Liberty Media Corp

Previous wording

Each of the Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. The Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.

Current wording

Each of the Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. In July 2024, the IRS completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. The Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.

Previous wording

As of March 31, 2024, the Liberty SiriusXM Group is primarily comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75% Convertible Senior Notes due 2028, Liberty’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. As of March 31, 2024, the Liberty SiriusXM Group had cash and cash equivalents of approximately $135 million, which included approximately $71 million of subsidiary cash.

Current wording

As of June 30, 2024, the Liberty SiriusXM Group is primarily comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75% Convertible Senior Notes due 2028, Liberty’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. As of June 30, 2024, the Liberty SiriusXM Group had cash and cash equivalents of approximately $188 million, which included approximately $100 million of subsidiary cash.

Previous wording

As of March 31, 2024, the Formula One Group is primarily comprised of Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s 2.25% Convertible Senior Notes due 2027. The Formula One Group had cash and cash equivalents of approximately $1,233 million as of March 31, 2024, which included $1,076 million of subsidiary cash.

Current wording

As of June 30, 2024, the Formula One Group is primarily comprised of Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s 2.25% Convertible Senior Notes due 2027. The Formula One Group had cash and cash equivalents of approximately $1,491 million as of June 30, 2024, which included $1,303 million of subsidiary cash.

Previous wording

On December 11, 2023, Liberty entered into definitive agreements, subject to the terms thereof, to redeem each outstanding share of its Liberty SiriusXM common stock in exchange for a number of shares of common stock of a newly formed entity (the “Liberty Sirius XM Holdings Split-Off”), Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”) equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023, by and among Liberty, Liberty Sirius XM Holdings and Sirius XM Holdings (the “Reorganization Agreement”)). The

Current wording

On December 11, 2023, Liberty entered into definitive agreements, subject to the terms thereof, to redeem each outstanding share of its Liberty SiriusXM common stock in exchange for a number of shares of common stock of a newly formed entity (the “Liberty Sirius XM Holdings Split-Off”), Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”) equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023, and

Previous wording

Exchange Ratio will be calculated prior to the effective time of the redemption and is estimated to be approximately 8.4 shares of Liberty Sirius XM Holdings common stock. Liberty Sirius XM Holdings will be comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. The Liberty Sirius XM Holdings Split-Off is intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares) and the completion of the Liberty Sirius XM Holdings Split-Off will be subject to various conditions, including the receipt of opinions of tax counsel. On December 11, 2023, Liberty also entered into an Agreement and Plan of Merger, pursuant to which a wholly owned subsidiary of Liberty Sirius XM Holdings (“Merger Sub”) will merge with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”), subject to the satisfaction of certain conditions. The Merger is dependent and conditioned on the approval and completion of the Liberty Sirius XM Holdings Split-Off, and the Merger will not be completed unless the Liberty Sirius XM Holdings Split-Off is completed. If the Liberty Sirius XM Holdings Split-Off is completed, the Merger will also be completed. Subject to the satisfaction of the conditions, the Company expects to complete the proposed Transactions early in the third quarter of 2024.

Current wording

as amended by the First Amendment to the Reorganization Agreement, dated as of June 16, 2024, in each case, by and among Liberty, Liberty Sirius XM Holdings and Sirius XM Holdings (as may be amended from time to time, the “Reorganization Agreement”)). The Exchange Ratio will be calculated prior to the effective time of the redemption and is estimated to be approximately 0.83 of a share of Liberty Sirius XM Holdings common stock. Liberty Sirius XM Holdings will be comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. The Liberty Sirius XM Holdings Split-Off is intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares) and the completion of the Liberty Sirius XM Holdings Split-Off will be subject to various conditions, including the receipt of opinions of tax counsel. On December 11, 2023, Liberty also entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger, dated as of June 16, 2024), pursuant to which Radio Merger Sub, LLC, a wholly owned subsidiary of Liberty Sirius XM Holdings, will merge with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”), subject to the satisfaction of certain conditions. The Merger is dependent and conditioned on the approval and completion of the Liberty Sirius XM Holdings Split-Off, and the Merger will not be completed unless the Liberty Sirius XM Holdings Split-Off is completed. If the Liberty Sirius XM Holdings Split-Off is completed, the Merger will also be completed. Subject to the satisfaction of various conditions, the Company expects to complete the proposed Transactions on September 9, 2024.

