) and (c) subscription revenue from Formula 1’s own direct-to-consumer over-the-top broadcast product F1TV.
Formula 1’s media rights revenue is primarily generated from: (a) free-to-air television broadcasts, which are received by the end user without charge (other than any television license fee), and non-premium cable, satellite and other broadcasts, which are received as part of a subscriber’s basic package (together, “free-to-air television”); (b) premium and pay-per-view cable and satellite broadcasts, where the subscriber pays a premium fee to receive programming on a package or per-event basis (“pay television”) and (c) subscription revenue from Formula 1’s own direct-to-consumer over-the-top broadcast product F1 TV.
The World Championship, which has been held every year since 1950 and takes place on high profile iconic circuits, is a global series with a varying number of events (“Events”) taking place in different countries around the world each season. The 2022 World Championship calendar was originally scheduled to have 23 Events.
The World Championship, which has been held every year since 1950 and takes place on high profile iconic circuits, is a global series with a varying number of events (“Events”) taking place in different countries around the world each season. The 2023 World Championship calendar was originally scheduled to have 23 Events.
Sirius XM also offers a suite of data services that includes graphical weather, fuel prices, sports schedules and scores and movie listings, a traffic information service that includes information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time weather services in vehicles, boats and planes.
Sirius XM also offers a suite of data services that includes graphical weather, fuel prices, sports schedules and scores and movie listings, a traffic information service that includes information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time weather services in vehicles, boats and airplanes.
Subscribers to the DISH Network satellite television service are not included in Sirius XM’s subscriber count and subscribers to Sirius XM’s Travel Link, real-time traffic services and real-time weather services are not included in Sirius XM’s subscriber count, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to Sirius XM’s service.
Subscribers to the DISH Network satellite television service are not included in subscriber counts and subscribers to Sirius XM’s Travel Link, real-time traffic services and real-time weather services are not included in subscriber counts, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to Sirius XM’s service.
Live Nation typically experiences higher revenue in the second and third quarters as a large portion of sponsorships are typically associated with its outdoor venues and festivals which are primarily used in, or occur from, May through October. ​ Terms of Live Nation Investment At December 31, 2022, we beneficially owned approximately 69.6 million shares of Live Nation common stock, which represented approximately 31% of the issued and outstanding shares as of December 31, 2022.
Live Nation typically experiences higher revenue in the second and third quarters as a large portion of sponsorships are typically associated with its outdoor venues and festivals which are primarily used in, or occur from, May through October. ​ Terms of Live Nation Investment At December 31, 2023, we beneficially owned approximately 69.6 million shares of Live Nation common stock, which represented approximately 30% of the issued and outstanding shares as of December 31, 2023.
Holders of tracking stock have no direct claim to the group’s stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a company, such as Sirius XM Holdings or Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, such as the Liberty SiriusXM Group.
Holders of tracking stock have no direct claim to the group’s stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty SiriusXM Group.
SXM-7 remains in-orbit at its assigned orbital location, but is not being used to provide satellite radio service. Sirius XM has entered into agreements for the design and construction of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12. Sirius XM has also entered into agreements to launch two of those satellites.
SXM-7 remains in-orbit at its assigned orbital location, but is not being used to provide satellite radio service. Sirius XM has entered into agreements for the design, construction and launch of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12.
SXM Media is the exclusive advertising sales representative for the Sirius XM, Pandora and Stitcher platforms. In addition to subscription fees, Sirius XM derives revenue from advertising on select non-music channels. Pandora’s primary source of revenue is the sale of audio, display and video advertising for connected device platforms, including computers and mobile devices.
SiriusXM Media is the exclusive advertising sales representative for the Sirius XM and Pandora platforms. In addition to subscription fees, Sirius XM derives revenue from advertising on select non-music channels. Pandora’s primary source of revenue is the sale of audio, display and video advertising for connected device platforms, including computers and mobile devices.
Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).
Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).
AdsWizz’s advertising technology also includes ad campaign monitoring tools and other audio advertising products, such as audio formats that enable consumers to trigger an action while listening to an ad as well as other personalization-based technology. AdsWizz’s technology is employed by Pandora in its ad-supported business as well as by third party customers.
AdsWizz’s advertising technology also includes ad campaign monitoring tools and other audio advertising products, such as audio formats that enable consumers to trigger an action while listening to an ad as well as other personalization-based technology. AdsWizz’s technology is employed by the Pandora and Off-platform business in its ad-supported business as well as by third party customers.
The information contained on our website and the websites of our subsidiaries and affiliated businesses mentioned throughout this report is not incorporated by reference herein. ​ I-27 Table of Contents
The information contained on our website and the websites of our subsidiaries and affiliated businesses mentioned throughout this report is not incorporated by reference herein. ​ I-25 Table of Contents
Sponsorship. Sponsorship revenue comprised 16.9%, 15.7% and 18.3% of Formula 1’s total revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Formula 1 sells Event-based sponsorship in the form of trackside advertising and race title sponsorship packages. In addition, sponsors can acquire status as a Global Partner of Formula 1 and/or Official Supplier to Formula 1.
Sponsorship. Sponsorship revenue comprised 18.0%, 16.9% and 15.7% of Formula 1’s total revenue for the years ended December 31, 2023, 2022 and 2021, respectively. Formula 1 sells Event-based sponsorship in the form of trackside advertising and race title sponsorship packages. In addition, sponsors can acquire status as a Global Partner of Formula 1 and/or Official Supplier to Formula 1.
The requirements and procedures for obtaining such permits vary by country and they may involve the completion of written formalities or I-18 Table of Contents the inspection by the relevant governmental authority of all equipment to be operated with a radio frequency. Permits are typically issued subject to conditions, which Formula 1 has generally been able to satisfy.
The requirements and procedures for obtaining such permits vary by country and they may involve the completion of written formalities or the inspection by the relevant governmental authority of all equipment to be operated with a radio frequency. Permits are typically issued subject to conditions, which Formula 1 has generally been able to satisfy.
These advertiser and sponsor contracts typically have a term of three to five years I-15 Table of Contents (but may on occasion be of longer duration). Payments often increase each year based on a fixed amount, a fixed percentage or in accordance with the U.S. or European consumer price index or another agreed metric.
These advertiser and sponsor contracts typically have a term of three to five years (but may on occasion be of longer duration). Payments often increase each year based on a fixed amount, a fixed percentage or in accordance with the U.S. or European consumer price index or another agreed metric.
As part of a wider program of diversity and inclusion initiatives, Formula 1 has also committed to creating employment opportunities for those from disadvantaged socio-economic backgrounds by offering apprenticeships and internships across the business. Compensation and Benefits Liberty and its subsidiaries aim to provide attractive compensation and benefits programs for their employees.
As part of a wider program of diversity and inclusion initiatives, Formula 1 has also I-24 Table of Contents committed to creating employment opportunities for those from disadvantaged socio-economic backgrounds by offering apprenticeships and internships across the business. Compensation and Benefits Liberty and its subsidiaries aim to provide attractive compensation and benefits programs for their employees.
Teams The Teams are the participants in the World Championship and its Events, competing for the annual Constructors’ Championship, and their drivers compete for the annual Drivers’ Championship. There were 10 Teams competing in the 2022 World Championship.
Teams The Teams are the participants in the World Championship and its Events, competing for the annual Constructors’ Championship, and their drivers compete for the annual Drivers’ Championship. There were 10 Teams competing in the 2023 World Championship.
The online advertising marketplace continues to evolve rapidly, particularly with the introduction of new digital advertising technologies and expanding capabilities of larger internet companies. I-25 Table of Contents With respect to Formula 1, the World Championship competes with many alternative forms of entertainment, such as other sporting and live events, for television viewership, live attendance and advertising.
The online advertising marketplace continues to evolve rapidly, particularly with the introduction of new digital advertising technologies and expanding capabilities of larger internet companies. With respect to Formula 1, the World Championship competes with many alternative forms of entertainment, such as other sporting and live events, for television viewership, live attendance and advertising.
Licenses and Permits Formula 1 is required to obtain permits for the allocation and use of radio frequencies which are necessary for the operation of live camera and other equipment used in the production of live television images and also in live radio communications used by Formula 1, the FIA, the Teams (including car to pit radio transmissions) and the emergency services.
Licenses and Permits Formula 1 is required to obtain permits for the allocation and use of radio frequencies which are necessary for the operation of live camera and other equipment used in the production of live television images and also in live radio I-19 Table of Contents communications used by Formula 1, the FIA, the Teams (including car to pit radio transmissions) and the emergency services.
The 2021 Concorde Agreement provides, among other things, for the participation of the Teams in the World Championship during the term of that agreement, and provides for Formula 1 to make certain Prize Fund payments to the Teams based on their performance in the Constructors’ Championship and other principles (such as success and heritage in Formula 1).
I-18 Table of Contents The 2021 Concorde Agreement provides, among other things, for the participation of the Teams in the World Championship during the term of that agreement, and provides for Formula 1 to make certain Prize Fund payments to the Teams based on their performance in the Constructors’ Championship and other principles (such as success and heritage in Formula 1).
Certain of Sirius XM Holdings’ services are also subject to laws in the U.S. and abroad pertaining to privacy of user data and other information, including the California Consumer Privacy Act and the European General Data Protection Regulation. Sirius XM Holdings’ Privacy Policies and customer agreements describe its practices.
Certain of Sirius XM Holdings’ services are also subject to I-21 Table of Contents laws in the U.S. and abroad pertaining to privacy of user data and other information, including the California Consumer Privacy Act and the European General Data Protection Regulation. Sirius XM Holdings’ Privacy Policies and customer agreements describe its practices.
Under the statutory license, Sirius XM Holdings may negotiate royalty arrangements with the owners of sound recordings or, if negotiation is unsuccessful, the royalty rate is established by the CRB. Sound recording rights holders, typically large record companies, are primarily represented by SoundExchange, Inc.
Under the statutory license, Sirius XM Holdings may negotiate royalty arrangements with the owners of sound recordings or, if negotiation is unsuccessful, the royalty rate is established by the Copyright Royalty Board (the “CRB”). Sound recording rights holders, typically large record companies, are primarily represented by SoundExchange, Inc.
The E.C. issued a press release in October 2003 stating that it was satisfied that Formula 1 had complied with the modified practices and terms that had led to its issuing the 2001 comfort letters and that it had ended its monitoring of Formula 1’s compliance.
The E.C. issued I-22 Table of Contents a press release in October 2003 stating that it was satisfied that Formula 1 had complied with the modified practices and terms that had led to its issuing the 2001 comfort letters and that it had ended its monitoring of Formula 1’s compliance.
Sirius XM Holdings is focused on increasing female and minority representation at all levels of its organization, and I-26 Table of Contents recruits talent in diverse communities, including by engaging as a sponsor of professional conferences focused on diverse talent, creating employment opportunities and offering leadership development.
Sirius XM Holdings is focused on increasing female and minority representation at all levels of its organization, and recruits talent in diverse communities, including by engaging as a sponsor of professional conferences focused on diverse talent, creating employment opportunities and offering leadership development.
The 2021 Concorde Agreement between Formula 1, the FIA and the Teams define the terms of the Team’s participation in the World Championship (for further detail, see “— Key Commercial Agreements—Concorde Agreement ” below.) Drivers One of the distinctive features of the World Championship is the celebrity and diversity of its drivers.
The 2021 Concorde Agreement between Formula 1, the FIA and the Teams define the terms of the Team’s participation in the World Championship (for further detail, see “— Key Commercial Agreements—Concorde Agreement ” below.) I-17 Table of Contents Drivers One of the distinctive features of the World Championship is the celebrity and diversity of its drivers.
Sirius XM has developed systems and methods to identify purchasers and lessees of previously owned I-7 Table of Contents vehicles which include satellite radios and has established marketing plans to promote its services to these potential subscribers. Retail . Sirius XM sells satellite radios directly to consumers through its website.
Sirius XM has developed systems and methods to identify purchasers and lessees of previously owned vehicles which include satellite radios and has established marketing plans to promote its services to these potential subscribers. Retail . Sirius XM sells satellite radios directly to consumers through its website.
The rates and terms permit Sirius XM to reduce the payment due each month for those sound recordings directly licensed from copyright owners and exclude from revenue certain other items, such as royalties paid to Sirius XM for intellectual property, sales and use taxes, bad debt expense and generally revenue attributable to areas of Sirius XM’s business that do not involve the use of copyrighted sound recordings.
The rates and terms permit Sirius XM to reduce the payment due each month for those sound recordings that are separately licensed and sound recordings that are I-14 Table of Contents directly licensed from copyright owners and exclude from revenue certain other items, such as royalties paid to Sirius XM for intellectual property, sales and use taxes, bad debt expense and generally revenue attributable to areas of Sirius XM’s business that do not involve the use of copyrighted sound recordings.
As of December 31, 2022, Pandora had approximately 6.2 million subscribers. The majority of revenue from the Pandora and Off-platform business is generated from advertising on Pandora’s ad-supported radio service. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
As of December 31, 2023, Pandora had approximately 6.0 million subscribers. The majority of revenue from the Pandora and Off-platform business is generated from advertising on Pandora’s ad-supported radio service. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
In October 2001, the E.C. issued two comfort I-24 Table of Contents letters to Formula 1 stating that it was no longer under investigation. Comfort letters are not binding on the E.C. and if it believes that there has been a material change in circumstances, further enforcement action could be taken.
In October 2001, the E.C. issued two comfort letters to Formula 1 stating that it was no longer under investigation. Comfort letters are not binding on the E.C. and if it believes that there has been a material change in circumstances, further enforcement action could be taken.
For example, Formula 1 competes for media rights and advertising revenue with other global and regional Tier 1 sports, including the Olympic Games, FIFA World Cup, Champions League and Premier League. Within national markets, Formula 1 competes with local racing events, such as the Indianapolis 500 race and NASCAR in the U.S.
For example, Formula 1 I-23 Table of Contents competes for media rights and advertising revenue with other global and regional Tier 1 sports, including the Olympic Games, FIFA World Cup, Champions League and Premier League. Within national markets, Formula 1 competes with local racing events, such as the Indianapolis 500 race and NASCAR in the U.S.
Patent and Trademark Office in connection with the services it offers. Pandora also has registered the trademark “Pandora” in Australia, Canada, Chile, the European Union, India, Israel, Mexico, New Zealand, Switzerland, Taiwan and other countries, and the trademark “Music Genome Project” in Australia, Canada, China and New Zealand.
Patent and Trademark Office in connection with the services it offers. Pandora also has registered the trademark “Pandora” in Australia, Canada, Chile, the E.U., India, Israel, Mexico, New Zealand, Switzerland, Taiwan and other countries, and the trademark “Music Genome Project” in Australia, Canada, China and New Zealand.
Sirius XM also has arrangements with various services and consumer electronics manufacturers to include the Sirius XM streaming functionality with their service and devices. 360L. Sirius XM’s next generation automotive platform, which it calls “360L,” combines Sirius XM’s satellite and streaming services into a single, cohesive in-vehicle entertainment experience.
In addition, Sirius XM has arrangements with various services and consumer electronics manufacturers to include the Sirius XM streaming functionality with their service and devices. 360L. Sirius XM’s advanced automotive platform, which it calls “360L,” combines Sirius XM’s satellite and streaming services into a single, cohesive in-vehicle entertainment experience.
The on-demand experience provides listeners with the ability to search, play and collect songs and albums, download content for offline listening, build playlists, listen to curated playlists and share playlists on social networks. Listeners can also create partial playlists that Pandora can complete based on the listener’s I-10 Table of Contents activity.
The on-demand experience provides listeners with the ability to search, play and collect songs and albums, download content for offline listening, build playlists, listen to curated playlists and share playlists on social networks. Listeners can also create partial playlists that Pandora can complete based on the listener’s activity.
AdsWizz’s third party customers include well-known music platforms, podcasts and broadcasting groups worldwide. I-11 Table of Contents Simplecast Pandora, through its Simplecast business, also offers a podcast management and analytics platform. Simplecast complements AdsWizz’s advertising technology platform, offering podcasters a solution for management, hosting, analytics and advertising sales.
AdsWizz’s third party customers include well-known music platforms, podcasts and broadcasting groups worldwide. Simplecast Pandora, through its Simplecast business, also offers a podcast management and analytics platform. Simplecast complements AdsWizz’s advertising technology platform, offering podcasters a solution for management, hosting, analytics and advertising sales.
While the Liberty SiriusXM Group, Liberty Braves Group (the “Braves Group”) and Liberty Formula One Group (the “Formula One Group”) have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements.
While the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements.
Sirius XM’s satellite radio systems have three principal components: satellites, terrestrial repeaters and other satellite facilities; studios; and radios. Satellites, Terrestrial Repeaters and Other Satellite Facilities Satellites . Sirius XM provides its service through a fleet of orbiting geostationary satellites.
I-9 Table of Contents Sirius XM’s satellite radio systems have three principal components: satellites, terrestrial repeaters and other satellite facilities; studios; and radios. Satellites, Terrestrial Repeaters and Other Satellite Facilities Satellites . Sirius XM provides its service through a fleet of orbiting geostationary satellites.
Sirius XM Holdings competes against other connected vehicle service providers for automaker arrangements on the basis of innovation, service quality and reliability, technical capabilities and system customization, scope of service, industry experience, past performance and price.
Sirius XM Holdings competes against other connected vehicle service providers for automaker arrangements on the basis of innovation, service quality and reliability, marketing and other customer relationship management services, technical capabilities and system customization, scope of service, industry experience, past performance and price.
Sirius XM has agreements with many automakers to deploy its 360L interface in a variety of vehicles. In 2022, the 360L platform was included in approximately 110 vehicles models manufactured for sale in the U.S.
Sirius XM has agreements with many automakers to deploy its 360L interface in a variety of vehicles. In 2023, the 360L platform was included in approximately 129 vehicle models manufactured for sale in the U.S.
Ad-Supported Radio Service Pandora offers an ad-supported radio service which allows listeners to access its catalog of music, comedy, live streams and podcasts through personalized stations. This service is free across all platforms and generates stations specific to each listener. Each listener can personalize their stations by adding variety to the content.
Ad-Supported Radio Service Pandora offers an ad-supported radio service which allows listeners to access its catalog of music, comedy, live streams and podcasts through personalized stations. This service is free across all platforms and generates stations specific to each listener. Each listener can personalize their experience by adding selected artists and songs to their stations.
I-23 Table of Contents Regulatory Matters Sirius XM Holdings Sirius XM Holdings is subject to a number of foreign and domestic laws and regulations relating to consumer protection, information security and data protection.
Regulatory Matters Sirius XM Holdings Sirius XM Holdings is subject to a number of foreign and domestic laws and regulations relating to consumer protection, information security and data protection.
