RISK FACTORS.
−Removed: You should carefully consider the risks described below as well as other information included in, or incorporated by reference into this Form 10-K.
+Added: You should carefully consider the following risks as well as other information included in, or incorporated by reference into this Form 10-K.
The risk and uncertainties described below are not the only ones facing the Company;
−Removed: Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.
+Added: additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.
If any of these risks and uncertainties occur, they could adversely affect our business, financial condition, operating results, liquidity and prospects.
Risks Related to Our Business
−Removed: The impact of the COVID-19 global pandemic could materially and adversely affect our business, financial condition and results of operations.
−Removed: The impact of disruptions associated with the ongoing COVID-19 global pandemic and measures to prevent its spread and mitigate its effects both domestically and internationally, and the resulting unprecedented economic uncertainty, are affecting our business in a number of ways.
−Removed: To date, we have experienced early termination of the theatrical run of one of our films domestically and one of our films in the UK, delayed theatrical distribution of several films domestically and internationally, the delayed production of film and television content (resulting in future changes in release dates for some titles and series).
−Removed: Our partners have also closed several location-based entertainment attractions based on our film and television properties.
−Removed: We may not be able to accurately predict when theaters re-open, production resumes or if and when certain of our content will be released.
−Removed: We also may not be able to predict if current insurance will provide sufficient coverage for continued production delays, or if we will be able to obtain and/or recover insurance coverage for productions in the future if there are additional disruptions associated with COVID-19 or similar pandemics.
−Removed: Our businesses could also be impacted should the disruptions lead to changes in consumer behavior.
−Removed: The COVID-19 global pandemic could also impact our results of operations by decreasing our revenue and increasing our expenses.
−Removed: As a direct result of the COVID-19 global pandemic and the related economic disruption, including the worldwide closure of most theaters, international travel restrictions and the pausing of motion picture and television productions, during the fourth quarter of fiscal 2020 we have incurred $50.5 million in incremental costs which were expensed in the period.
−Removed: We expect to incur additional incremental costs in future periods.
−Removed: In addition to the potential direct impacts on our business, the global economy may be weakened as a result of actions taken in response to the COVID-19 global pandemic.
−Removed: To the extent that the weakened global economy impacts consumers’ ability or willingness to pay for our services, we could see our business and results of operations negatively affected.
−Removed: Conversely, television and streaming consumption around the globe has increased as well as home entertainment demand.
−Removed: STARZ has experienced an increase in viewership of its content across all platforms as well as an increase in subscribers to its OTT services, both domestically and internationally.
−Removed: This increase, however, may not be indicative of future results and growth may slow as
−Removed: governmental and other restrictions are relaxed and as a result of the current and possible long-term negative economic impact of the pandemic.
−Removed: In a number of instances, we have also been able to adapt to these new circumstances by releasing one of our theatrical films earlier on streaming platforms, completing post-production of one of our television series remotely and continuing the development of a number of our television series utilizing virtual writers’ rooms.
−Removed: These changes in the way we operate may be helpful to partially offset some of the negative impacts from the pandemic;
−Removed: however, the ultimate impact of these changes and the COVID-19 global pandemic cannot be predicted with certainty.
−Removed: We expect that the ultimate impact of these disruptions, including the extent of any adverse impact on our business, results of operations and financial condition, will depend on, among other things, the duration and spread of the pandemic, the impact of governmental regulations that have been, and may continue to be, imposed in response to the pandemic, the effectiveness of actions taken to contain or mitigate the outbreak, and global economic conditions as a result of the COVID-19 global pandemic.
−Removed: In addition, if a resurgence of the COVID-19 global pandemic occurs after the initial outbreak subsides, the impact could be exacerbated.
−Removed: All of these impacts could place limitations on our ability to execute on our business plan and materially and adversely affect our business, financial condition and results of operations.
−Removed: We continue to monitor the situation, have actively implemented policies and procedures to address the situation and mitigate any adverse impacts, and may adjust our current policies and procedures as more information and guidance become available to address the evolving situation.
−Removed: The impact of the ongoing COVID-19 global pandemic and its effects may also exacerbate other risks discussed in Item 1A.
−Removed: Risk Factors in this Annual Report, any of which could have a material effect on us.
−Removed: Accordingly, due to the evolving and uncertain nature of this situation, we are not able to estimate the full extent of the impact on our operating results, cash flows and financial position.
+Added: The impact of the COVID-19 global pandemic could continue to materially and adversely affect our business, financial condition, and results of operations.
+Added: The impacts associated with the COVID-19 global pandemic and measures to prevent its spread, and the resulting economic uncertainty, have affected our business in a number of ways.
+Added: We have experienced delays in theatrical distribution of our films (domestically and internationally) and in the production of film and television content (resulting in continued changes in future release dates for some titles and series).
+Added: While we have begun (and have, in certain instances, completed) production of a number of films and television series, and theaters have begun to reopen, we are not able to accurately predict when theaters will re-open at scale, at what level consumers will return to movie theaters, when film production will fully resume, whether productions that have resumed will be paused again, the impact of incremental costs required to adhere to new health and safety protocols, or if and when certain of our content will be released.
+Added: In addition, although STARZ has experienced an increase in viewership of its content across all platforms as well as an increase in subscribers to its OTT services, this may not be indicative of future results and growth may slow as restrictions are relaxed.
+Added: We expect that the ultimate impact of these disruptions will depend on, among other things, the duration and spread of the pandemic, the impact of governmental regulations that have been, and may continue to be, imposed in response to the pandemic, the effectiveness of actions taken to contain or mitigate the pandemic (including the availability, effectiveness and/or public acceptance of any Federal Drug Administration approved COVID-19 vaccines), responses to any resurgences, and global economic conditions related to the pandemic.
+Added: All of these impacts could place limitations on our ability to execute our business plan and materially and adversely affect our business, financial condition and results of operations.
+Added: Due to the evolving and uncertain nature of this situation, we are not able to estimate the full extent of the impact on our operating results, cash flows and financial position, particularly over the near to medium term.
We face substantial capital requirements and financial risks.
−Removed: Our business requires a substantial investment of capital.
The production, acquisition and distribution of motion picture and television content requires substantial capital.
A significant amount of time may elapse between our expenditure of funds and the receipt of revenues after release or distribution of such content.
−Removed: This may require us to fund a significant portion of our capital requirements under the Senior Credit Facilities (as defined below) or other financing sources.
−Removed: Although we reduce the risks of our production exposure through tax credit programs, government and industry programs, co-financiers and other sources, we cannot assure you that we will continue to successfully implement these arrangements or that we will not be subject to substantial financial risks relating to the production, acquisition and distribution of future motion picture and television content.
−Removed: In addition, if we increase (through internal growth or acquisition) our production slate or our production budgets, we may be required to increase overhead and/or make larger up-front payments to talent and, consequently, bear greater financial risks.
−Removed: Any of the foregoing could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: The costs of producing and marketing feature films is high and may increase in the future.
−Removed: The costs of producing and marketing feature films generally increase each year, which may make it more difficult for our films to generate a profit.
−Removed: A continuation of this trend would leave us more dependent on other media, such as packaged media, digital media, television and international markets, which revenues may not be sufficient to offset an increase in the cost of motion picture production and marketing.
−Removed: If we cannot successfully exploit these other media, it could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: Budget overruns may adversely affect our business.
−Removed: While our business model requires that we be efficient in the production of motion picture and television content, actual production costs may exceed their budgets.
−Removed: The production, completion and distribution of such content can be subject to a number of uncertainties, including delays and increased expenditures due to disruptions or events beyond our control.
+Added: Although we reduce the risks of production exposure through tax credit programs, government and industry programs, co-financiers and other sources, we cannot assure you that we will continue to successfully implement these arrangements or that we will not be subject to substantial financial risks relating to the production, acquisition and distribution of future motion picture and television content.
+Added: Additionally, the production, completion and distribution of motion picture and television content can be subject to a number of uncertainties, including delays and increased expenditures due to disruptions or events beyond our control.
As a result, if production incurs substantial budget overruns, we may have to seek additional financing or fund the overrun ourselves.
We cannot make assurances regarding the availability of such additional financing on terms acceptable to us, or that we will recoup these costs.
−Removed: For instance, increased costs incurred with respect to a particular film may result in a delayed release and the postponement to a potentially less favorable date, all of which could cause a decline in box office performance, and, thus, the overall financial success of such film.
−Removed: Budget overruns could also prevent a picture from being completed or released.
+Added: For instance, increased costs or budget overruns incurred with respect to a particular film may prevent a picture from being completed or released or may result in a delayed release and the postponement to a potentially less favorable date, all of which could cause a decline in box office performance, and, thus, the overall financial success of such film.
Any of the foregoing could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: We may incur significant write-offs if our feature films and other projects do not perform well enough to recoup costs.
+Added: We may incur significant write-offs if our projects do not perform well enough to recoup costs.
We are required to amortize capitalized production costs over the expected revenue streams as we recognize revenue from films or other projects.
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Unamortized production costs are evaluated for impairment each reporting period on a project-by-project basis.
−Removed: If estimated remaining revenue is not sufficient to recover the unamortized production costs, including because of delayed theatrical distribution of films as a result of the ongoing COVID-19 global pandemic and its effects, those costs will be written down to fair value.
−Removed: In any given quarter, if we lower our previous forecast with respect to total anticipated
−Removed: revenue from any film or other project, we may be required to accelerate amortization or record impairment charges with respect to the unamortized costs, even if we previously recorded impairment charges for such film or other project.
+Added: If estimated remaining revenue is not sufficient to recover the unamortized production costs, including because of delayed theatrical distribution of films as a result of the COVID-19 global pandemic and its effects, those costs will be written down to fair value.
+Added: In any given quarter, if we lower our previous forecast with respect to total anticipated revenue from any film or other project, we may be required to accelerate amortization or record impairment charges with respect to the unamortized costs, even if we previously recorded impairment charges for such film or other project.
Such impairment charges could adversely impact our business, operating results and financial condition.
−Removed: An impairment in the carrying value of goodwill and intangible assets could have a material adverse effect on our financial condition and results of operations.
−Removed: At March 31, 2020, the carrying value of our goodwill and indefinite-lived intangible assets was $2.8 billion and $250.0 million, respectively.
−Removed: Our indefinite-lived intangible assets consist of trade names primarily representing the estimated fair value of the Starz brand name determined in connection with the acquisition of Starz as of December 8, 2016.
−Removed: Our reporting units for purposes of goodwill impairment testing, along with their respective balances at March 31, 2020 were Motion Picture (goodwill of $394 million), Media Networks (goodwill of $2.04 billion), and each of our Television (goodwill of $309 million) and Talent Management (goodwill of $93 million) businesses, both of which are part of our Television Production segment.
−Removed: Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment each fiscal year or between the annual tests if an event occurs or circumstances change that indicates it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value.
−Removed: For fiscal 2019, due primarily to the decline in the market price of our common shares, we performed a quantitative goodwill impairment assessment for all of our reporting units.
−Removed: Our quantitative goodwill impairment analysis of our reporting units indicated that the fair value of the reporting units exceeded their respective carrying values.
−Removed: However, our Television business reporting unit was considered at risk for impairment due to relatively small changes in certain key assumptions that could cause an impairment of goodwill.
−Removed: As a result, during fiscal 2020 we monitored all of our reporting units for changes in the business environment that could impact recoverability.
−Removed: For the second quarter of fiscal 2020, due primarily to the sustained decline in the market price of our common shares, we updated our quantitative impairment assessment for three (Television, Media Networks and Motion Picture) of our reporting units.
−Removed: Based on our quantitative impairment assessment for the second quarter of fiscal 2020, we determined that there were no goodwill impairments;
−Removed: however, two of our reporting units (Television and Media Networks) were at risk for impairment due to relatively small changes in certain key assumptions that could cause an impairment of goodwill.
−Removed: For our annual goodwill impairment test for fiscal 2020, due to the decline in the market price of our common shares in the fourth quarter ended March 31, 2020, which was significantly impacted by the economic uncertainty and market volatility resulting from the COVID-19 global pandemic, we updated our quantitative impairment assessment for all of our reporting units as of March 31, 2020.
−Removed: Based on our annual quantitative impairment assessment for fiscal 2020, we determined that two of our reporting units (Television and Media Networks) were at risk for impairment.
−Removed: The recoverability of goodwill is dependent upon the continued growth of revenue and cash flows from our business activities.
