Exhibit 99.1
Unaudited Attributed Financial Information for Tracking Stock Groups
The following tables present our assets and liabilities as of June 30, 2024 and revenue and expenses for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023. The tables further present our assets, liabilities, revenue, expenses and cash flows that are intended to be attributed to the Liberty SiriusXM Group, the Liberty Formula One Group (the “Formula One Group”), the Liberty Live Group and the Liberty Braves Group (the “Braves Group”) (prior to the Split-Off, as defined in note 1), respectively. The Reclassification, as described in note 1, is reflected in the attributed financial statements on a prospective basis from August 3, 2023. The financial information should be read in conjunction with our condensed consolidated financial statements for the six months ended June 30, 2024 included in this Quarterly Report on Form 10-Q.
Notwithstanding the following attribution of assets, liabilities, revenue, expenses and cash flows to the Liberty SiriusXM Group, the Formula One Group, the Liberty Live Group and the Braves Group (prior to the Split-Off, as defined in note 1), our tracking stock capital structure does not affect the ownership or the respective legal title to our assets or responsibility for our liabilities. We and our subsidiaries are each responsible for our respective liabilities. Holders of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock are holders of our common stock and are subject to risks associated with an investment in our company and all of our businesses, assets and liabilities. The issuance of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock does not affect the rights of our creditors.
1
SUMMARY ATTRIBUTED FINANCIAL DATA
Liberty SiriusXM Group
Summary Balance Sheet Data:
June 30, | December 31, | ||||||
2024 | 2023 | ||||||
amounts in millions | |||||||
Cash and cash equivalents | $ | 188 | 306 | ||||
Investments in affiliates, accounted for using the equity method | $ | 1,601 | 715 | ||||
Intangible assets not subject to amortization | $ | 25,051 | 25,051 | ||||
Intangible assets subject to amortization, net | $ | 1,001 | 1,014 | ||||
Total assets | $ | 30,821 | 29,901 | ||||
Deferred revenue | $ | 1,128 | 1,195 | ||||
Long-term debt, including current portion | $ | 10,813 | 11,137 | ||||
Deferred tax liabilities | $ | 2,371 | 2,245 | ||||
Attributed net assets | $ | 10,682 | 10,165 | ||||
Noncontrolling interest | $ | 3,124 | 3,026 |
Summary Statement of Operations Data:
Three months ended | Six months ended | |||||||||
June 30, | June 30, | |||||||||
2024 | 2023 | 2024 | 2023 | |||||||
amounts in millions | ||||||||||
Revenue | $ | 2,178 | 2,250 | 4,340 | 4,394 | |||||
Cost of Sirius XM Holdings services (1) | $ | (1,023) | (1,063) | (2,060) | (2,087) | |||||
Other operating expenses (1) | $ | (71) | (83) | (157) | (162) | |||||
Selling, general and administrative expense (1) | $ | (361) | (387) | (733) | (772) | |||||
Operating income (loss) | $ | 471 | 452 | 880 | 825 | |||||
Interest expense | $ | (126) | (137) | (255) | (273) | |||||
Income tax (expense) benefit | $ | (81) | (46) | (149) | (115) | |||||
Net earnings (loss) attributable to noncontrolling interests | $ | 50 | 51 | 92 | 88 | |||||
Earnings (loss) attributable to Liberty stockholders | $ | 299 | 166 | 498 | 349 |
(1) | Includes stock-based compensation expense as follows: |
Three months ended | Six months ended | |||||||||
June 30, | June 30, | |||||||||
2024 | 2023 | 2024 | 2023 | |||||||
amounts in millions | ||||||||||
Cost of services | $ | 11 | 11 | 22 | 20 | |||||
