| | | Part I | | Page | |
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| Item 1. | | Business | | I‑3 | |
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| Item 1A. | | Risk Factors | | I-16 | |
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| Item 1B. | | Unresolved Staff Comments | | I-34 | |
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| Item 1C. | | Cybersecurity | | I-34 | |
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| Item 2. | | Properties | | I-36 | |
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| Item 3. | | Legal Proceedings | | I-36 | |
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| Item 4. | | Mine Safety Disclosures | | I-36 | |
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| | | Part II | | | |
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| Item 5. | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | II‑1 | |
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| Item 6. | | [Reserved] | | II‑2 | |
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| Item 7. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | II‑3 | |
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| Item 7A. | | Quantitative and Qualitative Disclosures About Market Risk | | II‑17 | |
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| Item 8. | | Financial Statements and Supplementary Data | | II‑17 | |
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| Item 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | II‑17 | |
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| Item 9A. | | Controls and Procedures | | II‑17 | |
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| Item 9B. | | Other Information | | II‑18 | |
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| Item 9C. | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | II‑18 | |
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| | | Part III | | | |
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| Item 10. | | Directors, Executive Officers and Corporate Governance | | III‑1 | |
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| Item 11. | | Executive Compensation | | III‑1 | |
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| Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | III‑1 | |
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| Item 13. | | Certain Relationships and Related Transactions, and Director Independence | | III‑1 | |
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| Item 14. | | Principal Accountant Fees and Services | | III‑1 | |
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| | | Part IV | | | |
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| Item 15. | | Exhibits and Financial Statement Schedules | | IV‑1 | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS
Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing plans, strategies and initiatives; renewal of licenses and authorizations; the recoverability of goodwill and other long-lived assets; projected sources and uses of cash; fluctuations in interest rates and currency exchange rates; the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings; and other matters arising in the ordinary course of business. In particular, statements under Item 1. “Business,” Item 1A. “Risk Factors,” Item 2. “Properties,” Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contain forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. You are therefore cautioned not to place undue reliance on the forward-looking statements included in this Annual Report on Form 10-K. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:
| ● | our ability to realize the benefits of acquisitions or other strategic investments; |
| ● | the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by our businesses; |
| ● | our overlapping directors with QVC Group, Inc. (“QVC Group”), Liberty Broadband Corporation (“Liberty Broadband”), GCI Liberty, Inc. (“GCI Liberty”) and Liberty Live Holdings, Inc. (“Liberty Live”) and overlapping management with Liberty Broadband, GCI Liberty and Liberty Live; |
| ● | the outcome of pending or future litigation; |
| ● | our ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations; |
| ● | our and our subsidiaries’ indebtedness could adversely affect operations and could limit the ability of our subsidiaries to react to changes in the economy or our industry; |
| ● | the operational risks of our subsidiaries with operations outside of the United States (“U.S.”); |
| ● | our ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments; |
| ● | the degradation, failure or misuse of our information systems; |
| ● | the ability of our subsidiaries to comply with government regulations, including, without limitation, competition laws and adverse outcomes from regulatory proceedings; |
| ● | the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate; |
| ● | changes in the nature of key strategic relationships with partners, vendors and joint venturers; |
| ● | the impact of a future pandemic and other public health related risks and events, such as COVID-19, on our customers, vendors and businesses generally; |
| ● | reliance on intellectual property and the ability to protect intellectual property; |
| ● | reliance on third parties; |
| ● | the ability to attract and retain qualified personnel; |
| ● | termination of or changes in any of the agreements, commitments or policies Formula 1 and MotoGP Sports Entertainment Group, S.L. (formerly, Dorna Sports, S.L.) (“MotoGP”) rely on to operate and the limitations such agreements, commitments and policies impose on Formula 1 and MotoGP; |
| ● | challenges by tax authorities in the jurisdictions where Formula 1 and MotoGP operate; |
| ● | changes in tax laws that affect Formula 1, MotoGP and the Company; |
| ● | the ability of Formula 1 and MotoGP to expand into new markets; |
| ● | changes in laws and regulations and/or their interpretations related to advertising, media rights and the environment; |
| ● | the establishment of rival motorsports events or other circumstances that impact the competitive position of Formula 1 and/or MotoGP; |
| ● | the impact of cancelations or postponements of events or accidents or terrorist attacks during events; |
| ● | changes in consumer viewing habits and the emergence of new content distribution platforms; |
| ● | fluctuations in currencies against the U.S. dollar; |
| ● | the market price of our common stock may be volatile; |
| ● | transactions in our common stock by our insiders could depress the market price of our common stock; and |
| ● | provisions of our restated certificate of incorporation (our “Charter”) and bylaws may discourage, delay or prevent a change in control of our Company. |
These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in Item 1A, “Risk Factors” and other cautionary statements contained in this Annual Report. Such risk factors and statements describe circumstances that could cause actual results to differ materially from those contained in any forward-looking statement.