−Removed: Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of our reporting units may include the duration of the COVID-19 global pandemic and its impact on the global economy and the creation and consumption of our content;
−Removed: adverse macroeconomic conditions;
−Removed: volatility in the equity and debt markets which could result in higher weighted-average cost of capital;
−Removed: the commercial success of our television programming and our motion pictures;
−Removed: our continual contractual relationships with our customers, including our affiliate agreements of our Media Networks business;
−Removed: our subscriber growth rates domestically and internationally across our traditional and OTT platforms and changes in consumer behavior.
−Removed: While historical performance and current expectations have resulted in fair values of our reporting units in excess of carrying values, if our assumptions used in our assessments are not realized, it is possible that an impairment charge may need to be recorded in the future, which could have a material adverse effect on our financial condition and results of operations.
−Removed: At March 31, 2020, the carrying value of our finite-lived intangible assets was approximately $1.47 billion .
−Removed: Our finite-lived intangible assets primarily relate to customer relationships associated with U.S.
−Removed: MVPDs, including cable operators, satellite television providers and telecommunications companies (“Traditional Affiliate”), and the carrying value reflects the estimated fair value of these customer relationships determined in connection with the acquisition of Starz on December 8, 2016, net of amortization recorded since the date of the Starz acquisition.
−Removed: Identifiable intangible assets with finite lives are amortized to depreciation and amortization expense over their estimated useful lives, ranging from 5 to 17 years.
−Removed: Through the first quarter of fiscal 2020, we amortized our Traditional Affiliate customer relationships discussed above on a straight-line basis over 17 years.
−Removed: Our finite-lived intangible assets are tested for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of the asset may not be recoverable.
−Removed: If a triggering event has occurred, an impairment analysis is required.
−Removed: The impairment test first requires a
−Removed: comparison of undiscounted future cash flows expected to be generated over the useful life of an asset to the carrying value of the asset.
−Removed: The impairment test is performed at the lowest level of cash flows associated with the asset.
−Removed: If the carrying value of the asset exceeds the undiscounted future cash flows, the asset would not be deemed to be recoverable.
−Removed: Impairment would then be measured as the excess of the asset’s carrying value over its fair value.
−Removed: Due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, during the second quarter of the fiscal year ended March 31, 2020, we determined it was appropriate to change the pattern of amortization of our Traditional Affiliate customer relationship intangible asset (i.e., a finite-lived intangible asset).
−Removed: Accordingly, beginning in the second quarter of the fiscal year ended March 31, 2020, the Company has adopted an amortization method that reflects amortization in the proportion that current period revenues bear to management’s estimate of future revenue over the remaining estimated useful life of the asset.
−Removed: This method results in greater amortization in the earlier years of the estimated useful life of the asset than the latter years.
−Removed: During the fiscal year ended March 31, 2020, due to industry factors discussed in the preceding paragraph and the economic uncertainty from the COVID-19 global pandemic, we performed an impairment analysis of our amortizable intangible assets, as described above.
−Removed: The impairment analysis requires a comparison of undiscounted future cash flows expected to be generated over the useful life of an asset to the carrying value of the asset.
−Removed: Based on our impairment analysis, the estimated undiscounted cash flows exceeded the carrying amount of the assets and therefore no impairment charge was required.
−Removed: Should the revenues from our Traditional Affiliate relationships decline more than the assumed attrition rates used in our current estimates, either as a result of decreases in subscriber rates or changes of the terms of our renewals of our Traditional Affiliate contracts, we may have indicators of impairment which could result in an impairment of our customer relationships intangible assets, or we may need to further shorten the useful life or adopt a more accelerated method of amortization.
−Removed: Both of these occurrences would increase the amount of amortization expense we record, which could have a material adverse effect on our financial condition and results of operations.
−Removed: For further discussion, see Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Policies .
−Removed: Changes in our business strategy, plans for growth or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses.
+Added: Changes in our business strategy, plans for growth or restructuring may increase our costs or otherwise affect our profitability.
As changes in our business environment occur, we may adjust our business strategies to meet these changes, which may include growing a particular area of business or restructuring a particular business or asset.
−Removed: In addition, external events including changing technology, changing consumer patterns, acceptance of our theatrical and television offerings and changes in macroeconomic condition, including the volatility and uncertainty in financial markets as a result of the ongoing COVID-19 global pandemic and its effects, may impair the value of our assets.
−Removed: When these changes or events occur, we may incur costs to change our business strategy and may need to write down the value of assets.
−Removed: We may also make investments in existing or new businesses, including investments in the international expansion of our business and in new business lines.
−Removed: Such investments have and continue to be made in our Global Live, Interactive and Location Based Entertainment and our direct-to-consumer and licensed offerings (specifically, the international rollout of our STARZPLAY service).
−Removed: Some of these investments may have short-term returns that are negative or low and the ultimate prospects of the businesses may be uncertain, or, in international markets, may not develop at a rate that supports our level of investment.
+Added: In addition, external events including changing technology, changing consumer patterns, acceptance of our theatrical and television offerings and changes in macroeconomic condition, including the volatility and uncertainty in financial markets as a result of the COVID-19 global pandemic, may impair the value of our assets.
+Added: When these occur, we may incur costs to change our business strategy and may need to write down the value of assets.
+Added: We may also make investments in existing or new businesses, including investments in the international expansion of our business and in new business lines (e.g., our direct-to-consumer and licensed offerings (specifically, the international rollout of STARZPLAY)).
+Added: Some of these investments may have negative or low short-term returns and the ultimate prospects of the businesses may be uncertain or, in international markets, may not develop at a rate that supports our level of investment.
In any of these events, our costs may increase, we may have significant charges associated with the write-down of assets, or returns on new investments may be lower than prior to the change in strategy, plans for growth or restructuring.
−Removed: We have entered into output licensing agreements that require Starz to make substantial payments.
−Removed: Starz has an output licensing agreement with Sony to acquire theatrical releases that will expire on December 31, 2021.
−Removed: Starz is required to pay Sony for films released at rates calculated on a pricing grid that is based on each film’s domestic box office performance (subject to maximum amounts payable per film and a cap on the number of films that can be put to Starz each year), and the amounts payable pursuant to such agreement will be substantial.
−Removed: We believe that the theatrical performance of the films Starz will receive under the agreements will perform at levels consistent with the performance of films Starz has received from Sony in the past.
−Removed: We also assume a certain number of annual releases of first run films by Sony’s studios consistent with the number Starz received in prior years.
−Removed: Should the films perform at higher levels across the slate of films Starz receives or the quantity of films increase, then our payment obligations would increase and would have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
Our revenues and results of operations may fluctuate significantly.
−Removed: Our results of operations are difficult to predict and depend on a variety of factors .
Our results of operations depend significantly upon the commercial success of the motion picture, television and other content that we sell, license or distribute, which cannot be predicted with certainty.
In particular, the underperformance at the box office of one or more motion pictures in any period may cause our revenue and earnings results for that period (and potentially, subsequent periods) to be less than anticipated, in some instances, to a significant extent.
−Removed: Additionally and as stated previously, we have experienced early termination of the theatrical run of one of our films domestically and one of our films in the UK, delayed theatrical distribution of several films domestically and internationally and delayed production of film and television content due to the ongoing COVID-19 global pandemic and its effects.
Accordingly, our results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future periods.
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Our operating results may increase or decrease during a particular period or fiscal year due to differences in the number and/or mix of films released compared to the corresponding period in the prior fiscal year.
−Removed: Low ratings for television programming produced by us may lead to the cancellation of a program and can negatively affect future license fees for the cancelled program.
+Added: Moreover, low ratings for television programming produced by us may lead to the cancellation of a program and can negatively affect future license fees for the cancelled program.
If we decide to no longer air programming due to low ratings or other factors, we could incur significant programming impairments, which could have a material adverse effect on our results of operations in a given period.
−Removed: Moreover, our results of operations may be impacted by the success of all of our theatrical releases, including critically acclaimed and award winning films.
−Removed: We cannot assure you that we will manage the production, acquisition and distribution of all future motion pictures successfully including critically acclaimed, award winning and/or commercially popular films or that we will produce or acquire motion pictures that will receive critical acclaim or perform well commercially.
−Removed: Any inability to achieve such commercial success could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: Our operating results also fluctuate due to our accounting practices (which are standard for the industry) which may cause us to recognize the production and marketing expenses in different periods than the recognition of related revenues, which may occur in later periods.
−Removed: For example, in accordance with generally accepted accounting principles and industry practice, we are required to expense film advertising costs as incurred, but are also required to recognize the revenue from any motion picture or television program over the entire revenue stream expected to be generated by the individual picture or television program.
−Removed: In addition, we amortize film and television programming costs using the “individual-film-forecast” method.
−Removed: Under this accounting method, we amortize film and television programming costs for each film or television program based on the following ratio:
−Removed: Revenue earned by title in the current year-to-date period
−Removed: Estimated total future revenues by title as of the beginning of the year
−Removed: We regularly review, and revise when necessary, our total revenue estimates on a title-by-title basis.
−Removed: This review may result in a change in the rate of amortization and/or a write-down of the film or television asset to its estimated fair value.
−Removed: Results of operations in future years depend upon our amortization of our film and television costs.
−Removed: Periodic adjustments in amortization rates may significantly affect these results.
In addition, the comparability of our results may be affected by changes in accounting guidance or changes in our ownership of certain assets and businesses.
Accordingly, our results of operations from year to year may not be directly comparable to prior reporting periods.
−Removed: As a result of the foregoing and other factors, our results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future period.
We do not have long-term arrangements with many of our production or co-financing partners.
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Moreover, we generally have certain derivative rights that provide us with distribution rights to, for example, prequels, sequels and remakes of certain content we produce, acquire or distribute.
−Removed: However, there is no guarantee that we will produce, acquire or distribute future content by any creative producer or co-financing partner, and a failure to do so could adversely affect our business, financial condition, operating results, liquidity and prospects.
−Removed: We rely on a few major retailers and distributors and the loss of any of those retailers or distributors could reduce our revenues and operating results.
+Added: There is no guarantee that we will produce, acquire or distribute future content by any creative producer or co-financing partner, and a failure to do so could adversely affect our business, financial condition, operating results, liquidity and prospects.
+Added: We rely on a few major retailers and distributors and the loss of any of those could reduce our revenues and operating results.
A small number of other retailers and distributors account for a material percentage of our revenues.
We do not have long-term agreements with retailers.
−Removed: We cannot assure you that we will continue to maintain favorable relationships with our retailers and distributors or that they will not be adversely affected by economic conditions, including as a result of the ongoing COVID-19 global pandemic and its effects.
−Removed: If any of these retailers or distributors reduces or cancels a significant order or becomes bankrupt, it could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
+Added: We cannot assure you that we will continue to maintain favorable relationships with our retailers and distributors or that they will not be adversely affected by economic conditions, including as a result of the COVID-19 global pandemic and its effects.
We depend on distributors that carry our STARZ programming, and no assurance can be given that we will be able to maintain and renew these affiliation agreements on favorable terms or at all.
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We may also be unable to successfully negotiate affiliation agreements with new distributors to carry our programming.
−Removed: The failure to renew affiliation agreements on acceptable terms, or the failure to negotiate new affiliation agreements at all, in each case covering a material portion of multichannel television households, could result in a discontinuation of carriage, or could otherwise materially adversely affect our subscriber growth, revenue and earnings which could materially adversely affect our business, financial condition, operating results, liquidity and prospects.
+Added: The failure to renew affiliation agreements on acceptable terms, or the failure to negotiate new affiliation agreements at all, in each case covering a material portion of households, could result in a discontinuation of carriage, or could otherwise materially adversely affect our subscriber growth, revenue and earnings which could materially adversely affect our business, financial condition, operating results, liquidity and prospects.
Moreover, given the limited number of global partners, the loss of one more of STARZ global partners could materially adversely affect our international business, operating results, and growth prospects.
−Removed: In some cases, if a distributor is acquired, the affiliation agreement of the acquiring distributor will govern following the acquisition.
−Removed: In those circumstances, the acquisition of a distributor that is party to affiliation agreements with us that are more favorable to us may adversely impact our business, financial condition, operating results, liquidity and prospects.
Increasing rates paid by distributors to other programmers may result in increased rates charged to their subscribers for their services, making it more costly for subscribers to purchase our STARZ services.
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The rates that subscribers pay for programming from distributors continue to increase each year and these increases may impact our ability, as a premium subscription video provider, to increase or even maintain our subscriber levels and may adversely impact our revenue and earnings which could have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: We depend on distributors to market Starz’s networks and other services, the lack of which may result in reduced customer demand.