Sirius XM manages various aspects of the production of satellite radios. To facilitate the sale of radios, Sirius XM may subsidize a portion of the radio manufacturing costs to reduce the hardware price to consumers. Connected Vehicle Services Sirius XM provides connected vehicle services to several automakers.
To facilitate the sale of radios, Sirius XM may subsidize a portion of the radio manufacturing costs to reduce the hardware price to consumers. Connected Vehicle Services Sirius XM provides connected vehicle services to several automakers.
Formula 1 is responsible for the commercial exploitation and development of the World Championship, in the course of which it coordinates and transacts with the Fédération Internationale de l’Automobile (“FIA”), the governing body and regulator of world motor sport, the Teams, the race promoters that stage Events, various media organizations worldwide, as well as advertisers and sponsors.
Formula 1 is responsible for the commercial exploitation and development of the World Championship, in the course of which it coordinates and transacts with the FIA, the governing body and regulator of world motor sport, the Teams, the race promoters that stage Events, various media organizations worldwide, as well as advertisers and sponsors.
Set forth below is a brief overview of the music composition and sound recording licenses employed by Sirius XM and Pandora. These music licensing arrangements are complex and the description below is only a summary of these complicated licensing schemes.
Set forth below is a brief overview of the music composition and sound recording licenses employed by the Sirius XM and Pandora services. I-13 Table of Contents These music licensing arrangements are complex and the description below is only a summary of these complicated licensing arrangements.
I-17 Table of Contents Key Provisions As discussed above, the 2021 Concorde Agreement establishes a Prize Fund, establishes procedures for setting the World Championship calendar, and provides for certain termination rights.
Key Provisions As discussed above, the 2021 Concorde Agreement establishes a Prize Fund, establishes procedures for setting the World Championship calendar, and provides for certain termination rights.
Formula 1 Formula 1 holds the exclusive commercial rights with respect to the FIA Formula One World Championship (the “World Championship”), an annual, approximately nine-month long, motor race-based competition in which teams (the “Teams”) compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship.
Formula 1 Formula 1 holds the exclusive commercial rights with respect to the Fédération Internationale de l’Automobile (“FIA”) Formula One World Championship (the “World Championship”), an annual, approximately nine-month long, motor race-based competition in which teams (the “Teams”) compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship.
Sirius XM also derives revenue from advertising on select non-music channels, direct sales of Sirius XM’s satellite radios and accessories, and other ancillary services. As of December 31, 2022, Sirius XM had approximately 34.3 million subscribers. I-5 Table of Contents In addition to Sirius XM’s audio entertainment businesses, it provides connected vehicle services to several automakers.
Sirius XM also derives revenue from advertising on select non-music channels, direct sales of Sirius XM’s satellite radios and accessories, and other ancillary services. As of December 31, 2023, Sirius XM had approximately 33.9 million subscribers. In addition to Sirius XM’s audio entertainment businesses, it provides connected vehicle services to several automakers.
Two of these satellites, FM-5 and FM-6, transmit Sirius XM’s service on frequencies originally licensed by the FCC to Sirius, and two of these satellites, XM-5 and SXM-8, transmit its service on frequencies originally licensed by the FCC to XM. The XM-3 and XM-4 satellites serve as spares for the XM system.
Two of these satellites, FM-5 and FM-6, transmit Sirius XM’s service on frequencies originally licensed by the FCC to Sirius, and two of these satellites, XM-5 and SXM-8, transmit its service on frequencies originally licensed by the FCC to XM. The XM-3 satellite serves as a spare for the XM system.
On November 14, 2022, stockholders of LMAC approved an amendment to LMAC’s certificate of incorporation which allowed LMAC to unwind and redeem all of its outstanding public shares prior to December 30, 2022. The redemption was completed during December 2022 and LMAC was subsequently dissolved.
On November 14, 2022, stockholders of LMAC approved an amendment to LMAC’s certificate of incorporation which allowed LMAC to unwind and redeem all of its outstanding public shares prior to December 30, 2022.
In November 2022, Formula 1 announced the launch of the F1 Academy series, an all-female driver category, to develop and prepare young female drivers to progress to higher levels of competition.
In 2023, Formula 1 launched the F1 Academy series, an all-female driver category, to develop and prepare young female drivers to progress to higher levels of competition.
Sirius XM’s service also includes a library of podcasts, some of which are exclusive to its service, and other on demand content. Sirius XM’s streaming service is included as part of the vast majority of Sirius XM’s packages, including the Music and Entertainment and Platinum plans.
Sirius XM’s service also includes a library of podcasts, some of which are exclusive to its service, and other on demand content. I-8 Table of Contents Sirius XM’s streaming service is included as part of the vast majority of Sirius XM’s satellite radio subscription plans, including the Music Showcase, Music and Entertainment and Platinum plans.
Pandora Premium also includes a “share” feature where consumers can share their stations, songs, albums, podcasts or playlists through social media, messaging applications and email. SXM Media SXM Media is a combined sales group, spanning its Sirius XM, Pandora, and Stitcher audio entertainment platforms and services.
Pandora Premium also includes a “share” feature where consumers can share their stations, songs, albums, podcasts or playlists through social media, messaging applications and email. SiriusXM Media SiriusXM Media is an advertising sales group, spanning its SiriusXM and Pandora audio entertainment services.
Human Capital Resources General As of December 31, 2022, we had 83 corporate employees, and our consolidated subsidiaries had an aggregate of approximately 7,200 full and part-time employees. We believe that our employee relations are good.
Human Capital Resources General As of December 31, 2023, we had 86 corporate employees, and our consolidated subsidiaries had an aggregate of approximately 6,400 full and part-time employees. We believe that our employee relations are good.
Sirius XM is not aware of any material I-13 Table of Contents claims of infringement or other challenges to its right to use the “Sirius”, “XM”, “SiriusXM” or “SXM” trademarks in the U.S. Sirius XM also has registered, and intends to maintain, trademarks for the names of certain of its channels.
Patent and Trademark Office in connection with the services it offers. Sirius XM is not aware of any material claims of infringement or other challenges to its right to use the “Sirius”, “XM”, “SiriusXM” or “SXM” trademarks in the U.S. Sirius XM also has registered, and intends to maintain, trademarks for the names of certain of its channels.
In 1997, Sirius XM was the winning bidder for FCC licenses to operate a satellite digital audio radio service and provide other ancillary services. Sirius XM’s FCC licenses for its Sirius satellites expire in 2025 and 2030. Sirius XM’s FCC licenses for its XM satellites expire in 2023, 2026 and 2029.
In 1997, Sirius XM was the winning bidder for FCC licenses to operate a satellite digital audio radio service and provide other ancillary services. Sirius XM’s FCC licenses for its FM-5 satellite expires in 2025, FM-6 satellite expires in 2030, XM-3 satellite expires in 2026, XM-5 satellite expires in 2026 and SXM-8 satellite expires in 2029.
Race promoters generate revenue from ticket sales and sometimes from concessions, secondary hospitality offerings (other than the Paddock Club), local sponsorship opportunities and on-site activations. Tickets are sold by the promoters for the entire Event weekend or individual days. Media Rights.
Race promoters are generally circuit owners, local and national automobile clubs, special event organizers or governmental bodies. Race promoters generate revenue from ticket sales and sometimes from concessions, secondary hospitality offerings (other than the Paddock Club), local sponsorship opportunities and on-site activations. Tickets are sold by the promoters for the entire Event weekend or individual days.
Differences in nationalities, temperaments and racing styles form part of the attractive mosaic of Formula 1. The success of a local driver also impacts the television viewership and revenue generated from that country or region. High profile drivers from the U.K.
Differences in nationalities, temperaments and racing styles form part of the attractive mosaic of Formula 1. The success of a local driver also impacts the television viewership and revenue generated from that country or region. High profile drivers from the U.K. (Hamilton), the Netherlands (Verstappen) and Spain (Alonso) have helped grow and sustain the Formula 1 business in those countries.
Any assignment or transfer of control of Sirius XM’s FCC licenses must be approved by the FCC. The FCC’s order approving its merger with XM Satellite Radio Holdings Inc. in July 2008 requires Sirius XM to comply with certain voluntary commitments it made as part of the FCC merger proceeding. Sirius XM believes it complies with those commitments.
The FCC’s order approving its merger with XM Satellite Radio Holdings Inc. in July 2008 requires Sirius XM to comply with certain voluntary commitments it made as part of the FCC merger proceeding. Sirius XM believes it complies with those commitments.
Formula 1’s key broadcasters include Sky (pay television) in the U.K., Sky Deutschland (pay television) in Germany, Sky Italia (pay television) in Italy, Movistar and DAZN (pay television) in Spain, ESPN (pay television) in Pan Latin America, Canal+ (pay television) in France, Bandeirantes (free-to-air and pay television) in Brazil, Viaplay (free-to-air and pay television) in Denmark, Finland, Norway, Sweden, Netherlands and Viaplay (pay television) in Iceland, Estonia, Lithuania and Lativa, ESPN and ESPN Deportes (pay television) in the U.S., Fox Sports (pay television) in Pan Asia (until the end of September 2021, replaced by three free-to-air and pay television agreements and seven pay television agreements across the region) and MBC and SSC (free-to-air and pay television) in the Middle East and North Africa.
Formula 1’s key broadcasters include Sky (pay television) in the U.K., Sky Deutschland (pay I-16 Table of Contents television) in Germany, Sky Italia (pay television) in Italy, Movistar and DAZN (pay television) in Spain, ESPN (pay television) in Pan Latin America, Canal+ (pay television) in France, Bandeirantes (free-to-air and pay television) in Brazil, Viaplay (free-to-air and pay television) in Denmark, Finland, Norway, Sweden, Netherlands and Poland, Viaplay (pay television) in Iceland, Estonia, Lithuania and Lativa, ESPN and ESPN Deportes (pay television) in the U.S., beIN Sports (pay television) in Pan Asia and MBC and SSC (free-to-air and pay television) in the Middle East and North Africa.
Certain of these services include advanced functionality, such as personalization and customization, and allow the user to access large libraries of content. These services, in some instances, are also offered through devices sold by the service providers including Apple, Google and Amazon.
Certain of these services include advanced functionality, such as personalization and customization, and allow the user to access large libraries of content. These services, in some instances, are also offered through devices sold by the service providers including Apple, Google and Amazon. These services compete with Sirius XM Holdings’ services, at home, in vehicles, and wherever audio entertainment is consumed.
Sirius XM’s streaming product currently features: the broad range of music, sports, talk, news and entertainment channels available on satellite radio; access to over 200 additional music channels, which it refers to as Xtra Music Channels; and video content, including video from The Howard Stern Show and performances and interviews from Sirius XM’s archives, including in-studio performances and behind-the-scenes moments with artists, personalities and newsmakers.
Sirius XM’s streaming service currently features: the broad range of music, sports, talk, news and entertainment channels available on satellite radio, access to over 200 additional music channels, on-demand new and archive episodes of SiriusXM shows and specials and video content, including video from The Howard Stern Show, encompassing in-studio performances, interviews and behind-the-scenes moments with artists, personalities and newsmakers.
The FCC has established rules governing terrestrial repeaters and has granted Sirius XM a license through 2027 to operate its repeater network. In certain cases, Sirius XM obtains FCC certifications for satellite radios, including satellite radios that include FM modulators. Sirius XM believes its radios that are in production comply with all applicable FCC rules.
In some areas, Sirius XM has installed terrestrial repeaters to supplement its satellite signal coverage. The FCC has established rules governing terrestrial repeaters and has granted Sirius XM a license through 2027 to operate its repeater network. In certain cases, Sirius XM obtains FCC certifications for satellite radios, including satellite radios that include FM modulators.
Pandora maintains a portfolio of proprietary advertising technologies which include order management, advertising serving and timing, native advertising formats, targeting and reporting. Pandora provides advertisers with the ability to target and connect with listeners based on various criteria including age, gender, geographic location and content preferences. Stitcher Stitcher licenses original podcasts from their creators and operates content networks.
The Pandora and Off-platform business maintains a portfolio of proprietary advertising technologies which include order management, advertising serving and timing, native advertising formats, targeting and reporting. I-12 Table of Contents Pandora provides advertisers with the ability to target and connect with listeners based on various criteria including age, gender, geographic location and content preferences.
Following the Split-Off, the Company intends to reclassify its then-outstanding shares of common stock into three new tracking stocks to be designated Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provide for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”).
On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks — Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe have announced our intention to split-off our Braves Group into an independent, publicly-traded company and to create a new third tracking stock group, Liberty Live Group, through the reclassification of all of our remaining common stock, which includes the Liberty SiriusXM Group and the Formula One Group (the “Reclassification” and, together with the Split-Off, the “Transactions”) in the first half of 2023, subject to the satisfaction of certain conditions, including obtaining certain requisite approvals of the holders of our common stock, the receipt of opinions of tax counsel and other regulatory approvals.
Biggest changeWe have announced our intention to split-off our Liberty SiriusXM Group (the “Liberty Sirius XM Holdings Split-Off”) into an independent, publicly-traded company, Liberty Sirius XM Holdings, and combine it with Sirius XM Holdings through a merger of Merger Sub with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”) early in the third quarter of 2024, subject to the satisfaction of certain conditions, including obtaining certain requisite approvals of the holders of Series A and Series B Liberty SiriusXM common stock, the receipt of opinions of tax counsel, certain regulatory approvals and other customary closing conditions.
These agreements also require automakers to provide Sirius XM Holdings data on sales of satellite radio enabled vehicles, including in many cases the consumer’s name and address. Sirius XM Holdings’ business could be adversely affected if automakers do not continue to include its Sirius XM service in their products or provide Sirius XM Holdings with such data.
Many of these agreements also require automakers to provide Sirius XM Holdings data on sales of satellite radio enabled vehicles, including in many cases the consumer’s name and address. Sirius XM Holdings’ business could be adversely affected if automakers do not continue to include its Sirius XM service in their products or provide Sirius XM Holdings with such data.
Pursuant to the terms of Liberty’s restated certificate of incorporation (its “charter”), Liberty’s board of directors may determine that it is in the best interest of all of Liberty’s stockholders to effect a redemptive split-off whereby all or a portion of the outstanding shares of a particular tracking stock would be redeemed for shares of common stock of a subsidiary (“Splitco”) that holds all or a portion of the assets and liabilities attributed to such tracking stock group subject to the approval of only the holders of the tracking stock to be redeemed.
Pursuant to the terms of Liberty’s restated certificate of incorporation (its “Charter”), the Board of Directors may determine that it is in the best interest of all of Liberty’s stockholders to effect a redemptive split-off whereby all or a portion of the outstanding shares of a particular tracking stock would be redeemed for shares of common stock of a subsidiary (“Splitco”) that holds all or a portion of the assets and liabilities attributed to such tracking stock group subject to the approval of only the holders of the tracking stock to be redeemed.
As contemplated by both the charter and the management and allocation policies designed to assist Liberty in managing and separately presenting the businesses and operations attributed to our tracking stock groups, Liberty’s board of directors is vested with the discretion to reattribute assets and liabilities from one tracking stock group to another tracking stock group without the approval of any of its stockholders, and the only limitations on its exercise of such discretion are that the reattribution be in the best interest of all of Liberty’s stockholders and that the reattribution be done on a fair value basis.
As contemplated by both the Charter and the management and allocation policies designed to assist Liberty in managing and separately presenting the businesses and operations attributed to our tracking stock groups, the Board of Directors is vested with the discretion to reattribute assets and liabilities from one tracking stock group to another tracking stock group without the approval of any of its stockholders, and the only limitations on its exercise of such discretion are that the reattribution be in the best interest of all of Liberty’s stockholders and that the reattribution be done on a fair value basis.
Our board of directors believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweighs any perceived advantages of adopting additional specific procedures in advance. Our board of directors may change the management and allocation policies to the detriment of one or more groups without stockholder approval.
The Board of Directors believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweighs any perceived advantages of adopting additional specific procedures in advance. Our Board of Directors may change the management and allocation policies to the detriment of one or more groups without stockholder approval.
These policies also set forth the initial focuses and strategies of these groups and the initial attribution of our businesses, assets and liabilities among them. These policies are not included in the current charter. Our board of directors may at any time change or make exceptions to these policies.
These policies also set forth the initial focuses and strategies of these groups and the initial attribution of our businesses, assets and liabilities among them. These policies are not included in the current Charter. The Board of Directors may at any time change or make exceptions to these policies.
Principles of Delaware law and the provisions of our current charter may protect decisions of our board of directors that have a disparate impact upon holders of shares of stock relating to a particular group, or upon holders of any series of stock relating to a particular group.
Principles of Delaware law and the provisions of our current Charter may protect decisions of the Board of Directors that have a disparate impact upon holders of shares of stock relating to a particular group, or upon holders of any series of stock relating to a particular group.
Under the principles of Delaware law and the business judgment rule referred to above, a stockholder may not be able to successfully challenge decisions that they believe have a disparate impact upon the stockholders of one of our groups if a majority of our board of directors is disinterested and independent with respect to the action taken, is adequately informed with respect to the action taken and acts in good faith and in the honest belief that the board of directors is acting in the best interest of Liberty and all of our stockholders.
Under the principles of Delaware law and the business judgment rule referred to above, a stockholder may not be able to successfully challenge decisions that they believe have a disparate impact upon the stockholders of one of our groups if a majority of the Board of Directors is disinterested and independent with respect to the action taken, is adequately informed with respect to the action taken and acts in good faith and in the honest belief that the Board of Directors is acting in the best interest of Liberty and all of our stockholders.
If we dispose of all or substantially all of the assets attributed to any group (which means, for this purpose, assets representing 80% of the fair market value of the total assets of the disposing group, as determined by our board of directors), we would be required under the terms of our current charter, if the disposition is not an exempt disposition under the terms of our current charter, to choose one or more of the following three alternatives: ● declare and pay a dividend on the disposing group’s common stock; ● redeem shares of the disposing group’s common stock in exchange for cash, securities or other property; and/or ● convert all or a portion of the disposing group’s outstanding common stock into common stock of another group.
If we dispose of all or substantially all of the assets attributed to any group (which means, for this purpose, assets representing 80% of the fair market value of the total assets of the disposing group, as determined by the Board of Directors), we would be required under the terms of our current Charter, if the disposition is not an exempt disposition under the terms of our current charter, to choose one or more of the following three alternatives: ● declare and pay a dividend on the disposing group’s common stock; ● redeem shares of the disposing group’s common stock in exchange for cash, securities or other property; and/or ● convert all or a portion of the disposing group’s outstanding common stock into common stock of another group.
Our board of directors may elect to convert the common stock relating to one group into common stock relating to another group, thereby changing the nature of a stockholder’s investment and possibly diluting their economic interest in our Company, which could result in a loss in value to them.