Previous wording

Revenue. Our consolidated revenue increased $193 million for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, driven by $172 million and $18 million increases in Formula 1 and Sirius XM Holdings revenue, respectively, and revenue from QuintEvents, which was acquired in January 2024, offset by a decrease in Braves Holdings revenue due to the Split-Off in 2023 and intergroup eliminations. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings and Formula 1.

Current wording

Revenue. Our consolidated revenue decreased $78 million for the three months ended June 30, 2024, as compared to the corresponding period in the prior year, driven by a decrease in Braves Holdings revenue due to the Split-Off in 2023, a decrease in Sirius XM Holdings revenue and intergroup eliminations, partially offset by an increase in Formula 1 revenue and revenue from QuintEvents, which was acquired in January 2024. Our consolidated revenue increased $115 million for the six months ended June 30, 2024, as compared to the corresponding periods in the prior year, driven by an increase in Formula 1 revenue and revenue from QuintEvents, partially offset by a decrease in Braves Holdings revenue due to the Split-Off in 2023, a decrease in Sirius XM Holdings revenue and intergroup eliminations. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings and Formula 1.

Previous wording

Operating income (loss). Our consolidated operating income increased $162 million for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily driven by $101 million and $35 million increases in Formula 1 and Sirius XM Holdings operating results, respectively, and an increase in corporate and other operating results driven by the Split-Off of Braves Holdings in 2023, partially offset by QuintEvents’ operating results, which was acquired in January 2024. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings and Formula 1.

Current wording

Operating income (loss). Our consolidated operating income increased $5 million for the three months ended June 30, 2024, as compared to the corresponding period in the prior year, primarily driven by $18 million and $12 million increases in Sirius XM Holdings and Formula 1 operating results, respectively, and QuintEvents operating results, which was acquired in January 2024, partially offset by the impact of the Split-Off of Braves Holdings in 2023. Our consolidated operating income increased $167 million for the six months ended June 30, 2024, as compared to the corresponding period in the prior year, primarily driven by increases in Formula 1 and Sirius XM Holdings operating results, and an increase in corporate and other operating results, primarily driven by the Split-Off of Braves Holdings in 2023, partially offset by QuintEvents operating results. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM Holdings and Formula 1.

Previous wording

We recorded $61 million and $56 million of stock-based compensation expense for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $29 million. Such amount will be recognized in our condensed consolidated statements of operations over a weighted average period of approximately 1.7 years. Additionally, as of March 31, 2024, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options and restricted stock units was $425 million. The Sirius XM Holdings unrecognized compensation cost will be recognized in our condensed consolidated statements of operations over a weighted average period of approximately 2.5 years.

Current wording

We recorded $116 million and $110 million of stock-based compensation expense for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $24 million. Such amount will be recognized in our condensed consolidated statements of operations over a weighted average period of approximately 1.8 years. Additionally, as of June 30, 2024, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options and restricted stock units was $385 million. The Sirius XM Holdings unrecognized compensation cost will be recognized in our condensed consolidated statements of operations over a weighted average period of approximately 2.4 years.

Previous wording

Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:

Current wording

Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating

Previous wording

Interest expense. Consolidated interest expense decreased $5 million for the three months ended March 31, 2024, as compared to the corresponding period in the prior year. Interest expense for the Formula One Group increased primarily due to certain income tax matters. Certain debt was reattributed from the Liberty SiriusXM Group to the Liberty Live Group effective August 3, 2023. The interest related to such debt is reflected in interest expense for the Liberty SiriusXM Group prior to the Reclassification and in interest expense for the Liberty Live Group following the Reclassification.

Current wording

Interest expense. Consolidated interest expense decreased $14 million and $19 million for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to the Split-Off of Braves Holdings in 2023. Certain debt was reattributed from the Liberty SiriusXM Group to the Liberty Live Group effective August 3, 2023. The interest related to such debt is reflected in interest expense for the Liberty SiriusXM Group prior to the Reclassification and in interest expense for the Liberty Live Group following the Reclassification.

Previous wording

Other realized and unrealized gains (losses) are primarily driven by changes in the fair value of Formula 1’s interest rate swaps and realized gains (losses) on Formula 1’s interest rate swaps.

