[CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS](index=3&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS%20AND%20RISK%20FACTORS) This section alerts investors to forward-looking statements in the annual report concerning business plans, strategies, financing, asset recoverability, affiliate performance, and litigation, noting that future results may vary significantly due to economic, competitive, regulatory, geopolitical, cybersecurity, and pandemic factors, as well as tracking stock risks, requiring careful review of Item 1A 'Risk Factors' - Forward-looking statements encompass business, product, and marketing plans, strategies, financing, asset recoverability, affiliate performance, interest and stock price volatility, and legal and tax litigation[17](index=17&type=chunk) - Actual results may differ materially due to factors such as tracking stock historical financial information not reflecting independent company performance, financing capacity, debt impact, business popularity, acquisition benefits, economic conditions, management overlap, litigation outcomes, international operation risks, tax policies, information system security, pandemic effects, intellectual property reliance, third-party dependence, talent retention, Live Nation investment impact, F1 agreement termination risks, tax law changes, market expansion challenges, regulatory environment, event cancellations, evolving consumer viewing habits, currency fluctuations, tracking stock structure risks, market confusion, stock price volatility, uneven dividend payments, board conflicts of interest, geopolitical events, and Liberty Live spin-off uncertainties[17](index=17&type=chunk)[18](index=18&type=chunk)[21](index=21&type=chunk) [PART I](index=6&type=section&id=PART%20I) [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Liberty Media Corporation primarily engages in the media and entertainment industry through its subsidiaries and equity investments, with core businesses including Formula 1 motor racing and an equity stake in Live Nation, utilizing a tracking stock structure and undergoing several reorganizations and acquisitions - Liberty Media Corporation primarily operates in the media and entertainment industry through its consolidated subsidiaries Formula 1 and QuintEvents, and equity method affiliate Live Nation[23](index=23&type=chunk)[45](index=45&type=chunk) - The company completed the spin-off of Atlanta Braves Holdings on July 18, 2023, and reclassified its common stock into three tracking stocks: Liberty SiriusXM, Liberty Formula One, and Liberty Live, on August 3, 2023[27](index=27&type=chunk)[28](index=28&type=chunk) - On January 2, 2024, the company acquired QuintEvents for approximately **$277 million**[30](index=30&type=chunk) - On September 9, 2024, the company completed the spin-off of Liberty SiriusXM Holdings, making it an independent public company, and reported it as a discontinued operation[31](index=31&type=chunk)[32](index=32&type=chunk)[36](index=36&type=chunk) - On March 29, 2024, the company agreed to acquire approximately **86%** of Dorna Sports, S.L. for approximately **€3 billion**, with the transaction currently under a Phase II investigation by the European Commission[38](index=38&type=chunk) - On November 13, 2024, the company announced plans to spin off Liberty Live Group, at which point QuintEvents will be reattributed to Liberty Live Group, and the company will no longer use a tracking stock structure[39](index=39&type=chunk) [General Development of Business](index=6&type=section&id=General%20Development%20of%20Business) This section outlines Liberty Media Corporation's business evolution, including its media and entertainment investments, the introduction and restructuring of tracking stocks, recent spin-offs of Braves Holdings and Liberty SiriusXM Holdings, the 2024 acquisition of QuintEvents, and planned acquisition of Dorna Sports and Liberty Live Group spin-off, all aimed at optimizing company structure and business portfolio - Liberty Media Corporation primarily engages in the media and entertainment industry through its subsidiaries and equity investments, mainly in North America and the United Kingdom[23](index=23&type=chunk) - The company completed the spin-off of Atlanta Braves Holdings on July 18, 2023, and reclassified its common stock into Liberty SiriusXM, Liberty Formula One, and Liberty Live tracking stocks on August 3, 2023[27](index=27&type=chunk)[28](index=28&type=chunk) - On January 2, 2024, the company acquired QuintEvents for approximately **$277 million**[30](index=30&type=chunk) - On September 9, 2024, the company completed the spin-off of Liberty SiriusXM Holdings, making it an independent public company, and reported it as a discontinued operation[31](index=31&type=chunk)[32](index=32&type=chunk)[36](index=36&type=chunk) - On March 29, 2024, the company agreed to acquire approximately **86%** of Dorna Sports, S.L. for approximately **€3 billion**, with the transaction currently under a Phase II investigation by the European Commission[38](index=38&type=chunk) - On November 13, 2024, the company announced plans to spin off Liberty Live Group, at which point QuintEvents will be reattributed to Liberty Live Group, and the company will no longer use a tracking stock structure[39](index=39&type=chunk) [Description of Business](index=9&type=section&id=Description%20of%20Business) This section details Liberty Media Corporation's main businesses, including Formula 1's operational model, revenue streams (race promotion, media rights, sponsorship), and strategic goals, as well as its equity investment in Live Nation's business segments (concerts, ticketing, sponsorship and advertising) and investment terms, with a brief mention of other minority equity investments - Formula 1 holds exclusive commercial rights to the FIA Formula One World Championship, managing its commercial development, with **24 events** held in 2024[45](index=45&type=chunk) - Formula 1's strategic goals are to expand the global scale and appeal of the World Championship, enhancing financial performance and sporting value by maximizing commercial rights, increasing fan engagement, driving growth in key strategic markets, improving competitive balance, and achieving net-zero emissions by 2030[73](index=73&type=chunk)[79](index=79&type=chunk) - Live Nation is a global leader in live entertainment, with business segments including concerts, ticketing, and sponsorship & advertising[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - As of December 31, 2024, Liberty holds approximately **30%** of Live Nation's outstanding shares and has the right to nominate two directors[81](index=81&type=chunk)[82](index=82&type=chunk) Formula 1 Major Revenue Stream Proportions | Revenue Source | 2024 | 2023 | 2022 | | :------- | :----- | :----- | :----- | | Race Promotion | 29.3% | 29.3% | 28.6% | | Media Rights | 32.8% | 32.2% | 36.4% | | Sponsorship | 18.6% | 18.0% | 16.9% | [Regulatory Matters](index=19&type=section&id=Regulatory%20Matters) This section discusses the European and national competition law regulations faced by Formula 1, noting that while the company adjusted practices after a 2001 European Commission investigation and received a comfort letter, it must continue to comply with competition law and may face future investigations or challenges, such as the US Department of Justice inquiry into Andretti Formula Racing's application to enter the World Championship - Formula 1's operations and business are subject to European and national competition laws, requiring commercial practices and agreements to comply with competitive market operations[85](index=85&type=chunk) - In 2001, the European Commission issued a comfort letter to Formula 1 after an investigation, but comfort letters are not binding, and further enforcement actions may be taken in the future[85](index=85&type=chunk) - In August 2024, the U.S. Department of Justice's Antitrust Division initiated an investigation into Formula 1's conduct regarding Andretti Formula Racing's application to enter the World Championship[128](index=128&type=chunk) [Competition](index=19&type=section&id=Competition) This section analyzes the intense competition faced by Formula 1 and Live Nation, with Formula 1 competing for media rights and advertising revenue against other top global sports events and for audiences against local racing and other entertainment, while Live Nation faces challenges in live music and ticketing from other venues, promoters, ticketing service providers, and emerging technologies - Formula 1 competes for media rights and advertising revenue with top global and regional sports events like the Olympics, FIFA World Cup, UEFA Champions League, and Premier League, as well as for audiences with local motor racing events and other forms of entertainment[86](index=86&type=chunk) - Live Nation faces intense competition in the live music industry, including attracting touring artists, ticketing services, and competition from other promoters and venue operators[87](index=87&type=chunk)[172](index=172&type=chunk) - Live Nation's ticketing business faces intense competition from other major national, regional, and local ticketing service providers, as well as challenges from self-ticketing systems and the ticket resale market[173](index=173&type=chunk) [Human Capital Resources](index=21&type=section&id=Human%20Capital%20Resources) This section describes Liberty Media Corporation's employee situation and human capital management strategies, with approximately 1,184 employees as of December 31, 2024, and a commitment to fostering a diverse, inclusive, and supportive work environment through talent development, diversity, equity, and inclusion initiatives, and competitive compensation and benefits to attract and retain talent - As of December 31, 2024, the company had **84 corporate employees** and approximately **1,100 full-time and part-time subsidiary employees**[89](index=89&type=chunk) - The company invests in employees' personal and professional development by offering tuition reimbursement, career coaching, professional workshops, and memberships[91](index=91&type=chunk) - The company is committed to diversity, equity, and inclusion, supporting same-sex partner benefits, paid parental leave, fertility benefits, flexible work arrangements, continuous training, and mentorship for women leaders[92](index=92&type=chunk) - Formula 1 promotes diversity in motor racing through engineering scholarship programs and the F1 Academy series (an all-female driver category)[93](index=93&type=chunk) - The company and its subsidiaries offer competitive compensation and benefits programs, including salaries, bonuses, equity awards, 401(k) plans, health insurance, paid time off, and employee assistance programs[94](index=94&type=chunk) [Available Information](index=22&type=section&id=Available%20Information) This section states that Liberty Media Corporation's SEC filings (e.g., 10-K, 10-Q, 8-K) and corporate governance documents (e.g., corporate governance guidelines, code of conduct, committee charters) are freely available on the company's website, and shareholders can also obtain copies by written request - All company SEC filings (10-K, 10-Q, 8-K, and amendments) are available free of charge on the company's website, www.libertymedia.com[95](index=95&type=chunk) - Corporate governance guidelines, business conduct and ethics code, compensation committee charter, nominating and corporate governance committee charter, and audit committee charter are all accessible on the company's website[96](index=96&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks associated with investing in Liberty Media Corporation's common stock, covering overall company operations, specific business risks for Formula One Group and Liberty Live Group, and unique risks arising from the company's tracking stock capital structure, including financial needs, market popularity, economic conditions, regulatory compliance, cybersecurity threats, geopolitical events, intellectual property protection, increased competition, and uncertainties regarding company spin-off plans - Historical financial information of tracking stocks may not reflect their performance as independent companies[99](index=99&type=chunk) - The company may face future capital needs and may not be able to obtain additional financing on acceptable terms[100](index=100&type=chunk) - Most of the company's consolidated debt is above the operating subsidiary level, and it may not generate sufficient cash in the future to service its debt and other financial obligations[101](index=101&type=chunk) - The success of businesses like Formula 1 and Live Nation depends on their appeal to the public, which is difficult to predict[102](index=102&type=chunk) - Economic weakness and uncertainty may reduce consumer demand for the company's products, services, and events[104](index=104&type=chunk) - Overlapping directors and management with QVC Group, Liberty Broadband, and TripCo may lead to conflicts of