Other operating expenses | 11 | 11 | 23 | 22 | ||||||
Selling, general and administrative expense | 26 | 24 | 51 | 52 | ||||||
$ | 48 | 46 | 96 | 94 |
2
Formula One Group
Summary Balance Sheet Data:
June 30, | December 31, | ||||||
2024 | 2023 | ||||||
amounts in millions | |||||||
Cash and cash equivalents | $ | 1,491 | 1,408 | ||||
Investments in affiliates, accounted for using the equity method | $ | 37 | 41 | ||||
Intangible assets not subject to amortization | $ | 4,191 | 3,956 | ||||
Intangible assets subject to amortization, net | $ | 2,827 | 2,858 | ||||
Total assets | $ | 10,810 | 10,267 | ||||
Long-term debt, including current portion | $ | 2,912 | 2,906 | ||||
Attributed net assets | $ | 6,548 | 6,419 |
Summary Statement of Operations Data:
Three months ended | Six months ended | |||||||||
June 30, | June 30, | |||||||||
2024 | 2023 | 2024 | 2023 | |||||||
amounts in millions | ||||||||||
Revenue | $ | 988 | 724 | 1,575 | 1,105 | |||||
Cost of Formula 1 revenue | $ | (639) | (519) | (918) | (725) | |||||
Selling, general and administrative expense (1) | $ | (91) | (69) | (182) | (144) | |||||
Operating income (loss) | $ | 59 | 52 | 154 | 68 | |||||
Interest expense | $ | (53) | (54) | (108) | (105) | |||||
Share of earnings (losses) of affiliates, net | $ | (2) | (1) | (5) | (3) | |||||
Realized and unrealized gains (losses) on financial instruments, net | $ | (1) | 64 | 47 | 17 | |||||
Unrealized gains (losses) on intergroup interest | $ | — | 40 | — | (1) | |||||
Income tax (expense) benefit | $ | 1 | (10) | (22) | (4) | |||||
Earnings (loss) attributable to Liberty stockholders | $ | 24 | 116 | 101 | 7 |
(1) | Includes stock-based compensation of $6 million and $5 million for the three months ended June 30, 2024 and 2023, respectively, and $18 million and $10 million for the six months ended June 30, 2024 and 2023, respectively. |
3
Liberty Live Group
Summary Balance Sheet Data:
June 30, | December 31, | ||||||
2024 | 2023 | ||||||
amounts in millions | |||||||
Cash and cash equivalents | $ | 406 | 305 | ||||
Investments in affiliates, accounted for using the equity method | $ | 345 | 333 | ||||
Total assets | $ | 1,000 | 1,162 | ||||
Long-term debt, including current portion | $ | 1,303 | 1,317 | ||||
Attributed net assets | $ | (170) | (188) |
Summary Statement of Operations Data:
Three months ended | Six months ended | |||||||||
June 30, | June 30, | |||||||||
2024 | 2023 | 2024 | 2023 | |||||||
Selling, general and administrative expense (1) | $ | (2) | NA | (4) | NA | |||||
Operating income (loss) | $ | (2) | NA | (4) | NA | |||||
Share of earnings (losses) of affiliates, net | $ | 85 | NA | 64 | NA | |||||
Income tax (expense) benefit | $ | (36) | NA | (16) | NA | |||||
Earnings (loss) attributable to Liberty stockholders | $ | 134 | NA | 61 | NA |
(1) | Includes stock-based compensation expense of $1 million and $2 million for the three and six months ended June 30, 2024, respectively. |
4
BALANCE SHEET INFORMATION
June 30, 2024
(unaudited)
Attributed (note 1) | ||||||||||||
Liberty | Liberty | |||||||||||
SiriusXM | Formula One | Live | Inter-Group | Consolidated | ||||||||
| Group | Group | Group | Eliminations | Liberty |
| ||||||
amounts in millions | ||||||||||||
Assets | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | | | | — | |
| |||||
Trade and other receivables, net |
| | | — | — | |
| |||||
Other current assets |
| | | — | — | |
| |||||
Total current assets |
| | | | — | |
| |||||
Investments in affiliates, accounted for using the equity method (note 1) |
| | | | — | |
| |||||
Property and equipment, at cost |
| | | — | — | |
| |||||
Accumulated depreciation |
