UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its charter)
State of | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
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.
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).
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.
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
The number of outstanding shares of Liberty Media Corporation's common stock as of April 30, 2025 was:
Series A | Series B | Series C | |||||
Liberty Formula One common stock | |||||||
Liberty Live common stock |
Table of Contents
I-2
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited)
March 31, 2025 |
| December 31, 2024 |
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amounts in millions |
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Assets | |||||
Current assets: | |||||
Cash and cash equivalents | $ | |
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Trade and other receivables, net |
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Other current assets |
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Total current assets |
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Investments in affiliates, accounted for using the equity method (note 7) |
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Property and equipment, at cost |
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Accumulated depreciation |
| ( |
| ( | |
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Goodwill |
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Intangible assets subject to amortization, net |
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Deferred income tax assets | | | |||
Other assets |
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Total assets | $ | |
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Liabilities and Equity | |||||
Current liabilities: | |||||
Accounts payable and accrued liabilities | $ | |
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Current portion of debt (note 8) | | | |||
Deferred revenue |
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Financial instrument liabilities | | | |||
Other current liabilities |
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Total current liabilities |
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Long-term debt, including $ |
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Other liabilities |
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Total liabilities | $ | |
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(Continued)
See accompanying notes to condensed consolidated financial statements.
I-3
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Continued)
(unaudited)
| March 31, 2025 |
| December 31, 2024 |
| ||
amounts in millions, |
| |||||
except share amounts |
| |||||
Stockholders' equity: | ||||||
Preferred stock, $ | $ |
| ||||
Series A Liberty Formula One common stock, $ | ||||||
Series A Liberty Live common stock, $ | ||||||
Series B Liberty Formula One common stock, $ | ||||||
Series B Liberty Live common stock, $ | ||||||
Series C Liberty Formula One common stock, $ | | | ||||
Series C Liberty Live common stock, $ | | | ||||
Additional paid-in capital |
| — |
| — | ||
Accumulated other comprehensive earnings (loss), net of taxes |
| ( |
| ( | ||
Retained earnings |
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Total stockholders' equity |
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Noncontrolling interests in equity of subsidiaries |
| |
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Total equity |
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Commitments and contingencies (note 9) | ||||||
Total liabilities and equity | $ | |
| |
See accompanying notes to condensed consolidated financial statements.
I-4
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)
Three months ended |
| |||||
March 31, |
| |||||
| 2025 |
| 2024 |
| ||
amounts in millions, |
| |||||
except per share amounts |
| |||||
Revenue: | ||||||
Formula 1 revenue | $ | | | |||
Other revenue |
| |
| | ||
Total revenue |
| |
| | ||
Operating costs and expenses: | ||||||
Cost of Formula 1 revenue (exclusive of depreciation shown separately below) | | | ||||
Other cost of sales | | | ||||
Other operating expense |
| |
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Selling, general and administrative, including stock-based compensation (note 4): |
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Acquisition costs | | | ||||
Depreciation and amortization |
| |
| | ||
| |
| | |||
Operating income (loss) |
| ( |
| | ||
Other income (expense): | ||||||
Interest expense |
| ( |
| ( | ||
Share of earnings (losses) of affiliates, net (note 7) |
| |
| ( | ||
Realized and unrealized gains (losses) on financial instruments, net (note 6) |
| |
| ( | ||
Other, net |
| |
| | ||
| |
| ( | |||
Earnings (loss) from continuing operations before income taxes |
| ( |
| | ||
Income tax (expense) benefit |
| |
| ( | ||
Net earnings (loss) from continuing operations |
| |
| | ||
Net earnings (loss) from discontinued operations (note 2) | — | | ||||
Net earnings (loss) | | | ||||
Less net earnings (loss) attributable to the noncontrolling interests |
| — |
| | ||
Net earnings (loss) attributable to Liberty stockholders | $ | |
| | ||
Net earnings (loss) from continuing operations attributable to Liberty stockholders: | ||||||
Liberty Formula One common stock | $ | | | |||
Liberty Live common stock | ( | ( | ||||
Net earnings (loss) from discontinued operations attributable to Liberty stockholders: | ||||||
Liberty SiriusXM common stock | — | | ||||
$ | | |
(Continued)
See accompanying notes to condensed consolidated financial statements.
I-5
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Continued)
(unaudited)
Three months ended | ||||||
March 31, | ||||||
2025 |
| 2024 | ||||
Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (notes 3 and 5): | ||||||
Series A, B and C Liberty Formula One common stock | $ | | | |||
Series A, B and C Liberty Live common stock | $ | ( | ( | |||
Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share (notes 3 and 5): | ||||||
Series A, B and C Liberty SiriusXM common stock | $ | NA | | |||
Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (notes 3 and 5): | ||||||
Series A, B and C Liberty Formula One common stock | $ | | | |||
Series A, B and C Liberty Live common stock | $ | ( | ( | |||
Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share (notes 3 and 5): | ||||||
Series A, B and C Liberty SiriusXM common stock | $ | NA | |
See accompanying notes to condensed consolidated financial statements.
I-6
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(unaudited)
Three months ended | ||||||
March 31, |
| |||||
| 2025 |
| 2024 | |||
amounts in millions | ||||||
Net earnings (loss) | $ | |
| | ||
Other comprehensive earnings (loss), net of taxes: | ||||||
Foreign currency translation adjustments |
| |
| ( | ||
Credit risk on fair value debt instruments gains (losses) |
| ( |
| ( | ||
Share of other comprehensive earnings (loss) of equity affiliates |
| |
| | ||
Other comprehensive earnings (loss) from continuing operations |
| |
| ( | ||
Other comprehensive earnings (loss) from discontinued operations | — | ( | ||||
Comprehensive earnings (loss) | | | ||||
Less comprehensive earnings (loss) attributable to the noncontrolling interests |
| — |
| | ||
Comprehensive earnings (loss) attributable to Liberty stockholders | $ | |
| | ||
Comprehensive earnings (loss) from continuing operations attributable to Liberty stockholders: | ||||||
Liberty Formula One common stock | $ | | | |||
Liberty Live common stock | ( | ( | ||||
Comprehensive earnings (loss) from discontinued operations attributable to Liberty stockholders: | ||||||
Liberty SiriusXM common stock | NA | | ||||
$ | | |
See accompanying notes to condensed consolidated financial statements.
I-7
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited)
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Cash flows from operating activities: | ||||||
Net earnings (loss) | $ | |
| | ||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||
(Earnings) loss from discontinued operations | — | ( | ||||
Depreciation and amortization |
| |
| | ||
Stock-based compensation |
| |
| | ||
Share of (earnings) loss of affiliates, net |
| ( |
| | ||
Realized and unrealized (gains) losses on financial instruments, net |
| ( |
| | ||
Deferred income tax expense (benefit) |
| ( |
| ( | ||
Intergroup tax allocation | — | ( | ||||
Other, net |
| — |
| | ||
Changes in operating assets and liabilities | ||||||
Current and other assets |
| ( |
| ( | ||
Payables and other liabilities |
| |
| | ||
Net cash provided (used) by operating activities |
| |
| | ||
Cash flows from investing activities: | ||||||
Investments in equity method affiliates and debt and equity securities |
| ( |
| ( | ||
Cash (paid) received for acquisitions, net of cash acquired | ( | ( | ||||
Capital expended for property and equipment, including internal-use software and website development |
| ( |
| ( | ||
Other investing activities, net |
| ( |
| ( | ||
Net cash provided (used) by investing activities |
| ( |
| ( | ||
Cash flows from financing activities: | ||||||
Repayments of debt |
| ( |
| ( | ||
Other financing activities, net |
| ( |
| | ||
Net cash provided (used) by financing activities |
| ( |
| ( | ||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | | — | ||||
Net cash provided (used) by discontinued operations: | ||||||
Cash provided (used) by operating activities | | | ||||
Cash provided (used) by investing activities | | ( | ||||
Cash provided (used) by financing activities | | ( | ||||
Net cash provided (used) by discontinued operations | | ( | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
| |
| ( | ||
Cash, cash equivalents and restricted cash at beginning of period |
| |
| | ||
Cash, cash equivalents and restricted cash at end of period | $ | |
| |
The following table reconciles cash and cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows:
March 31, 2025 |
| December 31, 2024 | ||||
amounts in millions | ||||||
Cash and cash equivalents | $ | | | |||
| | |||||
Total cash, cash equivalents and restricted cash at end of period | $ | | |
See accompanying notes to condensed consolidated financial statements.
