UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35707

LIBERTY MEDIA CORPORATION

(Exact name of Registrant as specified in its charter)


State of Delaware		37-1699499
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12300 Liberty Boulevard Englewood, Colorado		80112
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (720) 875-5400

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Liberty SiriusXM Common Stock	LSXMA	The Nasdaq Stock Market LLC
Series B Liberty SiriusXM Common Stock	LSXMB	The Nasdaq Stock Market LLC
Series C Liberty SiriusXM Common Stock	LSXMK	The Nasdaq Stock Market LLC
Series A Liberty Braves Common Stock	BATRA	The Nasdaq Stock Market LLC
Series C Liberty Braves Common Stock	BATRK	The Nasdaq Stock Market LLC
Series A Liberty Formula One Common Stock	FWONA	The Nasdaq Stock Market LLC
Series C Liberty Formula One Common Stock	FWONK	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☒		Accelerated Filer ☐		Non-accelerated Filer ☐		Smaller Reporting Company ☐		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

The number of outstanding shares of Liberty Media Corporation's common stock as of July 31, 2021 was:


	Series A	Series B	Series C
Liberty SiriusXM common stock	97,425,637	9,802,232	225,196,788
Liberty Braves common stock	10,312,954	981,494	40,973,208
Liberty Formula One common stock	25,836,549	2,445,895	203,597,020

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	June 30, 2021		December 31, 2020

	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	3,935	2,831
Trade and other receivables, net		823	823
Other current assets		603	376
Total current assets		5,361	4,030
Investments in affiliates, accounted for using the equity method (note 6)		881	1,018

Property and equipment, at cost		3,899	4,017
Accumulated depreciation		(1,906)	(1,778)
		1,993	2,239
Intangible assets not subject to amortization (note 7):
Goodwill		19,247	19,218
FCC licenses		8,600	8,600
Other		1,385	1,385
		29,232	29,203
Intangible assets subject to amortization, net (note 7)		5,085	5,378
Other assets		3,102	2,136
Total assets	$	45,654	44,004

Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,567	1,583
Current portion of debt, including $543 million and $684 million measured at fair value, respectively (note 8)		1,553	743
Deferred revenue		2,211	2,070
Other current liabilities		109	94
Total current liabilities		5,440	4,490
Long-term debt, including $4,068 million and $3,861 million measured at fair value, respectively (note 8)		17,420	16,686
Deferred income tax liabilities		2,156	2,126
Other liabilities		1,055	1,101
Total liabilities		26,071	24,403

(Continued)

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)


	June 30, 2021		December 31, 2020

	amounts in millions,
	except share amounts
Redeemable noncontrolling interests in equity of subsidiary (note 9)		575	—

Stockholders' equity:
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued		—	—
Series A Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 97,425,637 shares at June 30, 2021 and 99,383,666 shares at December 31, 2020 (note 2)		1	1
Series A Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 10,312,954 shares at June 30, 2021 and 10,312,670 shares at December 31, 2020 (note 2)		—	—
Series A Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 25,836,549 shares at June 30, 2021 and 25,835,838 shares at December 31, 2020 (note 2)		—	—
Series B Liberty SiriusXM common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 9,802,232 shares at June 30, 2021 and 9,802,237 at December 31, 2020 (note 2)		—	—
Series B Liberty Braves common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 981,494 shares at June 30, 2021 and 981,778 at December 31, 2020 (note 2)		—	—
Series B Liberty Formula One common stock, $.01 par value. Authorized 18,750,000 shares; issued and outstanding 2,445,895 shares at June 30, 2021 and 2,446,606 shares at December 31, 2020 (note 2)		—	—
Series C Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 226,108,596 shares at June 30, 2021 and 229,575,090 shares at December 31, 2020 (note 2)		2	2
Series C Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 40,973,208 shares at June 30, 2021 and 40,958,175 shares at December 31, 2020 (note 2)		—	—
Series C Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 203,597,020 shares at June 30, 2021 and 203,538,477 shares at December 31, 2020 (note 2)		2	2
Additional paid-in capital		2,225	2,688
Accumulated other comprehensive earnings (loss), net of taxes		37	78
Retained earnings		12,621	12,320
Total stockholders' equity		14,888	15,091
Noncontrolling interests in equity of subsidiaries		4,120	4,510
Total equity		19,008	19,601
Commitments and contingencies (note 10)
Total liabilities and equity	$	45,654	44,004

See accompanying notes to condensed consolidated financial statements.

I-4

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)


	Three months ended			Six months ended
	June 30,			June 30,
	2021		2020	2021	2020

	amounts in millions,
	except per share amounts
Revenue:
Sirius XM Holdings revenue	$	2,159	1,874	4,217	3,826
Formula 1 revenue		501	24	681	63
Other revenue		216	11	232	33
Total revenue		2,876	1,909	5,130	3,922
Operating costs and expenses, including stock-based compensation (note 3):
Cost of services (exclusive of depreciation shown separately below):
Revenue share and royalties		663	587	1,303	1,157
Programming and content		135	110	265	228
Customer service and billing		127	122	244	240
Other		58	47	110	91
Cost of Formula 1 revenue		398	16	482	59
Subscriber acquisition costs		89	48	175	147
Other operating expense		208	85	292	185
Selling, general and administrative		445	390	855	798
Impairment, restructuring and acquisition costs (note 10)		(137)	24	108	24
Depreciation and amortization		268	266	532	533
		2,254	1,695	4,366	3,462
Operating income (loss)		622	214	764	460
Other income (expense):
Interest expense		(158)	(163)	(316)	(327)
Share of earnings (losses) of affiliates, net (note 6)		(48)	(193)	(143)	(255)
Realized and unrealized gains (losses) on financial instruments, net (note 5)		155	(180)	106	(179)
Other, net		13	14	28	31
		(38)	(522)	(325)	(730)
Earnings (loss) before income taxes		584	(308)	439	(270)
Income tax (expense) benefit		(56)	46	75	10
Net earnings (loss)		528	(262)	514	(260)
Less net earnings (loss) attributable to the noncontrolling interests		111	64	160	142
Less net earnings (loss) attributable to redeemable noncontrolling interest (note 9)		—	—	53	—
Net earnings (loss) attributable to Liberty stockholders	$	417	(326)	301	(402)

