Ladies and gentlemen, thank you for standing by. Welcome to the Liberty Media Corporation 2019 Third Quarter Earnings Call. During the presentation, all participants will be in a listen-only mode. Afterwards we will conduct a question-and-answer session. [Operator Instructions] As a reminder, this conference is being recorded, November 11th. First over to Courtnee Chun, Chief Portfolio Officer and Senior Vice President of Investor Relations. Please go ahead. .

Thank you. Good morning. Before we begin we'd like to remind everyone that this call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual events or results could differ materially due to a number of risks and uncertainties including those mentioned in our most recent Forms 10-K and 10-Q filed with the SEC. These forward-looking statements speak only as of the date of this call and Liberty Media and Liberty TripAdvisor expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Media or Liberty TripAdvisor's expectations with regard thereto or any change in events conditions or circumstances on which any such statement is based. On today's call, we will discuss certain non-GAAP financial measures including adjusted OIBDA and adjusted EBITDA. The required definitions and reconciliations for Liberty Media and SiriusXM Schedules 1 and 2 can be found at the end of the earnings press release issued today which is available on our website. Now, I'd like to turn the call over to Greg Maffei, Liberty's President and CEO.

Thank you, Courtnee. Good morning. Today speaking on the call we'll also have Formula One's Chairman and CEO, Chase Carey and Liberty Media's Principal Financial Officer, Brian Wendling. During Q&A we will also be able and available to answer questions related to Liberty TripAdvisor. So, beginning with Liberty SiriusXM, we continued our repurchases of Liberty SiriusXM stock buying an additional $60 million in the period of August 1st to October 31st. If you look at that we effectively bought the underlying SiriusXM shares at a look-through price of $4.47 per share. We will continue to take advantage of the discount to NAV as long as you the marketplace continue to give it to us. Our ownership today stands in SiriusXM at 71.5%, actually it was as of October 29th. Looking at SiriusXM itself, fantastic results yet again; robust subscriber growth, solid expansion of adjusted EBITDA, and free cash flow. The Pandora acquisition has increased our scale to approximately 100 million users continued focus on distribution and content. We have a new deal with Google making SiriusXM available on Google Assistant and Google NAS devices. And we have a collaboration with Marvel to create scripted and unscripted podcasts. Year-to-date through October, SiriusXM has returned over $2 billion of capital to shareholders. Formula One Group made tremendous progress during the period regarding the regulations for 2021 and beyond. Also experienced exciting racing on the track Lewis Hamilton won his sixth World Championship in Austin and Mercedes clinched their sixth Constructor's Championship. It's fun to watch Ferrari come back to win three in a row, the thrill of Red Bull and the return of McLaren with close battles among the best of the rest. Live Nation continued strong execution the highest AOI quarter ever expect to deliver double-digit growth for the year. Demand…

Thank you, Greg and good morning everyone. The quarter end, Liberty SiriusXM Group had attributed cash, restricted cash and liquid investments of $54 million, excluding $90 million of cash and restricted cash held directly at SiriusXM. The value of the SiriusXM common stock held by Liberty SiriusXM at November 8 was $22 billion and we have $950 million in debt against these holdings. Total Liberty SiriusXM Group attributed principal amount of debt was $9 billion, which includes $8 billion of debt that's directly at the SiriusXM level. Formula One Group had attributed cash and liquid investments of $65 million, which excludes $354 million of cash at F1. Formula One Group has attributed public market securities with a market value of approximately $5 billion as of last Friday. That includes the intergroup interest in the Braves Group and our stake in Live Nation. Total Formula One Group attributed principal amount of debt was $5 billion, which includes $2.9 billion of debt at F1, leaving $2.1 billion of debt at the corporate level. F1's total net-debt-to-covenant OIBDA ratio as defined in F1's credit facilities for covenant calculations was 5.3 times at quarter end as compared to a maximum allowable leverage of 8.25 times. We have set a target total net leverage ratio for Formula One of five to six times bank covenant OIBDA. Please note these leverage ratios are for the Formula One business, not the Formula One Group. Braves Group had attributed cash, liquid investments and restricted cash of $210 million at quarter end and attributed principal amount of debt of $540 million. With that, I'll turn it over to Chase to talk about Formula One.