interest[106](index=106&type=chunk) - The spin-off of Liberty SiriusXM Holdings could result in significant tax liabilities for the company[109](index=109&type=chunk) - Degradation, failure, or misuse of the company's information systems could lead to service interruptions or the improper loss, use, and disclosure of personal and other confidential information, increasing costs, liabilities, or revenue losses[114](index=114&type=chunk)[115](index=115&type=chunk) - Formula 1 and Live Nation may be significantly impacted by public health events such as pandemics[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [Risks Relating to our Company, as a Whole](index=22&type=section&id=Risks%20Relating%20to%20our%20Company%2C%20as%20a%20Whole) This section lists risks affecting Liberty Media Corporation as a whole, including that tracking stock financial information may not reflect independent company performance, future financing needs and debt repayment capacity, business reliance on public popularity, acquisition integration risks, economic conditions' impact on consumer demand, potential conflicts of interest from management overlap, litigation outcomes, international operation risks, potential tax liabilities from the Liberty SiriusXM Holdings spin-off, and the potential significant impact of cybersecurity threats and pandemics on business operations and financial condition - Financial information of tracking stocks may not reflect their performance as independent companies[99](index=99&type=chunk) - The company may face future capital needs and may not be able to obtain additional financing on acceptable terms[100](index=100&type=chunk) - Most of the company's consolidated debt is above the operating subsidiary level, and it may not generate sufficient cash in the future to service its debt and other financial obligations[101](index=101&type=chunk) - Business success depends on public popularity, which is difficult to predict[102](index=102&type=chunk) - Economic weakness and uncertainty may reduce consumer demand for the company's products, services, and events[104](index=104&type=chunk) - Overlapping directors and management with QVC Group, Liberty Broadband, and TripCo may lead to conflicts of interest[106](index=106&type=chunk) - The spin-off of Liberty SiriusXM Holdings could result in significant tax liabilities for the company[109](index=109&type=chunk) - Degradation, failure, or misuse of the company's information systems could lead to service interruptions or the improper loss, use, and disclosure of personal and other confidential information, increasing costs, liabilities, or revenue losses[114](index=114&type=chunk)[115](index=115&type=chunk) - Formula 1 and Live Nation may be significantly impacted by public health events such as pandemics[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [Risks Relating to the Formula One Group](index=28&type=section&id=Risks%20Relating%20to%20the%20Formula%20One%20Group) This section details specific risks faced by the Formula One Group, including declining F1 popularity, termination of the 100-year agreement, team withdrawals, adverse actions by the FIA, competition law enforcement, difficulties in renewing commercial contracts, counterparty credit risk, tax challenges, barriers to new market expansion, changes in advertising and media rights regulations, event cancellations or postponements, accidents and terrorist attacks, emergence of competitors, changes in consumer viewing habits, confidential information breaches, intellectual property infringement, data privacy regulations, and debt covenant restrictions and exchange rate fluctuations - A decline in Formula 1's popularity could significantly and adversely impact the commercial exploitation of its rights[119](index=119&type=chunk)[120](index=120&type=chunk) - Termination of the 100-year agreement could lead to the cessation of Formula 1's operations[121](index=121&type=chunk)[122](index=122&type=chunk) - Teams may terminate their commitment to participate in the World Championship or default and withdraw under certain circumstances[123](index=123&type=chunk)[124](index=124&type=chunk) - The FIA may take actions not in Formula 1's best interest[125](index=125&type=chunk) - Formula 1 may face enforcement actions under competition law, such as the U.S. Department of Justice's investigation into Andretti Formula Racing's application to enter the World Championship[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - Formula 1 may be unable to renew, replace, or renegotiate race promotion, media rights, or sponsorship contracts on favorable terms[131](index=131&type=chunk) - Accidents or terrorist attacks during events could result in uninsured losses, disrupt events, and damage Formula 1's reputation[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - Changes in consumer viewing habits and the emergence of new content distribution platforms could adversely affect Formula 1's business[150](index=150&type=chunk) - Formula 1's reliance on trademarks, copyrights, and intellectual property, as well as unauthorized digital piracy and illegal live streaming, could lead to revenue losses[153](index=153&type=chunk) - Formula 1's debt terms may restrict its financial and operational flexibility[159](index=159&type=chunk)[162](index=162&type=chunk) - Fluctuations in exchange rates between the U.S. dollar and the functional currencies of Formula 1's businesses and counterparties could adversely affect its profitability[163](index=163&type=chunk) [Risks Relating to the Liberty Live Group](index=45&type=section&id=Risks%20Relating%20to%20the%20Liberty%20Live%20Group) This section outlines specific risks faced by the Liberty Live Group, primarily concerning its equity investment in Live Nation, including the company's lack of control over Live Nation's operations, the significant impact of Live Nation's performance on Liberty's net earnings, Live Nation's business sensitivity to public tastes and artist appeal, reliance on key relationships (promoters, artists, customers), intense competition in the live music and ticketing industries, risks to system and infrastructure integrity, data loss or cybersecurity breaches, and intellectual property protection and infringement claims - The company has no right to manage its equity affiliate Live Nation and cannot compel it to operate in a manner favorable to the company[165](index=165&type=chunk) - The company's equity investment in Live Nation may significantly impact Liberty's and Liberty Live Group's net earnings[166](index=166&type=chunk) - Live Nation's business is highly dependent on public tastes and its ability to attract popular artists, and it may not be able to predict or respond to changes in consumer preferences[167](index=167&type=chunk) - Live Nation's business relies on relationships with key promoters, executives, agents, managers, artists, and customers, and any adverse changes could negatively affect its business[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) - Live Nation faces intense competition in the live music and ticketing industries and may not be able to maintain or increase current revenues[172](index=172&type=chunk)[173](index=173&type=chunk)[175](index=175&type=chunk) - The success of Live Nation's ticketing business and other operations partly depends on the integrity of its systems and infrastructure, as well as the integrity of affiliated and third-party computer systems, networks, and other communication systems[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) - Data loss or other cybersecurity vulnerabilities at Live Nation could cause significant damage to its business and operating results, and the processing, storage, use, and disclosure of personal or sensitive information may incur liabilities and additional costs due to government regulations, litigation, and conflicting legal requirements[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) - Live Nation may fail to adequately protect its intellectual property or be accused of infringing third-party intellectual property[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk) [Risks Relating to the Ownership of Our Common Stock Due to Our Tracking Stock Capitalization](index=53&type=section&id=Risks%20Relating%20to%20the%20Ownership%20of%20Our%20Common%20Stock%20Due%20to%20Our%20Tracking%20Stock%20Capitalization) This section details the unique risks to common stock holders arising from Liberty Media Corporation's tracking stock capital structure, including holders being common stockholders of the entire company and bearing overall company risks, potential market confusion due to misunderstanding tracking stocks, the board's ability to split, spin off, or reattribute assets without all shareholder votes, making it difficult to assess future prospects based on past performance, the possibility of using one group's assets to pay another's liabilities, market prices not accurately reflecting underlying business performance, high market price volatility, unequal or no dividend payments, potential conflicts of interest, and the capital structure potentially inhibiting or preventing acquisition offers for specific businesses - Holders of Liberty Formula One common stock and Liberty Live common stock are common stockholders of the entire company and thus bear the risks of an investment in the company as a whole[192](index=192&type=chunk) - The market may be confused by tracking stocks, mistakenly believing they directly own shares of a specific company or have equity/voting rights[193](index=193&type=chunk) - The company may split, spin off, or reattribute assets, liabilities, and businesses of a tracking stock group in a manner that is adverse to some stockholders, and in some cases, not all stockholders may have the right to vote[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - The board's ability to reattribute businesses, assets, and expenses may make it difficult for investors to evaluate the future prospects of a tracking stock group based on past performance[198](index=198&type=chunk) - The company may be required to use assets of one group to pay liabilities of another group[199](index=199&type=chunk) - The market prices of Liberty Formula One common stock and Liberty Live common stock may not reflect the performance of the businesses and assets they track[200](index=200&type=chunk)[202](index=202&type=chunk) - The market prices of Liberty Formula One common stock and Liberty Live common stock may be highly volatile and affected by factors that do not affect traditional common stock[203](index=203&type=chunk) - The company may not pay dividends equally or at all on Liberty Formula One common stock or Liberty Live common stock[204](index=204&type=chunk) - The tracking stock capital structure may create conflicts of interest, and the board may make decisions that are adverse to only some holders of common stock[205](index=205&type=chunk)[206](index=206&type=chunk) - Equity ownership by the company's directors or officers may create or appear to create conflicts of interest[207](index=207&type=chunk) - The company's capital structure and the fact that Formula One Group and Liberty Live Group are not independent companies may inhibit or prevent acquisition offers for these businesses and may make it difficult for a third party to acquire the company[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) [Risks Relating to the proposed Liberty Live Split-Off](index=63&type=section&id=Risks%20Relating%20to%20the%20proposed%20Liberty%20Live%20Split-Off) This section discusses risks associated with the proposed Liberty Live Group spin-off, planned for the second half of 2025, noting that the transaction may not be completed on the expected timeline or at all, nor may it achieve the anticipated benefits, and the company expects to incur non-recurring costs and expenses that may not be offset by expected benefits - The company has announced plans to spin off Liberty Live Group in the second half of 2025, but the proposed transaction may not be completed on the expected timeline or at all, nor may it achieve the anticipated benefits[226](index=226&type=chunk) - The company expects to incur non-recurring costs and expenses related to the proposed Liberty Live spin-off, and there is no assurance that these costs will be offset by expected benefits[227](index=227&type=chunk) [Item 1B. Unresolved Staff Comments](index=63&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section states that the company has no unresolved staff comments - The company has no unresolved staff comments[228](index=228&type=chunk) [Item 1C. Cybersecurity](index=64&type=section&id=Item%201C.