−Removed: At times, certain of our distributors do not allow us to participate in cooperative marketing campaigns to market Starz’s networks and services.
−Removed: Our inability to participate in the marketing of our networks and other services may put us at a competitive disadvantage.
−Removed: Also, our distributors are often focused more on marketing their bundled service offerings (video, Internet and telephone) than premium video services.
−Removed: If our distributors do not sign up new subscribers to our networks, we may lose subscribers which would have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: We must respond successfully to ongoing changes in the U.S.
−Removed: television industry and consumer viewing patterns to remain competitive.
−Removed: We derive revenues and profits from our Starz networks and the production and licensing of television programming to broadcast and cable networks and other premium pay television services.
−Removed: television industry is continuing to evolve rapidly, with developments in technology leading to new methods for the distribution of video content and changes in when, where and how audiences consume video content.
−Removed: These changes pose risks to the traditional U.S.
−Removed: television industry including the disruption of the traditional television content distribution model by OTT services, which are increasing in number and some of which have significant and growing subscriber/user bases.
−Removed: Over the past few years, the number of subscribers to traditional services in the U.S.
−Removed: has declined each year.
−Removed: Developments in technology and new content delivery products and services have also led to an increasing amount of video content that is available through OTT services and consumers spending an increased amount of time viewing such content, as well as changes in consumers’ expectations regarding the availability and packaging of video content, their willingness to pay for access to such content, their perception of what quality entertainment is and how much it should cost, and the ease for a consumer to unsubscribe or switch.
−Removed: We are engaged in efforts to respond to and mitigate the risks from these changes, including launching the Starz service on these OTT services and on a direct-to-consumer basis and making the STARZ service available on an authenticated basis via our app as an additional benefit to paying traditional subscribers of our premium
−Removed: Growth in OTT service subscribers may be slower than the decline of service subscribers on traditional services in the U.S., and we may incur significant costs to implement our strategy and initiatives, and if we are not successful, our competitive position, businesses and results of operations could be adversely affected.
−Removed: Our revenues and results of operations are vulnerable to currency fluctuations.
−Removed: We report our revenues and results of operations in U.S.
−Removed: dollars, but a portion of our revenue is earned outside of the U.S.
−Removed: Our currency exposure is primarily between Canadian dollars, British pound sterling, Euros and U.S.
−Removed: We cannot accurately predict the impact of future exchange rate fluctuations on revenues and operating margins.
−Removed: Moreover, we may experience currency exposure on distribution and production revenues and expenses from foreign countries.
−Removed: This could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: The directional guidance we provide from time to time is subject to several factors that we may not be successful in achieving.
−Removed: From time to time, we provide directional guidance for certain financial periods which depends on a number of factors that we may not be successful in achieving, including, but not limited to, the timing and commercial success of content that we distribute, which cannot be accurately predicted.
−Removed: In particular, underperformance at the box office of one or more motion pictures in any period (including because of early termination or even delayed theatrical distribution as a result of the ongoing COVID-19 global pandemic and its effects), may cause our revenue and earnings results for that period (and potentially, subsequent periods) to be less than anticipated, in some instances significantly.
−Removed: Accordingly, our results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for future periods.
−Removed: Management prepares directional guidance on the basis of available information at such time, and believes such estimates are prepared on a reasonable basis.
−Removed: However, such estimates should not be relied on as necessarily indicative of our actual financial results.
−Removed: Our inability to achieve directional guidance could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: A significant portion of our library revenues comes from a small number of titles, a portion of which we may be limited in our ability to exploit.
+Added: A significant portion of our library revenues comes from a small number of titles.
We depend on a limited number of titles in any given fiscal quarter for the majority of the revenues generated by our library.
In addition, many of the titles in our library are not presently distributed and generate substantially no revenue.
−Removed: Additionally, our rights to the titles in our library vary;
−Removed: in some cases, we have only the right to distribute titles in certain media and territories for a limited term.
+Added: Moreover, our rights to the titles in our library vary;
+Added: in some cases, we only hold the right to distribute titles in certain media and territories for a limited term.
If we cannot acquire new product and the rights to popular titles through production, distribution agreements, acquisitions, mergers, joint ventures or other strategic alliances, or renew expiring rights to titles generating a significant portion of our revenue on acceptable terms, any such failure could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: Failure to manage future growth may adversely affect our business.
−Removed: We are subject to risks associated with possible acquisitions, business combinations, or joint ventures.
+Added: We are subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures.
From time to time, we engage in discussions and activities with respect to possible acquisitions, sale of assets, business combinations, or joint ventures intended to complement or expand our business.
−Removed: We may not realize the anticipated benefit from any of the transactions we pursue.
−Removed: Regardless of whether we consummate any such transaction, the negotiation of a potential transaction and the integration of the acquired business could require us to incur significant costs and cause diversion of management's time and resources.
−Removed: Any such transaction could also result in impairment of goodwill and other intangibles, development write-offs and other related expenses.
−Removed: Such transaction may pose challenges in the consolidation and integration of information technology, accounting systems, personnel and operations.
−Removed: We may also have difficulty managing the combined entity in the short term if we experience a significant loss of management personnel during the transition period after a significant acquisition.
+Added: However, we may not realize the anticipated benefit from the transactions we pursue;
+Added: there may be liabilities assumed that we did not discover or that we underestimated in the course of performing our due diligence;
+Added: the negotiation of the transaction and the integration of the acquired business could require us to incur significant costs and cause diversion of management's time and resources;
+Added: the transaction could result in impairment of goodwill and other intangibles, development write-offs and other related expenses;
+Added: the transaction may pose challenges in the consolidation and integration of information technology, accounting systems, personnel and operations;
+Added: and we may have difficulty managing the combined entity in the short term if we experience a significant loss of management personnel during the transition period after a significant acquisition.
No assurance can be given that expansion or acquisition opportunities will be successful, completed on time, or that we will realize expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
Any of the foregoing could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: We may seek claims against a seller for claims against us relating to any acquisition or business combination that the seller may not indemnify us for or that may exceed the seller's indemnification obligations.
−Removed: There may be liabilities assumed in any acquisition or business combination that we did not discover or that we underestimated in the course of performing our due diligence.
−Removed: Although a seller generally will have indemnification obligations to us under an acquisition or merger agreement, these obligations usually will be subject to financial limitations, such as deductibles and maximum recovery amounts, as well as time limitations.
−Removed: We cannot assure you that our right to indemnification from any seller will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any undiscovered or underestimated liabilities that we may incur.
−Removed: Any such liabilities could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: We may not be able to obtain additional funding to meet our requirements.
−Removed: Our ability to grow through acquisitions, business combinations and joint ventures, to maintain and expand our development, production and distribution of motion pictures and television content, and to fund our operating expenses depends upon our ability to obtain funds through equity financing, debt financing (including credit facilities) or the sale or syndication of some or all of our interests in certain projects or other assets or businesses.
−Removed: If we do not have access to such financing arrangements, and if other funds do not become available on terms acceptable to us, there could be a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: Further, concerns over the COVID-19 global pandemic has caused extreme volatility in financial and other capital markets and impacted the ability to access capital on favorable terms.
−Removed: As a result of the impacts of the COVID-19 global pandemic, we may be required to raise additional capital and such additional debt financing may not be available on commercially reasonable terms, if at all.
−Removed: Our dispositions may not aid our future growth.
If we determine to sell individual properties, libraries or other assets or businesses, we will benefit from the net proceeds realized from such sales.
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Furthermore, our future growth may be inhibited if the disposed asset contributed in a significant way to the diversification of our business platform.
−Removed: Limitations on control of joint ventures may adversely impact our operations.
−Removed: We hold our interests in certain businesses as a joint venture or in partnership with non-affiliated third parties.
−Removed: As a result of such arrangements, we may be unable to control the operations, strategies and financial decisions of such joint venture or partnership entities which could, in turn, result in limitations on our ability to implement strategies that we may favor and may limit our ability to transfer our interests.
−Removed: Consequently, any losses experienced by these entities could adversely impact our results of operations and the value of our investment.
Our success depends on attracting and retaining key personnel.
−Removed: Our success depends upon the continued efforts, abilities and expertise of our executive teams and other key employees, including production, creative and technical personnel.
−Removed: Our success also depends on our ability to identify, attract, hire, train and retain such personnel.
+Added: Our success depends upon the continued efforts, abilities and expertise of our executive teams and other key employees, including production, creative and technical personnel, including, in turn, on our ability to identify, attract, hire, train and retain such personnel.
We have entered into employment agreements with top executive officers and production executives but do not currently have significant “key person” life insurance policies for any employee.
Although it is standard in the industry to rely on employment agreements as a method of retaining the services of key employees, these agreements cannot assure us of the continued services of such employees.
−Removed: In addition, competition for the limited number of business, production and creative personnel necessary to create and distribute our entertainment content is intense and may grow in the future.
We cannot assure you that we will be successful in identifying, attracting, hiring, training and retaining such personnel in the future, and our inability to do so could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
Our success depends on external factors in the motion picture and television industry.
−Removed: Our success depends on the commercial success of motion pictures and television programming, which is unpredictable.
−Removed: Generally, the popularity of our programs depends on many factors, including the critical acclaim they receive, the format of their initial release, their talent, their genre and their specific subject matter, audience reaction, the quality and acceptance of motion pictures or television content that our competitors release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change.
−Removed: We cannot predict the future effects of these factors with certainty.
+Added: Generally, the popularity of our programs depends on many factors, including the critical acclaim they receive, the format of their initial release, their talent, their genre and their specific subject matter, audience reaction, the quality and acceptance of content that our competitors release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change.
In addition, because a performance in ancillary markets, such as home video and pay and free television, is often directly related to its box office performance or television ratings, poor box office results or poor television ratings may negatively affect future revenue streams.
Our success will depend on the experience and judgment of our management to select and develop new investment and production opportunities.
−Removed: We cannot assure you that our motion pictures and television programing will obtain favorable reviews or ratings, that our motion pictures will perform well at the box office or in ancillary markets, or that broadcasters will license the rights to broadcast any of our television programs in development or renew licenses to broadcast programs in our library.
−Removed: Additionally, we cannot assure you that any original programming content will appeal to our distributors and subscribers.
−Removed: The failure to achieve any of the foregoing could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: Our business depends on the appeal of our content to distributors and subscribers, which is difficult to predict.
−Removed: Our business depends in part upon viewer preferences and audience acceptance of Starz’s network programming.
−Removed: These factors are difficult to
−Removed: predict and are subject to influences beyond our control, such as the quality and appeal of competing programming, general economic conditions and the availability of other entertainment activities.
+Added: Our business also depends in part upon viewer preferences and audience acceptance of STARZ’s network programming.
+Added: These factors are difficult to predict and are subject to influences beyond our control, such as the quality and appeal of competing programming, general economic conditions and the availability of other entertainment activities.
We may not be able to anticipate and react effectively to shifts in tastes and interests in markets.
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In addition, our competitors may have more flexible programming arrangements, as well as greater amounts of available content, distribution and capital resources and may be able to react more quickly than we can to shifts in tastes and interests.
−Removed: To an increasing extent, the success of our business depends on exclusive original programming and our ability to accurately predict how audiences will respond to our original programming.
+Added: To an increasing extent, the success of our business, including STARZ, depends on exclusive original programming and our ability to accurately predict how audiences will respond to our original programming.
We must invest substantial amounts in the production and marketing of our original programming before we learn whether such content will reach anticipated audience acceptance levels.
Because original programming often involves a greater degree of financial commitment, as compared to acquired programming that we license from third parties, and because our branding strategies depend significantly on a relatively small number of original series, a failure to anticipate viewer preferences for such series could be especially detrimental to our business.
−Removed: In addition, theatrical feature films constitute a significant portion of the programming on our Starz networks.
−Removed: In general, the popularity of feature-film content on linear television is declining, due in part to the broad availability of such content through an increasing number of distribution platforms prior to our linear window.
−Removed: Should the popularity of feature-film programming suffer significant further declines, Starz may lose subscribership or be forced to rely more heavily on original programming, which could increase our costs.
−Removed: If Starz’s programming does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of Starz’s programming, we may have a diminished negotiating position when dealing with distributors, which could reduce our revenue and earnings.
−Removed: We cannot ensure that we will be able to maintain the success of any of Starz’s current programming, or generate sufficient demand and market acceptance for Starz’s new original programming.
−Removed: This could materially adversely impact our business, financial condition, operating results, liquidity and prospects.
