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OFFON

THE LIBERTY SIRIUSXM GROUP

(LSXMK)
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Liberty SiriusXM : MEDIA CORP Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

08/06/2021 | 01:14pm EDT

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our projected sources and uses of cash; the payment of dividends by Sirius XM Holdings Inc. ("Sirius XM Holdings"); fluctuations in interest rates and stock prices; the impacts of COVID-19 (as defined below); the impact of accounting policies and pronouncements; and the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:

the impact of the novel coronavirus ("COVID-19") pandemic and local, state and

? federal governmental responses to the pandemic on the economy, our customers,

our vendors and our businesses generally;

? our ability to obtain additional financing on acceptable terms and cash in

amounts sufficient to service debt and other financial obligations;

our and our subsidiaries' indebtedness could adversely affect operations and

? could limit the ability of our subsidiaries to react to changes in the economy

or our industry;

? the success of businesses attributed to each of our tracking stock groups;

? our and Sirius XM Holdings' ability to realize the benefits of acquisitions or

other strategic investments;

the impact of weak economic conditions on consumer demand for products,

? services and events offered by our businesses attributed to each of our

tracking stock groups;

? the outcome of pending or future litigation;

? the operational risks of our subsidiaries and business affiliates with

operations outside of the United States;

? our ability to use net operating loss, disallowed business interest and tax

credit carryforwards to reduce future tax payments;

the ability of our subsidiaries and business affiliates to comply with

? government regulations, including, without limitation, Federal Communications

Commission requirements, consumer protection laws and competition laws, and

adverse outcomes from regulatory proceedings;

? the regulatory and competitive environment of the industries in which we, and

the entities in which we have interests, operate;

? changes in the nature of key strategic relationships with partners, vendors and

joint venturers;

? competition faced by Sirius XM Holdings;

? the ability of Sirius XM Holdings to attract and retain subscribers and

listeners;

? the ability of Sirius XM Holdings to market its services and sell advertising;

? the ability of Sirius XM Holdings to maintain revenue growth from its

advertising products;

? the ability of Sirius XM Holdings to protect the security of personal

information about its customers;

? the interruption or failure of Sirius XM Holdings' information technology and

communication systems;

? the impact of the market for music rights on Sirius XM Holdings and the rates

Sirius XM Holdings must pay for rights to use musical works;

the impact of our equity method investment in Live Nation Entertainment, Inc.

? ("Live Nation") on our net earnings and the net earnings of Liberty SiriusXM

Group;

? challenges by tax authorities in the jurisdictions where Formula 1 operates;

? changes in tax laws that affect Formula 1 and the Formula One Group;

? the ability of Formula 1 to expand into new markets;

? developments stemming from Brexit;


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? the establishment of rival motorsports events or other circumstances that

impact the competitive position of Formula 1;

? changes in consumer viewing habits and the emergence of new content

distribution platforms;

? the impact of organized labor on the Braves Group;

? the impact of an expansion of Major League Baseball ("MLB");

? the level of broadcasting revenue that Braves Holdings (as defined below)

receives;

? the impact of the Development Project (as defined below) on the Braves Group

(as defined below) and its ability to manage the project;

? the risks associated with the Company as a whole, even if a holder does not own

shares of common stock of all of our groups;

? market confusion that results from misunderstandings about our capital

structure;

events, accidents or terrorist acts that cause one or more events to be

? cancelled or postponed, are not covered by insurance, or cause reputational

damage to our subsidiaries and business affiliates; and

? challenges related to assessing the future prospects of tracking stock groups

   based on past performance.



For additional risk factors, please see Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2020. Any forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2020.

The information contained herein relates to Liberty Media Corporation and its controlled subsidiaries ("Liberty," the "Company," "we," "us," or "our" unless the context otherwise requires).

