Liberty Media Corp
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
FWONK$106.33-0.2%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001558370-25-001830
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001104659-26-020653
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 201 previous paragraphs and 127 current paragraphs.
8 unchanged; 83 reworded; 26 added; 104 removed; 6 previous and 10 current paragraphs rearranged.
Tables are not compared: 51 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
Risks Relating to our Corporate History, Macroeconomic Conditions and Industry
Current report
The unaudited pro forma financial information of the Company and MotoGP included in this Annual Report on Form 10-K is presented for illustrative purposes only and does not purport to represent the actual results of operations of the Company or MotoGP had the acquisition of MotoGP occurred on January 1, 2024, or to project the results of operations of the Company for any future periods.
Current report
The unaudited pro forma financial information of the Company and MotoGP included in this Annual Report on Form 10-K is presented for illustrative purposes only and does not purport to represent the actual results of operations of the Company or MotoGP had the acquisition of MotoGP occurred on January 1, 2024, or to project the results of operations of the Company for any future periods. The pro forma financial information was prepared based on historical financial information of MotoGP assuming the acquisition of MotoGP took place on January 1, 2024 and includes certain adjustments based on preliminary allocations. Additionally, the pro forma adjustments are based on available information and certain assumptions that our management believes are reasonable. The pro forma adjustments are directly attributable to the acquisition and are expected to have a continuing impact on the results of operations of the Company. The pro forma information is not representative of the Company’s future results of operations nor does it reflect what the Company’s results of operations would have been if the acquisition of MotoGP had occurred previously and the Company consolidated MotoGP during the periods presented. In addition, future results may differ significantly from those reflected in such pro forma financial information, which does not give effect to the potential impact of current financial conditions, or any anticipated revenue enhancements, cost savings or operating synergies that may result from the acquisition of MotoGP. Further, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors, including those risks described below, may affect the Company’s and MotoGP’s financial condition or results of operations.
Current report
A weak or uncertain economy in the U.S. or globally could adversely affect demand for our products, services and events. Economic tensions and changes in international trade policies, including, for example, the widespread tariffs announced by the U.S. on its major trading partners, higher tariffs on imported goods and materials and actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), have increased inflationary cost pressures and recessionary fears. A substantial portion of our revenue is derived from
Current report
There could be a decline in the popularity of Formula 1 or MotoGP, which may have a material adverse effect on Formula 1 or MotoGP’s ability to exploit its commercial rights to the F1 Championship or the MotoGP Championship, respectively.
Current report
Termination of the FIM Agreement could cause MotoGP to discontinue its operations.
Current report
Under the FIM Agreement, MotoGP was granted the exclusive right to commercially manage, promote and organize the MotoGP Championship, and all of the FIM’s rights with respect to certain intellectual property related thereto. The FIM Agreement, which will expire on December 31, 2060, sets forth MotoGP’s exclusive commercial rights to the MotoGP Championship. The rights granted under the FIM Agreements are critical to the ongoing operation of MotoGP’s business. MotoGP’s rights under the FIM Agreement can be terminated by the FIM if MotoGP materially breaches the relevant agreements (with certain of such breaches subject to certain cure rights) or undergoes an unpermitted change of control. If the FIM Agreement were terminated in accordance with its terms or the FIM or another person successfully challenged the validity of the rights granted thereunder (or the FIM Agreement as a whole), it could cause MotoGP to discontinue its operations, lead to the termination of substantially all of MotoGP’s commercial contracts, prevent MotoGP from exploiting the commercial rights to the MotoGP Championship and require MotoGP to discontinue use of the MotoGP logo and other intellectual property rights, which would materially and adversely affect the Company.
Current report
Termination of the IRTA Agreements could cause MotoGP to discontinue its operations, and a reduction in the number of MotoGP Teams could reduce the appeal of the MotoGP Championship.
Current report
MotoGP’s ability to effectively stage the MotoGP Championship currently depends on the ongoing involvement of its participants. Pursuant to the 2022 IRTA Agreement, IRTA, representing all of the MotoGP Teams, agreed to provide MotoGP with services through the end of the 2026 season, subject to earlier termination upon the occurrence of certain events. Although MotoGP and IRTA are currently negotiating terms for the participation of IRTA and the MotoGP Teams for the 2027-2031 period, MotoGP cannot provide assurance that IRTA or any of the MotoGP Teams will commit to participate in the MotoGP Championship beyond the 2026 season, or that IRTA will enter into a subsequent agreement beyond 2026. In addition, any negotiation for an extension to the terms of the 2022 IRTA Agreement or the other IRTA Agreements could result in less favorable terms to MotoGP. Pursuant to the 2022 IRTA Agreement, IRTA is responsible for contracting with the MotoGP Teams and each MotoGP Team’s respective riders on an annual basis. Failure on the part of IRTA to satisfy such obligations may reduce the popularity of MotoGP, affecting MotoGP’s ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect the Company.
Current report
The FIM may take actions that are not in MotoGP’s interest.
Current report
The FIM is the governing body of the MotoGP Championship. In its capacity as the governing body of the MotoGP Championship. The FIM and MotoGP must mutually agree on changes to the MotoGP Championship. As a result, the FIM may not agree to take actions with respect to the MotoGP Championship that MotoGP, as the commercial rights holder of the MotoGP Championship, feels are in the interest of the commercial aspects of the sport, such as changes to regulations to enhance the appeal of the MotoGP Championship to fans. The FIM could also take actions, such as withholding approval for the homologation of a circuit or approval of MotoGP’s proposed season calendar. Failure to consent to proposed changes to the MotoGP Championship, other actions by the FIM, may conflict with MotoGP’s interests and may materially and adversely impact MotoGP’s operations and revenue, and in turn may materially and adversely affect the Company.
Current report
In June 2025, the U.S. reached an understanding with the other G7 members that the U.S. would remove a proposed retaliatory tax from the One Big Beautiful Bill Act, which was enacted into law on July 4, 2025, in exchange for an exclusion of U.S. parented groups from certain aspects of the second pillar. This understanding was non-binding and included only the G7 states. However, the OECD released significant administrative guidance on January 5, 2026, which is intended to resolve uncertainty about how the second pillar will apply to U.S. parented groups. A new safe harbor introduced by the administrative guidance should effectively deem the U.S. tax system to be compliant with the second pillar and exempt U.S. parented groups from the scope of certain taxes, which should simplify ongoing compliance for affected enterprises.
Current report
Variable rate indebtedness subjects Formula 1 and MotoGP to interest rate risk, which could cause their respective debt service obligations to increase significantly.
Current report
Borrowings under Formula 1 and MotoGP’s credit facilities are at variable rates of interest, which expose Formula 1 and MotoGP to interest rate risk. If interest rates increase, their respective debt service obligations on any variable rate
Current report
indebtedness could increase even though the amount borrowed remained the same, and net income and cash flow could decrease.
Current report
In order to manage Formula 1 and MotoGP’s exposure to interest rate risk, they have and may in the future enter into derivative financial instruments, typically interest rate swaps and caps, involving the exchange of floating for fixed rate interest payments. If Formula 1 or MotoGP are unable to enter into interest rate swaps, it may adversely affect their cash flow and may impact Formula 1 and/or MotoGP’s ability to make required principal and interest payments on their respective indebtedness. Even if Formula 1 and MotoGP use these instruments to selectively manage risks, there can be no assurance that they will be fully protected against material interest rate fluctuations.
Current report
Our multi-series structure may depress the trading price of the shares of our common stock.
Current report
Our multi-series structure may result in a lower or more volatile market price of the shares of our common stock or in adverse publicity or other adverse consequences. Several stockholder advisory firms have announced their opposition to the use of multiple-class structures. As a result, the multi-series structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to
Current report
change our capital structure. Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the shares of our common stock.
Current report
The market price of our common stock may be volatile and could fluctuate significantly.
Current report
The market price of our common stock may fluctuate significantly due to a number of factors (none of which can be guaranteed to occur), some of which may be beyond our control, including:
Current report
We have not in the past and may not in the future pay dividends on our common stock.
Current report
We do not presently intend to pay cash dividends on our common stock for the foreseeable future. The payment of dividends on our common stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.** **
Current report
continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our Company.
Current report
In July 2021, our Company entered into an exchange agreement (the “Exchange Agreement”) with Mr. Malone and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”), providing for exchanges by our Company and Mr. Malone or the JM Trust of shares of Series B common stock for shares of Series C common stock so as to maintain Mr. Malone’s voting power as close as possible to, but without exceeding, 49% (the “Target Voting Power”) plus 0.5% (under certain circumstances), in connection with certain events. However, at this time, and as a result of his resignation from the board of the Company, no further exchanges to maintain the Target Voting Power are expected to be completed under the Exchange Agreement. As a result, Mr. Malone’s voting power could exceed the Target Voting Power, including as to more than a majority of our outstanding voting power. The Exchange Agreement also provides that Mr. Malone or the JM Trust, in the event of certain extraordinary transactions, is entitled to receive the number of shares of Series B common stock previously surrendered for exchange under the Exchange Agreement (in exchange for the equivalent number of Series C common stock delivered in exchange therefor) or the applicable consideration that would be otherwise due to the holders of such shares of Series B common stock in such transaction. No assurance can be given that Mr. Malone will not ultimately acquire more than a majority of our outstanding voting power, which would enable Mr. Malone to control the outcome of certain shareholder votes, including certain extraordinary transactions.
Removed paragraphs (104)
Previous report
The historical financial information of the Formula One Group and the Liberty Live Group included in this Annual Report on Form 10-K may not necessarily reflect their results had they been separate companies.
Previous report
One of the reasons for the creation of a tracking stock is to permit equity investors to apply more specific criteria in valuing the shares of a particular group, such as comparisons of earnings multiples with those of other companies in the same business sector. In valuing shares of Liberty Formula One common stock and Liberty Live common stock, investors should recognize that the historical financial information of the Formula One Group and the Liberty Live Group has been extracted from our consolidated financial statements and may not necessarily reflect what the Formula One Group’s and the Liberty Live Group’s results of operations, financial condition and cash flows would have been had these groups been separate, stand-alone entities pursuing independent strategies during the periods presented.
