午夜寻花

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)听听Investments in Affiliates Accounted for Using the Equity Method

午夜寻花 has various investments accounted for using the equity method. The following table includes the Company鈥檚 carrying amount and percentage ownership and market value (Level听1) of the more significant investments in affiliates at December听31, 2017, and the carrying amount at December听31, 2016:

December听31,听2017

December听31,听2016

听听听听

Percentage

听听听听

Fair Value

听听听听

Carrying

听听听听

Carrying

ownership

(Level 1)

amount

amount

dollar听amounts听in听millions

午夜寻花 SiriusXM Group

SIRIUS XM Canada

70%

$

NA

$

672

164

Total 午夜寻花 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听

933

892

Consolidated 午夜寻花

$

1,750

1,117


(a)

See note听10 for details regarding the number and value of shares pledged as collateral pursuant to the Live Nation Margin Loan as of December听31, 2017.

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

Years听ended听December听31,

听听听听

2017

听听听听

2016

听听听听

2015

amounts听in听millions

午夜寻花 SiriusXM Group

SIRIUS XM Canada

$

29

13

(1)

Total 午夜寻花 SiriusXM Group

29

13

(1)

Braves Group

Other (a)

78

听9

听9

Total Braves Group

78

听9

听9

Formula One Group

Live Nation

(18)

(12)

(27)

Other

15

听4

(21)

Total Formula One Group

(3)

(8)

(48)

Consolidated 午夜寻花

$

104

14

(40)


(a)

During the year ended December听31, 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 $69听million.

SIRIUS听XM Canada

In the acquisition of SIRIUS听XM on January听18, 2013, 午夜寻花 acquired an interest in Sirius听XM Canada Holdings, Inc. (鈥淪IRIUS听XM Canada鈥�) which SIRIUS听XM accounts for as an equity method affiliate. 午夜寻花 recognized the investment at fair value, based on the market price per share (level听1), on the date of acquisition.

On May听25, 2017, SIRIUS听XM completed a recapitalization of SIRIUS听XM Canada, which is now a privately held corporation.

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

SIRIUS听XM also made a contribution in the form of a loan to SIRIUS听XM Canada in the aggregate amount of $131听million on May听25, 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 SIRIUS听XM Canada鈥檚 failure to maintain specified leverage ratios. In addition, the terms of the loan require SIRIUS听XM 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$10听million at the last day of the financial year if all target dividends have been paid in full.

SIRIUS听XM also entered into a Services Agreement and an Advisory Services Agreement with SIRIUS听XM Canada. Each agreement has a thirty year term. Pursuant to the Services Agreement, SIRIUS听XM Canada will pay SIRIUS听XM 25% of its gross revenue on a monthly basis through December听31, 2021 and 30% of its gross revenue on a monthly basis thereafter. Pursuant to the Advisory Services Agreement, SIRIUS听XM Canada will pay SIRIUS听XM 5% of its gross revenue on a monthly basis. These agreements supersede and replace the existing agreements between SIRIUS听XM Canada and its predecessors and SIRIUS听XM.

Under the legacy agreement, as of December听31, 2016, SIRIUS听XM鈥檚 related party current assets balance primarily consisted of activation fees and streaming and chipset costs for which it was reimbursed. SIRIUS听XM has approximately $10听million and $6听million in related party current assets as of December听31, 2017 and 2016, respectively. As of December听31, 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 December听31, 2017 and 2016, SIRIUS听XM has approximately $10听million and $11听million in related party liabilities, respectively, related to the legacy agreements with SIRIUS听XM Canada which are recorded in current and noncurrent other liabilities in the Company鈥檚 consolidated balance sheets. SIRIUS听XM recorded approximately $87听million, $46听million and $56听million in revenue for the years ended December听31, 2017, 听2016 and 2015, respectively, associated with these various agreements in the Other revenue line in the consolidated statements of operations. SIRIUS听XM Canada declared and paid dividends to SIRIUS听XM of $4听million, $8听million and $16听million during the years ended December听31, 2017, 听2016 and 2015, respectively. These dividends were first recorded as a reduction to SIRIUS听XM鈥檚 investment balance in Sirius听XM Canada to the extent a balance existed and then as Other income for the remaining portion.