Current wording

Other realized and unrealized gains (losses) are primarily driven by changes in the fair value of Formula 1’s interest rate swaps, realized gains (losses) on Formula 1’s interest rate swaps and changes in the fair value of the Company’sforeign currency forward contracts.

Previous wording

Other, net. Other, net income increased $13 million for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily driven by tax related expense pursuant to a tax sharing agreement with Qurate Retail recognized during the three months ended March 31, 2023 and a decrease in losses on dilution of our investment in Live Nation, partially offset by gains on early debt extinguishment recognized during the three months ended March 31, 2023.

Current wording

Other, net. Other, net income decreased $22 million and $9 million for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily driven by gains on early debt extinguishment recognized during the three and six months ended June 30, 2023. The decrease in other, net income during the six months ended June 30, 2024 was partially offset by tax related expense pursuant to a tax sharing agreement with Qurate Retail recognized during the six months ended June 30, 2023 and gains on dilution of our investment in Live Nation recognized during the six months ended June 20, 2024 compared to losses on dilution of our investment in Live Nation recognized during the six months ended June 30, 2023.

Previous wording

Income taxes. During the three months ended March 31, 2024, we had earnings before income taxes of $316 million, and income tax expense of $71 million. During the three months ended March 31, 2023, we had earnings before income taxes of $102 million and income tax expense of $50 million. For the three months ended March 31, 2024, the Company recognized tax expense greater than the expected federal rate of 21% primarily due to the effect of state and foreign income taxes, partially offset by tax credits and incentives. During the three months ended March 31, 2023, the Company recognized tax expense greater than the expected federal rate of 21% primarily due to certain losses that are not deductible for tax purposes and the effect of state income taxes, partially offset by tax credits and incentives generated by our clean energy investments.

Current wording

Income taxes. During the three and six months ended June 30, 2024, we had earnings before income taxes of $623 million and $939 million, respectively, and income tax expense of $116 million and $187 million, respectively. During the three and six months ended June 30, 2023, we had earnings before income taxes of $367 million and $469 million, respectively, and income tax expense of $64 million and $114 million, respectively. For the three and six months ended June 30, 2024, the Company recognized tax expense less than the expected federal rate of 21% primarily due to certain gains that are not taxable and tax credits and incentives generated by our clean energy investments, partially offset by the effect of state income taxes. For the three months ended June 30, 2023, the Company recognized tax expense less than the expected federal rate of 21% primarily due to a decrease in the Company’s valuation allowance and tax credits and incentives generated by our clean energy investments, partially offset by the effect of state income taxes. For the six months ended June 30, 2023, the Company recognized tax expense greater than the expected federal rate of 21% primarily due to the effect of state income taxes and certain losses that are not deductible for tax purposes, partially offset by tax credits and incentives generated by our clean energy investments and a decrease in the Company’s valuation allowance.

Previous wording

Net earnings. We had net earnings of $245 million and $52 million for the three months ended March 31, 2024 and 2023, respectively. The changes were the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

Current wording

Net earnings. We had net earnings of $507 million and $752 million during the three and six months ended June 30, 2024, respectively, and $303 million and $355 million for the three months and six months ended June 30, 2023, respectively. The changes were the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

Previous wording

The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from net asset sales, monetization of our public investment portfolio (including derivatives), debt borrowings and equity issuances, and dividend and interest receipts. As of March 31, 2024, Liberty had $125 million of unencumbered marketable equity securities.

Current wording

The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from net asset sales, monetization of our public investment portfolio (including derivatives), debt borrowings and equity issuances, and dividend and interest receipts.

Previous wording

have ready access to its cash, except through dividends. Cash held by Formula 1 is accessible by Liberty, except when a restricted payment (“RP”) test imposed by the first lien term loan and the revolving credit facility at Formula 1 is not met. Pursuant to the RP test, Liberty does not have unlimited access to Formula 1’s cash when the leverage ratio (defined as net debt divided by covenant earnings before interest, tax, depreciation and amortization for the trailing twelve months) exceeds a certain threshold. During the three months ended March 31, 2024, Formula 1 distributed $150 million to Liberty and the RP test was met, pro forma for such distribution. If distributions are made in the future, the RP test, pro forma for such distributions, would have to be met. As of March 31, 2024, Liberty had $1,075 million available under Liberty’s margin loan secured by shares of Sirius XM Holdings and $400 million available under Liberty’s margin loan secured by shares of Live Nation. Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company.