Previous report
A substantial portion of our consolidated debt is held above the operating subsidiary level, and we could be unable in the future to obtain cash in amounts sufficient to service that debt and our other financial obligations.
Previous report
The success of businesses attributed to each of our tracking stock groups, in part, depends on their popularity with audiences, which is difficult to predict.
Previous report
Live entertainment events, including sporting events, are inherently risky businesses because the revenue derived from these businesses depends primarily upon their popularity with public audiences, which is difficult to predict. The commercial success of live entertainment depends upon the quality and acceptance of competing programs, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, many of which are difficult to predict. In the case of sponsorship agreements, audience size is an important factor when rates are negotiated. Audience size is also an important factor when determining ticket pricing for live entertainment events and the value of broadcast rights. Consequently, low public acceptance of the services and events provided by companies such as Formula 1 and Live Nation could hurt the ability of these companies to maintain or grow revenue, which would adversely impact the financial performance of the groups to which these companies are attributed.
Previous report
The unfavorable outcome of pending or future litigation could have a material adverse impact on the operations and financial condition of businesses attributed to each of our groups.
Previous report
Our subsidiaries and business affiliates are parties to several legal proceedings arising out of various aspects of their businesses, including class actions arising out of their marketing practices. The outcome of these proceedings may not be favorable, and one or more unfavorable outcomes could have a material adverse impact on their financial condition, which can impact the financial performance of the group to which they are attributed.
Previous report
There could be a decline in the popularity of Formula 1, which may have a material adverse effect on Formula 1’s ability to exploit its commercial rights to the World Championship.
Previous report
pricing and adversely affect its business, results of operation, financial condition and prospects, which in turn could materially adversely affect the Formula One Group.
Previous report
The E.C. adopted revised SCCs on June 4, 2021. In October 2024, the E.C. announced a consultation regarding new SCCs, which may be adopted in final form in 2025. In March 2022, the U.S. and the E.C. announced a new Transatlantic Data Privacy Framework (“DPF”) to replace the E.U.-U.S. Privacy Shield. On December 13, 2022, the E.C. issued an adequacy decision initiating the formal adoption process for the DPF and the E.U. formally adopted the adequacy decision on July 10, 2023. The U.S. and the E.U. implemented the DPF in July 2023. Further, the General Data Protection Regulation (“GDPR”), which became effective in 2018, gives consumers in the E.U. additional rights and imposes additional restrictions and penalties on companies for illegal collection and misuse of personal data. The timing of enactment of the E.U.’s proposed ePrivacy Regulation, which, among other things, would adopt additional regulation of
Previous report
We do not have the right to manage our business affiliate, Live Nation, which means we are not able to cause it to operate in a manner that is favorable to us.
Previous report
We do not have the right to manage the businesses or affairs of our business affiliate Live Nation. Rather, our rights take the form of representation on the board of directors and board committees of Live Nation. Although our board representation rights may enable us to exercise influence over the management or policies of Live Nation, such representation will not enable us to cause Live Nation to take any actions we believe are favorable to us (such as paying dividends or distributions).
Previous report
Our equity method investment in Live Nation may have a material impact on net earnings of Liberty and the Liberty Live Group.
Previous report
We have a significant investment in Live Nation that is attributed to the Liberty Live Group, which we account for under the equity method of accounting. Under the equity method, we report our proportionate share of the net earnings or losses of our equity affiliates in our statement of operations under “share of earnings (losses) of affiliates,” which contributes to our earnings (loss) before income taxes. Due to the impact of COVID-19, Live Nation recorded significant losses during the years ended December 31, 2021 and 2020. If the earnings or losses of Live Nation are material in any year, those earnings or losses may have a material effect on our net earnings or losses and those attributed to the Liberty Live Group. Notwithstanding the impact on our net earnings or losses and those attributed to the Liberty Live Group, we do not have the ability to cause Live Nation to pay dividends or make other payments or advances to its stockholders, including us. In addition, our investment in Live Nation is in publicly traded securities, which is not reflected at fair value on our balance sheet and is subject to market risk that is not directly reflected in our statement of operations.
Previous report
Live Nation’s business is highly sensitive to public tastes and is dependent on its ability to secure popular artists and other live music events, and Live Nation and its ticketing clients may be unable to anticipate or respond to changes in consumer preferences, which may result in decreased demand for its services.
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Live Nation’s business is highly sensitive to rapidly changing public tastes and is dependent on the availability of popular artists and events. Live Nation’s live entertainment business depends in part on its ability to anticipate the tastes of consumers and to offer events that appeal to them. Since Live Nation relies on unrelated parties to create and perform at live music events, any unwillingness to tour or lack of availability of popular artists could limit its ability to generate revenue. In particular, there are a limited number of artists that can headline a major North American or global tour or who can sell out larger venues, including many of Live Nation’s amphitheaters. If those artists do not choose to tour, or if Live Nation is unable to secure the rights to their future tours, then its concerts business would be adversely affected. Live Nation’s artist management business could be adversely affected if the artists it represents do not tour or perform as frequently as anticipated, or if such tours or performances are not as widely attended by fans as anticipated due to changing tastes, general economic conditions or otherwise. Live Nation’s ticketing business relies on third parties to create and perform live entertainment, sporting and leisure events and to price tickets to such events. Accordingly, Live Nation’s ticketing business’ success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.
Previous report
In addition, Live Nation’s live entertainment business typically books its live music tours four to eight months in advance of the beginning of the tour and often agrees to pay an artist a fixed guaranteed amount prior to receiving any revenue. Therefore, if the public is not receptive to the tour, or Live Nation or an artist cancel the tour, Live Nation may incur a loss for the tour depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as revenue Live Nation could have earned at booked venues. Live Nation has cancellation insurance policies in place to cover a portion of its losses if an artist cancels a tour but such policies may not be sufficient and are subject to deductibles. Furthermore, consumer preferences change from time to time, and Live Nation’s failure to anticipate, identify or react to these changes could result in reduced demand for its services, which would adversely affect its business, financial condition and results of operations.
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Live Nation’s business depends on relationships between key promoters, executives, agents, managers, artists and clients and any adverse changes in these relationships could adversely affect Live Nation’s business, financial condition and results of operations.
Previous report
The live music business is uniquely dependent upon personal relationships, as promoters and executives within live music companies such as Live Nation’s leverage their existing network of relationships with artists, agents and managers in order to secure the rights to the live music tours and events which are critical to Live Nation’s success. Due to the importance of those industry contacts to Live Nation’s business, the loss of any of its promoters, officers or other key personnel could adversely affect its business. Although Live Nation has entered into long-term agreements with many of those individuals described above to protect its interests in those relationships, Live Nation can give no assurance that all or any of those key employees or managers will remain with it or will retain their associations with key business contacts, including music artists, as some agreements between a manager and an artist are not for a fixed period of time and are instead terminable at will.
Previous report
The success of Live Nation’s ticketing business depends, in significant part, on its ability to maintain and renew relationships with existing clients and to establish new client relationships. Live Nation anticipates that, for the foreseeable future, the substantial majority of its ticketing segment revenue will be derived from both online and mobile sales of tickets. Live Nation also expects that revenue from primary ticketing services, which consists primarily of its portion of per ticket convenience charges and per order service fees, will continue to comprise the substantial majority of its ticketing segment revenue. Live Nation cannot provide assurances that it will be able to maintain existing client contracts, or enter into or maintain new client contracts, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on Live Nation’s business, financial condition and results of operations.
Previous report
Another important component of Live Nation’s success is its ability to maintain existing and to build new relationships with third-party distribution channels, advertisers, sponsors and service providers. Any adverse change in those relationships, including the inability of those parties to fulfill their obligations to Live Nation’s businesses for any reason, could adversely affect its business, financial condition and results of operations.
Previous report
Live Nation faces intense competition in the live music and ticketing industries, and it may not be able to maintain or increase its current revenue, which could adversely affect its business, financial condition and results of operations.
Previous report
Live Nation’s businesses are in highly competitive industries, and it may not be able to maintain or increase its current revenue due to such competition. The live music industry competes with other forms of entertainment for consumers’ discretionary spending and within this industry Live Nation competes with other venues to book artists, and, in the markets in which it promotes music concerts, it faces competition from other promoters and venue operators. Live Nation’s competitors compete with it for key employees who have relationships with popular music artists and who have a history of being able to book such artists for concerts and tours. These competitors may engage in more extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and potential artists. Due to increasing artist influence and competition to attract and maintain artist clients, Live Nation may enter into agreements on terms that are less favorable to it, which could negatively impact its financial results. Live Nation’s competitors may develop services, advertising options or music venues that are equal or superior to those Live Nation provides or that achieve greater market acceptance and brand recognition than Live Nation achieves. Within the live music industry, Live Nation’s artist management business also competes with numerous other artist management companies and individual managers in the United States alone, both to discover new and emerging artists and to represent established artists. Across the live music industry, it is possible that new competitors may emerge and rapidly acquire significant market share.
Previous report
Live Nation’s ticketing business faces significant competition from other national, regional and local primary ticketing service providers to secure new and retain existing clients on a continuous basis. Additionally, it faces significant and increasing challenges from companies that sell self-ticketing systems and from clients who choose to self-ticket, through the integration of such systems into their existing operations or the acquisition of primary ticket services providers or by increasing sales through venue box offices and season and subscription sales. Live Nation also faces competition in the resale of tickets from resale marketplaces and from other ticket resellers with online distribution capabilities. The advent of new technology, particularly as it relates to online ticketing, has amplified this competition. The intense
Previous report
competition that Live Nation faces in the ticketing industry could cause the volume of our ticketing services business to decline. As Live Nation is also a content provider and venue operator it may face direct competition with its prospective or current primary ticketing clients, who primarily include live event content providers. This direct competition with Live Nation’s prospective or current primary ticketing clients could result in a decline in the number of ticketing clients it has and a decline in the volume of its ticketing business, which could adversely affect Live Nation’s business, financial condition and results of operations.