The Board of Directors may elect to convert the common stock relating to one group into common stock relating to another group, thereby changing the nature of a stockholder’s investment and possibly diluting their economic interest in our Company, which could result in a loss in value to them.
Our current charter permits our board of directors to convert all of the outstanding shares of common stock relating to any of our groups into shares of common stock of another group on specified terms.
Our current Charter permits the Board of Directors to convert all of the outstanding shares of common stock relating to any of our groups into shares of common stock of another group on specified terms.
We cannot predict the impact on the market value of our stock of (1) our board of directors’ ability to effect any such conversion or (2) the exercise of this conversion right by our board of directors.
We cannot predict the impact on the market value of our stock of (1) the Board of Directors’ ability to effect any such conversion or (2) the exercise of this conversion right by the Board of Directors.
An Event may have to be postponed or cancelled, or Formula 1 may be unable to provide an international television feed of an Event, due to factors beyond its control, including an inability to transport Formula 1’s and the Teams’ equipment to an Event, power failures, parties to our race promotion contracts terminating those contracts, embargoes or sanctions, cancellation of large-scale public events by a competent authority due to a security or terrorism risk, or outbreak of disease, which could result in the loss of revenue under Formula 1’s commercial contracts.
An Event may have to be postponed or cancelled, or Formula 1 may be unable to provide an international television feed of an Event, due to factors beyond its control, including an inability to transport Formula 1’s and the Teams’ equipment to an Event, power failures, parties to Formula 1 race promotion contracts terminating those contracts, embargoes or sanctions, cancellation of large-scale public events by a competent authority due to a security or terrorism risk, or outbreak of disease, which could result in the loss of revenue under Formula 1’s commercial contracts.
Covenants contained in the agreements governing Formula 1’s credit facilities will restrict the ability of its subsidiaries to, among other things: ● incur or guarantee additional indebtedness or be a creditor in respect of financial indebtedness; ● pay dividends, redeem their share capital, purchase capital stock, make investments or other restricted payments; ● make any payment in respect, or on account of, indebtedness owing to Liberty or certain of its affiliates; ● in certain circumstances, make any payment or distribution in respect, or on account of, intra-group debt; ● issue or sell capital stock; ● acquire assets or make investments; ● sell assets (including capital stock of subsidiaries); ● create liens; ● enter into sale and leaseback or finance lease transactions; ● acquire an interest in or invest in any joint venture; I-54 Table of Contents ● enter into transactions with shareholders or affiliates except on arm’s length terms for full market value, including in relation to the provision of goods or services; ● enter into any contractual or similar restriction which restricts their ability to pay dividends or other distributions, make intra-group loan repayments, loan repayments or loans; ● effect a consolidation or merger; ● amend material commercial contracts; and ● enter into derivative transactions in respect of exposures which are unconnected to Formula 1’s credit facilities.
Covenants contained in the agreements governing Formula 1’s credit facilities will restrict the ability of its subsidiaries to, among other things: ● incur or guarantee additional indebtedness or be a creditor in respect of financial indebtedness; ● pay dividends, redeem their share capital, purchase capital stock, make investments or other restricted payments; ● make any payment in respect, or on account of, indebtedness owing to Liberty or certain of its affiliates; ● in certain circumstances, make any payment or distribution in respect, or on account of, intra-group debt; ● issue or sell capital stock; ● acquire assets or make investments; ● sell assets (including capital stock of subsidiaries); ● create liens; ● enter into sale and leaseback or finance lease transactions; ● acquire an interest in or invest in any joint venture; I-53 Table of Contents ● enter into transactions with shareholders or affiliates except on arm’s length terms for full market value, including in relation to the provision of goods or services; ● enter into any contractual or similar restriction which restricts their ability to pay dividends or other distributions, make intra-group loan repayments, loan repayments or loans; ● effect a consolidation or merger; ● amend material commercial contracts; and ● enter into derivative transactions in respect of exposures which are unconnected to Formula 1’s credit facilities.
These provisions have caused, and may in the future cause, Sirius XM Holdings’ payments under those agreements to escalate substantially. In addition, many record labels, music publishers and performing rights organizations have the right to audit Sirius XM’s royalty payments, and these audits often result in disputes over whether it has paid the proper amounts.
These provisions have caused, and may in the future cause, Sirius XM Holdings’ payments under those agreements to escalate substantially. In addition, SoundExchange, many record labels, music publishers and performing rights organizations have the right to audit Sirius XM’s royalty payments, and these audits often result in disputes over whether it has paid the proper amounts.
The market prices of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock may be materially affected by, among other things: ● actual or anticipated fluctuations in a group’s operating results or in the operating results of particular companies attributable to such group; ● potential acquisition activity by our Company (regardless of the group to which it is attributed) or the companies in which we invest; ● issuances of debt or equity securities to raise capital by our Company or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the groups; ● changes in financial estimates by securities analysts regarding Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock or the companies attributable to our tracking stock groups; ● the complex nature and the potential difficulties investors may have in understanding the terms of our three tracking stocks, as well as concerns regarding the possible effect of certain of those terms on an investment in our stocks; and ● general market conditions.
The market prices of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock and may be materially affected by, among other things: ● actual or anticipated fluctuations in a group’s operating results or in the operating results of particular companies attributable to such group; ● potential acquisition activity by our Company (regardless of the group to which it is attributed) or the companies in which we invest; ● issuances of debt or equity securities to raise capital by our Company or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the groups; ● changes in financial estimates by securities analysts regarding Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock or the companies attributable to our tracking stock groups; ● the complex nature and the potential difficulties investors may have in understanding the terms of our three tracking stocks, as well as concerns regarding the possible effect of certain of those terms on an investment in our stocks; and ● general market conditions.
Examples include: ● decisions as to the terms of any business relationships that may be created between groups, such as between the Liberty SiriusXM Group and the Braves Group or between the Liberty SiriusXM Group and the Formula One Group; ● the terms of any reattributions of assets between one or more groups; ● decisions as to the allocation of consideration among the holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock, or among the series of stocks relating to our groups, to be received in connection with a merger involving our Company; ● decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic business objectives of more than one group; ● decisions as to operational and financial matters that could be considered detrimental to one or more groups but beneficial to another; ● decisions as to the conversion of shares of common stock of one group into shares of common stock of another; ● decisions regarding the creation of, and, if created, the subsequent increase or decrease of any inter-group interest that one group may own in another group; ● decisions as to the internal or external financing attributable to businesses or assets attributed to any of our groups; ● decisions as to the dispositions of assets of any of our groups; and ● decisions as to the payment of dividends on the stock relating to any of our groups.
Examples include: ● decisions as to the terms of any business relationships that may be created between groups, such as between the Liberty SiriusXM Group and the Liberty Live Group or between the Liberty SiriusXM Group and the Formula One Group; ● the terms of any reattributions of assets between one or more groups; ● decisions as to the allocation of consideration among the holders of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, or among the series of stocks relating to our groups, to be received in connection with a merger involving our Company; ● decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic business objectives of more than one group; ● decisions as to operational and financial matters that could be considered detrimental to one or more groups but beneficial to another; ● decisions as to the conversion of shares of common stock of one group into shares of common stock of another; ● decisions regarding the creation of, and, if created, the subsequent increase or decrease of any inter-group interest that one group may own in another group; ● decisions as to the internal or external financing attributable to businesses or assets attributed to any of our groups; ● decisions as to the dispositions of assets of any of our groups; and ● decisions as to the payment of dividends on the stock relating to any of our groups.
Any reattribution made by our board of directors (as discussed above), as well as the existence, in and of itself, of the right to effect a reattribution may impact the ability of investors to assess the future prospects of the businesses and assets attributed to a tracking stock group, including liquidity and capital resource needs, based on past performance.
Any reattribution made by the Board of Directors (as discussed above), as well as the existence, in and of itself, of the right to effect a reattribution may impact the ability of investors to assess the future prospects of the businesses and assets attributed to a tracking stock group, including liquidity and capital resource needs, based on past performance.
Consequently, low public acceptance of the programs, services and events provided by companies such as Sirius XM Holdings, Braves Holdings, Live Nation and Formula 1 could hurt the ability of these companies to maintain or grow revenue, which would adversely impact the financial performance of the groups to which these companies are attributed.
Consequently, low public acceptance of the programs, services and events provided by companies such as Sirius XM Holdings, Formula 1 and Live Nation could hurt the ability of these companies to maintain or grow revenue, which would adversely impact the financial performance of the groups to which these companies are attributed.
A reduction in discretionary spending could adversely affect revenue through potential downgrades by satellite radio subscribers and could overall affect subscriber churn, conversion rates and vehicle sales (in the case of Sirius XM Holdings) or reduced live-entertainment and sporting event expenditures (in the case of Live Nation, Braves Holdings and Formula 1).
A reduction in discretionary spending could adversely affect revenue through potential downgrades by satellite radio subscribers and could overall affect subscriber churn, conversion rates and vehicle sales (in the case of Sirius XM Holdings) or reduced live-entertainment and sporting event expenditures (in the case of Live Nation and Formula 1).
The operation of Sirius XM Holdings’ apps and service offerings could be impaired if errors occur in the third party software that supports Sirius XM Holdings’ apps and services. It is difficult for Sirius XM Holdings to correct any defects in third party software because the development and maintenance of the software is not within its control.
The operation of Sirius XM Holdings’ apps and service offerings could be impaired if errors occur in the third party software that supports Sirius XM Holdings’ apps and services. It may be difficult for Sirius XM Holdings to correct any defects in third party software because the development and maintenance of the software is not within its control.
Item 1A. Risk Factors. An investment in our common stock involves risk. Before investing in our common stock, in addition to the other information described in Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of Part II,” you should carefully consider the following risks.
Item 1A. Risk Factors. An investment in our common stock involves risk. Before investing in our common stock, in addition to the other information described in Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of Part II, you should carefully consider the following risks.
Our management may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the Transactions. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the Transactions.
Our management may be required to divert a disproportionate amount of attention away from their day-to-day activities and operations, and devote time and effort to consummating the Transactions. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the Transactions.
In this situation, a tracking stock holder would retain their tracking stock shares and receive shares of the spun-off entity. Furthermore, in structuring these transactions, Liberty’s board of directors may determine to alter the composition of the assets and liabilities underlying its tracking stock groups through a reattribution.
In this situation, a tracking stock holder would retain their tracking stock shares and receive shares of the spun-off entity. Furthermore, in structuring these transactions, the Board of Directors may determine to alter the composition of the assets and liabilities underlying its tracking stock groups through a reattribution.
Stockholders may also have difficulty evaluating the liquidity and capital resources of the businesses and assets attributed to each group based on past performance, as our board of directors may use one group’s liquidity to fund another group’s liquidity and capital expenditure requirements through the use of inter-group loans and inter-group interests.
Stockholders may also have difficulty evaluating the liquidity and capital resources of the businesses and assets attributed to each group based on past performance, as the Board of Directors may use one group’s liquidity to fund another group’s liquidity and capital expenditure requirements through the use of inter-group loans and inter-group interests.
Sirius XM Holdings’ ability to attract and retain advertisers, and ultimately to sell its advertising inventory, depends on a number of factors, including: ● the number of listener hours on the Pandora ad-supported service, particularly the number of listener hours attributable to high-value demographics; ● keeping pace with changes in technology and its competitors, some of which have significant influence over the distribution of the Pandora app; ● competing effectively for advertising with other dominant online services, such as Spotify, Google and Facebook, as well as other marketing and media outlets; I-38 Table of Contents ● successfully competing for local radio advertising; ● demonstrating the ability of advertisements to reach targeted audiences, including the value of mobile digital advertising; ● ensuring that new ad formats and ad product offerings are attractive to advertisers and that inventory management decisions (such as changes to ad load, frequency, prominence and quality of ads that Sirius XM Holdings serves listeners) do not have a negative impact on listener hours; and ● adapting to technologies designed to block the display of its ads.
Sirius XM Holdings’ ability to attract and retain advertisers, and ultimately to sell its advertising inventory, depends on a number of factors, including: ● the number of listener hours on the Pandora ad-supported service, particularly the number of listener hours attributable to high-value demographics; ● keeping pace with changes in technology and its competitors, some of which have significant influence over the distribution of the Pandora app; ● competing effectively for advertising with other dominant online services, such as Spotify, Google, Facebook and YouTube, as well as other marketing and media outlets; ● successfully competing for local radio advertising; I-37 Table of Contents ● demonstrating the ability of advertisements to reach targeted audiences, including the value of mobile digital advertising; ● ensuring that new ad formats and ad product offerings are attractive to advertisers and that inventory management decisions (such as changes to ad load, frequency, prominence and quality of ads that Sirius XM Holdings serves listeners) do not have a negative impact on listener hours; and ● adapting to technologies designed to block the display of its ads.
Sirius XM Holdings uses these common device identifiers for targeting, advertising effectiveness and measurement for the Pandora’s advertising business and for Pandora’s consumer marketing purposes. These common device identifiers enable Sirius XM Holdings to match audiences, including with second- and third-party data providers and measurement vendors and enhance Pandora’s advertising targeting segments with additional data.
Sirius XM Holdings uses these common device identifiers for targeting, advertising effectiveness and measurement for Pandora’s advertising business and for Pandora’s consumer marketing purposes. These common device identifiers enable Sirius XM Holdings to match audiences, including with second- and third-party data providers and measurement vendors and enhance Pandora’s advertising targeting segments with additional data.
Although our board representation rights may enable us to exercise influence over the management or policies of Live Nation, they will not enable us to cause Live Nation to take any actions we believe are favorable to us (such as paying dividends or distributions).
Although our board representation rights may enable us to exercise influence over the management or policies of Live Nation, such representation will not enable us to cause Live Nation to take any actions we believe are favorable to us (such as paying dividends or distributions).
In addition, in the case of a partial redemptive split-off, holders of the affected tracking stock would hold shares of Splitco and continue to hold a reduced number of shares of the affected tracking stock which would track the remaining assets and liabilities retained by Liberty and attributed to such tracking stock after the split-off.
In addition, in the case of a partial redemptive split-off, holders of the affected tracking stock would hold shares of Splitco and continue to hold a reduced number of shares of the affected tracking stock which would track the remaining assets and liabilities retained by Liberty and attributed to such tracking stock group after the split-off.
Notwithstanding the impact on our net earnings or losses and those attributed to the Liberty SiriusXM Group, we do not have the ability to cause Live Nation to pay dividends or make other payments or advances to its stockholders, including us.
Notwithstanding the impact on our net earnings or losses and those attributed to the Liberty Live Group, we do not have the ability to cause Live Nation to pay dividends or make other payments or advances to its stockholders, including us.
These provisions include: ● authorizing a capital structure with multiple series of common stock: a Series B common stock related to each group that entitles the holders to ten votes per share, a Series A common stock related to each group that entitles the holder to one vote per share, and a Series C common stock related to each group that, except as otherwise required by Delaware law, entitles the holder to no voting rights; ● classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors; ● limiting who may call special meetings of stockholders; ● prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders; ● establishing advance notice requirements for nominations of candidates for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; I-69 Table of Contents ● requiring stockholder approval by holders of at least 66⅔% of our aggregate voting power or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our Company, a sale of all or substantially all of our assets or an amendment to our current charter; and ● the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our board of directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our Company.
These provisions include: ● authorizing a capital structure with multiple series of common stock: a Series B common stock related to each group that entitles the holders to ten votes per share, a Series A common stock related to each group that entitles the holder to one vote per share, and a Series C common stock related to each group that, except as otherwise required by Delaware law, entitles the holder to no voting rights; ● classifying the Board of Directors with staggered three-year terms, which may lengthen the time required to gain control of the Board of Directors; ● limiting who may call special meetings of stockholders; ● prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders; ● establishing advance notice requirements for nominations of candidates for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; ● requiring stockholder approval by holders of at least 66⅔% of our aggregate voting power or the approval by at least 75% of the Board of Directors with respect to certain extraordinary matters, such as a merger or consolidation of our Company, a sale of all or substantially all of our assets or an amendment to our current Charter; and ● the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by the Board of Directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our Company.
Our board of directors will decide, in its sole discretion, how to proceed and is not required to select the option that would result in the highest value to holders of any stock related to a particular group.
The Board of Directors will decide, in its sole discretion, how to proceed and is not required to select the option that would result in the highest value to holders of any stock related to a particular group.
Rather than develop additional specific procedures in advance, our board of directors intends to exercise its judgment from time to time, depending on the circumstances, as to how best to: ● obtain information regarding the divergence (or potential divergence) of interests; I-65 Table of Contents ● determine under what circumstances to seek the assistance of outside advisers; ● determine whether a committee of our board of directors should be appointed to address a specific matter and the appropriate members of that committee; and ● assess what is in our best interests and the best interests of all of our stockholders.
Rather than develop additional specific procedures in advance, the Board of Directors intends to exercise its judgment from time to time, depending on the circumstances, as to how best to: ● obtain information regarding the divergence (or potential divergence) of interests; I-59 Table of Contents ● determine under what circumstances to seek the assistance of outside advisers; ● determine whether a committee of the Board of Directors should be appointed to address a specific matter and the appropriate members of that committee; and ● assess what is in our best interests and the best interests of all of our stockholders.
Even though we have attributed, for financial reporting purposes, all of our consolidated assets, liabilities, revenue, expenses and cash flows among the Liberty SiriusXM Group, the Braves Group and the Formula One Group in order to prepare the separate financial statement schedules for each of those groups, we will retain legal title to all of our assets and our tracking stock capitalization does not limit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules.
Even though we have attributed, for financial reporting purposes, all of our consolidated assets, liabilities, revenue, expenses and cash flows among the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group in order to prepare the separate financial statement schedules for each of those groups, we will retain legal title to all of our assets and our tracking stock capitalization does not limit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules.
The second pillar will establish a Global Minimum Tax Rate of 15%, such that multinational enterprises with an effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax, which could be collected by the parent company’s tax authorities or by those in other countries, depending on whether and how each country implements the OECD’s approach in its tax treaties and domestic tax legislation.
The second pillar establishes a Global Minimum Tax Rate of 15%, such that multinational enterprises with an effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax, which could be collected by the parent company’s tax authorities or by those in other countries, depending on whether and how each country implements the OECD’s approach in its tax treaties and domestic tax legislation.
Sales of, or hedging transactions such as collars relating to, shares of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock by our Chairman of the Board, or any of our other directors or executive officers, could cause a perception in the marketplace that the stock price of the relevant shares has peaked or that adverse events or trends have occurred or may be occurring at our Company or the group to which the shares relates.
Sales of, or hedging transactions such as collars relating to, shares of Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock by our Chairman of the Board of Directors, or any of our other directors or executive officers, could cause a perception in the marketplace that the stock price of the relevant shares has peaked or that adverse events or trends have occurred or may be occurring at our Company or the group to which the shares relates.
