Formula One Group (NASDAQ:FWONA) Q2 2020 Earnings Conference Call August 10, 2020 10:00 AM ET Company Participants Courtnee Chun - Chief Portfolio Officer and Senior Vice President of Investor Relations Greg Maffei - President and CEO, Liberty Media Corporation Chase Carey - Chairman and CEO Brian Wendling - Chief Accounting, Chief Principal Officer, and Financial Officer, Liberty Media Corporation Conference Call Participants Ben Swinburne - Morgan Stanley Bryan Kraft - Deutsche Bank David Karnovsky - JP M ...

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, 2020 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 (Stat ...

Formula One Group (NASDAQ:FWONA) Q1 2020 Earnings Conference Call May 7, 2020 10:00 AM ET Company Participants Courtnee Chun - Chief Portfolio Officer & Senior Vice President of Investor Relations Greg Maffei - President & Chief Executive Officer Chase Carey - Chief Executive Officer, Formula One Group Albert Rosenthaler - Chief Corporate Development Officer Brian Wendling - Chief Accounting Officer Conference Call Participants Jeff Wlodarczak - Pivotal Research Group Bryan Goldberg - Bank of America Bryan ...

Part I – Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited statements for Q1 2020 show total assets of $43.9 billion and net earnings of $2 million [Condensed Consolidated Balance Sheets](index=3&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Balance%20Sheets%20(unaudited)) Total assets were $43.9 billion as of March 31, 2020, with a notable increase in cash and cash equivalents Condensed Consolidated Balance Sheet Highlights (in millions) | Balance Sheet Item | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$43,918** | **$44,189** | | Total Current Assets | $2,989 | $2,405 | | Goodwill | $19,939 | $19,939 | | **Total Liabilities** | **$22,216** | **$22,264** | | Total Current Liabilities | $4,584 | $3,888 | | Long-term Debt | $14,553 | $15,416 | | **Total Equity** | **$21,702** | **$21,925** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Operations%20(unaudited)) Q1 2020 revenue remained flat at $2.013 billion, while operating income increased to $246 million Q1 2020 vs. Q1 2019 Statement of Operations (in millions) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Total Revenue | $2,013 | $2,012 | | - Sirius XM Holdings Revenue | $1,952 | $1,744 | | - Formula 1 Revenue | $39 | $246 | | Operating Income | $246 | $200 | | Net Earnings (Loss) | $2 | $(127) | | Net Earnings (Loss) Attributable to Liberty Stockholders | $(76) | $(158) | [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 attributable to stockholders improved to $77 million in Q1 2020 from a loss in Q1 2019 Q1 2020 vs. Q1 2019 Comprehensive Earnings (in millions) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net Earnings (Loss) | $2 | $(127) | | Other Comprehensive Earnings (Loss), net | $143 | $(2) | | **Comprehensive Earnings (Loss) Attributable to Liberty Stockholders** | **$77** | **$(163)** | [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 $557 million in Q1 2020, resulting in a net cash increase of $529 million Q1 2020 vs. Q1 2019 Cash Flow Summary (in millions) | Cash Flow Activity | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $557 | $649 | | Net Cash from Investing Activities | $(58) | $254 | | Net Cash from Financing Activities | $38 | $(685) | | **Net Increase (Decrease) in Cash** | **$529** | **$219** | [Condensed Consolidated Statements of Equity](index=9&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Equity%20(unaudited)) Total equity decreased to $21.7 billion, impacted by a net loss and significant stock repurchases - Key equity movements in Q1 2020 included stock repurchases of **$138 million** for Liberty SiriusXM stock and an additional **$243 million** in shares repurchased by a subsidiary[30](index=30&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) Notes detail the significant impact of COVID-19, a major post-quarter asset reattribution, and segment performance - The COVID-19 pandemic caused the delay of the 2020 Formula 1 and Major League Baseball seasons and the suspension of large-scale Live Nation events, with uncertainty regarding their resumption[39](index=39&type=chunk) - On April 22, 2020, the board approved a major reattribution of assets and liabilities between the Formula One Group and the Liberty SiriusXM Group. Assets valued at **$2.8 billion**, including the Live Nation stake, were moved to the Liberty SiriusXM