Core Viewpoint - Liberty Live Holdings, Inc. will hold a quarterly Q&A session following Liberty Media Corporation's fourth quarter earnings conference call on February 26 at 10:00 a.m. E.T. [1] Group 1: Conference Call Details - Interested shareholders and analysts can participate in the call by phone or ask questions using the provided confirmation code [2] - A webcast of the conference call will be available on Liberty Live's investor relations site, and a replay will be accessible afterward [3] Group 2: Company Overview - Liberty Live Holdings, Inc. includes ownership in Live Nation, its wholly owned subsidiary Quint, and other minority investments [4]

Core Points - Liberty Media Corporation and Liberty Live Holdings, Inc. have completed the split-off, resulting in two separate publicly traded companies [1] - Liberty Live Holdings' Series A and Series C common stock will begin trading on Nasdaq under symbols "LLYVA" and "LLYVK" on December 16, 2025, while Series B common stock will be quoted on OTC Markets under symbol "LLYVB" starting around December 17, 2025 [2] - Following the split-off, Liberty Live Holdings has approximately 25.6 million shares of Series A, 2.5 million shares of Series B, and 63.8 million shares of Series C common stock outstanding [3] - Liberty Media reattributed certain assets and liabilities between the Formula One Group and Liberty Live Group in connection with the split-off [4] Company Information - Liberty Media Corporation operates and owns interests in media, sports, and entertainment businesses, including subsidiaries like Formula 1 and MotoGP [6] - Liberty Live Holdings consists of ownership in Live Nation, its wholly owned subsidiary Quint, and other minority investments [7]

Revenue Performance - Formula One Group reported total revenue of $1,085 million for Q3 2025, a 19% increase from $911 million in Q3 2024[8] - MotoGP generated $169 million in revenue for Q3 2025, marking its first revenue contribution since Liberty Media's acquisition[8] - Primary revenue for Formula 1 decreased by 3% in Q3 2025 to $738 million, attributed to fewer races compared to the previous year[11] - Primary MotoGP revenue for the three months ended September 30, 2025, was $147 million, a 1% increase compared to $146 million in the same period of 2024[20] - Total motorsport revenue remained flat at $169 million for the three months ended September 30, 2025, while it increased by 12% to $417 million for the nine months ended September 30, 2025[20] - Total revenue for the three months ended September 30, 2025, was $1,085 million, an increase from $911 million in the same period of 2024, representing a growth of approximately 19.1%[45][47] Operating Income and Adjusted OIBDA - Adjusted OIBDA for Formula One Group increased to $297 million in Q3 2025, up 43% from $207 million in Q3 2024[8] - Operating income for Formula One Group rose to $158 million in Q3 2025, compared to $110 million in Q3 2024, reflecting a 43% increase[8] - Operating income for the three months ended September 30, 2025, was $28 million, a decline of 22% compared to $36 million in the same period of 2024[20] - Operating income for the three months ended September 30, 2025, was $149 million, compared to $107 million in the same period of 2024, reflecting an increase of about 39.3%[45][47] - Adjusted OIBDA decreased by 10% to $66 million for the three months ended September 30, 2025, and by 3% to $150 million for the nine months ended September 30, 2025[20] - Liberty Media emphasizes the importance of Adjusted OIBDA as a measure of operational strength and performance[54] Net Earnings and Cash Flows - Net earnings attributable to Liberty stockholders for the three months ended September 30, 2025, were $13 million, a decrease from $117 million in the same period of 2024, indicating a decline of approximately 88.9%[45][47] - Cash flows from operating activities for the nine months ended September 30, 2025, amounted to $785 million, compared to $1,315 million in the same period of 2024, showing a decrease of about 40.3%[49][51] - The company reported a net cash increase of $1,265 million during the period, despite cash used in discontinued operations of $(315) million[52] Debt and Liabilities - Total attributed Formula One Group debt increased to $5,056 million as of September 30, 2025, reflecting the consolidation of MotoGP's debt[32] - Liberty Media's total debt increased to $7,037 million as of September 30, 2025, following the acquisition of MotoGP[32] - Total liabilities as of September 30, 2025, were $9,731 million, compared to $7,736 million as of September 30, 2024, reflecting an increase of about 25.8%[42][46] - The company had a total current liability of $3,526 million as of September 30, 2025, compared to $2,800 million as of September 30, 2024, indicating an increase of approximately 26%[42][46] Acquisition and Investments - Liberty Media's investment in Live Nation was valued at $11.4 billion as of September 30, 2025[1] - The acquisition of MotoGP was completed on July 3, 2025, impacting cash and debt presented from that date[31] - Liberty Media expects to complete the split-off of Liberty Live Group on December 15, 2025, enhancing the visibility of its investment in Live Nation[5] - The company incurred acquisition costs of $14 million for the three months ended September 30, 2025[45] - The company incurred acquisition costs of $3 million and $14 million for Q3 2024 and Q3 2025, respectively[56] Attendance and Engagement - MotoGP's operating results showed record attendance and growth in TV viewership and digital engagement since the acquisition[19] - The number of races held year-to-date through the third quarter of 2025 was 17, compared to 15 in the same period of 2024[22] Assets and Cash Equivalents - Total assets as of September 30, 2025, were $17,821 million, an increase from $16,360 million as of September 30, 2024, representing a growth of approximately 8.9%[42][46] - Cash and cash equivalents at the end of the period for September 30, 2025, were $1,588 million, a decrease from $2,963 million at the end of September 30, 2024, indicating a decline of approximately 46.5%[49][51] - Total cash, cash equivalents, and restricted cash at the end of the period amounted to $3,061 million, up from $2,028 million at the beginning[52] Depreciation and Expenses - The company reported a depreciation and amortization expense of $275 million for the nine months ended September 30, 2025[49] - Depreciation and amortization expenses rose from $263 million in the first nine months of 2024 to $275 million in 2025[56] - Liberty Media's corporate level selling, general, and administrative expenses were $15 million in Q3 2025, including stock-based compensation[6]

Financial Position - As of September 30, 2025, the Formula One Group had cash and cash equivalents of approximately $1,291 million, including $825 million of subsidiary cash[164]. - The Liberty Live Group had cash and cash equivalents of approximately $297 million as of September 30, 2025[165]. - As of September 30, 2025, Liberty's total cash and cash equivalents amounted to $1,291 million for the Formula One Group and $297 million for the Liberty Live Group[187]. - As of September 30, 2025, the company had substantially all cash and cash equivalents invested in highly rated financial instruments, indicating a strong liquidity position[184]. Acquisitions and Consolidation - The Company acquired approximately 84% of the equity interests in Dorna Sports, S.L. (MotoGP) on July 3, 2025, making it a consolidated subsidiary[157]. - Liberty acquired approximately 84% of the equity interests of MotoGP on July 3, 2025, and consolidated MotoGP's results from that date[211]. - The Liberty Sirius XM Holdings Split-Off was completed on September 9, 2024, exchanging each share of Liberty SiriusXM common stock for 0.8375 of a share of Liberty Sirius XM Holdings common stock[161]. - The Liberty Live Split-Off is expected to be completed on December 15, 2025, and is intended to be tax-free to stockholders[167]. Revenue and Earnings - Consolidated revenue increased by $174 million (19.1%) and $387 million (15.6%) for the three and nine months ended September 30, 2025, respectively, driven by increases in Formula 1 revenue and the acquisition of MotoGP[169]. - Formula 1's primary revenue for the nine months ended September 30, 2025, increased by $129 million to $2,089 million compared to the prior year, driven by contractual fee increases and new sponsorships[196]. - Other revenue for Formula 1 increased by $84 million during the nine months ended September 30, 2025, primarily due to higher hospitality revenue and growth in licensing income[200]. - MotoGP's primary revenue for the three months ended September 30, 2025, was $147 million, a $1 million increase from the prior year, while for the nine months, it was $365 million, up $41 million[214][215]. - Total motorsport revenue for the three months ended September 30, 2025, was $169 million, unchanged from the prior year, and for the nine months, it