| ( | ( | — | — | ( |
| |||||
| | | — | — | |
| ||||||
Intangible assets not subject to amortization | ||||||||||||
Goodwill |
| | | — | — | |
| |||||
FCC licenses |
| | — | — | — | |
| |||||
Other |
| | — | — | — | |
| |||||
| | | — | — | |
| ||||||
Intangible assets subject to amortization, net |
| | | — | — | |
| |||||
Other assets |
| | | | | |
| |||||
Total assets | $ | | | | | |
| |||||
Liabilities and Equity | ||||||||||||
Current liabilities: | ||||||||||||
Intergroup payable (receivable) (note 3) | $ | | ( | | — | — | ||||||
Accounts payable and accrued liabilities | |
| | — | — | | ||||||
Current portion of debt | | | | — | | |||||||
Deferred revenue |
| |
| | — | — | | |||||
Other current liabilities |
| |
| | — | — | | |||||
Total current liabilities |
| |
| | | — | | |||||
Long-term debt (note 1) |
| |
| | | — | | |||||
Deferred income tax liabilities |
| |
| — | ( | | | |||||
Other liabilities |
| |
| | — | — | | |||||
Total liabilities |
| |
| | | | | |||||
Equity / Attributed net assets |
| |
| | ( | — | | |||||
Noncontrolling interests in equity of subsidiaries |
| |
| — | | — | | |||||
Total liabilities and equity | $ | |
| | | | |
5
STATEMENT OF OPERATIONS INFORMATION
Three months ended June 30, 2024
(unaudited)
Attributed (note 1) | ||||||||||
Liberty | Liberty | |||||||||
SiriusXM | Formula One | Live | Consolidated | |||||||
Group | Group | Group | Liberty | |||||||
amounts in millions | ||||||||||
Revenue: | ||||||||||
Sirius XM Holdings revenue | $ | |
| — | — | | ||||
Formula 1 revenue | — | | — | | ||||||
Other revenue |
| — |
| | — | | ||||
Total revenue |
| |
| | — | | ||||
Operating costs and expenses, including stock-based compensation (note 2): | ||||||||||
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below): | ||||||||||
Revenue share and royalties |
| |
| — | — | | ||||
Programming and content |
| |
| — | — | | ||||
Customer service and billing |
| |
| — | — | | ||||
Other |
| |
| — | — | | ||||
Cost of Formula 1 revenue (exclusive of depreciation shown separately below) | — | | — | | ||||||
Other cost of sales | — | | — | | ||||||
Subscriber acquisition costs |
| |
| — | — | | ||||
Other operating expenses |
| |
| | — | | ||||
Selling, general and administrative |
| |
| | | | ||||
Impairment, restructuring and acquisition costs | |
| | — | | |||||
Depreciation and amortization |
| |
| | — | | ||||
| |
| | | | |||||
Operating income (loss) |
| |
| | ( | | ||||
Other income (expense): | ||||||||||
Interest expense |
| ( |
| ( | ( | ( | ||||
Share of earnings (losses) of affiliates, net |
| |
| ( | | | ||||
Realized and unrealized gains (losses) on financial instruments, net |
| |
| ( | | | ||||
Other, net |
| |
| | | | ||||
| ( |
| ( | | | |||||
Earnings (loss) before income taxes |
| |
| | | | ||||
Income tax (expense) benefit |
| ( |
| | ( | ( | ||||
Net earnings (loss) |
| |
| | | | ||||
Less net earnings (loss) attributable to the noncontrolling interests |
| |
| — | — | | ||||
Net earnings (loss) attributable to Liberty stockholders | $ | |
| | | |
6
STATEMENT OF OPERATIONS INFORMATION
Six months ended June 30, 2024
(unaudited)
Attributed (note 1) | ||||||||||
Liberty | Liberty | |||||||||
SiriusXM | Formula One | Live | Consolidated | |||||||
Group | Group | Group | Liberty | |||||||
amounts in millions | ||||||||||
Revenue: | ||||||||||
Sirius XM Holdings revenue | $ | | — | — |
| | ||||
Formula 1 revenue | — | | — | | ||||||
Other revenue |
| — | | — |
| | ||||
Total revenue |
| | | — |
| | ||||
Operating costs and expenses, including stock-based compensation (note 2): | ||||||||||