−Removed: Starz’s success depends upon the availability of programming that is adequate in quantity and quality at a reasonable cost, and we may be unable to secure or maintain such programming.
−Removed: Starz’s success depends upon the availability of quality programming, particularly original programming and films that is suitable for its target markets.
−Removed: While we produce some of Starz’s original programming, we obtain most of Starz’s programming (including some of Starz’s original series, films and other acquired programming) through agreements with third parties that have produced or control the rights to such programming.
−Removed: These agreements expire at varying times and may be terminated by the other party if we are not in compliance with their terms.
−Removed: We compete with other programming services, including cable programming, national broadcast television, local broadcast television stations and SVOD to secure desired programming, the competition for which has increased as the number of programming services has increased.
+Added: We compete with other programming services, including cable programming, national broadcast television, local broadcast television stations and digital services to secure desired programming, the competition for which has increased as the number of programming services has increased.
Increased competition may drive up talent and production costs and may force some programming services to commit to straight-to-series orders for programming instead of a pilot order.
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Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.
−Removed: We cannot assure you that we will ultimately be successful in negotiating renewals of Starz’s programming rights agreements or in negotiating adequate substitute agreements.
−Removed: In the event that these agreements expire or are terminated and are not replaced by programming content, including additional original programming, acceptable to Starz’s distributors and subscribers, it would have a materially adverse impact on our business, financial condition, operating results, liquidity and prospects.
Global economic turmoil and regional economic conditions in the U.S.
could adversely affect our business.
−Removed: Global economic turmoil, such as that being created by the ongoing COVID-19 global pandemic and its effects, may cause a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, levels of intervention from the U.S.
+Added: Global economic turmoil, such as that being created by the COVID-19 global pandemic and its effects, may cause a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, levels of intervention from the U.S.
federal government and other foreign governments, decreased consumer confidence, overall slower economic activity and extreme volatility in credit, equity and fixed income markets.
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In addition, an increase in price levels generally could result in a shift in consumer demand away from the entertainment we offer, which could also adversely affect our revenues and, at the same time, increase our costs.
−Removed: For instance, lower household income and decreases
−Removed: consumer discretionary spending, which is sensitive to general economic conditions, may affect cable television and other video service subscriptions, in particular with respect to digital programming packages on which our networks are typically carried and premium video programming packages and premium a la carte services on which our networks are typically carried.
+Added: For instance, lower household income and decreases in U.S.
+Added: consumer discretionary spending, which is sensitive to general economic conditions, may affect cable television and other video service subscriptions, in particular with respect to digital programming
+Added: packages, premium video programming packages and premium a la carte services on which our networks are typically carried.
A reduction in spending may cause a decrease in subscribers to our networks, which could have a materially adverse impact on our business, financial condition, operating results, liquidity and prospects.
Moreover, financial institution failures may cause us to incur increased expenses or make it more difficult to finance any future acquisitions, or engage in other financing activities.
−Removed: It is likely that the current outbreak or continued spread of COVID-19 will cause a global recession, which will further adversely affect our business, and such adverse effects may be material.
−Removed: In addition, the magnitude, duration and speed of the global pandemic is uncertain.
−Removed: We cannot guarantee that we will recover as rapidly as other industries, or that we will recover as rapidly as others within the industry.
−Removed: As a consequence, we cannot estimate the impact on our business, financial condition or near or longer-term financial or operational results with certainty.
We could be adversely affected by strikes or other union job actions.
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Business interruptions could adversely affect our operations.
−Removed: Our operations are vulnerable to outages and interruptions due to fire, floods, power loss, telecommunications failures, pandemics such as COVID-19 and similar events beyond our control.
+Added: Our operations are vulnerable to outages and interruptions due to fire, floods, power loss, telecommunications failures, pandemics such as the COVID-19 global pandemic, and similar events beyond our control.
Our headquarters are located in Southern California, which is subject to earthquakes.
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A long-term power outage, however, could disrupt our operations.
−Removed: We have also experienced a disruption to our business as a result of the COVID-19 global pandemic which has suspended production of our programming.
+Added: We also experienced a disruption to our business as a result of the COVID-19 global pandemic, which, in certain instances, suspended production of our programming.
Although we currently carry business interruption insurance for potential losses (including earthquake-related losses), there can be no assurance that such insurance will be sufficient to compensate us for losses that may occur or that such insurance may continue to be available on affordable terms.
Any losses or damages incurred by us could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
+Added: STARZ’s programming is transmitted from STARZ’s uplink center in Englewood, Colorado.
+Added: STARZ uses this center for a variety of purposes, including signal processing, satellite uplinking, program editing, on-air promotions, creation of programming segments (i.e., interstitials) to fill short gaps between featured programs, quality control and live and recorded playback.
+Added: STARZ’s uplink center is equipped with backup generator power and other redundancies.
+Added: However, like other facilities, this facility is subject to interruption from fire, lightning, adverse weather conditions and other natural causes.
+Added: Equipment failure, employee misconduct or outside interference could also disrupt the facility’s services.
+Added: STARZ has made arrangements at a third-party facility to uplink STARZ’s linear channels and services to STARZ’s satellites in the event STARZ is unable to do so from this facility.
+Added: Additionally, STARZ has direct fiber connectivity to certain of STARZ’s distributors, which would allow continuous operation with respect to a significant segment of STARZ’s subscriber base in the event of a satellite transmission interruption.
+Added: Notwithstanding these precautions, any significant or prolonged interruption of operations at STARZ’s facility, and any failure by STARZ’s third-party facility to perform as intended, would have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
+Added: In addition, our success in the U.S.
+Added: is dependent upon our continued ability to transmit STARZ’s programming to distributors through STARZ’s satellite uplink facility.
+Added: STARZ has entered into long-term satellite transponder leases that expire in 2023 for carriage of the STARZ networks’ programming.
+Added: These leases provide for replacement transponders and/or replacement satellites, as applicable, throughout the term of the leases to ensure continued carriage of STARZ programming in the event of transponder or satellite failures.
+Added: Termination or interruption of satellite transmissions may occur and could have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
+Added: Despite STARZ’s efforts to secure transponder capacity with long-term satellite transponder leases, there is a risk that when these leases expire, we may not be able to secure capacity on a transponder on the same or similar terms, if at all.
We face substantial competition in all aspects of our business.
−Removed: We are smaller and less diversified than many of our competitors.
−Removed: Unlike us, an independent distributor and producer, most of the major U.S.
+Added: We are an independent distributor and producer.
+Added: Most of the major U.S.
studios are part of large diversified corporate groups with a variety of other operations that can provide both the means of distributing their products and stable sources of earnings that may allow them to better offset fluctuations in the financial performance of their motion picture and television operations.
−Removed: The major studios also have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production.
−Removed: These resources may also give them an advantage in acquiring other businesses or assets, including film libraries, that we might also be interested in acquiring.
−Removed: The motion picture industry is highly competitive.
−Removed: The number of motion pictures released by our competitors may create an oversupply of product in the market, reduce our share of box office receipts and make it more difficult for our films to succeed commercially.
−Removed: The limited supply of motion picture screens compounds this product oversupply problem, which may be most pronounced during peak release times such as holidays, when theater attendance is expected to be highest.
−Removed: As a result of changes in the theatrical exhibition industry, including reorganizations and consolidations, and major studio releases occupying more screens, the number of screens available to us when we want to release a picture may decrease.
−Removed: If the number of motion picture screens decreases, box office receipts, and the correlating future revenue streams, such as from home entertainment and pay and free television, of our motion pictures may also decrease.
−Removed: Moreover, we cannot guarantee that we can release all of our films when they are otherwise scheduled due to production or other delays, or a change in the schedule of a major studio.
−Removed: Any such change could adversely impact a film's financial performance.
−Removed: In addition, if we cannot change our schedule after such a change by a major studio because we are too close to the release date, the major studio's release and its typically larger promotion budget may adversely impact the financial performance of our film.
−Removed: The home entertainment industry is highly competitive.
−Removed: We compete with all of the major U.S.
−Removed: studios which distribute their theatrical, television and titles acquired from third parties on DVDs/Blu-ray discs and other media and have marketing budgets greater than ours.
−Removed: We not only compete for ultimate consumer sales, but also with these parties and independent home entertainment distributors for location and shelf space placement at retailers and other distributors.
−Removed: The quality and quantity of titles as well as
−Removed: the quality of our marketing programs determines how much shelf space we are able to garner at any given time as retailers and other distributors look to maximize sales.
−Removed: We also compete with U.S.
−Removed: studios and other distributors that may have certain competitive advantages over us to acquire the rights to sell or rent DVDs/Blu-ray discs and other media.
−Removed: Our ability to license and produce quality content in sufficient quantities has a direct impact on our ability to acquire shelf space at retail locations and on websites.
−Removed: In addition, certain of our content is obtained through agreements with other parties that have produced or own the rights to such content, while other U.S studios may produce most of the content they distribute.
−Removed: Our DVDs/Blu-ray discs sales and other media sales are also impacted by myriad choices consumers have to view entertainment content, including over-the-air broadcast television, cable television networks, online services, mobile services, radio, print media, motion picture theaters and other sources of information and entertainment.
−Removed: The increasing availability of content from these varying media outlets may reduce our ability to sell DVDs/ Blu-ray discs and other media in the future, particularly during difficult economic conditions.
−Removed: We are subject to intense competition for marketing and carriage of our Starz networks.
The subscription video programming industry is highly competitive.
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We face intense competition from other providers of programming networks for the right to be carried by a particular distributor and for the right to be carried by such distributor on a particular “tier” or in a particular “package” of service.
−Removed: Certain programming networks affiliated with broadcast networks like ABC, CBS, Fox or NBC or other programming networks affiliated with sports and certain general entertainment networks with strong viewer ratings have a competitive advantage over our networks in obtaining distribution through the “bundling” of carriage agreements for such programming networks with a distributor’s right to carry the affiliated broadcasting network.
+Added: Certain programming networks affiliated with broadcast networks like ABC, CBS, Fox or NBC or other programming networks affiliated with sports and
+Added: certain general entertainment networks with strong viewer ratings, have a competitive advantage over our networks in obtaining distribution through the “bundling” of carriage agreements for such programming networks with a distributor’s right to carry the affiliated broadcasting network.
The inability of our programming networks to be carried by one or more distributors, or the inability of our programming networks to be placed on a particular tier or programming package could have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: We must successfully respond to rapid technological changes and alternative forms of delivery or storage to remain competitive.
+Added: We must successfully respond to technological changes and alternative forms of delivery or storage to remain competitive.
The entertainment industry continues to undergo significant developments as advances in technologies and new methods of product delivery and storage (including the emergence of alternative distribution platforms), and certain changes in consumer behavior driven by these developments emerge.
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We and our distributors must adapt our businesses to shifting patterns of content consumption and changing consumer behavior and preferences through the adoption and exploitation of new technologies.
−Removed: For instance, such changes may impact the revenue we are able to generate from traditional distribution methods by decreasing the viewership of our networks on systems of cable operators, satellite television providers and telecommunication companies, or by decreasing the number of households subscribing to services offered by those distributors.
If we cannot successfully exploit these and other emerging technologies, our appeal to targeted audiences might decline which could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: Any extended inability to transmit Starz’s programming via satellite would result in lost revenue and could result in lost subscribers .
−Removed: Our success is in the U.S.
−Removed: dependent upon our continued ability to transmit Starz’s programming to distributors through Starz’s satellite uplink facility.
−Removed: Starz has entered into long-term satellite transponder leases that expire in 2023 for carriage of the Starz networks’ programming.
−Removed: These leases provide for replacement transponders and/or replacement satellites, as applicable, throughout the term of the leases to ensure continued carriage of Starz programming in the event of transponder or satellite failures.
−Removed: Although we believe that we take reasonable and customary measures to ensure continued satellite transmission capability, termination or interruption of satellite transmissions may occur and could have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: Despite Starz’s efforts to secure transponder capacity with long-term satellite transponder leases, there is a risk that when these leases expire, we may not be able to secure capacity on a transponder on the same or similar terms, if at all.
−Removed: This may result in an inability to transmit content and could result in significant lost revenue and lost subscribers and would have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
−Removed: If Starz’s technology facilities fail or their operations are disrupted, our business also could be damaged.
−Removed: Starz’s programming is transmitted from Starz’s uplink center in Englewood, Colorado.
−Removed: Starz uses this center for a variety of purposes, including signal processing, satellite uplinking, program editing, on-air promotions, creation of programming segments (i.e., interstitials) to fill short gaps between featured programs, quality control and live and recorded playback.