Previous report
In the secondary ticket sales market, Live Nation has restrictions on its business that are not faced by its competitors, imposed as a result of agreements entered into with the Federal Trade Commission (“FTC”), the Attorneys General of several individual states, and various international governing bodies. These restrictions include: a requirement to clearly and conspicuously disclose on any primary ticketing website where a link or redirect to a resale website owned or controlled by Live Nation is posted, that the link is directing the user to a resale website and that ticket prices often exceed the ticket’s original price; and a requirement to make certain clear and conspicuous disclosures and in certain instances disclose when a ticket being offered for resale is not “in-hand” as well as a requirement to monitor and enforce the compliance of third parties offering tickets on Live Nation’s websites with such disclosure requirements. There are certain state laws that now ban such speculative ticket listings, and the New York Attorney General has in the past brought lawsuits against resale companies for these practices; Live Nation does not, however, allow the use of such speculative ticketing practices on its websites.
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Other variables related to the competitive environment that could adversely affect Live Nation’s financial performance by, among other things, leading to decreases in overall revenue, the number of sponsors, event attendance, ticket prices and fees or profit margins include:
Previous report
The success of Live Nation’s ticketing business and other operations depends, in part, on the integrity of its systems and infrastructure, as well as affiliate and third-party computer systems, computer networks and other communication systems. System interruption and the lack of integration and redundancy in these systems and infrastructure may have an adverse impact on Live Nation’s business, financial condition and results of operations.
Previous report
System interruption and the lack of integration and redundancy in the information systems and infrastructure, both of Live Nation’s own ticketing systems and other computer systems and of affiliate and third-party software, computer networks and other communications systems service providers on which it relies, may adversely affect its ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. Such interruptions could occur by virtue of natural disaster, malicious actions such as hacking or acts of terrorism or war, or human error. In addition, the loss of some or all of certain key personnel could require Live Nation to expend additional resources to continue to maintain its software and systems and could subject it to systems interruptions. The large
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infrastructure plant that is required to operate Live Nation’s systems requires an ongoing investment of time, money and effort to maintain or refresh hardware and software and to ensure it remains at a level capable of servicing the demand and volume of business that Ticketmaster receives. Failure to do so may result in system instability, degradation in performance, or unfixable security vulnerabilities that could adversely impact both the business and the consumers utilizing its services.
Previous report
While Live Nation has backup systems for certain aspects of its operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, Live Nation may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these adverse events were to occur, it could adversely affect Live Nation’s business, financial condition and results of operations.
Previous report
Data loss or other breaches of Live Nation’s network security could materially harm its business and results of operations, and the processing, storage, use and disclosure of personal or sensitive information could give rise to liabilities and additional costs as a result of governmental regulation, litigation and conflicting legal requirements relating to personal privacy rights.
Previous report
Due to the nature of Live Nation’s business, it processes, stores, uses, transfers and discloses certain personal or sensitive information about its customers and employees. Penetration of its network or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personally identifiable information, could cause interruptions in Live Nation’s operations and subject it to increased costs, litigation, inquiries and actions from governmental authorities, and financial or other liabilities. In addition, security breaches, incidents or the inability to protect information could lead to increased incidents of ticketing fraud and counterfeit tickets. Security breaches and incidents could also significantly damage its reputation with consumers, ticketing clients and other third parties, and could result in significant costs related to remediation efforts, such as credit or identity theft monitoring.
Previous report
Although Live Nation has developed systems and processes that are designed to protect customer and employee information and to prevent security breaches or incidents (which could result in data loss or other harm or loss), such measures cannot provide absolute security or certainty. It is possible that advances in computer and hacker capabilities, new variants of malware, the development of new penetration methods and tools, inadvertent violations of company policies or procedures or other developments could result in a compromise of customer or employee information or a breach of the technology and security processes that are used to protect customer and employee information. The techniques used to obtain unauthorized access, automate or expedite transactions or other activities on its platform, disable or degrade service or sabotage systems (or otherwise bring about one or more of these effects) may change frequently and as a result, may be difficult for its business to detect for long periods of time and may impact the efficacy of its defenses and/or the products and services Live Nation provides. In addition, despite Live Nation’s best efforts, Live Nation may be unaware of or unable to anticipate these techniques or implement adequate preventative measures. Live Nation has expended significant capital and other resources to protect against and remedy such potential security breaches, incidents and their consequences, including the establishment of a dedicated cybersecurity organization within its larger technology environment, and will continue to do so in the future.
Previous report
Live Nation also face risks associated with security breaches and incidents affecting third parties with which it is affiliated or with which we otherwise conduct business. In particular, hardware, software or applications it develops or procures from third parties may contain, and have contained, defects in design or manufacture and/or may pose a security risk that could unexpectedly compromise information security, but none of which have been material to date. Consumers are generally concerned with the security and privacy of the internet, and any publicized security problems affecting our businesses and/or third parties may discourage consumers from doing business with Live Nation, which could have an adverse effect on its business, financial condition and results of operations.
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In addition to the above concerns related to network and data security, the collection, transfer, use, disclosure, security and retention of personal or sensitive information and other user data are governed by existing and evolving federal, state and international laws. Live Nation has expended significant capital and other resources to keep abreast of the evolving privacy landscape, including the establishment of a dedicated global privacy organization within its legal team. However, Live Nation’s business could be adversely affected if legislation or regulations are expanded to require changes in business practices or policies (including, for example, practices or policies regarding the collection, transfer, use, disclosure, security, and retention of personal or sensitive information), or if governing jurisdictions interpret or
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implement legislation or regulations in a manner which negatively affects its business, financial condition and/or results of operations. Due to the changes in the data privacy regulatory environment, Live Nation may incur additional costs and challenges to its business that restrict or limit its ability to collect, transfer, use, disclose, secure, or retain personal or sensitive information. These changes in data privacy laws may require Live Nation to modify its current or future products, services, programs, practices or policies, which may in turn impact the products and services available to Live Nation’s customers.
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Reworded paragraphs (83)
Previous wording
Our businesses attributed to the Formula One Group and the Liberty Live Group, such as Formula 1 and Live Nation, may not realize the benefits of acquisitions or other strategic investments and initiatives.
Current wording
Our businesses may not realize the benefits of acquisitions or other strategic investments and initiatives.
Previous wording
Our business strategy and that of our subsidiaries and business affiliates, including Formula 1 and Live Nation, may include selective acquisitions, other strategic investments and initiatives that allow them to expand their business. The success of any acquisition, including the acquisition of Dorna, depends upon effective integration and management of acquired businesses and assets into the acquirer’s operations, which is subject to risks and uncertainties, including the realization of the growth potential, any anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention from other business concerns and undisclosed or potential legal liabilities of acquired businesses or assets.
Current wording
Our business strategy and that of our subsidiaries may include selective acquisitions, other strategic investments and initiatives that allow them to expand their business. The success of any acquisition, including the acquisition of MotoGP, depends upon effective integration and management of acquired businesses and assets into the acquirer’s operations, which is subject to risks and uncertainties, including the realization of the growth potential, any anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention from other business concerns and undisclosed or potential legal liabilities of acquired businesses or assets.
Previous wording
Weak and uncertain economic conditions may reduce consumer demand for products, services and events offered by our businesses attributed to each of our groups.
Current wording
Weak and uncertain economic conditions may reduce consumer demand for products, services and events offered by our businesses.
Previous wording
A weak or uncertain economy in the U.S. or, in the case of the Formula One Group, globally, could adversely affect demand for our products, services and events. A substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic recession or instability. A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures. Accordingly, the ability of our businesses attributed to each of our groups to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. In addition, inflation, which has significantly risen, may increase operational costs, including labor costs, and elevated interest rates or further increases in interest rates in response to concerns about inflation may have the effect of further increasing economic
Current wording
discretionary spending by individuals, which typically falls during times of economic recession or instability. A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures. Accordingly, the ability of our businesses to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. In addition, inflationary pressures, which have been significant and remain significant, may increase operational costs, including labor costs, and elevated interest rates or any future increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. We currently are unable to predict the extent of any of these potential adverse effects.
Previous wording
Our Company has overlapping directors and management with QVC Group, Liberty Broadband and TripCo, which may lead to conflicting interests.
Current wording
Our Company has overlapping directors with QVC Group, Liberty Broadband, GCI Liberty and Liberty Live and overlapping management with Liberty Broadband, GCI Liberty and Liberty Live, which may lead to conflicting interests.
Previous wording
As a result of transactions between 2011 and 2014 that resulted in the separate corporate existence of our Company, QVC Group, Liberty Broadband and TripCo, all or most of the executive officers of Liberty also serve as executive officers of QVC Group, Liberty Broadband and TripCo, and there are overlapping directors at each of QVC Group, Liberty Broadband and TripCo. Our executive officers and members of Liberty’s board of directors (the “Board of Directors”) have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at QVC Group, Liberty Broadband or TripCo have fiduciary duties to that company’s stockholders. For example, there may be the potential for a conflict of interest when our Company, QVC Group, Liberty Broadband or TripCo pursues acquisitions and other business opportunities that may be suitable for each of them. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. Moreover, most of our Company’s directors and officers continue to own QVC Group, Liberty Broadband and/or TripCo stock and options to purchase stock in those companies. These ownership interests could create, or appear to create, potential conflicts of interest when the applicable individuals are faced with decisions that could have different implications for our Company, QVC Group, Liberty Broadband and/or TripCo. Any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K under the Securities Act of 1933, as amended) is subject to review by an independent committee of the applicable issuer’s board of directors in accordance with its corporate governance guidelines. Each of Liberty Broadband and TripCo has renounced its rights to certain business opportunities and its respective restated certificate of incorporation contains provisions deeming directors and officers not in breach of their fiduciary duties in certain cases for directing a corporate opportunity to another person or entity (including our Company, QVC Group, Liberty Broadband and TripCo) instead of such company. Other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with QVC Group, Liberty Broadband, TripCo and/or their respective subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to our Company, QVC Group, Liberty Broadband, TripCo or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director.
