Liberty(FWONK)
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Liberty(FWONK) - 2023 Q4 - Annual Results
2024-02-27 16:00
Exhibit 99.1 LIBERTY MEDIA CORPORATION REPORTS FOURTH QUARTER AND YEAR END 2023 FINANCIAL RESULTS Englewood, Colorado, February 28, 2024 - Liberty Media Corporation ("Liberty Media" or "Liberty") (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) today reported fourth quarter and year end 2023 results. Headlines include (1): ● Attributed to Liberty SiriusXM Group o SiriusXM reported fourth quarter and full year 2023 operating and financial results ◾ 2023 full year revenue of $8.95 billion ◾ Full year ...
Liberty(FWONK) - 2023 Q4 - Annual Report
2024-02-27 16:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware (State or other juri ...
Liberty(FWONK) - 2023 Q3 - Quarterly Report
2023-11-03 16:52
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 37-1699499 ...
Liberty(FWONK) - 2023 Q2 - Quarterly Report
2023-08-04 16:58
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 37-1699499 (State or other jurisdiction of incorp ...
Liberty(FWONK) - 2023 Q1 - Quarterly Report
2023-05-05 16:25
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 Englewood, Colorado 80112 (Address of principal executive offices) (Zip Code) Identification No.) Registrant's tel ...
Liberty(FWONK) - 2022 Q4 - Annual Report
2023-03-01 17:00
Part I [Item 1. Business](index=8&type=section&id=Item%201.%20Business) Liberty Media operates a portfolio of media and entertainment businesses across three tracking stock groups, with a planned **2023** split-off and reclassification - The company's assets are organized into three tracking stock groups: Liberty SiriusXM Group, Liberty Braves Group, and Liberty Formula One Group. A tracking stock is intended to reflect the economic performance of a specific business group but does not represent a separate legal entity[30](index=30&type=chunk) - In **November 2022**, the Board authorized a plan to split-off the Braves Group into a new public company, Atlanta Braves Holdings, Inc. (ABH)[37](index=37&type=chunk) - Following the planned Split-Off, the company intends to reclassify its remaining stock into three new tracking stocks: Liberty SiriusXM, Liberty Formula One, and Liberty Live. Both transactions are expected to be completed in the **first half of 2023**, subject to stockholder and regulatory approvals[38](index=38&type=chunk)[39](index=39&type=chunk) [Sirius XM Holdings](index=12&type=section&id=Sirius%20XM%20Holdings) Liberty owns **82%** of Sirius XM Holdings, operating subscription-based satellite radio and ad-supported streaming services - Liberty owns approximately **82%** of Sirius XM Holdings, which operates two complementary audio businesses: Sirius XM and Pandora and Off-platform[44](index=44&type=chunk) - Sirius XM's primary revenue is from subscriptions, while Pandora's is mainly from advertising on its ad-supported service[47](index=47&type=chunk)[51](index=51&type=chunk) - The company is expanding its podcasting content, noting that an estimated **109 million Americans** listened to a podcast at least monthly in **2022**[45](index=45&type=chunk) Sirius XM Holdings Subscriber Metrics (as of Dec 31, 2022) | Business Unit | Subscribers (approx.) | | :--- | :--- | | **Sirius XM** | 34.3 million | | **Pandora** | 6.2 million | [Formula 1](index=28&type=section&id=Formula%201) Formula 1 holds exclusive commercial rights to the FIA Formula One World Championship until **2110**, generating revenue from race promotion, media rights, and sponsorship - Formula 1 holds exclusive commercial rights to the World Championship until the end of **2110** under the "**100-Year Agreements**" with the FIA[123](index=123&type=chunk)[137](index=137&type=chunk)[142](index=142&type=chunk) - The **2022** World Championship featured **22 events**, with record attendance and hospitality numbers significantly above pre-COVID-19 levels[121](index=121&type=chunk)[122](index=122&type=chunk) - The **2021 Concorde Agreement** governs the relationship with the **10** competing Teams, securing their participation until **December 31, 2025**, and defining the terms for Prize Fund payments[138](index=138&type=chunk)[146](index=146&type=chunk) Formula 1 Revenue Breakdown (FY 2022) | Revenue Source | % of Total Revenue | | :--- | :--- | | Media Rights | 36.4% | | Race Promotion | 28.6% | | Sponsorship | 16.9% | [Braves Holdings, LLC](index=38&type=section&id=Braves%20Holdings%2C%20LLC) Braves Holdings operates the Atlanta Braves MLB club, Truist Park, and an adjacent mixed-use real estate development, generating revenue from baseball and rental income - Braves Holdings derives revenue from the Braves baseball franchise (tickets, concessions, broadcasting, sponsorships) and from its Mixed-Use Development (rental income)[158](index=158&type=chunk) - The Mixed-Use Development, known as The Battery Atlanta, is an approximately **2.25 million square-foot** area. Phase III construction began in the **second half of 2022** and is expected to open in **2024**[174](index=174&type=chunk) - The Braves operate under a **30-year Stadium Operating Agreement** with Cobb County for Truist Park[171](index=171&type=chunk) - As an MLB club, the Braves must comply with MLB Rules and Regulations, including the Collective Bargaining Agreement (CBA), revenue sharing plans, and a Debt Service Rule that limits indebtedness[175](index=175&type=chunk)[176](index=176&type=chunk)[179](index=179&type=chunk) [Live Nation](index=44&type=section&id=Live%20Nation) Liberty holds an approximately **31%** equity interest in Live Nation, a leading live entertainment company with Concerts, Ticketing, and Sponsorship & Advertising segments - As of **December 31, 2022**, Liberty owned approximately **31%** of Live Nation's issued and outstanding shares[186](index=186&type=chunk) - Live Nation's business segments are Concerts (global promotion of live music), Ticketing (agency business selling tickets for events), and Sponsorship & Advertising[181](index=181&type=chunk) - Under a stockholders agreement, Liberty has the right to nominate **two** directors to the Live Nation board and is limited to acquiring no more than **35%** of the voting power of Live Nation's equity securities[187](index=187&type=chunk)[188](index=188&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from its tracking stock structure, financing, content popularity, and specific business units, and the **Braves Group Split-Off** [Risks Relating to our Company, as a Whole](index=54&type=section&id=Risks%20Relating%20to%20our%20Company%2C%20as%20a%20Whole) Key risks include tracking stock financial data not reflecting standalone performance, corporate-level debt, unpredictable consumer popularity, and weak economic conditions impacting discretionary spending - The historical financial information of the tracking stock groups may not reflect what their results would have been as separate, stand-alone entities[218](index=218&type=chunk)[219](index=219&type=chunk) - A substantial portion of consolidated debt is held at the corporate level, and the company's ability to service this debt depends on accessing cash from subsidiaries, which can be restricted[221](index=221&type=chunk)[223](index=223&type=chunk) - The success of the company's entertainment, satellite radio, and live sporting events businesses depends on their popularity with audiences, which is difficult to predict[225](index=225&type=chunk) - Weak economic conditions, including inflation and rising interest rates, may reduce discretionary consumer spending on the company's products, services, and events[227](index=227&type=chunk) [Risks Relating to the Liberty SiriusXM Group](index=62&type=section&id=Risks%20Relating%20to%20the%20Liberty%20SiriusXM%20Group) The Liberty SiriusXM Group faces risks from auto industry supply chain issues, intense competition, declining Pandora users, podcast monetization uncertainty, changing music royalty rates, and potential satellite failures - Sirius XM Holdings' business is adversely affected by supply chain issues, particularly the global semiconductor shortage, which impacts new vehicle production and the availability of chipsets for its satellite radios[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) - The company faces substantial competition from terrestrial radio and streaming services like Spotify, Apple Music, and YouTube, which offer free or low-cost content and are integrated into vehicle dashboards[247](index=247&type=chunk)[248](index=248&type=chunk) - Pandora's ad-supported business has experienced a consistent decline in monthly active users for several years, which could negatively impact advertising revenue[285](index=285&type=chunk)[286](index=286&type=chunk) - The market for music rights is changing, with significant uncertainties and rising costs for both performance and