Thank you, Brian. We've made tremendous progress on defining the future direction of Formula One, and we're pleased to announce the unanimous ratification by the FIA World Motor Sport Council of new regulations beginning in the 2021 season. These rules are the result of a detailed two-year process that included input from the teams and other stakeholders that we firmly believe, achieve the goals we set out to deliver. From 2021 on, Formula One will have cars that are better able to have battle on the track, a more balanced competition on the track, a fully enforceable cost cap of $175 million per season and a better and more sustainable business model for participants. There's a wealth of information online if you'd like to see all the details, but let me talk a bit more in depth about closer racing. Current Formula One cars can lose up to half their downforce, when following in the wake of another car. As part of the new regulations, we project the 2021 cars will lose just 15% of their downforce when they're one car length behind arrival and just 5% at three car lengths. This is a huge difference that will enable the battles our fans want to see. These regulations are an important major step. However, this is an ongoing process, the regulations were married to a new governance and prize fund structure, which will enable the sport to grow and improve while further strengthening the business model. These agreements are in advanced stages with the teams. In addition, we plan to address our initiatives around the environmental impact of our sport. We already have the most efficient engine in the world and we'll be launching plans to reduce and eventually eliminate the environmental impact of our sport and business. We believe…

Thanks Chase and Brian. All-in-all, a great quarter at Liberty Media. As a reminder, we will be holding our Annual Investor Meeting on November 21 in New York, link to register is on our homepage of our website. We look forward to seeing many of you there. And with that operator, we'll open it up for questions.

Thank you. We will take our first question from Vijay Jayant from Evercore. Please go ahead. Your line is open.

Thank you. This is John Belton for Vijay. Two on F1, so first on these commercial agreements you're discussing with the teams anything you can share on timing? When you're hoping to get these finalized? Any regulatory deadlines that may or may not exist with these agreements? And then the second question on broadcasting. So I appreciate some of the details on the ESPN deal, but anything you can share about some of the competitive dynamics around that deal? And then kind of how you're thinking about some of your core Western European renewals in light of the positive viewership trends so far this year? Thank you.

So I guess on the first part timing, we'd like to obviously get it done as soon as possible in fairness to the teams, while the – I think the core business principles they've had for a while the actual underlying agreements, which are substantive. They've only gotten in the last few weeks. We've had meetings with both the sort of financial and legal teams to take them through it. So they now have had a chance to digest it. And certainly, we plan to engage with them in coming weeks. Again, I'm not going to put a deadline to what I think we're having good discussions and we'd like to get things done and finalized as soon as possible. I guess, on the broadcast when you say competitive, do you mean competitive interest? Or I guess I'm not sure what you mean in terms of –

Yeah, just were there other bidders besides the ESPN or –

Yeah. And actually, we have more interest than we did and this was – it wasn't that long. The last deal like was only a couple of years. So, it was really just two years ago. We have better interest than we did two years ago to step forward for us. We still have a lot of upside in the U.S. there's no question. The U.S., I think we said before is a long-term proposition. We like the momentum there. We saw increased interest, we saw from parties an increased interest expressed in offers. But – so yeah, we feel good about it. But clearly, we think the U.S. is a market that still has a lot of upside for us.

Great. And then anything on the Western European renewals? What do you think – ?

We're probably just turning to – look again, I think our – I think we will – we feel good about the momentum of the sport. We feel good about the interest in the sport whether again, it's attendance it's viewership or just general fan research in terms of perception which is very positive about the direction of the sport. We're in the early stages of our agreements that – the significant European agreements you're talking about are in place for 2020. So, there are early renewals for 2021. We're probably in the earlier – early stages of moving forward with those given they're still more than a year away. But I think we feel positive about momentum what we have going and really the reaction engagement from parties about sport.

Great. Thank you, Chase.

And we will now take our next question from Bryan Kraft from Deutsche Bank. Please go ahead. Your line is open.