See “ —Fluctuations in the value of the U.S. dollar against the functional I-49 Table of Contents currencies of Formula 1’s business and Formula 1’s counterparties’ business could adversely affect Formula 1’s profitability and the Formula One Group .” The failure of one or more of Formula 1’s counterparties to pay outstanding amounts owed to it could have a material adverse effect on Formula 1’s cash flows and results of operation, and in turn could materially adversely impact the Formula One Group.
See “ —Fluctuations in the value of the U.S. dollar against the functional currencies of Formula 1’s business and Formula 1’s counterparties’ business could adversely affect Formula 1’s profitability and the Formula One Group .” The failure of one or more of Formula 1’s counterparties to pay outstanding I-48 Table of Contents amounts owed to it could have a material adverse effect on Formula 1’s cash flows and results of operation, and in turn could materially adversely impact the Formula One Group.
Although we intend Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock to reflect the separate economic performance of the Liberty SiriusXM Group, the Braves Group and the Formula One Group, respectively, those groups are not separate entities and a person interested in acquiring only one group without negotiation with our management could obtain control of that group only by obtaining control of a majority in voting power of all of the outstanding voting shares of our Company.
Although we intend Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock to reflect the separate economic performance of the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group, respectively, those groups are not separate entities and a person interested in acquiring only one group without negotiation with our management could obtain control of that group only by obtaining control of a majority in voting power of all of the outstanding voting shares of our Company.
Each of Liberty Broadband and TripCo has renounced its rights to certain business opportunities and its respective restated certificate of incorporation contains provisions deeming directors and officers not in breach of their fiduciary duties in certain cases for directing a corporate opportunity to another person or entity (including Qurate Retail, Liberty Broadband and TripCo) instead of such company.
Each of Liberty Broadband, TripCo and ABH has renounced its rights to certain business opportunities and its respective restated certificate of incorporation contains provisions deeming directors and officers not in breach of their fiduciary duties in certain cases for directing a corporate opportunity to another person or entity (including our Company, Qurate Retail, Liberty Broadband, TripCo and ABH) instead of such company.
Our current charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving our Company is to be attributed to the holders of Liberty SiriusXM common stock, holders of Liberty Braves common stock and holders of Liberty Formula One common stock or to the holders of different series of stock, and none of the holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock will have a separate class vote in the event of such a merger or consolidation.
Our current Charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving our Company is to be attributed to the holders of Liberty SiriusXM common stock, holders of Liberty Formula One common stock and holders of Liberty Live common stock or to the holders of different series of stock, and none of the holders of Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock will have a separate class vote in the event of such a merger or consolidation.
Because we are the issuer of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock, an adverse market reaction to events relating to the assets and businesses attributed to one of our groups, such as earnings announcements, announcements of new products or services or acquisitions or dispositions that the market does not view favorably, may cause an adverse market reaction in the common stock of the other groups.
Because we are the issuer of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, an adverse market reaction to events relating to the assets and businesses attributed to one of our groups, such as earnings announcements, announcements of new products or services or acquisitions or dispositions that the market does not view favorably, may cause an adverse market reaction in the common stock of the other groups.
In addition, we cannot assure you that in the event of such a sale the per share consideration to be paid to holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock, as the case may be, will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of the applicable group.
In addition, we cannot assure you that in the event of such a sale the per share consideration to be paid to holders of Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock, as the case may be, will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of the applicable group.
When holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock vote together as a single class, holders having a majority of the votes are in a position to control the outcome of the vote even if the matter involves a conflict of interest among our stockholders or has a greater impact on one group than another.
When holders of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock vote together as a single class, holders having a majority of the votes are in a position to control the outcome of the vote even if the matter involves a conflict of interest among our stockholders or has a greater impact on one group than another.
I-51 Table of Contents As Formula 1 operates its business principally through U.K.-based subsidiaries and a number of Events take place within the E.U., Brexit and the terms of the Trade Agreement may have negative impacts that could adversely affect our business, financial condition and operating results.
I-50 Table of Contents As Formula 1 operates its business principally through U.K.-based subsidiaries and a number of Events take place within the E.U., Brexit and the terms of the Trade Agreement may have negative impacts that could adversely affect our business, financial condition and operating results.
Adverse macroeconomic conditions have affected, and may in the future affect, the demand for audio advertising, resulting in fluctuations in the amounts advertisers spend on advertising, which could harm Sirius XM Holdings’ financial condition and operating results. Sirius XM Holdings’ failure to convince advertisers of the benefits of its Pandora ad-supported service could harm its business.
Adverse macroeconomic conditions have affected, and may continue to affect, the demand for audio advertising, resulting in fluctuations in the amounts advertisers spend on advertising, which could harm Sirius XM Holdings’ financial condition and operating results. Sirius XM Holdings’ failure to convince advertisers of the benefits of its Pandora ad-supported service could harm its business.
The Teams are entitled to certain consent rights under the 2021 Concorde Agreement, including in relation to the number of Events in a season exceeding 24 or if there are fewer than 8 Events across Europe and North America combined and the introduction of new sporting and technical regulations applying to the World Championship.
The Teams are entitled to certain consent rights under the 2021 Concorde Agreement, including in relation to the number of Events in a season exceeding 24 or if there are fewer than eight Events across Europe and North America combined and the introduction of new sporting and technical regulations applying to the World Championship.
Holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock do not have any legal rights related to specific assets attributed to their associated group and, in any liquidation, holders of Liberty SiriusXM common stock, holders of Liberty Braves common stock and holders of Liberty Formula One common stock will be entitled to receive a pro rata share of our available net assets based on their respective numbers of liquidation units.
Holders of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock do not have any legal rights related to specific assets attributed to their associated group and, in any liquidation, holders of Liberty SiriusXM common stock, holders of Liberty Formula One common stock and holders of Liberty Live common stock will be entitled to receive a pro rata share of our available net assets based on their respective numbers of liquidation units.
In addition, our board of directors may effect such a conversion at a time when the market value of our different stocks could cause the stockholders of one group to be disadvantaged. Holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock vote together and have limited separate voting rights.
In addition, the Board of Directors may effect such a conversion at a time when the market value of our different stocks could cause the stockholders of one group to be disadvantaged. Holders of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock vote together and have limited separate voting rights.
Sirius XM Holdings’ subscribers and listeners can obtain similar content for free through terrestrial radio stations, YouTube and other internet services.
Sirius XM Holdings’ subscribers and listeners can obtain similar content for free through terrestrial radio stations, Spotify, YouTube and other internet services.
The new economic and security relationship between the U.K. and the E.U. following Brexit could have a material adverse effect on our business.
The economic and security relationship between the U.K. and the E.U. following Brexit could have a material adverse effect on our business.
Hence, the assets to be distributed to a holder of any of our tracking stocks upon a liquidation, dissolution or winding up of Liberty will have nothing to do with the value of the assets attributed to the related tracking stock group or to changes in the relative value of the Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock over time.
Hence, the assets to be distributed to a holder of any of our tracking stocks upon a liquidation, dissolution or winding up of Liberty will have nothing to do with the value of the assets attributed to the related tracking stock group or to changes in the relative value of the Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock over time.
Risks Relating to our Company, as a Whole The historical financial information of the Liberty SiriusXM Group, the Braves Group and the Formula One Group included in this Annual Report on Form 10-K may not necessarily reflect their results had they been separate companies.
Risks Relating to our Company, as a Whole The historical financial information of the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group included in this Annual Report on Form 10-K may not necessarily reflect their results had they been separate companies.
Over the long-term, COVID-19 or a future pandemic or epidemic could impede economic activity in impacted regions or globally, causing a global recession, leading to a further decline in discretionary spending on sports and entertainment events and other leisure activities, which could result in long-term effects on our businesses.
Over the long-term, a future pandemic or epidemic could impede economic activity in impacted regions or globally, causing a global recession, leading to a further decline in discretionary spending on sports and entertainment events and other leisure activities, which could result in long-term effects on our businesses.
As is common in the audio entertainment industry, Pandora’s advertisers do not have long-term advertising commitments with Pandora and can terminate their contracts at any time. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.
As is common in the audio entertainment industry, these advertisers do not have long-term advertising commitments with Pandora and can terminate their contracts at any time. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.
If the Liberty SiriusXM Group, the Braves Group and the Formula One Group were separate independent companies, any person interested in acquiring the Liberty SiriusXM Group, the Braves Group or the Formula One Group without negotiating with management could seek control of that group by obtaining control of its outstanding voting stock, by means of a tender offer or a proxy contest.
If the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group were separate independent companies, any person interested in acquiring the Liberty SiriusXM Group, the Formula One Group or the Liberty Live Group without negotiating with management could seek control of that group by obtaining control of its outstanding voting stock, by means of a tender offer or a proxy contest.
If directors or officers own disproportionate interests (in percentage or value terms) in Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock, that disparity could create or appear to create conflicts of interest when they are faced with decisions that could have different implications for the holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock.
If directors or officers own disproportionate interests (in percentage or value terms) in Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock, that disparity could create or appear to create conflicts of interest when they are faced with decisions that could have different implications for the holders of Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock.
Following a redemptive split-off, holders of the other tracking stock(s) would continue to hold stock tracking the performance of Liberty’s remaining assets and liabilities which would not have changed after the redemptive split-off, unless a reattribution among the tracking stocks occurred in connection with the redemptive split-off (as discussed below).
Following a redemptive split-off, holders of the other tracking stock(s) would continue to hold stock tracking the performance of Liberty’s remaining assets and liabilities which would not have changed after the redemptive split-off, unless a reattribution among the tracking stock groups occurred in connection with the redemptive split-off (as discussed below).
Consistent with applicable principles of Delaware law, our board of directors will seek to divide the type and amount of consideration received in a merger or consolidation involving our Company among holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock in a fair manner.
Consistent with applicable principles of Delaware law, the Board of Directors will seek to divide the type and amount of consideration received in a merger or consolidation involving our Company among holders of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock in a fair manner.
If the Liberty SiriusXM Group, the Braves Group or the Formula One Group were a separate, independent company and its shares were acquired by another person, certain costs of that sale, including corporate level taxes, might not be payable in connection with that acquisition.
If the Liberty SiriusXM Group, the Formula One Group or the Liberty Live Group were a separate, independent company and its shares were acquired by another person, certain costs of that sale, including corporate level taxes, might not be payable in connection with that acquisition.
As a result, stockholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock would receive upon a sale of all or substantially all of the assets of the group to which their shares relate.
As a result, stockholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock would receive upon a sale of all or substantially all of the assets of the group to which their shares relate.
I-33 Table of Contents Sirius XM Holdings’ ability to increase the number of subscribers and listeners to its services, retain its subscribers and listeners or convert listeners into subscribers, is uncertain and subject to many factors, including: ● the price of Sirius XM Holdings’ service; ● the ease of use of Sirius XM Holdings’ service; ● the effectiveness of Sirius XM Holdings’ marketing programs; ● with respect to its Sirius XM service, the sale or lease rate of new vehicles in the U.S.; ● the rate at which Sirius XM Holdings’ self-pay subscribers to its Sirius XM service buy and sell new and used vehicles in the U.S.; ● Sirius XM Holdings’ ability to convince owners and lessees of new and used vehicles that include satellite radios to purchase subscriptions to its Sirius XM service; ● the perceived value of Sirius XM Holdings’ programming and the packages and services it offers; ● Sirius XM Holdings’ ability to introduce features in a manner that is favorably received by its consumers; ● Sirius XM Holdings’ ability to keep up with rapidly evolving technology and features in audio entertainment; ● Sirius XM Holdings’ ability to respond to evolving consumer tastes; and ● actions by Sirius XM Holdings’ competitors, such as Spotify, Apple, Google, Amazon, Facebook and other audio entertainment and information providers.
Sirius XM Holdings’ ability to increase the number of subscribers and listeners to its services, retain its subscribers and listeners or convert listeners into subscribers, is uncertain and subject to many factors, including: ● the price of Sirius XM Holdings’ services; ● the ease of use of Sirius XM Holdings’ services; ● the effectiveness of Sirius XM Holdings’ marketing programs; ● with respect to its Sirius XM service, the sale or lease rate of new vehicles in the U.S.; ● the rate at which Sirius XM Holdings’ self-pay subscribers to its Sirius XM service buy and sell new and used vehicles in the U.S.; ● Sirius XM Holdings’ ability to convince owners and lessees of new and used vehicles that include satellite radios to purchase subscriptions to its Sirius XM service; ● the perceived value of Sirius XM Holdings’ programming and the packages and services it offers; ● Sirius XM Holdings’ ability to introduce features in a manner that is favorably received by its consumers; ● Sirius XM Holdings’ ability to keep up with rapidly evolving technology and features in audio entertainment; ● Sirius XM Holdings’ ability to respond to evolving consumer tastes; and ● actions by Sirius XM Holdings’ competitors, such as Spotify, Apple, Google, Amazon and other audio entertainment and information providers.
Formula 1 purchases annual insurance policies covering all Events, and individual race promoters purchase insurance coverage for their own Events under which Formula 1 is also covered, which provide coverage for third party liability I-52 Table of Contents covering personal injury, equipment and property damage.
I-51 Table of Contents Formula 1 purchases annual insurance policies covering all Events, and individual race promoters purchase insurance coverage for their own Events under which Formula 1 is also covered, which provide coverage for third party liability covering personal injury, equipment and property damage.
As long as the assets attributed to the Liberty SiriusXM Group, the Braves Group or the Formula One Group proposed to be disposed of represent less than substantially all of our assets, we may approve sales and other dispositions of any amount of the assets of such group without any stockholder approval.
As long as the assets attributed to the Liberty SiriusXM Group, the Formula One Group or the Liberty Live Group proposed to be disposed of represent less than substantially all of our assets, we may approve sales and other dispositions of any amount of the assets of such group without any stockholder approval.
In addition, under the 2021 Concorde Agreement, the consent of 70% of the Teams is required if there are more than 24 Events in a season or if there are fewer than 8 Events across Europe and North America combined. See “ Item 1.
In addition, under the 2021 Concorde Agreement, the consent of 70% of the Teams is required if there are more than 24 Events in a season or if there are fewer than eight Events across Europe and North America combined. See “ Item 1.
I-53 Table of Contents If confidential information regarding Formula 1’s business arrangements is disclosed or leaked, it could affect Formula 1’s relationships with counterparties and/or Teams and result in less favorable commercial contracts and adversely affect Formula 1’s business and the Formula One Group.
I-52 Table of Contents If confidential information regarding Formula 1’s business arrangements is disclosed or leaked, it could affect Formula 1’s relationships with counterparties and/or Teams and result in less favorable commercial contracts and adversely affect Formula 1’s business and the Formula One Group.
Our executive officers and members of the Board of Directors have fiduciary duties to our stockholders. Likewise, any such persons who serve (or will serve in the case of ABH) in similar capacities at Qurate Retail, Liberty Broadband, TripCo or ABH have fiduciary duties to that company’s stockholders.
Our executive officers and members of the Board of Directors have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at Qurate Retail, Liberty Broadband, TripCo or ABH have fiduciary duties to that company’s stockholders.
The nature of Sirius XM Holdings’ business involves the receipt and storage of personal information about its subscribers and listeners including, in many cases, credit and debit card information. Sirius XM Holdings has a program in place to detect and respond to data security incidents.
The nature of Sirius XM Holdings’ business involves the receipt and storage of personal information about its subscribers and listeners, including credit and debit card information. Sirius XM Holdings has a program in place to detect and respond to data security incidents.
Our equity method investment in Live Nation may have a material impact on net earnings of Liberty and the Liberty SiriusXM Group. We have a significant investment in Live Nation that currently is attributed to the Liberty SiriusXM Group, which we account for under the equity method of accounting.
Our equity method investment in Live Nation may have a material impact on net earnings of Liberty and the Liberty Live Group. We have a significant investment in Live Nation that is attributed to the Liberty Live Group, which we account for under the equity method of accounting.
If Formula 1’s license under the 100-Year Agreements was terminated in accordance with its terms or the FIA or another person successfully challenged the validity of that license (or the 100-Year Agreements as a whole), it could cause Formula 1 to discontinue its operations, lead to the termination of substantially all of Formula 1’s commercial contracts, I-47 Table of Contents prevent Formula 1 from exploiting the commercial rights to the World Championship and require Formula 1 to discontinue use of the World Championship trademarks and other intellectual property rights, which would materially adversely impact the Formula One Group.
If Formula 1’s license under the 100-Year Agreements was terminated in accordance with its terms or the FIA or another person successfully challenged the validity of that license (or the 100-Year Agreements as a whole), it could cause Formula 1 to discontinue its operations, lead to the termination of substantially all of Formula 1’s commercial contracts, prevent Formula 1 from exploiting the commercial rights to the World Championship and require Formula 1 to discontinue use of the World Championship trademarks and other intellectual property rights, which would materially adversely impact the Formula One Group.
Fluctuations in the value of the U.S. dollar against the functional currencies of Formula 1’s business and Formula 1’s counterparties’ business could adversely affect Formula 1’s profitability and the Formula One Group. In 2022, a significant proportion of Formula 1’s revenue and costs were denominated in U.S. dollars.
Fluctuations in the value of the U.S. dollar against the functional currencies of Formula 1’s business and Formula 1’s counterparties’ business could adversely affect Formula 1’s profitability and the Formula One Group. In 2023, a significant proportion of Formula 1’s revenue and costs were denominated in U.S. dollars.
Holders of Series A and Series B Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock vote together as a single class, except in certain limited circumstances prescribed by our current charter and under Delaware law.
Holders of Series A and Series B Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock vote together as a single class, except in certain limited circumstances prescribed by our current Charter and under Delaware law.
Our board of directors has adopted certain management and allocation policies to serve as guidelines in making decisions regarding the relationships among the Liberty SiriusXM Group, the Braves Group and the Formula One Group with respect to matters such as tax liabilities and benefits, inter-group loans, inter-group interests, attribution of assets, financing alternatives, corporate opportunities and similar items.
The Board of Directors has adopted certain management and allocation policies to serve as guidelines in making decisions regarding the relationships among the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group with respect to matters such as tax liabilities and benefits, inter-group loans, inter-group interests, attribution of assets, financing alternatives, corporate opportunities and similar items.
The decline in Sirius XM Holdings’ listener base has resulted in fewer listener hours and available advertising spots on its Pandora service, which ultimately may result in declines in advertising revenue, and adversely affect its Pandora business.
The decline in Sirius XM Holdings’ listener base has resulted in fewer listener hours and available advertising spots on its Pandora service, which ultimately may result in declines in advertising revenue, and adversely affect its Pandora and Off-platform business.