%20Cybersecurity) This section details Liberty Media Corporation's cybersecurity risk management and governance strategies, outlining how the company identifies, assesses, and manages cybersecurity threats through a multidisciplinary team and implements various technical, physical, and organizational measures, including risk assessments, incident detection and response, vulnerability management, disaster recovery plans, data encryption, cybersecurity controls, and employee training, with no material cybersecurity risks identified as of the report date - The company has implemented processes designed to prevent, assess, identify, and manage material risks related to cybersecurity threats[229](index=229&type=chunk) - Cybersecurity risks are assessed as part of the enterprise risk assessment and risk management program, designed and evaluated based on the NIST Cybersecurity Framework[231](index=231&type=chunk) - The company identifies and assesses cybersecurity risks through various methods, including monitoring the threat landscape, using vulnerability scanning software, analyzing threat reports, conducting threat and vulnerability assessments, utilizing internal and external audits, and performing penetration testing[232](index=232&type=chunk) - The company implements and maintains various technical, physical, and organizational measures, processes, and policies to manage and mitigate cybersecurity threat risks, including risk assessments, incident detection and response, vulnerability management, disaster recovery and business continuity plans, data encryption, cybersecurity controls, access controls, physical security, asset management, system monitoring, vendor risk management programs, and employee cybersecurity awareness training[233](index=233&type=chunk) - As of the report date, the company has not identified any cybersecurity risks that have materially affected or are reasonably likely to materially affect its business strategy, operating results, or financial condition[236](index=236&type=chunk) - The Board of Directors is responsible for risk oversight and has authorized the Audit Committee to assume primary risk oversight responsibilities, including privacy and cybersecurity risks[239](index=239&type=chunk) - The company has established a cross-functional Information Security Steering Committee (ISSC) responsible for managing technology and operational risks, including information security, fraud, vendor, data protection and privacy, business continuity and resilience, and cybersecurity risks[241](index=241&type=chunk) [Item 2. Properties](index=67&type=section&id=Item%202.%20Properties) This section describes Liberty Media Corporation's and its subsidiaries' principal properties, including the corporate headquarters in Englewood, Colorado, Formula 1's leased offices and TV production facilities in London and Kent, and land and buildings owned in Las Vegas for the Grand Prix, with management deeming existing facilities sufficient for future business operations - The company owns its corporate headquarters located in Englewood, Colorado[245](index=245&type=chunk) - Formula 1 does not own significant properties but leases offices and television production and technical operations facilities in London and Kent[245](index=245&type=chunk) - The company owns a parcel of land and buildings adjacent to the Las Vegas Strip for the Las Vegas Grand Prix[245](index=245&type=chunk) [Item 3. Legal Proceedings](index=67&type=section&id=Item%203.%20Legal%20Proceedings) This section directs readers to Note 16 of the consolidated financial statements for detailed information regarding the company's legal proceedings - Information regarding the company's legal proceedings can be found in Note 16 to the consolidated financial statements[247](index=247&type=chunk) [Item 4. Mine Safety Disclosures](index=67&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company's business - Mine safety disclosures are not applicable[248](index=248&type=chunk) [PART II](index=68&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=68&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) This section provides market information for Liberty Media Corporation's tracking stocks, including trading symbols and markets for Series A, B, C Liberty Formula One and Liberty Live common stock, discloses quarterly high and low sales prices for Series B stocks, lists the number of shareholders as of January 31, 2025, states no current intention to pay cash dividends, and notes that while stock repurchase programs were approved in 2019 and 2022 with approximately $1.1 billion available for future repurchases as of December 31, 2024, no common stock repurchases occurred in 2024 and 2023 - Liberty Media Corporation's Series A, B, C Liberty Formula One common stock trades as FWONA/B/K, and Series A, B, C Liberty Live common stock trades as LLYVA/B/K, respectively[251](index=251&type=chunk) - As of January 31, 2025, the number of record holders for Liberty Formula One common stock was: Series A **621**, Series B **40**, Series C **747**; for Liberty Live common stock: Series A **568**, Series B **37**, Series C **754**[255](index=255&type=chunk) - The company currently does not intend to pay cash dividends[256](index=256&type=chunk) - The company's Board of Directors has authorized the repurchase of **$2 billion** of common stock, with approximately **$1.1 billion** available for future stock repurchases as of December 31, 2024[258](index=258&type=chunk)[259](index=259&type=chunk) - No repurchases of Series A or Series C Liberty Formula One common stock, or Series A or Series C Liberty Live common stock, were made in 2024 and 2023[259](index=259&type=chunk)[563](index=563&type=chunk) Quarterly High and Low Sales Prices for Series B Liberty Formula One Common Stock | Quarter | High Price (USD) | Low Price (USD) | | :--------- | :------ | :------ | | **2023** | | | | Q1 | $68.02 | $54.31 | | Q2 | $68.00 | $63.00 | | Q3 | $66.00 | $55.00 | | Q4 | $56.02 | $56.02 | | **2024** | | | | Q1 | $65.00 | $60.00 | | Q2 | $66.50 | $58.51 | | Q3 | $72.13 | $63.96 | | Q4 | $85.00 | $69.00 | Quarterly High and Low Sales Prices for Series B Liberty Live Common Stock | Quarter | High Price (USD) | Low Price (USD) | | :--------------------------------- | :------ | :------ | | **2023** | | | | Q3 (First quoted since Aug 4, 2023) | $34.35 | $28.38 | | Q4 | $33.50 | $31.18 | | **2024** | | | | Q1 | $39.00 | $36.00 | | Q2 | $40.00 | $33.50 | | Q3 | $50.00 | $33.30 | | Q4 | $75.25 | $50.00 | [Item 6. [Reserved]](index=69&type=section&id=Item%206.%20%5BReserved%5D) This section is reserved [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=70&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides a detailed discussion and analysis of Liberty Media Corporation's financial condition and results of operations as of December 31, 2024, highlighting the company's management of media and entertainment assets through a tracking stock structure, multiple reorganizations and acquisitions, and noting increased consolidated revenue and operating income in 2024, primarily driven by Formula 1's strong performance and QuintEvents' contribution, along with detailed insights into business strategies, other income and expenses, liquidity and capital resources, key accounting estimates, and segment operating results - 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 its primary equity investment[263](index=263&type=chunk)[264](index=264&type=chunk) - The company completed the spin-off of Atlanta Braves Holdings in 2023 and restructured its tracking stocks on August 3, 2023, creating the Liberty SiriusXM Group, Formula One Group, and Liberty Live Group[267](index=267&type=chunk)[268](index=268&type=chunk) - On January 2, 2024, the company acquired QuintEvents for a total consideration of approximately **$277 million**[271](index=271&type=chunk) - On September 9, 2024, the company completed the spin-off of Liberty SiriusXM Holdings and reported it as a discontinued operation[272](index=272&type=chunk)[273](index=273&type=chunk) - As of December 31, 2024, the Formula One Group primarily includes Liberty's interests in Formula 1 and QuintEvents, cash, and **2.25%** convertible senior notes; the Liberty Live Group primarily includes Liberty's interests in Live Nation, cash, other minority equity investments, **2.375%** exchangeable senior debentures, and an undrawn margin loan[275](index=275&type=chunk)[276](index=276&type=chunk) - The company plans to spin off Liberty Live Group in the second half of 2025, reattributing QuintEvents to Liberty Live Group before then, and will no longer use a tracking stock structure[280](index=280&type=chunk) Consolidated Operating Results Overview (2024 vs 2023) | Metric | 2024 (million USD) | 2023 (million USD) | Change (million USD) | | :--------------- | :---------------- | :---------------- | :-------------- | | Total Revenue | 3,653 | 3,572 | +81 | | Operating Income | 276 | 255 | +21 | | Adjusted OIBDA | 767 | 691 | +76 | [Overview](index=70&type=section&id=Overview) This section outlines Liberty Media Corporation's business structure, emphasizing its media and entertainment investments, particularly Formula 1 and Live Nation, detailing the evolution of its tracking stocks, including the spin-offs of Atlanta Braves Holdings and Liberty SiriusXM Holdings, and the 2023 stock reclassification, while also mentioning the 2024 acquisition of QuintEvents, the planned Dorna Sports acquisition, and the proposed Liberty Live Group spin-off, all aimed at optimizing the company's asset portfolio and capital structure - 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 its primary equity investment[263](index=263&type=chunk)[264](index=264&type=chunk) - The company completed the spin-off of Atlanta Braves Holdings in 2023 and restructured its tracking stocks on August 3, 2023, creating the Liberty SiriusXM Group, Formula One Group, and Liberty Live Group[267](index=267&type=chunk)[268](index=268&type=chunk) - On January 2, 2024, the company acquired QuintEvents for a total consideration of approximately **$277 million**[271](index=271&type=chunk) - On September 9, 2024, the company completed the spin-off of Liberty SiriusXM Holdings and reported it as a discontinued operation[272](index=272&type=chunk)[273](index=273&type=chunk) - As of December 31, 2024, the Formula One Group primarily includes Liberty's interests in Formula 1 and QuintEvents, cash, and **2.25%** convertible senior notes; the Liberty Live Group primarily includes Liberty's interests in Live Nation, cash, other minority equity investments, **2.375%** exchangeable senior debentures, and an undrawn margin loan[275](index=275&type=chunk)[276](index=276&type=chunk) - The company plans to spin off Liberty Live Group in the second half of 2025, reattributing QuintEvents to Liberty Live Group before then, and will no longer use a tracking stock structure[280](index=280&type=chunk) [Strategies and Challenges of Business Units](index=75&type=section&id=Strategies%20and%20Challenges%20of%20Business%20Units) This section outlines Formula 1's strategic objectives, aiming to further expand the global scale and appeal of the World Championship to enhance its sporting value and financial performance by maximizing commercial rights, increasing fan engagement, driving growth in key strategic markets, improving competitive balance, and achieving net-zero emissions by 2030 - Formula 1's strategic objective is to further expand the global scale and appeal of the World Championship to enhance its overall value as a sport and its financial performance[285](index=285&type=chunk) - Key strategies include: maximizing commercial rights value (through race renewals, media rights, F1 TV products, sponsorship revenue, and premium hospitality services), enhancing fan engagement, driving growth in key strategic markets, improving competitive balance and team financial stability, and enhancing environmental and social impact by achieving net-zero emissions by 2030 and introducing **100%** advanced sustainable fuels[285](index=285&type=chunk) [Results of Operations—Consolidated](index=75&type=section&id=Results%20of%20Operations%E2%80%94Consolidated) This section provides Liberty Media Corporation's consolidated operating results as of December 31, 2024, showing an **$81 million** increase in total revenue, primarily from Formula 1 and QuintEvents, a **$21 million** increase in consolidated operating income due to Formula 1's improved performance and the Atlanta Braves Holdings spin-off, and a **$76 million** increase in Adjusted OIBDA, also driven by Formula 1, while noting a **$73 million** goodwill impairment loss for QuintEvents and **$32 million** in acquisition costs - Revenue growth was primarily driven by increased Formula 1 revenue and QuintEvents revenue, partially offset by reduced revenue due to the Atlanta Braves Holdings spin-off and increased intergroup eliminations[288](index=288&type=chunk) - Operating income growth was primarily driven by improved Formula 1 operating performance and the Atlanta Braves Holdings spin-off, partially offset by QuintEvents' operating loss, mainly due to goodwill impairment[289](index=289&type=chunk) - In 2024, the company recorded **$34 million** in stock-based compensation expense, up from **$29 million** in 2023[290](index=290&type=chunk) - QuintEvents recognized a **$73 million** goodwill impairment loss in 2024, and the company also