Current wording

Liberty has a controlling interest in Sirius XM Holdings, which has significant cash and cash provided by operating activities, although due to Sirius XM Holdings being a separate public company and the noncontrolling interest, we do not have ready access to its cash, except through dividends. Cash held by Formula 1 is accessible by Liberty, except when a restricted payment (“RP”) test imposed by the first lien term loan and the revolving credit facility at Formula 1 is not met. Pursuant to the RP test, Liberty does not have unlimited access to Formula 1’s cash when the leverage ratio (defined as net debt divided by covenant earnings before interest, tax, depreciation and amortization for the trailing twelve months) exceeds a certain threshold. During the six months ended June 30, 2024, Formula 1 distributed $150 million to Liberty and the RP test was met, pro forma for such distribution. If distributions are made in the future, the RP test, pro forma for such distributions, would have to be met. As of June 30, 2024, Liberty had $1,075 million available under Liberty’s margin loan secured by shares of Sirius XM Holdings and $400 million available under Liberty’s margin loan secured by shares of Live Nation. Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company.

Previous wording

Liberty’s primary uses of cash during the three months ended March 31, 2024 (excluding cash used by Sirius XM Holdings and Formula 1) were $205 million for acquisitions, net of cash acquired, and $66 million for debt repayments, which were primarily funded by cash on hand and the quarterly cash dividend from Sirius XM Holdings.

Current wording

Liberty’s primary uses of cash during the six months ended June 30, 2024 (excluding cash used by Sirius XM Holdings and Formula 1) were $205 million for acquisitions, net of cash acquired, and $103 million for debt repayments, which were primarily funded by cash on hand, quarterly cash dividends from Sirius XM Holdings and proceeds from dispositions.

Previous wording

Sirius XM Holdings’ primary uses of cash were additions to property and equipment, repurchase and retirement of outstanding Sirius XM Holdings common stock, dividends paid to stockholders and debt repayments. Sirius XM Holdings’ uses of cash were funded by cash provided by operating activities and borrowings of debt. During the three months ended March 31, 2024, Sirius XM Holdings declared quarterly dividends and paid in cash an aggregate amount of $102 million, of which Liberty received $85 million. On April 24, 2024, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock in the amount of $0.0266 per share of common stock payable on May 29, 2024 to stockholders of record as of the close of business on May 10, 2024.

Current wording

Sirius XM Holdings’ primary uses of cash were debt repayments, additions to property and equipment and dividends paid to stockholders. Sirius XM Holdings’ uses of cash were funded by cash provided by operating activities and borrowings of debt. During the six months ended June 30, 2024, Sirius XM Holdings declared quarterly dividends and paid in cash an aggregate amount of $205 million, of which Liberty received $171 million. On July 24, 2024, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock in the amount of $0.0266 per share of common stock payable on August 26, 2024 to stockholders of record as of the close of business on August 9, 2024.

Previous wording

During the three months ended March 31, 2024, Formula 1’s primary use of cash was $27 million of capital expenditures, funded by cash from operations.

Current wording

During the six months ended June 30, 2024, Formula 1’s primary use of cash was $38 million of capital expenditures, funded by cash from operations.

Previous wording

The projected uses of Liberty's cash (excluding Sirius XM Holdings’ and Formula 1’s uses of cash) are primarily capital expenditures, the investment in existing or new businesses, including the acquisition of Dorna Sports, S.L., debt service and the potential buyback of common stock under the approved share buyback program. Liberty expects to fund its projected uses of cash with cash on hand, borrowing capacity under margin loans and outstanding or new debt instruments, or dividends or distributions from operating subsidiaries. Liberty expects to receive quarterly cash dividends

Current wording

The projected uses of Liberty's cash (excluding Sirius XM Holdings’ and Formula 1’s uses of cash) are primarily capital expenditures, the investment in existing or new businesses, including the acquisition of Dorna Sports, S.L., debt service and the potential buyback of common stock under the approved share buyback program. Liberty expects to fund its projected uses of cash with cash on hand, borrowing capacity under margin loans and outstanding or new debt instruments, or dividends or distributions from operating subsidiaries. Liberty expects to receive quarterly cash dividends from Sirius XM Holdings, which are non-taxable because Liberty and Sirius XM Holdings are members of the same consolidated federal income tax group. Liberty may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities.