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below): | ||||||||||
Revenue share and royalties |
| | — | — |
| | ||||
Programming and content |
| | — | — |
| | ||||
Customer service and billing |
| | — | — |
| | ||||
Other |
| | — | — |
| | ||||
Cost of Formula 1 revenue (exclusive of depreciation shown separately below) | — | | — | | ||||||
Other cost of sales | — | | — | | ||||||
Subscriber acquisition costs |
| | — | — |
| | ||||
Other operating expenses |
| | | — |
| | ||||
Selling, general and administrative |
| | | |
| | ||||
Impairment, restructuring and acquisition costs | | | — |
| | |||||
Depreciation and amortization |
| | | — |
| | ||||
| | | |
| | |||||
Operating income (loss) |
| | | ( |
| | ||||
Other income (expense): | ||||||||||
Interest expense |
| ( | ( | ( |
| ( | ||||
Share of earnings (losses) of affiliates, net |
| | ( | |
| | ||||
Realized and unrealized gains (losses) on financial instruments, net |
| | | |
| | ||||
Other, net |
| | | |
| | ||||
| ( | ( | |
| ( | |||||
Earnings (loss) before income taxes |
| | | |
| | ||||
Income tax (expense) benefit |
| ( | ( | ( |
| ( | ||||
Net earnings (loss) |
| | | |
| | ||||
Less net earnings (loss) attributable to the noncontrolling interests |
| | — | — |
| | ||||
Net earnings (loss) attributable to Liberty stockholders | $ | | | |
| |
7
STATEMENT OF OPERATIONS INFORMATION
Three months ended June 30, 2023
(unaudited)
Attributed (note 1) | ||||||||||
Liberty | ||||||||||
SiriusXM | Formula One | Braves | Consolidated | |||||||
Group | Group | Group | Liberty | |||||||
amounts in millions | ||||||||||
Revenue: | ||||||||||
Sirius XM Holdings revenue | $ | |
| — | — | | ||||
Formula 1 revenue | — | | — | | ||||||
Other revenue |
| — |
| — | | | ||||
Total revenue |
| |
| | | | ||||
Operating costs and expenses, including stock-based compensation (note 2): | ||||||||||
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below): | ||||||||||
Revenue share and royalties |
| |
| — | — | | ||||
Programming and content |
| |
| — | — | | ||||
Customer service and billing |
| |
| — | — | | ||||
Other |
| |
| — | — | | ||||
Cost of Formula 1 revenue (exclusive of depreciation shown separately below) | — | | — | | ||||||
Subscriber acquisition costs |
| |
| — | — | | ||||
Other operating expenses |
| |
| — | | | ||||
Selling, general and administrative |
| |
| | | | ||||
Impairment, restructuring and acquisition costs | | — | | | ||||||
Depreciation and amortization |
| |
| | | | ||||
| |
| | | | |||||
Operating income (loss) |
| |
| | | | ||||
Other income (expense): | ||||||||||
Interest expense |
| ( |
| ( | ( | ( | ||||
Share of earnings (losses) of affiliates, net |
| |
| ( | | | ||||
Realized and unrealized gains (losses) on financial instruments, net |
| ( |
| | | ( | ||||
Unrealized gains (losses) on intergroup interests (note 1) | | | ( | — | ||||||
Other, net |
| |
| | | | ||||
| ( |
| | ( | ( | |||||
Earnings (loss) before income taxes |
| |
| | ( | | ||||
Income tax (expense) benefit |
| ( |
| ( | ( | ( | ||||
Net earnings (loss) |
| |
| | ( | | ||||
Less net earnings (loss) attributable to the noncontrolling interests |
| |
| ( | — | | ||||
Net earnings (loss) attributable to Liberty stockholders | $ | |
| | ( | |
8
STATEMENT OF OPERATIONS INFORMATION
Six months ended June 30, 2023
(unaudited)
Attributed (note 1) | ||||||||||
Liberty | ||||||||||
SiriusXM | Formula One | Braves | Consolidated | |||||||
Group | Group | Group | Liberty | |||||||
amounts in millions | ||||||||||
Revenue: | ||||||||||
Sirius XM Holdings revenue | $ | |
| — | — | | ||||
Formula 1 revenue | — | | — | | ||||||
Other revenue |
| — |
| — | | | ||||
Total revenue |