was $417 million, an increase from $371 million[214]. - Net earnings from continuing operations were $13 million for the three months ended September 30, 2025, compared to $132 million in the same period of 2024, and $222 million for the nine months ended September 30, 2025, compared to $294 million in 2024[183]. Operating Performance - Consolidated operating income rose by $42 million (39.3%) and $94 million (36.0%) for the three and nine months ended September 30, 2025, respectively, primarily due to improvements in Formula 1's operating results and the acquisition of MotoGP[170]. - Formula 1's operating income for the nine months ended September 30, 2025, was $433 million, an increase from $366 million in the prior year[195]. - MotoGP's operating income for the three months ended September 30, 2025, was $28 million, compared to $36 million in the prior year, and for the nine months, it was $41 million, down from $44 million[214]. Costs and Expenses - The company recorded $14 million in acquisition costs for the three months ended September 30, 2025, compared to $3 million in the same period of 2024, and $28 million for the nine months ended September 30, 2025, compared to $23 million in 2024[173]. - Interest expense increased by $24 million (38.7%) and $14 million (7.6%) for the three and nine months ended September 30, 2025, respectively, primarily due to an increase in the average amount of debt outstanding[177]. - Selling, general and administrative expenses increased by $33 million during the nine months ended September 30, 2025, attributed to higher marketing and personnel costs[207]. - Cost of motorsport revenue for Formula 1 increased by $89 million during the nine months ended September 30, 2025, compared to the prior year, primarily due to higher costs associated with events[201]. - Cost of motorsport revenue increased by $5 million to $84 million for the three months ended September 30, 2025, and by $37 million to $214 million for the nine months[221]. - Selling, general and administrative expenses rose by $2 million to $19 million for the three months ended September 30, 2025, and by $13 million to $53 million for the nine months[222]. Tax and Financial Strategy - The effective income tax rate for the three months ended September 30, 2025, was 43%, significantly higher than the expected federal tax rate of 21% due to an increase in valuation allowance and non-deductible expenses[182]. - The company does not have a debt rating, which may impact its borrowing capacity and financial strategy[186]. - Liberty expects to fund future cash uses through cash on hand, margin loans, and distributions from operating subsidiaries[190]. Market and Operational Risks - The Company has faced risks related to operational challenges, economic conditions, and regulatory environments that could impact its business performance[156]. - MotoGP is projected to consist of 22 events in 2025, up from 20 events in 2024, indicating market expansion[210]. - The impact of currency exchange rate fluctuations on MotoGP's reported revenue for the three and nine months ended September 30, 2025, would have been approximately $17 million for every 10% change in the Euro/U.S. dollar exchange rate[228]. - MotoGP's revenue in constant currency decreased by 4.7% for the three months ended September 30, 2025, while it grew by 8.9% for the nine months[219]. - MotoGP's pro forma financial information is based on preliminary acquisition price allocation and is intended for comparative purposes only[211].

Acquisition and Investments - Liberty Media completed the acquisition of MotoGP on July 3, 2025, owning approximately 84% of the business[4] - Liberty Live Group's fair value of Live Nation investment was $10.5 billion as of June 30, 2025[2] - Liberty Media has a remaining repurchase authorization of $1.1 billion for common stock as of August 1, 2025[20] Financial Performance - Formula One Group's total revenue for Q2 2025 was $1,341 million, a 36% increase from $988 million in Q2 2024[7] - Formula 1's primary revenue increased by 40% in Q2 2025 to $1,032 million, up from $739 million in Q2 2024[11] - Adjusted OIBDA for Formula One Group reached $369 million in Q2 2025, a 123% increase from $165 million in Q2 2024[7] - Operating income for Formula One Group in Q2 2025 was $280 million, compared to $59 million in Q2 2024, reflecting a 376% increase[7] - Total revenue for Formula One Group reached $1,203 million in Q2 2025, a significant increase from $853 million in Q2 2024, representing a year-over-year growth of approximately 41%[36][38] - Net earnings attributable to Liberty stockholders for Q2 2025 were $382 million, up from $24 million in Q2 2024, reflecting a year-over-year increase of over 1,491%[36][38] - Net earnings for Liberty Media were $752 million, with a significant loss of $590 million from discontinued operations[42] Cash and Liquidity - Liberty Media's total cash and cash equivalents increased to $3,448 million as of June 30, 2025, up from $3,147 million as of March 31, 2025[25] - Total cash and cash equivalents for Formula One Group increased by $307 million during Q2 2025, primarily due to net cash from operations and derivative contract settlements[27] - Total current assets for Liberty Media Corporation as of June 30, 2025, amounted to $4,102 million, with cash and cash equivalents contributing $3,448 million[33] - The company reported a net cash provided by operating activities of $612 million for the first half of 2025, compared to a net cash used of $16 million in the same period of 2024[40][41] - Cash flows from operating activities generated $394 million, while cash used in investing activities was $200 million[42] - Cash, cash equivalents, and restricted cash at the end of the period totaled $2,109 million, up from $2,028 million at the beginning[42] - The company reported a net increase in cash of $81 million during the period[42] Liabilities and Debt - Total liabilities for Liberty Media Corporation were $6,458 million as of June 30, 2025, with long-term debt remaining stable at $2,996 million[33] - Liberty Media's total debt attributed to Formula One Group remained relatively flat during Q2 2025, indicating stable financial leverage[27] Operational Metrics - The number of races held in Q2 2025 was nine, compared to eight in Q2 2024, contributing to increased revenue[13] - Adjusted OIBDA for Formula One Group was $165 million for Q2 2024 and $369 million for Q2 2025, indicating growth in operational performance[47] - Operating income for Formula One Group was $59 million for Q2 2024 and $280 million for the six months ended June 30, 2024[47] Expenses and Costs - The company incurred $11 million in acquisition costs for Q2 2024 and $3 million for Q2 2025, totaling $20 million and $14 million for the six-month periods respectively[47] - Depreciation and amortization expenses were $175 million for the six months ended June 30, 2024, compared to $157 million for the same period in 2025[47] - Stock compensation expense was $6 million for Q2 2024 and $8 million for the six months ended June 30, 2025[47] Forward-Looking Statements - The company expects to complete the split-off of Liberty Live in Q4 2025[2] - Liberty Media Corporation's forward-looking statements highlight potential risks including market acceptance of new products and regulatory matters, which could impact future financial performance[30] Foreign Exchange Impact - The company experienced a foreign exchange rate effect of $(8) million on cash and cash equivalents[42]

Part I [Part I — Financial Information](index=3&type=section&id=Part%20I%20%E2%80%94%20Financial%20Information) This section presents Liberty Media Corporation's unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Liberty Media Corporation's unaudited condensed consolidated financial statements and related notes for the periods ended June 30, 2025 and December 31, 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates Condensed Consolidated Balance Sheet Highlights (Amounts in millions) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | **Assets** | | | | Total current assets | $4,102 | $3,347 | | Investments in affiliates | $622 | $491 | | Property and equipment, net | $828 | $810 | | Goodwill | $4,135 | $4,134 | | Intangible assets, net | $2,570 | $2,689 | | Total assets | $13,821 | $12,948 | | **Liabilities & Equity** | | | | Total current liabilities | $3,103 | $1,133 | | Long-term debt | $2,996 | $4,522 | | Total liabilities | $6,458 | $5,897 | | Total equity | $7,363 | $7,051 | - Total assets increased by **$873 million** from December 31, 2024, to June 30, 2025, primarily driven by an increase in current assets, including cash and cash equivalents[9](index=9&type=chunk) - Total current liabilities significantly increased from **$1,133 million** to **$3,103 million**, mainly due to a rise in the current portion of debt and deferred revenue[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net earnings (loss) from continuing and discontinued operations Condensed Consolidated