Hi. Good morning. Thank you. I had two, one for Chase, one for Greg. Greg, kind of an open-ended question for you. Podcast have become a bigger focus for virtually everyone in the audio entertainment space. Just wondering, how you think this segment of the industry evolves from an industry structure perspective? And do you think there are any real economic winners in podcasting over the long-term? And then Chase, wondering if you can give us any color on the growth outlook and sponsorship and advertising for next year relative to this year just directionally? And can you give us any sense for the growth this year in broadcasting relative to the advertising and sponsorship revenue within that primary revenue bucket are those growing at relatively similar rates? Or is the pace materially different between the two? Thank you.

Chase do you want to go first and handle the more direct question and I'll ramble on the open-ended one?

Okay. Look, I think the sponsorship area we said before probably from a couple of years ago, I'd say it was probably a little slower to develop than we initially anticipated. I think the advertising market in general is probably a little tougher than it was a few years ago. But actually, I think we feel good about the momentum and the interest. And it's probably taken – I think we recognized we had to do more work telling the story about what we're doing with the sport, where we're going with the sport. We had to create capabilities for sponsors to create the type of offerings they want, whether it's virtual or regional or other events like Esports and digital and other vehicles we can use to create those offerings. We just -- I just referred to the two deals with Caterpillar and Dubai Expo. The interest right now we feel very good about, we always got to turn it into dollars. We are quite busy. I'd say the sponsorship group is realistically flat out and I expect them to be flat out the next few months before we get to that 2020 season and significant deals. Again, I don't want to get ahead of ourselves. We've got to turn them into dollars. But certainly, the interest and engagement in the sponsorship area has been increasing significantly as we sort of gone through the last year and certainly in the recent quarters and they're probably never been busier to be frank about it. I think on the broadcast side if you look at -- I mean the renewals this year were some -- were probably not larger contracts. So directionally, we feel good about where we're going, but the bigger markets are probably in 2021. So it's a positive, but they're not - they weren't the larger markets that were being renewed in -- for 2020.

Great. So Bryan, thank you. That is a great question and one that you'll hear a lot more about from us and from me at our Investor Day because I think podcasts are a great example of how audio content continues to expand. We believe there's a lot of room left to expand your audio day, unlike your video day which is pretty much being capped out because everyone's got their device and the time in which you can use that device for video is limited has become maxed. The audio day between AirPods and Alexa and other kinds of distribution devices is only expanding and is well under tap both in monetization and in time. When you think about how to differentiate that audio day, you move from a world of music which is somewhat of a commodity. Its table stakes. Everybody's got to have it to a world where things like podcast are an example of exclusive something that Sirius has done so well at with things like Howard Stern or versions like CNBC and ESPN having exclusives at least for a window on audio. Podcast is a place where you can really go to exclusives. And you think about the economics of that whatever a podcast maker charges and they might be pretty good being podcast company right now and trying to sell yourselves because it's obviously hot it's still far less cost per hour than what you get in video. So the reality is all these new forms of content -- audio content like podcast in our judgment are really attractive economically and really attractive for consumers and therefore distributors. So you'll hear probably more than you care to at our Investor Day because it really is one of our key focuses.

Good thank you both.

We will now take our next question from David Karnovsky from JPMorgan. Please go ahead. Your line is open.

Hi thank you. Just one for Chase, during the last Concord negotiation in 2012, 2013, I think Formula One made some upfront payments to teams in connection with the future participation. So as you look to finalize the commercial agreements with the teams now, do you see payments like this as part of the process? Or was that really lead to the prior period?

I don't think we're going to -- at this point comment on the specific components of the deal while we're still engaged with the teams. I think we put something on the -- we've got a proposal to them a structure and they've had this structure for -- I mean again the business asset -- the business element to this they've largely had for a while. We think it's a proposal that's fair to us and fair to the teams. But we think it enables us to continue to achieve the growth, we expect in the business but I don't think we're going to get into depending on what's in it and what's not in it. And once we finalized it we will provide appropriate color to -- what the agreement is.

Okay. And then you mentioned the agreement with Caterpillar before. Is there anything incremental you can say on this? Is this potential global or regional deal? And then just given the trackside advertising at Austin should we assume this starts in the fourth quarter?