mechanical rights, which could adversely affect profitability[326](index=326&type=chunk)[335](index=335&type=chunk)[336](index=336&type=chunk) [Risks Relating to the Formula One Group](index=92&type=section&id=Risks%20Relating%20to%20the%20Formula%20One%20Group) Formula One Group risks include declining sport popularity, dependence on FIA agreements and team participation, competition law enforcement, tax challenges, market expansion difficulties, and potential rival motorsports series - A decline in the popularity of Formula 1 could materially affect its ability to renew or enter into beneficial race promotion, media rights, and sponsorship contracts[359](index=359&type=chunk)[360](index=360&type=chunk) - The termination of the "**100-Year Agreements**" with the FIA, which grant Formula 1 exclusive commercial rights to the World Championship until **2110**, could cause the business to discontinue operations[361](index=361&type=chunk) - The business may be subject to enforcement actions under European and national competition laws, which could deem certain commercial contracts unenforceable or require modifications[368](index=368&type=chunk)[370](index=370&type=chunk) - The establishment of a rival motor sport series could lead to fewer teams and circuits in Formula 1, diminishing its competitive position and the value of its commercial contracts[397](index=397&type=chunk) [Risks Relating to the Braves Group](index=109&type=section&id=Risks%20Relating%20to%20the%20Braves%20Group) The Braves Group's financial success depends heavily on on-field performance, player retention, MLB rules, and real estate development risks, with potential impacts from regional broadcasting issues - The financial success of the Braves Group is largely dependent on the team's on-field success, which drives revenue from tickets, concessions, merchandise, and postseason play[413](index=413&type=chunk) - The business is subject to substantial restrictions from MLB rules and regulations, including limitations on debt, revenue sharing arrangements, and broadcasting rights[419](index=419&type=chunk) - The development of the Mixed-Use Development involves significant capital expenditures and indebtedness, and there is no assurance that the anticipated benefits, such as increased attendance and rental income, will be fully realized[431](index=431&type=chunk)[432](index=432&type=chunk) - A potential Chapter 11 bankruptcy filing by Diamond Sports Group, which broadcasts Braves games regionally, could interrupt broadcasts and adversely impact revenue and the fan base[446](index=446&type=chunk)[449](index=449&type=chunk) [Risks Relating to the Ownership of Our Common Stock Due to Our Tracking Stock Capitalization](index=120&type=section&id=Risks%20Relating%20to%20the%20Ownership%20of%20Our%20Common%20Stock%20Due%20to%20Our%20Tracking%20Stock%20Capitalization) The tracking stock structure presents risks as holders are subject to the entire company's risks, assets can be reattributed, market prices may not reflect group performance, and acquisitions of individual groups are inhibited - Holders of a specific tracking stock are common stockholders of the entire company and are subject to risks associated with all of its businesses, as the groups are not separate legal entities and assets of one group could be used to pay liabilities of another[450](index=450&type=chunk)[458](index=458&type=chunk) - The Board of Directors has the discretion to reattribute assets and liabilities between tracking stock groups, which may make it difficult for investors to assess future prospects based on past performance[456](index=456&type=chunk)[457](index=457&type=chunk) - The tracking stock capital structure may inhibit acquisition bids for individual business groups and makes it more difficult for a third party to acquire the entire company[484](index=484&type=chunk) - The Chairman, John C. Malone, holds approximately **49%** of the aggregate voting power, giving him significant influence over corporate actions[488](index=488&type=chunk) [Item 2. Properties](index=136&type=section&id=Item%202.%20Properties) The company owns its corporate headquarters, while subsidiaries own or lease essential properties like offices, studios, and entertainment venues - The company owns its corporate headquarters in Englewood, Colorado[493](index=493&type=chunk) - Sirius XM Holdings owns facilities in Washington D.C. and New Jersey and leases numerous other properties for offices, studios, and technical operations across the U.S[494](index=494&type=chunk) - Formula 1 leases office space in London and technical facilities in Kent, England. The company also owns land being developed for the Las Vegas Grand Prix[495](index=495&type=chunk) [Item 3. Legal Proceedings](index=136&type=section&id=Item%203.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from **Note 18** of the consolidated financial statements - Details on legal proceedings are provided in Note 18 of the consolidated financial statements[496](index=496&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=137&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's three tracking stock groups trade on Nasdaq or OTC Markets, with no cash dividends and a **$1.1 billion** share repurchase program - The company has three classes of tracking stock (Series A, B, and C) for each of its three groups (Liberty SiriusXM, Liberty Braves, Liberty Formula One), which trade on the Nasdaq Global Select Market or are quoted on the OTC Markets[499](index=499&type=chunk) - The company has not paid any cash dividends on its common stock and has no present intention of doing so[504](index=504&type=chunk) - As of **December 31, 2022**, approximately **$1.1 billion** was available for future share repurchases under the company's authorized program. No repurchases were made during the three months ended **December 31, 2022**[507](index=507&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=140&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Consolidated revenue increased to **$12.16 billion** in **FY 2022**, driven by Formula 1, Sirius XM, and Braves Holdings, with operating income rising to **$2.06 billion** - The revenue increase in **2022** was driven by growth of **$437 million** at Formula 1, **$307 million** at Sirius XM Holdings, and **$20 million** at Braves Holdings[536](index=536&type=chunk) - The company plans to complete the Split-Off of the Braves Group and the Reclassification of its remaining tracking stocks in the **first half of 2023**, subject to conditions[529](index=529&type=chunk) Consolidated Operating Results (in millions) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Revenue** | $12,164 | $11,400 | | **Operating Income** | $2,064 | $1,977 | | **Adjusted OIBDA** | $3,419 | $3,325 | [Results of Operations—Businesses](index=165&type=section&id=Results%20of%20Operations%E2%80%94Businesses) Sirius XM Holdings' **2022** revenue grew to **$9.0 billion**, Formula 1 revenue increased to **$2.57 billion**, and Braves Group revenue rose to **$588 million** Revenue by Reportable Segment (in millions) | Segment | 2022 | 2021 | | :--- | :--- | :--- | | **Sirius XM Holdings** | $9,003 | $8,696 | | **Formula 1** | $2,573 | $2,136 | | **Braves Group** | $588 | $568 | Adjusted OIBDA by Reportable Segment (in millions) | Segment | 2022 | 2021 | | :--- | :--- | :--- | | **Sirius XM Holdings** | $2,833 | $2,770 | | **Formula 1** | $593 | $495 | | **Braves Group** | $61 | $104 | [Liquidity and Capital Resources](index=156&type=section&id=Liquidity%20and%20Capital%20Resources) As of **December 31, 2022**, the company held **$2.25 billion** in cash, with liquidity from subsidiary cash flows, primarily used for debt repayments and share repurchases - Primary uses of corporate cash in **2022** were **$2.0 billion** for debt repayments, **$358 million** for Liberty SiriusXM share repurchases, and **$241 million** to purchase land for the Las Vegas Grand Prix[565](index=565&type=chunk) - Sirius XM Holdings paid dividends totaling **$1.34 billion** in **2022**, of which Liberty received **$1.09 billion**[566](index=566&type=chunk) Cash and Cash Equivalents by Group (as of Dec 31, 2022) | Group | Cash (in millions) | | :--- | :--- | | **Liberty SiriusXM Group** | $362 | | **Braves Group** | $151 | | **Formula One Group** | $1,733 | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=184&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate changes on its variable rate debt and stock price fluctuations from equity holdings, managing the transition from LIBOR to SOFR - The company is managing the transition from LIBOR to alternative rates like SOFR for its variable rate debt instruments[653](index=653&type=chunk)[655](index=655&type=chunk) - The company is exposed to stock price risk through its holdings of marketable equity securities (**$80 million** fair value at