recorded **$32 million** in acquisition costs, primarily related to the Dorna acquisition[292](index=292&type=chunk) Consolidated Operating Results (2024 vs 2023) | Metric | 2024 (million USD) | 2023 (million USD) | Change (million USD) | | :--------------- | :---------------- | :---------------- | :-------------- | | Total Revenue | 3,653 | 3,572 | +81 | | Operating Income | 276 | 255 | +21 | | Adjusted OIBDA | 767 | 691 | +76 | [Other Income and Expense](index=78&type=section&id=Other%20Income%20and%20Expense) This section analyzes Liberty Media Corporation's other income and expense components as of December 31, 2024, showing an **$11 million** decrease in consolidated interest expense primarily due to the Braves Group spin-off, an increase in equity in earnings of affiliates to **$228 million** driven by Live Nation, a net realized and unrealized loss on financial instruments of **$383 million** mainly from fair value changes in debt and foreign exchange forward contracts, the settlement of intergroup equity unrealized gains/losses in 2023, and an increase in other net income driven by higher interest and dividend income, reduced debt extinguishment losses, and lower tax-related expenses with QVC Group - Consolidated interest expense decreased by **$11 million**, primarily due to reduced Braves Group interest expense following the Atlanta Braves Holdings spin-off, though Liberty Live Group's interest expense increased due to higher average debt[296](index=296&type=chunk) - Equity in earnings of affiliates increased, primarily due to Live Nation's contribution, with its interest reattributed to Liberty Live Group on August 3, 2023[297](index=297&type=chunk) - Net realized and unrealized losses on financial instruments were **$383 million**, primarily due to fair value changes in debt measured at fair value (such as exchangeable debentures) and foreign exchange forward contracts[298](index=298&type=chunk) - Net unrealized gains and losses on intergroup equity were settled and terminated as of December 31, 2023[299](index=299&type=chunk) - Other net income increased, primarily driven by higher interest and dividend income, reduced losses on debt extinguishment, and lower tax-related expenses with QVC Group, partially offset by increased foreign exchange losses[300](index=300&type=chunk) - The company's income tax expense for 2024 was **$39 million**, with an effective tax rate of **163%**, primarily impacted by non-deductible losses and executive compensation[301](index=301&type=chunk) Other Income and Expense (2024 vs 2023) | Metric | 2024 (million USD) | 2023 (million USD) | | :--------------------------------- | :---------------- | :---------------- | | Interest Expense | (237) | (248) | | Equity in Earnings of Affiliates | 228 | 157 | | Net Realized and Unrealized Gains (Losses) on Financial Instruments | (383) | (167) | | Net Unrealized Gains (Losses) on Intergroup Equity | — | (68) | | Other, Net | 92 | 46 | [Liquidity and Capital Resources](index=81&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses Liberty Media Corporation's liquidity and capital resources, reporting **$2.956 billion** in cash and cash equivalents as of December 31, 2024, primarily invested in U.S. Treasury securities and other highly-rated financial instruments, with liquidity sources including cash balances, subsidiary operating cash flows, asset sales, public investment portfolio monetization, debt financing, and equity issuances, noting **$205 million** used for acquisitions and **$77 million** for debt repayment in 2024, and **$939 million** net proceeds from Series C Liberty Formula One common stock issuance, with future cash expected for capital expenditures, new business investments (including the Dorna acquisition), and debt repayment, and existing liquidity deemed sufficient for future needs - As of December 31, 2024, the company had **$2.956 billion** in cash and cash equivalents, primarily invested in U.S. Treasury securities and other highly-rated financial instruments[302](index=302&type=chunk)[305](index=305&type=chunk) - Sources of liquidity include available cash balances, cash flows from subsidiary operations, net proceeds from asset sales, monetization of public investment portfolios, debt borrowings, and equity issuances[303](index=303&type=chunk) - Formula 1's cash is available to Liberty, but subject to restrictive payment (RP) tests under its first lien term loan and revolving credit facility[305](index=305&type=chunk) - As of December 31, 2024, Liberty had **$400 million** available under its margin loan secured by Live Nation stock[305](index=305&type=chunk) - In 2024, Liberty primarily used **$205 million** for acquisitions (net of cash acquired) and **$77 million** for debt repayment[308](index=308&type=chunk) - In 2024, the company received net proceeds of approximately **$939 million** from the issuance of approximately **12.2 million** shares of Series C Liberty Formula One common stock[308](index=308&type=chunk) - The company anticipates future cash uses primarily for capital expenditures, new business investments (including the Dorna acquisition), and debt repayment, to be funded through existing cash, the margin loan, and new debt instruments or operating subsidiary dividends[310](index=310&type=chunk)[311](index=311&type=chunk) Cash Flows from Continuing Operations (2024 vs 2023) | Cash Flow Type | 2024 (million USD) | 2023 (million USD) | | :------------------- | :---------------- | :---------------- | | Net Cash from Operating Activities | 553 | 634 | | Net Cash from Investing Activities | (187) | (544) | | Net Cash from Financing Activities | 894 | (285) | [Off-Balance Sheet Arrangements and Material Cash Requirements](index=83&type=section&id=Off-Balance%20Sheet%20Arrangements%20and%20Material%20Cash%20Requirements) This section discloses Liberty Media Corporation's off-balance sheet arrangements and material cash requirements as of December 31, 2024, with primary cash needs including long-term debt principal and interest payments, operating lease obligations, and short-term leases, totaling **$5.836 billion**, with the majority (**$3.677 billion**) due after five years - Long-term debt amounts are presented at face value at maturity and may differ from amounts reported on the consolidated balance sheets[314](index=314&type=chunk) - Interest payments are based on outstanding debt and interest rates as of December 31, 2024, assuming existing debt is repaid as scheduled[314](index=314&type=chunk) - The company does not recognize lease liabilities for short-term leases, but some short-term leases may span multiple years[314](index=314&type=chunk) Material Cash Requirements (as of December 31, 2024) | Item | Total (million USD) | Within 1 Year (million USD) | 2-3 Years (million USD) | 4-5 Years (million USD) | After 5 Years (million USD) | | :----------------- | :-------------- | :--------------- | :--------------- | :--------------- | :--------------- | | Long-Term Debt | 4,058 | 32 | 580 | 580 | 2,866 | | Interest Payments | 1,555 | 170 | 314 | 274 | 797 | | Operating Lease Obligations | 51 | 15 | 12 | 10 | 14 | | Short-Term Leases | 98 | 52 | 32 | 14 | — | | Other Obligations | 74 | 71 | 3 | — | — | | **Total Consolidated** | **5,836** | **340** | **941** | **878** | **3,677** | [Critical Accounting Estimates](index=83&type=section&id=Critical%20Accounting%20Estimates) This section outlines Liberty Media Corporation's critical accounting estimates used in preparing financial statements, primarily non-financial instrument valuation and income tax accounting, with non-financial instrument valuation involving fair value allocation of net tangible and identifiable intangible assets acquired in business combinations, annual recoverability assessments of goodwill and other non-amortizing intangible assets, and recoverability assessments of other long-lived assets upon triggering events, while income tax accounting requires estimating current and deferred tax liabilities and assets, necessitating judgment on future tax impacts, noting a **$73 million** goodwill impairment loss for QuintEvents in 2024 - The company's critical accounting estimates include non-financial instrument valuation (primarily involving fair value allocation of acquired assets in business combinations, recoverability assessments of goodwill and other non-amortizing intangible assets, and recoverability assessments of other long-lived assets) and income tax accounting[315](index=315&type=chunk)[316](index=316&type=chunk)[321](index=321&type=chunk) - Non-financial instrument valuation requires a high degree of judgment, including estimates of future cash flows, discount rates, and other assumptions[316](index=316&type=chunk) - As of December 31, 2024, Formula 1 had **$3.956 billion** in goodwill, and the company and other categories had **$178 million** in goodwill[317](index=317&type=chunk) - The company performs recoverability assessments of goodwill and other non-amortizing intangible assets annually in the fourth quarter[318](index=318&type=chunk) - In the fourth quarter of 2024, the company performed a quantitative analysis for QuintEvents, recognizing a **$73 million** goodwill impairment loss due to its estimated fair value being below its carrying value[320](index=320&type=chunk) - Income tax accounting requires estimating current and deferred tax liabilities and assets, necessitating judgment on future tax impacts[321](index=321&type=chunk) [Results of Operations—Businesses](index=85&type=section&id=Results%20of%20Operations%E2%80%94Businesses) This section details the operating results of the Formula One Group, showing Formula 1's total revenue reaching **$3.411 billion** in 2024, an increase of **$189 million** year-over-year, primarily driven by growth in race promotion, media rights, and sponsorship revenue, with media rights revenue rising due to contractual growth and increased F1 TV subscriptions, race promotion revenue growing from more events and higher contractual fees, and sponsorship revenue benefiting from new sponsors and existing contract growth, while Formula 1's operating income increased by **$100 million** to **$492 million**, driven by revenue growth but partially offset by increased operating costs and selling, general, and administrative expenses - Formula 1 is a global motor racing business holding exclusive commercial rights to the World Championship, with primary revenues from race promotion, media rights, and sponsorship arrangements[322](index=322&type=chunk) - The 2024 World Championship included **24 events**, compared to **22 events** in 2023[323](index=323&type=chunk) - Primary Formula 1 revenue increased by **$197 million**, primarily due to increases in media rights revenue (contractual growth and F1 TV subscription growth), race promotion revenue (increased number of events and higher contractual fees), and sponsorship revenue (new sponsors and growth in existing contracts)[325](index=325&type=chunk) - Other Formula 1 revenue decreased by **$8 million**, primarily due to lower Las Vegas Grand Prix hospitality revenue, partially offset by increased number of events, Paddock Club growth, F1 Experiences licensing fees, F2 new car sales, and freight revenue[327](index=327&type=chunk) - Formula 1 cost of revenue increased by **$76 million**, with team payments increasing by **$51 million** and other cost of revenue increasing by **$25 million**[330](index=330&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk) - Selling, general, and administrative expenses increased by **$47 million**, primarily due to higher personnel, information technology, marketing, legal, and other professional fees, as well as property costs for the full year of Las Vegas Grand Prix Plaza operations[333](index=333&type=chunk) - Depreciation and amortization decreased by **$34 million**, primarily due to reduced amortization expense for certain intangible assets acquired in Liberty's acquisition of Formula 1[334](index=334&type=chunk) Formula 1 Operating Results (2024 vs 2023) | Metric | 2024 (million USD) | 2023 (million USD) | | :----------------------- | :---------------- | :---------------- | | Primary Formula 1 Revenue | 2,757 | 2,560 | | Other Formula 1 Revenue | 654 | 662 | | **Total Formula 1 Revenue** | **3,411** | **3,222** | | Operating Expenses | (2,332) | (2,256) | | Selling, General & Administrative Expenses | (288) | (241) | | Adjusted OIBDA | 791 | 725 | | Stock-Based Compensation Expense | (3) | (3) | | Depreciation and Amortization | (296) | (330) | | **Operating Income** | **492** | **392** | | Number of Events | 24 | 22 | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=89&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discloses Liberty Media Corporation's market risks in the normal course of business, primarily interest rate risk and equity price risk, managed by maintaining an appropriate mix of fixed and floating rate debt and utilizing equity collar options and other financial instruments for publicly traded securities, noting **$180 million** in floating