Previous wording

The primary source of revenue for the SiriusXM business is subscription fees, with most of its customers subscribing to monthly, quarterly, semi-annual or annual plans. SiriusXM also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of its satellite radios and accessories, and other ancillary services. As of March 31, 2024, the SiriusXM business had approximately 33.4 million subscribers.

Current wording

The primary source of revenue for the SiriusXM business is subscription fees, with most of its customers subscribing to monthly or annual plans. SiriusXM also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of its satellite radios and accessories, and other ancillary services. As of June 30, 2024, the SiriusXM business had approximately 33.3 million subscribers.

Previous wording

The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand. Pandora is available as an ad-supported radio service, a radio subscription service (Pandora Plus), and an on-demand subscription service (Pandora Premium). As of March 31, 2024, Pandora had approximately 45.0 million monthly active users and 5.9 million subscribers.

Current wording

The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand. Pandora is available as an ad-supported radio service, a radio subscription service (Pandora Plus), and an on-demand subscription service (Pandora Premium). As of June 30, 2024, Pandora had approximately 45.1 million monthly active users and 6.0 million subscribers.

Previous wording

The majority of revenue from Pandora is generated from advertising on its ad-supported radio service which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers. Pandora also sells advertising on other audio platforms and in widely distributed podcasts, which are considered to be off-platform services. Pandora has an arrangement with SoundCloud to be its exclusive ad sales representative in the U.S. and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. Pandora also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Pandora provides a comprehensive digital audio and programmatic

Current wording

The majority of revenue from Pandora is generated from advertising on its ad-supported radio service which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers. Pandora also sells advertising on other audio platforms and in widely distributed podcasts, which are considered to be off-platform services. Pandora has an arrangement with SoundCloud to be its exclusive ad sales representative in the U.S. and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. Pandora also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Pandora provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

Previous wording

Liberty acquired a controlling interest in Sirius XM Holdings on January 18, 2013 and applied acquisition accounting and consolidated the results of Sirius XM Holdings from that date. The results presented below include the impacts of accounting adjustments for Liberty’s acquisition of Sirius XM Holdings in the current and prior periods. As of March 31, 2024, there is an approximate 17% noncontrolling interest in Sirius XM Holdings, and the net earnings (loss) of Sirius XM Holdings attributable to such noncontrolling interest is eliminated through the noncontrolling interest line item in the accompanying condensed consolidated statement of operations.

Current wording

Liberty acquired a controlling interest in Sirius XM Holdings on January 18, 2013 and applied acquisition accounting and consolidated the results of Sirius XM Holdings from that date. The results presented below include the impacts of accounting adjustments for Liberty’s acquisition of Sirius XM Holdings in the current and prior periods. As of June 30, 2024, there is an approximate 17% noncontrolling interest in Sirius XM Holdings, and the net earnings (loss) of Sirius XM

Previous wording

SiriusXM Subscriber revenueincludes self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees. Subscriber revenue decreased 1% during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily driven by a reduction in self-pay revenue resulting from a decline in average subscribers and a reduction in paid promotional revenue resulting from lower overall rates from automakers offering paid promotional subscriptions, partially offset by an increase in average monthly revenue per subscriber.

Current wording

SiriusXM Subscriber revenueincludes self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees. Subscriber revenue decreased 5% and 3% during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily driven by a reduction in self-pay revenue resulting from a decline in average subscribers as well as lower self-pay average monthly revenue per subscriber, driven by an increase in subscribers on promotional and streaming-only self-pay subscription plans, and a reduction in paid promotional revenue.

Previous wording

SiriusXM Advertising revenueincludes the sale of advertising on SiriusXM’s non-music channels. Advertising revenue decreased 2% for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily due to lower revenue earned on entertainment channels, partially offset by higher revenue earned on sports channels.

Current wording

SiriusXM Advertising revenueincludes the sale of advertising on SiriusXM’s non-music channels. Advertising revenue decreased 2% for both the three and six months ended June 30, 2024, as compared to the corresponding periods in the prior year, primarily due to lower revenue from entertainment channels, partially offset by higher revenue earned on sports and comedy channels.

