Earnings Attributable to СÓÅÊÓƵ Stockholders Per Common Share (Tables)
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9 Months Ended |
Sep. 30, 2023 |
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| СÓÅÊÓƵ SiriusXM Group |
Ìý
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| Schedule for reconciliation of basic and diluted weighted average shares |
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
ÌýÌýÌýÌý |
2022 |
ÌýÌýÌýÌý |
2023 |
ÌýÌýÌýÌý |
2022 |
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​ |
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numbersÌýofÌýsharesÌýinÌýmillions |
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Basic WASO |
Ìý |
327 |
Ìý |
327 |
​ |
327 |
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329 |
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Potentially dilutive shares (a) |
Ìý |
25 |
Ìý |
18 |
​ |
21 |
​ |
19 |
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Diluted WASO (b) |
Ìý |
352 |
Ìý |
345 |
​ |
348 |
​ |
348 |
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(a) |
Potentially dilutive shares are excluded from the computation of EPS during periods in which net losses are reported since the result would be antidilutive. |
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(b) |
For periods in which share settlement of the 2.125% Exchangeable Senior Debentures due 2048 and 2.75% Exchangeable Senior Debentures due 2049, which could have been settled in shares of Series C СÓÅÊÓƵ SiriusXM common stock, and 3.75% Convertible Senior Notes due 2028, which may be settled in shares of Series A СÓÅÊÓƵ SiriusXM common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instruments during the period, net of tax where appropriate. As disclosed in note 7, the settlement of the 2.125% Exchangeable Senior Debentures due 2048 changed to solely cash, pursuant to a supplemental indenture entered into during February 2023. Accordingly, the impact of share settlement of the 2.125% Exchangeable Senior Debentures due 2048 was considered for purposes of calculating diluted WASO prior to the execution of the supplemental indenture.
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Additionally, a hypothetical mark-to-market adjustment on the shares of Series A СÓÅÊÓƵ SiriusXM common stock included in the Securities Basket underlying the warrants is included in the numerator adjustment in periods in which cash settlement of the warrants would be more dilutive than share settlement.
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
ÌýÌýÌýÌý |
2022 |
ÌýÌýÌýÌý |
2023 |
ÌýÌýÌýÌý |
2022 |
​ |
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​ |
ÌýÌýÌýÌý |
amountsÌýinÌýmillions |
​ |
Basic earnings (loss) attributable to СÓÅÊÓƵ SiriusXM stockholders |
$ |
307 |
​ |
305 |
​ |
656 |
​ |
1,040 |
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Adjustments |
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6 |
​ |
(23) |
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1 |
​ |
(36) |
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Diluted earnings (loss) attributable to СÓÅÊÓƵ SiriusXM stockholders |
$ |
313 |
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282 |
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657 |
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1,004 |
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| Formula One Group |
Ìý
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| Schedule for reconciliation of basic and diluted weighted average shares |
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
ÌýÌýÌýÌý |
2022 |
ÌýÌýÌýÌý |
2023 |
​ |
2022 |
​ |
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​ |
​ |
numbersÌýofÌýsharesÌýinÌýmillions |
​ |
Basic WASO |
Ìý |
235 |
Ìý |
233 |
​ |
234 |
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233 |
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Potentially dilutive shares (a) |
Ìý |
9 |
Ìý |
13 |
​ |
7 |
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10 |
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Diluted WASO (b) |
Ìý |
244 |
Ìý |
246 |
​ |
241 |
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243 |
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(a) |
Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
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(b) |
