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Annual report pursuant to Section 13 and 15(d)

Investments In Affiliates Accounted For Using The Equity Method

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Investments In Affiliates Accounted For Using The Equity Method
12 Months Ended
Dec. 31, 2017
Investments in Affiliates Accounted for Using the Equity Method
Investments In Affiliates Accounted For Using The Equity Method

(8)Investments in Affiliates Accounted for Using the Equity Method

Liberty has various investments accounted for using the equity method. The following table includes the Company’s carrying amount and percentage ownership and market value (Level1) of the more significant investments in affiliates at December31, 2017, and the carrying amount at December31, 2016:

December31,2017

December31,2016

Percentage

Fair Value

Carrying

Carrying

ownership

(Level 1)

amount

amount

dollaramountsinmillions

Liberty SiriusXM Group

SIRIUS XM Canada

70%

$

NA

$

672

164

Total Liberty SiriusXM Group

672

164

Braves Group

Other

NA

NA

145

61

Total Braves Group

145

61

Formula One Group

Live Nation (a)

34%

$

2,965

756

731

Other

various

NA

177

161

Total Formula One Group

933

892

Consolidated Liberty

$

1,750

1,117


(a)

See note10 for details regarding the number and value of shares pledged as collateral pursuant to the Live Nation Margin Loan as of December31, 2017.

The following table presents the Company’s share of earnings (losses) of affiliates:

YearsendedDecember31,

2017

2016

2015

amountsinmillions

Liberty SiriusXM Group

SIRIUS XM Canada

$

29

13

(1)

Total Liberty SiriusXM Group

29

13

(1)

Braves Group

Other (a)

78

9

9

Total Braves Group

78

9

9

Formula One Group

Live Nation

(18)

(12)

(27)

Other

15

4

(21)

Total Formula One Group

(3)

(8)

(48)

Consolidated Liberty

$

104

14

(40)


(a)

During the year ended December31, 2017, an equity method affiliate of Braves Holdings sold a controlling interest in a subsidiary, resulting in Braves Holdings recording its portion of the gain of $69million.

SIRIUSXM Canada

In the acquisition of SIRIUSXM on January18, 2013, Liberty acquired an interest in SiriusXM Canada Holdings, Inc. (“SIRIUSXM Canada”) which SIRIUSXM accounts for as an equity method affiliate. Liberty recognized the investment at fair value, based on the market price per share (level1), on the date of acquisition.

On May25, 2017, SIRIUSXM completed a recapitalization of SIRIUSXM Canada, which is now a privately held corporation.

SIRIUSXM now holds a 70% equity interest and 33% voting interest in SIRIUSXM Canada, with the remainder of the voting power and equity interest held by two of SIRIUSXM Canada’s previous shareholders. The total consideration from SIRIUSXM to SIRIUSXM Canada, excluding transaction costs, during the year ended December 31, 2017 was $309million, which included $130million in cash and SIRIUSXM issued 35million shares of its common stock with an aggregate value of $179million to the holders of the shares of SIRIUSXM Canada acquired in the transaction. SIRIUSXM received common stock, non-voting common stock and preferred stock of SIRIUSXM Canada. SIRIUSXM owns approximately 591million shares of preferred stock of SIRIUSXM Canada, which has a liquidation preference of one Canadian dollar per share. SIRIUSXM Canada is accounted for as an equity method investment as SIRIUSXM does not have the ability to direct the most significant activities that impact SIRIUSXM Canada’s economic performance.

SIRIUSXM also made a contribution in the form of a loan to SIRIUSXM Canada in the aggregate amount of $131million on May25, 2017. The loan is denominated in Canadian dollars and is considered a long-term investment with any unrealized gains or losses reported within Accumulated other comprehensive (loss) income. Such loan has a term of fifteen years, bears interest at a rate of 7.62% per annum and includes customary covenants and events of default, including an event of default relating to SIRIUSXM Canada’s failure to maintain specified leverage ratios. In addition, the terms of the loan require SIRIUSXM Canada to prepay a portion of the outstanding principal amount of the loan within sixty days of the end of each fiscal year in an amount equal to any cash on hand in excess of C$10million at the last day of the financial year if all target dividends have been paid in full.

SIRIUSXM also entered into a Services Agreement and an Advisory Services Agreement with SIRIUSXM Canada. Each agreement has a thirty year term. Pursuant to the Services Agreement, SIRIUSXM Canada will pay SIRIUSXM 25% of its gross revenue on a monthly basis through December31, 2021 and 30% of its gross revenue on a monthly basis thereafter. Pursuant to the Advisory Services Agreement, SIRIUSXM Canada will pay SIRIUSXM 5% of its gross revenue on a monthly basis. These agreements supersede and replace the existing agreements between SIRIUSXM Canada and its predecessors and SIRIUSXM.

Under the legacy agreement, as of December31, 2016, SIRIUSXM’s related party current assets balance primarily consisted of activation fees and streaming and chipset costs for which it was reimbursed. SIRIUSXM has approximately $10million and $6million in related party current assets as of December31, 2017 and 2016, respectively. As of December31, 2017, the related party current asset balance included amounts due under the new services arrangements and certain amounts due related to transactions outside of the scope of the new services arrangements. At December31, 2017 and 2016, SIRIUSXM has approximately $10million and $11million in related party liabilities, respectively, related to the legacy agreements with SIRIUSXM Canada which are recorded in current and noncurrent other liabilities in the Company’s consolidated balance sheets. SIRIUSXM recorded approximately $87million, $46million and $56million in revenue for the years ended December31, 2017, 2016 and 2015, respectively, associated with these various agreements in the Other revenue line in the consolidated statements of operations. SIRIUSXM Canada declared and paid dividends to SIRIUSXM of $4million, $8million and $16million during the years ended December31, 2017, 2016 and 2015, respectively. These dividends were first recorded as a reduction to SIRIUSXM’s investment balance in SiriusXM Canada to the extent a balance existed and then as Other income for the remaining portion.