附件99.1
未经审计的归属为股票跟踪板块的财务信息
以下表格展示截至2024年9月30日的资产和负债,2024年9月30日和2023年的三个月和九个月的营收和支出,以及截至2024年9月30日和2023年的九个月的现金流量。表格进一步展示了我们的资产、负债、营收、支出和现金流量,这些都是要归属于自由方程式一组(“方程式一组”)、自由现场组、自由sirius xm组(在财务报表附注1中定义的自由sirius xm控股公司拆分之前)和自由勇士组(在财务报表附注1中定义的亚特兰大勇士控股公司拆分之前)的。如附注1所述的重新分类将反映在截至2023年8月3日开始的归属财务报表中。这些财务信息应与我们在此《第10-Q表格季度报告》中包含的截至2024年9月30日的简明合并财务报表一起阅读。
尽管将资产、负债、营收、支出和现金流量归属于自由sirius xm组(在财务报表附注1中定义的自由sirius xm控股公司拆分之前)、方程式一组、自由现场组和勇士组(在财务报表附注1中定义的亚特兰大勇士控股公司拆分之前),我们的股票跟踪资本结构并不影响我们资产的所有权或相应的法律所有权以及我们对负债的责任。我们及我们的子公司各自对我们的各项责任负责。持有自由方程式一普通股和自由现场普通股的持有人是我们的普通股持有人,并承担与投资我们公司及我们所有的业务、资产和负债相关的风险。发行自由方程式一普通股和自由现场普通股不影响我们债权人的权利。
1
SUMMARY ATTRIBUTED FINANCIAL DATA
一级方程式赛车集团
摘要资产负债表数据:
9月30日 | 12月31日 | ||||||
2024 | 2023 | ||||||
数量为百万 | |||||||
现金及现金等价物 | $ | 2,666 | 1,408 | ||||
| $ | 35 | 41 | ||||
商誉 | $ | 4,192 | 3,956 | ||||
可退还所得税 | $ | 2,757 | 2,858 | ||||
总资产 | $ | 11,980 | 10,267 | ||||
长期债务(包括流动部分) | $ | 2,928 | 2,906 | ||||
归属于净资产 | $ | 7,642 | 6,419 |
经营数据摘要表:
截至三个月结束 | 截至9个月结束, | |||||||||
9月30日, | 9月30日, | |||||||||
2024 | 2023 | 2024 | 2023 | |||||||
金额以百万为单位 | ||||||||||
营业收入 | $ | 911 | 887 | 2,486 | 1,992 | |||||
一级方程式营业收入成本 | $ | (554) | (615) | (1,472) | (1,340) | |||||
销售、一般及行政费用(1) | $ | (113) | (79) | (295) | (223) | |||||
业务利润(亏损) | $ | 110 | 107 | 264 | 175 | |||||
利息支出 | $ | (54) | (56) | (162) | (161) | |||||
其它业绩分享(亏损),净额 | $ | (1) | 2 | (6) | (1) | |||||
金融工具的已实现和未实现损益净额 | $ | 39 | 66 | 86 | 83 | |||||
Unrealized gains (losses) on intergroup interest | $ | — | 16 | — | 15 | |||||
所得税费用(收益) | $ | 2 | (31) | (20) | (35) | |||||
归属于自由股东的收益(损失) | $ | 117 | 118 | 218 | 125 |
(1) | 包括截至2024年9月30日三个月的600万元和400万元的股票补偿,以及截至2024年9月30日九个月的2400万元和1400万元的股票补偿。 |
2
自由直播集团
摘要资产负债表数据:
9月30日 | 12月31日 | ||||||
2024 | 2023 | ||||||
数量为百万 | |||||||
现金及现金等价物 | $ | 388 | 305 | ||||
| $ | 448 | 333 | ||||
总资产 | $ | 1,255 | 1,162 | ||||
长期债务(包括流动部分) | $ | 1,437 | 1,317 | ||||
归属净资产 | $ | (206) | (188) |
经营数据摘要报表:
截至三个月结束 | 截至9个月结束, | |||||||||
9月30日 | 9月30日 | |||||||||
2024 | 2023 | 2024 | 2023 | |||||||
销售、一般和行政费用 (1) | $ | (3) | (5) | (7) | (5) | |||||
业务利润(亏损) | $ | (3) | (5) | (7) | (5) | |||||
其它业绩分享(亏损),净额 | $ | 117 | 90 | 181 | 90 | |||||
所得税费用(收益) | $ | (5) | 5 | (21) | 5 | |||||
归属于自由股东的收益(损失) | $ | 15 | (19) | 76 | (19) |
(1) | 包括截至2024年9月30日和2023年结束的每个三个月的100万美元的股权补偿费用,以及分别为截至2024年9月30日和2023年结束的九个月的300万美元和100万美元。 |
3
资产负债表信息
2024年9月30日
(未经审计)
归属(注1) | ||||||||||
自由 | ||||||||||
一级方程式 | 现场 | 集团内部 | 综合 | |||||||
| 集团 | 集团 | 淘汰 | 自由 |
| |||||
金额单位为百万 | ||||||||||
资产 | ||||||||||
流动资产: | ||||||||||
现金及现金等价物 | $ | | | — | |
| ||||
交易及其他应收款净额 |
| | — | — | |
| ||||
其他流动资产 |
| | — | — | |
| ||||
总流动资产 |
| | | — | |
| ||||
采用权益法核算的关联企业投资(注1) |
| | | — | |
| ||||
成本核算的房地产设备 |
| | — | — | |
| ||||
累计折旧 |
| ( | — | — | ( |
| ||||
| | — | — | |
| |||||
商誉 |
| | — | — | |
| ||||
可退还所得税 |
| | — | — | |
| ||||
其他 |
| | | ( | |
| ||||
总资产 | $ | | | ( | |
| ||||
负债和股东权益 | ||||||||||
流动负债: | ||||||||||
应付账款及应计负债 | $ | | — | — | | |||||
偿还短期债务 | | | — | | ||||||
递延收入 |
| | — | — | | |||||
其他流动负债 |
| | — | — | | |||||
流动负债合计 |
| | | — | | |||||
长期负债(附注1) |
| | | — | | |||||
递延所得税负债 |
| | — | ( | — | |||||
其他负债 |
| | | — | | |||||
负债合计 |
| | | ( | | |||||
股本/归属于母公司的净资产 |
| | ( | — | | |||||
子公司股权中的非控制权益 |
| — | | — | | |||||
负债和所有者权益总额 | $ | | | ( | |
4
营业收入情况声明
2024年9月30日止三个月
(未经审计)
归属(注1) | ||||||||||
自由 | 自由出版 | |||||||||
一级方程式 | 现场 | SiriusXm | 综合 | |||||||
集团 | Group | 集团 | 自由 | |||||||
数量为百万 | ||||||||||
营业收入: | ||||||||||
F1营业收入 | $ | | — | — | | |||||
其他收入 |
| | — | — | | |||||
总营业收入 |
| | — | — | | |||||
经营成本和费用: | ||||||||||
F1营收成本(除独立折旧外) | | — | — | | ||||||
其他销售成本 | | — | — | | ||||||
其他经营费用 |
| | — | — | | |||||
销售、一般和行政费用,包括股权奖励(注2) |
| | | — | | |||||
减值及收购成本 | | — | — | | ||||||
折旧和摊销 |
| | — | — | | |||||
| | | — | | ||||||
业务利润(亏损) |
| | ( | — | | |||||