year-end) and its significant equity method investment in Live Nation, which is not carried at fair value on the balance sheet[656](index=656&type=chunk)[657](index=657&type=chunk) Debt Composition (as of Dec 31, 2022) | Debt Type | Principal Amount (millions) | Weighted Avg. Interest Rate | | :--- | :--- | :--- | | **Variable Rate** | $1,924 | ~6.4% | | **Fixed Rate** | $14,693 | ~3.6% | Financial Statements and Notes [Consolidated Financial Statements](index=193&type=section&id=Consolidated%20Financial%20Statements) Consolidated financial statements show **FY 2022** total assets of **$42.5 billion**, liabilities of **$23.3 billion**, equity of **$19.1 billion**, and net earnings of **$1.815 billion** Consolidated Balance Sheet Data (in millions) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | $42,464 | $44,351 | | **Total Liabilities** | $23,338 | $25,514 | | **Total Equity** | $19,126 | $18,262 | Consolidated Statement of Operations Data (in millions) | Account | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Total Revenue** | $12,164 | $11,400 | $9,363 | | **Operating Income** | $2,064 | $1,977 | $177 | | **Net Earnings (Loss) Attributable to Liberty Stockholders** | $1,815 | $398 | $(1,421) | [Notes to Consolidated Financial Statements](index=200&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, tracking stock structure, debt obligations, and legal contingencies, including the **Braves Group split-off** and **Pandora's pre-1972 sound recording litigation** - Note 2 details the tracking stock structure, the **2020** reattribution of assets between the Formula One and SiriusXM groups, and the planned **2023** Split-Off of the Braves Group and subsequent Reclassification[718](index=718&type=chunk)[721](index=721&type=chunk)[736](index=736&type=chunk) - Note 8 discloses that as of **December 31, 2022**, the company had **$19.3 billion** in goodwill and **$9.9 billion** in indefinite-lived FCC licenses and other intangibles[579](index=579&type=chunk)[868](index=868&type=chunk)[869](index=869&type=chunk) - Note 9 provides a comprehensive breakdown of the company's **$16.6 billion** in total debt principal, detailing the terms of various corporate notes, exchangeable debentures, margin loans, and subsidiary debt at Sirius XM, Formula 1, and Braves Holdings[875](index=875&type=chunk) - Note 18 discusses contingent liabilities, including ongoing litigation against Pandora concerning the public performance of sound recordings made prior to **February 15, 1972**[1019](index=1019&type=chunk)[1020](index=1020&type=chunk) Part III [Items 10, 11, 12, 13, and 14](index=295&type=section&id=Items%2010%2C%2011%2C%2012%2C%2013%2C%20and%2014) Information for Items **10-14**, covering Directors, Executive Compensation, Security Ownership, and Accountant Fees, is incorporated by reference from the **2023** proxy statement - The required information for Part III (Items **10-14**) is incorporated by reference from the company's definitive proxy statement for its **2023** Annual Meeting of Stockholders[1048](index=1048&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=296&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements, schedules, and exhibits filed with the **Form 10-K**, including consolidated financial statements and various material contracts - This section contains the list of financial statements filed with the report and a detailed list of all exhibits, including articles of incorporation, bylaws, debt instruments, and material contracts[1051](index=1051&type=chunk)[1053](index=1053&type=chunk)
Liberty(FWONK) - 2022 Q3 - Quarterly Report
2022-11-04 16:45
Part I – [Financial Information](index=3&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Liberty Media Corporation's unaudited condensed consolidated financial statements and related notes for Q3 and YTD 2022 [Condensed Consolidated Balance Sheets](index=3&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Balance%20Sheets%20(unaudited)) Liberty Media's balance sheet as of September 30, 2022, shows total assets of $43.2 billion and total equity of $18.5 billion Condensed Consolidated Balance Sheet Highlights (in millions) | Balance Sheet Item | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$43,235** | **$44,351** | | Total Current Assets | $3,970 | $4,812 | | Goodwill | $19,341 | $19,248 | | **Total Liabilities** | **$24,191** | **$25,514** | | Total Current Liabilities | $4,164 | $6,610 | | Long-term Debt | $17,066 | $15,699 | | **Total Equity** | **$18,466** | **$18,262** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Operations%20(unaudited)) Total revenue for Q3 2022 reached $3.25 billion, with nine-month revenue at $9.07 billion and net earnings of $1.25 billion Key Operating Results (in millions, except per share data) | Metric | Q3 2022 | Q3 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$3,247** | **$3,100** | **$9,074** | **$8,230** | | Sirius XM Holdings Revenue | $2,280 | $2,198 | $6,720 | $6,415 | | Formula 1 Revenue | $715 | $668 | $1,819 | $1,349 | | **Operating Income** | **$506** | **$702** | **$1,525** | **$1,466** | | **Net Earnings Attributable to Liberty Stockholders** | **$391** | **$328** | **$1,253** | **$629** | | Diluted EPS (Liberty SiriusXM) | $0.82 | $1.02 | $2.89 | $1.98 | [Condensed Consolidated Statements of Comprehensive Earnings (Loss)](index=7&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Earnings%20(Loss)%20(unaudited)) Comprehensive earnings for Q3 2022 were $318 million, increasing to $1.22 billion for the nine-month period Comprehensive Earnings (Loss) Attributable to Liberty Stockholders (in millions) | Period | 2022 | 2021 | | :--- | :--- | :--- | | **Three months ended Sep 30** | **$318** | **$277** | | Net earnings (loss) | $434 | $400 | | Other comprehensive earnings (loss), net of taxes | $(77) | $(53) | | **Nine months ended Sep 30** | **$1,216** | **$537** | | Net earnings (loss) | $1,404 | $914 | | Other comprehensive earnings (loss), net of taxes | $(37) | $(90) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) Net cash from operating activities was $1.74 billion for the nine months ended September 30, 2022, with increased cash used in financing Net Cash Flow Summary (Nine months ended Sep 30, in millions) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | **$1,740** | **$1,673** | | **Net Cash from Investing Activities** | **($506)** | **($615)** | | **Net Cash from Financing Activities** | **($1,580)** | **($981)** | | Net (decrease) in cash | ($359) | $72 | | Cash at beginning of period | $2,924 | $2,877 | | **Cash at end of period** | **$2,565** | **$2,949** | [Condensed Consolidated Statements of Equity](index=10&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statement%20of%20Equity%20(unaudited)) Total equity increased to $18.47 billion by Q3 2022, driven by net earnings despite significant share repurchases - Total equity rose to **$18.47 billion** at the end of Q3 2022, up from **$18.26 billion** at the start of the year[33](index=33&type=chunk) - Key drivers for the change in equity during the first nine months of 2022 include net earnings of **$1.25 billion** (attributable to stockholders), Liberty stock repurchases of **$395 million**, and subsidiary share repurchases of **$594 million**[33](index=33&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) Detailed notes explain accounting policies, tracking stock structure, fair value measurements, debt, and segment performance - The company is primarily engaged in the media and entertainment industries through its significant subsidiaries: Sirius XM Holdings Inc., Delta Topco Limited (Formula 1), and Braves Holdings, LLC[43](index=43&type=chunk) - The company's most significant equity method investment is in Live Nation Entertainment, Inc[43](index=43&type=chunk) - The financial statements are prepared in accordance with U.S. GAAP for interim financial information and should be read with the 2021 Annual Report on Form 10-K[44](index=44&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, consolidated results, segment performance, liquidity, and cash flows for the nine months ended September 30, 2022 [Overview](index=45&type=section&id=MD%26A%20Overview) The company operates via three tracking stock groups, with key assets including Sirius XM and Formula 1, showing strong post-COVID recovery - The Liberty SiriusXM Group is primarily comprised of interests in Sirius XM Holdings and Live Nation[218](index=218&type=chunk) - The Braves Group is primarily comprised of Braves Holdings, which owns the Atlanta Braves MLB team and associated real estate development[220](index=220&type=chunk) - The Formula One Group is primarily comprised of the global motorsports business Formula 1 and an interest in Liberty Media Acquisition Corporation (LMAC)[222](index=222&type=chunk) - The impact of COVID-19 has diminished, with the Atlanta Braves