This perception can result notwithstanding any personal financial motivation for these transactions. As a result, insider transactions could depress the market price for shares of the Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock.
This perception can result notwithstanding any personal financial motivation for these transactions. As a result, insider transactions could depress the market price for shares of the Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock.
Stockholders will not vote on how to attribute consideration received in connection with a merger involving our Company among holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock.
Stockholders will not vote on how to attribute consideration received in connection with a merger involving our Company among holders of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock.
Accordingly, if we sell all or substantially all of the assets attributed to the Liberty SiriusXM Group, the Braves Group or the Formula One Group, our stockholders could suffer a loss in the value of their investment in our stock.
Accordingly, if we sell all or substantially all of the assets attributed to the Liberty SiriusXM Group, the Formula One Group or the Liberty Live Group, our stockholders could suffer a loss in the value of their investment in our stock.
Due to the revenue reductions caused by COVID-19 in 2020 and 2021, these businesses have looked to reduce expenses, but should such impacts resume, the businesses may not be able to reduce expenses to the same degree as any decline in revenue, which may adversely affect our results of operations and cash flow.
For example, due to the revenue reductions caused by COVID-19 in 2020 and 2021, these businesses looked to reduce expenses, but should such impacts resume, the businesses may not be able to reduce expenses to the same degree as any decline in revenue, which may adversely affect our results of operations and cash flow.
Sirius XM Holdings has implemented systems and processes intended to secure its information technology systems and prevent unauthorized access to or loss of sensitive, confidential and personal data, including through the use of encryption and authentication technologies. Additionally, Sirius XM Holdings has increased its monitoring capabilities to enhance early detection and timely response to potential security anomalies.
Sirius XM Holdings has implemented systems and processes intended to secure its IT systems and prevent unauthorized access to or loss of sensitive, confidential and personal data, including through the use of encryption and authentication technologies. Additionally, Sirius XM Holdings has increased its monitoring capabilities to enhance early detection and timely response to potential security anomalies.
As described above, holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock do not have any legal rights related to specific assets attributed to their associated tracking stock group.
As described above, holders of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock do not have any legal rights related to specific assets attributed to their associated tracking stock group.
However, the vote of holders of Liberty’s other I-62 Table of Contents tracking stocks would not be required, unless Splitco also held assets and liabilities of such other tracking stock group(s).
However, the vote of holders of Liberty’s other I-56 Table of Contents tracking stocks would not be required, unless Splitco also held assets and liabilities of such other tracking stock group(s).

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFormula 1 owns no material property. Formula 1 leases space for its offices in London, England and for its television production and technical operations in Kent, England. The Company owns land adjacent to the Las Vegas Strip which is being developed for the Las Vegas Grand Prix. For a description of Braves Holdings’ property, see “Item 1.
Biggest changeFormula 1 owns no material property. Formula 1 leases space for its offices in London, England and for its television production and technical operations in Kent, England. The Company owns land and a building adjacent to the Las Vegas Strip which is utilized for the Las Vegas Grand Prix.
In addition, Sirius XM Holdings leases or licenses space at approximately 540 locations for use in connection with the terrestrial repeater networks that support its satellite radio services. In general, these leases and licenses are for space on building rooftops and communications towers, none of which are individually material to the business or its operations.
In addition, Sirius XM Holdings leases or licenses space at approximately 530 locations for use in connection with the terrestrial repeater networks that support its satellite radio services. In general, these leases and licenses are for space on building rooftops and communications towers, none of which are individually material to the business or its operations.
Legal Proceedings Refer to note 18 in the accompanying notes to the consolidated financial statements for information on our legal proceedings. Item 4. Mine Safety Disclosures Not applicable. ​ ​ I-71 Table of Contents PART II.
Refer to note 17 in the accompanying notes to the consolidated financial statements for information on our legal proceedings. Item 4. Mine Safety Disclosures. Not applicable. ​ ​ I-68 Table of Contents PART II.
Business—Braves Holdings, LLC—Facilities” and “Item 1. Business—Braves Holdings, LLC—Mixed-Use Development.” Our other subsidiaries and business affiliates own or lease the fixed assets necessary for the operation of their respective businesses, including office space and entertainment venues. Our management believes that our current facilities are suitable and adequate for our business operations for the foreseeable future. Item 3.
Our other subsidiaries and business affiliates own or lease the fixed assets necessary for the operation of their respective businesses, including office space and entertainment venues. Our management believes that our current facilities are suitable and adequate for our business operations for the foreseeable future. Item 3. Legal Proceedings.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. ​ Mine Safety Disclosures ​ I-71 ​ ​ ​ ​ ​ ​ ​ ​ ​ Part II ​ ​ ​ ​ ​ ​ ​ ​ ​ Item 5. ​ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ II‑1 ​
Biggest changeItem 4. ​ Mine Safety Disclosures ​ I-68 ​ ​ ​ ​ ​ ​ ​ ​ ​ Part II ​ ​ ​ ​ ​ ​ ​ ​ ​ Item 5. ​ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ II‑1 ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe over-the-counter market quotations for our series B Liberty Braves common stock and our Series B Liberty Formula One common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ ​ ​ ​ ​ Series B (LSXMB) ​ ​ ​ High Low ​ 2021 ​ ​ ​ ​ ​ ​ ​ First quarter ​ $ 47.42 ​ 42.06 ​ ​ Second quarter ​ $ 51.70 ​ 43.68 ​ ​ Third quarter ​ $ 52.10 ​ 45.70 ​ ​ Fourth quarter ​ $ 58.13 ​ 48.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ ​ ​ ​ First quarter ​ $ 53.04 ​ 44.92 ​ ​ Second quarter ​ $ 47.14 ​ 40.00 ​ ​ Third quarter ​ $ 46.75 ​ 36.50 ​ ​ Fourth quarter ​ $ 47.43 ​ 39.03 ​ ​ ​ ​ II-1 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Braves Group ​ ​ ​ ​ ​ Series B (BATRB) ​ ​ ​ High Low ​ 2021 ​ ​ ​ ​ ​ ​ ​ First quarter ​ $ 31.00 ​ 26.25 ​ ​ Second quarter ​ $ 34.00 ​ 31.00 ​ ​ Third quarter ​ $ 29.00 ​ 26.00 ​ ​ Fourth quarter ​ $ 45.00 ​ 27.00 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ ​ ​ ​ First quarter ​ $ 28.61 ​ 26.05 ​ ​ Second quarter ​ $ 27.50 ​ 26.80 ​ ​ Third quarter ​ $ 30.01 ​ 25.40 ​ ​ Fourth quarter ​ $ 35.00 ​ 29.75 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Formula One Group ​ ​ ​ ​ ​ Series B (FWONB) ​ ​ ​ High Low ​ 2021 ​ ​ ​ ​ ​ ​ ​ First quarter ​ $ 43.10 ​ 43.02 ​ ​ Second quarter ​ $ 43.93 ​ 38.75 ​ ​ Third quarter ​ $ 52.00 ​ 42.40 ​ ​ Fourth quarter ​ $ 56.70 ​ 49.33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ ​ ​ ​ First quarter ​ $ 54.75 ​ 54.75 ​ ​ Second quarter ​ $ 70.26 ​ 56.65 ​ ​ Third quarter ​ $ 63.00 ​ 53.59 ​ ​ Fourth quarter ​ $ 48.75 ​ 47.78 ​ ​ Holders The number of record holders as of January 31, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ Series B ​ Series C ​ Liberty SiriusXM common stock 958 ​ 53 ​ 1,010 ​ Liberty Braves common stock 2,955 ​ 31 ​ 761 ​ Liberty Formula One common stock 660 ​ 50 ​ 854 ​ ​ The foregoing numbers of record holders do not include the number of stockholders whose shares are held nominally by banks, brokerage houses or other institutions, but include each such institution as one shareholder.
Biggest changeThe over-the-counter market quotations for our Series B Liberty Formula One common stock and our Series B Liberty Live common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ ​ ​ ​ Series B (LSXMB) ​ ​ High Low 2022 ​ ​ ​ ​ ​ ​ First quarter ​ $ 53.04 ​ 44.92 ​ Second quarter ​ $ 47.14 ​ 40.00 ​ Third quarter ​ $ 46.75 ​ 36.50 ​ Fourth quarter ​ $ 47.43 ​ 39.03 ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ First quarter ​ $ 42.00 ​ 25.35 ​ Second quarter ​ $ 31.51 ​ 26.18 ​ Third quarter ​ $ 34.80 ​ 22.19 ​ Fourth quarter ​ $ 28.90 ​ 24.08 ​ ​ ​ II-1 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Formula One Group ​ ​ ​ ​ Series B (FWONB) ​ ​ High Low 2022 ​ ​ ​ ​ ​ ​ First quarter ​ $ 54.75 ​ 54.75 ​ Second quarter ​ $ 70.26 ​ 56.65 ​ Third quarter ​ $ 63.00 ​ 53.59 ​ Fourth quarter ​ $ 48.75 ​ 47.78 ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ First quarter ​ $ 68.02 ​ 54.31 ​ Second quarter ​ $ 68.00 ​ 63.00 ​ Third quarter ​ $ 66.00 ​ 55.00 ​ Fourth quarter ​ $ 56.02 ​ 56.02 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty Live Group ​ ​ ​ ​ Series B (LLYVB) ​ ​ High Low 2023 ​ ​ ​ ​ ​ ​ Third quarter (from the initial quoting of LLYVB on August 4, 2023) ​ $ 34.35 ​ 28.38 ​ Fourth quarter ​ $ 33.50 ​ 31.18 ​ ​ ​ On August 3, 2023, Liberty completed the Reclassification (as defined below).
II-2 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans Information required by this item is incorporated by reference to our definitive proxy statement for our 2023 Annual Meeting of Stockholders.
II-2 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans Information required by this item is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders.
Additionally, there is no established public trading market for our Series B Liberty Braves common stock and our Series B Liberty Formula One common stock, which are quoted on OTC Markets.
Additionally, there is no established public trading market for our Series B Liberty Formula One common stock and our Series B Liberty Live common stock, which are quoted on OTC Markets.
Stock price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com. ​ The following tables set forth the range of high and low sales prices of our Series B Liberty SiriusXM common stock, Series B Liberty Braves common stock and Series B Liberty Formula One common stock for the years ended December 31, 2022 and 2021.
Stock price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com. ​ The following tables set forth the range of high and low sales prices of our Series B Liberty SiriusXM common stock, Series B Liberty Formula One common stock and Series B Liberty Live common stock for the years ended December 31, 2023 and 2022.
Series A and Series C Liberty Braves common stock and Series A and Series C Liberty Formula One common stock trade on the Nasdaq Global Select Market, and Series B Liberty Braves common stock and Series B Liberty Formula One common stock are quoted on the OTC Markets.
Series A and Series C Liberty Formula One common stock and Series A and Series C Liberty Live common stock trade on the Nasdaq Global Select Market, and Series B Liberty Formula One common stock and Series B Liberty Live common stock are quoted on the OTC Markets.
As of December 31, 2022, approximately $1.1 billion was available for future share repurchases under our share repurchase program.
As of December 31, 2023, approximately $1.1 billion was available for future share repurchases under our share repurchase program.
There were no repurchases of Series A Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock and no repurchases of Series C Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One common stock during the three months ended December 31, 2022.
There were no repurchases of Series A Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock and no repurchases of Series C Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock during the three months ended December 31, 2023.
Series A, Series B and Series C Liberty SiriusXM common stock trade under the symbols LSXMA/B/K, respectively; Series A, Series B and Series C Liberty Braves common stock trade or are quoted under the symbols BATRA/B/K, respectively; and Series A, Series B and Series C Liberty Formula One common stock trade or are quoted under the symbols FWONA/B/K, respectively.
Series A, Series B and Series C Liberty SiriusXM common stock trade under the symbols LSXMA/B/K, respectively; Series A, Series B and Series C Liberty Formula One common stock trade or are quoted under the symbols FWONA/B/K, respectively; and Series A, Series B and Series C Liberty Live common stock trade or are quoted under the symbols LLYVA/B/K, respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Liberty Media Corporation (“Liberty,” the “Company,” “we,” “us,” and “our”) has three classes of stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Liberty Media Corporation (“Liberty,” the “Company,” “we,” “us,” and “our”) has three series of each of its three tracking stocks.
During the three months ended December 31, 2022, 26 shares of Series A and 52 shares of Series C Liberty Formula One common stock, 104 shares of Series A and 207 shares of Series C Liberty SiriusXM common stock, and 11 shares of Series A and 21 shares of Series C Liberty Braves common stock were surrendered by certain of our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock and restricted stock units. ​ Item 6. [Reserved ] ​ ​ II-3 Table of Contents
During the three months ended December 31, 2023, no shares of Series A or Series C Liberty Formula One common stock, 190 shares of Series A and 378 shares of Series C Liberty SiriusXM common stock, and 48 shares of Series A and 96 shares of Series C Liberty Live common stock were surrendered by certain of our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock and restricted stock units.
Purchases of Equity Securities by the Issuer Share Repurchase Programs In August 2015, our board of directors authorized $1 billion of Liberty Media Corporation common stock repurchases, which could be used to repurchase any of the Series A and Series C of each of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock.
Purchases of Equity Securities by the Issuer Share Repurchase Programs In November 2019, our board of directors authorized the repurchase of $1 billion of the Company’s common stock. In May 2022, our board of directors authorized the repurchase of an additional $1 billion of the Company’s common stock.
Removed
In November 2019, our board of directors authorized an additional $1 billion of Series A and Series C shares of each of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock repurchases.
Added
Each outstanding share of Liberty SiriusXM Common Stock was reclassified into one share of the corresponding series of new Liberty SiriusXM Common Stock and 0.2500 of a share of the corresponding series of Liberty Live Common Stock, and each outstanding share of Liberty Formula One Common Stock was reclassified into one share of the corresponding series of new Liberty Formula One Common Stock and 0.0428 of a share of the corresponding series of Liberty Live Common Stock.
Added
Stock prices presented in the tables above prior to August 3, 2023 were not adjusted to reflect the Reclassification.
Added
Holders The number of record holders as of January 31, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ Series B ​ Series C ​ Liberty SiriusXM common stock 893 ​ 45 ​ 942 ​ Liberty Formula One common stock 624 ​ 42 ​ 787 ​ Liberty Live common stock 605 ​ 40 ​ 798 ​ ​ The foregoing numbers of record holders do not include the number of stockholders whose shares are held nominally by banks, brokerage houses or other institutions, but include each such institution as one shareholder.
Added
Item 6. [Reserved. ] ​ ​ II-3 Table of Contents

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. ​ [ Reserved ] ​ II‑3 ​ Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ II‑4 ​ Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk ​ II‑30 ​ Item 8. ​ Financial Statements and Supplementary Data ​ II‑31 ​
Biggest changeItem 6. ​ [ Reserved ] ​ II‑3 ​ Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ II‑4 ​ Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk ​ II‑25 ​ Item 8. ​ Financial Statements and Supplementary Data ​ II‑25 ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated Operating Results ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2021 ​ 2020 ​ ​ amounts in millions Revenue ​ ​ Liberty SiriusXM Group ​ ​ ​ ​ ​ ​ ​ ​ Sirius XM Holdings ​ $ 9,003 8,696 8,040 ​ Total Liberty SiriusXM Group ​ ​ 9,003 ​ 8,696 ​ 8,040 ​ Braves Group ​ ​ ​ ​ ​ ​ ​ ​ Corporate and other ​ 588 568 178 ​ Total Braves Group ​ ​ 588 ​ 568 ​ 178 ​ Formula One Group ​ ​ ​ ​ ​ ​ ​ ​ Formula 1 ​ ​ 2,573 ​ 2,136 ​ 1,145 ​ Total Formula One Group ​ ​ 2,573 ​ 2,136 ​ 1,145 ​ Consolidated Liberty ​ $ 12,164 11,400 9,363 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income (Loss) ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ ​ ​ ​ ​ ​ ​ ​ Sirius XM Holdings ​ $ 1,958 1,945 790 ​ Corporate and other ​ ​ (39) ​ (28) ​ (41) ​ Total Liberty SiriusXM Group ​ ​ 1,919 ​ 1,917 ​ 749 ​ Braves Group ​ ​ ​ ​ ​ ​ ​ ​ Corporate and other ​ (28) 20 (128) ​ Total Braves Group ​ ​ (28) ​ 20 ​ (128) ​ Formula One Group ​ ​ ​ ​ ​ ​ ​ ​ Formula 1 ​ ​ 239 ​ 92 ​ (386) ​ Corporate and other ​ ​ (66) ​ (52) ​ (58) ​ Total Formula One Group ​ ​ 173 ​ 40 ​ (444) ​ Consolidated Liberty ​ $ 2,064 1,977 177 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted OIBDA ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ ​ ​ ​ ​ ​ ​ ​ Sirius XM Holdings ​ $ 2,833 2,770 2,575 ​ Corporate and other ​ ​ (26) ​ (15) ​ (31) ​ Total Liberty SiriusXM Group ​ ​ 2,807 ​ 2,755 ​ 2,544 ​ Braves Group ​ ​ ​ ​ ​ ​ ​ ​ Corporate and other ​ 61 104 (53) ​ Total Braves Group ​ ​ 61 ​ 104 ​ (53) ​ Formula One Group ​ ​ ​ ​ ​ ​ ​ ​ Formula 1 ​ ​ 593 ​ 495 ​ 56 ​ Corporate and other ​ ​ (42) ​ (29) ​ (38) ​ Total Formula One Group ​ ​ 551 ​ 466 ​ 18 ​ Consolidated Liberty ​ $ 3,419 3,325 2,509 ​ II-9 Table of Contents Revenue.
