Liberty Media Corporation Quarterly report pursuant to Section 13 or 15(d)

Schedule for reconciliation of basic and diluted weighted average shares


	Three months ended September 30,			Nine months ended September 30,
	2023		2022	2023	2022

		numbers of shares in millions
Basic WASO		327	327	327	329
Potentially dilutive shares (a)		25	18	21	19
Diluted WASO (b)		352	345	348	348

(a)

Potentially dilutive shares are excluded from the computation of EPS during periods in which net losses are reported since the result would be antidilutive.

(b)

For periods in which share settlement of the 2.125% Exchangeable Senior Debentures due 2048 and 2.75% Exchangeable Senior Debentures due 2049, which could have been settled in shares of Series C Liberty SiriusXM common stock, and 3.75% Convertible Senior Notes due 2028, which may be settled in shares of Series A Liberty SiriusXM common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instruments during the period, net of tax where appropriate. As disclosed in note 7, the settlement of the 2.125% Exchangeable Senior Debentures due 2048 changed to solely cash, pursuant to a supplemental indenture entered into during February 2023. Accordingly, the impact of share settlement of the 2.125% Exchangeable Senior Debentures due 2048 was considered for purposes of calculating diluted WASO prior to the execution of the supplemental indenture.

Additionally, a hypothetical mark-to-market adjustment on the shares of Series A Liberty SiriusXM common stock included in the Securities Basket underlying the warrants is included in the numerator adjustment in periods in which cash settlement of the warrants would be more dilutive than share settlement.


	Three months ended September 30,			Nine months ended September 30,
	2023		2022	2023	2022

		amounts in millions
Basic earnings (loss) attributable to Liberty SiriusXM stockholders	$	307	305	656	1,040
Adjustments		6	(23)	1	(36)
Diluted earnings (loss) attributable to Liberty SiriusXM stockholders	$	313	282	657	1,004

Schedule for reconciliation of basic and diluted weighted average shares


	Three months ended September 30,			Nine months ended September 30,
	2023		2022	2023	2022

		numbers of shares in millions
Basic WASO		235	233	234	233
Potentially dilutive shares (a)		9	13	7	10
Diluted WASO (b)		244	246	241	243

(a)

Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

(b)

As described in note 2, the Liberty SiriusXM Group’s intergroup interest in the Formula One Group was settled and extinguished on July 12, 2023. The intergroup interest was a quasi-equity interest which was not represented by outstanding shares of common stock; rather, the Liberty SiriusXM Group had an attributed value in the Formula One Group which was generally stated in terms of a number of shares of stock issuable to the Liberty SiriusXM Group with respect to its interest in the Formula One Group. Each reporting period, the notional shares representing the intergroup interest were marked to fair value. As the notional shares underlying the intergroup interest were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Formula One common stock. However, Liberty assumed that the notional shares (if and when issued) would be comprised of Series A Liberty Formula One common stock since Series A Liberty Formula One common stock underlie the Convertible Notes. Therefore, the market price of Series A Liberty Formula One common stock was used for the quarterly mark-to-market adjustment through the unaudited attributed condensed consolidated statements of operations. The notional shares representing the intergroup interest had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interest were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interest was dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interest to fair value during the period.

For periods in which share settlement of the 2.25% Convertible Senior Notes due 2027, which may be settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instrument during the period, net of tax where appropriate. Additionally, an adjustment is also made to the numerator for a hypothetical mark-to-market adjustment on the shares of Series A Liberty Formula One common stock included in the Securities Basket underlying the warrants in periods in which cash settlement would be more dilutive than share settlement.


	Three months ended September 30,			Nine months ended September 30,
	2023		2022	2023	2022

		amounts in millions
Basic earnings (loss) attributable to Liberty Formula One stockholders	$	118	108	125	184
Adjustments		(23)	(32)	(37)	(39)
Diluted earnings (loss) attributable to Liberty Formula One stockholders	$	95	76	88	145

Schedule for reconciliation of basic and diluted weighted average shares

The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.


	Three months ended September 30,			Nine months ended September 30,
	2023		2022	2023	2022

		numbers of shares in millions
Basic WASO		92	NA	92	NA
Potentially dilutive shares (a)		—	NA	—	NA
Diluted WASO (b)		92	NA	92	NA

(a)

Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

(b)

A hypothetical mark-to-market adjustment on the shares of Series A Liberty Live common stock included in the Securities Basket underlying the warrants is included in the numerator adjustment in periods in which cash settlement of the warrants would be more dilutive than share settlement.


	Three months ended September 30,			Nine months ended September 30,
	2023		2022	2023	2022

		amounts in millions
Basic earnings (loss) attributable to Liberty Live stockholders	$	(19)	NA	(19)	NA
Adjustments		—	NA	—	NA
Diluted earnings (loss) attributable to Liberty Live stockholders	$	(19)	NA	(19)	NA

Schedule for reconciliation of basic and diluted weighted average shares


	Three months ended September 30,			Nine months ended September 30,
	2023		2022	2023	2022

		numbers of shares in millions
Basic WASO		53	53	53	53
Potentially dilutive shares (a)		—	—	1	9
Diluted WASO (b)		53	53	54	62

(a)

Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

(b)

As described in note 2, the intergroup interests in the Braves Group held by the Formula One Group and the Liberty SiriusXM Group were settled and extinguished in connection with the Split-Off. The intergroup interests were quasi-equity interests, which were not represented by outstanding shares of common stock; rather, the Formula One Group and the Liberty SiriusXM Group had attributed values in the Braves Group which were generally stated in terms of a number of shares of stock issuable to the Formula One Group and the Liberty SiriusXM Group with respect to their interests in the Braves Group. Each reporting period, the notional shares representing the intergroup interests were marked to fair value. As the notional shares underlying the intergroup interests were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Braves common stock. However, Liberty assumed that the notional shares (if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series C Liberty Braves common stock in order to not dilute voting percentages and the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock since Series A Liberty Braves common stock underlie the Convertible Notes. Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock were historically used for the quarterly mark-to-market adjustment for the intergroup interests held by Formula One Group and Liberty SiriusXM Group, respectively, through the unaudited attributed condensed consolidated statements of operations. During the second quarter of 2023, Liberty determined that, in connection with the Split-Off, shares of Atlanta Braves Holdings Series C common stock would be used to settle and extinguish the intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group. Following such determination, the market price of Series C Liberty Braves common stock was used for the mark-to-market adjustment for the intergroup interest held by the Liberty SiriusXM Group.

The notional shares representing the intergroup interests had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interests were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interests were dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interests to fair value during the period. Additionally, prior to the Split-Off, a hypothetical mark-to-market adjustment on the shares of Series A Liberty Braves common stock included in the Securities Basket underlying the warrants was included in the numerator adjustment in periods in which cash settlement of the warrants would be more dilutive than share settlement.


	Three months ended September 30,			Nine months ended September 30,
	2023		2022	2023	2022

		amounts in millions
Basic earnings (loss) attributable to Liberty Braves stockholders	$	(21)	(22)	(109)	29
Adjustments		—	—	—	(5)
Diluted earnings (loss) attributable to Liberty Braves stockholders	$	(21)	(22)	(109)	24

Quarterly report pursuant to Section 13 or 15(d)

Earnings Attributable to Liberty Media Corporation Stockholders Per Common Share (Tables)