Previous wording

SiriusXM Equipment revenue includes revenue and royalties from the sale of satellite radios, components and accessories. Equipment revenue increased 9% for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, driven by increased chipset production.

Current wording

SiriusXM Equipment revenue includes revenue and royalties from the sale of satellite radios, components and accessories. Equipment revenue was flat and increased 4% for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year. The increase for the six months ended June 30, 2024 was driven by increased chipset production.

Previous wording

SiriusXM Other revenueincludes service and advisory revenue from Sirius XM Canada, connected vehicle services, and ancillary revenue. Other revenue decreased 6% for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, driven by lower royalty revenue from Sirius XM Canada.

Current wording

SiriusXM Other revenueincludes service and advisory revenue from Sirius XM Canada, connected vehicle services, and ancillary revenue. Other revenue decreased 9% and 8% for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, driven by lower royalty revenue from Sirius XM Canada.

Previous wording

Pandora and Off-platform subscriber revenue includes fees charged for Pandora Plus and Pandora Premium. Pandora and Off-platform subscriber revenue increased 4% during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily driven by a rate increase on Pandora Plus, partially offset by a decline in the subscriber base.

Current wording

Pandora and Off-platform subscriber revenue includes fees charged for Pandora Plus and Pandora Premium. Pandora and Off-platform subscriber revenue increased 7% and 5% during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily driven by rate increases on Pandora subscription plans, partially offset by a decline in the subscriber base.

Previous wording

Pandora and Off-platform advertising revenue is generated primarily from audio, display and video advertising from on-platform and off-platform advertising. Pandora and Off-platform advertising revenue increased 8% during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily driven by higher podcasting revenue as well as higher sell-through on the Pandora ad-supported service.

Current wording

Pandora and Off-platform advertising revenue is generated primarily from audio, display and video advertising from on-platform and off-platform advertising. Pandora and Off-platform advertising revenue was flat and increased 4% during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily driven by higher podcasting revenue and tech fees as well as higher sell-through on the Pandora ad-supported service.

Previous wording

Pandora and Off-platform Cost of services includes revenue share and royalties, programming and content costs, customer service and billing expenses and other ancillary costs. Pandora and Off-platform costs of services were flat for the three months ended March 31, 2024, as compared to the corresponding period in the prior year.

Current wording

Pandora and Off-platform Cost of services includes revenue share and royalties, programming and content costs, customer service and billing expenses and other ancillary costs. Pandora and Off-platform costs of services decreased 5% and 2% for the three and six months ended June 30, 2024, as compared to the corresponding periods in the prior year.

Previous wording

Subscriber acquisition costs are costs only associated with SiriusXM’s satellite radio and include hardware subsidies paid to radio manufacturers, distributors and automakers; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations; and freight. The majority of subscriber acquisition costs are incurred and expensed in advance of acquiring a subscriber. Subscriber acquisition costs do not include advertising costs, marketing, loyalty payments to distributors and dealers of satellite radios or revenue share payments to automakers and retailers of satellite radios. For the three months ended March 31, 2024, subscriber acquisition costs were flat as compared to the corresponding period in the prior year. Lower commission and hardware subsidy rates were offset by higher hardware subsidies driven by installations, which grew due to increased production by automakers.

Current wording

Subscriber acquisition costs are costs only associated with SiriusXM’s satellite radio and include hardware subsidies paid to radio manufacturers, distributors and automakers; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations; and freight. The majority of subscriber acquisition costs are incurred and expensed in advance of acquiring a subscriber. Subscriber acquisition costs do not include advertising costs, marketing, loyalty payments to distributors and dealers of satellite radios or revenue share payments to automakers and retailers of satellite radios. For both the three and six months ended June 30, 2024, subscriber acquisition costs decreased 1%, as compared to the corresponding periods in the prior year, due to lower hardware subsidies driven by installations as well as lower commission and hardware subsidy rates.