I-8
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
(unaudited)
Stockholders' equity |
| |||||||||||||||||||||||||
|
| Accumulated |
|
| Noncontrolling |
| ||||||||||||||||||||
Additional | other | interest in | ||||||||||||||||||||||||
Preferred | Liberty Formula One | Liberty Live | Paid-in | comprehensive | Retained | equity of | Total | |||||||||||||||||||
| Stock |
| Series A |
| Series B |
| Series C |
| Series A |
| Series B |
| Series C |
| Capital |
| earnings (loss) |
| earnings |
| subsidiaries |
| equity |
| ||
amounts in millions | ||||||||||||||||||||||||||
Balance at January 1, 2025 | $ | — | — | — | | — | — | |
| — | ( |
| |
| |
| | |||||||||
Net earnings (loss) | — | — | — | — | — | — | — | — | — |
| |
| — |
| | |||||||||||
Other comprehensive earnings (loss) | — | — | — | — | — | — | — |
| — | |
| — |
| — |
| | ||||||||||
Stock-based compensation |
| — | — | — | — | — | — | — |
| | — |
| — |
| — |
| | |||||||||
Withholding taxes on net share settlements of stock-based compensation | — | — | — | — | — | — | — |
| ( | — |
| — |
| — |
| ( | ||||||||||
Reclassification to additional paid-in capital | — | — | — | — | — | — | — |
| | — |
| ( |
| — | — | |||||||||||
Other, net | — | — | — | — | — | — | — | — | — | | — | | ||||||||||||||
Balance at March 31, 2025 | $ | — | — | — | | — | — | |
| — | ( |
| |
| | |
Stockholders' equity |
| |||||||||||||||||||||||||||||||
|
| Accumulated |
|
| Noncontrolling |
| ||||||||||||||||||||||||||
Additional | other | interest in | ||||||||||||||||||||||||||||||
Preferred | Liberty Formula One | Liberty Live | Liberty SiriusXM | Paid-in | comprehensive | Retained | equity of | Total | ||||||||||||||||||||||||
| Stock |
| Series A |
| Series B |
| Series C | Series A |
| Series B |
| Series C | Series A |
| Series B |
| Series C |
| Capital |
| earnings (loss) |
| earnings |
| subsidiaries |
| equity |
| ||||
amounts in millions | ||||||||||||||||||||||||||||||||
Balance at January 1, 2024 | $ | — | — | — | | — | — | | | — | |
| | |
| |
| | | |||||||||||||
Net earnings (loss) | — | — | — | — | — | — | — | — | — | — | — | — | | | | |||||||||||||||||
Other comprehensive earnings (loss) | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( |
| ( | ||||||||||||||||
Stock-based compensation |
| — | — | — | — | — | — | — | — | — | — | | — | — | |
| | |||||||||||||||
Withholding taxes on net share settlements of stock-based compensation | — | — | — | — | — | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||
Dividends paid by subsidiary | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Other, net | — | — | — | — | — | — | — | — | — | — | ( | — | | | | |||||||||||||||||
Balance at March 31, 2024 | $ | — | — | — | | — | — | | | — | |
| | ( |
| |
| | |
See accompanying notes to condensed consolidated financial statements.
I-9
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) Basis of Presentation
The accompanying condensed consolidated financial statements include all the accounts of Liberty Media Corporation and its controlled subsidiaries (“Liberty,” the “Company,” “we,” “us,” or “our” unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated.
Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom. Liberty’s most significant subsidiary is Delta Topco Limited (the parent company of Formula 1). Our most significant investment accounted for under the equity method is Live Nation Entertainment, Inc. (“Live Nation”).
Sirius XM Holdings Inc. (“Sirius XM Holdings”) was a subsidiary of the Company until the Liberty Sirius XM Holdings Split-Off (as defined in note 2) on September 9, 2024. Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”), which included Sirius XM Holdings, is presented as a discontinued operation in the Company’s condensed consolidated financial statements. See note 2 for details of the Liberty Sirius XM Holdings Split-Off.
The accompanying (a) condensed consolidated balance sheet as of December 31, 2024, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) fair value measurement of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates.
Liberty holds investments that are accounted for using the equity method. Liberty does not control the decision making process or business management practices of these affiliates. Accordingly, Liberty relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, Liberty relies on audit reports that are provided by the affiliates’ independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on Liberty's condensed consolidated financial statements.
On March 29, 2024, the Company agreed, subject to certain conditions, to acquire approximately
I-10
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
2025 and December 31, 2024. During the three months ended March 31, 2025, the Company extended a portion of the foreign currency forward contracts through the extended longstop date.
Liberty has entered into certain agreements with QVC Group, Inc., formerly known as Qurate Retail, Inc. (“QVC Group”), Liberty TripAdvisor Holdings, Inc. (“TripCo”), Liberty Broadband Corporation (“Liberty Broadband”) and Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”), all of which are separate publicly traded companies, in order to govern relationships between the companies. None of these entities has any stock ownership, beneficial or otherwise, in any of the others. These agreements include Reorganization Agreements (in the case of QVC Group, Liberty Broadband and Atlanta Braves Holdings only), Services Agreements, Facilities Sharing Agreements, Tax Sharing Agreements (in the case of Liberty Broadband and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of Liberty Broadband only). In addition, as a result of certain corporate transactions, Liberty and QVC Group may have obligations to each other for certain tax related matters. Effective August 31, 2024, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement with Atlanta Braves Holdings were terminated and members of Liberty management that served as officers of Atlanta Braves Holdings stepped down from their positions with Atlanta Braves Holdings (with limited exceptions), even though they may continue to provide services on an as-needed basis for a de minimis expense.
The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of QVC Group, Liberty Broadband and Atlanta Braves Holdings, including certain cross-indemnities. Under the Facilities Sharing Agreements, Liberty shares office space and related amenities at its corporate headquarters with QVC Group, TripCo, Liberty Broadband and, until August 31, 2024, Atlanta Braves Holdings. Pursuant to the Services Agreements, Liberty provides QVC Group, TripCo, Liberty Broadband and Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. QVC Group, TripCo, Liberty Broadband and Atlanta Braves Holdings reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and, in the case of QVC Group, QVC Group’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group. TripCo, Liberty Broadband and Atlanta Braves Holdings reimburse Liberty for shared services and personnel based on a flat fee. Liberty and QVC Group intend to transition various general and administrative services currently provided to QVC Group under the Services Agreement to members of the QVC, Inc. management team. As part of the transition, effective March 31, 2025, members of Liberty management that served as officers of QVC Group stepped down from their positions with QVC Group (with limited exceptions). Under these various agreements, approximately $
TripCo became a wholly owned subsidiary of Tripadvisor, Inc. effective April 29, 2025, and the Services Agreement and Facilities Sharing Agreement between Liberty and TripCo were terminated as of such date.
Seasonality
Formula 1 recognizes the majority of its revenue and expenses in connection with World Championship race events (“Events”) that take place in different countries around the world throughout the year. The Events in the past have generally taken place between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year.
QuintEvents, LLC’s (“QuintEvents”) revenue is seasonal around its largest events, which are generally during the second and fourth quarters.
