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 September 30, 2022


☐	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 October 31, 2022 was:


	Series A	Series B	Series C
Liberty SiriusXM common stock	98,094,012	9,802,232	218,565,844
Liberty Braves common stock	10,313,935	981,262	41,573,282
Liberty Formula One common stock	23,974,078	2,445,666	207,402,332

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	September 30, 2022		December 31, 2021

	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	2,542	2,814
Trade and other receivables, net		826	828
Other current assets		602	1,170
Total current assets		3,970	4,812
Investments in affiliates, accounted for using the equity method (note 6)		1,028	945

Property and equipment, at cost		4,329	4,027
Accumulated depreciation		(2,147)	(2,017)
		2,182	2,010
Intangible assets not subject to amortization (note 7):
Goodwill		19,341	19,248
FCC licenses		8,600	8,600
Other		1,366	1,385
		29,307	29,233
Intangible assets subject to amortization, net (note 7)		4,406	4,797
Other assets		2,342	2,554
Total assets	$	43,235	44,351

Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,640	1,832
Current portion of debt, including $424 million and $2,850 million measured at fair value, respectively (note 8)		499	2,891
Deferred revenue		1,930	1,790
Other current liabilities		95	97
Total current liabilities		4,164	6,610
Long-term debt, including $2,927 million and $2,372 million measured at fair value, respectively (note 8)		17,066	15,699
Deferred income tax liabilities		2,093	2,218
Other liabilities		868	987
Total liabilities	$	24,191	25,514

(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)


	September 30, 2022		December 31, 2021

	amounts in millions,
	except share amounts
Redeemable noncontrolling interests in equity of subsidiary (note 9)	$	578	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 98,094,012 shares at September 30, 2022 and 101,623,360 shares at December 31, 2021 (note 2)		1	1
Series A Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 10,313,935 shares at September 30, 2022 and 10,313,703 shares at December 31, 2021 (note 2)		—	—
Series A Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 23,974,078 shares at September 30, 2022 and 24,638,242 shares at December 31, 2021 (note 2)		—	—
Series B Liberty SiriusXM common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 9,802,232 shares at September 30, 2022 and 9,802,232 at December 31, 2021 (note 2)		—	—
Series B Liberty Braves common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 981,262 shares at September 30, 2022 and 981,494 at December 31, 2021 (note 2)		—	—
Series B Liberty Formula One common stock, $.01 par value. Authorized 18,750,000 shares; issued and outstanding 2,445,666 shares at September 30, 2022 and 2,445,895 shares at December 31, 2021 (note 2)		—	—
Series C Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 218,559,292 shares at September 30, 2022 and 222,874,721 shares at December 31, 2021 (note 2)		2	2
Series C Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 41,572,400 shares at September 30, 2022 and 41,494,524 shares at December 31, 2021 (note 2)		—	—
Series C Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 207,173,169 shares at September 30, 2022 and 205,107,088 shares at December 31, 2021 (note 2)		2	2
Additional paid-in capital		1,367	1,954
Accumulated other comprehensive earnings (loss), net of taxes		(42)	(5)
Retained earnings		14,004	12,718
Total stockholders' equity		15,334	14,672
Noncontrolling interests in equity of subsidiaries		3,132	3,590
Total equity		18,466	18,262
Commitments and contingencies (note 10)
Total liabilities and equity	$	43,235	44,351

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			Nine months ended
	September 30,			September 30,
	2022		2021	2022	2021

	amounts in millions,
	except per share amounts
Revenue:
Sirius XM Holdings revenue	$	2,280	2,198	6,720	6,415
Formula 1 revenue		715	668	1,819	1,349
Other revenue		252	234	535	466
Total revenue		3,247	3,100	9,074	8,230
Operating costs and expenses, including stock-based compensation (note 3):
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below):
Revenue share and royalties		709	671	2,090	1,974
Programming and content		156	142	448	407
Customer service and billing		122	128	373	372
Other		54	57	166	167
Cost of Formula 1 revenue		494	449	1,223	931
Subscriber acquisition costs		86	70	267	245
Other operating expense		253	221	590	513
Selling, general and administrative		525	481	1,527	1,336
Impairment, restructuring and acquisition costs, net of recoveries (note 10)		74	(95)	75	13
Depreciation and amortization		268	274	790	806
		2,741	2,398	7,549	6,764
Operating income (loss)		506	702	1,525	1,466
Other income (expense):
Interest expense		(179)	(168)	(497)	(484)
Share of earnings (losses) of affiliates, net (note 6)		111	9	158	(134)
Realized and unrealized gains (losses) on financial instruments, net (note 5)		106	(40)	545	66
Gains (losses) on dilution of investment in affiliate		2	142	9	152
Other, net		18	(72)	78	(54)
		58	(129)	293	(454)
Earnings (loss) before income taxes		564	573	1,818	1,012
Income tax (expense) benefit		(130)	(173)	(414)	(98)
Net earnings (loss)		434	400	1,404	914
Less net earnings (loss) attributable to the noncontrolling interests		46	74	164	234
Less net earnings (loss) attributable to redeemable noncontrolling interest (note 9)		(3)	(2)	(13)	51
Net earnings (loss) attributable to Liberty stockholders	$	391	328	1,253	629