Overview

We own controlling and non-controlling interests in a broad range of media and entertainment companies. Our largest operating subsidiary, which is also a reportable segment, is Sirius XM Holdings. Sirius XM Holdings operates two complementary audio entertainment businesses, Sirius XM and Pandora. Sirius XM features music, sports, entertainment, comedy, talk, news, traffic and weather channels and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basis. Sirius XM's premier content bundles include live, curated and certain exclusive and on demand programming. Sirius XM is distributed through its two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Sirius XM also provides connected vehicle services and a suite of in-vehicle data services. The Pandora business operates a music, comedy and podcast streaming discovery platform. Pandora is available as an ad-supported radio service, a radio subscription service (Pandora Plus), and an on-demand subscription service (Pandora Premium). Through Sirius XM Holdings, we have investments in Sirius XM Canada Holdings, Inc. ("Sirius XM Canada") and SoundCloud Holdings, LLC ("SoundCloud"), which we account for as equity method investments

Formula 1 is a wholly-owned consolidated subsidiary and is also a reportable segment. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The World Championship takes place on various circuits with a varying number of events ("Events") taking place in different countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various aspects of its management and administration.


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We hold an ownership interest in Live Nation, which is accounted for as an equity method investment at June 30, 2021. Live Nation is considered the world's leading live entertainment company. As of December 31, 2020, Live Nation met the Company's reportable segment threshold for equity method affiliates due to significant losses driven by COVID-19.

Our "Corporate and Other" category includes our consolidated subsidiary, Braves Holdings, LLC ("Braves Holdings") and corporate expenses. Braves Holdings owns the Atlanta Braves Major League Baseball Club ("ANLBC"), certain of the Atlanta Braves' minor league clubs and certain assets and liabilities associated with ANLBC's stadium and mixed use development project (the "Development Project"). "Corporate and Other" also includes investments and related financial instruments in public companies such as AT&T, which are accounted for at their respective fair market values.

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. While the Liberty SiriusXM Group, Liberty Braves Group (the "Braves Group") and Formula One Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Therefore, the Liberty SiriusXM Group, Braves Group and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities that have been attributed to each respective group. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings or Live Nation, in which Liberty holds an interest and that is attributed to a Liberty tracking stock group, such as 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.

On April 22, 2020, the Company's board of directors approved the immediate reattribution of certain assets and liabilities between the Formula One Group and the Liberty SiriusXM Group (collectively, the "reattribution"). The reattribution is reflected in the Company's financial statements on a prospective basis.

The term "Liberty SiriusXM Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities that have been attributed to that group. As of June 30, 2021, the Liberty SiriusXM Group is primarily comprised of Liberty's interests in Sirius XM Holdings and Live Nation, corporate cash, Liberty's 1.375% Cash Convertible Notes due 2023 and related financial instruments, Liberty's 2.125% Exchangeable Senior Debentures due 2048, Liberty's 2.25% Exchangeable Senior Debentures due 2048, Liberty's 2.75% Exchangeable Senior Debentures due 2049, Liberty's 0.5% Exchangeable Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose subsidiaries of Liberty. The Liberty SiriusXM Group retains an approximate 3.7% intergroup interest in the Braves Group and an approximate 2.2% intergroup interest in the Formula One Group as of June 30, 2021. In April 2021, the Liberty SiriusXM Group paid approximately $384 million to the Formula One Group to settle its obligation under the call spread with respect to the shares of Live Nation attributed to the Liberty SiriusXM Group. As of June 30, 2021, the Liberty SiriusXM Group has cash and cash equivalents of approximately $1,542 million, which includes approximately $1,124 million of subsidiary cash.

Sirius XM Holdings is the only operating subsidiary attributed to the Liberty SiriusXM Group. In the event Sirius XM Holdings were to become insolvent or file for bankruptcy, Liberty's management would evaluate the circumstances at such time and take appropriate steps in the best interest of all of its stockholders, which may not be in the best interest of a particular group or groups when considered independently. In such a situation, Liberty's management and its board of directors would have several approaches at their disposal, including, but not limited to, the conversion of the Liberty SiriusXM common stock into another tracking stock of Liberty, the reattribution of assets and liabilities among Liberty's tracking stock groups or the restructuring of Liberty's tracking stocks to either create a new tracking stock structure or eliminate it altogether.