其他收入(费用): | ||||||||||
利息支出 |
| ( | ( | — | ( | |||||
其它业绩分享(亏损),净额 |
| ( | | — | | |||||
金融工具的已实现和未实现损益净额 |
| | ( | — | ( | |||||
其他,净额 |
| | | — | | |||||
| | | — | | ||||||
扣除所得税前继续经营业务盈利(亏损) |
| | | — | | |||||
所得税费用(收益) |
| | ( | — | ( | |||||
持续经营活动净收益(亏损) |
| | | — | | |||||
终止经营的净收益(亏损) | — | — | ( | ( | ||||||
净收益(亏损) | | | ( | ( | ||||||
减:归属于非控制权益的净收益(亏损) |
| — | — | ( | ( | |||||
归属于利宾股东的净收益(亏损) | $ | | | ( | ( |
5
STATEMENT OF OPERATIONS INFORMATION
Nine months ended September 30, 2024
(unaudited)
Attributed (note 1) | ||||||||||
Liberty | Liberty | |||||||||
Formula One | Live | SiriusXM | Consolidated | |||||||
Group | Group | Group | Liberty | |||||||
amounts in millions | ||||||||||
Revenue: | ||||||||||
Formula 1 revenue | $ | | — | — | | |||||
Other revenue |
| | — | — |
| | ||||
Total revenue |
| | — | — |
| | ||||
Operating costs and expenses: | ||||||||||
Cost of Formula 1 revenue (exclusive of depreciation shown separately below) | | — | — | | ||||||
Other cost of sales | | — | — | | ||||||
Other operating expenses |
| | — | — |
| | ||||
Selling, general and administrative, including stock-based compensation (note 2) |
| | | — |
| | ||||
Impairment 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) from continuing operations before income taxes |
| | | — |
| | ||||
Income tax (expense) benefit |
| ( | ( | — |
| ( | ||||
Net earnings (loss) from continuing operations |
| | | — |
| | ||||
Net earnings (loss) from discontinued operations | — | — | ( | ( | ||||||
Net earnings (loss) | | | ( | ( | ||||||
Less net earnings (loss) attributable to the noncontrolling interests |
| — | — | ( |
| ( | ||||
Net earnings (loss) attributable to Liberty stockholders | $ | | | ( |
| ( |
6
STATEMENT OF OPERATIONS INFORMATION
Three months ended September 30, 2023
(unaudited)
Attributed (note 1) | ||||||||||||
Liberty | Liberty | |||||||||||
Formula One | Live | SiriusXM | Braves | Consolidated | ||||||||
Group | Group | Group | Group | Liberty | ||||||||
amounts in millions | ||||||||||||
Revenue: | ||||||||||||
Formula 1 revenue | $ | | — | — | — | | ||||||
Other revenue |
| — | — | — | | | ||||||
Total revenue |
| | — | — | | | ||||||
Operating costs and expenses: | ||||||||||||
Cost of Formula 1 revenue (exclusive of depreciation shown separately below) | | — | — | — | | |||||||
Other operating expenses |
| — | — | — | | | ||||||
Selling, general and administrative, including stock-based compensation (note 2) |
| | | — | | | ||||||
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) from continuing operations before income taxes |
| | ( | | ( | | ||||||
Income tax (expense) benefit |
| ( | | ( | | ( | ||||||
Net earnings (loss) from continuing operations |
| | ( | | ( | | ||||||
Net earnings (loss) from discontinued operations | — | — | | — | | |||||||
Net earnings (loss) | | ( | | ( | | |||||||
Less net earnings (loss) attributable to the noncontrolling interests |
| — | — | | — | | ||||||
Net earnings (loss) attributable to Liberty stockholders | $ | | ( | | ( | |
7
STATEMENT OF OPERATIONS INFORMATION
Nine months ended September 30, 2023
(unaudited)
Attributed (note 1) | ||||||||||||
Liberty | Liberty | |||||||||||
Formula One | Live | SiriusXM | Braves | Consolidated | ||||||||
Group | Group | Group | Group | Liberty | ||||||||
amounts in millions | ||||||||||||
Revenue: | ||||||||||||
Formula 1 revenue | $ | | — | — | — | | ||||||
Other revenue |
| — | — | — |
| | | |||||
Total revenue |
| | — | — |
| | | |||||
Operating costs and expenses: | ||||||||||||
Cost of Formula 1 revenue (exclusive of depreciation shown separately below) | | — | — | — | | |||||||
Other operating expenses |
| — | — | — |
| | | |||||
Selling, general and administrative, including stock-based compensation (note 2) |
| | | — |
| | | |||||