rate debt and **$2.728 billion** in fixed rate debt as of December 31, 2024, and that the equity investment in Live Nation also faces market risk, with its fair value not reflected on the balance sheet - The company faces interest rate risk and equity price risk, managing interest rate risk by maintaining an appropriate mix of fixed and floating rate debt[337](index=337&type=chunk) - The company manages market risk related to publicly traded securities through equity collar options and other financial instruments[338](index=338&type=chunk) - The company's equity investment in Live Nation (accounted for using the equity method) is not reflected at fair value on the balance sheet, and its market price fluctuations may indirectly impact the company's financial statements[339](index=339&type=chunk) Debt Composition (as of December 31, 2024) | Group | Floating Rate Debt Principal (million USD) | Weighted Average Interest Rate | Fixed Rate Debt Principal (million USD) | Weighted Average Interest Rate | | :--------------- | :-------------------------- | :----------- | :-------------------------- | :----------- | | Formula One Group | 180 | 6.2% | 2,728 | 4.4% | | Liberty Live Group | NA | NA | 1,150 | 2.4% | [Item 8. Financial Statements and Supplementary Data.](index=89&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section states that Liberty Media Corporation's consolidated financial statements begin on page II-24 of this report, and financial statement schedules required by Regulation S-X are presented in Item 15 - Liberty Media Corporation's consolidated financial statements are presented starting on page II-24[340](index=340&type=chunk) - Financial statement schedules required by Regulation S-X are presented in Item 15[340](index=340&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](index=89&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) This section states that there are no changes in or disagreements with accountants regarding accounting and financial disclosure - There are no changes in or disagreements with accountants regarding accounting and financial disclosure[341](index=341&type=chunk) [Item 9A. Controls and Procedures.](index=89&type=section&id=Item%209A.%20Controls%20and%20Procedures.) This section discloses Liberty Media Corporation's disclosure controls and procedures and the effectiveness of internal control as of December 31, 2024, with management assessing both as effective, noting that the company is reviewing internal controls following the 2024 acquisition of QuintEvents, but otherwise, no significant changes to internal controls occurred during the reporting period - As of December 31, 2024, the company's management assessed its disclosure controls and procedures as effective[342](index=342&type=chunk)[343](index=343&type=chunk) - The company's management assessed its internal control over financial reporting as effective as of December 31, 2024[350](index=350&type=chunk) - The company is reviewing its internal controls following the acquisition of QuintEvents in 2024, but otherwise, no significant changes to internal controls occurred during the reporting period[345](index=345&type=chunk) [Item 9B. Other Information.](index=90&type=section&id=Item%209B.%20Other%20Information.) This section discloses that no Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were adopted or terminated by the company's directors or officers during the fiscal quarter ended December 31, 2024 - No Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were adopted or terminated by the company's directors or officers during the fiscal quarter ended December 31, 2024[346](index=346&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](index=90&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This section states that disclosure regarding foreign jurisdictions that prevent inspections is not applicable to the company's business - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[347](index=347&type=chunk) [MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING](index=91&type=section&id=MANAGEMENT%27S%20REPORT%20ON%20INTERNAL%20CONTROL%20OVER%20FINANCIAL%20REPORTING) This section presents management's report on the effectiveness of Liberty Media Corporation's internal control over financial reporting as of December 31, 2024, with management concluding, based on the COSO framework, that the company's internal control is effective, noting the exclusion of internal controls of QuintEvents, LLC, acquired in the first quarter of 2024, with total assets of **$424 million** and total revenues of **$340 million**, from the assessment - Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company[349](index=349&type=chunk) - As of December 31, 2024, management assessed the company's internal control over financial reporting as effective[350](index=350&type=chunk) - Management excluded the internal controls of QuintEvents, LLC, acquired in the first quarter of 2024, with total assets of **$424 million** and total revenues of **$340 million**, from its assessment[350](index=350&type=chunk) [Report of Independent Registered Public Accounting Firm (Internal Control)](index=92&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm%20%28Internal%20Control%29) KPMG LLP, as the independent registered public accounting firm, issued an unqualified opinion on the effectiveness of Liberty Media Corporation's internal control over financial reporting as of December 31, 2024, based on the COSO framework, noting that its audit excluded the assessment of internal controls of QuintEvents, LLC, acquired in 2024, which had total assets of **$424 million** and total revenues of **$340 million** in the consolidated financial statements - KPMG LLP issued an unqualified opinion on the effectiveness of Liberty Media Corporation's internal control over financial reporting as of December 31, 2024[354](index=354&type=chunk) - The auditor's audit excluded the assessment of internal controls of QuintEvents, LLC, acquired in 2024, which had total assets of **$424 million** and total revenues of **$340 million** in the consolidated financial statements[356](index=356&type=chunk) [Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)](index=94&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm%20%28Consolidated%20Financial%20Statements%29) KPMG LLP issued an unqualified opinion on Liberty Media Corporation's consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for the three years ended December 31, 2024, noting reliance on Ernst & Young LLP's report for Live Nation Entertainment, Inc.'s financial statements, and identifying the goodwill impairment assessment for the Sirius XM reporting unit as a critical audit matter involving highly subjective judgments on assumptions like revenue growth rates, long-term growth rates, and discount rates - KPMG LLP issued an unqualified opinion on Liberty Media Corporation's consolidated financial statements as of December 31, 2024 and 2023[363](index=363&type=chunk) - The auditor's opinion is partly based on Ernst & Young LLP's audit report on the financial statements of Live Nation Entertainment, Inc[365](index=365&type=chunk) - The goodwill impairment assessment for the Sirius XM reporting unit was identified as a critical audit matter, involving highly subjective judgments on assumptions such as revenue growth rates, long-term growth rates, and discount rates[369](index=369&type=chunk)[370](index=370&type=chunk) - The company recognized a goodwill impairment loss of **$2.819 billion** for the Sirius XM reporting unit as of December 31, 2024[369](index=369&type=chunk) [LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets](index=96&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Consolidated%20Balance%20Sheets) This section presents Liberty Media Corporation's and its subsidiaries' consolidated balance sheets as of December 31, 2024 and 2023, showing total assets of **$12.948 billion** at year-end 2024, a significant decrease from **$41.327 billion** at year-end 2023, primarily due to the deconsolidation of assets and liabilities of discontinued operations following the Liberty SiriusXM Holdings spin-off, with cash and cash equivalents increasing to **$2.956 billion**, total liabilities decreasing to **$5.897 billion**, and total stockholders' equity decreasing to **$7.029 billion** - Total assets decreased from **$41.327 billion** in 2023 to **$12.948 billion** in 2024, primarily due to the deconsolidation of assets of discontinued operations following the Liberty SiriusXM Holdings spin-off[376](index=376&type=chunk) - Total liabilities decreased from **$21.882 billion** in 2023 to **$5.897 billion** in 2024, also primarily impacted by discontinued operations[376](index=376&type=chunk) Consolidated Balance Sheet Key Data (as of December 31, 2024) | Item | 2024 (million USD) | 2023 (million USD) | | :----------------------- | :---------------- | :---------------- | | Cash and Cash Equivalents | 2,956 | 1,713 | | Current Assets of Discontinued Operations | — | 1,361 | | Investments in Affiliates | 491 | 374 | | Property and Equipment, Net | 810 | 838 | | Goodwill | 4,134 | 3,956 | | Amortizable Intangible Assets, Net | 2,689 | 2,858 | | Deferred Income Tax Assets | 760 | 772 | | Other Assets | 717 | 612 | | Noncurrent Assets of Discontinued Operations | — | 28,540 | | **Total Assets** | **12,948** | **41,327** | | Accounts Payable and Accrued Liabilities | 648 | 474 | | Current Portion of Debt | 26 | 106 | | Deferred Revenue | 267 | 247 | | Financial Instrument Liabilities | 138 | 8 | | Current Liabilities of Discontinued Operations | — | 3,876 | | Long-Term Debt | 4,522 | 4,117 | | Noncurrent Liabilities of Discontinued Operations | — | 12,834 | | **Total Liabilities** | **5,897** | **21,882** | | **Total Stockholders' Equity** | **7,029** | **16,396** | | **Total Equity** | **7,051** | **19,445** | [LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Consolidated Statements Of Operations](index=98&type=section&id=LIBERTY%20MEDIA%20CORPORATION%20AND%20SUBSIDIARIES%20Consolidated%20Statements%20Of%20Operations) This section presents Liberty Media Corporation's and its subsidiaries' consolidated statements of operations for the three years ended December 31, 2024, showi

Revenue and Income - SiriusXM reported Q1 2024 revenue of $2.16 billion, up 1% year-over-year, with ad revenue increasing by 7%[1] - Net income for SiriusXM was $265 million, with diluted EPS of $0.07, and adjusted EBITDA of $650 million, up 4% year-over-year[1] - Formula One Group's revenue for Q1 2024 was $587 million, a 45% increase from $381 million in Q1 2023[9] - Formula One Group's operating income rose to $95 million, a 493% increase from $16 million in the same period last year[9] - Adjusted OIBDA for Formula One Group increased by 92% to $202 million from $105 million year-over-year[9] - Total revenue for Liberty Media Corporation in Q1 2024 was $2,749 million, with SiriusXM Holdings revenue at $2,162 million and Formula 1 revenue at $550 million[41] - Operating income for Liberty Media Corporation in Q1 2024 was $502 million, with net earnings attributable to Liberty stockholders at $203 million[41] - Operating income for the consolidated group was $340 million, with SiriusXM contributing $373 million and Formula 1 $16 million[43] Cash Flow and Investments - Cash flows from operating activities generated $395 million, with net earnings of $245 million for the consolidated group[45] - The company reported a net cash used in investing activities of $650 million, primarily due to acquisitions and capital expenditures[45] - Total cash and cash equivalents at the end of the period amounted to $1,691 million, down from $2,028 million at the beginning of the period[45] - Liberty Media's fair value investment was reported at $7.4 billion as of March 31, 2024[5] - Liberty Media has a remaining stock repurchase authorization of $1.1 billion as of May 1, 2024[21] Debt and Liabilities - Total liabilities for Liberty Media Corporation as of March 31, 2024, were $22,760 million, with total equity at $16,551 million[39] - Total cash and cash equivalents attributed to Liberty SiriusXM Group decreased by $171 million in Q1 2024, totaling $135 million as of March 31, 2024[30] - Total debt attributed to Liberty SiriusXM Group decreased by $36 million during the quarter, totaling $11,106 million as of March 31, 2024[32] - Formula 1 leverage ratio improved to 1.7x as of March 31, 2024, down from 1.9x[28] - Liberty Media Corporation is in compliance with its debt covenants as of March 31, 2024[30] Strategic Acquisitions and Plans - Liberty announced a planned acquisition of MotoGP for €3.5 billion, expected to close by year-end 2024[4] - The company plans to continue its stock repurchase plan and is exploring the acquisition of MotoGP[36] - Formula One Group incurred $9 million in acquisition-related costs during Q1 2024 related to the Quint acquisition and the planned MotoGP acquisition[53] Operational Performance - Liberty SiriusXM Group's operating income increased from $373 million in Q1 2023 to $409 million in Q1 2024, representing a growth of 9.66%[52] - Formula One Group's adjusted OIBDA surged from $105 million in Q1 2023 to $202 million in Q1 2024, marking a significant increase of 92.38%[52] - Liberty Media Corporation's consolidated adjusted OIBDA rose from $688 million in Q1 2023 to $826 million in Q1 2024, an increase of 20.1%[52] - SiriusXM's adjusted EBITDA increased from $625 million in Q1 2023 to $650 million in Q1 2024, reflecting a growth of 4%[56] - Free cash flow decreased slightly from $144 million in Q1 2023 to $132 million in Q1 2024, a decline of 8.33%[59] - Net cash provided by operating activities fell from $350 million in Q1 2023 to $308 million in Q1 2024, a decrease of 12%[59] Expenses and Costs - Liberty Media's total operating expenses were $2,216 million, with selling, general, and administrative expenses accounting for $486 million[43] - The company experienced a significant increase in subscriber acquisition costs, totaling $90 million for SiriusXM[43] - SiriusXM recorded $28 million in impairment, restructuring, and acquisition costs in Q1 2024, down from $32 million in Q1 2023[56] - Stock compensation expense remained stable at $45 million for both Q1 2023 and Q1 2024[56] - Liberty Live Group reported an operating income of $(2) million in Q1 2024, indicating a decline from previous performance[52] Dividends - Liberty SiriusXM Group received $85 million in dividends from SiriusXM during the quarter[31] Ownership and Mergers - Liberty Media's ownership of SiriusXM was 83.3% as of April 26, 2024, with a planned merger expected to complete in early Q3 2024[1]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 37-1699499 (Sta ...