| |
| | | | ||||
Operating costs and expenses, including stock-based compensation (note 2): | ||||||||||
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below): | ||||||||||
Revenue share and royalties |
| |
| — | — | | ||||
Programming and content |
| |
| — | — | | ||||
Customer service and billing |
| |
| — | — | | ||||
Other |
| |
| — | — | | ||||
Cost of Formula 1 revenue (exclusive of depreciation shown separately below) | — | | — | | ||||||
Subscriber acquisition costs |
| |
| — | — | | ||||
Other operating expenses |
| |
| — | | | ||||
Selling, general and administrative |
| |
| | | | ||||
Impairment, restructuring and acquisition costs | | — | | | ||||||
Depreciation and amortization |
| |
| | | | ||||
| |
| | | | |||||
Operating income (loss) |
| |
| | ( | | ||||
Other income (expense): | ||||||||||
Interest expense |
| ( |
| ( | ( | ( | ||||
Share of earnings (losses) of affiliates, net |
| |
| ( | | | ||||
Realized and unrealized gains (losses) on financial instruments, net |
| ( |
| | | ( | ||||
Unrealized gains (losses) on intergroup interests (note 1) | | ( | ( | — | ||||||
Other, net |
| |
| | | | ||||
| ( |
| ( | ( | ( | |||||
Earnings (loss) before income taxes |
| |
| | ( | | ||||
Income tax (expense) benefit |
| ( |
| ( | | ( | ||||
Net earnings (loss) |
| |
| | ( | | ||||
Less net earnings (loss) attributable to the noncontrolling interests |
| |
| ( | — | | ||||
Net earnings (loss) attributable to Liberty stockholders | $ | |
| | ( | |
9
STATEMENT OF CASH FLOWS INFORMATION
Six months ended June 30, 2024
(unaudited)
Attributed (note 1) | ||||||||||
Liberty | Liberty | |||||||||
SiriusXM | Formula One | Live | Consolidated | |||||||
Group | Group | Group | Liberty | |||||||
amounts in millions | ||||||||||
Cash flows from operating activities: | ||||||||||
Net earnings (loss) | $ | |
| | | | ||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||
Depreciation and amortization |
| |
| | — | | ||||
Stock-based compensation |
| |
| | | | ||||
Non-cash impairment and restructuring costs | |
| — | — | | |||||
Share of (earnings) loss of affiliates, net |
| ( |
| | ( | ( | ||||
Realized and unrealized (gains) losses on financial instruments, net |
| ( |
| ( | ( | ( | ||||
Deferred income tax expense (benefit) |
| ( |
| | | ( | ||||
Intergroup tax allocation | |
| ( | | — | |||||
Intergroup tax (payments) receipts | ( |
| | | — | |||||
Other charges (credits), net |
| |
| | ( | | ||||
Changes in operating assets and liabilities | ||||||||||
Current and other assets |
| |
| ( | | ( | ||||
Payables and other liabilities |
| ( |
| | ( | ( | ||||
Net cash provided (used) by operating activities |
| |
| | ( | | ||||
Cash flows from investing activities: | ||||||||||
Investments in equity method affiliates and debt and equity securities |
| ( |
| ( | — | ( | ||||
Cash proceeds from dispositions | — |
| — | | | |||||
Cash (paid) received for acquisitions, net of cash acquired | — |
| ( | — | ( | |||||
Capital expended for property and equipment, including internal-use software and website development |
| ( |
| ( | — | ( | ||||
Other investing activities, net |
| ( |
| ( | | ( | ||||
Net cash provided (used) by investing activities |
| ( |
| ( | | ( | ||||
Cash flows from financing activities: | ||||||||||
Borrowings of debt |
| |
| | — | | ||||
Repayments of debt |
| ( |
| ( | — | ( | ||||
Cash dividends paid by subsidiary | ( | — | — | ( | ||||||
Taxes paid in lieu of shares issued for stock-based compensation |
| ( |
| ( | ( | ( | ||||
Other financing activities, net | ( | | | | ||||||
Net cash provided (used) by financing activities |
| ( |