playing a full 162-game schedule in 2022 and Formula 1 expecting to hold 22 events with record attendance[223](index=223&type=chunk) [Results of Operations—Consolidated](index=48&type=section&id=Results%20of%20Operations%E2%80%94Consolidated) Consolidated revenue grew to $9.07 billion and operating income to $1.53 billion for the nine months ended September 30, 2022, driven by segment growth Consolidated Revenue by Segment (Nine months ended Sep 30, in millions) | Segment | 2022 | 2021 | | :--- | :--- | :--- | | Sirius XM Holdings | $6,720 | $6,415 | | Braves Group | $535 | $466 | | Formula One Group | $1,819 | $1,349 | | **Total** | **$9,074** | **$8,230** | Consolidated Adjusted OIBDA by Segment (Nine months ended Sep 30, in millions) | Segment | 2022 | 2021 | | :--- | :--- | :--- | | Liberty SiriusXM Group | $2,073 | $2,089 | | Braves Group | $74 | $86 | | Formula One Group | $416 | $298 | | **Total** | **$2,563** | **$2,473** | [Other Income and Expense](index=50&type=section&id=Other%20Income%20and%20Expense) Total other income was $293 million for the nine months ended September 30, 2022, primarily due to gains on financial instruments and affiliate earnings Components of Other Income (Expense) (Nine months ended Sep 30, in millions) | Component | 2022 | 2021 | | :--- | :--- | :--- | | Interest expense | ($497) | ($484) | | Share of earnings (losses) of affiliates, net | $158 | ($134) | | Realized and unrealized gains (losses) on financial instruments, net | $545 | $66 | | Gains (losses) on dilution of investment in affiliate | $9 | $152 | | Other, net | $78 | ($54) | | **Total Other Income (Expense)** | **$293** | **($454)** | - The significant swing in 'Share of earnings (losses) of affiliates' was mainly due to improved performance from Live Nation, which contributed a **$140 million** gain in YTD 2022 compared to a **$169 million** loss in YTD 2021[236](index=236&type=chunk) [Material Changes in Financial Condition](index=52&type=section&id=Material%20Changes%20in%20Financial%20Condition) Liberty held $2.54 billion in cash as of September 30, 2022, with significant cash uses including debt repayments and a Las Vegas land purchase Cash and Cash Equivalents by Group (as of Sep 30, 2022, in millions) | Group | Cash & Cash Equivalents | | :--- | :--- | | Liberty SiriusXM Group | $264 | | Braves Group | $159 | | Formula One Group | $2,119 | - Liberty's primary uses of cash in the first nine months of 2022 were **$2.0 billion** for debt repayments, **$241 million** for a land purchase in Las Vegas for the Grand Prix, and over **$395 million** in stock repurchases[253](index=253&type=chunk) - Sirius XM Holdings paid **$1.245 billion** in dividends during the first nine months of 2022, of which Liberty received **$1.012 billion**[254](index=254&type=chunk) [Results of Operations—Businesses](index=54&type=section&id=Results%20of%20Operations%E2%80%94Businesses) Detailed review of business segments, including Sirius XM, Formula 1, and Braves Holdings, all showing revenue growth - Sirius XM Holdings operates two main businesses: the Sirius XM satellite and streaming service, and the Pandora streaming platform[263](index=263&type=chunk) - Formula 1's business is centered on the commercial exploitation of the annual Formula 1 World Championship[294](index=294&type=chunk) - Braves Holdings operates the Atlanta Braves MLB team and a mixed-use real estate development project[308](index=308&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=63&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from stock price and interest rate fluctuations, with $17.5 billion in debt and exposure to equity investments Debt Composition by Interest Rate Type (as of Sep 30, 2022, in millions) | Group | Variable Rate Debt | Fixed Rate Debt | | :--- | :--- | :--- | | Liberty SiriusXM Group | $1,796 | $11,626 | | Braves Group | $169 | $432 | | Formula One Group | $832 | $2,637 | - The company is actively managing the transition from LIBOR to alternative benchmark rates like SOFR for its variable-rate debt, which could impact future borrowing costs[318](index=318&type=chunk)[320](index=320&type=chunk) - The company holds **$108 million** in marketable equity securities A **10%** decline in their market price would result in an **$11 million** loss in value The investment in Live Nation, not carried at fair value, would have been **$530 million** lower with a **10%** price drop[322](index=322&type=chunk) [Controls and Procedures](index=64&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirmed effective disclosure controls and no material changes to internal controls over financial reporting as of September 30, 2022 - The company's executives concluded that disclosure controls and procedures were effective as of September 30, 2022[323](index=323&type=chunk) - No material changes occurred in the company's internal control over financial reporting during the quarter ended September 30, 2022[324](index=324&type=chunk) Part II — [Other Information](index=65&type=section&id=Part%20II%20%E2%80%94%20Other%20Information) This section provides additional information including legal proceedings, equity security sales, and a list of exhibits [Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 10 of the financial statements for details on ongoing legal proceedings - For details on legal proceedings, the report directs readers to Note 10 in the financial statements[326](index=326&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=65&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 1.02 million Liberty SiriusXM shares for $39 million in Q3 2022, with $1.1 billion remaining in the repurchase program Share Repurchase Activity (Q3 2022) | Stock Series | Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Series A Liberty SiriusXM | 229,700 | $36.52 | | Series C Liberty SiriusXM | 794,500 | ~$38.50 (calculated) | - As of September 30, 2022, approximately **$1.1 billion** remained available for future repurchases under the company's authorized program[328](index=328&type=chunk) [Exhibits](index=66&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and unaudited tracking stock financial information - Key exhibits filed include CEO/CFO certifications and unaudited financial information for the tracking stock groups[332](index=332&type=chunk)
Liberty(FWONK) - 2022 Q2 - Quarterly Report
2022-08-05 18:48
Part I – Financial Information This section presents the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Liberty Media Corporation's unaudited condensed consolidated financial statements, covering Balance Sheets, Statements of Operations, Cash Flows, and Equity, with detailed notes [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The company's financial position as of June 30, 2022, shows total assets at **$43.8 billion**, with six-month revenue at **$5.8 billion** and net earnings at **$970 million** Condensed Consolidated Balance Sheet Summary (in millions) | Balance Sheet | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$43,760** | **$44,351** | | Total Current Assets | $4,126 | $4,812 | | Goodwill | $19,341 | $19,248 | | **Total Liabilities** | **$24,827** | **$25,514** | | Total Current Liabilities | $4,709 | $6,610 | | Long-term Debt | $16,971 | $15,699 | | **Total Equity** | **$18,357** | **$18,262** | Condensed Consolidated Statement of Operations Summary (in millions) | Income Statement | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | **Total Revenue** | **$5,827** | **$5,130** | | Sirius XM Holdings Revenue | $4,440 | $4,217 | | Formula 1 Revenue | $1,104 | $681 | | Operating Income | $1,019 | $764 | | **Net Earnings** | **$970** | **$514** | | Net Earnings Attributable to Liberty Stockholders | $862 | $301 | Condensed Consolidated Statement of Cash Flows Summary (in millions) | Cash Flow | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | **$1,221** | **$1,235** | | Net cash used by investing activities | ($375) | ($754) | | Net cash (used) provided by financing activities | ($1,043) | $650 | | Net (decrease) increase in cash | ($205) | $1,129 | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's tracking stock structure, accounting policies, significant stock-based compensation of **$112 million**, total debt of **$17.9 billion**, and segment performance - The company's primary businesses are media and entertainment, with significant subsidiaries including Sirius XM Holdings, Formula 1 (Delta Topco Limited), and Braves Holdings, LLC, and its most significant equity method investment is Live Nation Entertainment, Inc[45](index=45&type=chunk) - The company utilizes a tracking stock structure for its three groups: Liberty SiriusXM Group, Liberty Braves Group, and Liberty Formula One Group, which are not separate legal entities but reflect the economic performance of their attributed businesses, assets, and liabilities[56](index=56&type=chunk) - Total