Net earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	337	(88)	326	126
Liberty Braves common stock		25	(38)	(34)	15
Liberty Formula One common stock		55	(200)	9	(543)
	$	417	(326)	301	(402)

(Continued)

See accompanying notes to condensed consolidated financial statements.

I-5

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Continued)

(unaudited)


	Three months ended			Six months ended
	June 30,			June 30,
	2021		2020	2021	2020
Basic net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4):
Series A, B and C Liberty SiriusXM common stock		1.01	(0.27)	0.97	0.39
Series A, B and C Liberty Braves common stock		0.48	(0.75)	(0.65)	0.29
Series A, B and C Liberty Formula One common stock		0.24	(0.86)	0.04	(2.34)
Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4):
Series A, B and C Liberty SiriusXM common stock		1.00	(0.28)	0.96	0.28
Series A, B and C Liberty Braves common stock		0.39	(0.75)	(0.65)	(1.22)
Series A, B and C Liberty Formula One common stock		0.24	(0.86)	0.04	(2.34)

See accompanying notes to condensed consolidated financial statements.

I-6

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)


	Three months ended			Six months ended
	June 30,			June 30,
	2021		2020	2021	2020

	amounts in millions
Net earnings (loss)	$	528	(262)	514	(260)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		10	15	14	(22)
Credit risk on fair value debt instruments gains (losses)		(5)	21	(53)	237
Unrealized holding gains (losses) arising during the period		—	—	(1)	(6)
Share of other comprehensive earnings (loss) of equity affiliates		2	4	3	(26)
Gains (losses) on early extinguishment of debt		(1)	—	(1)	—
Comprehensive earnings (loss)		534	(222)	476	(77)
Less comprehensive earnings (loss) attributable to the noncontrolling interests		113	68	163	136
Less comprehensive earnings (loss) attributable to redeemable noncontrolling interest (note 9)		—	—	53	—
Comprehensive earnings (loss) attributable to Liberty stockholders	$	421	(290)	260	(213)

Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	341	(53)	293	221
Liberty Braves common stock		25	(39)	(35)	8
Liberty Formula One common stock		55	(198)	2	(442)
	$	421	(290)	260	(213)

See accompanying notes to condensed consolidated financial statements.

I-7

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Six months ended
	June 30,
	2021		2020

	amounts in millions
Cash flows from operating activities:
Net earnings	$	514	(260)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		532	533
Stock-based compensation		123	112
Non-cash impairment and restructuring costs		245	24
Share of (earnings) loss of affiliates, net		143	255
Realized and unrealized (gains) losses on financial instruments, net		(106)	179
Deferred income tax expense (benefit)		(101)	(34)
Other, net		3	10
Changes in operating assets and liabilities
Current and other assets		(176)	(240)
Payables and other liabilities		58	290
Net cash provided (used) by operating activities		1,235	869
Cash flows from investing activities:
Investments in equity method affiliates and debt and equity securities		(185)	(87)
Investment of subsidiary initial public offering proceeds into trust account		(575)	—
Return of investment in equity method affiliates		38	105
Cash proceeds from sale of investments		169	13
Cash (paid) received for acquisitions, net of cash acquired		(14)	(28)
Capital expended for property and equipment, including internal-use software and website development		(190)	(206)
Other investing activities, net		3	—
Net cash provided (used) by investing activities		(754)	(203)
Cash flows from financing activities:
Borrowings of debt		3,794	2,835
Repayments of debt		(2,513)	(884)
Liberty SiriusXM stock repurchases		(243)	(138)
Subsidiary shares repurchased by subsidiary		(856)	(399)
Proceeds from Liberty SiriusXM common stock rights offering		—	754
Cash dividends paid by subsidiary		(28)	(33)
Taxes paid in lieu of shares issued for stock-based compensation		(45)	(46)
Proceeds from initial public offering of subsidiary		575	—
Other financing activities, net		(34)	(20)
Net cash provided (used) by financing activities		650	2,069
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		(2)	(10)
Net increase (decrease) in cash, cash equivalents and restricted cash		1,129	2,725
Cash, cash equivalents and restricted cash at beginning of period		2,877	1,306
Cash, cash equivalents and restricted cash at end of period	$	4,006	4,031

I-8


Part I – Financial Information
Item 1. Financial Statements
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited)		I-3
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Operations (unaudited)		I-5
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)		I-7
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited)		I-8
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Equity (unaudited)		I-10
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited)		I-14

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	I-48
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	I-67
	Item 4. Controls and Procedures	I-69

Part II — Other Information
	Item 1. Legal Proceedings	II-1
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	II-1
	Item 6. Exhibits	II-2

SIGNATURES		II-3


	June 30,		December 31,
	2021		2020

	amounts in millions
Cash and cash equivalents	$	3,935	2,831
Restricted cash included in other current assets		49	16
Restricted cash included in other assets		22	30
Total cash and cash equivalents and restricted cash at end of period	$	4,006	2,877