Biggest changeII-7 Table of Contents Consolidated Operating Results ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2022 ​ ​ amounts in millions Revenue ​ ​ Liberty SiriusXM Group ​ ​ ​ ​ ​ ​ Sirius XM Holdings ​ $ 8,953 9,003 ​ Total Liberty SiriusXM Group ​ ​ 8,953 ​ 9,003 ​ Formula One Group ​ ​ ​ ​ ​ ​ Formula 1 ​ ​ 3,222 ​ 2,573 ​ Corporate and other ​ ​ 15 ​ — ​ Intergroup elimination ​ ​ (15) ​ — ​ Total Formula One Group ​ ​ 3,222 ​ 2,573 ​ Braves Group ​ ​ ​ ​ ​ ​ Corporate and other ​ 350 588 ​ Total Braves Group ​ ​ 350 ​ 588 ​ Consolidated Liberty ​ $ 12,525 12,164 ​ ​ ​ ​ ​ ​ ​ ​ Operating Income (Loss) ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ ​ ​ ​ ​ ​ Sirius XM Holdings ​ $ 1,876 1,958 ​ Corporate and other ​ ​ (68) ​ (39) ​ Total Liberty SiriusXM Group ​ ​ 1,808 ​ 1,919 ​ Formula One Group ​ ​ ​ ​ ​ ​ Formula 1 ​ ​ 392 ​ 239 ​ Corporate and other ​ ​ (95) ​ (66) ​ Total Formula One Group ​ ​ 297 ​ 173 ​ Liberty Live Group ​ ​ ​ ​ ​ ​ Corporate and other ​ ​ (11) ​ NA ​ Total Liberty Live Group ​ ​ (11) ​ NA ​ Braves Group ​ ​ ​ ​ ​ ​ Corporate and other ​ (31) (28) ​ Total Braves Group ​ ​ (31) ​ (28) ​ Consolidated Liberty ​ $ 2,063 2,064 ​ ​ ​ ​ ​ ​ ​ ​ Adjusted OIBDA ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ ​ ​ ​ ​ ​ Sirius XM Holdings ​ $ 2,774 2,833 ​ Corporate and other ​ ​ (42) ​ (26) ​ Total Liberty SiriusXM Group ​ ​ 2,732 ​ 2,807 ​ Formula One Group ​ ​ ​ ​ ​ ​ Formula 1 ​ ​ 725 ​ 593 ​ Corporate and other ​ ​ (39) ​ (42) ​ Total Formula One Group ​ ​ 686 ​ 551 ​ Liberty Live Group ​ ​ ​ ​ ​ ​ Corporate and other ​ ​ (9) ​ NA ​ Total Liberty Live Group ​ ​ (9) ​ NA ​ Braves Group ​ ​ ​ ​ ​ ​ Corporate and other ​ 14 61 ​ Total Braves Group ​ ​ 14 ​ 61 ​ Consolidated Liberty ​ $ 3,423 3,419 ​ II-8 Table of Contents Revenue.
Maxar Technologies (formerly Space Systems/Loral), the manufacturers of certain of Sirius XM Holdings’ in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5 meeting, SIRIUS FM-5, SIRIUS FM-6 and SXM-8 meeting their fifteen-year design life, which Sirius XM Holdings expects to occur. Additionally, Sirius XM Holdings has entered into various agreements with third parties for general operating purposes.
Maxar Technologies (formerly Space Systems/Loral), the manufacturers of certain of Sirius XM Holdings’ in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-5, SIRIUS FM-6 and SXM-8 meeting their fifteen-year design life, which Sirius XM Holdings expects to occur. Additionally, Sirius XM Holdings has entered into various agreements with third parties for general operating purposes.
The Sirius XM service is distributed through its two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and Sirius XM’s website.
The Sirius XM service is distributed through its two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Radios are primarily distributed through automakers, retailers and Sirius XM’s website.
Selling, general and administrative (excluding litigation settlement) expense includes costs of marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing; personnel related costs; facilities costs, finance, legal, human resources and information technology costs.
Selling, general and administrative (excluding legal settlement) expense includes costs of marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing; personnel related costs; facilities costs, finance, legal, human resources and information technology costs.
See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings, Formula 1 and Braves Holdings. Stock-based compensation.
See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings, and Formula 1. Stock-based compensation.
Formula 1 derives its primary revenue from the commercial exploitation and development of the World Championship through a combination of entering into race promotion, media rights and sponsorship arrangements. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts.
Formula 1 derives its primary revenue from the commercial exploitation and development of the World Championship through a combination of race promotion, media rights and sponsorship arrangements. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts.
(5) Includes amounts related to Sirius XM Holdings’ satellite and transmission, sales and marketing, satellite incentive payments, and other contractual commitments. Sirius XM Holdings satellite and transmission commitments are attributable to agreements for the design and construction of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12, and agreements for the launch of two of those satellites.
(5) Includes amounts related to Sirius XM Holdings’ satellite and transmission, sales and marketing, satellite incentive payments, and other contractual commitments. Sirius XM Holdings satellite and transmission commitments are attributable to agreements for the design, construction and launch of four additional satellites; SXM-9, SXM-10, SXM-11 and SXM-12.
Amounts do not assume additional borrowings or refinancings of existing debt. (2) Amounts (i) are based on our outstanding debt at December 31, 2022, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2022 rates and (iii) assume that our existing debt is repaid at maturity.
Amounts do not assume additional borrowings or refinancings of existing debt. (2) Amounts (i) are based on our outstanding debt at December 31, 2023, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2023 rates and (iii) assume that our existing debt is repaid at maturity.
Liquidity and Capital Resources As of December 31, 2022, substantially all of our cash and cash equivalents were invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
Liquidity and Capital Resources As of December 31, 2023, substantially all of our cash and cash equivalents were invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
Holders of tracking stock have no direct claim to the group’s stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a company, such as Sirius XM Holdings or Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, such as the Liberty SiriusXM Group.
Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty SiriusXM Group.
Sirius XM is distributed through its two proprietary satellite radio systems and streamed via the SXM App for mobile devices, home devices and other consumer electronic equipment. Sirius XM also provides connected vehicle services and a suite of in-vehicle data services. The Pandora and Off-platform business operates a music, comedy and podcast streaming platform.
Sirius XM is distributed through its two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Sirius XM also provides connected vehicle services and a suite of in-vehicle data services. The Pandora and Off-platform business operates a music, comedy and podcast streaming platform.
Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and II-10 Table of Contents other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP’).
Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally II-9 Table of Contents accepted accounting principles (“GAAP’).
Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).
Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).
See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings, Formula 1 and Braves Holdings. Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure.
See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings and Formula 1. Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure.
The Sirius XM service is also available through an in-car user interface called “360L,” that combines Sirius XM’s satellite and streaming services into a single, cohesive in-vehicle entertainment experience. II-19 Table of Contents Sirius XM’s primary source of revenue is subscription fees, with most of its customers subscribing to monthly, quarterly, semi-annual or annual plans.
The Sirius XM service is also available through an in-car user interface called “360L,” that combines Sirius XM’s satellite and streaming services into a single, cohesive in-vehicle entertainment experience. Sirius XM’s primary source of revenue is subscription fees, with most of its customers subscribing to monthly, quarterly, semi-annual or annual plans.
Sirius XM Holdings operates two in-orbit Sirius satellites, FM-5 and FM-6, which launched in 2009 and 2013, respectively, and estimates they will operate effectively through the end of their depreciable lives in 2024 and 2028, respectively. Sirius XM Holdings currently operates four in-orbit XM satellites, XM-3, XM-4, XM-5 and SXM-8.
Sirius XM Holdings operates two in-orbit Sirius satellites, FM-5 and FM-6, which launched in 2009 and 2013, respectively, and estimates they will operate effectively through the end of their depreciable lives in 2024 and 2028, respectively. Sirius XM Holdings currently operates three in-orbit XM satellites, XM-3, XM-5 and SXM-8.
Sirius XM Cost of services includes revenue share and royalties, programming and content costs, customer service and billing expenses and other ancillary costs associated with providing the satellite radio service. ● Revenue Share and Royalties (excluding litigation settlements) includes royalties for transmitting content, including streaming royalties, as well as automaker, content provider and advertising revenue share.
Sirius XM Cost of services includes revenue share and royalties, programming and content costs, customer service and billing expenses and other ancillary costs associated with providing the satellite radio service. ● Revenue Share and Royalties includes royalties for transmitting content, including streaming royalties, as well as automaker, content provider and advertising revenue share.
Each of these agreements was negotiated by the Special Committee with Liberty. As of December 31, 2022, there is an approximate 18% noncontrolling interest in Sirius XM Holdings, and the net earnings of Sirius XM Holdings attributable to such noncontrolling interest is eliminated through the noncontrolling interest line item in the consolidated statement of operations.
Each of these agreements was negotiated by the Special Committee with Liberty. As of December 31, 2023, there is an approximate 17% noncontrolling interest in Sirius XM Holdings, and the net earnings of Sirius XM Holdings attributable to such noncontrolling interest is eliminated through the noncontrolling interest line item in the consolidated statement of operations.
Liberty expects Sirius XM II-16 Table of Contents Holdings to fund its projected uses of cash with cash on hand, cash provided by operations and borrowings under its existing credit facility. Formula 1’s uses of cash are expected to be capital expenditures, debt service payments and operating expenses.
Liberty expects Sirius XM Holdings to fund its projected uses of cash with cash on hand, cash provided by operations and borrowings under its existing credit facility. Formula 1’s uses of cash are expected to be capital expenditures, debt service payments and operating expenses.
II-7 Table of Contents Formula 1. Formula 1’s goal is to further broaden and increase the global scale and appeal of the FIA Formula One World Championship (the “World Championship”) in order to improve the overall value of Formula 1 as a sport and its financial performance.
II-6 Table of Contents Formula 1. Formula 1’s goal is to further broaden and increase the global scale and appeal of the FIA (as defined below) Formula One World Championship (the “World Championship”) in order to improve the overall value of Formula 1 as a sport and its financial performance.
While the Liberty SiriusXM Group, Liberty Braves Group (the “Braves Group”) and Formula One Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements.
While the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements.
II-20 Table of Contents Results of Operations We acquired a controlling interest in Sirius XM Holdings on January 18, 2013 and applied purchase accounting and consolidated the results of Sirius XM Holdings from that date. The results presented below include the impacts of acquisition accounting adjustments in all periods presented.
Results of Operations We acquired a controlling interest in Sirius XM Holdings on January 18, 2013 and applied purchase accounting and consolidated the results of Sirius XM Holdings from that date. The results presented below include the impacts of acquisition accounting adjustments in all periods presented.
As of December 31, 2022, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $31 million. Such amount will be recognized in our consolidated statements of operations over a weighted average period of approximately 1.4 years.
As of December 31, 2023, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $29 million. Such amount will be recognized in our consolidated statements of operations over a weighted average period of approximately 1.7 years.
The projected uses of Liberty’s cash (excluding Sirius XM Holdings’, Formula 1’s and Braves Holdings’ uses of cash) are primarily capital expenditures, the investment in new or existing businesses, debt service, including further repayment of the margin loan secured by shares of Sirius XM Holdings and the potential buyback of common stock under the approved share buyback program.
The projected uses of Liberty’s cash (excluding Sirius XM Holdings’ and Formula 1’s uses of cash) are primarily capital expenditures, the investment in new or existing businesses, including the acquisition of QuintEvents, LLC in January 2024, debt service, including further repayment of the margin loan secured by shares of Sirius XM Holdings, and the potential buyback of common stock under the approved share buyback program.
As of December 31, 2022, the intangible assets not subject to amortization for each of our consolidated reportable segments were as follows (amounts in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill FCC Licenses Other Total Sirius XM Holdings ​ $ 15,209 8,600 1,242 25,051 ​ Formula 1 ​ ​ 3,956 ​ — ​ — ​ 3,956 ​ Other ​ 176 — 124 300 ​ Consolidated ​ $ 19,341 8,600 1,366 29,307 ​ We perform our annual assessment of the recoverability of our goodwill and other nonamortizable intangible assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have occurred.
As of December 31, 2023, the intangible assets not subject to amortization for each of our consolidated reportable segments were as follows (amounts in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill FCC Licenses Other Total Sirius XM Holdings ​ $ 15,209 8,600 1,242 25,051 ​ Formula 1 ​ ​ 3,956 ​ — ​ — ​ 3,956 ​ Consolidated ​ $ 19,165 8,600 1,242 29,007 ​ We perform our annual assessment of the recoverability of our goodwill and other nonamortizable intangible assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have occurred.
As of December 31, 2022, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options and restricted stock units was $472 million. The Sirius XM Holdings unrecognized compensation cost will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 2.5 years.
As of December 31, 2023, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options and restricted stock units was $423 million. The Sirius XM Holdings unrecognized compensation cost will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 2.6 years.
All of these accounting estimates and assumptions, as well as the resulting impact to our financial statements, have been discussed with our audit committee. Non-Financial Instrument Valuations.
All of these accounting estimates and assumptions, as well as the resulting impact to our financial statements, have been discussed with our audit committee. II-16 Table of Contents Non-Financial Instrument Valuations.
Sirius XM also derives revenue from advertising on select non-music channels, which is sold under the SXM Media brand, direct sales of Sirius XM’s satellite radios and accessories, and other ancillary services. As of December 31, 2022, Sirius XM had approximately 34.3 million subscribers. In addition to Sirius XM’s audio entertainment businesses, it provides connected vehicle services to several automakers.
Sirius XM also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of Sirius XM’s satellite radios and accessories, and other ancillary services. As of December 31, 2023, Sirius XM had approximately 33.9 million subscribers. In addition to Sirius XM’s audio entertainment businesses, it provides connected vehicle services to several automakers.
Subscriber acquisition costs are costs associated with Sirius XM’s satellite radio and include hardware subsidies paid to radio manufacturers, distributors and automakers, subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations; and freight.
II-21 Table of Contents Subscriber acquisition costs are costs associated with Sirius XM’s satellite radio service and include hardware subsidies paid to radio manufacturers, distributors and automakers, subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations; and freight.
On January 25, 2023, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock in the amount of $0.0242 per share of common stock, payable on February 24, 2023 to stockholders of record at the close of business on February 9, 2023.
On January 24, 2024, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock in the amount of $0.0266 per share of common stock, payable on February 23, 2024 to stockholders of record at the close of business on February 9, 2024.
Pandora operates a music and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through computers, tablets, mobile devices, vehicle speakers or connected devices.
The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices.
We had net earnings of $2,029 million, earnings of $744 million and losses of $1,391 million for the years ended December 31, 2022, 2021 and 2020, respectively. The change in net earnings was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.
Net earnings. We had net earnings of $962 million and $2,029 million for the years ended December 31, 2023 and 2022, respectively. The change in net earnings was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.
Pursuant to the RP test, Liberty does not have access to Formula 1’s cash when Formula 1’s leverage ratio (defined as net debt divided by covenant earnings before interest, tax, depreciation and amortization for the trailing twelve months) exceeds a certain threshold. As of December 31, 2022, Formula 1 has not made any distributions to Liberty.
Pursuant to the RP test, Liberty does not have access to Formula 1’s cash when Formula 1’s leverage ratio (defined as net debt divided by covenant earnings before interest, tax, depreciation and amortization for the trailing twelve months) exceeds a certain threshold.
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2022 2021 2020 ​ ​ amounts in millions Debt and equity securities ​ $ (7) 204 (74) ​ Debt measured at fair value ​ ​ 717 ​ (886) ​ (114) ​ Change in fair value of bond hedges ​ ​ (236) ​ 193 ​ (127) ​ Other ​ 125 38 (87) ​ ​ ​ $ 599 (451) (402) ​ The changes in unrealized gains (losses) on debt and equity securities (as defined in note 3 of our accompanying consolidated financial statements) are due to market factors primarily driven by changes in the fair value of the stock underlying these financial instruments.
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Debt and equity securities ​ $ 12 (7) ​ Debt measured at fair value ​ ​ (259) ​ 717 ​ Change in fair value of bond hedges ​ ​ (114) ​ (236) ​ Other ​ 38 125 ​ ​ ​ $ (323) 599 ​ The changes in unrealized gains (losses) on debt and equity securities (as defined in note 3 of our accompanying consolidated financial statements) are due to market factors primarily driven by changes in the fair value of the stock underlying these financial instruments.
The World Championship takes place on various circuits with a varying number of events (“Events”) taking place in different countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various aspects of its management and administration.
The World Championship takes place on various circuits with a varying number of events (“Events”) taking place in different countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various aspects of its management and administration. We hold an ownership interest in Live Nation Entertainment, Inc.
The increase for 2021 was driven by higher transaction costs, consulting and personnel-related costs, partially offset by lower bad debt expense and lower call center expense. ● Other includes costs associated with the operation and maintenance of Sirius XM’s terrestrial repeater networks; satellites; satellite telemetry, tracking and control systems; satellite uplink facilities; studios; and delivery of Sirius XM’s Internet and 360L streaming and connected vehicle services as well as costs from the sale of satellite radios, components and accessories and provisions for inventory allowance attributable to products purchased for resale in Sirius XM’s direct to consumer distribution channels.
Customer service and billing expense decreased 5% during 2023, as compared to the prior year, driven by lower call center and personnel-related costs, partially offset by higher transaction costs. ● Other includes costs associated with the operation and maintenance of Sirius XM’s terrestrial repeater networks; satellites; satellite telemetry, tracking and control systems; satellite uplink facilities; studios; and delivery of Sirius XM’s Internet and 360L streaming and connected vehicle services as well as costs from the sale of satellite radios, components and accessories and provisions for inventory allowance attributable to products purchased for resale in Sirius XM’s direct to consumer distribution channels.
Cost of Formula 1 revenue consists primarily of team payments. Other costs of Formula 1 revenue are largely variable in nature and relate to both primary and other Formula 1 revenue.
Other costs of Formula 1 revenue are largely variable in nature and relate to both primary and other Formula 1 revenue.
II-14 Table of Contents As of December 31, 2022, Liberty’s cash and cash equivalents were as follows: ​ ​ ​ ​ ​ ​ ​ Cash and Cash ​ ​ ​ Equivalents ​ ​ ​ amounts in millions ​ Liberty SiriusXM Group ​ ​ ​ Sirius XM Holdings ​ $ 57 Corporate and other ​ ​ 305 ​ Total Liberty SiriusXM Group ​ $ 362 ​ Braves Group ​ ​ ​ ​ Corporate and other ​ $ 151 ​ Total Braves Group ​ $ 151 ​ Formula One Group ​ ​ ​ ​ Formula 1 ​ $ 752 ​ Corporate and other ​ ​ 981 ​ Total Formula One Group ​ $ 1,733 ​ The Company has a controlling interest in Sirius XM Holdings which has significant cash flows provided by operating activities, although due to Sirius XM Holdings being a separate public company and the significant noncontrolling interest, we do not have ready access to its cash.
II-13 Table of Contents As of December 31, 2023, Liberty’s cash and cash equivalents were as follows (amounts in millions): ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ ​ ​ Sirius XM Holdings ​ $ 216 Corporate and other ​ ​ 90 ​ Total Liberty SiriusXM Group ​ $ 306 ​ Formula One Group ​ ​ ​ ​ Formula 1 ​ $ 1,002 ​ Corporate and other ​ ​ 406 ​ Total Formula One Group ​ $ 1,408 ​ Liberty Live Group ​ ​ ​ ​ Corporate and other ​ $ 305 ​ Total Liberty Live Group ​ $ 305 ​ The Company has a controlling interest in Sirius XM Holdings which has significant cash flows provided by operating activities, although due to Sirius XM Holdings being a separate public company and the significant noncontrolling interest, we do not have ready access to its cash.