Financial Performance - Liberty Media reported full year 2023 revenue of $8.95 billion, with a net income of $1.26 billion and diluted EPS of $0.32[1]. - SiriusXM's full year adjusted EBITDA was $2.79 billion, and free cash flow for the year was $1.20 billion[1]. - Formula One Group's total revenue for 2023 was $3.22 billion, reflecting a 25% increase compared to 2022[9]. - Formula 1's primary revenue grew by 21% year-over-year to $2.56 billion, driven by race promotion, media rights, and sponsorship fees[12]. - Liberty Media's total revenue for the previous year was $12,164 million, with Sirius XM Holdings revenue at $9,003 million and Formula 1 revenue at $2,573 million[41]. - Operating income for Liberty Media Corporation was $2,063 million, with a net earnings attributable to Liberty stockholders of $761 million[39]. - Net earnings for Liberty Media reached $2,029 million, with Liberty SiriusXM Group contributing $1,502 million[46]. - Adjusted OIBDA for Liberty Media consolidated was $3,423 million for 2023, slightly up from $3,419 million in 2022[51]. - Liberty SiriusXM Group's operating income decreased from $1,919 million in 2022 to $1,808 million in 2023[51]. - Formula One Group's adjusted OIBDA increased significantly from $551 million in 2022 to $686 million in 2023[51]. Cash Flow and Investments - The company reported a net cash provided by operating activities of $2,464 million, with significant adjustments including $1,030 million in depreciation and amortization[43]. - Cash flows from operating activities totaled $2,546 million, with Liberty SiriusXM Group contributing $1,959 million[46]. - Free cash flow for SiriusXM was $2,790 million for 2023, down from $2,833 million in 2022[54]. - Total cash, cash equivalents, and restricted cash at the end of the period was $2,276 million[46]. - Cash flows from investing activities resulted in a net cash used of $1,240 million, primarily due to capital expenditures of $1,111 million[43]. - Net cash used in investing activities increased from $(548) million in 2022 to $(686) million in 2023, reflecting a rise of approximately 25.2%[56]. - Additions to property and equipment rose from $(426) million in 2022 to $(650) million in 2023, an increase of approximately 52.7%[56]. - Capital expenditures for property and equipment amounted to $735 million[46]. Debt and Liabilities - Liberty Media reduced Liberty SiriusXM Group debt by $782 million in 2023, including $279 million in Q4[1]. - Total debt attributed to Liberty SiriusXM Group decreased by $434 million during Q4 2023, totaling $11.106 billion as of December 31, 2023[29]. - Total Liberty Media Corporation debt decreased to $15.360 billion as of December 31, 2023[24]. - Liberty Media's interest expense totaled $782 million, impacting overall earnings before income taxes of $1,185 million[39]. - The company experienced a stock compensation expense of $232 million, which included various operational costs[39]. - Liberty Media's net cash used in financing activities was $3,148 million, primarily due to debt repayments[46]. Assets and Equity - Liberty Media's total assets amounted to $41.168 billion as of December 31, 2023[37]. - Liberty Media's total liabilities were $21.723 billion as of December 31, 2023[37]. - Liberty Media's attributed net assets totaled $16.396 billion as of December 31, 2023[37]. - Liberty Media's total remaining repurchase authorization as of February 1, 2024, is $1.1 billion[20]. Audience and Engagement - F1 fan attendance reached 6 million in 2023, a 5% increase from 2022, with 1.5 billion cumulative TV viewers[1]. - The inaugural Las Vegas Grand Prix generated over 16 billion global social media impressions during race week[1]. Free Cash Flow Insights - Free cash flow is viewed as a supplemental measure to assess financial stability and is not an alternative to GAAP cash flow measures[56]. - The company emphasizes that free cash flow does not account for debt maturity payments, limiting its discretionary expenditure representation[56]. - Free cash flow is intended to provide useful information for investors to evaluate current cash flow and compare operating performance with other companies in the sector[56]. - SiriusXM excludes certain cash flows from free cash flow calculations, focusing on ongoing business performance[56].

Part I [Business Overview](index=6&type=section&id=Item%201.%20Business.) Liberty Media operates in media and entertainment via Sirius XM, Formula 1, and Live Nation, reflecting segment performance through tracking stocks - Liberty Media's principal businesses include consolidated subsidiaries **Sirius XM Holdings** and **Formula 1**, and equity affiliate **Live Nation**[27](index=27&type=chunk) - On July 18, 2023, the Company completed the split-off of its wholly owned subsidiary, **Atlanta Braves Holdings, Inc.**[30](index=30&type=chunk) - On August 3, 2023, the Company reclassified its common stock into three new tracking stocks: **Liberty SiriusXM**, **Liberty Formula One**, and **Liberty Live** common stock[31](index=31&type=chunk) - Tracking stock groups (Liberty SiriusXM, Formula One, Liberty Live) are not separate legal entities; holders are stockholders of the parent corporation[33](index=33&type=chunk) - The Liberty SiriusXM Group primarily includes Liberty's **83% interest in Sirius XM Holdings**, corporate cash, and certain debt obligations[34](index=34&type=chunk)[46](index=46&type=chunk) - The Formula One Group includes Liberty's interest in **Formula 1**, cash, and Liberty's **2.25% Convertible Senior Notes due 2027**[35](index=35&type=chunk) - The Liberty Live Group is primarily comprised of Liberty's interest in **Live Nation**, cash, and certain debt obligations[36](index=36&type=chunk) - Sirius XM Holdings operates two audio entertainment businesses: **Sirius XM** (subscription-based satellite and streaming radio) and **Pandora and Off-platform** (ad-supported and subscription streaming)[46](index=46&type=chunk)[50](index=50&type=chunk)[54](index=54&type=chunk) - **Formula 1** holds exclusive commercial rights to the FIA Formula One World Championship, generating revenue from race promotion, media rights, and sponsorship arrangements[120](index=120&type=chunk)[125](index=125&type=chunk) - **Live Nation Entertainment, Inc.** is a leading live entertainment company with segments in Concerts, Ticketing, and Sponsorship & Advertising[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - Liberty Media's strategy for Formula 1 includes maximizing commercial rights value, augmenting its fanbase, driving growth in key strategic markets, and achieving **Net Zero by 2030**[149](index=149&type=chunk)[150](index=150&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors.) This section outlines significant investment risks, covering company-wide, tracking stock-specific, and proposed SiriusXM Split-Off and Merger risks - Historical financial information of Liberty's tracking stock groups may not reflect their results had they been separate companies[184](index=184&type=chunk) - Liberty Media has substantial corporate-level debt of **$3.6 billion as of December 31, 2023**, with servicing dependent on subsidiary cash flows potentially restricted by covenants[185](index=185&type=chunk)[186](index=186&type=chunk) - The success of businesses like Sirius XM Holdings, Formula 1, and Live Nation is highly dependent on audience popularity, which is difficult to predict[188](index=188&type=chunk)[190](index=190&type=chunk) - Cybersecurity threats, including hacking and data breaches, pose increasing risks to information systems, potentially leading to service disruptions and reputational damage[200](index=200&type=chunk)[201](index=201&type=chunk) - Sirius XM Holdings faces significant competition from traditional radio and streaming services, potentially leading to lower revenue and increased expenses[205](index=205&type=chunk)[206](index=206&type=chunk)[209](index=209&type=chunk) - A substantial number of Sirius XM service subscribers periodically cancel, and customer retention, especially for promotional or used vehicle sales, is uncertain[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk) - Formula 1's business is highly dependent on the continued popularity of the World Championship, influenced by rival motor sports and economic climate[301](index=301&type=chunk) - The proposed Liberty Sirius XM Holdings Split-Off and Merger may not be completed, potentially leading to significant costs and management distraction[381](index=381&type=chunk)[382](index=382&type=chunk)[383](index=383&type=chunk)[386](index=386&type=chunk)[387](index=387&type=chunk) - Liberty's tracking stock structure means holders are common stockholders of the company as a whole, with assets of one group potentially used for another's liabilities[350](index=350&type=chunk)[357](index=357&type=chunk) [Unresolved Staff Comments](index=71&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments to report - The company has no unresolved staff comments[390](index=390&type=chunk) [Cybersecurity](index=71&type=section&id=Item%201C.%20Cybersecurity) Liberty Media implements a comprehensive cybersecurity risk management program based on the NIST Framework, with Board oversight and no material incidents to date - Liberty Media's cybersecurity program is designed and assessed based on the **NIST Cybersecurity Framework** to manage material risks[391](index=391&type=chunk)[394](index=394&type=chunk) - Cybersecurity risks are identified and assessed through monitoring threat environments, vulnerability scanning, and internal/external audits[395](index=395&type=chunk) - Mitigation measures include risk assessments, incident detection, vulnerability management, disaster recovery, encryption, and employee training[396](index=396&type=chunk) - As of the report date, no cybersecurity threats have materially affected Liberty Media's business strategy or financial condition[399](index=399&type=chunk) - The Board of Directors, through its Audit Committee, provides overall risk oversight for cybersecurity, receiving quarterly updates[402](index=402&type=chunk) - A cross-functional Information Security Steering Committee (ISSC) provides management oversight for technology and operational risks, including cybersecurity[404](index=404&type=chunk) [Properties](index=74&type=section&id=Item%202.%20Properties) Liberty Media owns its Colorado headquarters, Sirius XM owns and leases various facilities, and Formula 1 leases offices while owning land for the Las Vegas Grand Prix - Liberty Media owns its corporate headquarters in **Englewood, Colorado**[410](index=410&type=chunk) - Sirius XM Holdings owns office, production, and engineering facilities in Washington D.C. and New Jersey, and leases over **1,000 terrestrial repeaters**[411](index=411&type=chunk) - Formula 1 leases offices and production facilities in England, and the Company owns land and a building for the **Las Vegas Grand Prix**[412](index=412&type=chunk) [Legal Proceedings](index=74&type=section&id=Item%203.