Previous wording

Selling, general and administrative expensesincludes costs of marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing; personnel costs; facilities costs, finance, legal, human resources and information technology costs. For the three months ended March 31, 2024, selling, general and administrative expense decreased 3%, as compared to the corresponding period in the prior year, primarily due lower personnel-related costs, partially offset by costs related to the Liberty Sirius XM Holdings Split-Off incurred during the three months ended March 31, 2024 and an increase in brand and content marketing.

Current wording

Selling, general and administrative expensesincludes costs of marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing; personnel costs; facilities costs, finance, legal, human resources and information technology costs. For both the three and six months ended June 30, 2024, selling, general and administrative expense decreased 2%, as compared to the corresponding periods in the prior year, primarily due lower personnel-related costs, partially offset by costs related to the Liberty Sirius XM Holdings Split-Off incurred during the three and six months ended June 30, 2024 and an increase in brand and content marketing.

Previous wording

Other operating expenses include engineering, design and development costs consisting primarily of compensation and related costs to develop chipsets and new products and services, including streaming and connected vehicle services, research and development for broadcast information systems and costs associated with the incorporation of SiriusXM’s radios into new vehicles manufactured by automakers. For the three months ended March 31, 2024, other operating expenses increased 9%, as compared to the corresponding period in the prior year, driven by higher personnel-related and cloud hosting costs.

Current wording

Other operating expenses include engineering, design and development costs consisting primarily of compensation and related costs to develop chipsets and new products and services, including streaming and connected vehicle services, research and development for broadcast information systems and costs associated with the incorporation of SiriusXM’s radios into new vehicles manufactured by automakers. For the three and six months ended June 30, 2024, other operating expenses decreased 17% and 4%, respectively, as compared to the corresponding periods in the prior year, driven by higher capitalized personnel-related costs, partially offset by higher personnel-related and cloud hosting costs.

Previous wording

Impairment, restructuring and acquisition costsinclude impairment charges associated with the carrying amount of an asset exceeding the asset’s fair value, restructuring expenses associated with the abandonment of certain leased office spaces, employee severance charges associated with organizational changes and acquisition costs. During the three months ended March 31, 2024, Sirius XM Holdings recorded $12 million associated with severance and other employee costs and $1 million of impairments, primarily related to terminated software projects. During the three months ended March 31, 2023, Sirius XM Holdings recorded $23 million associated with severance and other employee costs and $9 million primarily related to a vacated office space.

Current wording

Impairment, restructuring and acquisition costsinclude impairment charges associated with the carrying amount of an asset exceeding the asset’s fair value, restructuring expenses associated with the abandonment of certain leased office spaces, employee severance charges associated with organizational changes and acquisition costs. During the three months ended June 30, 2024, Sirius XM Holdings recorded $3 million associated with severance and other employee costs and $1 million of impairments, primarily related to vacated office space. During the six months ended June 30, 2024, Sirius XM Holdings recorded $15 million associated with severance and other employee costs and $2 million of impairments, primarily related to terminated software projects and vacated office space. During the three months ended June 30, 2023, Sirius XM Holdings recorded impairments primarily related to terminated software projects of $10 million, restructuring costs of $5 million and a cost-method investment impairment of $2 million. During the six months ended June 30, 2023,

Previous wording

Depreciation and amortization expense decreased 4% for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily due to the retirement of a satellite during the three months ended March 31, 2023, partially offset by an increase in capitalized software and hardware.

Current wording

Depreciation and amortization expense increased 1% and decreased 1% for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year. The increase for the three months ended June 30, 2024 was primarily due to the write-down of certain property and equipment recorded in the acquisition of Sirius XM Holdings by Liberty and an increase in capitalized software and hardware, partially offset by certain intangible assets that reached the end of their useful lives. The decrease for the six months ended June 30, 2024 was primarily due to the retirement of a satellite during the six months ended June 30, 2023 and certain assets that reached the end of their useful lives, partially offset by the write-down of certain property and equipment recorded in the acquisition of Sirius XM Holdings by Liberty and an increase in capitalized software and hardware.