(2) Discontinued Operations
On September 9, 2024, Liberty completed the split-off of its wholly owned subsidiary, Liberty Sirius XM Holdings (the “Liberty Sirius XM Holdings Split-Off”). The Liberty Sirius XM Holdings Split-Off was accomplished through the
I-11
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
redemption by the Company of each outstanding share of Liberty SiriusXM common stock in exchange for
Following the Liberty Sirius XM Holdings Split-Off, on September 9, 2024, a wholly owned subsidiary of Liberty Sirius XM Holdings merged with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”). As a result of the Transactions, Liberty Sirius XM Holdings became an independent public company separate from Liberty.
As disclosed in note 1, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s condensed consolidated financial statements as the Liberty Sirius XM Holdings Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.
The following table provided details about the major classes of line items constituting earnings (loss) from discontinued operations, net of tax as presented in the condensed consolidated statements of operations.
Three months ended | ||||
March 31, 2024 | ||||
amounts in millions | ||||
Revenue | $ | | ||
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below) | | |||
Operating expense |
| | ||
Selling, general and administrative |
| | ||
Impairment, restructuring and acquisition costs | | |||
Depreciation and amortization |
| | ||
| | |||
Operating income (loss) |
| | ||
Other income (expense): | ||||
Interest expense |
| ( | ||
Other, net |
| | ||
| ( | |||
Earnings (loss) from discontinued operations before income taxes |
| | ||
Income tax (expense) benefit |
| ( | ||
Net earnings (loss) from discontinued operations |
| | ||
Less net earnings (loss) from discontinued operations attributable to the noncontrolling interests |
| | ||
Net earnings (loss) from discontinued operations attributable to Liberty stockholders | $ | |
I-12
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
(3) Tracking Stocks
A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole.
On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into
While the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty Live Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
The Liberty Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which as of March 31, 2025, include Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s
The Liberty Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty Live Group. As of March 31, 2025, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation, cash, other minority investments, Liberty’s
Prior to the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s
On November 13, 2024, the Company announced that it is pursuing a plan to split-off the Liberty Live Group (the “Liberty Live Split-Off”). Immediately prior to the Liberty Live Split-Off, QuintEvents would be reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets and cash. The Liberty Live Split-Off would be effected through the redemption of Liberty Live common stock in exchange for common stock of a newly formed company, Liberty Live Holdings, Inc. The Company would redeem each outstanding share of its Series A, Series B and
I-13
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Series C Liberty Live common stock for one share of the corresponding series of common stock of Liberty Live Holdings, Inc. As a result of the Liberty Live Split-Off, the Company and Liberty Live Holdings, Inc. would be separate publicly traded companies, and the Company’s outstanding common stock, the Liberty Formula One common stock, would no longer be a tracking stock. The Liberty Live Split-Off is subject to various conditions including, among other things, shareholder approval and the receipt of an opinion of tax counsel. The Liberty Live Split-Off is intended to be tax-free to stockholders of the Company.
See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups.
(4) Stock-Based Compensation
Liberty grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units (“RSUs”) and stock options to purchase shares of its common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock-based compensation expense, included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations, was $
The Company did not grant
purchase shares of Series A, Series B or Series C Liberty Formula One or stock during the three months ended March 31, 2025.Liberty calculates the GDFV for all of its equity classified options and the subsequent remeasurement of its liability classified options using the Black-Scholes Model. Liberty estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for options is based on the historical volatility of Liberty common stock and, when available, the implied volatility of publicly traded Liberty options. Liberty uses a
Outstanding Awards
The following tables present the number and weighted average exercise price ("WAEP") of options to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.
Liberty Formula One
Series C | |||||||||||
|
|
| Weighted |
| Aggregate | ||||||
average | intrinsic | ||||||||||
Liberty | remaining | value | |||||||||
options (000's) | WAEP | life | (millions) | ||||||||
Outstanding at January 1, 2025 | | $ | | ||||||||
Granted | — | $ | — | ||||||||
Exercised | ( | $ | | ||||||||
Forfeited/Cancelled | — | $ | — | ||||||||
Outstanding at March 31, 2025 | | $ | | years | $ | | |||||
Exercisable at March 31, 2025 | | $ | |
| years | $ | |
I-14
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Liberty Live
Series C | |||||||||||
|
|
| Weighted |
| Aggregate | ||||||
average | intrinsic | ||||||||||
Liberty | remaining | value | |||||||||
options (000's) | WAEP | life | (millions) | ||||||||
Outstanding at January 1, 2025 | | $ | | ||||||||
Granted | — | $ | — | ||||||||
Exercised | — | $ | — | ||||||||
Forfeited/Cancelled | — | $ | — | ||||||||
Outstanding at March 31, 2025 | | $ | | years | $ | | |||||
Exercisable at March 31, 2025 | | $ | |
| years | $ | |
As of March 31, 2025, there were
As of March 31, 2025, the total unrecognized compensation cost related to unvested Awards was approximately $
As of March 31, 2025, Liberty reserved
(5) Earnings Attributable to Liberty Media Corporation Stockholders Per Common Share
Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders.
There were
I-15
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Series A, Series B and Series C Liberty Formula One Common Stock
The basic and diluted EPS calculations are based on the following WASO.
Three months ended March 31, | |||||
2025 |
| 2024 | |||
numbers of shares in millions | |||||
Basic WASO |
| |
| | |
Potentially dilutive shares (a) |
| |
| | |
Diluted WASO (b) |
| |
| |
(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) | For periods in which share settlement of the |
Three months ended March 31, | |||||
2025 |
| 2024 | |||
| amounts in millions | ||||
Basic earnings (loss) attributable to Liberty Formula One stockholders | $ | | | ||
Adjustments | ( | — | |||
Diluted earnings (loss) attributable to Liberty Formula One stockholders | $ | | |
Series A, Series B and Series C Liberty Live Common Stock
The basic and diluted EPS calculations are based on the following WASO.
Three months ended March 31, | |||||
2025 |
| 2024 | |||
numbers of shares in millions | |||||
Basic WASO |
| |
| | |
Potentially dilutive shares (a) |
| — |
| — | |
Diluted WASO |
| |
| |
(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. |
I-16
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Series A, Series B and Series C Liberty SiriusXM Common Stock
The basic and diluted EPS calculations are based on the following WASO.
Three months ended March 31, | |||||
2025 |
| 2024 | |||
numbers of shares in millions | |||||
Basic WASO |
| NA |
| | |
Potentially dilutive shares (a) |
| NA |
| | |
Diluted WASO (b) |
| NA |
| |
(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 |
Three months ended March 31, | |||||
2025 |
| 2024 | |||
| amounts in millions | ||||
Basic earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders | $ | NA | | ||
Adjustments | NA | ( | |||
Diluted earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders | $ | NA | |
(6) Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Liberty does not have any assets or liabilities required to be measured at fair value considered to be Level 3.