| | — | ( | ||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | — | ( | — | ( | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
| ( |
| | | | ||||
Cash, cash equivalents and restricted cash at beginning of period |
| |
| | | | ||||
Cash, cash equivalents and restricted cash at end of period | $ | |
| | | |
10
STATEMENT OF CASH FLOWS INFORMATION
Six months ended June 30, 2023
(unaudited)
Attributed (note 1) | ||||||||||
Liberty | ||||||||||
SiriusXM | Formula One | Braves | Consolidated | |||||||
Group | Group | Group | Liberty | |||||||
amounts in millions | ||||||||||
Cash flows from operating activities: | ||||||||||
Net earnings (loss) | $ | |
| | ( | | ||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||
Depreciation and amortization |
| |
| | | | ||||
Stock-based compensation |
| |
| | | | ||||
Non-cash impairment and restructuring costs | | — | — | | ||||||
Share of (earnings) loss of affiliates, net |
| ( |
| | ( | ( | ||||
Unrealized (gains) losses on intergroup interests, net | ( | | | — | ||||||
Realized and unrealized (gains) losses on financial instruments, net |
| |
| ( | ( | | ||||
Deferred income tax expense (benefit) |
| ( |
| | ( | ( | ||||
Intergroup tax allocation | | ( | ( | — | ||||||
Intergroup tax (payments) receipts | ( | | ( | — | ||||||
Other charges (credits), net |
| ( |
| — | | ( | ||||
Changes in operating assets and liabilities | ||||||||||
Current and other assets |
| |
| ( | ( | ( | ||||
Payables and other liabilities |
| ( |
| | | | ||||
Net cash provided (used) by operating activities |
| |
| | | | ||||
Cash flows from investing activities: | ||||||||||
Investments in equity method affiliates and debt and equity securities |
| ( |
| ( | — | ( | ||||
Cash proceeds from dispositions | (1) | 68 | — | 67 | ||||||
Capital expended for property and equipment, including internal-use software and website development |
| ( |
| ( | ( | ( | ||||
Other investing activities, net |
| ( |
| ( | — | ( | ||||
Net cash provided (used) by investing activities |
| ( |
| ( | ( | ( | ||||
Cash flows from financing activities: | ||||||||||
Borrowings of debt |
| |
| — | | | ||||
Repayments of debt |
| ( |
| ( | ( | ( | ||||
Settlement of intergroup interests | | ( | — | — | ||||||
Subsidiary shares repurchased by subsidiary |
| ( |
| — | — | ( | ||||
Cash dividends paid by subsidiary | ( | — | — | ( | ||||||
Taxes paid in lieu of shares issued for stock-based compensation |
| ( |
| ( | ( | ( | ||||
Other financing activities, net | | | | | ||||||
Net cash provided (used) by financing activities |
| ( |
| ( | | ( | ||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | — | | — | | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
| ( |
| ( | | ( | ||||
Cash, cash equivalents and restricted cash at beginning of period |
| |
| | | | ||||
Cash, cash equivalents and restricted cash at end of period | $ | |
| | | |
11
Notes to Attributed Financial Information (Continued)
(unaudited)
(1) | A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. |
On July 18, 2023, the Company completed the split-off (the “Split-Off”) of its wholly owned subsidiary, Atlanta Braves Holdings, Inc (“Atlanta Braves Holdings”). The Split-Off was accomplished by a redemption by the Company of each outstanding share of Liberty Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock. Atlanta Braves Holdings is comprised of the businesses, assets and liabilities attributed to the Braves Group immediately prior to the Split-Off, except for the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and the Formula One Group, which were settled and extinguished in connection with the Split-Off.