Group, while liabilities of **$1.3 billion** were also transferred[58](index=58&type=chunk)[59](index=59&type=chunk)[61](index=61&type=chunk) - The board authorized a rights offering to raise approximately **$750 million** to purchase Series C Liberty SiriusXM common stock. The proceeds are intended to repay an intergroup loan created as part of the asset reattribution[60](index=60&type=chunk)[63](index=63&type=chunk) Total Debt Summary (in millions) | Debt Category | Carrying Value (Mar 31, 2020) | | :--- | :--- | | Total Debt | $15,143 | | Debt classified as current | $(590) | | **Total long-term debt** | **$14,553** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant negative impact of COVID-19 and a major post-quarter asset reattribution [Overview](index=39&type=section&id=Overview) The company's operations were materially impacted by COVID-19 and a significant post-quarter asset reattribution - The COVID-19 pandemic has negatively impacted Q1 2020 results by delaying the Formula 1 and MLB seasons and causing Live Nation to suspend events[205](index=205&type=chunk) - A major reattribution of assets and liabilities between the Formula One and Liberty SiriusXM groups was approved on April 22, 2020. Key assets moved to the SiriusXM Group include Liberty's entire stake in Live Nation[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) - A **$750 million** rights offering for Series C Liberty SiriusXM stock was authorized to repay an intergroup loan created during the reattribution[203](index=203&type=chunk) [Results of Operations—Consolidated](index=42&type=section&id=Results%20of%20Operations%E2%80%94Consolidated) Consolidated revenue was flat at $2.013 billion, while Adjusted OIBDA decreased by $50 million to $564 million Consolidated Operating Results by Segment (Q1 2020, in millions) | Segment | Revenue | Operating Income (Loss) | Adjusted OIBDA | | :--- | :--- | :--- | :--- | | Liberty SiriusXM Group | $1,952 | $442 | $632 | | Braves Group | $22 | $(44) | $(26) | | Formula One Group | $39 | $(152) | $(42) | | **Consolidated Liberty** | **$2,013** | **$246** | **$564** | Reconciliation of Operating Income to Adjusted OIBDA (Q1 2020 vs Q1 2019, in millions) | Line Item | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Operating income (loss) | $246 | $200 | | Depreciation and amortization | $267 | $248 | | Stock-based compensation | $67 | $65 | | Legal settlements and reserves | $(16) | $25 | | Acquisition and other related costs | — | $76 | | **Adjusted OIBDA** | **$564** | **$614** | [Material Changes in Financial Condition](index=46&type=section&id=Material%20Changes%20in%20Financial%20Condition) The company held $1.8 billion in cash, though access to Formula 1's cash is restricted by a leverage covenant - As of March 31, 2020, Liberty had **$1.8 billion** in cash and cash equivalents, with $386 million attributed to Liberty SiriusXM Group, $321 million to Braves Group, and $1,094 million to Formula One Group[230](index=230&type=chunk) - Access to Formula 1's cash is restricted by a leverage ratio test which was not met as of March 31, 2020, preventing distributions to Liberty[230](index=230&type=chunk) - Primary uses of cash in Q1 2020 included **$138 million** for Liberty SiriusXM stock repurchases and a **$130 million** repayment of the Live Nation margin loan[233](index=233&type=chunk) [Results of Operations—Businesses](index=48&type=section&id=Results%20of%20Operations%E2%80%94Businesses) Sirius XM showed strong growth, while Formula 1's revenue and Adjusted OIBDA plummeted due to event cancellations Sirius XM Holdings Pro Forma Operating Results (Q1 2020 vs Q1 2019, in millions) | Metric | Q1 2020 | Q1 2019 (Pro Forma) | | :--- | :--- | :--- | | Total Revenue | $1,952 | $1,860 | | Adjusted OIBDA | $639 | $566 | | Operating Income | $451 | $342 | Formula 1 Operating Results (Q1 2020 vs Q1 2019, in millions) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Total Revenue | $39 | $246 | | Adjusted OIBDA | $(32) | $65 | | Operating Income (Loss) | $(137) | $(47) | | Number of Events | 0 | 2 | Braves Holdings Operating Results (Q1 2020 vs Q1 2019, in millions) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Total Revenue | $22 | $22 | | Adjusted OIBDA | $(25) | $(31) | | Operating Income | $(43) | $(47) | [Quantitative and Qualitative Disclosures about Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to interest rate risk on its $15.4 billion debt and stock price risk on its investments Debt