I-17
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Liberty's assets and liabilities measured at fair value are as follows:
Fair Value Measurements at | Fair Value Measurements at | |||||||||||||
March 31, 2025 | December 31, 2024 | |||||||||||||
|
| Quoted |
|
|
| Quoted |
|
| ||||||
prices | prices | |||||||||||||
in active | Significant | in active | Significant | |||||||||||
markets | other | markets | other | |||||||||||
for identical | observable | for identical | observable | |||||||||||
assets | inputs | assets | inputs | |||||||||||
Description | Total | (Level 1) | (Level 2) | Total | (Level 1) | (Level 2) | ||||||||
amounts in millions | ||||||||||||||
Cash equivalents | $ | |
| |
| — |
| |
| |
| — | ||
Financial instrument assets | $ | |
| |
| |
| |
| |
| | ||
Debt | $ | |
| — |
| |
| |
| — |
| | ||
Financial instrument liabilities | $ | | — | | | — | |
The majority of Liberty's Level 2 financial instruments are debt related instruments and derivative instruments, which include foreign currency forward contracts and interest rate swaps. These assets and liabilities are not always traded publicly or not considered to be traded on "active markets," as defined in GAAP. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs or a trading price of a similar asset or liability is utilized. Accordingly, those financial instruments and debt or debt related instruments are reported in the foregoing table as Level 2 fair value. As of March 31, 2025, financial instrument assets included in the table above are included in the other assets line item in the condensed consolidated balance sheet. As of December 31, 2024, $
Realized and Unrealized Gains (Losses) on Financial Instruments, net
Realized and unrealized gains (losses) on financial instruments, net is comprised of changes in the fair value of the following:
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Debt measured at fair value (a) | $ | ( | ( | |||
Foreign currency forward contracts | | — | ||||
Interest rate swaps | ( | | ||||
Debt and equity securities | ( |
| | |||
Other |
| — |
| ( | ||
$ | |
| ( |
(a) | The Company elected to account for its exchangeable senior debentures and convertible notes (as described in note 8) using the fair value option. Changes in the fair value of the exchangeable senior debentures and convertible notes recognized in the condensed consolidated statements of operations are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the exchangeable senior debentures and convertible notes attributable to changes in the instrument specific credit risk was a loss of $ |
I-18
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
issuance was a gain of $ |
(7) Investments in Affiliates Accounted for Using the Equity Method
Liberty has various investments accounted for using the equity method. The following table includes the Company's carrying amount and percentage ownership of the more significant investments in affiliates at March 31, 2025 and the carrying amount at December 31, 2024:
March 31, 2025 | December 31, 2024 | ||||||||||
| Percentage |
| Fair Value |
| Carrying |
| Carrying |
| |||
ownership | (Level 1) | amount | amount | ||||||||
dollar amounts in millions | |||||||||||
Formula One Group | |||||||||||
Other |
| various |
| NA | $ | |
| | |||
Total Formula One Group | | | |||||||||
Liberty Live Group | |||||||||||
Live Nation | | % | $ | | | | |||||
Other | NA | | | ||||||||
Total Liberty Live Group | | | |||||||||
Consolidated Liberty | $ | |
| |
The following table presents the Company's share of earnings (losses) of affiliates:
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Formula One Group | ||||||
Other | $ | ( |
| ( | ||
Total Formula One Group | ( | ( | ||||
Liberty Live Group | ||||||
Live Nation | | ( | ||||
Other | — | ( | ||||
Total Liberty Live Group | | ( | ||||
Consolidated Liberty | $ | |
| ( |
Live Nation
Live Nation is considered the world’s leading live entertainment company and seeks to innovate and enhance the live entertainment experience for artists and fans before, during and after the show. See note 8 for details regarding the number and fair value of shares pledged as collateral pursuant to the margin loan secured by shares of Live Nation (the “Live Nation Margin Loan”) as of March 31, 2025.
I-19
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Summarized financial information for Live Nation is as follows:
Balance Sheets
| March 31, 2025 |
| December 31, 2024 |
| ||
amounts in millions | ||||||
Current assets | $ | |
| |
| |
Property, plant and equipment, net |
| |
| |
| |
Intangible assets | | | ||||
Goodwill |
| |
| |
| |
Investments in affiliates | | | ||||
Other assets | | | ||||
Total assets | $ | |
| |
| |
Current liabilities | $ | | | |||
Long-term debt, net | | | ||||
Other liabilities | | | ||||
Redeemable noncontrolling interests | | | ||||
Equity | | | ||||
Total liabilities and equity | $ | | |
Statements of Operations
Three months ended | ||||||
March 31, | ||||||
2025 |
| 2024 |
| |||
amounts in millions | ||||||
Revenue | $ |
|
| |||
Operating expenses: |
| |||||
Direct operating expenses | ||||||
Selling, general and administrative expenses |
|
|
| |||
Depreciation and amortization | ||||||
Other operating expenses | ||||||
|
| |||||
Operating income (loss) | ( | |||||
Interest expense | ( | ( | ||||
Other income (expense), net | ||||||
Earnings (loss) before income taxes | ( | |||||
Income tax (expense) benefit | ( | ( | ||||
Net earnings (loss) | ( | |||||
Less net earnings (loss) attributable to noncontrolling interests | ||||||
Net earnings (loss) attributable to Live Nation stockholders | $ | ( |
I-20
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
(8) Long-Term Debt
Debt is summarized as follows:
Outstanding | Carrying value | ||||||||
| Principal |
| March 31, |
| December 31, |
| |||
March 31, 2025 | 2025 | 2024 | |||||||
amounts in millions | |||||||||
Formula One Group | |||||||||
Corporate level notes and loans: | |||||||||
| | | |||||||
Other | | | | ||||||
Subsidiary notes and loans: | |||||||||
Formula 1 Senior Loan Facilities | | | | ||||||
Deferred financing costs | ( | ( | |||||||
Total Formula One Group | | | | ||||||
Liberty Live Group | |||||||||
Corporate level notes and loans: | |||||||||
| | | |||||||
Live Nation Margin Loan | — | — | — | ||||||
Total Liberty Live Group | | | | ||||||
Total debt | $ | |
| |
| | |||
Debt classified as current |
| ( |
| ( | |||||
Total long-term debt | $ | |
| |
(1) Measured at fair value
On August 12, 2022, Liberty issued $
In September 2023, Liberty closed a private offering of approximately $
I-21
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
September 30, 2028. The redemption and purchase price will generally equal
Live Nation Margin Loan
On May 9, 2022, the Live Nation Margin Loan agreement was amended, replacing a delayed draw term loan with a $
Formula 1 Senior Loan Facilities
On November 23, 2022, Formula 1 refinanced its previous Term Loan B and revolving credit facility with a new $
In connection with the September 19, 2024 refinancing, Formula 1 also marketed an incremental $
I-22
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Debt Covenants
The Formula 1 Senior Loan Facilities contain certain financial covenants, including a leverage ratio. Additionally, Formula 1’s debt and other borrowings contain certain non-financial covenants.
Fair Value of Debt
Due to the variable rate nature of the Live Nation Margin Loan and other debt, the Company believes that the carrying amount approximates fair value at March 31, 2025.
(9) Commitments and Contingencies
Concorde Agreement
The 2021 Concorde Agreement provides, among other things, for the participation of the teams in the Formula One World Championship and provides for Formula 1 to make certain prize fund payments to the teams. The 2021 Concorde Agreement expires on December 31, 2025 and is made up of two separate documents: (a) the 2021 Concorde Commercial Agreement between Formula 1 and each of the teams; and (b) the 2021 Concorde Governance Agreement between Formula 1, the Fédération Internationale de l’Automobile (“FIA”) and each of the teams.
In March 2025, Formula 1 paid a total of $
Guarantees
In connection with agreements for the sale of assets by the Company or its subsidiaries, the Company may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters. The Company generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification obligations may extend for a number of years. The Company is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification guarantees.
Litigation
The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.
I-23
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
(10) Information About Liberty's Operating Segments
The Company, through its ownership interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries. The Company identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of the Company's annual pre-tax earnings.
Liberty’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to the Company’s reportable segments based on financial measures such as revenue, operating expenses (including team payments and other cost of revenue), selling, general and administrative expenses and Adjusted OIBDA (as defined below).
For segment reporting purposes, the Company defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses excluding all stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges. The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.
Formula 1, a reportable segment, is a global motorsports business that holds exclusive commercial rights with respect to the World Championship, an annual, approximately
As of December 31, 2024, Live Nation met the Company’s reportable segment threshold for equity method affiliates. See note 7 for segment disclosures related to Live Nation.
The Company's reportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, differing revenue sources and marketing strategies. The significant accounting policies of the segments are the same as those described in the Company's summary of significant policies in the Company's annual financial statements filed on Form 10-K.