Liberty expects Braves Holdings to fund its projected uses of cash with cash on hand, cash provided by operations and through borrowings under construction loans. We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.
Liberty expects Formula 1 to fund its projected uses of cash with cash on hand and cash provided by operations. We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.
Team payments increased $89 million and $357 million during the years ended December 31, 2022 and 2021, respectively, as compared to the corresponding periods in the prior year, driven by increases in Formula 1 revenue and the associated impact on the calculation of variable Prize Fund elements, which are calculated with reference to Formula 1’s revenue and costs.
Team payments increased $58 million during the year ended December 31, 2023, as compared to the prior year, driven by the increase in Formula 1 revenue and the associated impact on the calculation of variable Prize Fund elements, which are calculated with reference to Formula 1’s revenue and costs.
Other costs of Formula 1 revenue also include circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, advertising and sponsorship commissions, Formula 2 and Formula 3 cars, parts and maintenance services, television production and post-production services, advertising production services and digital and social media activities. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2022 2021 ​ 2020 ​ ​ ​ amounts in millions ​ Team payments ​ $ (1,157) ​ (1,068) ​ (711) ​ Other costs of Formula 1 revenue ​ ​ (593) ​ (421) ​ (263) ​ Cost of Formula 1 revenue ​ $ (1,750) ​ (1,489) ​ (974) ​ ​ Cost of Formula 1 revenue increased $261 million and $515 million during the years ended December 31, 2022 and 2021, respectively, as compared to the corresponding periods in the prior year.
Other costs of Formula 1 revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the new F1 Academy series, television production and post-production services, advertising production services and digital and social media activities. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 2022 ​ ​ ​ amounts in millions ​ Team payments ​ $ (1,215) ​ (1,157) ​ Other costs of Formula 1 revenue ​ ​ (1,041) ​ (593) ​ Cost of Formula 1 revenue ​ $ (2,256) ​ (1,750) ​ ​ Cost of Formula 1 revenue increased $506 million during the year ended December 31, 2023, as compared to the prior year.
II-25 Table of Contents Formula 1’s operating results were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2022 2021 ​ 2020 ​ ​ amounts in millions ​ Primary Formula 1 revenue ​ $ 2,107 1,850 ​ 1,029 ​ Other Formula 1 revenue ​ ​ 466 286 ​ 116 ​ Total Formula 1 revenue ​ ​ 2,573 2,136 ​ 1,145 ​ Operating expenses (excluding stock-based compensation included below): ​ ​ ​ ​ ​ ​ ​ ​ Cost of Formula 1 revenue (exclusive of depreciation shown separately below) ​ ​ (1,750) ​ (1,489) ​ (974) ​ Selling, general and administrative expenses ​ ​ (230) (152) ​ (115) ​ Adjusted OIBDA ​ ​ 593 495 ​ 56 ​ Stock-based compensation ​ ​ (3) ​ (17) ​ (13) ​ Depreciation and amortization ​ ​ (351) (386) ​ (429) ​ Operating income (loss) $ 239 92 ​ (386) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Events ​ ​ 22 ​ 22 ​ 17 ​ Primary Formula 1 revenue is derived from the commercial exploitation and development of the World Championship through a combination of race promotion fees (earned from granting the rights to host, stage and promote each Event on the World Championship calendar, fees from certain race promoters to license additional commercial rights from Formula 1 to secure Formula 2 and Formula 3 races at their Events and from technical service fees from promoters to support the origination of program footage), media rights fees (earned from licensing the right to broadcast Events and Formula 2 and Formula 3 races on television and other platforms, F1 TV subscriptions and other related services, the origination of program footage, footage from Formula 1’s archives and the licensing of radio broadcast and other ancillary media rights) and sponsorship fees (earned from the sale of World Championship and Event-related advertising and sponsorship rights and the servicing of such rights, rights to advertise on Formula 1’s digital platforms and at non-Championship related events).
Formula 1’s operating results were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 2022 ​ ​ amounts in millions ​ Primary Formula 1 revenue ​ $ 2,560 2,107 ​ Other Formula 1 revenue ​ ​ 662 466 ​ Total Formula 1 revenue ​ ​ 3,222 2,573 ​ Operating expenses (excluding stock-based compensation included below): ​ ​ ​ ​ ​ ​ Cost of Formula 1 revenue (exclusive of depreciation shown separately below) ​ ​ (2,256) ​ (1,750) ​ Selling, general and administrative expenses ​ ​ (241) (230) ​ Adjusted OIBDA ​ ​ 725 593 ​ Stock-based compensation ​ ​ (3) ​ (3) ​ Depreciation and amortization ​ ​ (330) (351) ​ Operating income (loss) $ 392 239 ​ ​ ​ ​ ​ ​ ​ ​ Number of Events ​ ​ 22 ​ 22 ​ Primary Formula 1 revenue is derived from the commercial exploitation and development of the World Championship through a combination of race promotion fees (earned from granting the rights to host, stage and promote each Event on the World Championship calendar, fees from certain race promoters to license additional commercial rights from Formula 1 to secure Formula 2 and Formula 3 races at their Events, technical service fees from promoters to support the origination of program footage and, beginning in 2023, ticketing revenue from Formula 1’s direct promotion of the Las Vegas Grand Prix), media rights fees (earned from licensing the right to broadcast Events and Formula 2 and Formula 3 races on television and other platforms, F1 TV subscriptions and other related services, the origination of program footage, footage from Formula 1’s archives and the licensing of radio broadcast and other ancillary media rights) and sponsorship fees (earned from the sale of World Championship and Event-related advertising and sponsorship rights and the servicing of such rights, rights to advertise on Formula 1’s digital platforms and at non-Championship related events).
II-27 Table of Contents Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, non-Event-related travel costs, insurance premiums, maintenance and utility costs and other general office administration costs.
Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, insurance premiums, maintenance and utility costs and other general office administration costs.
II-23 Table of Contents Pandora and Off-platform Cost of services (excluding legal reserve) includes revenue share and royalties, programming and content costs, customer service and billing expenses and other ancillary costs. ● Revenue share and royalties include licensing fees paid for streaming music or other content to Pandora’s subscribers and listeners as a well as revenue share paid to third party ad servers.
Pandora and Off-platform Cost of services includes revenue share and royalties, programming and content costs, customer service and billing expenses and other ancillary costs. ● Revenue share and royalties include licensing fees paid for streaming music or other content related to podcasts as well as revenue share paid to third party ad servers.
Sirius XM Holdings’ primary uses of cash during the year ended December 31, 2022 were dividends paid to stockholders, repurchase and retirement of outstanding Sirius XM Holdings common stock, additions to property and equipment and acquisitions. The Sirius XM Holdings uses of cash were funded by borrowings of debt and cash provided by operating activities.
These uses were primarily funded by cash on hand and dividends from Sirius XM Holdings. Sirius XM Holdings’ primary uses of cash during the year ended December 31, 2023 were dividends paid to stockholders, repurchase and retirement of outstanding Sirius XM Holdings common stock, additions to property and equipment and acquisitions.
As of December 31, 2022, Pandora had approximately 6.2 million subscribers. The majority of Pandora’s revenue is generated from advertising on its ad-supported radio service which is sold under the SXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
As of December 31, 2023, Pandora had approximately 46.0 million monthly active users and 6.0 million subscribers. II-18 Table of Contents The majority of Pandora’s revenue is generated from advertising on its ad-supported radio service which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
The largest components of other costs of Formula 1 revenue include hospitality costs, which are principally related to catering and other aspects of the production and delivery of the Paddock Club, and those incurred in the provision and sale of freight, travel and logistical services.
The largest components of other costs of Formula 1 revenue are costs related to promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other Events, and costs incurred in the provision and sale of freight, travel and logistical services.
Following the Split-Off, the Company intends to reclassify its then-outstanding shares of common stock into three new tracking stocks to be designated Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provide for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”).
On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks—Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”).
As of December 31, 2022, the Braves Group is primarily comprised II-5 Table of Contents of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC” or the “Braves”), certain assets and liabilities associated with the Braves’ stadium (“Truist Park” or the “Stadium”) and a mixed-use development around Truist Park that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”) and corporate cash.
Prior to the Split-Off, the Braves Group was primarily comprised of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC” or the “Braves”), certain assets and liabilities associated with the Braves’ stadium (the “Stadium”) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”) and corporate cash.
If the carrying value of our long-lived assets exceeds their estimated fair value, we are required to write the carrying value down to fair value. Any such writedown is included in impairment of long-lived assets in our consolidated statement of operations. A high degree of judgment is required to estimate the fair value of our long-lived assets.
If the carrying value of our long-lived assets exceeds their estimated fair value, we are required to write the carrying value down to fair value. Any such write-down is included in impairment, restructuring and acquisition costs, net of recoveries in our consolidated statement of operations.
Income taxes. The Company had income tax expense of $164 million, income tax expense of $45 million and income tax benefit of $44 million for the years ended December 31, 2022, 2021 and 2020, respectively. Our effective tax rate for the years ended December 31, 2022, 2021 and 2020 was 7%, 6% and 3%, respectively.
Income taxes. The Company had income tax expense of $223 million and $164 million for the years ended December 31, 2023 and 2022, respectively. Our effective tax rate for the years ended December 31, 2023 and 2022 was 19% and 7%, respectively.
The increases for both years were driven primarily by higher content licensing costs. ● Customer Service and Billing includes costs associated with the operation and management of Sirius XM’s internal and third party customer service centers and Sirius XM’s subscriber management systems as well as billing and collection costs, bad debt expense and transaction fees.
Programming and content costs increased 1% during 2023, as compared to the prior year, driven by higher content licensing costs. ● Customer Service and Billing includes costs associated with the operation and management of Sirius XM’s internal and third party customer service centers and Sirius XM’s subscriber management systems as well as billing and collection costs, bad debt expense and transaction fees.
The XM-3 satellite, launched in 2005, and the XM-4 satellite, launched in 2006, are used as in-orbits spares and reached the end of their depreciable lives in 2020 and 2021, respectively. The XM-5 satellite was launched in 2010 and is expected to reach the end of its depreciable life in 2025.
The XM-3 satellite was launched in 2005, is used as an in-orbit spare and reached the end of its depreciable life in 2020. The XM-5 satellite was launched in 2010 and is expected to reach the end of its depreciable life in 2025.
During the year ended December 31, 2022, interest expense for the Liberty Sirius XM Group increased as compared to the corresponding prior year primarily due to an increase in interest rates on the margin loan secured by shares of Sirius XM Holdings common stock and interest expense for the Formula One Group increased as compared to the corresponding prior year primarily due to an increase in interest rates on Formula 1’s Senior Loan Facility.
Interest expense for the Formula One Group increased primarily due to an increase in interest rates on Formula 1’s Senior Loan Facility and interest expense for the Liberty SiriusXM Group increased primarily due to increases in interest rates on the margin loan secured by shares of Sirius XM Holdings common stock and the Sirius XM Holdings Senior Secured Revolving Credit Facility and Incremental Term Loan.
The 2021 decrease was primarily driven by lower bad debt expense, partially offset by higher transaction fees. ● Other includes costs associated with content streaming, maintaining Pandora’s streaming radio and on-demand subscription services and creating and serving advertisements through third party ad servers.
Customer service and billing increased 1% during the year ended December 31, 2023, as compared to the prior year, primarily driven by higher bad debt expense, partially offset by lower transaction fees. ● Other includes costs associated with content streaming, maintaining Pandora’s streaming radio and on-demand subscription services and creating and serving advertisements through third party ad servers.
Depreciation and amortization decreased $35 million and $43 million during the year ended December 31, 2022 and 2021, respectively, as compared the corresponding periods in the prior year, primarily due to decreases in amortization expense related to certain intangible assets acquired in the acquisition of Formula 1 by Liberty. Braves Group Braves Holdings.
Depreciation and amortization decreased $21 million during the year ended December 31, 2023, as compared to the prior year, primarily due to decreases in amortization expense related to certain intangible assets acquired in the acquisition of Formula 1 by Liberty. II-24 Table of Contents
Sirius XM Holdings has also entered into agreements to launch two of these satellites. Sirius XM Holdings’ satellites have been designed to last fifteen-years. Sirius XM Holdings’ in-orbit satellites may experience component failures which could adversely affect their useful lives.
II-17 Table of Contents Sirius XM Holdings’ satellites have been designed to last fifteen-years. Sirius XM Holdings’ in-orbit satellites may experience component failures which could adversely affect their useful lives.
Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to facilitating the shipment of cars and equipment to and from events outside of Europe, revenue from the sale of tickets to the Formula One Paddock Club at most Events, support races at Events, various television production activities and other ancillary operations.
Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to facilitating the shipment of cars and equipment to and from events outside of Europe, the sale of tickets to the Paddock Club at most Events, the sale of hospitality and experiences at the Las Vegas Grand Prix, the operation of the Formula 2, Formula 3 and the new F1 Academy series, other licensing opportunities, various television production activities and other ancillary operations.
Strategies and Challenges of Business Units Sirius XM Holdings. Sirius XM Holdings is focused on several initiatives to increase its revenue. Sirius XM Holdings regularly evaluates its business plans and strategy.
Subject to the satisfaction of the conditions, the Company expects to complete the Transactions early in the third quarter of 2024. Strategies and Challenges of Business Units Sirius XM Holdings. Sirius XM Holdings is focused on several initiatives to increase its revenue. Sirius XM Holdings regularly evaluates its business plans and strategy.
As of December 31, 2022, the Liberty SiriusXM Group is primarily comprised of Liberty’s interests in Sirius XM Holdings and Live Nation, corporate cash, Liberty’s 1.375% Cash Convertible Senior Notes due 2023 and related financial instruments, Liberty’s 2.125% Exchangeable Senior Debentures due 2048, Liberty’s 2.75% Exchangeable Senior Debentures due 2049, Liberty’s 0.5% Exchangeable Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose subsidiaries of Liberty.
As of December 31, 2023, the Liberty SiriusXM Group is primarily comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75% Convertible Senior Notes due 2028, Liberty’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty.
Atlanta Braves Holdings, Inc. will be comprised of the businesses, assets and liabilities attributed to the Braves Group. The intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Formula One Group remaining immediately prior to the Split-Off, however, will be settled and extinguished in connection with the Split-Off.
ABH is comprised of the businesses, assets and liabilities attributed to the Liberty Braves Group (the “Braves Group”) immediately prior to the Split-Off, except for the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Liberty Formula One Group (the “Formula One Group”), which were settled and extinguished in connection with the Split-Off.
The 2021 increase was driven by increases at Formula 1, Sirius XM Holdings and Braves Holdings of $991 million, $656 million and $390 million, respectively. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings, Formula 1 and Braves Holdings. Operating income.
See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings and Formula 1. Operating income.
Changes in unrealized gains (losses) on debt measured at fair value are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. Liberty issued $1 billion of cash convertible notes and entered into a bond hedge transaction on the same amount of underlying shares in October 2013.
Changes in unrealized gains (losses) on debt measured at fair value are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable.
The following table presents our share of earnings (losses) of affiliates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2022 2021 2020 ​ ​ amounts in millions Liberty SiriusXM Group ​ ​ ​ ​ ​ ​ ​ ​ Live Nation ​ $ 72 ​ (235) ​ (465) ​ Sirius XM Canada ​ ​ — 4 5 ​ Other ​ ​ (5) (22) (24) ​ Total Liberty SiriusXM Group ​ ​ 67 (253) (484) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Braves Group ​ ​ ​ ​ ​ ​ ​ ​ Other ​ 32 30 6 ​ Total Braves Group ​ 32 30 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Formula One Group ​ ​ ​ ​ ​ ​ ​ ​ Live Nation ​ NA NA (112) ​ Other ​ ​ — 23 4 ​ Total Formula One Group ​ ​ — 23 (108) ​ ​ ​ $ 99 (200) (586) ​ ​ Liberty’s interest in Live Nation was reattributed from the Formula One Group to the Liberty SiriusXM Group effective April 22, 2020.
The following table presents our share of earnings (losses) of affiliates: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Liberty SiriusXM Group ​ ​ ​ ​ ​ ​ Live Nation ​ $ 127 ​ 72 ​ Sirius XM Canada ​ ​ 2 — ​ Other ​ ​ (21) (5) ​ Total Liberty SiriusXM Group ​ ​ 108 67 ​ ​ ​ ​ ​ ​ ​ ​ Formula One Group ​ ​ ​ ​ ​ ​ Other ​ ​ (4) — ​ Total Formula One Group ​ ​ (4) — ​ ​ ​ ​ ​ ​ ​ ​ Liberty Live Group ​ ​ ​ ​ ​ ​ Live Nation ​ ​ 21 NA ​ Other ​ ​ 1 NA ​ Total Liberty Live Group ​ ​ 22 NA ​ ​ ​ ​ ​ ​ ​ ​ Braves Group ​ ​ ​ ​ ​ ​ Other ​ 12 32 ​ Total Braves Group ​ 12 32 ​ Consolidated Liberty ​ $ 138 99 ​ ​ Liberty’s interest in Live Nation and certain other equity affiliates were reattributed from the Liberty SiriusXM Group and the Formula One Group to the Liberty Live Group effective August 3, 2023.
We recorded $237 million, $256 million and $261 million of stock compensation expense for the years ended December 31, 2022, 2021 and 2020, respectively. The decrease in stock compensation expense in 2022 as compared to 2021 is primarily due to decreases of $14 million and $5 million at Formula 1 and Sirius XM Holdings, respectively.
We recorded $232 million and $237 million of stock compensation expense for the years ended December 31, 2023 and 2022, respectively. The decrease in 2023 as compared to 2022 is primarily due to a decrease of $13 million at Sirius XM Holdings, partially offset by an increase in corporate and other stock compensation expense.
Selling, general and administrative expenses increased $78 million and $37 million during the years ended December 31, 2022 and 2021, respectively, as compared to the corresponding periods in the prior year. The 2022 increase was driven by higher personnel and information technology costs, foreign exchange losses and higher legal and other advisory fees.
Selling, general and administrative expenses increased $11 million during the year ended December 31, 2023, as compared to the prior year, driven by higher personnel, information technology and marketing costs, partially offset by lower legal and professional fees and lower foreign exchange losses.