Current wording
As a result of transactions between 2011 and 2025 that resulted in the separate corporate existence of our Company, QVC Group, Liberty Broadband, GCI Liberty and Liberty Live, certain executive officers and directors of our Company also serve as executive officers and directors of Liberty Broadband, GCI Liberty and Liberty Live, and there are overlapping directors at QVC Group. Our executive officers and members of our board of directors (the “Board of Directors”) have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at QVC Group, Liberty Broadband, GCI Liberty or Liberty Live have fiduciary duties to that applicable company’s or companies’ stockholders. For example, there may be the potential for a conflict of interest when our Company, QVC Group, Liberty Broadband, GCI Liberty or Liberty Live pursues acquisitions and other business opportunities that may be suitable for each of them. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. Moreover, most of our Company’s directors and officers continue to own QVC Group, Liberty Broadband, GCI Liberty and/or Liberty Live stock and options to purchase stock in those companies. These ownership interests could create, or appear to create, potential conflicts of interest when the applicable individuals are faced with decisions that could have different implications for our Company, QVC Group, Liberty Broadband, GCI Liberty and/or Liberty Live. Any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K under the Securities Act of 1933, as amended) is subject to review by an independent committee of the applicable issuer’s board of directors in accordance with its corporate governance guidelines. Each of Liberty Broadband, GCI Liberty and Liberty Live has renounced its rights to certain business opportunities and its respective restated certificate of incorporation contains provisions deeming directors and officers not to be in breach of their fiduciary duties in certain cases where a corporate opportunity is directed to another person or entity (including our Company, QVC Group, Liberty Broadband, GCI Liberty and Liberty Live) instead of such company. Other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with QVC Group, Liberty Broadband, GCI Liberty, Liberty Live and/or their respective subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to our Company, QVC Group, Liberty Broadband, GCI Liberty, Liberty Live or any of their respective subsidiaries or affiliates as would be the case where there is n…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Certain of our subsidiaries and business affiliates have operations outside of the U.S. that are subject to numerous operational risks.
Current wording
Both of our operating subsidiaries have operations outside of the U.S. that are subject to numerous operational risks.
Previous wording
Certain of our subsidiaries and business affiliates have operations in countries other than the U.S. In many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the Foreign Corrupt Practices Act and similar laws. Although certain of our subsidiaries and business affiliates have undertaken compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which they outsource certain of their business operations, may take actions in violation of their policies and procedures. Any such violation, even if prohibited by the policies and procedures of these subsidiaries and business affiliates or the law, could have certain adverse effects on the financial condition and reputation of these subsidiaries and business affiliates. Any failure by these subsidiaries and business affiliates to effectively manage the challenges associated with the international operation of their businesses could materially adversely affect their, and hence our, financial condition.
Current wording
Both of our operating subsidiaries have operations in countries other than the U.S. In many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the Foreign Corrupt Practices Act and similar laws. Although our operating subsidiaries have undertaken compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which they outsource certain of their business operations, may take actions in violation of their policies and procedures. Any such violation, even if prohibited by the policies and procedures of these subsidiaries or the law, could have certain adverse effects on the financial condition and reputation of these subsidiaries. Any failure by these subsidiaries to effectively manage the challenges associated with the international operation of their businesses could materially adversely affect their, and hence our, financial condition.
Previous wording
We may be subject to significant tax liabilities related to the Liberty Sirius XM Holdings Split-Off.
Current wording
We may be subject to significant tax liabilities related to the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off.
Previous wording
In connection with the Liberty Sirius XM Holdings Split-Off, we received an opinion of our tax counsel to the effect that, for U.S. federal income tax purposes, the Liberty Sirius XM Holdings Split-Off will qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”) to Liberty and to former holders of Liberty SiriusXM common stock. We did not obtain a private letter ruling from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax treatment of the Liberty Sirius XM Holdings Split-Off. Opinions of counsel are not binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the conclusions reached in such opinions or that a court would not sustain such a challenge. If it is determined that the Liberty Sirius XM Holdings Split-Off does not qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, we and the former holders of Liberty SiriusXM common stock who received common stock of Liberty Sirius XM Holdings in the Liberty Sirius XM Holdings Split-Off could incur significant tax liabilities.
Current wording
In connection with the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off, we received opinions of our tax counsel to the effect that, for U.S. federal income tax purposes, each of the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off will qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”) to Liberty and to former holders of Liberty SiriusXM common stock and Liberty Live common stock, respectively. We did not obtain private letter rulings from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax treatment of the Liberty Sirius XM Holdings Split-Off or the Liberty Live Split-Off. Opinions of counsel are not binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the conclusions reached in such opinions or that a court would not sustain such a challenge. If it is determined that the Liberty Sirius XM Holdings Split-Off and/or the Liberty Live Split-Off do not qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, we and the former holders of Liberty SiriusXM common stock and/or Liberty Live common stock who received common stock of Liberty Sirius XM Holdings in the Liberty Sirius XM Holdings Split-Off or of Liberty Live Holdings in the Liberty Live Split-Off could incur significant tax liabilities.
Previous wording
Even if the Liberty Sirius XM Holdings Split-Off otherwise qualifies under Section 355, Section 368(a)(1)(D), and related provisions of the Code, the Liberty Sirius XM Holdings Split-Off would result in a significant U.S. federal income tax liability to us (but not to former holders of Liberty SiriusXM common stock) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of our Company or in the stock of Liberty Sirius XM Holdings (or any successor corporation) as part of a plan or series of related transactions that includes the Liberty Sirius XM Holdings Split-Off. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinion of tax counsel described above, we or Liberty Sirius XM Holdings might inadvertently cause or permit a prohibited change in our or Liberty Sirius XM Holdings’ ownership to occur, thereby triggering tax liability to us.
Current wording
Even if the Liberty Sirius XM Holdings Split-Off and Liberty Live Split-Off otherwise qualify under Section 355, Section 368(a)(1)(D), and related provisions of the Code, the Liberty Sirius XM Holdings Split-Off and/or Liberty Live Split-Off would result in a significant U.S. federal income tax liability to us (but not to former holders of Liberty SiriusXM common stock or Liberty Live common stock, respectively) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of (a) our Company or Liberty Sirius XM Holdings (or any successor corporation) as part of a plan or series of related transactions that includes the Liberty Sirius XM Holdings Split-Off or (b) our Company or Liberty Live Holdings (or any successor corporation) as part of a plan or series of related transactions that includes the Liberty Live Split-Off. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinions of tax counsel described above, we, Liberty Sirius XM Holdings or Liberty Live Holdings might inadvertently cause or permit a prohibited change in our, Liberty Sirius XM Holdings’, or Liberty Live Holdings’ ownership to occur, thereby triggering tax liability to us.
Previous wording
Prior to the Liberty Sirius XM Holdings Split-Off, we entered into a tax sharing agreement with Liberty Sirius XM Holdings. Under this agreement, our Company is generally responsible for taxes and losses resulting from the Liberty Sirius XM Holdings Split-Off; however, Liberty Sirius XM Holdings is required to indemnify us for any taxes and losses (other than any taxes or tax-related losses that result from Section 355(e) of the Code applying to the Liberty Sirius XM Holdings Split-Off as a result of the Liberty Sirius XM Holdings Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of our Company) resulting from the failure of the Liberty Sirius XM Holdings Split-Off to qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, to the extent such taxes or losses (i) result primarily from, individually or in the aggregate, the breach of certain covenants made by Liberty Sirius XM Holdings (applicable to actions or failures to act by Liberty Sirius XM Holdings and its subsidiaries following the completion of the Liberty Sirius XM Holdings Split-Off), (ii) result primarily from, individually or in the aggregate, the failure of certain representations made by Sirius XM Holdings in support of the opinion of our tax counsel regarding the generally tax-free status of the Liberty Sirius XM Holdings Split-Off to be true and correct, or (iii) result from the application of Section 355(e) of the Code to the Liberty Sirius XM Holdings Split-Off as a result of the treatment of the Liberty Sirius XM Holdings Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Sirius XM Holdings (or any successor corporation), except, in the case of clauses (i) and (ii), if such taxes and losses result from an action required to be taken pursuant to the transaction agreements relating to the Liberty Sirius XM Holdings Split-Off. As the taxpaying entity, however, we are subject to the risk of non-payment by Liberty Sirius XM Holdings of its indemnification obligations under the tax sharing agreement. Cash for the payment of any taxes and losses resulting from the Liberty Sirius XM Holdings Split-Off which are not allocated to and paid by Liberty Sirius XM Holdings pursuant to our tax sharing agreement with Liberty Sirius XM Holdings generally would be drawn from funds attributed to the Liberty Live Group, except that cash for the payment of any taxes and losses (a) resulting primarily from a breach by us following the Liberty Sirius XM Holdings Split-Off of any contractual covenants made by us in connection with the Liberty Sirius XM Holdings Split-Off or (b) resulting from Section 355(e) of the Code applying to the Liberty Siri…
Excerpt shortened here; the source contains the full paragraph.