I-24
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Performance Measures
Three months ended March 31, 2025 | ||||||||||
|
| Corporate and |
|
| ||||||
Formula One | Other | Eliminations | Total | |||||||
amounts in millions | ||||||||||
Revenue: | ||||||||||
Primary revenue | $ | | — | — | | |||||
Other revenue | | | ( | | ||||||
Total revenue | | | ( | | ||||||
Operating expenses: |
|
|
| |||||||
Team payments, excluding Concorde incentive payments | ( | — | — | ( | ||||||
Other cost of revenue | ( | ( | | ( | ||||||
Other operating expenses | — | ( | | ( | ||||||
Total operating expenses | ( | ( | | ( | ||||||
Selling, general and administrative, excluding stock-based compensation | ( | ( | — | ( | ||||||
Adjusted OIBDA | $ | | ( | — | |
Three months ended March 31, 2024 | ||||||||||
|
| Corporate and |
|
| ||||||
Formula One | Other | Eliminations | Total | |||||||
amounts in millions | ||||||||||
Revenue: | ||||||||||
Primary revenue | $ | | — | — | | |||||
Other revenue | | | ( | | ||||||
Total revenue | | | ( | | ||||||
Operating expenses: |
|
|
| |||||||
Team payments | ( | — | — | ( | ||||||
Other cost of revenue | ( | ( | | ( | ||||||
Other operating expenses | — | ( | | ( | ||||||
Total operating expenses | ( | ( | | ( | ||||||
Selling, general and administrative, excluding stock-based compensation | ( | ( | — | ( | ||||||
Adjusted OIBDA | $ | | ( | — | |
Our subsidiaries’ customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our unaudited condensed consolidated statement of operations as the services are provided.
Significant portions of the transaction prices are related to undelivered performance obligations that are under contractual arrangements that extend beyond one year. The Company anticipates recognizing revenue from the delivery of such performance obligations of approximately $
I-25
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
in the undelivered performance obligations amounts for those performance obligations that relate to a contract with an original expected duration of one year or less.
Other Information
March 31, 2025 | ||||||
| Total |
| Investments |
| ||
assets | in affiliates | |||||
amounts in millions | ||||||
Formula One Group | ||||||
Formula 1 | $ | | | |||
Corporate and other |
| |
| | ||
Intergroup elimination | ( | — | ||||
Total Formula One Group | | | ||||
Liberty Live Group | ||||||
Corporate and other | | | ||||
Total Liberty Live Group | | | ||||
Elimination | ( | — | ||||
Consolidated Liberty | $ | |
| |
The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) from continuing operations before income taxes:
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Adjusted OIBDA | $ | |
| | ||
Concorde incentive payments | ( | — | ||||
Acquisition costs | ( | ( | ||||
Stock-based compensation |
| ( |
| ( | ||
Depreciation and amortization |
| ( |
| ( | ||
Operating income (loss) | ( | | ||||
Interest expense |
| ( |
| ( | ||
Share of earnings (losses) of affiliates, net |
| |
| ( | ||
Realized and unrealized gains (losses) on financial instruments, net |
| |
| ( | ||
Other, net |
| |
| | ||
Earnings (loss) from continuing operations before income taxes | $ | ( |
| |
I-26
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Liberty Live Split-Off (as defined below); our projected sources and uses of cash; fluctuations in interest rates and stock prices; the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings; and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:
● | the historical financial information of the Liberty Formula One Group (the “Formula One Group”) and the Liberty Live Group may not necessarily reflect their results had they been separate companies; |
● | our ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations; |
● | our and our subsidiaries’ indebtedness could adversely affect operations and could limit the ability of our subsidiaries to react to changes in the economy or our industry; |
● | the success of businesses attributed to each of our tracking stock groups and their popularity with audiences; |
● | our ability to realize the benefits of acquisitions or other strategic investments; |
● | the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by our businesses attributed to our tracking stock groups; |
● | our overlapping directors and management with QVC Group, Inc., formerly known as Qurate Retail, Inc. (“QVC Group”) and Liberty Broadband Corporation; |
● | the outcome of pending or future litigation; |
● | the operational risks of our subsidiaries and business affiliates with operations outside of the United States (“U.S.”); |
● | our ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments; |
● | the degradation, failure or misuse of our information systems; |
● | the ability of our subsidiaries and business affiliates to comply with government regulations, including, without limitation, competition laws and adverse outcomes from regulatory proceedings; |
● | the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate; |
● | changes in the nature of key strategic relationships with partners, vendors and joint venturers; |
● | the impact of a future pandemic and other public health related risks and events, such as COVID-19, on our customers, vendors and businesses generally; |
● | reliance on intellectual property and the ability to protect intellectual property; |
● | reliance on third parties; |
● | the ability to attract and retain qualified personnel; |
● | the impact of our equity method investment in Live Nation Entertainment, Inc. (“Live Nation”) on our net earnings and the net earnings of the Liberty Live Group; |
● | termination of or changes in any of the agreements, commitments or policies Formula 1 relies on to operate and the limitations such agreements, commitments and policies impose on Formula 1; |
● | challenges by tax authorities in the jurisdictions where Formula 1 operates; |
I-27
● | changes in tax laws that affect Formula 1 and the Formula One Group; |
● | the ability of Formula 1 to expand into new markets; |
● | changes in laws and regulations and/or their interpretations related to advertising, media rights and the environment; |
● | the establishment of rival motorsports events or other circumstances that impact the competitive position of Formula 1; |
● | the impact of cancelations or postponements of events or accidents or terrorist attacks during events; |
● | changes in consumer viewing habits and the emergence of new content distribution platforms; |
● | fluctuations in currencies against the U.S. dollar; |
● | the risks associated with the Company as a whole and our use of tracking stock groups, even if a holder does not own shares of common stock of both of our groups; |
● | market confusion that results from misunderstandings about our capital structure; |
● | market price of our tracking stocks may be volatile; |
● | we may not pay dividends equally to our tracking stocks or at all; |
● | our directors’ or officers’ equity ownership may create the appearance of conflicts of interest; |
● | geopolitical incidents, accidents, terrorist acts, international conflicts, natural disasters, including the effects of climate change, or other events that cause one or more events to be cancelled or postponed, are not covered by insurance, or cause reputational damage to our subsidiaries and business affiliates; |
● | challenges related to assessing the future prospects of tracking stock groups based on past performance; |
● | our ability to recognize the anticipated benefits from the proposed Liberty Live Split-Off; |
● | the possibility that our business may suffer as a result of uncertainty surrounding the proposed Liberty Live Split-Off; and |
● | the possibility that the proposed Liberty Live Split-Off may have unexpected costs. |
For additional risk factors, please see Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q and Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2024.
The information contained herein relates to Liberty Media Corporation and its controlled subsidiaries ("Liberty," the "Company," "we," "us," or "our" unless the context otherwise requires).
Overview
We own controlling and non-controlling interests in a broad range of media and entertainment companies. Formula 1, our most significant operating subsidiary, is a wholly-owned consolidated subsidiary and is also a reportable segment. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The World Championship takes place on various circuits with a varying number of events (“Events”) taking place in different countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various aspects of its management and administration.
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We hold an ownership interest in Live Nation, which is accounted for as an equity method investment as of March 31, 2025. Live Nation is considered the world’s leading live entertainment company. As of December 31, 2024, Live Nation met the Company’s reportable segment threshold for equity method affiliates.
Our "Corporate and Other" category includes our consolidated subsidiary QuintEvents, LLC (“QuintEvents”), corporate expenses and investments and related financial instruments in public companies.
A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole.
On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks — Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”). As a result of the Reclassification, each then-outstanding share of Liberty SiriusXM common stock was reclassified into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock and each outstanding share of Liberty Formula One common stock was reclassified into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock.