Impairment 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) from continuing operations before income taxes |
| | ( | |
| ( | | |||||
Income tax (expense) benefit |
| ( | | ( |
| | ( | |||||
Net earnings (loss) from continuing operations |
| | ( | |
| ( | | |||||
Net earnings (loss) from discontinued operations | — | — | | — | | |||||||
Net earnings (loss) | | ( | | ( | | |||||||
Less net earnings (loss) attributable to the noncontrolling interests |
| ( | — | |
| — | | |||||
Net earnings (loss) attributable to Liberty stockholders | $ | | ( | |
| ( | |
8
STATEMENT OF CASH FLOWS INFORMATION
Nine months ended September 30, 2024
(unaudited)
Attributed (note 1) | ||||||||||
Liberty | Liberty | |||||||||
Formula One | Live | SiriusXM | 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: | ||||||||||
Net (earnings) loss from discontinued operations | — | — | | | ||||||
Depreciation and amortization |
| | — | — | | |||||
Stock-based compensation |
| | | — | | |||||
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, 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 |
| ( | ( | — | ( | |||||
Issuance of Series C Liberty Formula One common stock | | — | — | | ||||||
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 cash provided (used) by discontinued operations: | ||||||||||
Cash provided (used) by operating activities | — | — | | | ||||||
Cash provided (used) by investing activities | — | — | ( | ( | ||||||
Cash provided (used) by financing activities | — | — | ( | ( | ||||||
Net cash provided (used) by discontinued operations | — | — | ( | ( | ||||||
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 | $ | | | — | |
9
STATEMENT OF CASH FLOWS INFORMATION
Nine months ended September 30, 2023
(unaudited)
Attributed (note 1) | ||||||||||||
Liberty | Liberty | |||||||||||
Formula One | Live | SiriusXM | Braves | Consolidated | ||||||||
Group | 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: | ||||||||||||
Net (earnings) loss from discontinued operations | — | — | ( | — | ( | |||||||
Depreciation and amortization |
| | — | — | | | ||||||
Stock-based compensation |
| | | — | | | ||||||
Share of (earnings) loss of affiliates, net |
| | ( | ( | ( | ( | ||||||
Realized and unrealized (gains) losses on financial instruments, net |
| ( | | | ( | | ||||||
Unrealized (gains) losses on intergroup interests, net | ( | — | — | | | |||||||
Deferred income tax expense (benefit) |
| | ( | | ( | | ||||||
Intergroup tax allocation | ( | ( | ( | — | ( | |||||||
Intergroup tax (payments) receipts | | — | — | ( | | |||||||
Other, 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 | | | — | — | | |||||||
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 | ( | — | — | — | ( | |||||||
Atlanta Braves Holdings, Inc. Split-Off | — | — | — | ( | ( | |||||||
Reclassification | ( | | — | — | — | |||||||
Other financing activities, net | | — | | | | |||||||
Net cash provided (used) by financing activities |
| ( | | | ( | ( | ||||||
Net cash provided (used) by discontinued operations: | ||||||||||||
Cash provided (used) by operating activities | — | — | | — | | |||||||
Cash provided (used) by investing activities | — | — | ( | — | ( | |||||||
Cash provided (used) by financing activities | — | — | ( | — | ( | |||||||
Net cash provided (used) by discontinued operations | — | — | ( | — | ( | |||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
| ( | | ( | ( | ( | ||||||
Cash, cash equivalents and restricted cash at beginning of period |
| | NA | | | | ||||||
Cash, cash equivalents and restricted cash at end of period | $ | | | | — | |
10