stock-based compensation expense was **$112 million** for the six months ended June 30, 2022, down from **$123 million** in the prior-year period, with total unrecognized compensation cost of approximately **$44 million** for Liberty awards and **$418 million** for Sirius XM Holdings awards as of June 30, 2022[68](index=68&type=chunk)[77](index=77&type=chunk)[79](index=79&type=chunk) - Total long-term debt stood at **$17.9 billion** as of June 30, 2022, with the Liberty SiriusXM Group accounting for **$13.9 billion** of the total[120](index=120&type=chunk) - The company consolidates Liberty Media Acquisition Corporation (LMAC), a SPAC, due to its control via Founder Shares, classifying LMAC's public shares as redeemable noncontrolling interests[158](index=158&type=chunk)[161](index=161&type=chunk) - The reportable segments are Sirius XM Holdings and Formula 1, with Sirius XM Holdings generating **$4.44 billion** in revenue and Formula 1 generating **$1.10 billion** for the six months ended June 30, 2022[184](index=184&type=chunk)[189](index=189&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's operating results, financial condition, and liquidity, highlighting **$5.8 billion** in consolidated revenue and **$1.0 billion** in operating income for the first half of 2022, driven by segment performance and COVID-19 recovery [Overview](index=44&type=section&id=Overview) This overview details Liberty Media's operations through its three tracking stock groups: Liberty SiriusXM, Liberty Braves, and Liberty Formula One, noting significant recovery from the COVID-19 pandemic - The Liberty SiriusXM Group's main assets are its interests in Sirius XM Holdings and Live Nation, along with various debt instruments, holding approximately **$494 million** in cash as of June 30, 2022[217](index=217&type=chunk) - The Braves Group is primarily comprised of Braves Holdings (Atlanta Braves MLB team and related development project), holding approximately **$207 million** in cash as of June 30, 2022[219](index=219&type=chunk) - The Formula One Group holds the Formula 1 business, an interest in Liberty Media Acquisition Corporation (LMAC), and an intergroup interest in the Braves Group, holding approximately **$1.94 billion** in cash as of June 30, 2022[221](index=221&type=chunk) - The company notes a significant recovery from the COVID-19 pandemic, with Formula 1 expecting 22 events and Braves Holdings a full 162-game schedule in 2022, and Live Nation seeing a meaningful restart of operations in the third quarter of 2021[222](index=222&type=chunk) [Results of Operations—Consolidated](index=47&type=section&id=Results%20of%20Operations%E2%80%94Consolidated) Consolidated revenue increased by **$697 million** to **$5.83 billion** for the six months ended June 30, 2022, with operating income rising to **$1.02 billion** and Adjusted OIBDA to **$1.65 billion** Consolidated Revenue by Segment (in millions) | Segment | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Liberty SiriusXM Group | $4,440 | $4,217 | | Braves Group | $283 | $232 | | Formula One Group | $1,104 | $681 | | **Consolidated Total** | **$5,827** | **$5,130** | Consolidated Adjusted OIBDA by Segment (in millions) | Segment | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Liberty SiriusXM Group | $1,360 | $1,374 | | Braves Group | $36 | $31 | | Formula One Group | $258 | $122 | | **Consolidated Total** | **$1,654** | **$1,527** | - The increase in consolidated revenue for the six months ended June 30, 2022, was driven by increases at Formula 1, Sirius XM Holdings, and Braves Holdings[226](index=226&type=chunk) - The increase in operating income for the six months ended June 30, 2022, was primarily due to improvements of **$168 million**, **$95 million**, and **$5 million** in Formula 1, Sirius XM Holdings, and Braves Holdings operating results, respectively[227](index=227&type=chunk) [Other Income and Expense](index=49&type=section&id=Other%20Income%20and%20Expense) Total other income for the six months ended June 30, 2022, was **$235 million**, a significant improvement from a **$325 million** loss, driven by **$439 million** in gains on financial instruments and improved affiliate earnings Components of Other Income (Expense) (in millions) | Category | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Interest expense | ($318) | ($316) | | Share of earnings (losses) of affiliates, net | $47 | ($143) | | Realized and unrealized gains (losses) on financial instruments, net | $439 | $106 | | Other, net | $67 | $28 | | **Total Other Income (Expense)** | **$235** | **($325)** | - The significant swing in 'Share of earnings (losses) of affiliates' from a **$143 million** loss to a **$47 million** gain was largely due to improved performance at Live Nation[235](index=235&type=chunk) - Realized and unrealized gains on financial instruments were primarily driven by changes in the fair value of debt measured at fair value (**$646 million** gain) and offset by losses on bond hedges (**$269 million** loss)[236](index=236&type=chunk) [Material Changes in Financial Condition](index=51&type=section&id=Material%20Changes%20in%20Financial%20Condition) As of June 30, 2022, Liberty held **$2.65 billion** in cash, with primary uses including **$1.3 billion** for debt repayments and stock repurchases, supported by subsidiary dividends and available credit facilities Cash and Cash Equivalents by Group (as of June 30, 2022, in millions) | Group | Cash and Cash Equivalents | | :--- | :--- | | Liberty SiriusXM Group | $494 | | Braves Group | $207 | | Formula One Group | $1,944 | | **Total** | **$2,645** | - Liberty's primary uses of cash during the first six months of 2022 were **$1.3 billion** for debt repayments, **$241 million** for land purchase in Las Vegas for the Grand Prix, and over **$350 million** for stock repurchases[252](index=252&type=chunk) - Sirius XM Holdings paid dividends of **$1.16 billion** in the first half of 2022, of which Liberty received **$942 million**[253](index=253&type=chunk) - Liquidity is supported by available borrowings of **$875 million** under the Sirius XM Holdings margin loan and **$400 million** under the Live Nation margin loan as of June 30, 2022[249](index=249&type=chunk) [Results of Operations—Businesses](index=53&type=section&id=Results%20of%20Operations%E2%80%94Businesses) This section reviews segment performance, with Sirius XM Holdings revenue at **$4.44 billion**, Formula 1 revenue up **62%** to **$1.10 billion**, and Braves Holdings revenue up **9%** to **$283 million** for the first half of 2022 Sirius XM Holdings Operating Results (in millions) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total Revenue | $4,440 | $4,217 | | Adjusted OIBDA | $1,369 | $1,381 | | Operating Income | $972 | $877 | Formula 1 Operating Results (in millions) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total Revenue | $1,104 | $681 | | Adjusted OIBDA | $276 | $132 | | Operating Income (Loss) | $99 | ($69) | Braves Holdings Operating Results (in millions) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total Revenue | $283 | $232 | | Adjusted OIBDA | $40 | $34 | | Operating Income (Loss) | $0 | ($5) | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from stock price volatility, impacting its **$106 million** equity portfolio and Live Nation investment, and interest rate fluctuations on its fixed and variable rate debt, including the LIBOR transition - The company is exposed to stock price volatility through its holdings of publicly traded securities, with a fair value of marketable equity securities at **$106 million** as of June 30, 2022, where a hypothetical 10% price drop would lower this value by **$11 million**[318](index=318&type=chunk) - The company's equity method investment in Live Nation is also subject to market risk, where a hypothetical 10% price drop at June 30, 2022, would have lowered its value by **$575 million**[318](index=318&type=chunk) - The company is managing the transition away from LIBOR for its variable rate debt at Liberty, Sirius XM Holdings, and Formula 1, expecting to incorporate alternative reference rates like SOFR into its debt agreements[316](index=316&type=chunk) Debt Composition by Interest Rate Type (as of June 30, 2022) | Group | Variable Rate Debt (Principal) | Weighted Avg Rate | Fixed Rate Debt (Principal) | Weighted Avg Rate | | :--- | :--- | :--- | :--- | :--- | | Liberty SiriusXM Group | $1,885 million | 3.4% | $11,836 million | 3.6% | | Braves Group | $167 million | 3.8% | $435 million | 3.8% | | Formula One Group | $832 million | 4.2% | $2,376 million | 3.4% | [Item 4. Controls and Procedures](index=62&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were deemed effective as of June 30, 2022, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and principal financial officer, evaluated the company's disclosure