Composition by Rate Type (as of March 31, 2020, in millions) | Group | Variable Rate Debt (Principal) | Fixed Rate Debt (Principal) | | :--- | :--- | :--- | | Liberty SiriusXM Group | $350 | $8,948 | | Braves Group | $379 | $319 | | Formula One Group | $1,307 | $4,143 | - The company is exposed to stock price risk on **$228 million** of marketable securities and its investment in Live Nation. A 10% adverse market change would lower the value of these holdings by approximately **$23 million** and **$317 million**, respectively[289](index=289&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2020 - Management concluded that disclosure controls and procedures were **effective** as of March 31, 2020[290](index=290&type=chunk) - **No material changes** to internal control over financial reporting occurred during Q1 2020, and the transition to remote work due to COVID-19 did not have a material impact on these controls[291](index=291&type=chunk) Part II — Other Information [Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The key ongoing legal matter is the Copyright Royalty Board proceeding to set webcasting royalty rates for 2021-2025 - The key ongoing legal matter is the Copyright Royalty Board (CRB) proceeding to determine webcasting royalty rates for 2021-2025, which will affect Sirius XM and Pandora[293](index=293&type=chunk) - SoundExchange has proposed an increase in royalty rates, while Sirius XM Holdings has proposed rates below the existing ones. The CRB hearing was delayed from March 2020 due to COVID-19[294](index=294&type=chunk)[295](index=295&type=chunk) [Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant new risks from the COVID-19 pandemic's impact on auto sales and live events - The COVID-19 pandemic is materially and adversely impacting Sirius XM Holdings' business through **reduced new and used auto sales** (hurting subscriber growth), a decline in advertising revenue, and potential supply chain disruptions[297](index=297&type=chunk)[299](index=299&type=chunk) - Formula 1, the Atlanta Braves, and Live Nation have been severely impacted by the **suspension of live events**, which will substantially decrease revenues. The company may not be able to reduce expenses commensurately, leading to adverse effects on results and cash flow[301](index=301&type=chunk)[305](index=305&type=chunk) - The company cannot reasonably estimate the full impact of the pandemic, but states it has been and will continue to be **significant** and could have a material adverse effect on the business, revenues, and financial condition[308](index=308&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 2.9 million shares of its Liberty SiriusXM common stock for approximately $138 million Share Repurchases for Q1 2020 | Period | Total Shares Purchased | Average Price Paid per Share (Blended) | | :--- | :--- | :--- | | Jan 1-31, 2020 | 1,177,893 | $48.56 | | Feb 1-29, 2020 | 1,036,100 | $49.24 | | Mar 1-31, 2020 | 690,457 | $43.65 | | **Total** | **2,904,450** | **-** | - **No shares** of Liberty Braves common stock or Liberty Formula One common stock were repurchased during the three months ended March 31, 2020[312](index=312&type=chunk) [Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including CEO/CFO certifications and unaudited attributed financial information - Filed exhibits include CEO/CFO certifications (31.1, 31.2), Section 1350 Certification (32), Unaudited Attributed Financial Information for Tracking Stock Groups (99.1), and various XBRL files[314](index=314&type=chunk)

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, 2019 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 Media Corp and Liberty Tripadvisor Holdings, Inc. (NASDAQ:FWONA) Q4 2019 Earnings Conference Call February 26, 2020 10:00 AM ET Company Participants Courtnee Chun - Chief Portfolio Officer & IR Gregory Maffei - President, CEO & Director Brian Wendling - Principal Financial Officer, SVP & Controller Charles Carey - CEO, Formula One Group Conference Call Participants Benjamin Swinburne - Morgan Stanley David Karnovsky - JPMorgan Chase & Co. Bryan Kraft - Deutsche Bank Vijay Jayant - Evercore ISI John ...

WASHINGTON, D. C. 20549 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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, 2019 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 ...

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, 2019 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 (Stat ...