On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks — Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”). As a result of the Reclassification, each then-outstanding share of Liberty SiriusXM common stock was reclassified into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock and each outstanding share of Liberty Formula One common stock was reclassified into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock.
Each of the Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. In July 2024, the IRS completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. The Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements and these attributed financial statements on a prospective basis.
While the Liberty SiriusXM Group, Formula One Group and Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings Inc. (“Sirius XM Holdings”), in which Liberty holds an interest and that is attributed to a Liberty tracking stock group, the Liberty SiriusXM Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
As of June 30, 2024, the Liberty SiriusXM Group was primarily comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75% Convertible Senior Notes due 2028, Liberty’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. As of June 30, 2024, the Liberty SiriusXM Group had cash and cash equivalents of approximately $188 million, which included $100 million of subsidiary cash.
As of June 30, 2024, the Formula One Group was primarily comprised of Liberty’s interests in Formula 1 and QuintEvents, LLC, cash and Liberty’s 2.25% Convertible Senior Notes due 2027. As of June 30, 2024, the Formula One Group had cash and cash equivalents of approximately $1,491 million, which included $1,303 million of subsidiary cash.
As of June 30, 2024, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation Entertainment, Inc., cash, certain public and private assets, Liberty’s 0.5% Exchangeable Senior Debentures due 2050, Liberty’s 2.375% Exchangeable Senior Debentures due 2053 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty.
12
Notes to Attributed Financial Information (Continued)
(unaudited)
Prior to the Split-Off, the Braves Group was primarily comprised of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC”) and certain assets and liabilities associated with ANLBC’s stadium and mixed-use development and cash.
As of December 31, 2022, 6,792,903 notional shares represented an 11.0% intergroup interest in the Braves Group previously held by the Formula One Group, 1,811,066 notional shares represented a 2.9% intergroup interest in the Braves Group previously held by the Liberty SiriusXM Group and 4,165,288 notional shares represented a 1.7% intergroup interest in the Formula One Group previously held by the Liberty SiriusXM Group.
The intergroup interests represented quasi-equity interests which were not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM Group had attributed interests in the Braves Group, which were generally stated in terms of a number of shares of Liberty Braves common stock, and the Liberty SiriusXM Group also had an attributed interest in the Formula One Group, which was generally stated in terms of a number of shares of Liberty Formula One common stock. Each reporting period, the notional shares representing the intergroup interests were marked to fair value. The changes in fair value were recorded in the Unrealized gain (loss) on intergroup interests line item in the unaudited attributed condensed consolidated statements of operations.
The Braves Group intergroup interests attributable to the Formula One Group and the Liberty SiriusXM Group were reflected in the Investment in intergroup interests line item, and the Braves Group liabilities for the intergroup interests were reflected in the Redeemable intergroup interests line item in the unaudited attributed condensed consolidated balance sheets. Similarly, the Formula One Group intergroup interest attributable to the Liberty SiriusXM Group was reflected in the Investment in intergroup interests line item, and the Formula One Group liability for the intergroup interest was reflected in the Redeemable intergroup interests line item in the unaudited attributed condensed consolidated balance sheets. Both accounts were presented as noncurrent, as cash settlement of the intergroup interests was not required. Appropriate eliminating entries were recorded in the Company’s condensed consolidated financial statements.
During March 2023, the Formula One Group paid approximately $202 million to the Liberty SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of Liberty’s 1.375% Cash Convertible Notes due 2023. On July 12, 2023, the Formula One Group paid approximately $71 million to the Liberty SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the Liberty SiriusXM Group.