As described in note 2, the СÓÅÊÓƵ SiriusXM Group’s intergroup interest in the Formula One Group was settled and extinguished on July 12, 2023. The intergroup interest was a quasi-equity interest which was not represented by outstanding shares of common stock; rather, the СÓÅÊÓƵ SiriusXM Group had an attributed value in the Formula One Group which was generally stated in terms of a number of shares of stock issuable to the СÓÅÊÓƵ SiriusXM Group with respect to its interest in the Formula One Group. Each reporting period, the notional shares representing the intergroup interest were marked to fair value. As the notional shares underlying the intergroup interest were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C СÓÅÊÓƵ Formula One common stock. However, СÓÅÊÓƵ assumed that the notional shares (if and when issued) would be comprised of Series A СÓÅÊÓƵ Formula One common stock since Series A СÓÅÊÓƵ Formula One common stock underlie the Convertible Notes. ÌýTherefore, the market price of Series A СÓÅÊÓƵ Formula One common stock was used for the quarterly mark-to-market adjustment through the unaudited attributed condensed consolidated statements of operations. The notional shares representing the intergroup interest had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interest were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interest was dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interest to fair value during the period. |
For periods in which share settlement of the 2.25% Convertible Senior Notes due 2027, which may be settled in shares of Series C СÓÅÊÓƵ Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instrument during the period, net of tax where appropriate. Additionally, an adjustment is also made to the numerator for a hypothetical mark-to-market adjustment on the shares of Series A СÓÅÊÓƵ Formula One common stock included in the Securities Basket underlying the warrants in periods in which cash settlement would be more dilutive than share settlement.
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Three months ended September 30, |
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Nine months ended September 30, |
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​ |
2023 |
ÌýÌýÌýÌý |
2022 |
ÌýÌýÌýÌý |
2023 |
ÌýÌýÌýÌý |
2022 |
​ |
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​ |
ÌýÌýÌýÌý |
amountsÌýinÌýmillions |
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Basic earnings (loss) attributable to СÓÅÊÓƵ Formula One stockholders |
$ |
118 |
​ |
108 |
​ |
125 |
​ |
184 |
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Adjustments |
​ |
(23) |
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(32) |
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(37) |
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(39) |
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Diluted earnings (loss) attributable to СÓÅÊÓƵ Formula One stockholders |
$ |
95 |
​ |
76 |
​ |
88 |
​ |
145 |
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| СÓÅÊÓƵ Live Group |
Ìý
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| Schedule for reconciliation of basic and diluted weighted average shares |
The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock. Ìý
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Three months ended September 30, |
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Nine months ended September 30, |
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​ |
2023 |
ÌýÌýÌýÌý |
2022 |
ÌýÌýÌýÌý |
2023 |
​ |
2022 |
​ |
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​ |
​ |
numbersÌýofÌýsharesÌýinÌýmillions |
​ |
Basic WASO |
Ìý |
92 |
Ìý |
NA |
​ |
92 |
​ |
NA |
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Potentially dilutive shares (a) |
Ìý |
— |
Ìý |
NA |
​ |
— |
​ |
NA |
​ |
Diluted WASO (b) |
Ìý |
92 |
Ìý |
NA |
​ |
92 |
​ |
NA |
​ |
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(a) |
Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
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(b) |
A hypothetical mark-to-market adjustment on the shares of Series A СÓÅÊÓƵ Live common stock included in the Securities Basket underlying the warrants is included in the numerator adjustment in periods in which cash settlement of the warrants would be more dilutive than share settlement. |
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Three months ended September 30, |
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Nine months ended September 30, |
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​ |
2023 |
ÌýÌýÌýÌý |
2022 |
ÌýÌýÌýÌý |
2023 |
ÌýÌýÌýÌý |
2022 |
​ |
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​ |
ÌýÌýÌýÌý |
amountsÌýinÌýmillions |
​ |
Basic earnings (loss) attributable to СÓÅÊÓƵ Live stockholders |
$ |
(19) |
​ |
NA |
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(19) |
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NA |
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Adjustments |
​ |
— |
​ |
NA |