Revenue Growth - SIRIUS XM Holdings revenue increased to $1,744 million for the three months ended March 31, 2019, up from $1,375 million in the same period of 2018, representing a growth of approximately 27%[205] - Formula 1 revenue rose to $246 million for the three months ended March 31, 2019, compared to $114 million in the prior year, marking an increase of about 116%[205] - Consolidated revenue for Liberty increased by $495 million year-over-year, driven by $369 million growth from SIRIUS XM Holdings and $132 million from Formula 1[206] - Total revenue for SIRIUS XM increased to $1.493 billion for the three months ended March 31, 2019, up from $1.375 billion in the prior year, representing an 8.6% increase[241] - Subscriber revenue for SIRIUS XM rose by approximately 9% to $1.370 billion, primarily due to higher U.S. Music Royalty Fees and increased self-pay subscription revenue[241] - Advertising revenue for SIRIUS XM increased by approximately 10% to $46 million, driven by higher rates and a greater number of spots sold[242] - Equipment revenue for SIRIUS XM grew by approximately 17% to $41 million, attributed to increased royalty revenue from a new generation of chipsets[243] - Total revenue for Pandora was $251 million, with $88 million from subscriber revenue and $163 million from advertising revenue[241] - Total Formula 1 revenue increased to $246 million for the three months ended March 31, 2019, compared to $114 million in the prior year, reflecting a significant increase in race promotion and broadcasting revenue[269] Operating Income and Expenses - Consolidated operating income decreased by $27 million to $200 million for the three months ended March 31, 2019, primarily due to a $89 million decline in SIRIUS XM Group operating results[207] - Selling, general and administrative expenses increased by 53% to $262 million, largely due to the inclusion of Pandora and higher personnel-related costs[250] - Other operating expenses rose by approximately 67% to $45 million, driven by additional expenses associated with the inclusion of Pandora[251] - Stock-based compensation increased by 44% to $49 million, primarily due to an increase in the number of awards granted[253] - Cost of Formula 1 revenue increased approximately $67 million during the three months ended March 31, 2019, primarily due to increased team payments[274] - Other operating expenses for Braves Holdings decreased by $12 million during the three months ended March 31, 2019, due to lower recognition of player salaries and game day operating expenses[283] - Selling, general and administrative expenses for Braves Holdings increased by $4 million during the three months ended March 31, 2019, driven by higher legal costs[284] Cash and Liquidity - As of March 31, 2019, the Liberty SiriusXM Group had cash and cash equivalents of approximately $98 million, including about $62 million of subsidiary cash[199] - The Braves Group reported cash and cash equivalents of approximately $163 million as of March 31, 2019[201] - The Formula One Group had cash and cash equivalents of approximately $372 million as of March 31, 2019, which included around $260 million of subsidiary cash[202] - Cash provided by operating activities totaled $649 million for the three months ended March 31, 2019, compared to $624 million in the prior year[227] - Liberty's primary use of cash included $222 million for Series C Liberty SiriusXM common stock repurchases during the three months ended March 31, 2019[227] - SIRIUS XM Holdings declared a cash dividend of $57 million during the three months ended March 31, 2019, of which Liberty received $38 million[228] - Liberty believes that available sources of liquidity are sufficient to cover projected future uses of cash[234] Debt and Financial Instruments - The company's variable rate debt amounts to $1,382 million with a weighted average interest rate of 4.6%[288] - The fixed rate debt totals $7,094 million with a weighted average interest rate of 4.9%[288] - The Braves Group has variable rate debt of $143 million at a weighted average interest rate of 5.4%[288] - The Formula One Group's fixed rate debt is $4,575 million with a weighted average interest rate of 3.3%[288] - The company's stock in Live Nation, not reflected at fair value, would decrease by $443 million if its market price fell by 10%[289] - The company employs equity collars and other financial instruments to manage market risk associated with certain investment positions[288] - Interest rate swap arrangements are utilized to manage exposure to interest rate risk[288] Subscriber Metrics - SIRIUS XM had approximately 34.2 million subscribers as of March 31, 2019, with a 4% increase in the daily weighted average number of subscribers[241] - Pandora had approximately 6.9 million subscribers and 66.0 million active users as of March 31, 2019[238] Future Outlook - The acquisition of Pandora by SIRIUS XM Holdings on February 1, 2019, is expected to impact the company's future results positively[200] - Consolidated Adjusted OIBDA improved by $125 million for the three months ended March 31, 2019, compared to the same period in the prior year[211] - Liberty SiriusXM Group, Formula One Group, and Braves Group contributed $63 million, $60 million, and $2 million improvements in Adjusted OIBDA, respectively[211]