−Removed: Starz’s uplink center is equipped with backup generator power and other redundancies.
−Removed: However, like other facilities, this facility is subject to interruption from fire, lightning, adverse weather conditions and other natural causes.
−Removed: Equipment failure, employee misconduct or outside interference could also disrupt the facility’s services.
−Removed: Starz has made arrangements at a third-party facility to uplink Starz’s linear channels and services to Starz’s satellites in the event Starz is unable to do so from this facility.
−Removed: Additionally, Starz has direct fiber connectivity to certain of Starz’s distributors, which would allow continuous operation with respect to a significant segment of Starz’s subscriber base in the event of a satellite transmission interruption.
−Removed: Notwithstanding these precautions, any significant or prolonged interruption of operations at Starz’s facility, and any failure by Starz’s third-party facility to perform as intended, would have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
We face economic, political, regulatory, and other risks from doing business internationally.
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currency exchange restrictions, export controls and currency devaluation risks in some foreign countries;
−Removed: the spread of communicable diseases (such as the current COVID-19 global pandemic), which may impact business in such jurisdictions;
−Removed: war and acts of terrorism.
+Added: the spread of communicable diseases (such as the COVID-19 global pandemic), which may impact business in such jurisdictions;
+Added: and war and acts of terrorism.
Additionally, with respect to our direct-to-consumer offerings, these risks may include:
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new and different sources of competition;
−Removed: laws and policies relating to consumer protection.
−Removed: Events or developments related to these and other risks associated with international trade could adversely affect our revenues from non-U.S.
−Removed: sources, which could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
+Added: and laws and policies relating to consumer protection.
We are managing and adjusting our international business to address varied content offerings, consumer customs and practices, in particular those dealing with e-commerce and streaming video, as well as differing and changing legal and regulatory environments.
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We may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurance that a favorable final outcome will be obtained in all cases.
−Removed: Additionally, one of the risks of the film and television production business is the possibility that others may claim that our productions and production techniques misappropriate or infringe the intellectual property rights of third parties with respect to their previously developed films and televisions series, stories, characters, other entertainment or intellectual property.
+Added: Additionally, one of the risks of the film and television production business is the possibility that others may claim that our productions and production techniques misappropriate or infringe the intellectual property rights of third parties.
+Added: From time to time we are subject to claims and legal proceedings regarding alleged infringement by us of the intellectual property rights (including patents) of third parties.
+Added: Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, require the development of alternative technology or business practices, injunctions against us, or payments for licenses or damages.
+Added: These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.
Regardless of the validity or the success of the assertion of any such claims, we could incur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
Our business involves risks of liability claims for content of material, which could adversely affect our business, results of operations and financial condition.
−Removed: As a distributor of media content, we may face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement (as discussed above), and other claims based on the nature and content of the materials distributed.
+Added: As a distributor of media content, we may face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, and other claims based on the nature and content of the materials distributed.
These types of claims have been brought, sometimes successfully, against producers and distributors of media content.
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The proliferation of unauthorized copies of these products has had and will likely continue to have an adverse effect on our business, because these products reduce the revenue we receive from our products.
−Removed: In order to contain this problem, we may have to implement elaborate and costly security
−Removed: and anti-piracy measures, which could result in significant expenses and losses of revenue.
+Added: In order to contain this problem, we may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue.
We cannot assure you that even the highest levels of security and anti-piracy measures will prevent piracy.
−Removed: In particular, unauthorized copying and piracy are prevalent in countries outside of the U.S., Canada and Western Europe, whose legal systems may make it difficult for us to enforce our intellectual property rights.
−Removed: While the U.S.
−Removed: government has publicly considered implementing trade sanctions against specific countries that, in its opinion, do not make appropriate efforts to prevent copyright infringements of U.S.
−Removed: produced motion pictures and television content, there can be no assurance that any such sanctions will be enacted or, if enacted, will be effective.
−Removed: In addition, if enacted, such sanctions could impact the amount of revenue that we realize from the international exploitation of our content.
Service disruptions or failures of the Company’s or our vendors’ information systems and networks as a result of computer viruses, misappropriation of data or other bad acts, natural disasters, extreme weather, accidental releases of information or other similar events, may disrupt our businesses, damage our reputation or have a negative impact on our results of operations.
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dissemination of computer viruses, worms and other destructive or disruptive software;
−Removed: denial of service attacks and other bad acts, as well as power outages, natural disasters, extreme weather, terrorist attacks, pandemics (such as the ongoing COVID-19 global pandemic), or other similar events.
+Added: denial of service attacks and other bad acts, as well as power outages, natural disasters, extreme weather, terrorist attacks, pandemics (such as the COVID-19 global pandemic), or other similar events.
Shutdowns or disruption from such events could have an adverse impact on us and our customers, including degradation or disruption of service, loss of data, release or threatened release of data publicly, misuse or threatened misuse of data, and damage to equipment and data.
System redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient to cover everything that could happen.
−Removed: Significant events could result in a disruption of our operations, reduced revenues, the loss of or damage to the integrity of data used by management to make decisions and operate our business, damage to our reputation or brands or a loss of customers.
+Added: Significant events could result in a
+Added: disruption of our operations, reduced revenues, the loss of or damage to the integrity of data used by management to make decisions and operate our business, damage to our reputation or brands or a loss of customers.
We may not have adequate insurance coverage to compensate it for any losses associated with such events.
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The number and sophistication of attempted and successful information security breaches have increased in recent years and, as a result, the risks associated with such an event continue to increase.
−Removed: We expect that outside parties will attempt to penetrate our systems and those of our vendors or fraudulently induce our employees or customers or employees of our vendors to disclose sensitive or confidential information to obtain or gain access to our data, business information or other sensitive or confidential information.
If a material breach of our information systems or those of our vendors occurs, the market perception of the effectiveness of our information security measures could be harmed, we could lose customers, our revenues could be adversely affected and our reputation, brands and credibility could be damaged.
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We could be subject to actions by regulatory authorities and claims asserted in private litigation in the event of a breach of our information systems or our vendors.
−Removed: The costs relating to any data breach could be material.
−Removed: Although we develop and maintain information security practices and systems designed to prevent these events from occurring, the development and maintenance of these systems are costly and require ongoing monitoring and updating as technologies change and tactics to overcome information security measures become more sophisticated.
−Removed: Despite our efforts, the possibility of these events occurring cannot be eliminated entirely.
−Removed: Moreover, the techniques used by parties seeking to evade the information security practices and systems to infiltrate, disrupt, or for some other hostile purpose change rapidly and often are not recognized until launched against some targets.
−Removed: Information security risks will continue to increase, and we will need to expend additional resources to protect our information systems, networks, data, business information and other sensitive or confidential information as we distribute more of our content digitally, engage in more electronic transactions directly with consumers, acquire more consumer data, including information about consumers’ viewing behavior, their credit card information and other personal data, increase the number of information technology systems used in our business operations, rely on cloud-based services and information systems and increases our use of third-party service providers to perform information technology services.
−Removed: Protection of electronically stored data is costly and if our data is compromised in spite of this protection, we may incur additional costs, lost opportunities and damage to our reputation.
−Removed: We maintain information in digital form as necessary to conduct our business, including confidential and proprietary information, copies of films, television programs and other content and personal information regarding our employees.
−Removed: Data maintained in digital form is subject to the risk of intrusion, tampering and theft.
−Removed: We develop and maintain systems to prevent this from occurring, but it is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.
−Removed: Moreover, despite our efforts, the possibility of intrusion, tampering and theft cannot be eliminated entirely, and risks associated with each of these remain.
−Removed: In addition, we provide confidential information, digital content and personal information to third parties when it is necessary to pursue business objectives.
−Removed: While we obtain assurances that these third parties will protect this information and, where appropriate, monitor the protections employed by these third parties, there is a risk that data systems of these third parties may be compromised.
−Removed: If our data systems or data systems of these third parties are compromised, our ability to conduct our business may be impaired, we may lose profitable opportunities or the value of those opportunities may be diminished and we may lose revenue as a result of unlicensed use of our intellectual property.
−Removed: A breach of our network security or other theft or misuse of confidential and proprietary information, digital content or personal employee information could subject us to business, regulatory, litigation and reputation risk, which could have a materially adverse effect on our business, financial condition and results of operations.
−Removed: We are subject to payment processing risk.
−Removed: Our subscribers pay for our services using a variety of different payment methods, including credit and debit cards.
−Removed: We rely on internal systems as well as those of third parties to process payment.
−Removed: Acceptance and processing of these payment methods are subject to certain rules and regulations, including additional authentication requirements for certain payment methods, and require payment of interchange and other fees.
−Removed: To the extent there are increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors, changes to rules or regulations concerning payments, loss of payment partners and/or disruptions or failures in our payment processing systems, partner systems or payment products, including products we use to update payment information, our revenue, operating expenses and results of operation could be adversely impacted.
−Removed: In certain instances, we leverage third parties such as our cable and other partners to bill subscribers on our behalf.
−Removed: If these third parties become unwilling or unable to continue processing payments on our behalf, we would have to transition subscribers or otherwise find alternative methods of collecting payments, which could adversely impact subscriber acquisition and retention.
−Removed: In addition, from time to time, we encounter fraudulent use of payment methods, which could impact our results of operations and if not adequately controlled and managed could create negative consumer perceptions of our service.
−Removed: If we are unable to maintain our fraud and chargeback rate at acceptable levels, card networks may impose fines, our card approval rate may be impacted and we may be subject to additional card authentication requirements.
−Removed: The termination of our ability to process payments on any major payment method would significantly impair our ability to operate our business.
Our activities are subject to a variety of laws and regulations which may adversely impact our operations or, if violated, could subject us to an increased risk of litigation and regulatory actions.
−Removed: Privacy and Child Protection Regulations .
−Removed: In addition to our company websites and applications, we use third-party applications, websites, and social media platforms to promote our projects and engage consumers, as well as monitor and collect certain information about users of our online forums.
−Removed: Privacy concerns could limit our ability to collect and leverage subscriber personal information and other data and disclosure of subscriber personal information and other data could adversely impact our business and reputation.
−Removed: In the ordinary course of business we collect and utilize information supplied by our subscribers, which may include personal information and other data.
−Removed: The manner in which we acquire, store, disclose, use, and protect such subscriber information is regulated, including but not limited to Regulation (EU) 2016/679 (also known as the General Data Protection Regulation or “GDPR”) and the California Consumer Privacy Act (“CCPA”), and various other domestic and international privacy and data security laws and regulations, which are continually evolving.
−Removed: There are also a variety of laws, rules and regulations are aimed at protecting all individuals, including children who use the internet such as the Children’s Online Privacy and Protection Act of 1998 (“COPPA”).
−Removed: COPPA sets forth, among other things, a number of restrictions on what website operators can present to children under the age of 13 and what information can be collected from them.
−Removed: Any actual or perceived failure to comply with these or any future regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breach, and other significant costs, fines, penalties, or other liabilities, as well as harm to our reputation and market position.
−Removed: Increased regulation of data utilization practices, including self-regulation or findings under existing laws that limit our ability to collect, transfer and use information and other data, could have an adverse effect on our business.
−Removed: In addition, if we were to disclose information and other data about our subscribers in a manner that was objectionable to them, our business reputation could be
−Removed: adversely affected, and we could face potential legal claims that could impact our operating results.
−Removed: Internationally, we may become subject to additional and/or more stringent legal obligations concerning our treatment of customer and other personal information, such as laws regarding data localization and/or restrictions on data export.
−Removed: Failure to comply with these obligations could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses.
−Removed: Additionally, as we grow our STARZ direct-to-consumer business, we may be subject to additional consumer legal claims and state and local consumer protection regulation.
+Added: The global legal and regulatory environment governing our collection, use, storage, and transfer of personal information is complex, and continually evolving.
+Added: In the ordinary course of our business, we collect and use the personal information of subscribers and potential subscribers through our websites and applications and those of third parties.
+Added: Among other purposes, we use this information to engage with users, promote our programming, and monitor the use of our digital platforms.
+Added: Our collection and use of personal information is governed by a number of complicated domestic and international data privacy and security laws and regulations, including but not limited to Regulation (EU) 2016/679, General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act of 2018 (“CCPA”).
+Added: Complying with these and any future regulations, or related contractual or other obligations, may increase our operating costs and adversely impact our ability to market products and service customers, including through our STARZ direct-to-consumer business (which may be subject to additional consumer legal claims and increased regulation).