Yeah. I mean, obviously since they showed up in Austin, it will start where they show up. It's more than – it's not a global deal in terms of all 21 races, but it's a significant deal. And I think an important partnership and one that certainly – is one that we look to build on with them. So it's a deal we're excited about. They've been quite enthusiastic about it. And we think, they'll be a good partner. So, certainly, it's more than just a regional deal. It is a significant multi-race deal.

Great. Thank you.

We will now take our next question from John Tinker from Gabelli & Company. Please go ahead. Your line is open.

Hi. Thank you. Just a quick question on sports gambling, it looks like New Jersey has already got a better book than Vegas. How do you see that playing out in terms of how it might help the Braves?

And we just have here in Colorado as well. So, you can see – I think state by state you're going to continue to see this chip away. It will take time and there are clearly some states which are unlikely ever or at least for a long time to pass it. But major states will do it, it's a revenue source, I think here it's going to be used for water. But you'll see it state-by-state. And I do think that's an opportunity. The leagues have been trying to do things around verified data, it's not quite as clear with – how you do that in baseball as you do in something frankly like Formula One, where there's much more proprietary data. And as you may recall, we have a deal to monetize some of that in Formula One. But I do think it's both somewhat of a revenue opportunity but perhaps even more of a fan-engagement opportunity, which will just strengthen baseball. And to degree that more and more of it becomes an opportunity to bet in game, bet on parts of a game, you'll just see continued fan engagement much the way that Fantasy built that in – particularly in football.

If I could just ask one more, you got out of trade channel outdoor very well. I know you still have a couple of other small investments. I think you may have a little Viacom left and some AT&T and in Formula One, how do you think about them?

So I think we would look at them mostly as a source of capital at the right time. It turns out the right time for Viacom was probably earlier than we've executed on it, but so be it. We were probably more bullish that the merger would be positive than it has been. On the AT&T in particular, it's worth noting we actually don't really have AT&T there in any real sense it's a – it's hedged by – and we own it to hedge the exchangeables that we've issued. We have a couple of odds and ends that are in there that are capital sources a partnership or two that is likely liquidating. Brian, do you want to add any of those of note or substance?

No. I mean none of them are specifically material and they're not liquid. So I bet there's not a callout in particular.

But in general they are – you asked about our philosophy on them John we're – they are a source of capital at the right time, when we think it's the right moment and something we can probably get out of either tax efficiently, or we have a use for the capital that says we want to pay the taxes and go do it now.

Thank you.

Thank you.

And we will now take our next question from Jason Bazinet from Citi. Please go ahead. Your line is open.

Thanks. I heard you guys sort of reiterate the five to six times leverage target and you guys have made nice progress bringing that down. Why is that the right leverage for this business? I know, it's not cyclical, but it still strikes me as a pretty-high amount of leverage to have on the business or is that just sort of the interim target when you get to five you may lower it beyond that?

I'll comment Chase, if you want to add anything surely you can. Our view is this that this is an unbelievably secure sustainable financing business. 90%-plus on contract even in the case of a downturn, because of the nature of how we share risk with the teams, limited downside, in our judgment few businesses support leverage as well as this business and in a period of extremely low interest rates and our continued ability to refinance this on more and more attractive terms, we like five to six times.

Thank you.

I guess, I’ll add…

Yeah, on that -- if I could -- sorry one more thing Chase, I'd note also two more things that are below the EBITDA line make that only more compelling. The low CapEx needs and the very attractive tax structure that we have make both of it probably be the case that five to six times while in the surface may sound large is actually not particularly large if you look at the free cash flow yield. Sorry Chase go ahead.

Yeah. And I was going to add on those. And I guess the only other thing then I'd add is, I think also from a cost perspective, realistically at this point we probably put the -- we don't really face any increased costs as we've got the -- we've built the organization to support and grow the business the last couple of years. So at this point, we feel good about the cost side of it. And to degree there are incremental cost events, some variable revenues like freight where we have both freight revenue and freight costs. They're directly tied to revenues. So I think from a margin cost perspective, we equally feel very good about the business.

That’s very helpful. Thank you.

We will take our next question from Bryan Goldberg from Bank of America Merrill Lynch. Please go ahead. Your line is open.