On September 9, 2024, Liberty completed the split-off (the “Liberty Sirius XM Holdings Split-Off”) of its wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”). The Liberty Sirius XM Holdings Split-Off was accomplished through the redemption by the Company of each outstanding share of Liberty SiriusXM common stock in exchange for 0.8375 of a share of Liberty Sirius XM Holdings common stock, with cash paid in lieu of fractional shares. Liberty Sirius XM Holdings is comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately prior to the Liberty Sirius XM Holdings Split-Off. The Liberty Sirius XM Holdings Split-Off was intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares).
Following the Liberty Sirius XM Holdings Split-Off, on September 9, 2024, a wholly owned subsidiary of Liberty Sirius XM Holdings merged with and into Sirius XM Holdings Inc. (“Sirius XM Holdings”), with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”). As a result of the Transactions, Liberty Sirius XM Holdings is an independent public company separate from Liberty.
While the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty Live Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
As of March 31, 2025, the Formula One Group is primarily comprised of Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s 2.25% Convertible Senior Notes due 2027. The Formula One Group had cash and cash equivalents of approximately $2,833 million as of March 31, 2025, which included $1,617 million of subsidiary cash.
As of March 31, 2025, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation, cash, other minority investments, Liberty’s 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan. As of March 31, 2025, the Liberty Live Group had cash and cash equivalents of approximately $314 million.
Prior to the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group.
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At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75% Convertible Senior Notes due 2028, Liberty’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. Liberty Sirius XM Holdings is presented as a discontinued operation in the accompanying condensed consolidated financial statements.
On March 29, 2024, the Company agreed, subject to certain conditions, to acquire approximately 86% of the equity interests in Dorna Sports, S.L., (“Dorna”) for a purchase price of approximately €3.0 billion, to be funded with cash. The Company entered into foreign currency forward contracts for close to the full purchase price. In December 2024, the European Commission notified the Company that a Phase II investigation would occur, extending regulatory review beyond December 31, 2024. The Company agreed to pay €126 million to the sellers to extend the longstop date to June 30, 2025 in order to accommodate the Phase II investigation. The €126 million is considered prepaid purchase consideration and is included in other assets in the accompanying condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024. During the three months ended March 31, 2025, the Company extended a portion of the foreign currency forward contracts through the extended longstop date.
On November 13, 2024, the Company announced that it is pursuing a plan to split-off the Liberty Live Group (the “Liberty Live Split-Off”). Immediately prior to the Liberty Live Split-Off, QuintEvents would be reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets and cash. The Liberty Live Split-Off would be effected through the redemption of Liberty Live common stock in exchange for common stock of a newly formed company, Liberty Live Holdings, Inc. The Company would redeem each outstanding share of its Series A, Series B and Series C Liberty Live common stock for one share of the corresponding series of common stock of Liberty Live Holdings, Inc. As a result of the Liberty Live Split-Off, the Company and Liberty Live Holdings, Inc. would be separate publicly traded companies, and the Company’s outstanding common stock, the Liberty Formula One common stock, would no longer be a tracking stock. The Liberty Live Split-Off is subject to various conditions including, among other things, shareholder approval and the receipt of an opinion of tax counsel. The Liberty Live Split-Off is intended to be tax-free to stockholders of the Company.
Results of Operations—Consolidated
General. Provided in the tables below is information regarding our consolidated operating results and other income and expense, as well as information regarding the contribution to those items from our reportable segments. The "Corporate and other" category consists of those assets or businesses which do not qualify as a separate reportable segment. For a more detailed discussion and analysis of the financial results of our principal reportable segments see "Results of Operations—Businesses" below.
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Consolidated Operating Results
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Revenue | ||||||
Formula One Group | ||||||
Formula 1 | $ | 403 | 553 | |||
Corporate and other | 53 | 44 | ||||
Intergroup elimination | (9) | (10) | ||||
Total Formula One Group | 447 | 587 | ||||
Consolidated Liberty | $ | 447 |
| 587 | ||
Operating Income (Loss) | ||||||
Formula One Group | ||||||
Formula 1 | (28) | 136 | ||||
Corporate and other |
| (39) |
| (41) | ||
Total Formula One Group | (67) | 95 | ||||
Liberty Live Group | ||||||
Corporate and other | (4) | (2) | ||||
Total Liberty Live Group | (4) | (2) | ||||
Consolidated Liberty | $ | (71) |
| 93 | ||
Adjusted OIBDA | ||||||
Formula One Group | ||||||
Formula 1 | 85 | 208 | ||||
Corporate and other |
| (12) |
| (6) | ||
Total Formula One Group | 73 | 202 | ||||
Liberty Live Group | ||||||
Corporate and other | (4) | (1) | ||||
Total Liberty Live Group | (4) | (1) | ||||
Consolidated Liberty | $ | 69 |
| 201 |
Revenue. Our consolidated revenue decreased $140 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, driven by a decrease in Formula 1 revenue, partially offset by an increase in QuintEvents revenue. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
Operating income (loss). Our consolidated operating loss increased $164 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily driven by a decrease in Formula 1 operating results. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
Stock-based compensation. Stock-based compensation includes compensation related to options, stock appreciation rights, restricted stock awards, restricted stock units, performance-based restricted stock units and other stock-based awards granted to officers, employees, nonemployee directors and employees of our subsidiaries. We recorded $2 million and $13 million of stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $13 million. Such amount will be recognized in our condensed consolidated statements of operations over a weighted average period of approximately 1.4 years.
Acquisition costs. The Company recorded $11 million and $9 million of costs related to corporate acquisitions during the three months ended March 31, 2025 and 2024, respectively.
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Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Operating income (loss) | $ | (71) | 93 | |||
Depreciation and amortization |
| 77 |
| 86 | ||
Stock-based compensation |
| 2 |
| 13 | ||
Acquisition costs | 11 | 9 | ||||
Concorde incentive payments | 50 | — | ||||
Adjusted OIBDA | $ | 69 |
| 201 |
Consolidated Adjusted OIBDA decreased $132 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to a decrease in Formula 1 Adjusted OIBDA. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
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Other Income and Expense
Components of Other Income (Expense) are presented in the table below.
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Interest expense | ||||||
Formula One Group | $ | (48) | (55) | |||
Liberty Live Group | (7) | (7) | ||||
Consolidated Liberty | $ | (55) |
| (62) | ||
Share of earnings (losses) of affiliates, net | ||||||
Formula One Group | $ | (3) | (3) | |||
Liberty Live Group | 4 | (21) | ||||
Consolidated Liberty | $ | 1 |
| (24) | ||
Realized and unrealized gains (losses) on financial instruments, net | ||||||
Formula One Group | $ | 82 | 48 | |||
Liberty Live Group | (17) | (69) | ||||
Consolidated Liberty | $ | 65 |
| (21) | ||
Other, net | ||||||
Formula One Group | $ | 34 | 15 | |||
Liberty Live Group | 2 | 6 | ||||
Consolidated Liberty | $ | 36 |
| 21 | ||
$ | 47 |
| (86) |
Interest expense. Consolidated interest expense decreased $7 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year primarily due to a decrease in the average amount of debt outstanding and a decrease in the interest rate on Formula 1’s Senior Loan Facilities (as defined in note 8 to the accompanying condensed consolidated financial statements).
Share of earnings (losses) of affiliates, net. The following table presents our share of earnings (losses) of affiliates:
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Formula One Group | ||||||
Other | $ | (3) |
| (3) | ||
Total Formula One Group | (3) | (3) | ||||
Liberty Live Group | ||||||
Live Nation | 4 | (20) | ||||
Other | — | (1) | ||||
Total Liberty Live Group | 4 | (21) | ||||
Consolidated Liberty | $ | 1 |
| (24) |
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Realized and unrealized gains (losses) on financial instruments, net. Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following:
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Debt measured at fair value | $ | (1) |
| (69) | ||
Foreign currency forward contracts | 108 |
| — | |||
Interest rate swaps | (35) |
| 41 | |||
Debt and equity securities | (7) |
| 12 | |||
Other |
| — |
| (5) | ||
$ | 65 |
| (21) |
Changes in unrealized gains (losses) on debt measured at fair value are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. Changes in unrealized gains (losses) on foreign currency forward contracts are driven by changes in foreign currency exchange rates. Other realized and unrealized gains (losses) are primarily driven by changes in the fair value of Formula 1’s interest rate swaps and the realized gains (losses) on Formula 1’s interest rate swaps. The changes in unrealized gains (losses) on debt and equity securities are due to market factors primarily driven by changes in the fair value of the stock underlying these financial instruments.