controls and procedures and found them to be effective as of June 30, 2022[319](index=319&type=chunk) - No changes occurred during the three months ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[321](index=321&type=chunk) Part II — Other Information This section provides updates on legal proceedings, equity security sales, and lists exhibits filed with the quarterly report [Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 10 of the financial statements for updates on legal proceedings, including ongoing litigation against Pandora regarding pre-1972 sound recordings - For information on legal proceedings, the report directs readers to Note 10 in the financial statements, which provides updates to the disclosures made in the 2021 Annual Report on Form 10-K[322](index=322&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The board authorized an additional **$1 billion** for common stock repurchases, with **2.8 million** shares repurchased for **$117 million** in Q2 2022, leaving **$1.14 billion** available - In May 2022, the board of directors authorized an additional **$1 billion** for the repurchase of the Company's common stock[323](index=323&type=chunk) Share Repurchase Activity for Q2 2022 | Stock | Shares Purchased | Average Price Paid | | :--- | :--- | :--- | | Series A Liberty SiriusXM | 958,000 | - | | Series C Liberty SiriusXM | 1,850,867 | - | | **Total** | **2,808,867** | - | - As of June 30, 2022, approximately **$1.139 billion** remained available for future repurchases under the authorized program[324](index=324&type=chunk) [Exhibits](index=65&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including CEO/CFO certifications, Section 1350 certification, unaudited attributed financial information, and XBRL data files - Key exhibits filed include Rule 13a-14(a)/15d-14(a) Certifications, Section 1350 Certification, and Unaudited Attributed Financial Information for Tracking Stock Groups[329](index=329&type=chunk) [Signatures](index=66&type=section&id=SIGNATURES) This section provides the official signatures for the report, confirming its submission - The report was signed on August 5, 2022, by Gregory B Maffei, President and Chief Executive Officer, and Brian J Wendling, Chief Accounting Officer and Principal Financial Officer[332](index=332&type=chunk)
Liberty(FWONK) - 2022 Q1 - Quarterly Report
2022-05-06 17:39
Part I – Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Liberty Media Corporation as of March 31, 2022, including balance sheets, statements of operations, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased slightly to $44.52 billion, driven by cash, while total liabilities rose to $25.99 billion due to long-term debt, and total equity decreased to $17.95 billion Condensed Consolidated Balance Sheet Highlights (in millions) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$44,519** | **$44,351** | | Cash and cash equivalents | $3,286 | $2,814 | | Goodwill | $19,272 | $19,248 | | **Total Liabilities** | **$25,991** | **$25,514** | | Total current liabilities | $6,362 | $6,610 | | Long-term debt | $16,467 | $15,699 | | **Total Equity** | **$17,953** | **$18,262** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2022 saw total revenue of $2.57 billion, operating income of $463 million, and net earnings of $240 million, significantly improving from Q1 2021 Q1 2022 vs. Q1 2021 Statement of Operations (in millions, except per share data) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Total Revenue | $2,569 | $2,254 | | Operating Income | $463 | $142 | | Net Earnings (Loss) Attributable to Liberty Stockholders | $240 | $(116) | | Diluted EPS (Liberty SiriusXM) | $0.82 | $(0.03) | | Diluted EPS (Liberty Braves) | $(0.25) | $(1.13) | | Diluted EPS (Liberty Formula One) | $(0.15) | $(0.20) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased to $551 million, investing activities shifted to a $11 million inflow, and financing activities used $164 million in Q1 2022 Cash Flow Summary for Three Months Ended March 31 (in millions) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $551 | $497 | | Net Cash from Investing Activities | $11 | $(716) | | Net Cash from Financing Activities | $(164) | $383 | | **Net Increase in Cash** | **$396** | **$162** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes explain tracking stock structure, debt, segment performance, and significant Q1 2021 impairment charges - The company's structure is organized around three tracking stocks: Liberty SiriusXM Group, Liberty Braves Group, and Liberty Formula One Group, which are intended to reflect the economic performance of attributed businesses but are not separate legal entities[49](index=49&type=chunk) - Total long-term debt stood at **$19.05 billion** as of March 31, 2022, an increase from $18.59 billion at year-end 2021[112](index=112&type=chunk) - In Q1 2021, the company recorded a **$220 million impairment charge** for the SXM-7 satellite, which was deemed a total loss, and a **$25 million charge** for restructuring office leases[160](index=160&type=chunk)[166](index=166&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the first quarter of 2022, detailing segment performance, liquidity, and capital resources [Consolidated Operating Results](index=45&type=section&id=Results%20of%20Operations%E2%80%94Consolidated) Consolidated revenue grew to $2.57 billion, operating income rose to $463 million, and Adjusted OIBDA increased to $778 million in Q1 2022 Consolidated Operating Results for Q1 (in millions) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenue | $2,569 | $2,254 | | Operating Income | $463 | $142 | | Adjusted OIBDA | $778 | $714 | [Other Income and Expense](index=47&type=section&id=Other%20Income%20and%20Expense) Total other expense significantly decreased to $67 million due to improved affiliate losses and a swing to gains on financial instruments - Share of losses from affiliates improved to a loss of **$14 million** from a loss of **$95 million** in the prior year, primarily due to reduced losses at Live Nation as the live entertainment industry recovered from COVID-19 impacts[223](index=223&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - Realized and unrealized gains on financial instruments were a net gain of **$59 million**, compared to a net loss of **$49 million** in Q1 2021, driven by changes in the fair value of debt and equity securities[223](index=223&type=chunk)[226](index=226&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Material%20Changes%20in%20Financial%20Condition) The company maintained strong cash balances across groups, with primary cash uses including debt repayments and stock repurchases Cash and Cash Equivalents by Group (March 31, 2022, in millions) | Group | Cash and Cash Equivalents | | :--- | :--- | | Liberty SiriusXM Group | $710 | | Braves Group | $311 | | Formula One Group | $2,265 | - Primary uses of cash in Q1 2022 included **$795 million** for debt repayments and over **$239 million** for stock repurchases, funded by $350 million in margin loan borrowings and dividends from Sirius XM Holdings[240](index=240&type=chunk) - Subsequent to quarter-end, a subsidiary committed to purchase land near the Las Vegas Strip for approximately **$240 million** in support of the 2023 Las Vegas Grand Prix[243](index=243&type=chunk) [Results of Operations—Businesses](index=51&type=section&id=Results%20of%20Operations%E2%80%94Businesses) Sirius XM saw modest growth, Formula 1 achieved significant revenue and OIBDA growth, and Braves Holdings' revenue increased slightly Segment Adjusted OIBDA for Q1 (in millions) | Segment | 2022 | 2021 | | :--- | :--- | :--- | | Sirius XM Holdings | $690 | $682 | | Formula 1 | $122 | $66 | | Braves Holdings | $(17) | $(20) | [Quantitative and Qualitative Disclosures about Market Risk](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages interest rate risk through debt mix and is transitioning from LIBOR, while also exposed to stock price risk from equity holdings - As of March 31, 2022, the company's debt consisted of approximately **$3.2 billion** in variable-rate debt and **$14.8 billion** in fixed-rate debt[300](index=300&type=chunk) - The company is managing the transition away from LIBOR, which is the benchmark for its margin loans and various subsidiary credit facilities, and expects to incorporate alternative reference rates like SOFR into its debt agreements[300](index=300&type=chunk) - The company holds **$162 million** in marketable equity securities; a 10% decline in market price would result in a **$16 million** reduction in value, and its investment in Live Nation would decrease by **$819 million** with a 10% price drop[303](index=303&type=chunk) [Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2022, with no material changes to internal controls - The company's executives concluded that disclosure controls