+Added: Any actual or perceived failure to comply with these or any future regulations, or related contractual or other obligations, could disrupt our business, inhibit our ability to retain existing customers or attract new customers, lead to investigations, claims, and proceedings by governmental entities and private parties, damages for breach of contract, and other significant costs, fines, penalties, or other liabilities, as well as harm to our reputation and market position.
Network Regulations.
−Removed: Under the Communications Act of 1934 and the 1992 Cable Act, there are certain FCC regulations that govern our network business.
+Added: Under the Communications Act of 1934 and the 1992 Cable Act, there are certain FCC regulations that govern the distribution of our services by traditional MVPDs, including cable, DBS and telco operators.
Furthermore, to the extent that regulations and laws, either presently in force or proposed, hinder or stimulate the growth of the cable television and satellite industries, our network business will be affected.
As we continue to expand internationally, we also may be subject to varying degrees of local government regulations.
−Removed: Regulations governing our network businesses are subject to the political process and have been in constant flux historically.
−Removed: Further material changes in the law and regulatory requirements must be anticipated.
+Added: Regulations governing our services are subject to the political process and have been in constant flux historically.
We cannot assure you that we will be able to anticipate material changes in laws or regulatory requirements or that future legislation, new regulation or deregulation will not have a materially adverse effect on our business, financial condition, operating results, liquidity and prospects.
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The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business.
−Removed: For example, recent changes to European law may cause some individual member states to attempt to impose levies and other financial obligations on media operators located outside their jurisdiction.
We anticipate that several jurisdictions may, over time, attempt to impose additional financial and regulatory obligations on us.
−Removed: In addition, the continued growth and development of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional burdens on us.
If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model.
+Added: Additionally, as we grow our STARZ direct-to-consumer business, we may be subject to additional consumer legal claims and state and local consumer protection regulation.
Changes in laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting net neutrality, could decrease the demand for our service and increase our cost of doing business.
−Removed: Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many countries, including across the European Union.
−Removed: In others, the laws may be nascent or non-existent.
−Removed: These laws may change, including for example, in the United States where net neutrality regulations were repealed.
−Removed: Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.
−Removed: While we believe we currently have adequate internal control over financial reporting, we are required to assess our internal control over financial reporting on an annual basis and any future adverse results from such assessment could result in a loss of investor confidence in our financial reports and have an adverse effect on our securities.
−Removed: Section 404 of the Sarbanes-Oxley Act of 2002 and the accompanying rules and regulations promulgated by the SEC to implement it require us to include in our Annual Report on Form 10-K an annual report by our management regarding the effectiveness of our internal control over financial reporting.
−Removed: The report includes, among other things, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year.
−Removed: This assessment must include disclosure of material weaknesses in our internal control over financial reporting identified by management.
−Removed: If our management identifies any such material weakness that cannot be remediated in a timely manner, we will be unable to assert such internal control is effective.
−Removed: While we believe our internal control over financial reporting is effective, the effectiveness of our internal controls in future periods is subject to the risk that our controls may become inadequate because of changes in conditions, and, as a result, the degree of compliance of our internal control over financial reporting with the applicable policies or procedures may deteriorate.
−Removed: If we are unable to conclude that our internal control over financial reporting is effective (or if our independent auditors disagree with our conclusion), we may lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our securities.
−Removed: Any decisions to reduce or discontinue paying cash dividends to our shareholders or repurchase our common shares pursuant to our previously announced share repurchase program could cause the market price for our common shares to decline.
−Removed: Our Board of Directors assesses relevant factors when considering the declaration of a dividend on or repurchases of our common stock.
−Removed: Our payment of quarterly cash dividends and repurchases of our common shares pursuant to our share purchase program will be subject to, among other things, our financial position and results of operations, available cash and cash flow, capital requirements, and other factors.
−Removed: Any reduction or discontinuance by us of the payment of quarterly cash dividends or repurchases of our common shares pursuant to our share repurchase program could cause the market price of our common shares to decline.
−Removed: Moreover, in the event our payment of quarterly cash dividends or repurchases of our common shares are reduced or discontinued, our failure or inability to resume paying cash dividends or repurchasing our common shares at historical levels could result in a lower market valuation of our common shares.
+Added: Given uncertainty around these rules, coupled with potentially significant political and economic power of local network operators, we could experience
+Added: discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.
Risks Related To Our Indebtedness
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We currently have a substantial amount of indebtedness.
−Removed: As of March 31, 2020, we and our subsidiaries have corporate debt of approximately $2,741.9 million , finance lease obligations of approximately $42.4 million and production loan obligations of approximately $151.4 million , and the Senior Credit Facilities provide for unused commitments of $1.5 billion .
−Removed: On the same basis, approximately $1,720.0 million of such indebtedness is secured (including all of our finance lease obligations but excluding all of our production loan obligations).
+Added: As of March 31, 2021, we and our subsidiaries have corporate debt of approximately $2,676.9 million, production loan obligations of approximately $373.5 million, and advances outstanding of $120.0 million under our senior secured revolving credit facility based on collateral consisting of certain of the Company's tax credit receivables (the "Production Tax Credit Facility"), and the Senior Credit Facilities provide for unused commitments of $1.5 billion.
+Added: On the same basis, approximately $1,612.6 million of such indebtedness is secured (excluding all of our production loan obligations and Production Tax Credit Facility borrowings).
Our high level of debt could have adverse consequences on our business, such as:
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requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
−Removed: increasing our vulnerability to the ongoing COVID-19 global pandemic and its effects, economic downturns and adverse developments in our business;
−Removed: exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the Senior Credit Facilities, are at variable rates of interest;
+Added: increasing our vulnerability to the COVID-19 global pandemic and its effects, economic downturns and adverse developments in our business;
+Added: exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the Senior Credit Facilities and advances under the Production Tax Credit Facility, are at variable rates of interest;
limiting our flexibility in planning for, and reducing our flexibility in reacting to, changes in the conditions of the financial markets and our industry;
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increasing our cost of borrowing;
−Removed: restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness and exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments.
−Removed: In addition, the Senior Credit Facilities and the indentures that govern our 6.375% Senior Notes due 2024 issued in February 2019 (the “6.375% Senior Notes”), our 5.875% Senior Notes due 2024 issued in October 2016 (the “2016 5.875% Senior Notes”) and our new 5.875% Senior Notes due 2024 issued in March 2018 (the “2018 5.875% Senior Notes” and, together with the 2016 5.875% Senior Notes, the “5.875% Senior Notes”) each contain restrictive covenants limiting our ability to engage in activities that may be in our long-term best interest.
+Added: and restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness and exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments.
+Added: In addition, the Senior Credit Facilities and the indenture that governs our 5.500% Senior Notes due 2029 issued in April 2021 (the “Senior Notes”) each contain restrictive covenants limiting our ability to engage in activities that may be in our long-term best interest.
Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in acceleration of all our debt.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
−Removed: A significant portion of our cash flows from operations is expected to be dedicated to the payments of principal and interest obligations under the Senior Credit Facilities, the 6.375% Senior Notes and the 5.875% Senior Notes.
−Removed: Our ability to make scheduled payments on or refinance our debt obligations will depend on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control, including the ongoing COVID-19 global pandemic and its effects.
−Removed: If our cash flow from operations declines significantly, including any decline related to the impact of the ongoing COVID-19 global pandemic, it could result in the inability to pay the principal, premium, if any, and interest on our indebtedness.
−Removed: If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations,
−Removed: seek additional debt or equity capital or restructure or refinance our indebtedness.
−Removed: In addition, during times of economic instability, including recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 global pandemic, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing.
+Added: A significant portion of our cash flows from operations is expected to be dedicated to the payments of principal and interest obligations under the Senior Credit Facilities and Senior Notes.
+Added: Our ability to make scheduled payments on or refinance our debt obligations will depend on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control, including the COVID-19 global pandemic and its effects.
+Added: If our cash flow from operations declines significantly, including any decline related to the impact of the COVID-19 global pandemic, it could result in the inability to pay the principal, premium, if any, and interest on our indebtedness.
+Added: If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness.
+Added: In addition, during times of economic instability, including disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the COVID-19 global pandemic, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing.
We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.
−Removed: The Senior Credit Facilities and the indentures that govern the 6.375% Senior Notes and the 5.875% Senior Notes restrict our ability to dispose of assets and use the proceeds from those dispositions, and also restrict our ability to raise debt or certain types of equity to be used to repay other indebtedness when it becomes due.
+Added: The Senior Credit Facilities and the indentures that governs the Senior Notes restrict our ability to dispose of assets and use the proceeds from those dispositions, and also restrict our ability to raise debt or certain types of equity to be used to repay other indebtedness when it becomes due.
We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
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Future downgrades could further adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets, and a significant downgrade could have an adverse commercial impact on our business.
−Removed: In addition, we conduct a substantial portion of our operations through our subsidiaries, certain of which are not guarantors of the 6.375% Senior Notes, the 5.875% Senior Notes or our other indebtedness.
−Removed: Accordingly, repayment of our indebtedness, including the 6.375% Senior Notes and the 5.875% Senior Notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise.
−Removed: Unless they are guarantors of the 6.375% Senior Notes, the 5.875% Senior Notes or our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on the 6.375% Senior Notes, the 5.875% Senior Notes or our other indebtedness or to make funds available for that purpose.
−Removed: Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the 6.375% Senior Notes and the 5.875% Senior Notes.
+Added: In addition, we conduct a substantial portion of our operations through our subsidiaries, certain of which are not guarantors of the Senior Notes or our other indebtedness.
+Added: Accordingly, repayment of our indebtedness, including the Senior Notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise.
+Added: Unless they are guarantors of the Senior Notes or our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on the Senior Notes or our other indebtedness or to make funds available for that purpose.
+Added: Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Senior Notes.
Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.
−Removed: While the Senior Credit Facilities and the indentures that govern the 6.375% Senior Notes and the 5.875% Senior Notes limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions.
+Added: While the Senior Credit Facilities and the indenture that governs the Senior Notes limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions.
In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.
−Removed: Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under our notes.
−Removed: If we cannot make scheduled payments on our debt, we will be in default and holders of the 6.375% Senior Notes and/or the 5.875% Senior Notes could declare all outstanding principal and interest under such notes to be due and payable, the lenders under the Senior Credit Facilities could terminate their commitments to loan money, the lenders under our secured debt could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.
Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt.
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We and our subsidiaries may be able to incur significant additional indebtedness in the future.
−Removed: The recent COVID-19 global pandemic may add to our indebtedness.
−Removed: Although the Senior Credit Facilities and the indentures that govern the 6.375% Senior Notes and the 5.875% Senior Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
−Removed: These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness under the indentures governing the notes, such as certain qualified receivables financings.
+Added: The COVID-19 global pandemic may add to our indebtedness.
+Added: Although the Senior Credit Facilities and the indenture that governs the Senior Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
+Added: These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness under the indenture governing the Senior Notes, such as certain qualified receivables financings.
If new debt is added to our current debt levels, the related risks that we and our guarantors now face could intensify.
−Removed: The terms of the Senior Credit Facilities and the indentures that govern the 6.375% Senior Notes and the 5.875% Senior Notes restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
−Removed: The Senior Credit Facilities and the indentures that govern the 6.375% Senior Notes and the 5.875% Senior Notes, contain a number of restrictive covenants that impose significant operating and financial restrictions on us and limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:
+Added: The terms of the Senior Credit Facilities and the indenture that governs the Senior Notes restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
+Added: The Senior Credit Facilities and the indenture that governs the Senior Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:
incur, assume or guarantee additional indebtedness;
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pay dividends or distributions or redeem or repurchase capital stock;
−Removed: prepay, redeem or repurchase debt that is junior in right of payment to the notes;
+Added: prepay, redeem or repurchase debt that is junior in right of payment to the debt under the Senior Credit Facilities and Notes;
make loans or investments;
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enter into transactions with affiliates;
−Removed: enter into new lines of business.
−Removed: The indentures that govern the 6.375% Senior Notes and the 5.875% Senior Notes also limit the ability of Lions Gate and our guarantors to consolidate or merge with or into, or sell substantially all of our assets to, another person.
+Added: and enter into new lines of business.
+Added: The Senior Credit Facilities and the indenture that governs the Senior Notes also limit the ability of Lions Gate and our guarantors to consolidate or merge with or into, or sell substantially all of our assets to, another person.
In addition, the restrictive covenants in the Senior Credit Facilities require us to maintain specified financial ratios, tested quarterly.