Thanks. I've got a couple on Formula One. First, on your efforts in Miami, looks like local politics took another twist down there last week with a mayoral veto against the local opposition. And I was wondering, if there was any kind of time line you could help us think about within, which you'd expect to get clarity on whether or not this iteration of the Miami Grand Prix can go forward from a regulatory standpoint? And I guess if negotiations become meaningfully protracted, at what point would a Miami appearance on the 2021 calendar become a bit problematic? And then I've got a follow-up.

Okay. I guess trying to handicap politics is probably really something ill-advised. I think your comment on the veto last week is accurate. There's some steps to go. They're very short-term. The reality is for 2021, we really do need to resolve this in the short-term say well next few months for it to be a 2021 race that we have time. The reality is most of the work -- most of the agreements are done, certainly the business agreements are done. So it really is the political issues around it and they're active. But I'm probably not trying to handicap local politics is probably beyond my pay grade. And we'll see. We think it would be a great race. We think it would be great for Miami, we think it would be great for us and great for all our partners. We have other options in the U.S. that we think would be exciting, but we're hopeful about Miami but we'll see where it takes us in the next -- in the coming weeks.

Great. Thank you for that. My follow-up question is on the sponsorship side of the business, really I guess from the global sponsorship side. I was wondering if you could update us what are the key unsold verticals right now as you see them. Or said another way, which category is your sponsorship sales force team spending the most time on as you look to shore everything up for the 2020 season?

Well, I mean realistically as I said, we've got -- I mean I got an update yesterday. It's a three-page update of engagement with potential partners. So is that we really at this point are flat out in terms of engagement, a number of them being large engagement. And then there are certainly an array of categories, I guess areas like finance, technology, telecommunications, oil industry sort of there are an array of places that are probably, obvious, in some that I wouldn't have had Dubai Expo on them -- on list a few months ago or probably Caterpillars, it's a place that would have been as obvious. So there are some that are probably more obvious than historically tied to us and some that are less so. But I think we do -- we really do. We feel it has taken time, but I think we're getting to where we think we -- we're getting to the place we thought be we could in terms of sponsorship. It's probably been a little slower going, but I think we feel good about the engagement, the momentum and the interest behind the sport and the story we have to tell.

Thank you very much.

And we will now take our next question from Drew Borst from Goldman Sachs. Please go ahead. Your line is open.

Okay. Thank you. And I wanted to ask a question about Formula One. Chase when you look at the race calendar for next year you -- I think you renewed five races and added two new ones. Investors have come to expect that the race promotion revenue is fixed right, multiyear contracts with fixed escalators. I guess, I'm wondering, if anything has changed after all these renewals in terms of the trajectory of that. Is it less fixed? Is it more variable? Or is -- there's nothing really changed there? Thank you.

I think we probably today feel more positive about the upside in that category, certain elements of it and individual races are probably more mature. But we do think there's upside there. And I think that, probably in many ways, it's just the fact that I think the demand has continued to be a real positive. I mean, really across the world, the number of places that are interested. Again, we have a pretty full calendar and long-term contracts. So there're limits to how much you can do. But I think we do think there are opportunities. We have -- 2022 is a full -- it's pretty full calendar, but we do think there's room still to add a couple. I think we want long-term partnerships, but just as we changed this year, we will add races and we will selectively probably end up dropping races. There are a couple of places on -- couple issues we've touched on in the past about races. We inherited that -- agreements we inherited that clearly were not reflecting what we think the value should be. So, yes, I think there is upside to that that probably more than we would have -- if we were sort of two years ago more than we would have sort of expected there. And we think it's a place we can continue to grow. And I think, there are also sort of -- and I guess what I call related areas that equally have growth, I guess, particularly something like hospitality, which is an important element. The high-end customer is increasingly important at these events. And it's about Paddock Club, the hospitality is an area. There are a few races where we really maximize that. I think there are a lot of events where we've got upside to the hospitality side of it, as well as just the basic promoter agreements and ability to add dimensions like title sponsors we're still not fully not -- full more in a sponsor area. But as you add races, we still have opportunities to take advantage of things like title sponsorships, as we talked about the Vietnam opportunity. So there -- I think the whole arena related to the promoter relationships and the related elements of the promoter relationships is an area that I think has more opportunity and more upside in it than, again, we probably would have thought -- I would have said a couple of years ago.