Statements of Operations Highlights (Amounts in millions, except per share amounts) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $1,341 | $988 | $1,788 | $1,575 | | Operating income (loss) | $273 | $57 | $202 | $150 | | Net earnings (loss) from continuing operations | $204 | $158 | $209 | $162 | | Net earnings (loss) from discontinued operations | — | $349 | — | $590 | | Net earnings (loss) attributable to Liberty stockholders | $204 | $457 | $209 | $660 | | Basic EPS - Liberty Formula One common stock | $1.53 | $0.10 | $1.62 | $0.43 | | Basic EPS - Liberty Live common stock | $(1.93) | $1.46 | $(2.12) | $0.66 | - Total revenue increased by **$353 million (35.7%)** for the three months ended June 30, 2025, and by **$213 million (13.5%)** for the six months ended June 30, 2025, compared to the prior year, primarily driven by Formula 1[15](index=15&type=chunk)[156](index=156&type=chunk) - Operating income saw a significant increase of **$216 million** for the three months ended June 30, 2025, and **$52 million** for the six months ended June 30, 2025, largely due to improved Formula 1 operating results[15](index=15&type=chunk)[157](index=157&type=chunk) - Net earnings from discontinued operations were zero for the current periods due to the Liberty Sirius XM Holdings Split-Off in September 2024[15](index=15&type=chunk)[34](index=34&type=chunk)[49](index=49&type=chunk) [Condensed Consolidated Statements of Comprehensive Earnings (Loss)](index=7&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Earnings%20%28Loss%29) This section presents net earnings (loss) and other comprehensive earnings (loss) to arrive at total comprehensive earnings (loss) Condensed Consolidated Statements of Comprehensive Earnings (Loss) Highlights (Amounts in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net earnings (loss) | $204 | $507 | $209 | $752 | | Other comprehensive earnings (loss) from continuing operations | $67 | $(13) | $72 | $(43) | | Comprehensive earnings (loss) attributable to Liberty stockholders | $271 | $456 | $281 | $589 | - Other comprehensive earnings from continuing operations significantly improved, showing a gain of **$67 million** and **$72 million** for the three and six months ended June 30, 2025, respectively, compared to losses in the prior year periods[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows Highlights (Amounts in millions) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided (used) by operating activities | $612 | $394 | | Net cash provided (used) by investing activities | $(120) | $(200) | | Net cash provided (used) by financing activities | $8 | $6 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $509 | $81 | | Cash, cash equivalents and restricted cash at end of period | $3,472 | $2,109 | - Net cash provided by operating activities increased to **$612 million** for the six months ended June 30, 2025, up from **$394 million** in the prior year[25](index=25&type=chunk) - Net cash used in investing activities decreased to **$120 million** for the six months ended June 30, 2025, from **$200 million** in the prior year, despite a **$131 million** prepaid purchase consideration for the MotoGP acquisition[25](index=25&type=chunk)[174](index=174&type=chunk) - Cash, cash equivalents, and restricted cash at the end of the period significantly increased to **$3,472 million** as of June 30, 2025, from **$2,109 million** in the prior year[25](index=25&type=chunk) [Condensed Consolidated Statements of Equity](index=9&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Condensed%20Consolidated%20Statements%20of%20Equity) This section details changes in total equity, including stockholders' equity and noncontrolling interests, over specific periods Condensed Consolidated Statements of Equity Highlights (Amounts in millions) | Metric | Balance at June 30, 2025 | Balance at December 31, 2024 | | :-------------------------------- | :----------------------- | :--------------------------- | | Total stockholders' equity | $7,341 | $7,029 | | Noncontrolling interests | $22 | $22 | | Total equity | $7,363 | $7,051 | - Total equity increased by **$312 million** from December 31, 2024, to June 30, 2025, primarily driven by net earnings and other comprehensive earnings[12](index=12&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [(1) Basis of Presentation](index=11&type=section&id=%281%29%20Basis%20of%20Presentation) This note describes the company's business, significant subsidiaries, recent acquisitions, intercompany agreements, and seasonality - Liberty Media Corporation is primarily engaged in the media and entertainment industries, with its most significant subsidiary being Delta Topco Limited (parent company of Formula 1) and its most significant equity method investment being Live Nation Entertainment, Inc[33](index=33&type=chunk) - Sirius XM Holdings Inc was a subsidiary until the Liberty Sirius XM Holdings Split-Off on September 9, 2024, and is now presented as a discontinued operation[34](index=34&type=chunk)[49](index=49&type=chunk) - On July 3, 2025, Liberty acquired approximately **84%** of Dorna Sports, S.L (MotoGP) for approximately **$3.7 billion**, funded by cash and **$1.0 billion** in incremental term loans. The initial accounting for this acquisition was not complete at the time of the financial statements[38](index=38&type=chunk)[40](index=40&type=chunk)[152](index=152&type=chunk) - Liberty has various intercompany agreements (Reorganization, Services, Facilities Sharing, Tax Sharing, Aircraft Time Sharing) with QVC Group, TripCo, Liberty Broadband, Liberty Sirius XM Holdings, and Atlanta Braves Holdings, for which it received reimbursements of **$4 million** and **$9 million** for the three and six months ended June 30, 2025, respectively[41](index=41&type=chunk)[42](index=42&type=chunk) - Formula 1 revenue and expenses are seasonal, generally lower in Q1 due to the F1 Championship race calendar (March to December). QuintEvents' revenue is seasonal around its largest events, typically in Q2 and Q4[45](index=45&type=chunk)[46](index=46&type=chunk) [(2) Discontinued Operations](index=13&type=section&id=%282%29%20Discontinued%20Operations) This note details the impact of the Liberty Sirius XM Holdings Split-Off, presenting it as a discontinued operation - On September 9, 2024, Liberty completed the tax-free split-off of Liberty Sirius XM Holdings, which included Sirius XM Holdings, making it an independent public company[47](index=47&type=chunk)[48](index=48&type=chunk) - Liberty Sirius XM Holdings is presented as a discontinued operation in the condensed consolidated financial statements, reflecting a strategic shift[49](index=49&type=chunk)[151](index=151&type=chunk) Net Earnings (Loss) from Discontinued Operations (Sirius XM Holdings) (Amounts in millions) | Metric | Three months ended June 30, 2024 | Six months ended June 30, 2024 | | :---------------------------------------------------------------- | :------------------------------- | :----------------------------- | | Revenue | $2,178 | $4,340 | | Operating income (loss) | $471 | $880 | | Net earnings (loss) from discontinued operations | $349 | $590 | | Net earnings (loss) attributable to Liberty stockholders | $299 | $498 | [(3) Tracking Stocks](index=14&type=section&id=%283%29%20Tracking%20Stocks) This note explains the company's tracking stock structure for Formula One and Liberty Live Groups and future split-off plans - Liberty's common stock was reclassified on August 3, 2023, into three tracking stocks: Liberty SiriusXM, Liberty Formula One, and Liberty Live, each tracking specific business groups[55](index=55&type=chunk)[145](index=145&type=chunk) - The Formula One Group, as of June 30, 2025, includes Liberty's interests in Formula 1 and QuintEvents, cash (**$3,140 million**), and **2.25%** Convertible Senior Notes due 2027[58](index=58&type=chunk)[149](index=149&type=chunk) - The Liberty Live Group, as of June 30, 2025, is primarily comprised of Liberty's interest in Live Nation, cash (**$308 million**), other minority investments, **2.375%** Exchangeable Senior Debentures due 2053, and an undrawn margin loan[59](index=59&type=chunk)[150](index=150&type=chunk) - Liberty announced a plan on November 13, 2024, to split off the Liberty Live Group in the second half of 2025, which will result in Liberty Live Holdings, Inc becoming a separate public company and Liberty Formula One common stock no longer being a tracking stock[61](index=61&type=chunk)[153](index=153&type=chunk) [(4) Stock-Based Compensation](index=16&type=section&id=%284%29%20Stock-Based%20Compensation) This note outlines stock-based compensation expenses, grants of options and RSUs, and unrecognized compensation costs - Stock-based compensation expense was **$8 million** and **$7 million** for the three months ended June 30, 2025 and 2024, respectively, and **$10 million** and **$20 million** for the six months ended June 30, 2025 and 2024, respectively[65](index=65&type=chunk) - During the six months ended June 30, 2025, the Company granted **68 thousand** options and **178 thousand** time-based RSUs of Series C Liberty Formula One common stock to its CEO and subsidiary employees[66](index=66&type=chunk)[67](index=67&type=chunk) - As of June 30, 2025, total unrecognized compensation cost related to unvested awards was approximately **$40 million**, to be recognized over a weighted average period of approximately **0.8 years**[73](index=73&type=chunk)[158](index=158&type=chunk) [(5) Earnings Attributable to Liberty Media Corporation Stockholders Per Common Share](index=17&type=section&id=%285%29%20Earnings%20Attributable%20to%20Liberty%20Media%20Corporation%20Stockholders%20Per%20Common%20Share) This note provides basic and diluted earnings per share calculations for Liberty Formula One, Liberty Live, and Liberty SiriusXM common stock Basic and Diluted EPS for Liberty Formula One Common Stock (Numbers of shares in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic WASO | 250 | 235 | 249 | 235 | | Diluted WASO | 252 | 238 | 255 | 240 | | Basic earnings (loss) attributable to Liberty Formula One stockholders | $382 | $24 | $404 | $101 | | Diluted earnings (loss) attributable to Liberty Formula One stockholders | $382 | $24 | $396 | $101 | Basic and Diluted EPS for Liberty Live Common Stock (Numbers of shares in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic WASO | 92 | 92 | 92 | 92 | | Diluted WASO | 92 | 92 | 92 | 92 | Basic and Diluted EPS for Liberty SiriusXM Common Stock (Numbers of shares in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic WASO | NA | 327 | NA | 327 | | Diluted WASO | NA | 374 | NA | 370 | | Basic earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders | NA | $299 | NA | $498 | | Diluted earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders | NA | $225 | NA | $417 | - Approximately **6 million** and **3 million** potentially dilutive shares of Series A and Series C Liberty Formula One common stock, respectively, were excluded from diluted EPS for the three and six months ended June 30, 2025, as their inclusion would be antidilutive[75](index=75&type=chunk) [(6) Assets and Liabilities Measured at Fair Value](index=19&type=section&id=%286%29%20Assets%20and%20Liabilities%20Measured%20at%20Fair%20Value) This note details fair value measurements for financial instruments, including cash equivalents, debt, and derivatives Fair Value Measurements (Amounts in millions) | Description | Total (June 30, 2025) | Level 1 (June 30, 2025) | Level 2 (June 30, 2025) | Total (Dec 31, 2024) | Level 1 (Dec 31, 2024) | Level 2 (Dec 31, 2024) | | :-------------------------- | :-------------------- | :---------------------- | :---------------------- | :------------------- | :--------------------- | :--------------------- | | Cash equivalents | $774 | $774 | — | $2,466 | $2,466 | — | | Financial instrument assets | $244 | $101 | $143 | $167 | $84 | $83 | | Debt | $2,405 | — | $2,405 | $2,144 | — | $2,144 | | Financial instrument liabilities | $90 | — | $90 | $138 | — | $138 | Realized and Unrealized Gains (Losses) on Financial Instruments, net (Amounts in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Debt measured at fair value | $(252) | $66 | $(253) | $(3) | | Foreign currency forward contracts | $227 | $8 | $335 | $8 | | Live Nation Forward Contracts | $(90) | — | $(90) | — | | Interest rate swaps | $(18) | $13 | $(53) | $54 | | Total | $(129) | $87 | $(64) | $66 | - The majority of Level 2 financial instruments are debt-related and derivative instruments, including foreign currency forward contracts, interest rate swaps, and forward contracts, whose fair values are derived from observable market data or similar assets/liabilities[90](index=90&type=chunk) - Realized and unrealized losses on financial instruments, net, totaled **$129 million** and **$64 million** for the three and six months ended June 30, 2025, respectively, primarily due to losses on debt measured at fair value and Live Nation Forward Contracts, partially offset by gains on foreign currency forward contracts[93](index=93&type=chunk) [(7) Investments in Affiliates Accounted for Using the Equity Method](index=22&type=section&id=%287%29%20Investments%20in%20Affiliates%20Accounted%20for%20Using%20the%20Equity%20Method) This note describes investments in affiliates, primarily Live Nation, and the company's share of their earnings or losses Investments in Affiliates (Amounts in millions) | Affiliate | Percentage Ownership | Fair Value (June 30, 2025) | Carrying Amount (June 30, 2025) | Carrying Amount (Dec 31, 2024) | | :---------------- | :------------------- | :------------------------- | :------------------------------ | :----------------------------- | | Live Nation | 30% | $10,536 | $557 | $430 | | Total Consolidated Liberty | | | $622 | $491 | Share of Earnings (Losses) of Affiliates, net (Amounts in millions) | Group | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formula One Group | $(2) | $(2) | $(5) | $(5) | | Liberty Live Group | $73 | $85 | $77 | $64 | | Consolidated Liberty | $71 | $83 | $72 | $59 | - Live Nation, a **30%** owned equity affiliate, is the world's leading live entertainment company. Its carrying amount increased from **$430 million** to **$557 million**[95](index=95&type=chunk)[97](index=97&type=chunk) - Liberty's share of earnings from affiliates was **$71 million** and **$72 million** for the three and six months ended June 30, 2025, respectively, primarily driven by Live Nation's performance[95](index=95&type=chunk) Live Nation Statements of Operations Highlights (Amounts in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $7,007 | $6,023 | $10,389 | $9,823 | | Operating income (loss) | $487 | $466 | $601 | $424 | | Net earnings (loss) attributable to Live Nation stockholders | $243 | $298 | $267 | $243 | [(8) Long-Term Debt](index=24&type=section&id=%288%29%20Long-Term%20Debt) This note provides a summary of the company's long-term debt, including convertible notes, senior loan facilities, and debentures Debt Summary (Amounts in millions) | Debt Type | Principal (June 30, 2025) | Carrying Value (June 30, 2025) | Carrying Value (Dec 31, 2024) | | :---------------------------------------- | :-------------------------- | :----------------------------- | :----------------------------- | | **Formula One Group** | | | | | 2.25% Convertible Senior Notes due 2027 | $475 | $636 | $588 | | Formula 1 Senior Loan Facilities | $2,372 | $2,350 | $2,357 | | **Liberty Live Group** | | | | | 2.375% Exchangeable Senior Debentures due 2053 | $1,150 | $1,769 | $1,556 | | Total debt | $4,047 | $4,799 | $4,548 | | Debt classified as current | | $(1,803) | $(26) | | Total long-term debt | | $2,996 | $4,522 | - The **2.375%** Exchangeable Senior Debentures due 2053, attributed to the Liberty Live Group, were classified as current liabilities as of June 30, 2025, due to holders' ability to exchange them within a one-year period[104](index=104&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) - Formula 1 Senior Loan Facilities, with a weighted average interest rate of approximately **6.15%** as of June 30, 2025, were refinanced in September 2024, extending maturities and reducing the Term Loan B margin to **2.0%**[111](index=111&type=chunk) - In May 2025, LN Holdings 1, LLC (LNSPV) entered into Live Nation Forward Contracts, obligating it to deliver up to approximately **10.5 million** shares of Live Nation common stock by Q1 2027, with **$1,587 million** of Live Nation common stock pledged as collateral[106](index=106&type=chunk) - Formula 1 and Liberty are in compliance with their debt covenants as of June 30, 2025[173](index=173&type=chunk) [(9) Commitments and Contingencies](index=27&type=section&id=%289%29%20Commitments%20and%20Contingencies) This note outlines significant commitments, such as Concorde incentive payments, and contingent liabilities from legal and tax proceedings - Formula 1 paid **$50 million** to 10 teams in March 2025 as an incentive for signing the 2026 Concorde Commercial Agreement, which covers F1 Championship seasons from 2026 to 2030[117](index=117&type=chunk) - The Company has contingent liabilities related to legal and tax proceedings, but management expects any required amounts to satisfy these contingencies will not be material[119](index=119&type=chunk) [(10) Information About Liberty's Operating Segments](index=27&type=section&id=%2810%29%20Information%20About%20Liberty%27s%20Operating%20Segments) This note presents financial information by operating segment, primarily Formula 1, and reconciles Adjusted OIBDA to operating income - Liberty identifies Formula 1 as a reportable segment, a global motorsports business holding exclusive commercial rights to the F1 Championship[124](index=124&type=chunk) - Adjusted OIBDA, a non-GAAP measure, is used by management to evaluate business performance, excluding stock-based compensation, litigation settlements, Concorde incentive payments, and restructuring/acquisition/impairment charges[123](index=123&type=chunk) Adjusted OIBDA by Segment (Amounts in millions) | Segment | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formula One Group | $369 | $165 | $442 | $367 | | Liberty Live Group | $(5) | $(1) | $(9) | $(2) | | Consolidated Liberty | $364 | $164 | $433 | $365 | - Consolidated Adjusted OIBDA increased by **$200 million** and **$68 million** for the three and six months ended June 30, 2025, respectively, primarily due to increases in Formula 1's Adjusted OIBDA[160](index=160&type=chunk) Reconciliation of Adjusted OIBDA to Operating Income (Loss) (Amounts in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Adjusted OIBDA | $364 | $164 | $433 | $365 | | Concorde incentive payments | — | — | $(50) | — | | Acquisition costs | $(3) | $(11) | $(14) | $(20) | | Stock-based compensation | $(8) | $(7) | $(10) | $(20) | | Depreciation and amortization | $(80) | $(89) | $(157) | $(175) | | Operating income (loss) | $273 | $57 | $202 | $150 | - The Company anticipates recognizing revenue from undelivered performance obligations of approximately **$1,542 million** for the remainder of 2025, **$2,624 million** in 2026, **$2,364 million** in 2027, **$6,050 million** in 2028-2032, and **$1,716 million** thereafter[132](index=132&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Liberty Media Corporation's financial condition, operating results, and business segment performance [Cautionary Note Regarding Forward-Looking Statements](index=32&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This note highlights risks and uncertainties associated with forward-looking statements, including proposed transactions and economic factors - The report contains forward-looking statements regarding the proposed Liberty Live Split-Off, financing, interest rates, stock prices, contingent liabilities, and other business matters, which are subject to various risks and uncertainties[136](index=136&type=chunk) - Key factors that could cause actual results to differ include the ability to obtain financing, indebtedness impact, popularity of tracking stock businesses, success of acquisitions, economic conditions, and regulatory compliance[136](index=136&type=chunk) [Overview](index=33&type=section&id=Overview) This section provides a high-level summary of Liberty Media's business, capital structure, key assets, and recent strategic actions - Liberty Media Corporation holds controlling and non-controlling interests in media and entertainment companies, with Formula 1 as its most significant operating subsidiary and Live Nation as a key equity method investment[140](index=140&type=chunk)[141](index=141&type=chunk) - The company's capital structure includes tracking stocks for the Formula One Group and Liberty Live Group, which are not separate legal entities[144](index=144&type=chunk)[148](index=148&type=chunk) - The Formula One Group's primary assets include Formula 1, QuintEvents, and **$3,140 million** in cash and cash equivalents as of June 30, 2025[149](index=149&type=chunk) - The Liberty Live Group's primary assets include Live Nation, other minority investments, and **$308 million** in cash and cash equivalents as of June 30, 2025[150](index=150&type=chunk) - Liberty completed the acquisition of approximately **84%** of MotoGP on July 3, 2025, for **$3.7 billion**, attributed to the Formula One Group[152](index=152&type=chunk) - A plan to split off the Liberty Live Group is expected to be completed in the second half of 2025, making Liberty Live Holdings, Inc a separate public company[153](index=153&type=chunk) [Results of Operations—Consolidated](index=36&type=section&id=Results%20of%20Operations%E2%80%94Consolidated) This section analyzes consolidated revenue, operating income, and Adjusted OIBDA, highlighting key drivers of performance Consolidated Operating Results (Amounts in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $1,341 | $988 | $1,788 | $1,575 | | Operating Income (Loss) | $273 | $57 | $202 | $150 | | Adjusted OIBDA | $364 | $164 | $433 | $365 | - Consolidated revenue increased by **$353 million (35.7%)** and **$213 million (13.5%)** for the three and six months ended June 30, 2025, respectively, driven by Formula 1 and QuintEvents[156](index=156&type=chunk) - Consolidated operating income increased by **$216 million** and **$52 million** for the three and six months ended June 30, 2025, respectively, primarily due to improved Formula 1 operating results[157](index=157&type=chunk) - Consolidated Adjusted OIBDA increased by **$200 million** and **$68 million** for the three and six months ended June 30, 2025, respectively, mainly due to Formula 1's performance[160](index=160&type=chunk) [Other Income and Expense](index=38&type=section&id=Other%20Income%20and%20Expense) This section details components of other income and expense, including interest, affiliate earnings, and financial instrument gains/losses Components of Other Income (Expense) (Amounts in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest expense | $(57) | $(60) | $(112) | $(122) | | Share of earnings (losses) of affiliates, net | $71 | $83 | $72 | $59 | | Realized and unrealized gains (losses) on financial instruments, net | $(129) | $87 | $(64) | $66 | | Other, net | $70 | $26 | $106 | $47 | | Total Other Income (Expense) | $(45) | $136 | $2 | $50 | - Consolidated interest expense decreased by **$3 million** and **$10 million** for the three and six months ended June 30, 2025, respectively, due to lower average debt and reduced interest rates on Formula 1's Senior Loan Facilities[163](index=163&type=chunk) - Realized and unrealized losses on financial instruments, net, were **$(129) million** and **$(64) million** for the three and six months ended June 30, 2025, respectively, primarily driven by losses on debt measured at fair value and Live Nation Forward Contracts, partially offset by gains on foreign currency forward contracts[165](index=165&type=chunk)[166](index=166&type=chunk) - Other, net income increased by **$44 million** and **$59 million** for the three and six months ended June 30, 2025, respectively, due to higher interest income and gains on asset dispositions[167](index=167&type=chunk) - Net earnings from continuing operations were **$204 million** and **$209 million** for the three and six months ended June 30, 2025, respectively, reflecting fluctuations in revenue, expenses, and other gains/losses[169](index=169&type=chunk) [Material Changes in Financial Condition](index=39&type=section&id=Material%20Changes%20in%20Financial%20Condition) This section discusses changes in cash and cash equivalents, borrowing capacity, and projected uses of cash for investments and operations - As of June 30, 2025, Liberty's cash and cash equivalents were **$3,448 million**, primarily invested in U.S Treasury securities and other highly rated debt instruments[9](index=9&type=chunk)[170](index=170&type=chunk) Cash and Cash Equivalents by Group (Amounts in millions) | Group | June 30, 2025 | | :-------------------- | :------------ | | Formula One Group | $3,140 | | Liberty Live Group | $308 | | Total | $3,448 | - Liberty has **$400 million** available under its margin loan secured by Live Nation shares as of June 30, 2025[172](index=172&type=chunk) - Liberty's primary use of cash during the six months ended June 30, 2025, was a **$131 million** extension payment for the MotoGP acquisition[174](index=174&type=chunk) - Formula 1's primary use of cash during the six months ended June 30, 2025, was **$55 million** in capital expenditures[175](index=175&type=chunk) - Projected uses of cash include investments, debt service, potential stock buybacks, and funding the MotoGP acquisition, expected to be covered by cash on hand, borrowing capacity, and subsidiary distributions[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) [Results of Operations—Businesses](index=41&type=section&id=Results%20of%20Operations%E2%80%94Businesses) This section provides a detailed analysis of Formula 1's revenue, expenses, and operating results, including key performance drivers - Formula 1 derives primary revenue from race promotion, media rights, and sponsorship arrangements, with contracts typically specifying advance payments and annual fee increases[179](index=179&type=chunk) Formula 1 Operating Results (Amounts in millions) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Primary Formula 1 revenue | $1,032 | $739 | $1,351 | $1,202 | | Other Formula 1 revenue | $194 | $132 | $278 | $222 | | Total Formula 1 revenue | $1,226 | $871 | $1,629 | $1,424 | | Adjusted OIBDA | $361 | $160 | $446 | $368 | | Operating income (loss) | $293 | $84 | $265 | $220 | | Number of Events | 9 | 8 | 11 | 11 | - Primary Formula 1 revenue increased by **$293 million (39.6%)** and **$149 million (12.4%)** for the three and six months ended June 30, 2025, respectively, due to an additional event, different event mix, contractual fee increases, growth in F1 TV subscriptions, and new sponsors[183](index=183&type=chunk) - Other Formula 1 revenue increased by **$62 million (47.0%)** and **$56 million (25.2%)** for the three and six months ended June 