−Removed: Our ability to meet those financial ratios and tests can be affected by events beyond our control, including the effects on our business from the ongoing COVID-19 global pandemic and related government actions and consumer behavior;
+Added: Our ability to meet those financial ratios and tests can be affected by events beyond our control, including the effects on our business from the COVID-19 global pandemic and related government actions and consumer behavior;
as such, we may be unable to meet such financial ratios and tests.
−Removed: A breach of the covenants or restrictions under the Senior Credit Facilities or the indentures that govern the 6.375% Senior Notes and the 5.875% Senior Notes could result in an event of default under the applicable indebtedness.
+Added: A breach of the covenants or restrictions under the Senior Credit Facilities or the indenture that governs the Senior Notes, or nonpayment of any principal or interest due thereunder, could result in an event of default under the applicable indebtedness.
Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.
−Removed: In addition, an event of default under the Senior Credit Facilities would permit the lenders to terminate all commitments to extend further credit pursuant to the revolving facility thereunder.
+Added: In addition, an event of default under the Senior Credit Facilities would permit the lenders under our revolving facility to terminate all commitments to extend further credit pursuant to the revolving facility thereunder.
Furthermore, if we were unable to repay the amounts due and payable under the Senior Credit Facilities, the lenders thereof could proceed against the collateral granted to them to secure the Senior Credit Facilities.
−Removed: In the event our lenders or noteholders accelerate borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.
+Added: In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.
As a result of these restrictions, we may be:
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unable to raise additional debt or equity financing to operate during general economic or business downturns;
−Removed: unable to compete effectively or to take advantage of new business opportunities.
+Added: or unable to compete effectively or to take advantage of new business opportunities.
These restrictions may affect our ability to grow in accordance with our strategy.
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Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
−Removed: Borrowings under the Senior Credit Facilities are at variable rates of interest and expose us to interest rate risk, including in connection with the ongoing COVID-19 global pandemic and its effects which could increase the cost of capital.
+Added: Borrowings under the Senior Credit Facilities and advances under the Production Tax Credit Facility are at variable rates of interest and expose us to interest rate risk, including in connection with the COVID-19 global pandemic and its effects, which could increase the cost of capital.
If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
1 unchanged sentence
The agreements governing certain of our long-term indebtedness contain change in control provisions that are triggered when any of our shareholders, directly or indirectly, acquires ownership or control of in excess of a certain percentage of the total voting power of our Class A voting common shares, no par value per share (the "Class A voting shares").
−Removed: Upon the occurrence of certain change of control events, the holders of the 6.375% Senior Notes and the 5.875% Senior Notes may require us to repurchase all or a portion of such notes.
+Added: Upon the occurrence of certain change of control events, an event of default may occur under our Senior Credit Facilities and the holders of the Senior Notes may require us to repurchase all or a portion of such notes.
Rachesky, M.D.
−Removed: and his affiliates, who collectively currently hold over 23% of our voting stock and 11% of our non-voting common stock, are “Permitted Holders” for purposes of the indentures that govern the 6.375% Senior Notes and the 5.875% Senior Notes.
+Added: and his affiliates, who collectively currently hold over 23% of our voting stock and 11% of our non-voting common stock are “Permitted Holders” for purposes of the Senior Credit Facilities and the indenture that governs the Senior Notes.
Accordingly, certain increases of ownership or other transactions involving Dr.
−Removed: Rachesky and his affiliates would not constitute a change of control under the indentures that govern the 6.375% Notes and the 5.875% Senior Notes (in which case holders of the 6.375% Notes and the 5.875% Senior Notes would not have a right to have their respective notes, as applicable, repurchased), but could constitute a change of control under the other existing or future indebtedness of us and our subsidiaries.
−Removed: We may not be able to repurchase outstanding debt upon a qualifying change of control for such debt because we may not have sufficient funds.
−Removed: Further, we may be contractually restricted under the terms of the Senior Credit Facilities from repurchasing all of the 6.375% Senior Notes and the 5.875% Senior Notes tendered by holders upon a change in control.
−Removed: Our failure to repurchase the 6.375% Senior Notes and the 5.875% Senior Notes upon a change in control would cause a default under the indentures that governs such notes and a cross-default under the Senior Credit Facilities.
−Removed: The Senior Credit Facilities will also provide that certain change of control events will result in an event of default that permits lenders to accelerate the maturity of borrowings thereunder and, in the case of the Senior Credit Facilities, to enforce security interests in the collateral securing such debt, thereby limiting our ability to raise cash to purchase outstanding 6.375% Senior Notes and 5.875% Senior Notes, and reducing the practical benefit of the offer-to-purchase provisions to the holders of the 6.375% Senior Notes and the 5.875% Senior Notes.
−Removed: Any of our future debt agreements may contain similar provisions.
+Added: Rachesky and his affiliates would not constitute a change of control under the Senior Credit Facilities or the indenture that governs the Senior Notes, but could constitute a change of control under the other existing or future indebtedness of us and our subsidiaries.
Risk Related to Tax Rules and Regulations
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federal tax purposes.
−Removed: If the Section 7874
−Removed: ownership percentage of the Starz stockholders in Lions Gate after the merger was less than 80% but at least 60% (the “60% ownership test”), and the substantial business activities test was not met, Starz and its U.S.
+Added: If the Section 7874 ownership percentage of the STARZ stockholders in Lions Gate after the merger was less than 80% but at least 60% (the “60% ownership test”), and the substantial business activities test was not met, STARZ and its U.S.
affiliates (including the U.S.
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tax attributes to offset U.S.
−Removed: taxable income or gain resulting from certain transactions).
+Added: taxable income, such as the use of net operating losses and certain tax credits, or to offset the gain resulting from certain transactions, such as from the transfer or license of property to a foreign related person during the 10-year period following the merger).
Based on the terms of the merger, the rules for determining share ownership under Section 7874 and certain factual assumptions, STARZ stockholders are believed to have held (within the meaning of Section 7874) less than 60% (by both vote and value) of our post-reclassification shares after the merger by reason of holding shares of STARZ common stock.
2 unchanged sentences
federal tax purposes and that Section 7874 should otherwise not apply to us or our affiliates as a result of the merger.
−Removed: However, due to the issuance by the Internal Revenue Service (the “IRS”) of a series of notices and proposed, temporary, and final regulations, many of the rules under Section 7874 are relatively new and complex.
−Removed: In particular, stock ownership for purposes of computing the Section 7874 ownership percentage is subject to various adjustments under the Code and the Treasury regulations promulgated thereunder.
−Removed: Some of the relevant determinations must be made based on facts as they existed at the time of closing of the merger and the specific set of rules that were in effect on that date, making the determination of the Section 7874 ownership percentage complex and subject to factual and legal uncertainties.
−Removed: Thus, there can be no assurance that the IRS will agree with the position that we should not be treated as a U.S.
−Removed: corporation for U.S.
−Removed: federal tax purposes or that Section 7874 does not otherwise apply as a result of the merger.
−Removed: In particular, on April 4, 2016, the IRS issued temporary and proposed Treasury regulations under Section 7874 (the “2016 Section 7874 Regulations”), which, among other things, require certain adjustments that generally increase, for purposes of the Section 7874 ownership tests, the percentage of the stock of a foreign acquiring corporation deemed owned (within the meaning of Section 7874) by the former shareholders of an acquired U.S.
−Removed: corporation by reason of holding stock in such U.S.
−Removed: On January 13, 2017, the IRS published regulations which finalized with some modifications certain portions of the 2016 Section 7874 Regulations and which included new temporary and proposed regulations.
−Removed: Further, on July 11, 2018, the IRS published final regulations (along with the final regulations published on January 13, 2017, the “Final Regulations”) adopting with some modifications the remaining 2016 Section 7874 Regulations.
−Removed: For example, the Final Regulations disregard, for purposes of determining the Section 7874 ownership percentage, (a) any “non-ordinary course distributions” (within the meaning of the temporary regulations) made by the acquired U.S.
−Removed: corporation (such as Starz) during the 36 months preceding the acquisition, including certain dividends and share repurchases, (b) potentially any cash consideration received by the shareholders of such U.S.
−Removed: corporation in the acquisition to the extent such cash is, directly or indirectly, provided by the U.S.
−Removed: corporation, (c) certain stock of the foreign acquiring corporation that was issued as consideration in a prior acquisition of another U.S.
−Removed: corporation (or U.S.
−Removed: partnership) during the 36 months preceding the signing date of a binding contract for the acquisition being tested, as well as (d) adopted rules addressing certain post-inversion tax avoidance transactions.
−Removed: Taking into account the effect of the Final Regulations, it is currently believed that the Section 7874 ownership percentage of the Starz stockholders in Lions Gate after the merger is less than 60%.
−Removed: However, the Final Regulations are new and complex, there is limited guidance regarding their application and some of the relevant determinations must be made based on facts as they existed at the time of the closing of the acquisition.
−Removed: Accordingly, there can be no assurance that the Section 7874 ownership percentage of the Starz stockholders after the merger will be less than 60% as determined under the 2016 Section 7874 Regulations or the Final Regulations, as applicable,, or that the IRS will not otherwise successfully assert that either the 80% ownership test or the 60% ownership test were met after the merger.
−Removed: If the 80% ownership test has been met after the merger and we were accordingly treated as a U.S.
−Removed: corporation for U.S.
−Removed: federal tax purposes under Section 7874, we would be subject to substantial additional U.S.
−Removed: tax liability.
+Added: However, since the rules are relatively new, there is limited guidance regarding the application of Section 7874, including the application of the ownership test and the application of the rules to the facts as they existed at the time of the closing of the acquisition.
+Added: If we were to be treated as a U.S.
+Added: corporation for federal tax purposes, we could be subject to substantially greater U.S.
+Added: tax liability than currently contemplated as a non-U.S.
In addition, non-U.S.
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withholding tax on the gross amount of any dividends paid by us to such shareholders (subject to an exemption or reduced rate available under an applicable tax treaty).
−Removed: Regardless of any application of Section 7874, we are expected to be treated as a Canadian tax resident for Canadian tax purposes.
−Removed: Consequently, if we were to be treated as a U.S.
−Removed: corporation for U.S.
−Removed: federal tax purposes under Section 7874, we could be liable for both U.S.
−Removed: and Canadian taxes, which could have a material adverse effect on our financial condition and results of operations.
−Removed: If the 60% ownership test has been met, several adverse U.S.
−Removed: federal income tax rules could apply to our U.S.
−Removed: affiliates (including Starz and its U.S.
−Removed: In particular, in such case, Section 7874 could limit the ability of such U.S.
−Removed: affiliates to utilize certain U.S.
−Removed: tax attributes (including net operating losses and certain tax credits) to offset any taxable income or gain resulting from certain transactions, including any transfers or licenses of property to a foreign related person during the 10-year period following the merger.
−Removed: The 2016 Section 7874 Regulations and the Final Regulations generally expand the scope of these rules.
−Removed: In addition, the 2016 Section 7874 Regulations and Final Regulations include rules that would apply if the 60% ownership test has been met,
−Removed: which, in such situation, may limit our ability to restructure or access cash earned by certain of its non-U.S.
−Removed: subsidiaries, in each case, without incurring substantial U.S.
−Removed: tax liabilities.
−Removed: Moreover, in such case, Section 4985 of the Code and rules related thereto would impose an excise tax on the value of certain stock compensation held directly or indirectly by certain “disqualified individuals” at a rate currently equal to 15%.
Recent and proposed changes to the tax laws could result in Lions Gate being treated as a U.S.
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federal tax purposes and Section 7874 is not otherwise expected to apply as a result of the merger.
−Removed: However, changes to Section 7874, or the U.S.
−Removed: Treasury regulations promulgated thereunder, could affect our status as a non-U.S.
+Added: However, changes to Section 7874 and the U.S.
+Added: Treasury regulations promulgated thereunder, as well as the treatment of expatriated companies under Section 7874 for income treaty purposes, could affect our status as a non-U.S.
corporation for U.S.
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tax liability than currently contemplated.
−Removed: Recent legislative proposals have aimed to expand the scope of U.S.
−Removed: corporate tax residence, including in such a way as would cause us to be treated as a U.S.
−Removed: corporation if the management and control of Lions Gate were determined to be located primarily in the U.S.
−Removed: In addition, recent legislative rules have aimed to expand the scope of Section 7874, or otherwise address certain perceived issues arising in connection with so-called inversion transactions.
