Liberty Media (FWONK) risk factors, FY2024 10-K

Risks Relating to our Company, as a Whole

1. 01The 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
2. 02We may have future capital needs and may not be able to obtain additional financing on acceptable terms
3. 03A 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
4. 04The success of businesses attributed to each of our tracking stock groups, in part, depends on their popularity with audiences, which is difficult to predict
5. 05Our 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
6. 06Weak and uncertain economic conditions may reduce consumer demand for products, services and events offered by our businesses attributed to each of our groups
7. 07Our Company has overlapping directors and management with QVC Group, Liberty Broadband and TripCo, which may lead to conflicting interests
8. 08The 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
9. 09Certain of our subsidiaries and business affiliates have operations outside of the U.S. that are subject to numerous operational risks
10. 10We may be subject to significant tax liabilities related to the Liberty Sirius XM Holdings Split-Off
11. 11The degradation, failure or misuse of the Company’s information systems could cause a disruption of services or improper loss, use and disclosure of personal data or other confidential information, resulting in increased costs, liabilities or loss of revenue
12. 12Formula 1 and Live Nation have been, and may in the future be, materially impacted by a pandemic or epidemic, such as COVID-19

Risks Relating to the Formula One Group

1. 13There 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
2. 14Termination of the 100-Year Agreements could cause Formula 1 to discontinue its operations
3. 15Teams may, in certain circumstances, terminate their existing commitment to participate in the World Championship until (and including) 2025 or breach their obligations and withdraw
4. 16The FIA may take actions which are not in Formula 1’s interest
5. 17Formula 1 may be subject to enforcement actions under competition laws
6. 18Formula 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
7. 19Formula 1 is exposed to credit-related losses in the event of non-performance by counterparties to Formula 1’s key commercial contracts
8. 20Potential 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
9. 21Changes in tax laws could adversely affect Formula 1 and the Formula One Group
10. 22Formula 1 may face difficulties expanding into new markets, including as a result of being unable to attract race promoters for new Events
11. 23Formula 1’s business is subject to laws and regulations including with respect to advertising, media rights and the environment, and changes in and judicial interpretations of such laws and regulations could have a material adverse effect on Formula 1 and the Formula One Group
12. 24Events beyond Formula 1’s control may cause one or more Events to be cancelled or postponed or prevent Formula 1 from providing an international television feed, each of which could result in the loss of revenue under Formula 1’s commercial contracts
13. 25Accidents during Events may cause losses that are not covered by insurance, disrupt an Event and cause Formula 1 reputational damage
14. 26Terrorist acts during Events may cause Formula 1 damage and losses that are not covered by insurance
15. 27Changes in consumer viewing habits and the emergence of new content distribution platforms could adversely affect Formula 1’s business and the Formula One Group
16. 28If confidential information regarding Formula 1’s business arrangements is disclosed or leaked, it could affect Formula 1’s relationships with counterparties and/or Teams and result in less favorable commercial contracts and adversely affect Formula 1’s business and the Formula One Group
17. 29Formula 1 depends on trademarks, copyrights and intellectual property
18. 30Formula 1’s processing, storing, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements and policies or differing views of personal privacy rights
19. 31The terms of Formula 1’s indebtedness may limit its financial and operating flexibility
20. 32Fluctuations 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
21. 33The Teams have certain governance rights under the 2021 Concorde Agreement that may limit or, at a minimum, influence actions that Liberty may seek to cause Formula 1 to take

Risks Relating to the Liberty Live Group

1. 34We 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
2. 35Our equity method investment in Live Nation may have a material impact on net earnings of Liberty and the Liberty Live Group
3. 36Live 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
4. 37Live 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
5. 38Live 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
6. 39Live Nation may fail to adequately protect its intellectual property rights or may be accused of infringing upon intellectual property rights of third parties

Risks Relating to the Ownership of Our Common Stock Due to Our Tracking Stock Capitalization

1. 40The following risks relate to the ownership of our common stock due to our tracking stock capitalization
2. 41Holders of Liberty Formula One common stock and Liberty Live common stock are common stockholders of our Company and, therefore, are subject to risks associated with an investment in our Company as a whole, even if a holder does not own shares of common stock of both of our groups
3. 42Possible market confusion may result from holders of our tracking stocks mistakenly believing that they (i) directly own stock of a company that is attributed to one of our tracking stocks and (ii) have any equity or voting interests with respect to companies attributed to one of our tracking stocks
4. 43Our Board of Directors’ ability to reattribute businesses, assets and expenses between and among tracking stock groups may make it difficult to assess the future prospects of our tracking stock groups based on past performance
5. 44We could be required to use assets attributed to one group to pay liabilities attributed to another group
6. 45The market price of Liberty Formula One common stock and Liberty Live common stock may not reflect the performance of the businesses and assets attributed to the Formula One Group and the Liberty Live Group, respectively, as we intend
7. 46The market price of Liberty Formula One common stock and Liberty Live common stock may be volatile, could fluctuate substantially and could be affected by factors that do not affect traditional common stock
8. 47The market value of Liberty Formula One common stock or Liberty Live common stock could be adversely affected by events involving the assets and businesses attributed to the other group
9. 48We may not pay dividends equally or at all on Liberty Formula One common stock or Liberty Live common stock
10. 49Our tracking stock capital structure could create conflicts of interest, and our Board of Directors may make decisions that could adversely affect only some holders of our common stock
11. 50Our directors’ or officers’ equity ownership may create or appear to create conflicts of interest
12. 51Other than pursuant to our management and allocation policies, we have not adopted any specific procedures for consideration of matters involving a divergence of interests among holders of shares of stock relating to our two groups, or among holders of different series of stock relating to a specific group
13. 52Our Board of Directors may change the management and allocation policies to the detriment of one or more groups without stockholder approval
14. 53Holders of shares of stock relating to a particular group may not have any remedies if any action by our directors or officers has an adverse effect on only that stock, or on a particular series of that stock
15. 54Stockholders will not vote on how to attribute consideration received in connection with a merger involving our Company among holders of Liberty Formula One common stock and Liberty Live common stock
16. 55We may dispose of assets of the Formula One Group or the Liberty Live Group without stockholder approval
17. 56In this type of a transaction, holders of the disposing group’s common stock may receive less value than the value that a third-party buyer might pay for all or substantially all of the assets of the disposing group
18. 57Holders of Liberty Formula One common stock or Liberty Live common stock may receive less consideration upon a sale of the assets attributed to that group than if that group were a separate company
19. 58In the event of a liquidation of Liberty, holders of Liberty Formula One common stock and Liberty Live common stock will not have a priority with respect to the assets attributed to the related tracking stock group remaining for distribution to stockholders
20. 59The Board of Directors may elect to convert the common stock relating to one group into common stock relating to other group, thereby changing the nature of a stockholder’s investment and possibly diluting their economic interest in our Company, which could result in a loss in value to them
21. 60Holders of Liberty Formula One common stock and Liberty Live common stock vote together and have limited separate voting rights
22. 61Transactions in Liberty Formula One common stock and Liberty Live common stock by our insiders could depress the market price of those stocks

Risks Relating to the proposed Liberty Live Split-Off

1. 62We have announced a plan to split-off our Liberty Live Group into an independent, publicly-traded company in the second half of 2025. The proposed transactions may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits
2. 63We expect to incur costs and expenses in connection with the Liberty Live Split-Off