Financial Condition and Debt - As of December 31, 2018, the company had approximately $3.1 billion in corporate-level debt outstanding, including $1 billion in 1.375% cash convertible senior notes due 2023 and $450 million in 1% cash convertible senior notes due 2023[149]. - SIRIUS XM had an aggregate principal amount of approximately $6.9 billion of indebtedness outstanding as of December 31, 2018, with $439 million under a $1.75 billion Senior Secured Revolving Credit Facility[199]. - The company may experience challenges in retaining subscribers, particularly those on discounted pricing plans, which could adversely affect financial performance[161]. - The company's ability to obtain additional financing may be limited, affecting its capacity to develop businesses or complete acquisitions[148]. - Braves Holdings has approximately $317 million outstanding under various debt instruments for stadium construction and related costs as of December 31, 2018[271]. - Braves Holdings has a combined borrowing capacity of $185 million through two credit facilities, with $17 million outstanding under its operating credit facilities as of December 31, 2018[270]. - As of December 31, 2018, approximately $160 million is outstanding under various credit facilities and loans for the Development Project, with $56 million of capacity remaining available[271]. Revenue and Economic Factors - A substantial portion of the company's revenue is derived from discretionary spending, which may decline during weak economic conditions, adversely affecting subscriber churn and overall revenue[153]. - General economic conditions can negatively impact SIRIUS XM's business, affecting subscriber churn and vehicle sales[183]. - The financial performance of the Braves Group may be adversely affected by fluctuations in viewership and interest in baseball[267]. - Decreases in broadcasting revenue from local and national rights could adversely affect financial results, particularly if television ratings decline[269]. Competition and Market Risks - SIRIUS XM faces substantial competition from other audio service providers, which could impact its ability to attract and retain subscribers[158]. - The emergence of rival motor racing series could diminish Formula 1's competitive position, potentially leading to a decline in the value of its commercial contracts[236]. - Changes in consumer viewing habits and the rise of new content distribution platforms may negatively impact Formula 1's profitability and effectiveness of its licensing practices[237]. - The potential for credit-related losses exists if counterparties to Formula 1's key commercial contracts fail to perform, which could adversely impact cash flows and results of operations[223]. Operational and Strategic Risks - The success of acquisitions and strategic investments is uncertain and depends on effective integration and management of acquired businesses[152]. - The integration of the Pandora acquisition poses risks, including potential difficulties in combining operations and retaining key employees[173]. - The company regularly evaluates its business plans, which may lead to material changes affecting its financial condition and operations[198]. - The company is exposed to potential liabilities associated with the design, manufacture, and distribution of satellite radios, which could impact its financial condition[194]. Regulatory and Compliance Risks - The company faces risks related to compliance with FCC requirements, which could result in fines or license revocation if not adhered to[196]. - The market for music rights is changing, which may lead to increased licensing costs and reduced availability of certain music for SIRIUS XM's services[177]. - Formula 1's business is subject to various laws and regulations, including advertising and environmental laws, which could materially affect profitability if new restrictions are introduced[229]. Management and Governance - The company has overlapping directors and management with other entities, which may lead to potential conflicts of interest in pursuing business opportunities[155]. - The board of directors has the discretion to change management and allocation policies without stockholder approval, which could disadvantage one or more groups[294]. - The Teams have governance rights that may limit Liberty's ability to influence Formula 1's operations, including consent rights related to the number of Events in a season and the introduction of new regulations[250]. Subscriber and Customer Dynamics - SIRIUS XM's subscriber acquisition efforts may attract more price-sensitive consumers, potentially leading to lower conversion rates from trial to self-paying subscribers[164]. - SIRIUS XM's marketing efforts are crucial for attracting and retaining subscribers, and any decline in effectiveness could materially impact operations[170]. - The company's ability to access cash flow from subsidiaries like SIRIUS XM is limited due to its status as a separate public company and the presence of significant non-controlling interests[148]. Risks Related to Events and External Factors - SIRIUS XM's operations could be significantly impacted by natural disasters or terrorist activities damaging its facilities[201]. - Formula 1's revenue is significantly impacted by the cancellation or postponement of events due to factors beyond its control, which could lead to a loss of revenue under commercial contracts[231]. - The last cancellation of an event occurred in 2011 due to civil unrest, highlighting the potential for significant revenue loss in similar future scenarios[232]. Intellectual Property and Security Risks - The company may face challenges related to intellectual property rights, which could result in substantial legal costs and affect its ability to develop and market its systems[204]. - SIRIUS XM's data security measures are in place, but the company may struggle to anticipate evolving techniques used by unauthorized parties[166]. - Confidential information leaks could harm relationships with counterparties and result in less favorable commercial contracts, adversely affecting Formula 1's business[238]. Shareholder and Stockholder Considerations - The company does not currently intend to pay cash dividends on Liberty SiriusXM common stock, Liberty Braves common stock, or Liberty Formula One common stock for the foreseeable future[289]. - Insider transactions in the company's common stock could depress market prices due to perceived adverse trends[307]. - Liberty's Chairman, John C. Malone, holds approximately 47.7% of the aggregate voting power due to his beneficial ownership of about 96.3% of the outstanding shares of Series B common stock across multiple groups[312].