and procedures were effective as of March 31, 2022[304](index=304&type=chunk) - No material changes were made to internal controls over financial reporting during the first quarter of 2022[305](index=305&type=chunk) Part II — Other Information [Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The report refers to the 2021 Form 10-K and Note 10 for legal proceedings information and updates - For information on legal proceedings, the report refers to the 2021 Form 10-K and Note 10 of the current financial statements for any updates[307](index=307&type=chunk) [Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor highlights supply chain issues, including semiconductor shortages and the war in Ukraine, impacting Sirius XM Holdings - A new risk factor was added concerning supply chain issues affecting Sirius XM Holdings[308](index=308&type=chunk)[309](index=309&type=chunk) - These supply chain issues, including semiconductor shortages and the war in Ukraine, could negatively impact new vehicle production, affecting Sirius XM's subscriber acquisition, and delay the supply of essential components for its satellite radios and future satellites[310](index=310&type=chunk)[311](index=311&type=chunk) [Share Repurchases](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased shares of Liberty SiriusXM and Liberty Formula One common stock in Q1 2022, with an additional $1 billion authorization in May Share Repurchase Activity for Q1 2022 | Stock Series | Shares Purchased | Average Price Paid | | :--- | :--- | :--- | | Series A Liberty SiriusXM | 2,341,648 | ~$47.50 | | Series C Liberty SiriusXM | 1,849,254 | ~$48.70 | | Series A Liberty Formula One | 665,418 | ~$56.10 | - In May 2022, the Board of Directors authorized an additional **$1 billion** for the company's common stock repurchase program[312](index=312&type=chunk) [Exhibits](index=62&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including certifications and XBRL data - The report lists all exhibits filed, including CEO/CFO certifications (31.1, 31.2), Section 1350 certification (32), and unaudited attributed financial information for tracking stock groups (99.1)[317](index=317&type=chunk)
Liberty(FWONK) - 2021 Q4 - Annual Report
2022-02-25 22:25
Part I [Business](index=3&type=section&id=Item%201.%20Business) Liberty Media operates diverse media and entertainment businesses across three tracking stock groups, including Sirius XM, Formula 1, Braves, and Live Nation - Liberty Media Corporation's structure is organized into **three tracking stock groups**: Liberty SiriusXM Group, Liberty Braves Group, and Liberty Formula One Group, which track the economic performance of specific attributed assets[16](index=16&type=chunk)[18](index=18&type=chunk) - The company's principal businesses and assets include its consolidated subsidiaries Sirius XM Holdings Inc., Formula 1, and Braves Holdings, LLC, along with its equity affiliate Live Nation Entertainment, Inc[15](index=15&type=chunk) - In April 2020, the company executed a significant reattribution of assets and liabilities between the Formula One Group and the Liberty SiriusXM Group, including moving the Live Nation stake and reallocating certain debt instruments[20](index=20&type=chunk)[25](index=25&type=chunk) - The COVID-19 pandemic significantly impacted operations in 2020, but operations saw a significant restart and recovery in 2021, with a **record 22 Formula 1 events** and a return to a normal MLB season schedule with fan attendance[31](index=31&type=chunk) [Sirius XM Holdings](index=13&type=section&id=Sirius%20XM%20Holdings) Sirius XM Holdings generates revenue primarily from subscriptions and advertising, expanding into podcasting, with 34 million Sirius XM and 6.4 million Pandora subscribers Sirius XM Holdings Subscriber Metrics (as of Dec 31, 2021) | Business | Metric | Value | | :--- | :--- | :--- | | **Sirius XM** | Subscribers | ~**34.0 million** | | **Pandora** | Subscribers | ~**6.4 million** | | **Pandora** | Monthly Active Users | ~**52.3 million** | - Sirius XM's primary revenue source is subscription fees, while Pandora's is advertising on its ad-supported service[46](index=46&type=chunk)[50](index=50&type=chunk) - The company is expanding its podcasting capabilities through acquisitions, including Stitcher (a podcast distribution and ad sales leader) and Simplecast (a podcast management and analytics platform)[52](index=52&type=chunk)[105](index=105&type=chunk) - For its satellite radio service, the Copyright Royalty Board (CRB) set the statutory royalty rate for sound recordings at **15.5% of gross revenue** for the period from 2018 to 2027[116](index=116&type=chunk)[121](index=121&type=chunk) - For streaming services, the CRB set 2021 rates at **$0.0021 per performance** for non-subscription and **$0.0026 for subscription transmissions**[122](index=122&type=chunk) [Formula 1](index=31&type=section&id=Formula%201) Formula 1 holds exclusive commercial rights to the World Championship, with revenue from race promotion, media rights, and sponsorship, recovering to a record 22 events in 2021 Formula 1 Revenue Mix (2021 vs. 2020) | Revenue Stream | % of Total Revenue (2021) | % of Total Revenue (2020) | | :--- | :--- | :--- | | Race Promotion | 31% | 13% | | Media Rights | 40% | 59% | | Sponsorship | 16% | 18% | - The 2021 season featured a **record 22 events**, compared to **17 in 2020**, with fan attendance restrictions significantly reduced as the year progressed[127](index=127&type=chunk) - Formula 1's exclusive commercial rights to the World Championship are secured until the **end of 2110** under the "100-Year Agreements" with the FIA[147](index=147&type=chunk) - The 2021 Concorde Agreement, which governs the relationship with the 10 participating teams, secures their commitment to the World Championship through **December 31, 2025**[152](index=152&type=chunk) [Braves Holdings, LLC](index=41&type=section&id=Braves%20Holdings%2C%20LLC) Braves Holdings operates the Atlanta Braves and The Battery Atlanta, with revenue from ballpark operations, broadcasting, and real estate, recovering from the 2020 season - Braves Holdings' revenue is seasonal, with the majority recognized during the second and third quarters, aligning with the MLB regular season[162](index=162&type=chunk) - The 2021 season returned to a normal schedule and number of games, with limitations on fan attendance lifted in May, contrasting with the 2020 season which was shortened to 60 games with no fans[165](index=165&type=chunk) - The Collective Bargaining Agreement (CBA) with MLB players expired in December 2021, leading to an MLB lockout during which player salaries are not paid[169](index=169&type=chunk) - The Battery Atlanta mixed-use development is a key asset, with Phase I and Phase II complete and operational, generating rental income from retail, office, hotel, and entertainment tenants[180](index=180&type=chunk) [Live Nation](index=47&type=section&id=Live%20Nation) Live Nation, a leading live entertainment company, saw a significant restart in Q3 2021 after COVID-19 impacts, with Liberty Media owning 31% equity - As of December 31, 2021, Liberty beneficially owned **approximately 31% of Live Nation's common stock**[188](index=188&type=chunk) - Live Nation's business was significantly impacted by COVID-19 but began a meaningful restart in Q3 2021 with the resumption of amphitheater events and festivals in the U.S. and U.K[183](index=183&type=chunk) - Under a stockholders agreement, Liberty has the right to nominate two directors to Live Nation's board and is limited to owning a **maximum of 35% of the voting power**[189](index=189&type=chunk)[190](index=190&type=chunk) [Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from its tracking stock structure, ongoing COVID-19 impacts, supply chain disruptions, intense competition, and dependence on key relationships - Risks related to the tracking stock structure include potential market confusion, stockholders being subject to risks of the entire company, and the board's ability to reattribute assets, making future prospects difficult to assess[415](index=415&type=chunk)[416](index=416&type=chunk)[421](index=421&type=chunk) - The COVID-19 pandemic continues to pose a significant risk, with potential impacts on auto sales and advertising (Sirius XM) and the risk of event cancellations, reduced attendance, and changes in consumer spending for live events (Formula 1, Braves, Live Nation)[240](index=240&type=chunk)[244](index=244&type=chunk) - Sirius XM Holdings faces risks from the global semiconductor supply shortage, which could impact new vehicle production and thus subscriber acquisition, as well as substantial competition from other audio services like Spotify, Apple Music, and YouTube[251](index=251&type=chunk)[252](index=252&type=chunk) - Formula 1's success is dependent on its continued popularity, the participation of its 10 teams (committed through 2025 via the Concorde Agreement), and its relationship with the FIA, which holds the rights to the World Championship until 2110[347](index=347&type=chunk)[352](index=352&type=chunk)[353](index=353&type=chunk) - The Braves Group's financial success depends heavily on the team's on-field performance, with risks including player injuries, organized labor matters such as the ongoing MLB lockout, and restrictions imposed by MLB rules and regulations[396](index=396&type=chunk)[398](index=398&type=chunk)[403](index=403&type=chunk) [Unresolved Staff Comments](index=132&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[454](index=454&type=chunk) [Properties](index=132&type=section&id=Item%202.