Current wording
Prior to the Liberty Sirius XM Holdings Split-Off and Liberty Live Split-Off, we entered into tax sharing agreements with Liberty Sirius XM Holdings and Liberty Live Holdings, respectively. Under our tax sharing agreement with Liberty Sirius XM Holdings, our Company is generally responsible for taxes and losses resulting from the failure of the Liberty Sirius XM Holdings Split-Off to qualify as a tax-free transaction, subject to certain exceptions for which Liberty Sirius XM Holdings is required to indemnify us, including certain taxes and losses that (a) result primarily from the breach of certain covenants made by Liberty Sirius XM Holdings or the failure of certain representations made by Sirius XM Holdings to be true and correct, or (b) result from the application of Section 355(e) of the Code to the Liberty Sirius XM Holdings Split-Off as a result of the treatment of the Liberty Sirius XM Holdings Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Sirius XM Holdings (or any successor corporation). Under our tax sharing agreement with Liberty Live Holdings, Liberty Live Holdings is generally responsible for, and is required to indemnify us for, taxes and certain losses resulting from the Liberty Sirius XM Holdings Split-Off which are not allocated to and paid by Liberty Sirius XM Holdings pursuant to our tax sharing agreement with Liberty Sirius XM Holdings, subject to certain exceptions. Additionally, under our tax sharing agreement with Liberty Live Holdings, Liberty Live Holdings is required to indemnify our Company for taxes and certain losses resulting from the failure of the Liberty Live Split-Off to qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, except to the extent that such taxes and losses (a) result primarily from the breach of certain covenants made by us, or (b) result from the application of Section 355(e) of the Code to the Liberty Live Split-Off as a result of the treatment of the Liberty Live Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of our Company (or any successor corporation). In each case, as the taxpaying entity, we are subject to the risk of non-payment by Liberty Sirius XM Holdings or Liberty Live Holdings of their respective indemnification obligations under the tax sharing agreements.
Previous wording
To preserve the tax-free treatment of the Liberty Sirius XM Holdings Split-Off, we may determine to forgo certain transactions that might have otherwise been advantageous to our Company, including certain asset dispositions or other strategic transactions for some period of time following the Liberty Sirius XM Holdings Split-Off. In addition, our potential tax liabilities related to the Liberty Sirius XM Holdings Split-Off might discourage, delay or prevent a change of control transaction for some period of time following the Liberty Sirius XM Holdings Split-Off.
Current wording
To preserve the tax-free treatment of the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off, we may determine to forgo certain transactions that might have otherwise been advantageous to our Company, including certain asset dispositions or other strategic transactions for some period of time following the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off. In addition, our potential tax liabilities related to the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off might discourage, delay or prevent a change of control transaction for some period of time following the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off.
Previous wording
Cloud services, information systems and other technologies that we or our vendors or other partners use are critical to our business activities, and shutdowns or disruptions of, and cybersecurity threats and cybersecurity incidents on, such systems pose increasing risks. Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, have occurred in the past and may in the future affect the systems and services we utilize and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such information systems. Further, the use of AI and machine learning by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our businesses’ vendors and other service providers. The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence may intensify the risks of cybersecurity threats and cybersecurity incidents. While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate the risks of cybersecurity threats and cybersecurity incidents, including unauthorized access or misuse, as discussed under Item 1C of this Annual Report on Form 10-K, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
Current wording
Cloud services, information systems and other technologies that we or our vendors or other partners use are critical to our business activities, and shutdowns or disruptions of, and cybersecurity threats and cybersecurity incidents on, such systems pose increasing risks. Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, have occurred in the past and may in the future affect the systems and services we utilize and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such information systems. The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence and machine learning may intensify the risks of cybersecurity threats and cybersecurity incidents. While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate the risks of cybersecurity threats and cybersecurity incidents, including unauthorized access or misuse, as discussed under Item 1C of this Annual Report on Form 10-K, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
Previous wording
In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. Although no cybersecurity incident has been material to the Company’s businesses to date, we expect to continue to be subject to cybersecurity threats and cybersecurity incidents and there can be no assurance that we will not experience a material cybersecurity incident. In addition, third party service providers, such as telecommunications and cloud services providers, have been subject to increasing cyberattacks from state-sponsored threat actors that could materially impact our information systems and operations. Any cybersecurity incident could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue of Formula 1 and Live Nation, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any cybersecurity incidents and claims, investigations, penalties, fines, damages or settlements arising from cybersecurity incidents. The Company may not have adequate insurance coverage to compensate it for any losses that may occur.
Current wording
In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. Although no cybersecurity incident has been material to the Company’s businesses to date, we expect to continue to be subject to cybersecurity threats and cybersecurity incidents and there can be no assurance that we will not experience a material cybersecurity incident. In addition, third party service providers, such as telecommunications and cloud services providers, have been subject to increasing cyberattacks from state-sponsored threat actors that could materially impact our information systems and operations. Any cybersecurity incident could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue of Formula 1 and MotoGP, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any cybersecurity incidents and claims, investigations, penalties, fines, damages or settlements arising from cybersecurity incidents. The Company may not have adequate insurance coverage to compensate it for any losses that may occur.
Previous wording
Formula 1 and Live Nation have been, and may in the future be, materially impacted by a pandemic or epidemic, such as COVID-19.
Current wording
Formula 1 and MotoGP have been, and may in the future be, materially impacted by a pandemic or epidemic, such as COVID-19.
Previous wording
Although Formula 1 and Live Nation saw a return to normal business operations, schedules and events following the COVID-19 pandemic, it is unclear whether and to what extent a future pandemic or epidemic 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. If these businesses face cancelled events, closed venues and reduced attendance, as was the result of the COVID-19 pandemic, the impact may substantially decrease our revenue. For example, due to the revenue reductions caused by COVID-19 in 2020 and 2021, these businesses looked to reduce expenses and they may not be able to reduce expenses to the same degree as any decline in revenue due to any future pandemic or epidemic, which may adversely affect our results of operations and cash flow.
Current wording
Although Formula 1 and MotoGP saw a return to normal business operations, schedules and events following the COVID-19 pandemic, it is unclear whether and to what extent a future pandemic or epidemic 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. If these businesses face cancelled events, closed venues and reduced attendance, as was the result of the COVID-19 pandemic, the impact may substantially decrease our revenue. For example, due to the revenue reductions caused by COVID-19 in 2020 and 2021, these businesses looked to reduce expenses and they may not be able to reduce expenses to the same degree as any decline in revenue due to any future pandemic or epidemic, which may adversely affect our results of operations and cash flow.
Previous wording
In addition, our businesses are particularly sensitive to reductions in travel and discretionary consumer spending. We cannot predict the time period over which our businesses would be impacted by a future pandemic or epidemic. Over the long-term, a future pandemic or epidemic could impede economic activity in impacted regions or globally, causing a global recession, leading to a further decline in discretionary spending on sports and entertainment events and other leisure activities, which could result in long-term effects on our businesses.
Current wording
the long-term, a future pandemic or epidemic could impede economic activity in impacted regions or globally, causing a global recession, leading to a further decline in discretionary spending on sports and entertainment events and other leisure activities, which could result in long-term effects on our businesses.
Previous wording
We may have future capital needs and may not be able to obtain additional financing on acceptable terms.
Current wording
We may have future capital needs and may not be able to obtain additional financing on acceptable terms and/or may not be able to obtain cash in amounts sufficient to service our corporate-level debt and other financial obligations.
Previous wording
As of December 31, 2024, we had approximately $1.7 billion principal amount of corporate-level debt outstanding, consisting of $475 million outstanding under our 2.25% Convertible Senior Notes due 2027, $1.15 billion outstanding under our 2.375% Exchangeable Senior Debentures due 2053 and $53 million of other obligations. Our ability to meet our financial obligations will depend on our ability to access cash. Our primary sources of cash include our available cash balances, dividends and interest from our investments, monetization of our public investment portfolio and proceeds from asset sales. We do not have the right to cause Live Nation to pay dividends (See “—We do not have the right to manage our business affiliate, Live Nation, which means we are not able to cause it to operate in a manner that is favorable to us.”) and following the Liberty Sirius XM Holdings Split-Off, we no longer receive dividends from Sirius XM Holdings. Further, our ability to receive dividends or payments or advances from our businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they may be or may become subject and the terms of their own indebtedness. The agreements governing such indebtedness restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to stockholders, non-wholly owned subsidiaries or our partners. We generally do not receive cash, in the form of dividends, loans, advances or otherwise, from any of our subsidiaries or business affiliates.
Current wording
As of December 31, 2025, we had approximately $499 million principal amount of corporate-level debt outstanding, consisting of $475 million outstanding under our 2.25% Convertible Senior Notes due 2027 and $24 million of other obligations. Our ability to meet our financial obligations will depend on our ability to access cash. Our primary sources of cash include our available cash balances, dividends and interest from our businesses and proceeds from asset sales. Further, our ability to receive dividends, payments or advances from our businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they may be or may become subject and the terms of their own indebtedness. The agreements governing such indebtedness (including the debt instruments of certain subsidiaries of Delta Topco, the parent company of Formula 1, and the debt instruments of MotoGP) restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to stockholders, non-wholly owned subsidiaries or our partners. We generally do not receive cash, in the form of dividends, loans, advances or otherwise from any of our subsidiaries. Accordingly, our ability to obtain significant financing in the future, on favorable terms or at all, may be limited. In addition, the global economy has experienced significant volatility and disruptions, including diminished liquidity and credit availability and elevated interest rates, and any future financings or refinancings could be more costly. If debt financing is not available to us in the future, we may obtain liquidity through the sale of debt or equity securities, or we may issue equity securities. If additional funds are raised through the issuance of equity securities, our stockholders may experience significant dilution. If we are unable to obtain sufficient liquidity in the future, we may be unable to develop our businesses properly, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.
Previous wording
The success of Formula 1’s business and its ability to profitably renew or enter into beneficial new commercial arrangements, including race promotion, media rights and sponsorship contracts, is largely dependent upon the continued popularity of the World Championship. Similarly, the sponsorship and other revenue generation of the Teams are dependent on such continued popularity and, if such revenue decreased, it may impact their ability or willingness to continue participating in the World Championship. The popularity of Formula 1, globally and in particular countries and regions, may be influenced by competition from any rival championship and other forms of motor sport or similar entertainment which challenge Formula 1’s position and reputation as the pinnacle of world motor sport, the continued participation of the leading Teams, the perceived entertainment value of the World Championship, changes in societal views on automobiles more generally and an unfavorable economic climate which may discourage fans from attending Events or make it more difficult to expand into new markets, all of which could change rapidly and cannot be predicted. See “—Rival motor sport events could be established involving existing Teams or different teams, or existing Teams may divert their resources to participate in another motor sport event, which could lead to fewer Teams and race circuits being involved in Formula 1, or a Team’s primary engagement in motor sport being in another motor sport event, either of which could diminish the competitive position of Formula 1.” Formula 1 also faces stiff competition from other live sporting events, and with sporting events delivered over television networks, radio, the Internet and online services, mobile applications and other alternative sources, as well as from the availability of alternative forms of entertainment and leisure activities. Formula 1 competes for attendance, viewership and advertising with a wide range of alternatives, such as top flight soccer leagues in many of its non-U.S. markets. As a result of the large number of options available, Formula 1 faces strong competition for the attention of sports fans.