30, 2025, respectively, driven by higher hospitality and experiences revenue (Paddock Club), increased freight income, and licensing income growth[185](index=185&type=chunk) - Cost of Formula 1 revenue increased by **$142 million** and **$98 million** for the three and six months ended June 30, 2025, respectively, primarily due to increased team payments, higher Paddock Club costs, freight costs, and partner servicing costs[188](index=188&type=chunk)[189](index=189&type=chunk)[192](index=192&type=chunk) - Selling, general and administrative expenses increased by **$12 million** and **$29 million** for the three and six months ended June 30, 2025, respectively, due to higher personnel and marketing costs[194](index=194&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section outlines Liberty Media Corporation's exposure to market risks from interest rates and stock prices, and risk management strategies - Liberty is exposed to market risk from changes in interest rates due to borrowing and investment activities, managing this through a mix of fixed and variable rate debt and interest rate swaps[197](index=197&type=chunk)[198](index=198&type=chunk) Debt by Interest Rate Type (Amounts in millions) | Group | Variable Rate Debt Principal | Weighted Avg Interest Rate (Variable) | Fixed Rate Debt Principal | Weighted Avg Interest Rate (Fixed) | | :---------------- | :--------------------------- | :---------------------------------- | :------------------------ | :-------------------------------- | | Formula One Group | $172 | 6.2% | $2,725 | 4.4% | | Liberty Live Group | NA | NA | $1,150 | 2.4% | - The Company is exposed to stock price changes due to significant holdings in publicly traded securities, such as Live Nation, and uses equity collars and other financial instruments to manage this risk[199](index=199&type=chunk) - A **10%** decrease in Live Nation's market price at June 30, 2025, would have resulted in a **$1,054 million** lower aggregate value for the security[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and the absence of material changes in internal control - The Executives concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[201](index=201&type=chunk) - No material changes in the Company's internal control over financial reporting occurred during the three months ended June 30, 2025[202](index=202&type=chunk) Part II [Part II — Other Information](index=45&type=section&id=Part%20II%20%E2%80%94%20Other%20Information) This section includes legal proceedings, risk factors, equity security sales, other information, and a list of exhibits [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) This section states that there have been no material changes to previously disclosed legal proceedings - No material changes to legal proceedings have occurred since the December 31, 2024 Annual Report on Form 10-K[204](index=204&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section details various risks that could materially affect Liberty Media Corporation, especially the Formula One Group and MotoGP [Risks Relating to the Formula One Group](index=45&type=section&id=Risks%20Relating%20to%20the%20Formula%20One%20Group) This section outlines specific risks impacting the Formula One Group, including popularity, commercial agreements, and regulatory challenges - A decline in the popularity of Formula 1 or MotoGP could materially and adversely affect their ability to exploit commercial rights, renew contracts, and attract teams, impacting the Formula One Group's financial performance[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) - Termination of the 100-Year Agreements (Formula 1) or the FIM Agreement (MotoGP) could cause the respective businesses to discontinue operations, leading to the termination of commercial contracts and loss of intellectual property rights[210](index=210&type=chunk)[211](index=211&type=chunk) - Formula 1 Teams' ability to terminate participation or withdraw from the F1 Championship, or a reduction in the number of MotoGP Teams, could diminish the competitive position and popularity of the sports, affecting commercial agreements[212](index=212&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk)[217](index=217&type=chunk) - The FIA and FIM, as governing bodies, may take actions that conflict with Formula 1's or MotoGP's commercial interests, impacting operations and revenue[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk) - Formula 1 and MotoGP are subject to competition laws, with potential enforcement actions, such as the Department of Justice investigation into Formula 1's conduct regarding Andretti Formula Racing's entry, which could lead to contract unenforceability, damages, or other sanctions[221](index=221&type=chunk)[222](index=222&type=chunk)[224](index=224&type=chunk) - Inability to renew, replace, or renegotiate race promotion, media rights, or sponsorship contracts on favorable terms could lead to reduced revenue, contract cancellations, or less favorable terms[225](index=225&type=chunk)[226](index=226&type=chunk) - Exposure to credit-related losses exists if counterparties to key commercial contracts (including governments) fail to perform, exacerbated by U.S dollar or Euro appreciation against local currencies[227](index=227&type=chunk) - Challenges by tax authorities or changes in tax laws, such as the OECD's 'Two Pillar' approach, could adversely affect Formula 1 and MotoGP's financial results due to additional tax liabilities or higher effective tax rates[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk)[234](index=234&type=chunk) - Difficulties in expanding into new markets, including attracting race promoters or obtaining necessary approvals for more events, could limit growth opportunities[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk) - Changes in advertising, media rights, and environmental laws and regulations could reduce sponsorship revenue, restrict broadcast options, or even lead to bans on motorsports, impacting profitability[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk) - Events beyond control (e.g., natural disasters, geopolitical conflicts, promoter failures) could cause event cancellations or postponements, leading to revenue loss not covered by insurance[241](index=241&type=chunk)[242](index=242&type=chunk) - Racing accidents or terrorist acts during events could cause uninsured losses, disrupt events, damage reputation, and lead to compensation claims[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) - The establishment of rival motor racing series or increased popularity of existing ones could lead to fewer teams, reduced budgets, and diminished competitive position for Formula 1 or MotoGP[246](index=246&type=chunk) - Changes in consumer viewing habits and new content distribution platforms could adversely affect media rights monetization and viewership levels if Formula 1 or MotoGP fail to adapt[247](index=247&type=chunk) - Disclosure of confidential business arrangements could harm relationships with counterparties and teams, resulting in less favorable commercial contracts[248](index=248&type=chunk)[249](index=249&type=chunk) - Reliance on trademarks, copyrights, and intellectual property, coupled with challenges from piracy and new technologies like AI, poses risks to revenue and media rights value[250](index=250&type=chunk) - Processing and protection of personal data are subject to evolving global regulations (e.g., GDPR, CCPA, CPRA), which could lead to compliance costs, fines, reputational damage, or limits on data use[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk) - Covenants in Formula 1's and MotoGP's credit facilities restrict financial and operating flexibility, including limitations on incurring debt, paying dividends, making investments, and selling assets[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - Fluctuations in the U.S dollar and/or Euro against other functional currencies could adversely affect profitability, especially if counterparties face increased payment costs[257](index=257&type=chunk) - Formula 1 Teams' governance rights under the Concorde Agreements may limit or influence actions Liberty seeks to take regarding Formula 1's operations[259](index=259&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details Liberty Media Corporation's share repurchase programs and confirms no repurchases during the quarter - Liberty's board of directors authorized **$2 billion** for share repurchases in November 2019 and May 2022[260](index=260&type=chunk) - As of June 30, 2025, approximately **$1.1 billion** remained available for future share repurchases[261](index=261&type=chunk) - No repurchases of Liberty Formula One common stock or Liberty Live common stock occurred during the three months ended June 30, 2025[261](index=261&type=chunk) [Item 5. Other Information](index=57&type=section&id=Item%205.%20Other%20Information) This section confirms no Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter ended June 30, 2025[263](index=263&type=chunk) [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including various agreements and certifications - The report includes exhibits such as the Senior Facilities Agreement, Master Forward Confirmation, Incremental Facility Commitment Letters, Rule 13a-14(a)/15d-14(a) Certifications, Section 1350 Certification, Unaudited Attributed Financial Information for Tracking Stock Groups, and Inline XBRL documents[265](index=265&type=chunk)