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 “Atlanta Braves Holdings Split-Off”) of its wholly owned subsidiary, Atlanta Braves Holdings, Inc (“Atlanta Braves Holdings”). The Atlanta Braves Holdings 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 Atlanta Braves Holdings 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 Atlanta Braves Holdings 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 Atlanta Braves Holdings 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. In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction. The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements and these attributed financial statements on a prospective basis.
On September 9, 2024, Liberty completed the split-off (the “Liberty Sirius XM Holdings Split-Off”) of its wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”). The Liberty Sirius XM Holdings Split-Off was accomplished through the redemption by the Company of each outstanding share of Liberty SiriusXM common stock in exchange for 0.8375 of a share of Liberty Sirius XM Holdings common stock, with cash paid in lieu of fractional shares. Liberty Sirius XM Holdings is comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately prior to the Liberty Sirius XM Holdings Split-Off. The Liberty Sirius XM Holdings Split-Off was intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares).
Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s condensed consolidated financial statements as the Liberty Sirius XM Holdings Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.
While the 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 Live Nation Entertainment, Inc. (“Live Nation”), in which Liberty holds an interest and that is attributed to a Liberty tracking stock group, the Liberty Live 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.
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Notes to Attributed Financial Information (Continued)
(unaudited)
As of September 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 September 30, 2024, the Formula One Group had cash and cash equivalents of approximately $2,666 million, which included $1,449 million of subsidiary cash.
As of September 30, 2024, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation, cash, other minority investments, Liberty’s 0.5% Exchangeable Senior Debentures due 2050, Liberty’s 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan.
Prior to the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was 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 previously disclosed, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s condensed consolidated financial statements. Prior to the Reclassification, Liberty’s interest in Live Nation, Liberty’s 0.5% Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation were attributed to the Liberty SiriusXM Group and are presented as continuing operations in the Company’s condensed consolidated financial statements.
Prior to the Atlanta Braves Holdings 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.
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.
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Notes to Attributed Financial Information (Continued)
(unaudited)
For information relating to investments in affiliates accounted for using the equity method and debt, see notes 7 and 8, respectively, of the accompanying condensed consolidated financial statements.
(2) | Cash compensation expense for our corporate employees is allocated among the Formula One Group and Liberty Live Group and was allocated to the Braves Group prior to the Atlanta Braves Holdings Split-Off and the Liberty SiriusXM Group prior to the Liberty Sirius XM Holdings 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 September 30, 2024 and December 31, 2023 is primarily a result of timing of tax benefits. |
(4) | The 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 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.
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