Current wording
The success of Formula 1 and MotoGP’s businesses and their ability to profitably renew or enter into beneficial new commercial arrangements, including race promotion, media rights and sponsorship contracts, is largely dependent upon the continued popularity of the F1 Championship and the MotoGP Championship, respectively. Similarly, the sponsorship and other revenue generation of the Formula 1 Teams and MotoGP Teams (together with the Formula 1 Teams, the “Teams”) are dependent on such continued popularity and, if such revenue decreased, it may impact their ability or willingness to continue participating in the F1 Championship or MotoGP Championship, respectively. The popularity of Formula 1 and MotoGP globally and in particular countries and regions may be influenced by competition from any rival championship and other forms of motor sport or similar entertainment that challenge Formula 1 and MotoGP’s respective positions and reputation as the pinnacle of their respective world motor sports, the continued participation of the leading Teams, the perceived entertainment value of the F1 Championship and the MotoGP Championship, changes in societal views on automobiles and motorcycles more generally and an unfavorable economic climate that may discourage fans from attending Formula 1 Events and/or MotoGP Events (together with Formula 1 Events, “Events”) or make it more difficult to expand into new markets, all of which could change rapidly and cannot be predicted. See*“-Rival motor sport events could be established involving existing Teams or different teams, or existing Teams may divert their resources to participate in another motor sport event, which could lead to fewer Teams and race circuits being involved in Formula 1 or MotoGP, or a Team’s primary engagement in motor sport being in another motor sport event, either of which could*
Previous wording
Further, a scandal which undermines the credibility of the sport, such as a race fixing scandal, or accident could also impact the popularity of Formula 1. In particular regions, the popularity of the World Championship varies depending upon the participation and performance of drivers and Teams from that region. There is no assurance that Formula 1 will be able to compete effectively with other forms of sports or entertainment or that the World Championship will maintain its popularity either globally or in any particular country or region. Any decrease in the continued popularity of the World Championship may affect Formula 1’s ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements which may materially adversely affect Formula 1’s business, financial condition, results of operations and prospects, and in turn materially adversely impact the Formula One Group.
Current wording
Further, a scandal that undermines the credibility of either sport, such as a race fixing scandal or accident could also adversely affect the popularity of Formula 1 or MotoGP. In particular regions, the popularity of the F1 Championship and the MotoGP Championship varies depending upon the participation and performance of drivers/riders and Teams from that region. There is no assurance that Formula 1 or MotoGP will be able to compete effectively with other forms of sports or entertainment or that either the F1 Championship or the MotoGP Championship will maintain its popularity either globally or in any particular country or region. Any decrease in the continued popularity of the F1 Championship or the MotoGP Championship may affect Formula 1 or MotoGP’s ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect Formula 1 or MotoGP’s respective businesses, financial conditions, results of operations and prospects, and in turn materially and adversely affect the Company.
Previous wording
Under the 100-Year Agreements, entered into by Formula 1 and the FIA in 2001, Formula 1 was granted an exclusive license with respect to all of the commercial rights to the World Championship, including its trademarks. This license, which took effect on January 1, 2011 and will expire on December 31, 2110, maintains Formula 1’s exclusive commercial rights to the World Championship which Formula 1 held under previous agreements with the FIA, among other things. The license under the 100-Year Agreements is critical to the ongoing operation of Formula 1’s business. Formula 1’s rights under these agreements can be terminated by the FIA if Formula 1 materially breaches the relevant agreements (with certain of such breaches subject to certain cure rights), undergoes an unpermitted change of control,
Current wording
Under the 100-Year Agreements, entered into by Formula 1 and the FIA in 2001, Formula 1 was granted an exclusive license with respect to all of the commercial rights to the F1 Championship, including its trademarks. This license, which took effect on January 1, 2011 and will expire on December 31, 2110, maintains Formula 1’s exclusive commercial rights to the F1 Championship which Formula 1 held under previous agreements with the FIA, among other things. The license under the 100-Year Agreements is critical to the ongoing operation of Formula 1’s business. Formula 1’s rights under these agreements can be terminated by the FIA if Formula 1 materially breaches the relevant agreements (with certain of such breaches subject to certain cure rights), undergoes an unpermitted change of control, interferes with certain of the FIA’s rights under the 100-Year Agreements or experiences certain insolvency events. If Formula 1’s license under the 100-Year Agreements was terminated in accordance with its terms or the FIA or another person successfully challenged the validity of that license (or the 100-Year Agreements as a whole), it could cause Formula 1 to discontinue its operations, lead to the termination of substantially all of Formula 1’s commercial contracts, prevent Formula 1 from exploiting the commercial rights to the F1 Championship and require Formula 1 to discontinue use of the F1 Championship trademarks and other intellectual property rights, which would materially and adversely affect the Company.
Previous wording
Teams may, in certain circumstances, terminate their existing commitment to participate in the World Championship until (and including) 2025 or breach their obligations and withdraw.
Current wording
Formula 1 Teams may, in certain circumstances, terminate their existing commitment to participate in the F1 Championship or breach their obligations and withdraw.
Previous wording
Formula 1’s ability to effectively stage the World Championship depends on the ongoing involvement of its participants. Pursuant to the 2021 Concorde Agreement, each of the current 10 Teams have committed to participate in the World Championship until December 31, 2025, subject to earlier termination upon the occurrence of certain events. Formula 1 cannot provide assurance that any of the Teams will commit to participate in the World Championship beyond 2025, or that the FIA will enter into a subsequent Concorde Agreement beyond 2030. If any of the current Teams cease to participate in the World Championship, Formula 1 may attempt to encourage new entrants to the World Championship; however, there is no assurance Formula 1 will be able to do this. If such Teams were not replaced, it could result in fewer competitors in the World Championship as compared to recent seasons which may impact the perceived entertainment value of Events. In addition, any negotiation for an extension to the term of the Team Agreements or the Concorde Arrangements could result in less favorable terms to Formula 1.
Current wording
committed to participate in the F1 Championship until December 31, 2030, subject to earlier termination upon the occurrence of certain events. Formula 1 cannot provide assurance that any of the Formula 1 Teams will commit to participate in the F1 Championship beyond 2030 on terms acceptable to Formula 1 or at all, or that the FIA will enter into a subsequent Concorde Governance Agreement beyond 2030 on terms acceptable to Formula 1 or at all. If any of the Formula 1 Teams cease to participate in the F1 Championship, Formula 1 may attempt to encourage new entrants to the F1 Championship; however, there is no assurance Formula 1 will be successful in attracting new entrants. If such departing Formula 1 Teams were not replaced, it would result in fewer competitors in the F1 Championship as compared to recent seasons, which may impact the perceived entertainment value of the Formula 1 Events.
Previous wording
Even if a Team has committed to participate in the World Championship it may be able to exercise termination rights under the 2021 Concorde Agreement in certain circumstances and withdraw. For additional information regarding the 2021 Concorde Agreement, see “Item 1. Business—Formula 1—Key Commercial Agreements—Key Provisions.”
Current wording
Even if a Formula 1 Team has committed to participate in the F1 Championship it may be able to exercise termination rights under the 2026 Concorde Commercial Agreement in certain circumstances and withdraw. For additional information regarding the 2026 Concorde Commercial Agreement, see “Item 1. Business—Formula 1—Key Commercial Agreements—Key Provisions.”
Previous wording
A lesser number of teams may reduce the popularity of Formula 1 which may affect its ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect Formula 1’s business, financial condition, results of operations and prospects, and in turn may materially adversely impact the Formula One Group.
Current wording
A lesser number of Formula 1 Teams may reduce the popularity of Formula 1 which may affect its ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect Formula 1’s business, financial condition, results of operations and prospects, and in turn may materially and adversely affect the Company.
Previous wording
The FIA may take actions which are not in Formula 1’s interest.
Current wording
The FIA may take actions that are not in Formula 1’s interest.
Previous wording
The FIA is the governing body of the World Championship and a party to the 100-Year Agreements and the 2013 Concorde Implementation Agreement. In its capacity as the governing body of the World Championship, the FIA must place safety and other sporting concerns over Formula 1’s commercial interests. As a result, the FIA may take actions with respect to safety and sporting standards and regulations which conflict with Formula 1’s interests as the commercial rights holder, including by increasing the cost to Teams of participating in the World Championship, diminishing the visual and sonic spectacle of Events, imposing fines on or excluding Teams, cancelling or delaying an Event, withholding approval for the staging of an Event, a new circuit or Formula 1’s proposed season calendar or establishing regulations without the support of the Teams. As a party to the 100-Year Agreements and the 2021 Concorde Governance Agreement, the FIA has certain rights, and the exercise or purported exercise of the FIA’s rights thereunder may conflict with Formula 1’s interests. Any actions taken by the FIA which conflict with Formula 1’s interests may adversely impact Formula 1’s operations and revenue, and in turn may materially adversely impact the Formula One Group.
Current wording
The FIA is the governing body of the F1 Championship and a party to the 100-Year Agreements, the 2013 Concorde Implementation Agreement and the 2026 Concorde Governance Agreement. In its capacity as the governing body of the F1 Championship, the FIA must place safety and other sporting concerns over Formula 1’s commercial interests. As a result, the FIA may take actions with respect to safety and sporting standards and regulations that conflict with Formula 1’s interests as the commercial rights holder, including by increasing the cost to Formula 1 Teams of participating in the F1 Championship, diminishing the visual and sonic spectacle of applicable Formula 1 Events, imposing fines on or excluding applicable Formula 1 Teams, cancelling or delaying an applicable Formula 1 Event, withholding approval for the staging of an applicable Formula 1 Event, a new circuit or Formula 1’s proposed season calendar or establishing regulations without the support of the Formula 1 Teams. As a party to the 100-Year Agreements and the 2026 Concorde Governance Agreement, the FIA has certain rights, and the exercise or purported exercise of the FIA’s rights thereunder may conflict with Formula 1’s interests. Any actions taken by the FIA that conflict with Formula 1’s interests
Previous wording
Formula 1 may be subject to enforcement actions under competition laws.