In connection with the Split-Off, the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Formula One Group were settled and extinguished through the attribution, to the respective tracking stock group, of Atlanta Braves Holdings Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest. On July 19, 2023, the shares of Atlanta Braves Holdings Series C common stock attributed to the Formula One Group to settle and extinguish the intergroup interest in connection with the Split-Off were distributed on a pro rata basis to holders of Liberty Formula One common stock. During November 2023, Liberty exchanged the shares of Atlanta Braves Holdings Series C common stock attributed to the Liberty SiriusXM Group with a third party to satisfy certain debt obligations attributed to the Liberty SiriusXM Group.
On December 11, 2023, Liberty entered into definitive agreements, subject to the terms thereof, to redeem each outstanding share of its Liberty SiriusXM common stock in exchange for a number of shares of common stock of a newly formed entity (the “Liberty Sirius XM Holdings Split-Off”), Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”) equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023, and as amended by the First Amendment to the Reorganization Agreement, dated as of June 16, 2024, in each case, by and among Liberty, Liberty Sirius XM Holdings and Sirius XM Holdings (as may be amended from time to time, the “Reorganization Agreement”)). The Exchange Ratio will be calculated prior to the effective time of the redemption and is estimated to be approximately 0.83 of a share of Liberty Sirius XM Holdings common stock. Liberty Sirius XM Holdings will be comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. The Liberty Sirius XM Holdings Split-Off is intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in
13
Notes to Attributed Financial Information (Continued)
(unaudited)
lieu of fractional shares) and the completion of the Liberty Sirius XM Holdings Split-Off will be subject to various conditions, including the receipt of opinions of tax counsel. On December 11, 2023, Liberty also entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger, dated as of June 16, 2024), pursuant to which Radio Merger Sub, LLC, a wholly owned subsidiary of Liberty Sirius XM Holdings, will merge with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”), subject to the satisfaction of certain conditions. The Merger is dependent and conditioned on the approval and completion of the Liberty Sirius XM Holdings Split-Off, and the Merger will not be completed unless the Liberty Sirius XM Holdings Split-Off is completed. If the Liberty Sirius XM Holdings Split-Off is completed, the Merger will also be completed. Subject to the satisfaction of various conditions, the Company expects to complete the Transactions on September 9, 2024.
For information relating to investments in affiliates accounted for using the equity method and debt, see notes 6 and 7, respectively, of the accompanying condensed consolidated financial statements.
(2) | Cash compensation expense for our corporate employees is allocated among the Liberty SiriusXM Group, the Formula One Group and Liberty Live Group and was allocated to the Braves Group prior to the Split-Off, based on the estimated percentage of time spent providing services for each group. On an annual basis, estimated time spent is determined through an interview process and a review of personnel duties unless transactions significantly change the composition of companies and investments in either respective group which would require a timelier reevaluation of estimated time spent. Other general and administrative expenses are charged directly to the groups whenever possible and are otherwise allocated based on estimated usage or some other reasonably determined methodology. Stock compensation related to each tracking stock is calculated based on actual awards outstanding. |
While we believe that this allocation method is reasonable and fair to each group, we may elect to change the allocation methodology or percentages used to allocate general and administrative expenses in the future.
(3) | The intergroup balance at June 30, 2024 and December 31, 2023 is primarily a result of timing of tax benefits. |
(4) | The Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock have voting and conversion rights under our restated charter. Following is a summary of those rights. Holders of Series A common stock of each group are entitled to one vote per share, and holders of Series B common stock of each group are entitled to ten votes per share. Holders of Series C common stock of each group are entitled to 1/100th of a vote per share in certain limited cases and will otherwise not be entitled to vote. In general, holders of Series A and Series B common stock vote as a single class. In certain limited circumstances, the board may elect to seek the approval of the holders of only Series A and Series B Liberty SiriusXM common stock, only Series A and Series B Liberty Formula One common stock, or only Series A and Series B Liberty Live common stock. |
At the option of the holder, each share of Series B common stock of each group will be converted into one share of Series A common stock of the same group. At the discretion of our board, the common stock related to one group may be converted into common stock of the same series that is related to another other group.
14