Previous wording

Primary Formula 1 revenueis derived from the commercial exploitation and development of the World Championship through a combination of race promotion fees (earned from granting the rights to host, stage and promote each Event on the World Championship calendar, fees from certain race promoters to license additional commercial rights from Formula 1 to secure Formula 2, Formula 3 and F1 Academy races at their Events, technical service fees from promoters to support the origination of program footage and ticketing revenue from Formula 1’s direct promotion of the Las Vegas Grand Prix), media rights fees (earned from licensing the right to broadcast Events and Formula 2 and Formula 3 races on television and other platforms, F1 TV subscriptions and other related services, the origination of program footage, footage from Formula 1’s archives and the licensing of radio broadcast and other ancillary media rights) and sponsorship fees (earned from the sale of World Championship and Event-related advertising and sponsorship rights and the servicing of such rights, rights to advertise on Formula 1’s digital platforms and at non-Championship related events).

Current wording

1 to secure Formula 2, Formula 3 and F1 Academy races at their Events, technical service fees from promoters to support the origination of program footage and ticketing revenue from Formula 1’s direct promotion of the Las Vegas Grand Prix), media rights fees (earned from licensing the right to broadcast Events and Formula 2 and Formula 3 races on television and other platforms, F1 TV subscriptions and other related services, the origination of program footage, footage from Formula 1’s archives and the licensing of radio broadcast and other ancillary media rights) and sponsorship fees (earned from the sale of World Championship and Event-related advertising and sponsorship rights and the servicing of such rights, rights to advertise on Formula 1’s digital platforms and at non-Championship related events).

Previous wording

to contractual increases in fees. Media rights revenue also increased during the three months ended March 31, 2024 due to the impact of the calendar variance on revenue recognition (with 3/24ths of season-based fees recognized in the current period compared to 2/23rds in the prior period), contractual increases in fees and continued growth in F1 TV subscription revenue. Sponsorship revenue also increased during the three months ended March 31, 2024 due to revenue from new sponsors and contractual increases in fees from existing sponsors.

Current wording

Primary Formula 1 revenue increased $121 million and $270 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, driven by the calendar variance, with two and three more Events, respectively. Media rights revenue increased during the three and six months ended June 30, 2024 due to the impact of the calendar variance on revenue recognition, contractual increases in fees and continued growth in F1 TV subscription revenue. Sponsorship revenue increased during the three and six months ended June 30, 2024 due to the impact of the calendar variance on Event specific and season-based fees, revenue from new sponsors and contractual increases in fees from existing sponsors. Race promotion revenue was relatively flat during the three months ended June 30, 2024 as compared to the corresponding period in the prior year, as the revenue from two more Events was offset by the different mix of Events held. Race promotion revenue increased during the six months ended June 30, 2024, as compared to the corresponding period in the prior year, driven by three more Events, contractual increases in fees, and new Sprint and F1 Academy race fees, partially offset by the calendar mix variance.

Previous wording

Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to facilitating the shipment of cars and equipment to and from Events outside of Europe, the sale of tickets to the Formula One Paddock Club at most Events, the sale of hospitality and experiences at the Las Vegas Grand Prix, the operation of the Formula 2, Formula 3 and the new F1 Academy series, other licensing opportunities, various television production activities and other ancillary operations. Other Formula 1 revenue increased $23 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, driven by the sale of new Formula 2 cars and associated parts at the beginning of the new Formula 2 vehicle cycle, higher hospitality and experiences income, higher licensing royalties and the impact of the additional Event during the current year period resulting in higher freight income.

Current wording

Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to the sale of tickets to the Formula One Paddock Club at most Events, facilitating the shipment of cars and equipment to and from Events outside of Europe, the sale of hospitality and experiences at the Las Vegas Grand Prix, the operation of the Formula 2, Formula 3 and the new F1 Academy series, other licensing opportunities, various television production activities and other ancillary operations. Other Formula 1 revenue increased $26 million and $49 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, driven by the impact of more Events during the current year periods, resulting in higher hospitality, freight, travel, technical services and Formula 2 and Formula 3 income. The increase during the six months ended June 30, 2024 was also driven by the sale of new Formula 2 cars and associated parts at the beginning of the new Formula 2 vehicle cycle.

Previous wording

Team payments are recognized on a pro-rata basis across the Events of the World Championship calendar. The increases in team payments during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, were attributable to the pro rata recognition of expected increased team payments.

Current wording

Team payments are recognized on a pro-rata basis across the Events of the World Championship calendar. The increases in team payments during the three and six months ended June 30, 2024, as compared to the corresponding periods in the prior year, were attributable to the pro rata recognition of expected increased team payments.