Current wording
Formula 1 and MotoGP may be subject to enforcement actions under competition laws.
Previous wording
As further described in “Item 1.Business—Regulatory Matters,” following an investigation by the E.C. in 1999 in relation to Formula 1’s compliance with competition laws, Formula 1 modified certain of its business practices and changed the terms of a number of Formula 1’s commercial contracts. Following these modifications and changes, the E.C. issued two comfort letters to Formula 1 in October 2001 stating that Formula 1 was no longer under investigation. Comfort letters are not binding on the E.C. and if it believes there has been a material change in circumstances, it could take further enforcement action. The E.C. issued a press release in October 2003 stating that it was satisfied that Formula 1 had complied with the modified practices and terms that had led to its issuing its comfort letters and that it had ended its
Current wording
As further described in “Item 1.Business—Regulatory Matters,” following an investigation by the E.C. in 1999 in relation to Formula 1’s compliance with competition laws, Formula 1 modified certain of its business practices and changed the terms of a number of Formula 1’s commercial contracts. Following these modifications and changes, the E.C. issued two comfort letters to Formula 1 in October 2001 stating that Formula 1 was no longer under investigation. Comfort letters are not binding on the E.C. and if it believes there has been a material change in circumstances, it could take further enforcement action. The E.C. issued a press release in October 2003 stating that it was satisfied that Formula 1 had complied with the modified practices and terms that had led to its issuing its comfort letters and that it had ended its monitoring of Formula 1’s compliance. In adopting practices and concluding commercial contracts (including as to contracts with broadcasters (and the manner in which these rights are offered), contracts with Formula 1 Teams and contracts with promoters), Formula 1 takes into account the modified practices that formed the basis of the EC’s comfort letters.
Previous wording
Formula 1 is also required to comply with general European Union and national competition laws, which require Formula 1 at all times to ensure its business practices and agreements are consistent with the operation of competitive markets. Failure to comply with the relevant practices, terms, laws and rules can give rise to challenges by the EC, national competition regulators and other interested parties. In addition, they could cause or deem certain of Formula 1’s commercial contracts (including the Team Agreements) to be unenforceable in whole or in part and/or require various terms (including duration, scope and exclusivity) to be modified, and/or Formula 1 could be liable for damages or other sanctions. In August 2024, we received a notification from the Department of Justice, Antitrust Division that an investigation has been opened with respect to Formula 1’s conduct concerning the application by Andretti Formula Racing to enter the World Championship. Although we are fully cooperating with the investigation, there can be no assurance of the outcome.
Current wording
Formula 1 and MotoGP are also required to comply with general European Union (the “E.U.”) and national competition laws, which require Formula 1 and MotoGP at all times to ensure their business practices and agreements are consistent with the operation of competitive markets. Failure to comply with the relevant laws and rules can give rise to challenges by the EC, national competition regulators and other interested parties. In addition, those laws and rules could cause certain of Formula 1’s or MotoGP’s commercial contracts to be unenforceable in whole or in part and/or require various terms (including duration, scope and exclusivity) to be modified, and/or Formula 1 or MotoGP could be liable for damages or other sanctions.
Previous wording
Formula 1 has sought to adopt practices and conclude commercial contracts that take into account competition law as it applies to the specific nature of Formula 1’s sporting and entertainment businesses, Formula 1’s role within those businesses and the roles of the counterparties to Formula 1’s commercial contracts. However given the uncertainty of the law in this area, and the possibility of third parties instigating action, there is a risk of further E.C. investigations, challenges or proceedings against Formula 1. For example, two Teams made a complaint against Formula 1 to the E.C. in September 2015 regarding the distribution of the Prize Fund and current sporting governance arrangements (though Formula 1 rejected the complaint as being without merit and believed it was in any event, a commercial dispute and not one that involved any breach of competition law). Although this particular complaint was withdrawn by the two Teams in early 2018, for the reasons set out above, no assurance can be given that there will be no future E.C. investigations, challenges or proceedings regarding unasserted matters.
Current wording
Formula 1 and MotoGP have each separately sought to adopt practices and conclude commercial contracts that take into account competition law as it applies to the specific nature of Formula 1 and MotoGP’s respective sporting and entertainment businesses, Formula 1 and MotoGP’s respective roles within those businesses and the roles of the counterparties to Formula 1 and MotoGP’s respective commercial contracts. However, given the uncertainty of the law in this area, and the possibility of third parties instigating action, there is a risk of E.C. investigations, challenges or proceedings against Formula 1 or MotoGP. For example, two Formula 1 Teams made a complaint against Formula 1 to the E.C. in September 2015 regarding the distribution of the Prize Fund and current sporting governance arrangements. Formula 1 disputed the complaint as being without merit and believed it was a commercial dispute and not one that involved any breach of competition law. Although this particular complaint was withdrawn by the two Formula 1 Teams in early 2018, for the reasons set out above, no assurance can be given that there will not be future E.C. investigations, challenges or proceedings regarding unasserted matters involving Formula 1 or MotoGP.
Previous wording
Any of the foregoing could materially and adversely affect Formula 1’s business, financial condition, results of operations and prospects, which in turn could materially adversely impact the Formula One Group.
Current wording
Any of the foregoing could materially and adversely affect Formula 1’s or MotoGP’s respective business, financial condition, results of operations and prospects, which in turn could materially and adversely affect the Company.
Previous wording
Formula 1 may be unable to renew, replace or renegotiate on favorable terms one or more of Formula 1’s race promotion, media rights or sponsorship contracts.
Current wording
Formula 1 or MotoGP may be unable to renew, replace or renegotiate on favorable terms one or more of Formula 1’s or MotoGP’s respective race promotion, media rights or sponsorship contracts.
Previous wording
Formula 1’s race promotion, media rights and sponsorship contracts typically have terms of three to seven years, three to five years and three to five years, respectively, but may on occasion be of longer duration. When these contracts expire, Formula 1 may not be able to renew or replace them with contracts on similar terms or at all. Further, counterparties to Formula 1 contracts may seek to terminate or renegotiate them, and Formula 1 may not be able to replace terminated contracts with contracts on similar terms or at all or renegotiate contracts on terms that are as favorable to us. Formula 1’s ability to renew, replace or renegotiate its contracts on similar terms, or at all, is dependent on a number of factors which Formula 1 may not be able to control or predict including the popularity of Formula 1, the value of live sports rights generally, relevant regulations, economic conditions in the relevant countries and the spending capacity and priorities of Formula 1’s counterparties. Additionally, many of Formula 1’s race promotion and media rights contracts are directly or indirectly with, or guaranteed by, governmental bodies or agencies and a change in their spending capacity or priorities could impact Formula 1’s negotiations with them. A failure to renew, replace or renegotiate Formula 1’s existing contracts on similar or improved terms could result in, among other things, the cancellation of an Event, the payments Formula 1 receives decreasing, the term of the contracts being shortened, termination rights being granted to Formula 1’s counterparties and other contractual terms and conditions being introduced which could materially and adversely affect Formula 1’s business, financial condition, results of operations and prospects, and in turn could materially adversely impact the Formula One Group.
Current wording
Formula 1’s race promotion, media rights and sponsorship contracts typically have terms of three to seven years, three to five years and three to five years, respectively, but may on occasion be of longer duration. MotoGP’s race promotion, media rights and sponsorship agreements typically have terms of three to seven years, one to five years and one to five years, respectively. When these contracts expire, Formula 1 or MotoGP may not be able to renew or replace them with contracts on similar terms or at all. Further, counterparties to Formula 1 or MotoGP contracts may seek to terminate or renegotiate them, and Formula 1 or MotoGP may not be able to replace terminated contracts with contracts on similar terms, or at all, or renegotiate contracts on terms that are as favorable to Formula 1 or MotoGP, respectively. Formula 1 and MotoGP’s respective abilities to renew, replace or renegotiate its contracts on similar terms, or at all, is dependent on a number of factors that Formula 1 and/or MotoGP may not be able to control or predict, including the popularity of Formula 1 and MotoGP, the value of live sports rights generally, relevant regulations, economic conditions in the relevant countries and the spending capacity and priorities of Formula 1 and MotoGP’s respective counterparties. Additionally, many of Formula 1 and MotoGP’s respective race promotion and media rights contracts are directly or indirectly with, or guaranteed by, governmental bodies or agencies and a change in their spending capacity or priorities could impact Formula 1 or MotoGP’s negotiations with them. A failure to renew, replace or renegotiate Formula 1 or MotoGP’s existing contracts on similar or improved terms could result in, among other things, the cancellation of an Event, the payments received by Formula 1 or MotoGP decreasing, the term of the contracts being shortened, termination rights being granted to Formula 1 or MotoGP’s counterparties and other contractual terms and conditions being introduced that could materially and adversely affect Formula 1 or MotoGP’s respective business, financial condition, results of operations and prospects, and in turn could materially and adversely affect the Company.
Previous wording
Formula 1 is exposed to credit-related losses in the event of non-performance by counterparties to Formula 1’s key commercial contracts.
Current wording
Formula 1 and MotoGP are exposed to credit-related losses in the event of non-performance by counterparties to Formula 1’s and MotoGP’s respective key commercial contracts.