Other, net. Other, net income increased $15 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to increases in interest and dividend income.
Income taxes. During the three months ended March 31, 2025, we had losses from continuing operations before income taxes of $24 million and income tax benefit of $29 million. During the three months ended March 31, 2024, we had earnings from continuing operations before income taxes of $7 million and income tax expense of $3 million. For the three months ended March 31, 2025, the Company recognized a tax benefit greater than the expected federal tax rate of 21% primarily due to certain unrealized gains that are not taxable and losses in foreign jurisdictions taxed at rates higher than the 21% U.S. federal rate. For the three months ended March 31, 2024, the Company recognized tax expense greater than the expected federal tax rate of 21% primarily due to earnings in foreign jurisdictions taxed at rates higher than the 21% U.S. federal rate, partially offset by tax benefits related to stock-based compensation.
Net earnings (loss) from continuing operations. We had net earnings from continuing operations of $5 million and $4 million for the three months ended March 31, 2025 and 2024, respectively. The changes were the result of the above-described fluctuations in our revenue, expenses and other gains and losses.
Material Changes in Financial Condition
As of March 31, 2025, substantially all of our cash and cash equivalents were invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from net asset sales, monetization of our public investment portfolio (including derivatives), debt borrowings and equity issuances, available borrowing capacity under a margin loan and dividend and interest receipts.
Liberty does not have a debt rating.
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As of March 31, 2025, Liberty's cash and cash equivalents were as follows:
|
| |||
Cash and Cash | ||||
Equivalents | ||||
amounts in millions | ||||
Formula One Group | ||||
Formula 1 | $ | 1,547 | ||
Corporate and other | 1,286 | |||
Total Formula One Group | $ | 2,833 | ||
Liberty Live Group | ||||
Corporate and other | $ | 314 | ||
Total Liberty Live Group | $ | 314 |
Cash held by Formula 1 is accessible by Liberty, except when a restricted payment (“RP”) test imposed by the first lien term loan and the revolving credit facility at Formula 1 is not met. Pursuant to the RP test, Liberty does not have unlimited access to Formula 1’s cash when the leverage ratio (defined as net debt divided by covenant earnings before interest, tax, depreciation and amortization for the trailing twelve months) exceeds a certain threshold. During the three months ended March 31, 2025, Formula 1 distributed $131 million to Liberty and the RP test was met, pro forma for such distribution. If distributions are made in the future, the RP test, pro forma for such distributions, would have to be met. As of March 31, 2025, Liberty had $400 million available under Liberty’s margin loan secured by shares of Live Nation. Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company.
The Company and Formula 1 are in compliance with their debt covenants as of March 31, 2025.
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
Cash Flow Information |
| amounts in millions | ||||
Formula One Group cash provided (used) by operating activities | $ | 391 | 140 | |||
Liberty Live Group cash provided (used) by operating activities | (10) | (9) | ||||
Net cash provided (used) by operating activities |
| $ | 381 |
| 131 | |
Formula One Group cash provided (used) by investing activities | $ | (180) | (296) | |||
Liberty Live Group cash provided (used) by investing activities | (1) | — | ||||
Net cash provided (used) by investing activities |
| $ | (181) |
| (296) | |
Formula One Group cash provided (used) by financing activities | $ | (13) | (11) | |||
Liberty Live Group cash provided (used) by financing activities | — | 2 | ||||
Net cash provided (used) by financing activities |
| $ | (13) |
| (9) |
Liberty’s primary use of cash during the three months ended March 31, 2025 (excluding cash used by Formula 1) was a $131 million extension payment related to the Dorna acquisition, which is accounted for as prepaid purchase consideration.
During the three months ended March 31, 2025, Formula 1’s primary use of cash was $33 million of capital expenditures, funded by cash from operations.
The projected uses of Liberty's cash (excluding Formula 1’s uses of cash) are primarily capital expenditures, the investment in existing or new businesses, including the Dorna acquisition, debt service and the potential buyback of common stock under the approved share buyback program. Liberty expects to fund its projected uses of cash with cash on hand, borrowing capacity under margin loans and outstanding or new debt instruments, or distributions from operating subsidiaries. Liberty may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities.
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Formula 1’s uses of cash are expected to be distributions to Liberty to help fund the Dorna acquisition, capital expenditures, debt service payments and operating expenses. Liberty expects Formula 1 to fund its projected uses of cash with cash on hand and cash provided by operations.
We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.
Results of Operations—Businesses
Formula 1. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The World Championship takes place on various circuits throughout the world. Formula 1 derives its primary revenue from the commercial exploitation and development of the World Championship through a combination of race promotion, media rights and sponsorship arrangements. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts. The 2025 World Championship calendar is scheduled to consist of the same 24 Events that were held in 2024, except in a different order, in part due to the timing of Ramadan.
Following the acquisition of QuintEvents, Formula 1’s results include intergroup revenue that is eliminated in consolidation.
Formula 1’s operating results were as follows:
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
| ||
amounts in millions | ||||||
Primary Formula 1 revenue | $ | 319 |
| 463 | ||
Other Formula 1 revenue | 84 |
| 90 | |||
Total Formula 1 revenue | 403 |
| 553 | |||
Operating expenses: | ||||||
Cost of Formula 1 revenue, excluding Concorde incentive payments | (242) |
| (286) | |||
Selling, general and administrative expenses | (76) |
| (59) | |||
Adjusted OIBDA | 85 |
| 208 | |||
Concorde incentive payments | (50) |
| — | |||
Depreciation and amortization | (63) |
| (72) | |||
Operating income (loss) |
| $ | (28) |
| 136 | |
Number of Events | 2 | 3 |
Primary Formula 1 revenue is derived from the commercial exploitation and development of the World Championship through a combination of race promotion fees (earned from granting the rights to host, stage and promote each Event on the World Championship calendar, fees from certain race promoters to license additional commercial rights from Formula 1 to secure Formula 2, Formula 3 and F1 Academy races at their Events, technical service fees from promoters to support the origination of program footage and ticketing revenue from Formula 1’s direct promotion of the Las Vegas Grand Prix), media rights fees (earned from licensing the right to broadcast Events and Formula 2 and Formula 3 races on television and other platforms, F1 TV subscriptions and other related services, the origination of program footage, footage from Formula 1’s archives and the licensing of radio broadcast and other ancillary media rights) and sponsorship fees (earned from the sale of World Championship and Event-related advertising and sponsorship rights and the servicing of such rights, rights to advertise on Formula 1’s digital platforms and at non-Championship related events).
Primary Formula 1 revenue decreased $144 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, mostly due to the impact of recognizing Event-specific revenue and season-based revenue from one less Event, and the different mix of Events, during the three months ended March 31, 2025. The impact of the calendar variance on media rights revenue was partially offset by contractual increases in fees and continued
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growth in F1 TV subscription revenue. The impact of the calendar variance on sponsorship revenue was partially offset by revenue from new sponsors and contractual increases in fees from existing sponsors.
Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to the sale of tickets to the Formula 1 Paddock Club hospitality program (the “Paddock Club”) at most Events, facilitating the shipment of cars and equipment to and from Events outside of Europe, the sale of hospitality and experiences at the Las Vegas Grand Prix, the operation of the Formula 2, Formula 3 and F1 Academy series, other licensing opportunities, various television production activities and other ancillary operations. Other Formula 1 revenue decreased $6 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily driven by a decrease in hospitality and experiences revenue due to the impact of the calendar difference, partially offset by higher freight income due to the different routes flown and increased freight costs, higher licensing revenue from royalties under new licensing deals, higher revenue from other events staged at Grand Prix Plaza in Las Vegas and higher Formula 2 and Formula 3 revenue.