%20Properties) The company owns its corporate headquarters in Englewood, Colorado, while its subsidiaries own or lease various properties essential to their operations, including offices, studios, and stadiums - Liberty Media owns its corporate headquarters in Englewood, Colorado[455](index=455&type=chunk) - Sirius XM Holdings owns and leases numerous facilities for office, production, and technical purposes across the U.S. and leases space for its terrestrial repeater network[456](index=456&type=chunk) - Braves Holdings' key properties include Truist Park and the adjacent mixed-use development, The Battery Atlanta[457](index=457&type=chunk) [Legal Proceedings](index=132&type=section&id=Item%203.%20Legal%20Proceedings) The company discloses contingent liabilities from legal proceedings, including a settled TCPA class action and ongoing litigation regarding pre-1972 sound recordings - A class action suit against Sirius XM Holdings for alleged violations of the Telephone Consumer Protection Act (TCPA) was settled in 2019, with Sirius XM paying **$25 million** into a settlement fund[1001](index=1001&type=chunk)[1005](index=1005&type=chunk) - Pandora (a Sirius XM subsidiary) is involved in a class action lawsuit alleging copyright violations for the public performance of sound recordings made before February 15, 1972, which the company intends to defend vigorously[1006](index=1006&type=chunk)[1013](index=1013&type=chunk) [Mine Safety Disclosures](index=133&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[459](index=459&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=134&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details trading markets for tracking stocks, confirms no cash dividends, and outlines significant share repurchases in Q4 2021 - The company has no present intention of paying cash dividends on its common stock[467](index=467&type=chunk) Share Repurchases (Q4 2021) | Stock | Shares Purchased | Average Price Paid | | :--- | :--- | :--- | | Series A Liberty SiriusXM | 711,487 | - | | Series C Liberty SiriusXM | 2,265,247 | - | | Series A Liberty Formula One | 154,135 | - | - As of December 31, 2021, approximately **$496 million** remained available under the company's share repurchase programs[470](index=470&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=137&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses 2021 financial results, highlighting a $2.0 billion revenue increase driven by recovery across all segments, ending the year with $2.8 billion cash Consolidated Operating Results (in millions) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | **Revenue** | $11,400 | $9,363 | $10,292 | | **Operating Income** | $1,977 | $177 | $1,470 | | **Adjusted OIBDA** | $3,325 | $2,509 | $2,931 | - The **$2.0 billion increase** in consolidated revenue in 2021 was driven by increases at Formula 1 (**$991 million**), Sirius XM Holdings (**$656 million**), and Braves Holdings (**$390 million**), reflecting a strong recovery from the pandemic's impact in 2020[498](index=498&type=chunk) - As of December 31, 2021, the company had total cash and cash equivalents of **$2.8 billion**, with **$598 million** attributed to the Liberty SiriusXM Group, **$142 million** to the Braves Group, and **$2.1 billion** to the Formula One Group[524](index=524&type=chunk) - Material cash requirements over the next five years include significant payments for long-term debt, interest, and programming/royalty fees[542](index=542&type=chunk) [Results of Operations—Businesses](index=163&type=section&id=Results%20of%20Operations%E2%80%94Businesses) In 2021, Sirius XM revenue grew to $8.7 billion, Formula 1 nearly doubled to $2.1 billion, and Braves Holdings tripled to $568 million, reflecting strong recovery Sirius XM Holdings Revenue by Source (in millions) | Revenue Source | 2021 | 2020 | | :--- | :--- | :--- | | Subscriber Revenue | $6,614 | $6,372 | | Advertising Revenue | $1,730 | $1,340 | | **Total Revenue** | **$8,696** | **$8,040** | Formula 1 Revenue (in millions) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Total Revenue** | $2,136 | $1,145 | | **Adjusted OIBDA** | $495 | $56 | Braves Holdings Revenue (in millions) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Total Revenue** | $568 | $178 | | **Adjusted OIBDA** | $111 | $(49) | [Quantitative and Qualitative Disclosures About Market Risk](index=183&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risk from interest rate changes on variable debt and stock price fluctuations from marketable securities and its Live Nation investment - The company manages interest rate risk by using a mix of fixed and variable rate debt, with significant variable rate debt tied to LIBOR as of December 31, 2021[629](index=629&type=chunk)[630](index=630&type=chunk) - The company is preparing for the phase-out of LIBOR and expects to incorporate alternative reference rates, such as SOFR, into its debt agreements[631](index=631&type=chunk) - The company is exposed to stock price risk through its portfolio of marketable equity securities, valued at **$217 million** at year-end, and its investment in Live Nation[632](index=632&type=chunk)[633](index=633&type=chunk) [Financial Statements and Supplementary Data](index=184&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for the fiscal year ended December 31, 2021, including balance sheets, statements of operations, cash flows, and comprehensive notes [Notes to Consolidated Financial Statements](index=201&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed financial information, including the tracking stock structure, acquisitions, $18.6 billion in debt, stock-based compensation, and segment data - As of December 31, 2021, the company had total debt with a carrying value of **$18.6 billion**, including corporate-level convertible and exchangeable notes, margin loans, and significant subsidiary-level debt[843](index=843&type=chunk) - In November 2021, Liberty acquired additional shares of Sirius XM Holdings, increasing its ownership to **approximately 81%** and causing Sirius XM Holdings to become part of Liberty's consolidated federal income tax group[684](index=684&type=chunk)[928](index=928&type=chunk) - Sirius XM Holdings' SXM-7 satellite, launched in December 2020, was declared a total loss after in-orbit testing failures, resulting in a **$220 million impairment charge** offset by **$225 million in insurance recoveries** in 2021[994](index=994&type=chunk)[995](index=995&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=184&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[635](index=635&type=chunk) [Controls and Procedures](index=186&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of December 31, 2021, with an unqualified opinion from KPMG LLP on internal control effectiveness - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[637](index=637&type=chunk) - The company's independent registered public accounting firm, KPMG LLP, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2021[645](index=645&type=chunk) [Other Information](index=186&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[639](index=639&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and Principal Accountant Fees](index=300&type=section&id=Items%2010-14) Information for Items 10-14, covering governance, compensation, and security ownership, is incorporated by reference from the 2022 proxy statement - The information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's definitive proxy statement for its 2022 Annual Meeting of Stockholders[1034](index=1034&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=301&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K, including corporate documents and material contracts - The financial statements are included in Part II of the report[1037](index=1037&type=chunk) - All financial statement schedules have been omitted as they are not applicable, not material, or the required information is provided elsewhere in the report[1039](index=1039&type=chunk) [Form 10-K Summary](index=309&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[1050](index=1050&type=chunk)