Previous wording
generate cash flow is heavily dependent on collecting amounts owed to it under these contracts. A change in the credit quality of one or more of Formula 1’s counterparties over the term of their contract with Formula 1 may increase the risk of non-payment. Certain of Formula 1’s counterparties are directly or indirectly governments or agencies thereof, some of which have recently experienced a deterioration in their credit quality. Formula 1 may also generally experience difficulties or be unable to recover payments owed to it by governments or agencies thereof because of their sovereign or semi-sovereign status. Additionally, an appreciation of the U.S. dollar against the functional currencies of Formula 1’s counterparties increases the risk of non-payment. See “—Fluctuations in the value of the U.S. dollar against the functional currencies of Formula 1’s business and Formula 1’s counterparties’ business could adversely affect Formula 1’s profitability and the Formula One Group.” The failure of one or more of Formula 1’s counterparties to pay outstanding amounts owed to it could have a material adverse effect on Formula 1’s cash flows and results of operation, and in turn could materially adversely impact the Formula One Group.
Current wording
Future payments under Formula 1 and MotoGP’s respective core commercial contracts, including Formula 1 and MotoGP’s respective race promotion, media rights and sponsorship contracts are typically made periodically over the course of several years. Formula 1 and MotoGP’s respective abilities to generate cash flow is heavily dependent on collecting amounts owed to them under these contracts. A change in the credit quality of one or more of Formula 1 or MotoGP’s respective counterparties over the term of their contract with Formula 1 or MotoGP may increase the risk of non-payment. Certain of Formula 1 and MotoGP’s respective counterparties are directly or indirectly governments or agencies thereof, some of which have previously experienced a deterioration in their credit quality. Formula 1 and MotoGP may also generally experience difficulties or be unable to recover payments owed to it by governments or agencies thereof because of their sovereign or semi-sovereign status. Additionally, an appreciation of the U.S. dollar (in the case of Formula 1) or the U.S. dollar and/or Euro (in the case of MotoGP) against the functional currencies of Formula 1 and MotoGP’s respective counterparties increases the risk of non-payment. See “-Fluctuations in the value of the U.S. dollar and/or the Euro against the functional currencies of Formula 1 or MotoGP’s respective businesses and Formula 1 or MotoGP’s respective counterparties’ businesses could adversely affect Formula 1 or MotoGP’s respective profitability and the Company.” The failure of one or more of Formula 1 or MotoGP’s respective counterparties to pay outstanding amounts owed to it could materially and adversely affect Formula 1 or MotoGP’s respective cash flows and results of operation, and in turn could materially and adversely affect the Company.
Previous wording
Potential challenges by tax authorities in the jurisdictions in which Formula 1 operates could adversely affect Formula 1’s financial results and position and in turn, the Formula One Group.
Current wording
Potential challenges by tax authorities in the jurisdictions in which Formula 1 and MotoGP operate could adversely affect Formula 1 and MotoGP’s respective financial results and position and in turn, the Company.
Previous wording
Formula 1’s taxes are based upon the applicable tax laws and tax rates in effect in the jurisdictions in which it operates and upon the nature of Formula 1’s business arrangements and activities with and in such jurisdictions. When computing its tax obligations in these jurisdictions, Formula 1 endeavors to apply national and international tax rules consistently and in accordance with generally accepted interpretations and practice. However, such rules, and their application to Formula 1’s business, may not be entirely clear in all cases and may be interpreted differently by the applicable tax authorities. There can be no assurance that, upon review of Formula 1’s positions, the applicable tax authorities will agree with such positions. If a tax authority successfully challenges Formula 1’s positions with respect to its business arrangements, intercompany pricing policies, or the taxable presence of subsidiaries in certain jurisdictions, or if Formula 1 loses a material tax dispute in any jurisdiction, then Formula 1 may be exposed to additional tax liabilities and penalties, which may adversely affect its financial condition, results of operations and prospects, and in turn may materially adversely impact the Formula One Group.
Current wording
Formula 1 and MotoGP’s respective taxes are based upon the applicable tax laws and tax rates in effect in the jurisdictions in which they operate and upon the nature of Formula 1 and MotoGP’s respective business arrangements and activities with and in such jurisdictions. When computing their tax obligations in these jurisdictions, Formula 1 and MotoGP each endeavor to apply national and international tax rules consistently and in accordance with generally accepted interpretations and practice. However, such rules, and their application to Formula 1 and MotoGP’s respective businesses, may not be entirely clear in all cases and may be interpreted differently by the applicable tax authorities. There can be no assurance that, upon review of Formula 1 or MotoGP’s respective positions, the applicable tax authorities will agree with such positions. If a tax authority successfully challenges Formula 1 or MotoGP’s respective positions with respect to their
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Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
In addition, our businesses are particularly sensitive to reductions in travel and discretionary consumer spending. We cannot predict the time period over which our businesses would be impacted by a future pandemic or epidemic. Over
Current report — wording carried from elsewhere
diminish the competitive position of Formula 1 and/or MotoGP.” Formula 1 and MotoGP also face stiff competition from other live sporting events, and with sporting events delivered over television networks, radio, the Internet and online services, mobile applications and other alternative sources, as well as from the availability of alternative forms of entertainment and leisure activities. Formula 1 and MotoGP each compete for attendance, viewership and advertising with a wide range of alternatives. As a result of the large number of options available, Formula 1 and MotoGP face strong competition for the attention of sports fans.
Current report — wording carried from elsewhere
Formula 1’s ability to effectively stage the F1 Championship depends on the ongoing involvement of its participants. Pursuant to the 2026 Concorde Commercial Agreement, each of the current 11 Formula 1 Teams have
Current report — wording carried from elsewhere
A lesser number of teams may reduce the popularity of MotoGP, which may affect its ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect MotoGP’s business, financial condition, results of operations and prospects, and in turn may materially and adversely affect the Company.
Current report — wording carried from elsewhere
may materially and adversely impact Formula 1’s operations and revenue, and in turn may materially and adversely affect the Company.
Current report — wording carried from elsewhere
business arrangements, intercompany pricing policies, or the taxable presence of subsidiaries in certain jurisdictions, or if Formula 1 or MotoGP lose a material tax dispute in any jurisdiction, then Formula 1 or MotoGP may be exposed to additional tax liabilities and penalties, which may materially and adversely affect their respective financial condition, results of operations and prospects, and in turn may materially and adversely affect the Company.
Current report — wording carried from elsewhere
and experience to obtain all the necessary FIA or FIM, governmental and sporting approvals and successfully stage an Event. Events in new markets also require significant investments in circuit infrastructure and other administrative costs by Formula 1’s or MotoGP’s respective race promoters which may not be recouped and may generate fees below those received from Events staged in more developed markets.
Current report — wording carried from elsewhere
In addition, under the 2026 Concorde Governance Agreement and the 2026 Concorde Commercial Agreement, the consent of 70% of the Formula 1 Teams is required if there are more than 24 Formula 1 Events in a season or if there are fewer than eight Formula 1 Events across Europe and North America combined. See “Item 1. Business-Formula 1-Key Commercial Agreements-Key Provisions.” Also, under the 100-Year Agreements as amended by the 2013 Concorde Implementation Agreement, Formula 1 must obtain the FIA’s approval to stage more than 25 Formula 1 Events (or beginning in 2031, more than 17 Formula 1 Events unless the FIA and Formula 1 make a new agreement on this point). Under the IRTA Agreements, MotoGP must obtain IRTA’s approval to stage more than 22 MotoGP Events. There is no assurance such approvals will be obtained by Formula 1 or MotoGP if sought.
Current report — wording carried from elsewhere
An Event may have to be postponed or cancelled, or Formula 1 or MotoGP may be unable to provide an international television feed of an Event, due to factors beyond their control, including an inability to transport Formula 1’s, MotoGP’s and the Teams’ equipment to an Event, power failures, natural disasters or extreme weather, geopolitical conditions or international conflicts, parties to Formula 1 or MotoGP race promotion contracts terminating those contracts, embargoes or sanctions, homologation issues, cancellation of large-scale public events by a competent authority due to a
Current report — wording carried from elsewhere
Covenants contained in the agreements governing MotoGP’s credit facilities will restrict the ability of its subsidiaries to, among other things:
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
As of December 31, 2024, we had outstanding corporate-level indebtedness in the principal amount of $1.7 billion. Our ability to access the cash flow of Formula 1 is subject to covenant restrictions set forth in the debt instruments of certain subsidiaries of Delta Topco, the parent company of Formula 1. Accordingly, our ability to obtain significant financing in the future, on favorable terms or at all, may be limited. If debt financing is not available to us in the future, we may obtain liquidity through the sale or monetization of our debt or equity securities, or we may issue equity securities. If additional funds are raised through the issuance of equity securities, our stockholders may experience significant dilution. If we are unable to obtain sufficient liquidity in the future, we may be unable to develop our businesses properly, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations and those attributed to our groups.
Previous report — wording carried elsewhere
uncertainty and heightening these risks. We currently are unable to predict the extent of any of these potential adverse effects.
Previous report — wording carried elsewhere
interferes with certain of the FIA’s rights under the 100-Year Agreements or experiences certain insolvency events. If Formula 1’s license under the 100-Year Agreements was terminated in accordance with its terms or the FIA or another person successfully challenged the validity of that license (or the 100-Year Agreements as a whole), it could cause Formula 1 to discontinue its operations, lead to the termination of substantially all of Formula 1’s commercial contracts, prevent Formula 1 from exploiting the commercial rights to the World Championship and require Formula 1 to discontinue use of the World Championship trademarks and other intellectual property rights, which would materially adversely impact the Formula One Group.
Previous report — wording carried elsewhere
monitoring of Formula 1’s compliance. In adopting practices and concluding commercial contracts (including as to contracts with broadcasters (and the manner in which these rights are offered), contracts with Teams and contracts with promoters), Formula 1 takes into account the modified practices that formed the basis of the EC’s comfort letters.
Previous report — wording carried elsewhere
Future payments under Formula 1’s core commercial contracts, including Formula 1’s race promotion, media rights and sponsorship contracts are typically made periodically over the course of several years. Formula 1’s ability to
Previous report — wording carried elsewhere
future evolution of the OECD’s “Two Pillar” approach, Formula 1 could be adversely affected due to its income being taxed at higher effective rates.