Financial Performance - Formula One Group revenue for Q1 2025 was $447 million, a decrease of 24% compared to $587 million in Q1 2024[7] - Formula 1's operating income for Q1 2025 was a loss of $28 million, compared to a profit of $136 million in Q1 2024[7] - Adjusted OIBDA for Formula One Group decreased to $73 million in Q1 2025, down 64% from $202 million in Q1 2024[7] - Primary Formula 1 revenue decreased by 31% to $319 million in Q1 2025, attributed to one fewer race compared to the previous year[9] - Total revenue for Q1 2025 was $447 million, a decrease of 24% compared to $587 million in Q1 2024[34][36] - Formula 1 revenue in Q1 2025 was $400 million, down from $550 million in Q1 2024, representing a decline of 27%[34][36] - Operating income for Q1 2025 was a loss of $71 million, compared to an operating income of $93 million in Q1 2024[34][36] - Net earnings attributable to Liberty stockholders for Q1 2025 were $5 million, a significant decrease from $203 million in Q1 2024[34][36] - Net earnings for the quarter were $77 million, a significant recovery from a loss of $73 million in the previous year[41] - Adjusted OIBDA for Formula One Group was $202 million, compared to $73 million in the same quarter last year[45] - Liberty Live Group reported an operating loss of $4 million, with an Adjusted OIBDA of $(4) million[45] Cash and Debt Management - Total cash and cash equivalents attributed to Formula One Group increased by $202 million during Q1 2025, reaching $2.833 billion[22] - Cash and cash equivalents at the end of Q1 2025 totaled $3,147 million, an increase from $2,963 million at the beginning of the period[37] - Net cash provided by operating activities in Q1 2025 was $381 million, compared to $5 million in Q1 2024[37][40] - Long-term debt as of March 31, 2025, was $4,534 million, reflecting an increase from the previous period[31] - Liberty Media's total attributed debt as of March 31, 2025, was $4.564 billion, slightly up from $4.548 billion at the end of 2024[23] - The company reported a net cash decrease of $167 million during the period, ending with $1,241 million in cash and cash equivalents[41] - The company experienced a cash outflow of $354 million from discontinued operations in investing activities[41] Asset and Liability Overview - Total assets as of March 31, 2025, were $13,285 million, compared to $12,086 million in the previous period[31] - Total liabilities as of March 31, 2025, were $6,226 million, an increase from $4,675 million in the previous period[31] Strategic Initiatives - The 2026 Concorde Commercial Agreement was signed by Formula 1 and all ten teams, providing financial stability for the future[3] - Liberty Media has a remaining stock repurchase authorization of $1.1 billion as of May 1, 2025[16] - The company is working with the European Commission on regulatory processes for the MotoGP acquisition[3] - Liberty Live Group's fair value investment in Live Nation was $9.1 billion as of March 31, 2025, up from $9.0 billion at the end of 2024[20] Depreciation and Amortization - The company reported a depreciation and amortization expense of $77 million in Q1 2025, down from $86 million in Q1 2024[34][36] - Depreciation and amortization expenses were $86 million for the quarter, down from $77 million in the previous year[45]

Financial Performance - Consolidated revenue decreased by $140 million to $447 million for the three months ended March 31, 2025, compared to $587 million in the same period of 2024, primarily due to a decrease in Formula 1 revenue[148] - Formula 1 revenue dropped from $553 million in Q1 2024 to $403 million in Q1 2025, reflecting a significant decline in operating performance[148] - Consolidated operating loss increased by $164 million, resulting in a loss of $71 million for the three months ended March 31, 2025, compared to a profit of $93 million in the same period of 2024[149] - Adjusted OIBDA for the Formula One Group decreased from $208 million in Q1 2024 to $85 million in Q1 2025, indicating a decline in operational efficiency[148] - Adjusted OIBDA decreased by $132 million to $69 million in Q1 2025 compared to $201 million in Q1 2024, primarily due to a decrease in Formula 1 Adjusted OIBDA[152] - Operating income for Formula 1 was a loss of $28 million in Q1 2025, compared to a profit of $136 million in Q1 2024[172] Cash and Liquidity - As of March 31, 2025, the Formula One Group had cash and cash equivalents of approximately $2,833 million, including $1,617 million of subsidiary cash[140] - The Liberty Live Group had cash and cash equivalents of approximately $314 million as of March 31, 2025[141] - Total cash and cash equivalents for Liberty as of March 31, 2025, were $3.147 billion, with $1.547 billion held by Formula 1[163] - Cash provided by operating activities for Formula One Group was $391 million in Q1 2025, up from $140 million in Q1 2024[165] - Liberty's primary use of cash in Q1 2025 included a $131 million extension payment related to the Dorna acquisition[165] Expenses and Costs - Stock-based compensation expense for Q1 2025 was $2 million, down from $13 million in Q1 2024, with total unrecognized compensation cost of approximately $13 million as of March 31, 2025[150] - Acquisition costs increased to $11 million in Q1 2025 from $9 million in Q1 2024[151] - Other Formula 1 revenue decreased by $6 million during the three months ended March 31, 2025, compared to the prior year, primarily due to a decrease in hospitality and experiences revenue[175] - Cost of Formula 1 revenue decreased by $44 million during the three months ended March 31, 2025, compared to the prior year, with team payments decreasing from $163 million to $114 million[176] - Other costs of Formula 1 revenue increased by $5 million during the three months ended March 31, 2025, primarily due to higher freight costs and commissions[178] - Selling, general and administrative expenses increased by $17 million during the three months ended March 31, 2025, primarily due to higher marketing and personnel costs[179] - Depreciation and amortization decreased by $9 million during the three months ended March 31, 2025, primarily due to a decrease in amortization expense related to certain intangible assets[181] Debt and Interest - As of March 31, 2025, the company had $176 million in variable rate debt with a weighted average interest rate of 6.2% and $2,726 million in fixed rate debt with a weighted average interest rate of 4.4%[183] - Interest expense decreased by $7 million to $55 million in Q1 2025 compared to $62 million in Q1 2024, primarily due to a decrease in average debt and interest rates[154] Corporate Actions - The company agreed to acquire approximately 86% of Dorna Sports, S.L. for a purchase price of approximately €3.0 billion, with regulatory review extending into 2025[144] - The Liberty Live Split-Off is intended to be tax-free for stockholders and is subject to various conditions, including shareholder approval[145] - The company completed the split-off of Liberty Sirius XM Holdings on September 9, 2024, which was intended to be tax-free for holders of Liberty SiriusXM common stock[137] Earnings - Net earnings from continuing operations were $5 million in Q1 2025, slightly up from $4 million in Q1 2024[159] Market Risk - The company’s stock in Live Nation, a publicly traded security, is subject to market risk, with a potential aggregate value decrease of $909 million if the market price were 10% lower at March 31, 2025[184]