−Removed: Such rules, if applicable on or prior to the date of the closing of the merger, could cause us to be treated as a U.S.
+Added: Recent legislative proposals under President Joe Biden’s “Made in America Tax Plan” are aimed to expand the scope of U.S.
+Added: corporate tax residence to address certain perceived issues arising from so-called inversion transactions, by reducing the ownership threshold (discussed above) to 50% from 80% and by treating the foreign acquiring company as a U.S.
+Added: corporation if it is determined to be managed and controlled in the U.S.
+Added: Such proposals, if enacted and applicable on or prior to the date of the closing of the merger, could cause us to be treated as a U.S.
corporation for U.S.
3 unchanged sentences
Recent legislative changes enacted as part of the Tax Cuts and Jobs Act (discussed in more detail below), including the limitations on deduction of interest expense and the adoption of the base erosion and anti-abuse tax, contain provisions intended to broaden the tax base and could affect our financing arrangements.
−Removed: Further, additional legislative and other proposals (including the final
−Removed: Treasury regulations under Section 385 of the Code issued by the IRS on October 13, 2016 (the “Final Section 385 Regulations”), if permitted to go into full effect, could cause us and our affiliates to be subject to certain intercompany financing limitations, including with respect to their ability to deduct certain interest expense.
+Added: Further, additional legislative and other proposals (including the final Treasury regulations under Section 385 of the Code issued by the IRS on October 13, 2016 (the “Final Section 385 Regulations”), if permitted to go into full effect, could cause us and our affiliates to be subject to certain intercompany financing limitations, including with respect to their ability to deduct certain interest expense.
These recent and proposed legislative changes could cause us and our affiliates to recognize additional taxable income and could have a significant adverse effect on us and our affiliates.
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For the past several years, the primary focus has been in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates.
−Removed: As part of its so-called Base Erosion and Profit Shifting project, OECD and the G-20 developed changes to numerous long-standing international tax principles.
+Added: As part of its so-called Base Erosion and Profit Shifting (“BEPS”) project, OECD and the G-20 developed changes to numerous long-standing international tax principles.
More recently, countries are increasingly seeking ways to tax what is sometimes referred to as the digitalized economy.
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recently enacted significant tax reform, and certain provisions of the new law may adversely affect us.
+Added: Further, President Biden has proposed changes to the U.S.
+Added: tax rules under the Made in America Tax Plan which would, among other things, raise the U.S.
+Added: corporate tax rate to 28%, deny U.S.
+Added: tax deductions to companies that make payments to affiliates in low-tax jurisdictions, and strengthen the anti-inversion rules (discussed above).
In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies.
Many countries in the European Union, as well as a number of other countries and organizations such as OECD, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do business.
+Added: For example, the U.K.
+Added: has announced plans to increase its corporate tax rate from 19% to 25%, starting in April 2023.
or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted
4 unchanged sentences
If we are unable to produce original programming content on a cost effective basis our business, financial condition and results of operations would be materially adversely affected.
−Removed: Changes to Tax Treaties could adversely affect us.
−Removed: Over ninety jurisdictions have signed, or committed to sign, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting.
−Removed: The Multilateral Convention modifies tax treaties signed by Canada and many jurisdictions where we or our affiliates may operate.
−Removed: Although the United States is not a signatory to the Multilateral Convention, the U.S.
−Removed: Treasury has revised the U.S.
−Removed: model income tax convention (the “model”), which is the baseline text used by the U.S.
−Removed: Treasury to negotiate tax treaties.
−Removed: The revisions made to the model address certain aspects of the model by modifying existing provisions and introducing entirely new provisions.
−Removed: Specifically, the new provisions target (a) permanent establishments subject to little or no foreign tax, (b) special tax regimes, (c) expatriated entities subject to Section 7874, (d) the anti-treaty shopping measures of the limitation on benefits article and (e) subsequent changes in treaty partners’ tax laws.
−Removed: With respect to new model provisions pertaining to expatriated entities, because it is expected that the Starz merger will not result in the creation of an expatriated entity as defined in Section 7874, payments of interest, dividends, royalties and certain other items of income by or to Starz and/or its U.S.
−Removed: affiliates to or from non-U.S.
−Removed: persons would not be expected to be subject to such provisions (which, if applicable, could cause such payments to become subject to full withholding tax), even if applicable treaties were subsequently amended to adopt the new model provisions.
−Removed: However, as discussed above, the rules under Section 7874 are relatively new, complex and are the subject of current and future legislative and regulatory changes.
−Removed: In addition, because each tax treaty is a result of negotiation, the language used in a particular treaty often departs from the model.
−Removed: Accordingly, even if we are not impacted by the language of the current model, there can be no assurance that we will not be affected by the language agreed to in a particular treaty.
Our tax rate is uncertain and may vary from expectations.
10 unchanged sentences
Changes in, or interpretations of, tax rules and regulations, and changes in geographic operating results, may adversely affect our effective tax rates.
−Removed: We are subject to income taxes in the U.S.
+Added: We are subject to income taxes in Canada, the U.S.
and foreign tax jurisdictions.
9 unchanged sentences
Any adverse outcome from any examinations may have an adverse effect on our business and operating results, which could cause the market price of our securities to decline.
−Removed: Based on our current assessment, we believe that substantially all of our deferred tax assets will be realized.
−Removed: There is no assurance that we will attain our future expected levels of taxable income or that a valuation allowance against new or existing deferred tax assets will not be necessary in the future.
−Removed: Guidance, regulations, or technical corrections issued in connection with the Tax Cuts and Jobs Act could adversely impact our effective tax rate and profile.
−Removed: On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was signed into law, making significant changes to the taxation of U.S.
−Removed: business entities.
−Removed: The changes included in the Tax Act are broad and complex.
−Removed: Among other things, the Tax Act contains significant changes to U.S.
−Removed: federal corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), a new base erosion anti-abuse tax, limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S.
−Removed: tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits.
−Removed: Notwithstanding the reduction in the corporate income tax rate, the overall impact of the Tax Act on us is uncertain and our business and financial condition could be adversely affected.
−Removed: The impact of the Tax Act on holders of our stock could also be adverse.
−Removed: Further, the Tax Act may reduce the appeal of a foreign corporation acquiring a U.S.
−Removed: corporation if the 60% or greater ownership test (discussed above) is met post-merger, as it can now result in a recapture by the U.S.
−Removed: corporation of its one time taxation of offshore earnings at a full 35% rate without foreign tax credits (as opposed to a 15.5% or lower rate
−Removed: with such credits), an increased base erosion anti-abuse tax liability, and the taxation of shareholders on distributions at ordinary income (as opposed to qualified dividend) rates.
−Removed: The impacts of the Tax Act may differ from the estimates provided elsewhere in this report, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates we have utilized to calculate the impacts, including impacts from changes to current year earnings estimates.
−Removed: Given the unpredictability of possible changes and their potential interdependency, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely impact our financial results.
−Removed: In addition, it is uncertain if and to what extent various states will conform to the newly enacted federal tax law.
−Removed: We urge our shareholders to consult with their legal and tax advisors with respect to this legislation and the potential tax consequences of investing in or holding our stock.
−Removed: Economic conditions and regulatory changes leading up to and following the United Kingdom’s likely exit from the European Union could have a material adverse effect on our business and results of operations.
−Removed: On January 31, 2020, the UK formally withdrew from the European Union, and the U.K.
−Removed: government has commenced the legal process of leaving the European Union, typically referred to as Brexit.
−Removed: While the full effects of Brexit will not be known for some time, Brexit could cause disruptions to, and create uncertainty surrounding, our business and results of operations.
−Removed: The most immediate effect has been significant volatility in global equity and debt markets and currency exchange rate fluctuations.
−Removed: Ongoing global market volatility and a deterioration in economic conditions due to uncertainty surrounding Brexit could disrupt the markets in which we operate and lead our customers to closely monitor their costs and delay financial spending decisions.
−Removed: The effects of Brexit will depend on any agreements the U.K.
−Removed: makes to retain access to E.U.
−Removed: markets, either during a transitional period or more permanently.
−Removed: The measures could potentially disrupt the markets we serve and may cause us to lose customers and employees.
−Removed: In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K.
−Removed: determines which E.U.
−Removed: laws to replace or replicate.
−Removed: Any of these effects of Brexit could materially adversely affect our business, results of operations and financial condition.
−Removed: Changes in the method of determining the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates, our business, and financial markets as a whole.
−Removed: On July 27, 2017, the Financial Conduct Authority in the U.K.
−Removed: announced that it would phase out LIBOR as a benchmark by the end of 2021.
−Removed: It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or whether different benchmark rates used to price indebtedness will develop.
−Removed: Under the terms of the credit and guarantee agreement dated December 8, 2016, as amended (the "Amended Credit Agreement") , in the event of the discontinuance of the LIBOR Rate, a mutually agreed-upon alternate benchmark rate will be established to replace the LIBOR Rate.
−Removed: The Company and Lenders (as defined in the Amended Credit Agreement) shall, in good faith, endeavor to establish an alternate benchmark rate that gives due consideration to prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and which places the Lenders and the Company in the same economic position that existed immediately prior to the discontinuation of the LIBOR Rate.
−Removed: The Company does not anticipate that the discontinuance or modification of the LIBOR Rate will materially impact its liquidity or financial position.
−Removed: There is presently substantial uncertainty relating to the process and timeline for developing LIBOR alternatives, how widely any given alternative will be adopted by parties in the financial markets, and the extent to which alternative benchmarks may be subject to volatility or present risks and challenges that LIBOR does not.
−Removed: It is possible that we will disagree with our contractual counterparties over which alternative benchmark to adopt, which could make renewing or replacing our debt facilities and other agreements more complex.
−Removed: Consequently, it is difficult to predict what effect, if any, the phase-out of LIBOR and the use of alternative benchmarks may have on our business or on the overall financial markets.
−Removed: If LIBOR alternatives re-allocate risk among parties in a way that is disadvantageous to market participants, if there is disagreement among market participants, over which alternative benchmark to adopt, or if uncertainty relating to the LIBOR phase-out disrupts financial markets, it could have a material adverse effect on our financial position, results of operations, and liquidity.
−Removed: Global legislative and governmental responses to COVID-19 could affect our business.
−Removed: On March 18, 2020 and March 27, 2020, new United States Congressional legislations, the “Families First Coronavirus Response Act” (FFCRA) and the “Coronavirus Aid, Relief, and Economic Security Act” (CARES Act), respectively (collectively, the COVID-19 Acts) were signed into law.
−Removed: The COVID-19 Acts include several significant business tax provisions that, among other things, eliminate the taxable income limit for certain net operating losses (“NOL”s) and allow businesses to carry back NOLs
−Removed: arising in tax years beginning in 2018, 2019, and 2020 to the five prior tax years, permit businesses to carry back NOLs generated in fiscal tax year 2018 to the two prior tax years pursuant to a technical amendment of Section 172 of the Code, relax the business interest expense limitation under Section 163(j) of the Code from 30 percent to 50 percent of adjusted taxable income, accelerate refunds of previously generated corporate alternative minimum tax credits, and provide payroll tax relief to employers by allowing the deferral of payment of a certain portion of the employer’s share of Social Security tax over the next two years and granting a refundable payroll tax credit to eligible employers whose business operations have been disrupted by COVID-19.
−Removed: In addition, other countries around the world, where we operate, have enacted legislation to provide tax relief to businesses dealing with the COVID-19 crisis.
−Removed: Treasury and foreign tax authorities continue to issue guidance on the application of these recently enacted legislations, and accordingly, our analysis of the impact of these provisions on us is not final.
−Removed: We are continuing to assess the effects of these provisions to our fiscal 2020 and 2021 effective income tax rates and our profile.
−Removed: Any potential government crisis relief assistance in response to COVID-19 could impose limitations on our corporate activities, may dilute our stockholders and may not be on terms favorable to us.
−Removed: Numerous government-sponsored crisis relief programs have been implemented and others are being considered in response to the COVID-19 outbreak.
−Removed: If any government agrees to provide crisis relief assistance that we accept, it may impose certain requirements on the recipients of the aid including restrictions on executive officer compensation, share buybacks, dividends, prepayment of debt, limitations on debt, and other similar restrictions that will apply for a period of time after the aid is repaid or redeemed in full.
−Removed: We cannot assure you that any such government crisis relief assistance will not limit our corporate activities or be on terms that are favorable to us.
−Removed: Such restrictions and terms could adversely impact our business and operations.
UNRESOLVED STAFF COMMENTS.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.