The term "Braves Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities that have been attributed to that group. As of June 30, 2021, the Braves Group is primarily comprised of Braves Holdings, which indirectly owns ANLBC and certain assets and liabilities associated with ANLBC's stadium and the Development Project, and corporate cash. Additionally, the Liberty SiriusXM Group and the Formula One Group retain


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approximate 3.7% and 11.1% intergroup interests, respectively, in the Braves Group as of June 30, 2021. As of June 30, 2021, the Braves Group has cash and cash equivalents of approximately $168 million.

The term "Formula One Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities that have been attributed to that group. As of June 30, 2021, the Formula One Group is primarily comprised of all of the businesses, assets and liabilities of Liberty, other than those specifically attributed to the Liberty SiriusXM Group or the Braves Group, including Liberty's interests in Formula 1 and Liberty Media Acquisition Corporation, an approximate 11.1% intergroup interest in the Braves Group, Liberty's 1% Cash Convertible Notes due 2023 and Liberty's 2.25% Exchangeable Senior Debentures due 2046. The Liberty SiriusXM Group retains an approximate 2.2% intergroup interest in the Formula One Group as of June 30, 2021. In April 2021, the Formula One Group received approximately $384 million from the Liberty SiriusXM Group to settle the call spread with respect to the shares of Live Nation attributed to the Liberty SiriusXM Group. The Formula One Group has cash and cash equivalents of approximately $2,225 million as of June 30, 2021, which includes $537 million of subsidiary cash.

In December 2019, Chinese officials reported a novel coronavirus outbreak. COVID-19 has since spread internationally. On March 11, 2020, the World Health Organization assessed COVID-19 as a global pandemic, causing many countries throughout the world to take aggressive actions, including imposing travel restrictions and stay-at-home orders, closing public attractions and restaurants, and mandating social distancing practices. As a result, the start of the 2020 Formula 1 race calendar and the MLB season were delayed until the beginning of July 2020 and end of July 2020, respectively. In addition, in mid-March 2020, Live Nation suspended all large-scale live entertainment events due to COVID-19. The 2021 regular baseball season is expected to be comprised of approximately 160 games. Formula 1 has scheduled 23 Events in 2021. These businesses may continue to be precluded from holding events with fans in attendance, or may only be permitted to have a limited number of fans in attendance, for an undetermined period of time, thereby reducing revenue associated with fan attendance. It is also unclear whether, and to what extent, COVID-19 concerns will impact the use of and/or demand for the entertainment, events and services provided by these businesses and demand for sponsorship and advertising assets, even after the restrictions are lifted. In many cases, the impact of cancelled events, closed venues and reduced attendance will substantially decrease our revenue. Due to these revenue reductions, these businesses have looked to reduce expenses, but may not be able to reduce expenses to the same degree as our decline in revenue, which is expected to adversely affect our results of operations and cash flow.


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Results of Operations-Consolidated

General. We provide in the tables below information regarding our consolidated operating results and other income and expense, as well as information regarding the contribution to those items from our reportable segments. The "Corporate and other" category consists of those assets or businesses which do not qualify as a separate reportable segment. For a more detailed discussion and analysis of the financial results of our principal reportable segment see "Results of Operations-Businesses" below.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 8 582 M - -
Net income 2021 714 M - -
Net Debt 2021 11 388 M - -
P/E ratio 2021 28,2x
Yield 2021 -
Capitalization 16 226 M 16 226 M -
EV / Sales 2021 3,22x
EV / Sales 2022 3,17x
Nbr of Employees -
Free-Float 89,0%
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Last Close Price 48,76 $
Average target price 57,00 $
Spread / Average Target 16,9%
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