II-21 Table of Contents Sirius XM Holdings’ operating results were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2022 2021 2020 ​ ​ amounts in millions Sirius XM: ​ ​ ​ ​ ​ ​ ​ ​ Subscriber revenue ​ $ 6,370 6,084 5,857 ​ Advertising revenue ​ ​ 196 ​ 188 ​ 157 ​ Equipment revenue ​ ​ 189 ​ 201 ​ 173 ​ Other revenue ​ 150 151 155 ​ Total Sirius XM revenue ​ ​ 6,905 ​ 6,624 ​ 6,342 ​ Pandora and Off-platform: ​ ​ ​ ​ ​ ​ ​ ​ Subscriber revenue ​ ​ 522 ​ 530 ​ 515 ​ Advertising revenue ​ ​ 1,576 ​ 1,542 ​ 1,183 ​ Total Pandora and Off-platform revenue ​ ​ 2,098 ​ 2,072 ​ 1,698 ​ Total revenue ​ 9,003 8,696 8,040 ​ Operating expenses (excluding stock-based compensation included below): ​ ​ ​ ​ ​ ​ ​ ​ Sirius XM cost of services ​ (2,641) (2,594) (2,430) ​ Pandora and Off-platform cost of services (excluding litigation reserve) ​ ​ (1,443) ​ (1,329) ​ (1,121) ​ Subscriber acquisition costs ​ (352) (325) (362) ​ Selling, general and administrative expenses (excluding litigation settlement) ​ (1,488) (1,449) (1,332) ​ Other operating expenses ​ (246) (229) (220) ​ Adjusted OIBDA ​ 2,833 2,770 2,575 ​ Litigation settlements and reserves ​ ​ — ​ — ​ 16 ​ Stock-based compensation ​ (197) (202) (223) ​ Impairment, restructuring and acquisition costs, net of recoveries ​ ​ (68) ​ (20) (1,004) ​ Depreciation and amortization ​ (610) (603) (574) ​ Operating income ​ $ 1,958 1,945 790 ​ Sirius XM Subscriber revenue includes self-pay and paid promotional subscriptions, U.S.
II-19 Table of Contents Sirius XM Holdings’ operating results were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Sirius XM: ​ ​ ​ ​ ​ ​ Subscriber revenue ​ $ 6,342 6,370 ​ Advertising revenue ​ ​ 169 ​ 196 ​ Equipment revenue ​ ​ 193 ​ 189 ​ Other revenue ​ 136 150 ​ Total Sirius XM revenue ​ ​ 6,840 ​ 6,905 ​ Pandora and Off-platform: ​ ​ ​ ​ ​ ​ Subscriber revenue ​ ​ 524 ​ 522 ​ Advertising revenue ​ ​ 1,589 ​ 1,576 ​ Total Pandora and Off-platform revenue ​ ​ 2,113 ​ 2,098 ​ Total revenue ​ 8,953 9,003 ​ Operating expenses (excluding stock-based compensation included below): ​ ​ ​ ​ ​ ​ Sirius XM cost of services ​ (2,689) (2,641) ​ Pandora and Off-platform cost of services ​ ​ (1,475) ​ (1,443) ​ Subscriber acquisition costs ​ (359) (352) ​ Selling, general and administrative expenses (excluding litigation settlement) ​ (1,380) (1,488) ​ Other operating expenses ​ (276) (246) ​ Adjusted OIBDA ​ 2,774 2,833 ​ Stock-based compensation ​ (184) (197) ​ Depreciation and amortization ​ (624) (610) ​ Impairment, restructuring and acquisition costs, net of recoveries ​ ​ (66) ​ (68) ​ Litigation settlements, net of recoveries ​ ​ (24) ​ — ​ Operating income ​ $ 1,876 1,958 ​ Sirius XM Subscriber revenue includes self-pay and paid promotional subscriptions, U.S.
Consolidated interest expense increased $47 million and $8 million for the years ended December 31, 2022 and 2021, respectively, as compared to the corresponding prior year periods.
Consolidated interest expense increased $93 million for the year ended December 31, 2023, as compared to the prior year.
Impairment, restructuring and acquisition costs, net of recoveries include impairment charges associated with intangible assets, impairment charges, net of insurance recoveries, associated with the SXM-7 satellite, restructuring expenses associated with the abandonment of certain leased office spaces and acquisition costs.
Impairment, restructuring and acquisition costs, net of recoveries include impairment charges associated with the carrying amount of an asset exceeding the asset’s fair value, restructuring expenses associated with the abandonment of certain leased office spaces and acquisition costs.
Our effective tax rate for all three years was impacted for the following reasons: ● During 2022, our effective tax rate was lower than the 21% U.S. federal tax rate due to a decrease in our valuation allowance, partially offset by the effect of state income taxes. ● During 2021, our effective tax rate was lower than the 21% U.S. federal tax rate due to federal income tax credits, the settlement of state income tax audits at Sirius XM Holdings and a change in the Company’s foreign effective tax rate, partially offset by an increase in the Company’s valuation allowance, the effect of state income taxes and certain losses that are not deductible for income tax purposes. ● During 2020, our effective tax rate was lower than the 21% U.S. federal tax rate due to additional tax expense related to an impairment loss on goodwill that is not deductible for tax purposes and an increase in the Company’s valuation allowance, partially offset by tax benefits related to changes in the Company’s foreign effective tax rate and federal tax credits.
Our effective tax rate both years was impacted for the following reasons: ● During 2023, our effective tax rate was lower than the 21% U.S. federal tax rate due to tax credits and incentives generated by our alternative energy investments, partially offset by the effect of state income taxes and certain losses that are not deductible for tax purposes. ● During 2022, our effective tax rate was lower than the 21% U.S. federal tax rate due to a decrease in our valuation allowance, partially offset by the effect of state income taxes.
II-11 Table of Contents Other Income and Expense Components of Other Income (Expense) are presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2022 2021 2020 ​ ​ amounts in millions Interest expense ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ (511) ​ (495) ​ (462) ​ Braves Group ​ ​ (29) ​ (24) ​ (26) ​ Formula One Group ​ ​ (149) ​ (123) ​ (146) ​ Consolidated Liberty ​ $ (689) (642) (634) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share of earnings (losses) of affiliates ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ 67 ​ (253) ​ (484) ​ Braves Group ​ ​ 32 ​ 30 ​ 6 ​ Formula One Group ​ ​ — ​ 23 ​ (108) ​ Consolidated Liberty ​ $ 99 (200) (586) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Realized and unrealized gains (losses) on financial instruments, net ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ 471 ​ (433) ​ (521) ​ Braves Group ​ ​ 13 ​ 3 ​ (10) ​ Formula One Group ​ ​ 115 ​ (21) ​ 129 ​ Consolidated Liberty ​ $ 599 (451) (402) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gains (losses) on dilution of investment in affiliate ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ 10 ​ 152 ​ 4 ​ Braves Group ​ ​ — ​ — ​ — ​ Formula One Group ​ ​ — ​ — ​ — ​ Consolidated Liberty ​ $ 10 ​ 152 ​ 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other, net ​ ​ ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ 32 ​ (60) ​ (17) ​ Braves Group ​ ​ 20 ​ (1) ​ — ​ Formula One Group ​ ​ 58 ​ 14 ​ 23 ​ Consolidated Liberty ​ $ 110 (47) 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 129 (1,188) (1,612) ​ Interest expense.
II-10 Table of Contents Other Income and Expense Components of Other Income (Expense) are presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Interest expense ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ (538) ​ (511) ​ Formula One Group ​ ​ (214) ​ (149) ​ Liberty Live Group ​ ​ (10) ​ NA ​ Braves Group ​ ​ (20) ​ (29) ​ Consolidated Liberty ​ $ (782) (689) ​ ​ ​ ​ ​ ​ ​ ​ Share of earnings (losses) of affiliates ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ 108 ​ 67 ​ Formula One Group ​ ​ (4) ​ — ​ Liberty Live Group ​ ​ 22 ​ NA ​ Braves Group ​ ​ 12 ​ 32 ​ Consolidated Liberty ​ $ 138 99 ​ ​ ​ ​ ​ ​ ​ ​ Realized and unrealized gains (losses) on financial instruments, net ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ (215) ​ 471 ​ Formula One Group ​ ​ 42 ​ 115 ​ Liberty Live Group ​ ​ (153) ​ NA ​ Braves Group ​ ​ 3 ​ 13 ​ Consolidated Liberty ​ $ (323) 599 ​ ​ ​ ​ ​ ​ ​ ​ Gains (losses) on dilution of investment in affiliate ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ (6) ​ 10 ​ Formula One Group ​ ​ — ​ — ​ Liberty Live Group ​ ​ 2 ​ NA ​ Braves Group ​ ​ — ​ — ​ Consolidated Liberty ​ $ (4) ​ 10 ​ ​ ​ ​ ​ ​ ​ ​ Other, net ​ ​ ​ ​ ​ ​ Liberty SiriusXM Group ​ $ 43 ​ 32 ​ Formula One Group ​ ​ 75 ​ 58 ​ Liberty Live Group ​ ​ (30) ​ NA ​ Braves Group ​ ​ 5 ​ 20 ​ Consolidated Liberty ​ $ 93 110 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (878) 129 ​ Interest expense.
II-8 Table of Contents Results of Operations—Consolidated ​ General. Provided in the tables below is information regarding our Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our consolidated reportable segments.
Provided in the tables below is information regarding our Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our consolidated reportable segments. The “corporate and other” category consists of those assets or businesses which do not qualify as a separate reportable segment.
II-15 Table of Contents The cash provided (used) by our continuing operations was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2022 2021 2020 Cash Flow Information ​ amounts in millions Liberty SiriusXM Group cash provided (used) by operating activities ​ $ 1,959 ​ 1,894 ​ 1,924 ​ Braves Group cash provided (used) by operating activities ​ ​ 53 ​ 62 ​ (55) ​ Formula One Group cash provided (used) by operating activities ​ ​ 534 ​ 481 ​ (139) ​ Net cash provided (used) by operating activities ​ $ 2,546 2,437 1,730 ​ Liberty SiriusXM Group cash provided (used) by investing activities ​ $ (493) ​ (64) ​ (734) ​ Braves Group cash provided (used) by investing activities ​ ​ 53 ​ (25) ​ (77) ​ Formula One Group cash provided (used) by investing activities ​ ​ 394 ​ (600) ​ 75 ​ Net cash provided (used) by investing activities ​ $ (46) (689) (736) ​ Liberty SiriusXM Group cash provided (used) by financing activities ​ $ (1,702) ​ (2,232) ​ (689) ​ Braves Group cash provided (used) by financing activities ​ ​ (177) ​ 22 ​ 105 ​ Formula One Group cash provided (used) by financing activities ​ ​ (1,269) ​ 512 ​ 1,158 ​ Net cash provided (used) by financing activities ​ $ (3,148) (1,698) 574 ​ ​ Liberty’s primary uses of corporate cash during the year ended December 31, 2022 (excluding cash used by Sirius XM Holdings, Formula 1 and Braves Holdings) were $2.0 billion of debt repayments, $358 million of Series A and Series C Liberty SiriusXM common stock repurchases, $241 million to purchase land adjacent to the Las Vegas Strip in support of the 2023 Las Vegas Grand Prix and $37 million of Series A Liberty Formula One common stock repurchases.
The cash provided (used) by our operations was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 2021 Cash Flow Information ​ amounts in millions Liberty SiriusXM Group cash provided (used) by operating activities ​ $ 1,826 ​ 1,959 ​ 1,894 ​ Formula One Group cash provided (used) by operating activities ​ ​ 619 ​ 534 ​ 481 ​ Liberty Live Group cash provided (used) by operating activities ​ ​ (13) ​ NA ​ NA ​ Braves Group cash provided (used) by operating activities ​ ​ 32 ​ 53 ​ 62 ​ Net cash provided (used) by operating activities ​ $ 2,464 2,546 2,437 ​ Liberty SiriusXM Group cash provided (used) by investing activities ​ $ (696) ​ (493) ​ (64) ​ Formula One Group cash provided (used) by investing activities ​ ​ (510) ​ 394 ​ (600) ​ Liberty Live Group cash provided (used) by investing activities ​ ​ 1 ​ NA ​ NA ​ Braves Group cash provided (used) by investing activities ​ ​ (35) ​ 53 ​ (25) ​ Net cash provided (used) by investing activities ​ $ (1,240) (46) (689) ​ Liberty SiriusXM Group cash provided (used) by financing activities ​ $ (1,185) ​ (1,702) ​ (2,232) ​ Formula One Group cash provided (used) by financing activities ​ ​ (435) ​ (1,269) ​ 512 ​ Liberty Live Group cash provided (used) by financing activities ​ ​ 317 ​ NA ​ NA ​ Braves Group cash provided (used) by financing activities ​ ​ (170) ​ (177) ​ 22 ​ Net cash provided (used) by financing activities ​ $ (1,473) (3,148) (1,698) ​ ​ II-14 Table of Contents Liberty’s primary uses of corporate cash during the year ended December 31, 2023 (excluding cash used by Sirius XM Holdings, Formula 1 and Braves Holdings) were $659 million of net debt repayments, $314 million of capital expenditures and $140 million of investments in equity securities.
Sirius XM Holdings sales and marketing commitments primarily relate to payments to sponsors, retailers, automakers, radio manufacturers and other third parties pursuant to marketing, sponsorship and II-17 Table of Contents distribution agreements to promote Sirius XM Holdings’ brands.
Sirius XM Holdings has also entered into agreements to operate and maintain satellite telemetry, tracking and control facilities and certain components of its terrestrial repeater networks. Sirius XM Holdings sales and marketing commitments primarily relate to payments to sponsors, retailers, automakers, radio manufacturers and other third parties pursuant to marketing, sponsorship and distribution agreements to promote Sirius XM Holdings’ brands.
Race promotion revenue increased during the year ended December 31, 2022, as compared to the prior year, due to higher fees generated from the mix of Events held, with three additional races held outside of Europe compared to 2021 and no one-time changes to the terms of contractual arrangements, as was the case for a limited number of Events in 2021.
Race promotion revenue increased during the year ended December 31, 2023, as compared to the prior year, due to ticketing revenue from the inaugural Las Vegas Grand Prix, higher fees generated from the mix of Events held, with two additional races held outside of Europe (including the Las Vegas Grand Prix) compared to 2022 and other contractual increases in fees.
During the year ended December 31, 2022, Sirius XM Holdings declared quarterly dividends and a special dividend and paid in cash an aggregate amount of $1,339 million, of which Liberty received $1,090 million.
The Sirius XM Holdings uses of cash were funded by borrowings of debt and cash provided by operating activities. During the year ended December 31, 2023, Sirius XM Holdings declared quarterly dividends and paid in cash an aggregate amount of $383 million, of which Liberty received $318 million.
The SXM-8 satellite was successfully launched into a geostationary orbit on June 6, 2021 and was placed into service on September 8, 2021 following the completion of in-orbit testing. The SXM-8 satellite replaced the XM-3 satellite. Sirius XM Holdings has entered into agreements for the design and construction of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12.
The SXM-8 satellite was launched in 2021 and is expected to reach the end of its depreciable life in 2036. The SXM-8 satellite replaced the XM-3 satellite. Sirius XM Holdings has entered into agreements for the design, construction and launch of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12.
Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company.
Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company. As stated in note 9 to the accompanying consolidated financial statements, the Company, Sirius XM Holdings and Formula 1 are in compliance with all debt covenants as of December 31, 2023.
Media rights revenue increased during the year ended December 31, 2022, as compared to the prior year, due to growth in F1 TV subscription revenue as well as increased revenue pursuant to certain new and renewed broadcasting agreements.
Media rights revenue increased during the year ended December 31, 2023, as compared to the prior year, due to the effect of contractual increases in season-based fees and the continued growth in F1 TV subscription revenue.
Due to the high degree of judgment involved in our estimation techniques, any value ultimately derived from our long-lived assets may differ from our estimate of fair value. As each of our operating segments has long-lived assets, this critical accounting policy affects the financial position and results of operations of each segment.
As each of our operating segments has long-lived assets, this critical accounting policy affects the financial position and results of operations of each segment.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+1 added−7 removed7 unchanged
Biggest changeWe periodically use equity collars and other financial instruments to manage market risk associated with certain investment positions. These instruments are recorded at fair value based on option pricing models. At December 31, 2022, the fair value of our marketable equity securities was $80 million.
Biggest changeWe periodically use equity collars and other financial instruments to manage market risk associated with certain investment positions. These instruments are recorded at fair value based on option pricing models. At December 31, 2023, the fair value of our marketable equity securities was $113 million.
Had the market price of such securities been 10% lower at December 31, 2022, the aggregate value of such securities would have been $8 million lower. Additionally, our stock in Live Nation (an equity method affiliate), a publicly traded security, is not reflected at fair value in our balance sheet.
Had the market price of such securities been 10% lower at December 31, 2023, the aggregate value of such securities would have been $11 million lower. Additionally, our stock in Live Nation (an equity method affiliate), a publicly traded security, is not reflected at fair value in our balance sheet.
Removed
As of December 31, 2022, our debt is comprised of the following amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate debt ​ Fixed rate debt ​ ​ Principal Weighted avg Principal Weighted avg ​ ​ amount ​ interest rate ​ amount ​ interest rate ​ ​ dollar amounts in millions Liberty SiriusXM Group ​ $ 1,455 ​ 6.2% ​ $ 11,626 ​ 3.6% ​ Braves Group ​ $ 114 ​ 6.4% ​ $ 432 ​ 3.8% ​ Formula One Group ​ $ 355 ​ 7.1% ​ $ 2,635 ​ 3.6% ​ ​ Liberty’s borrowings under margin loans, Sirius XM Holdings’ borrowings under its credit facility (except for the incremental term loan, which carries a variable interest rate based on the SOFR) and Braves Holdings’ borrowings under its mixed-use credit facilities carry a variable interest rate based on LIBOR as a benchmark for establishing the rate of interest.
Added
As of December 31, 2023, our debt is comprised of the following amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate debt ​ Fixed rate debt ​ ​ Principal Weighted avg Principal Weighted avg ​ ​ amount ​ interest rate ​ amount ​ interest rate ​ ​ dollar amounts in millions Liberty SiriusXM Group ​ $ 1,195 ​ 7.1% ​ $ 9,911 ​ 4.2% ​ Formula One Group ​ $ 757 ​ 7.4% ​ $ 2,183 ​ 4.3% ​ Live Group ​ $ NA ​ NA ​ $ 1,212 ​ 2.3% ​ ​ The Company is exposed to changes in stock prices primarily as a result of our significant holdings in publicly traded securities.
Removed
In 2017, the U.K.’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that it intends to phase out LIBOR.
Removed
On March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the one week and two month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings.
Removed
The U.S. Federal Reserve has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate.
Removed
The Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has identified the SOFR, a new index calculated by short-term repurchase agreements, backed II-30 Table of Contents by Treasury securities, as its preferred alternative rate for LIBOR.
Removed
Accordingly, any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cease to exist. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of borrowings under the aforementioned debt instruments.
Removed
To the extent alternate reference rates were not included in existing debt agreements, Liberty, Sirius XM Holdings and Formula 1 have incorporated, and expect to incorporate in the near term, alternative reference rates when amending these facilities, as applicable. The Company is exposed to changes in stock prices primarily as a result of our significant holdings in publicly traded securities.

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