Revenue and Financial Performance - Formula One Group reported a total revenue of $3,653 million for the year ended December 31, 2024, an increase of 6% compared to $3,222 million in 2023[7] - Adjusted OIBDA for Formula One Group was $774 million for the full year 2024, compared to $686 million in 2023, reflecting a growth of 13%[7] - Operating income for Formula One Group increased to $297 million in 2024, up from $287 million in 2023[7] - Formula 1 revenue for the twelve months ended December 31, 2024, was $3,318 million, an increase from $3,222 million in 2023[38] - Total revenue for Liberty Media Corporation for the twelve months ended December 31, 2024, was $3,653 million, compared to $3,572 million in 2023[38] - Operating income for Liberty Media Corporation for the twelve months ended December 31, 2024, was $276 million, compared to $255 million in 2023[38] - Net earnings attributable to Liberty stockholders for the twelve months ended December 31, 2024, were a loss of $2,063 million, significantly impacted by discontinued operations[38] - Net earnings for Liberty Media Corporation were $962 million for the twelve months ended December 31, 2023, compared to a loss of $2,475 million in the previous period[45] Cash Flow and Debt Management - Total cash and cash equivalents attributed to Formula One Group decreased by $35 million during Q4 2024, primarily due to cash used in operations and capital expenditures[30] - Total debt attributed to Formula One Group remained relatively flat at $2,928 million as of December 31, 2024, compared to $2,992 million in the previous quarter[30] - Total cash and cash equivalents attributed to Liberty Live Group decreased by $63 million during Q4 2024, mainly due to debt reduction and interest payments[31] - Total attributed Liberty Live Group debt decreased by $50 million during the quarter, settling the remaining 0.5% Live Nation exchangeable senior debentures due 2050[31] - Cash provided by operating activities was $634 million, a significant increase from a cash used of $14 million in the prior year[45] - The company reported a net cash used by investing activities of $544 million, primarily due to capital expenditures of $461 million[45] - Cash flows from financing activities resulted in a net cash used of $285 million, reflecting significant debt repayments[45] - The company reported a net increase in cash of $935 million for the period, despite cash used by discontinued operations of $315 million[45] Strategic Initiatives and Future Outlook - Liberty Media extended the regulatory approval date for the MotoGP acquisition to June 30, 2025[2] - The company has strategic priorities for 2025, including expectations regarding the planned acquisition of MotoGP[33] - Team payments as a percentage of pre-team payment Adjusted OIBDA decreased from 62.6% in 2023 to 61.5% in 2024[16] - Liberty Media has a remaining repurchase authorization of $1.1 billion for common shares as of February 1, 2025[22] Attendance and Engagement - Formula 1 fan attendance reached 6.5 million in 2024, up 9% from 2023[2] Other Financial Metrics - The fair value of Live Nation investment attributed to Liberty Live Group was $9.0 billion as of December 31, 2024[2] - The Liberty Live Group reported an Adjusted OIBDA loss of $9 million for 2023, with a slight improvement expected to a loss of $7 million in 2024[50] - The company incurred $32 million in costs related to corporate acquisitions and a $73 million non-cash impairment charge during the year ended December 31, 2024[50] - Liberty Media's depreciation and amortization expenses totaled $406 million for the year, contributing to the overall financial performance[45]

Debt and Financial Obligations - As of December 31, 2024, the company had outstanding corporate-level indebtedness of $1.7 billion, including $475 million in 2.25% Convertible Senior Notes due 2027 and $1.15 billion in 2.375% Exchangeable Senior Debentures due 2053[100]. - The company's ability to access cash flow is restricted by covenants in the debt instruments of certain subsidiaries, potentially limiting future financing options[100]. - The company has $1.15 billion in fixed rate debt for Liberty Live Group with a weighted average interest rate of 2.4%[338]. - As of December 31, 2024, the company has $180 million in variable rate debt with a weighted average interest rate of 6.2% and $2.728 billion in fixed rate debt with a weighted average interest rate of 4.4%[338]. - The company manages interest rate exposure by maintaining a mix of fixed and variable rate debt and using interest rate swap arrangements when appropriate[337]. - Future debt levels are expected to vary based on market conditions and operational requirements[337]. Economic and Market Risks - A significant portion of the company's revenue is derived from discretionary spending, which may decline during economic downturns, adversely affecting revenue from live entertainment and sporting events[104]. - The company's ability to maintain or grow revenue may be adversely affected by weak economic conditions and rising inflation, which could increase operational costs[105]. - Cybersecurity threats pose increasing risks, with potential disruptions leading to loss of revenue and increased costs[114]. - The return to normal operations post-COVID-19 is uncertain, with potential future pandemics impacting revenue from events and services[116]. - Changes in international tax laws, such as the OECD's "Two Pillar" approach, could result in higher effective tax rates for Formula 1, impacting profitability[138]. - Fluctuations in the value of the U.S. dollar against other currencies could adversely affect Formula 1's profitability, as a significant portion of its revenue and costs are denominated in U.S. dollars[163]. Legal and Regulatory Challenges - The company is subject to various legal proceedings that could adversely affect its financial condition and performance[107]. - The Liberty Sirius XM Holdings Split-Off may result in significant tax liabilities if it does not qualify as a tax-free transaction under the Internal Revenue Code[109]. - The company is responsible for taxes and losses resulting from the Liberty Sirius XM Holdings Split-Off, with indemnification obligations from Liberty Sirius XM Holdings[111]. - Formula 1 is under investigation by the Department of Justice regarding competition law compliance, which could have significant implications[128]. - The processing and protection of personal data are subject to complex regulations, and non-compliance could lead to significant liabilities and operational impacts for Formula 1[154]. - Live Nation's operations are subject to legal proceedings that could result in substantial costs and diversion of resources, impacting its financial condition[190]. Operational Risks - The company has operations outside the U.S. that are subject to numerous operational risks, including compliance with foreign regulations[108]. - Live Nation's business is highly sensitive to public tastes and relies on securing popular artists, which can affect revenue generation if consumer preferences change[167]. - Live Nation typically books tours 4 to 8 months in advance and incurs fixed costs, risking losses if tours are canceled or not well-received[168]. - The success of Live Nation's ticketing business depends on maintaining relationships with clients and the majority of revenue is expected to come from online and mobile ticket sales[170]. - System integrity and infrastructure are critical for Live Nation's operations, and interruptions could adversely impact business performance[177]. - Security breaches could lead to significant liabilities and damage to Live Nation's reputation, affecting customer trust and operational costs[180]. Competition and Market Position - The company faces risks related to the popularity of its live entertainment events, which are difficult to predict and can impact revenue generation[102]. - Live Nation faces intense competition in the live music and ticketing industries, which could hinder its ability to maintain or increase revenue[172]. - The ticketing business is challenged by competitors offering self-ticketing systems and direct competition from primary ticketing clients[173]. - Formula 1's commercial contracts may decline in value if a rival motor racing series is established, potentially adversely affecting its business and financial condition[149]. - Changes in consumer viewing habits and the emergence of new content distribution platforms could impact Formula 1's profitability and effectiveness of its licensing practices, leading to a reduction in the value of its media rights and sponsorship contracts[150]. Corporate Governance and Structure - The company has overlapping directors and management with QVC Group, Liberty Broadband, and TripCo, which may lead to potential conflicts of interest in pursuing business opportunities[106]. - The Board of Directors has the authority to change management and allocation policies without stockholder approval, which could disadvantage one group while benefiting another[212]. - Holders of Liberty Formula One common stock and Liberty Live common stock vote together as a single class, with Series B shares having ten votes per share and Series A shares having one vote per share[221]. - The company may face challenges in acquisition bids due to its capital structure, which is not independent for the Formula One Group and Liberty Live Group[223]. - Insider transactions could depress the market price of Liberty Formula One common stock or Liberty Live common stock, affecting stockholder perceptions[222]. Future Plans and Expectations - The company plans to split off its Liberty Live Group into an independent, publicly-traded company in the second half of 2025, subject to certain approvals[226]. - The company expects to incur nonrecurring costs related to the Liberty Live Split-Off, including advisory, legal, and transaction costs, with a majority already incurred[227]. - The realization of benefits from the Liberty Live Split-Off is expected to offset incurred costs over time, though no assurances can be made regarding the timing of these benefits[227].