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Annual report pursuant to Section 13 and 15(d)

Investments In Available-For-Sale Securities And Other Cost Investments

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Investments In Available-For-Sale Securities And Other Cost Investments
12 Months Ended
Dec. 31, 2017
Investments in Available-for-Sale Securities and Other Cost Investment
Investments in Available-for-Sale Securities and Other Cost Investments

(7)听听Investments in Available-for-Sale Securities and Other Cost Investments

All marketable equity and debt securities held by the Company are classified as available-for-sale (鈥淎FS鈥) and are carried at fair value generally based on quoted market prices. GAAP permits entities to choose to measure many financial instruments, such as AFS securities, and certain other items at fair value and to recognize the changes in fair value of such instruments in the entity鈥檚 statement of operations. The Company previously had entered into economic hedges for certain of its AFS securities (although such instruments were not accounted for as fair value hedges by the Company). Changes in the fair value of those economic hedges were reflected in the Company鈥檚 statement of operations as unrealized gains (losses). In order to better match the changes in fair value of the subject AFS securities and the changes in fair value of the corresponding economic hedges in the Company鈥檚 financial statements, the Company elected the fair value option for certain of its AFS securities (鈥淔air Value Option Securities鈥). Accordingly, changes in the fair value of Fair Value Option Securities, as determined by quoted market prices, are reported in realized and unrealized gains (losses) on financial instruments in the accompanying consolidated statements of operations.

Investments in AFS securities, including Fair Value Option Securities separately aggregated, and other cost investments are summarized as follows:

听听听听

December听31,听2017

听听听

December听31,听2016

amounts听in听millions

Liberty SiriusXM Group

Fair听Value听Option听Securities

Pandora (a)

$

480

听鈥

Other

100

听鈥

Total attributed Liberty SiriusXM Group

580

听鈥

Braves Group

Other AFS and cost investments

听8

听8

Total attributed Braves Group

听8

听8

Formula One Group

Fair听Value听Option听Securities

听听听听

听听听听

Time Warner (b)

389

411

Other equity securities

78

78

Total Fair Value Option Securities

467

489

AFS and cost investments

Formula 1 (c)

听鈥

759

Other AFS and cost investments

59

53

Total AFS and cost investments

59

812

Total attributed Formula One Group

526

1,301

Consolidated Liberty

$

1,114

1,309


(a)

See below for details regarding SIRIUS听XM鈥檚 investment in Pandora.

(b)

See note听10 for details regarding the number and fair value of shares pledged as collateral pursuant to the Braves Holdings mixed-use development facility as of December听31, 2017.

(c)

See note听5 for details regarding the Company鈥檚 acquisition of Formula听1.

Pandora

On September听22, 2017, a subsidiary of SIRIUS听XM completed a $480听million investment in newly issued Series听A convertible preferred stock of Pandora (the 鈥淪eries听A Preferred Stock鈥). Pandora operates an internet-based music discovery platform, offering a personalized experience for listeners. The Series听A preferred stock, including accrued but unpaid dividends, represents an approximate 19% interest in Pandora鈥檚 currently outstanding common stock and an approximate 16% interest on an as-converted basis.

The Series听A Preferred Stock is convertible at the option of the holders at any time into shares of common stock of Pandora (鈥淧andora Common Stock鈥) at an initial conversion price of $10.50 per share of Pandora Common Stock and an initial conversion rate of 95.2381 shares of Pandora Common Stock per share of Series听A Preferred Stock, subject to certain customary anti-dilution adjustments. Holders of the Series听A Preferred Stock are entitled to a cumulative dividend at the rate of 6.0% per annum, payable quarterly in arrears, if and when declared. Any conversion of Series听A Preferred Stock may be settled by Pandora, at its option, in shares of Pandora Common Stock, cash or any combination thereof. However, unless and until Pandora鈥檚 stockholders have approved the issuance of greater than 19.99% of the outstanding Pandora Common Stock, the Series听A Preferred Stock may not be converted into more than 19.99% of Pandora鈥檚 outstanding Pandora Common Stock as of June听9, 2017.

The investment includes a mandatory redemption feature on any date from and after September听22, 2022 and therefore the financial instrument has been treated as a debt security. As the investment includes a conversion option, SIRIUS听XM has elected to account for this investment under the fair value option. Any gains (losses) associated with the change in fair value will be recognized in realized and unrealized gains (losses) on financial instruments, net in the consolidated statements of operations. A $17听million unrealized loss was recognized during the year ended December听31, 2017 on the investment in Pandora, including transaction costs.

Pursuant to an Investment Agreement with Pandora, SIRIUS听XM has appointed three of its senior executives or members of its Board of Directors to Pandora鈥檚 Board of Directors, one of whom serves as the Chairman of Pandora鈥檚 Board of Directors. SIRIUS听XM鈥檚 right to designate directors will fall away once SIRIUS听XM and its affiliates fail to beneficially own shares of Series听A Preferred Stock and/or Pandora Common Stock issued upon conversion thereof equal to (on an as-converted basis) at least 50% of the number of shares of Pandora Common Stock issuable upon conversion of the Series听A Preferred Stock purchased under the Investment Agreement. Following the earlier to occur of (i)听September听22, 2019 and (ii)听the date on which SIRIUS听XM and its affiliates fail to beneficially own shares of Series听A Preferred Stock and/or Pandora Common Stock that were issued upon conversion of Series听A Preferred Stock equal to (on an as-converted basis) at least 75% of the number of shares of Pandora Common Stock issuable upon conversion of the Series听A Preferred Stock purchased under the Investment Agreement, SIRIUS听XM has the right to designate only two directors.

Unrealized Holding Gains and Losses recorded in Accumulated other comprehensive earnings (loss)

There were no unrealized holding gains or losses related to investments in AFS securities at December听31, 2017 or 2016.