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference to note 17 in the consolidated financial statements - Legal proceedings information is detailed in **note 17** of the consolidated financial statements[414](index=414&type=chunk) [Mine Safety Disclosures](index=74&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Liberty Media Corporation - Mine Safety Disclosures are not applicable[415](index=415&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=75&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) This section details Liberty Media's common equity market, including Series B tracking stock prices, dividend policy, and share repurchase program status - Liberty Media's Series A, B, and C Liberty SiriusXM, Liberty Formula One, and Liberty Live common stocks trade on Nasdaq or OTC Markets[417](index=417&type=chunk) Series B Liberty SiriusXM Common Stock (LSXMB) High and Low Sales Prices | Year | Quarter | High ($) | Low ($) | | :--- | :------ | :------- | :------ | | 2022 | First | 53.04 | 44.92 | | 2022 | Second | 47.14 | 40.00 | | 2022 | Third | 46.75 | 36.50 | | 2022 | Fourth | 47.43 | 39.03 | | 2023 | First | 42.00 | 25.35 | | 2023 | Second | 31.51 | 26.18 | | 2023 | Third | 34.80 | 22.19 | | 2023 | Fourth | 28.90 | 24.08 | Series B Liberty Formula One Common Stock (FWONB) High and Low Sales Prices | Year | Quarter | High ($) | Low ($) | | :--- | :------ | :------- | :------ | | 2022 | First | 54.75 | 54.75 | | 2022 | Second | 70.26 | 56.65 | | 2022 | Third | 63.00 | 53.59 | | 2022 | Fourth | 48.75 | 47.78 | | 2023 | First | 68.02 | 54.31 | | 2023 | Second | 68.00 | 63.00 | | 2023 | Third | 66.00 | 55.00 | | 2023 | Fourth | 56.02 | 56.02 | Series B Liberty Live Common Stock (LLYVB) High and Low Sales Prices (2023) | Year | Quarter | High ($) | Low ($) | | :--- | :------------------------------------------ | :------- | :------ | | 2023 | Third (from initial quoting Aug 4, 2023) | 34.35 | 28.38 | | 2023 | Fourth | 33.50 | 31.18 | - As of January 31, 2024, Liberty SiriusXM common stock had **893 (Series A)**, **45 (Series B)**, and **942 (Series C)** record holders[421](index=421&type=chunk) - The Company has not paid any cash dividends on its common stock and has no present intention of doing so[422](index=422&type=chunk) - As of December 31, 2023, approximately **$1.1 billion** was available for future share repurchases[425](index=425&type=chunk) [Reserved](index=77&type=section&id=Item%206.%20%5BReserved.%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=78&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section analyzes Liberty Media's financial performance, condition, and strategic direction, covering consolidated operating results, liquidity, and segment-specific analyses - Liberty Media's most significant operating subsidiary is **Sirius XM Holdings**, with **Formula 1** as a wholly-owned consolidated subsidiary and **Live Nation** as an equity method investment[429](index=429&type=chunk)[430](index=430&type=chunk)[431](index=431&type=chunk) - The **Split-Off of Atlanta Braves Holdings** (July 18, 2023) and the **Reclassification of tracking stocks** (August 3, 2023) were intended to be tax-free[433](index=433&type=chunk)[434](index=434&type=chunk)[436](index=436&type=chunk) Consolidated Operating Results (2023 vs. 2022) | Metric | 2023 (millions) | 2022 (millions) | Change (millions) | | :----------------- | :-------------- | :-------------- | :---------------- | | Total Revenue | $12,525 | $12,164 | +$361 | | Operating Income | $2,063 | $2,064 | -$1 | | Adjusted OIBDA | $3,423 | $3,419 | +$4 | - Consolidated revenue increased by **$361 million in 2023**, driven by a **$649 million increase at Formula 1**[451](index=451&type=chunk) - Consolidated operating income decreased by **$1 million in 2023**, primarily due to an **$82 million decrease in Sirius XM Holdings' operating results**, offset by a **$153 million increase in Formula 1's operating results**[452](index=452&type=chunk) Consolidated Other Income and Expense (2023 vs. 2022) | Item | 2023 (millions) | 2022 (millions) | Change (millions) | | :-------------------------------------------- | :-------------- | :-------------- | :---------------- | | Interest expense | $(782) | $(689) | -$(93) | | Share of earnings (losses) of affiliates | $138 | $99 | +$39 | | Realized/unrealized gains (losses) on financial instruments, net | $(323) | $599 | -$(922) | | Gains (losses) on dilution of investment in affiliate | $(4) | $10 | -$(14) | | Other, net | $93 | $110 | -$(17) | - Consolidated interest expense increased by **$93 million in 2023**, mainly due to higher interest rates on Formula 1's Senior Loan Facility and Liberty SiriusXM Group's margin loan[461](index=461&type=chunk) - Net earnings decreased from **$2,029 million in 2022 to $962 million in 2023**[469](index=469&type=chunk) Cash and Cash Equivalents by Group (December 31, 2023) | Group | Cash and Cash Equivalents (millions) | | :------------------- | :----------------------------------- | | Liberty SiriusXM Group | $306 | | Formula One Group | $1,408 | | Liberty Live Group | $305 | | **Total Liberty** | **$2,019** | - Liberty's primary uses of corporate cash in 2023 included **$659 million for net debt repayments**, **$314 million for capital expenditures**, and **$140 million for equity investments**[479](index=479&type=chunk) Material Cash Requirements (December 31, 2023) | Category | Total (millions) | Less than 1 year (millions) | 2 - 3 years (millions) | 4 - 5 years (millions) | After 5 years (millions) | | :------------------------------ | :--------------- | :-------------------------- | :--------------------- | :--------------------- | :----------------------- | | Long-term debt | $15,258 | $542 | $1,799 | $5,154 | $7,763 | | Interest payments | $4,388 | $666 | $1,255 | $980 | $1,487 | | Programming and royalty fees | $2,169 | $854 | $989 | $262 | $64 | | Operating and finance lease obligations | $463 | $73 | $147 | $111 | $132 | | Short-term leases | $138 | $65 | $71 | $2 | — | | Other obligations | $864 | $446 | $354 | $52 | $12 | | **Total consolidated** | **$23,280** | **$2,646** | **$4,615** | **$6,561** | **$9,458** | Sirius XM Holdings Revenue by Source (2023 vs. 2022) | Revenue Source | 2023 (millions) | 2022 (millions) | Change (%) | | :----------------------- | :-------------- | :-------------- | :--------- | | Sirius XM Subscriber | $6,342 | $6,370 | -0.4% | | Sirius XM Advertising | $169 | $196 | -13.7% | | Sirius XM Equipment | $193 | $189 | +2.1% | | Sirius XM Other | $136 | $150 | -9.3% | | Pandora & Off-platform Subscriber | $524 | $522 | +0.4% | | Pandora & Off-platform Advertising | $1,589 | $1,576 | +0.8% | | **Total Sirius XM Holdings** | **$8,953** | **$9,003** | **-0.6%** | Formula 1 Operating Results (2023 vs. 2022) | Metric | 2023 (millions) | 2022 (millions) | Change (millions) | | :------------------------- | :-------------- | :-------------- | :---------------- | | Primary Formula 1 revenue | $2,560 | $2,107 | +$453 | | Other Formula 1 revenue | $662 | $466 | +$196 | | **Total Formula 1 revenue** | **$3,222** | **$2,573** | **+$649** | | Operating income (loss) | $392 | $239 | +$153 | | Adjusted OIBDA | $725 | $593 | +$132 | | Number of Events | 22 | 22 | 0 | [Quantitative and Qualitative Disclosures About Market Risk](index=100&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Liberty Media faces market risks from stock prices and interest rates, managed through debt mix, interest rate swaps, and equity instruments - Liberty Media is exposed to market risk from changes in stock prices and interest rates due to borrowing and investment activities[541](index=541&type=chunk)[544](index=544&type=chunk) - The company manages interest rate exposure through a mix of fixed and variable rate debt and may use interest rate swap arrangements[542](index=542&type=chunk) Debt Composition by Group (December 31, 2023) | Group | Variable rate debt (Principal, millions) | Variable rate debt (Weighted avg interest rate) | Fixed rate debt (Principal, millions) | Fixed rate debt (Weighted avg interest rate) | | :------------------- | :------------------------------------- | :-------------------------------------------- | :------------------------------------ | :------------------------------------------- | | Liberty SiriusXM Group | $1,195 | 7.1% | $9,911 | 4.2% | | Formula One Group | $757 | 7.4% | $2,183 | 4.3% | | Live Group | NA | NA | $1,212 | 2.3% | - As of December 31, 2023, marketable equity securities had a fair value of **$113 million**; a **10% decrease** would reduce this by **$11 million**[545](index=545&type=chunk) [Financial Statements and Supplementary Data](index=100&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Consolidated financial statements are included in this item, with schedules filed under Item 15 - Consolidated financial statements are filed under this item, starting on **page II-31**[546](index=546&type=chunk) - Financial statement schedules are filed under **Item 15**[546](index=546&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=100&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There are no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure[547](index=547&type=chunk) [Controls and Procedures](index=101&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of December 31, 2023, management concluded disclosure controls and procedures were effective, with no material changes in internal control over financial reporting - As of December 31, 2023, the Company's disclosure controls and procedures were effective to ensure timely and accurate reporting[548](index=548&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2023[550](index=550&type=chunk) [Other Information](index=101&type=section&id=Item%209B.%20Other%20Information) No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the fiscal quarter ended December 31, 2023 - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the fiscal quarter ended December 31, 2023[551](index=551&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=101&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to Liberty Media Corporation - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[552](index=552&type=chunk) Notes to Consolidated Financial Statements [(1) Basis of Presentation](index=114&type=section&id=(1)%20Basis%20of%20Presentation) This note outlines the basis for Liberty Media's consolidated financial statements, including subsidiaries, equity affiliates, the 2023 Braves Holdings split-off, and intercompany agreements - Liberty Media's consolidated financial statements include **Sirius XM Holdings** and **Formula 1** as significant subsidiaries, and **Live Nation** as an equity method investment[600](index=600&type=chunk) - **Braves Holdings** was a subsidiary until its split-off on **July 18, 2023**, and is not presented as a discontinued operation[601](index=601&type=chunk) - Liberty acquired an **83% controlling interest in Sirius XM Holdings** on January 18, 2013, and they became part of the same consolidated federal income tax group on November 3, 2021[602](index=602&type=chunk)[114](index=114&type=chunk) - Liberty has intercompany agreements with **Qurate Retail**, **Liberty Broadband**, **TripCo**, and **ABH** for services, facilities sharing, and tax matters[603](index=603&type=chunk)[604](index=604&type=chunk) Reimbursed Allocated Expenses | Year | Amount (millions) | | :--- | :---------------- | | 2023 | $24 | | 2022 | $21 | | 2021 | $27 | [(2) Tracking Stocks](index=115&type=section&id=(2)%20Tracking%20Stocks) This note explains Liberty Media's tracking stock structure (Liberty SiriusXM, Formula One, Live), detailing the 2023 split-off, reclassification, and attributed assets/liabilities - Liberty Media uses tracking stocks (Liberty SiriusXM, Liberty Formula One, Liberty Live) to reflect economic performance, but these are not separate legal entities[608](index=608&type=chunk)[612](index=612&type=chunk) - The **Split-Off of Atlanta Braves Holdings** occurred on **July 18, 2023**, and the **Reclassification of common stock** took place on **August 3, 2023**[609](index=609&type=chunk)[610](index=610&type=chunk) - As of December 31, 2023, the Liberty SiriusXM Group's primary assets include Liberty's interest in Sirius XM Holdings and **$306 million in corporate cash**[613](index=613&type=chunk) - As of December 31, 2023, the Formula One Group's primary assets include Liberty's interest in Formula 1, **$1,408 million in cash**, and **2.25% Convertible Senior Notes due 2027**[614](index=614&type=chunk)[616](index=616&type=chunk) - As of December 31, 2023, the Liberty Live Group is primarily comprised of Liberty's interest in Live Nation and **$305 million in cash**[617](index=617&type=chunk) - Intergroup interests in the Braves Group were settled and extinguished in connection with the Split-Off through the attribution of **ABH Series C common stock**[621](index=621&type=chunk) [(3) Summary of Significant Accounting Policies](index=117&type=section&id=(3)%20Summary%20of%20Significant%20Accounting%20Policies) This note details Liberty Media's significant accounting policies, covering cash, receivables, investments, property, intangibles, revenue recognition, stock-based compensation, income taxes, and recent pronouncements - Cash equivalents are investments readily convertible to cash with maturities of **three months or less**[626](index=626&type=chunk) Changes in Allowance