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— |
​ |
NA |
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Diluted earnings (loss) attributable to СÓÅÊÓƵ Live stockholders |
$ |
(19) |
​ |
NA |
​ |
(19) |
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NA |
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| Braves Group |
Ìý
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| Schedule for reconciliation of basic and diluted weighted average shares |
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​ |
Three months ended September 30, |
​ |
Nine months ended September 30, |
​ |
​ |
2023 |
ÌýÌýÌýÌý |
2022 |
ÌýÌýÌýÌý |
2023 |
ÌýÌýÌýÌý |
2022 |
​ |
|
​ |
​ |
numbersÌýofÌýsharesÌýinÌýmillions |
​ |
Basic WASO |
Ìý |
53 |
Ìý |
53 |
​ |
53 |
​ |
53 |
​ |
Potentially dilutive shares (a) |
Ìý |
— |
Ìý |
— |
​ |
1 |
​ |
9 |
​ |
Diluted WASO (b) |
Ìý |
53 |
Ìý |
53 |
​ |
54 |
​ |
62 |
​ |
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(a) |
Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
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(b) |
As described in note 2, the intergroup interests in the Braves Group held by the Formula One Group and the СÓÅÊÓƵ SiriusXM Group were settled and extinguished in connection with the Split-Off. The intergroup interests were quasi-equity interests, which were not represented by outstanding shares of common stock; rather, the Formula One Group and the СÓÅÊÓƵ SiriusXM Group had attributed values in the Braves Group which were generally stated in terms of a number of shares of stock issuable to the Formula One Group and the СÓÅÊÓƵ SiriusXM Group with respect to their interests in the Braves Group. Each reporting period, the notional shares representing the intergroup interests were marked to fair value. As the notional shares underlying the intergroup interests were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C СÓÅÊÓƵ Braves common stock. However, СÓÅÊÓƵ assumed that the notional shares (if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series C СÓÅÊÓƵ Braves common stock in order to not dilute voting percentages and the notional shares (if and when issued) related to the СÓÅÊÓƵ SiriusXM Group interest in the Braves Group would be comprised of Series A СÓÅÊÓƵ Braves common stock since Series A СÓÅÊÓƵ Braves common stock underlie the Convertible Notes. Therefore, the market prices of Series C СÓÅÊÓƵ Braves and Series A СÓÅÊÓƵ Braves common stock were historically used for the quarterly mark-to-market adjustment for the intergroup interests held by Formula One Group and СÓÅÊÓƵ SiriusXM Group, respectively, through the unaudited attributed condensed consolidated statements of operations. During the second quarter of 2023, СÓÅÊÓƵ determined that, in connection with the Split-Off, shares of Atlanta Braves Holdings Series C common stock would be used to settle and extinguish the intergroup interest in the Braves Group attributed to the СÓÅÊÓƵ SiriusXM Group. Following such determination, the market price of Series C СÓÅÊÓƵ Braves common stock was used for the mark-to-market adjustment for the intergroup interest held by the СÓÅÊÓƵ SiriusXM Group. |
The notional shares representing the intergroup interests had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interests were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interests were dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interests to fair value during the period. Additionally, prior to the Split-Off, a hypothetical mark-to-market adjustment on the shares of Series A СÓÅÊÓƵ Braves common stock included in the Securities Basket underlying the warrants was included in the numerator adjustment in periods in which cash settlement of the warrants would be more dilutive than share settlement.
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
ÌýÌýÌýÌý |
2022 |
ÌýÌýÌýÌý |
2023 |
ÌýÌýÌýÌý |
2022 |
​ |
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​ |
ÌýÌýÌýÌý |
amountsÌýinÌýmillions |
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Basic earnings (loss) attributable to СÓÅÊÓƵ Braves stockholders |
$ |
(21) |
​ |
(22) |
​ |
(109) |
​ |
29 |
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Adjustments |
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— |
​ |
— |
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— |
​ |
(5) |
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Diluted earnings (loss) attributable to СÓÅÊÓƵ Braves stockholders |
$ |
(21) |
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(22) |
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(109) |
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24 |
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