Cost of Formula 1 revenue
Three months ended | |||||||
March 31, | |||||||
2025 |
| 2024 | |||||
amounts in millions | |||||||
Team payments, excluding Concorde incentive payments | $ | (114) | (163) | ||||
Other costs of Formula 1 revenue | (128) | (123) | |||||
Cost of Formula 1 revenue, excluding Concorde incentive payments | $ | (242) | (286) |
Cost of Formula 1 revenue decreased $44 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year.
Team payments are recognized on a pro-rata basis across the Events of the World Championship calendar. Team payments decreased during the three months ended March 31, 2025 due to the pro rata recognition of expected team payments, with one less Event held in the current period.
Other costs of Formula 1 revenue are largely variable in nature and relate to both primary and other Formula 1 revenue. On an annual basis, the largest components of other costs of Formula 1 revenue are costs related to promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other Events, and costs incurred in the provision and sale of freight, travel and logistical services. Other costs of Formula 1 revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the F1 Academy series, television production and post-production services, advertising production services and digital and social media activities. Other costs increased $5 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to higher freight costs associated with the calendar variance and the different freight movements as a result, and higher commissions and partner servicing costs, partially offset by lower hospitality costs due to one less Paddock Club held during the three months ended March 31, 2025 and lower travel, FIA regulatory and technical costs attributable to the calendar variance.
Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, insurance premiums, maintenance and utility costs and other general office administration costs. Selling, general and administrative expenses increased $17 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to higher marketing costs associated with the 75th season launch event and higher personnel costs.
Concorde incentive payments include one-time fees paid to the teams upon signing the 2026 Concorde Commercial Agreement.
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Depreciation and amortization includes depreciation of property and equipment and amortization of intangible assets. Depreciation and amortization decreased $9 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year primarily due to a decrease in amortization expense related to certain intangible assets acquired in the acquisition of Formula 1 by Liberty.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations. Market risk refers to the risk of loss arising from adverse changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.
We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate. As of March 31, 2025, our debt is comprised of the following amounts:
Variable rate debt | Fixed rate debt | |||||||||||
| Principal |
| Weighted avg |
| Principal |
| Weighted avg | |||||
amount | interest rate | amount | interest rate | |||||||||
dollar amounts in millions | ||||||||||||
Formula One Group |
| $ | 176 | 6.2 | % | $ | 2,726 |
| 4.4 | % | ||
Liberty Live Group | NA | NA | $ | 1,150 |
| 2.4 | % |
The Company is exposed to changes in stock prices primarily as a result of our significant holdings in publicly traded securities. We continually monitor changes in stock markets, in general, and changes in the stock prices of our holdings, specifically. We believe that changes in stock prices can be expected to vary as a result of general market conditions, technological changes, specific industry changes and other factors. We periodically use equity collars and other financial instruments to manage market risk associated with certain investment positions. These instruments are recorded at fair value based on option pricing models and other appropriate methods.
Additionally, our stock in Live Nation (an equity method affiliate), a publicly traded security, is not reflected at fair value in our balance sheet. This security is also subject to market risk that is not directly reflected in our condensed consolidated statement of operations, and had the market price of such security been 10% lower at March 31, 2025 the aggregate value of such security would have been $909 million lower.
Item 4. Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and principal accounting and financial officer (the "Executives"), of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
There has been no change in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Our Annual Report on Form 10-K for the year ended December 31, 2024 includes “Legal Proceedings” under Item 3 of Part I. Refer to note 9 in the accompanying notes to the condensed consolidated financial statements for changes in the legal proceedings described in the Form 10-K.
Item 1A. Risk Factors
Except as discussed below, there have been no material changes in our risk factors from those disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q.
The following risk factors are hereby replaced in their entirety as set forth below.
Fluctuations in the value of the U.S. dollar against the functional currencies of Formula 1’s business and Formula 1’s counterparties’ business could adversely affect Formula 1’s profitability and the Formula One Group.
In 2024, a significant proportion of Formula 1’s revenue and costs were denominated in U.S. dollars. Formula 1 also operates in a number of other currencies, most notably the pound sterling and Euro. There may be a mismatch between the amount of a local currency Formula 1 generates in revenue and incurs in expenses. Our financial statements translate local currency transactions into U.S. dollars. Formula 1 occasionally uses derivatives to hedge its exposure to more significant foreign currency risk. There is no assurance that such measures will be successful and fluctuations in the value of the U.S. dollar against Formula 1’s functional currencies could affect its profitability. Fluctuations in currency exchange rates have resulted and may continue to result from a variety of factors, including, but not limited to, market volatility as a result of the current political landscape and, in particular, U.S. policy changes and uncertainty resulting from such changes. Additionally, most payments Formula 1 receives from Formula 1’s counterparties under Formula 1’s commercial contracts are denominated in U.S. dollars while their revenue is typically denominated in other currencies, most notably the Euro or the local currency in the country where the relevant Event is held. An appreciation of the U.S. dollar, against the functional currencies of Formula 1’s counterparties whose revenue is denominated in a currency other than U.S. dollars, increases the cost of their payments to Formula 1 in their functional currencies and the risk that they will not make their payments to Formula 1 or cause them to request Formula 1 to enter into a new contract with such counterparty, which could affect Formula 1’s profitability and financial position, and in turn could impact the Formula One Group. See “-Formula 1 is exposed to credit-related losses in the event of non-performance by counterparties to Formula 1’s key commercial contracts.”
Weak and uncertain economic conditions may reduce consumer demand for products, services and events offered by our businesses attributed to each of our groups.
A weak or uncertain economy in the U.S. or, in the case of the Formula One Group, globally, could adversely affect demand for our products, services and events. Economic tensions and changes in international trade policies, including, for example, the recent widespread tariffs announced by the U.S. on its major trading partners, higher tariffs on imported goods and materials, actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), have increased inflationary cost pressures and recessionary fears. A substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic recession or instability. A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures. Accordingly, the ability of our businesses attributed to each of our groups to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. In addition, inflation, which has significantly risen, may increase operational costs, including labor costs, and elevated interest rates or further increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. We currently are unable to predict the extent of any of these potential adverse effects.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Programs
In November 2019, our board of directors authorized the repurchase of $1 billion of the Company’s common stock. In May 2022, our board of directors authorized the repurchase of an additional $1 billion of the Company’s common stock.
There were no repurchases of Liberty Formula One common stock or Liberty Live common stock during the three months ended March 31, 2025. As of March 31, 2025, approximately $1.1 billion was available for future share repurchase under our share repurchase program.
During the three months ended March 31, 2025, no shares of Liberty Formula One common stock or Liberty Live common stock were surrendered by our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock, restricted stock units and options.
Item 5. Other Information
Item 6. Exhibits
(a) Exhibits
Listed below are the exhibits which are filed as a part of this Quarterly Report (according to the number assigned to them in Item 601 of Regulation S-K):
Exhibit No. | Name | |
10.1 | ||
31.1 | ||
31.2 | ||
32 | ||
99.1 | Unaudited Attributed Financial Information for Tracking Stock Groups* | |
101.INS | Inline XBRL Instance Document* - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document* | |
101.LAB | Inline XBRL Taxonomy Label Linkbase Document* | |
101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document* | |
101.DEF | Inline XBRL Taxonomy Definition Document* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIBERTY MEDIA CORPORATION | |||
Date: | May 7, 2025 | By: | /s/ DEREK CHANG |
Derek Chang President and Chief Executive Officer | |||
Date: | May 7, 2025 | By: | /s/ BRIAN J. WENDLING |
Brian J. Wendling Chief Accounting Officer and Principal Financial Officer |
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