And if I might while appreciating the upside scenario, is there any type of downside risk? Like, I don't know. Again, I know you don't want to get into specifics about contracts, but just generally like, for example, are they hinged to serve the attendance at the race or any of those things? And if attendance didn't come through? Or is that not really how the deals work?

Yes. I mean, our agreements today don't generally have that type of variable. Obviously, the Paddock Club component of it is attendance-based. So there is certainly revenue that is attendance-based, but the base part of it is -- generally, is not attendance-based. So look on any renewal -- and I guess you see where our renewal comes in and what alternatives exist. So I'm certainly not going to say there aren't risks. Today, we feel pretty well positioned, given the breadth of interest from the array of places that we have. But we've still got to get renewals executed. We obviously went through a number of renewals in the last 12 months. And so, I think, we feel good about the ability to navigate that space and look forward to taking advantage of whether it's adding a race to the calendar or making some substitutions that are upside or fixing some of the issues we've got. But the -- other than Paddock Club, which is like kind of -- I wouldn't say, attendance at a race in general is that -- that's not generally a part of our agreement.

Okay. Thank you very much.

And we will now take our last question for today's call from Zack Silver from B. Riley FBR. Please go ahead. Your line is open.

Okay. Great. Thanks for taking the question. I think when you guys first announced the deal to acquire F1 there was some talk around issuing shares to the teams that obviously never happened, but could this still be a possibility down the road? And also curious to hear your thoughts around financial mechanisms you have to promote higher economic alignment with the teams beyond the price pool?

Chase you want to go on that one?

Yes. We're not discussing equity with the teams at this point. Obviously we are discussing the long-term relationship. I guess more generally look one of our real efforts has been to try to create more of a shared vision about where we can go with this sport and the growth opportunities in it. I think the teams are actually quite positive about the changes and energy we brought to the sport. Again they see -- the bigger crowds, they see the growth in events. The breadth of it, and things at a event. Whether it's a fan fest or a fan zone, I think the energy there is palpable. They see them we share with them the research about where we're going. And we certainly share with them probably more than we would have been shared in the past. They want to be our partners. The prize fund that they share in is obviously -- that they receive makes them a partner in the business. So they share in the upside and the growth of it. And we're engaging with them on a much more regular basis. I mean I meet with them every race we have sort of a casual meeting on a Saturday morning just to make sure, we're sort of sharing what we're doing sharing the things we're trying to do and addressing any issues that exist. So a lot of how do you make -- how do you create a better alignment is just -- is dealing with them day to day and dealing with them in a more transparent and a more collaborative way. There are obviously going to be -- always going to be tough issues we got to work through and that's true in any business. But I think we are trying to bring a fresh mindset and a fresh perspective and they all want the business to grow. And I think they -- largely I mean we're not perfect, but I think they believe we're doing a lot of the things, we shouldn’t be doing that are really adding breadth and depth and growth to the sport. So it's -- there's no magic bullet to how do you create alignment other than treat them like partners and engage with them in an honest and transparent way.

Got it. That's helpful. And one more if I could. You have time for one more?

Sure.

With leverage at the F1, the AFCO is sort of at the low end in the target. Can you talk about your view on buybacks at the F1 tracker? And whether this is something that you think could happen in the near term or not?

Well I think you're right. The restricted payments test that we have and the target leverage that we've discussed is going to start allowing us to generate free cash flow from the F1 operating business up to the Holdco. And we are looking at alternatives for that, what we might do with that capital including share repurchase. And I think I'm going to punt a little bit on that and talk more about that next week when we get to the Investor Day because we -- I think we have a little more time, we will spend there on that.

Thank you. Thanks to all of you.

Thank you. And again we look forward to seeing many of you on next week. It is Veteran's Day. Thanks for the many veterans who are on the line and have served our country. And with that operator, we'll say good afternoon or good morning.

Thanks a lot guys.

Thank you. Ladies and gentlemen this concludes today's conference call. Thank you for your participation. You may now disconnect.