Net earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	305	342	1,040	668
Liberty Braves common stock		(22)	36	29	2
Liberty Formula One common stock		108	(50)	184	(41)
	$	391	328	1,253	629

(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			Nine months ended
	September 30,			September 30,
	2022		2021	2022	2021
Basic net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4):
Series A, B and C Liberty SiriusXM common stock		0.93	1.03	3.16	1.99
Series A, B and C Liberty Braves common stock		(0.42)	0.69	0.55	0.04
Series A, B and C Liberty Formula One common stock		0.46	(0.22)	0.79	(0.18)
Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4):
Series A, B and C Liberty SiriusXM common stock		0.82	1.02	2.89	1.98
Series A, B and C Liberty Braves common stock		(0.42)	0.39	0.39	0.04
Series A, B and C Liberty Formula One common stock		0.31	(0.22)	0.60	(0.18)

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			Nine months ended
	September 30,			September 30,
	2022		2021	2022	2021

	amounts in millions
Net earnings (loss)	$	434	400	1,404	914
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		(36)	(16)	(50)	(2)
Credit risk on fair value debt instruments gains (losses)		(26)	(35)	29	(88)
Unrealized holding gains (losses) arising during the period		—	—	4	(1)
Share of other comprehensive earnings (loss) of equity affiliates		(5)	(2)	(1)	1
Recognition of previously unrealized (gains) losses on debt		(11)	—	(25)	(1)
Comprehensive earnings (loss)		356	347	1,361	823
Less comprehensive earnings (loss) attributable to the noncontrolling interests		41	72	158	235
Less comprehensive earnings (loss) attributable to redeemable noncontrolling interest (note 9)		(3)	(2)	(13)	51
Comprehensive earnings (loss) attributable to Liberty stockholders	$	318	277	1,216	537

Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	241	296	1,018	589
Liberty Braves common stock		(22)	36	33	1
Liberty Formula One common stock		99	(55)	165	(53)
	$	318	277	1,216	537

See accompanying notes to condensed consolidated financial statements.

I-7

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Nine months ended
	September 30,
	2022		2021

	amounts in millions
Cash flows from operating activities:
Net earnings (loss)	$	1,404	914
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization		790	806
Stock-based compensation		173	188
Non-cash impairment and restructuring costs		73	24
Share of (earnings) loss of affiliates, net		(158)	134
Realized and unrealized (gains) losses on financial instruments, net		(545)	(66)
Losses (gains) on dilution of investment in affiliate		(9)	(152)
Deferred income tax expense (benefit)		277	33
Other, net		(18)	87
Changes in operating assets and liabilities
Current and other assets		(102)	(45)
Payables and other liabilities		(145)	(250)
Net cash provided (used) by operating activities		1,740	1,673
Cash flows from investing activities:
Investments in equity method affiliates and debt and equity securities		(41)	(218)
Investment of subsidiary initial public offering proceeds into trust account		—	(575)
Cash proceeds from dispositions		149	196
Cash (paid) received for acquisitions, net of cash acquired		(136)	(14)
Capital expended for property and equipment, including internal-use software and website development		(555)	(280)
Proceeds from insurance recoveries		—	225
Other investing activities, net		77	51
Net cash provided (used) by investing activities		(506)	(615)
Cash flows from financing activities:
Borrowings of debt		3,622	6,407
Repayments of debt		(3,948)	(6,129)
Liberty stock repurchases		(395)	(398)
Subsidiary shares repurchased by subsidiary		(599)	(1,174)
Cash dividends paid by subsidiary		(233)	(41)
Taxes paid in lieu of shares issued for stock-based compensation		(109)	(93)
Proceeds from initial public offering of subsidiary		—	575
Other financing activities, net		82	(128)
Net cash provided (used) by financing activities		(1,580)	(981)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		(13)	(5)
Net increase (decrease) in cash, cash equivalents and restricted cash		(359)	72
Cash, cash equivalents and restricted cash at beginning of period		2,924	2,877
Cash, cash equivalents and restricted cash at end of period	$	2,565	2,949

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-44
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	I-63
	Item 4. Controls and Procedures	I-64

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


	September 30,		December 31,
	2022		2021

	amounts in millions
Cash and cash equivalents	$	2,542	2,814
Restricted cash included in other current assets		15	88
Restricted cash included in other assets		8	22
Total cash and cash equivalents and restricted cash at end of period	$	2,565	2,924