for Credit Losses and Sales Returns | Year | Balance, beginning of period (millions) | Provision charged to expense (millions) | Write-offs, net of recoveries (millions) | Foreign currency translation adjustments (millions) | Balance, end of period (millions) | | :--- | :-------------------------------------- | :-------------------------------------- | :--------------------------------------- | :------------------------------------------------ | :------------------------------ | | 2023 | $14 | $59 | $(56) | — | $17 | | 2022 | $13 | $59 | $(59) | $1 | $14 | | 2021 | $17 | $54 | $(58) | — | $13 | - Marketable equity and debt securities are carried at fair value, with changes reported in realized and unrealized gains/losses; the equity method is used for investments with significant influence[628](index=628&type=chunk)[629](index=629&type=chunk) - Property and equipment are depreciated using the straight-line method over estimated useful lives, with interest on satellite construction funds capitalized[638](index=638&type=chunk)[639](index=639&type=chunk)[496](index=496&type=chunk) - Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, while amortizable intangible assets are amortized over their useful lives[640](index=640&type=chunk)[641](index=641&type=chunk)[645](index=645&type=chunk) - Revenue is recognized in accordance with **ASC 606**, with prepayments recorded as deferred revenue and recognized as services are provided[648](index=648&type=chunk)[650](index=650&type=chunk) Sirius XM Holdings Revenue by Source (2023-2021) | Revenue Source | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :------------- | :-------------- | :-------------- | :-------------- | | Subscriber | $6,866 | $6,892 | $6,614 | | Advertising | $1,758 | $1,772 | $1,730 | | Equipment | $193 | $189 | $201 | | Other | $136 | $150 | $151 | | **Total** | **$8,953** | **$9,003** | **$8,696** | Formula 1 Revenue by Source (2023-2021) | Revenue Source | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :------------- | :-------------- | :-------------- | :-------------- | | Primary | $2,560 | $2,107 | $1,850 | | Other | $662 | $466 | $286 | | **Total** | **$3,222** | **$2,573** | **$2,136** | Braves Holdings Revenue by Source (2023-2021) | Revenue Source | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :------------------ | :-------------- | :-------------- | :-------------- | | Baseball | $318 | $535 | $526 | | Mixed-Use Development | $32 | $53 | $42 | | **Total** | **$350** | **$588** | **$568** | - Sirius XM Holdings' cost of services includes revenue share and royalties, programming and content costs, and customer service and billing expenses[672](index=672&type=chunk)[673](index=673&type=chunk)[679](index=679&type=chunk) - Subscriber acquisition costs for Sirius XM's satellite radio service include hardware subsidies, device royalties, and commissions[681](index=681&type=chunk) - Advertising expense for Liberty Media aggregated **$449 million in 2023**, **$537 million in 2022**, and **$532 million in 2021**, primarily from Sirius XM Holdings[685](index=685&type=chunk) Stock-Based Compensation Expense (2023-2021) | Category | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :------------------------------------- | :-------------- | :-------------- | :-------------- | | Cost of Sirius XM Holdings services | $45 | $46 | $45 | | Other operating expense | $46 | $39 | $36 | | Selling, general and administrative | $141 | $152 | $175 | | **Total Stock-based compensation** | **$232** | **$237** | **$256** | - The Company adopted **ASU 2020-06** on January 1, 2022, requiring the if-converted method for diluted EPS and decreasing diluted EPS for Liberty SiriusXM and Liberty Formula One in 2022[693](index=693&type=chunk) - Recent accounting pronouncements include **ASU 2023-02**, **ASU 2023-07**, and **ASU 2023-09**, with varying effective dates and ongoing evaluation[717](index=717&type=chunk)[720](index=720&type=chunk)[721](index=721&type=chunk) [(4) Supplemental Disclosures to Consolidated Statements of Cash Flows](index=132&type=section&id=(4)%20Supplemental%20Disclosures%20to%20Consolidated%20Statements%20of%20Cash%20Flows) This note provides supplemental cash flow disclosures, including cash paid for acquisitions, interest, income taxes, and reconciliation of cash and restricted cash Cash Paid for Acquisitions, Interest, and Income Taxes (2023-2021) | Item | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :---------------------------------- | :-------------- | :-------------- | :-------------- | | Cash paid for acquisitions, net of cash acquired | $0 | $136 | $14 | | Cash paid for interest, net of amounts capitalized | $738 | $656 | $607 | | Cash paid for income taxes, net | $203 | $168 | $97 | Cash, Cash Equivalents and Restricted Cash Reconciliation (December 31, 2023-2021) | Item | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :---------------------------------------- | :-------------- | :-------------- | :-------------- | | Cash and cash equivalents | $2,019 | $2,246 | $2,814 | | Restricted cash included in other current assets | $0 | $22 | $88 | | Restricted cash included in other assets | $9 | $8 | $22 | | **Total cash, cash equivalents and restricted cash** | **$2,028** | **$2,276** | **$2,924** | - Non-cash investing and financing activities in 2023 included **$61 million** for settlement of debt obligations with equity securities[722](index=722&type=chunk) [(5) Restructurings](index=133&type=section&id=(5)%20Restructurings) Sirius XM Holdings initiated 2023 restructuring, reducing workforce by 8% and incurring $34 million in severance, plus impairments for software projects and vacated leases - In 2023, Sirius XM Holdings reduced its workforce by approximately **475 roles (8%)**, incurring a **$34 million charge** for severance[725](index=725&type=chunk) - Sirius XM Holdings recorded **$15 million in impairments** for terminated software projects and **$12 million** for vacated leased office spaces in 2023[725](index=725&type=chunk) - In 2022, Sirius XM Holdings recorded **$43 million in restructuring costs** for terminated software projects and **$16 million** for impaired vacated office spaces[727](index=727&type=chunk) [(6) Assets and Liabilities Measured at Fair Value](index=134&type=section&id=(6)%20Assets%20and%20Liabilities%20Measured%20at%20Fair%20Value) This note details Liberty Media's assets and liabilities measured at fair value, categorized by GAAP's three-level hierarchy, and presents realized/unrealized gains and losses on financial instruments - Liberty Media's assets and liabilities measured at fair value are categorized into **Level 1** and **Level 2**, with no Level 3 instruments[729](index=729&type=chunk) Assets and Liabilities Measured at Fair Value (December 31, 2023 vs. 2022) | Description | 2023 Total (millions) | 2023 Level 1 (millions) | 2023 Level 2 (millions) | 2022 Total (millions) | 2022 Level 1 (millions) | 2022 Level 2 (millions) | | :---------------------- | :-------------------- | :---------------------- | :---------------------- | :-------------------- | :---------------------- | :---------------------- | | Cash equivalents | $1,142 | $1,142 | — | $2,026 | $2,026 | — | | Debt and equity securities | $113 | $113 | — | $80 | $80 | — | | Financial instrument assets | $141 | $117 | $24 | $393 | $86 | $307 | | Debt | $3,059 | — | $3,059 | $3,331 | — | $3,331 | | Financial instrument liabilities | $13 | — | $13 | $0 | — | $0 | Realized and Unrealized Gains (Losses) on Financial Instruments, net (2023-2021) | Item | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :---------------------------------- | :-------------- | :-------------- | :-------------- | | Debt and equity securities | $12 | $(7) | $204 | | Debt measured at fair value | $(259) | $717 | $(886) | | Change in fair value of bond hedges | $(114) | $(236) | $193 | | Other | $38 | $125 | $38 | | **Total** | **$(323)** | **$599** | **$(451)** | - Changes in unrealized gains/losses on debt measured at fair value are primarily driven by changes in the fair value of underlying exchangeable shares[464](index=464&type=chunk) [(7) Investments in Affiliates Accounted for Using the Equity Method](index=136&type=section&id=(7)%20Investments%20in%20Affiliates%20Accounted%20for%20Using%20the%20Equity%20Method) This note details Liberty Media's equity method investments, including Sirius XM Canada, Live Nation, and SoundCloud, providing carrying amounts, market values, and summarized financial information Investments in Affiliates (December 31, 2023 vs. 2022) | Affiliate | Percentage ownership | 2023 Fair Value (Level 1, millions) | 2023 Carrying amount (millions) | 2022 Carrying amount (millions) | | :------------------- | :------------------- | :---------------------------------- | :------------------------------ | :------------------------------ | | Sirius XM Canada | 70% | NA | $611 | $597 | | Live Nation (Liberty Live Group) | 30% | $6,519 | $307 | NA | | Other (Liberty SiriusXM Group) | various | NA | $104 | $68 | | Other (Formula One Group) | various | NA | $41 | $34 | | Other (Liberty Live Group) | | NA | $26 | NA | | **Consolidated Liberty** | | | **$1,089** | **$952** | Share of Earnings (Losses) of Affiliates (2023-2021) | Affiliate | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :------------------- | :-------------- | :-------------- | :-------------- | | Sirius XM Canada | $2 | $0 | $4 | | Live Nation (Liberty SiriusXM Group) | $127 | $72 | $(235) | | Other (Liberty SiriusXM Group) | $(21) | $(5) | $(22) | | Other (Formula One Group) | $(4) | $0 | $23 | | Live Nation (Liberty Live Group) | $21 | NA | NA | | Other (Liberty Live Group) | $1 | NA | NA | | Other (Braves Group) | $12 | $32 | $30 | | **Consolidated Liberty** | **$138** | **$99** | **$(200)** | Live Nation Consolidated Statements of Operations (2023-2021) | Metric | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :-------------------------------------- | :-------------- | :-------------- | :-------------- | | Revenue | $22,749 | $16,681 | $6,268 | | Operating income (loss) | $1,066 | $732 | $(418) | | Net earnings (loss) attributable to Live Nation stockholders | $563 | $296 | $(651) | - Sirius XM Holdings holds a **70% equity** and **33% voting interest** in Sirius XM Canada, which paid **$1 million in dividends** in 2023[747](index=747&type=chunk)[750](index=750&type=chunk) - Sirius XM Holdings made a **$75 million investment in SoundCloud** in February 2020, with Pandora serving as SoundCloud's exclusive U.S. ad sales representative[751](index=751&type=chunk)[752](index=752&type=chunk) [(8) Goodwill and Other Intangible Assets](index=140&type=section&id=(8)%20Goodwill%20and%20Other%20Intangible%20Assets) This note details Liberty Media's goodwill and other intangible assets, including indefinite-lived and amortizable assets, amortization expense, and accumulated goodwill impairment losses Changes in Goodwill Carrying Amount (2022-2023) | Segment | Balance at Jan 1, 2022 (millions) | Acquisitions (millions) | Other (millions) | Balance at Dec 31, 2022 (millions) | Split-Off (millions) | Balance at Dec 31, 2023 (millions) | | :----------------- | :-------------------------------- | :---------------------- | :--------------- | :--------------------------------- | :------------------- | :--------------------------------- | | Sirius XM Holdings | $15,112 | $97 | — | $15,209 | — | $15,209 | | Formula 1 | $3,956 | — | — | $3,956 | — | $3,956 | | Other | $180 | — | $(4) | $176 | $(176) | — | | **Total** | **$19,248** | **$97** | **$(4)** | **$19,341** | **$(176)** | **$19,165** | - Other intangible assets not subject to amortization include **trademarks ($1,242 million)** and **FCC licenses ($8,600 million)** as of December 31, 2023[756](index=756&type=chunk) Intangible Assets Subject to Amortization (December 31, 2023 vs. 2022) | Asset Category | 2023 Gross carrying amount (millions) | 2023 Accumulated amortization (millions) | 2023 Net carrying amount (millions) | 2022 Gross carrying amount (millions) | 2022 Accumulated amortization (millions) | 2022 Net carrying amount (millions) | | :-------------------- | :------------------------------------ | :--------------------------------------- | :---------------------------------- | :------------------------------------ | :--------------------------------------- | :---------------------------------- | | FIA Agreement | $3,630 | $(1,304) | $2,326 | $3,630 | $(1,125) | $2,505 | | Customer relationships | $3,054 | $(2,180) | $874 | $3,054 | $(1,936) | $1,118 | | Licensing agreements | $317 | $(243) | $74 | $359 | $(272) | $87 | | Other | $2,512 | $(1,914) | $598 | $2,191 | $(1,613) | $578 | | **Total** | **$9,513** | **$(5,641)** | **$3,872** | **$9,234** | **$(4,946)** | **$4,288** | - Amortization expense was **$760 million in 2023**, **$782 million in 2022**, and **$802 million in 2021**[759](index=759&type=chunk) Projected Amortization Expense for Next Five Years | Year | Amount (millions) | | :--- | :---------------- | | 2024 | $627 | | 2025 | $575 | | 2026 | $413 | | 2027 | $279 | | 2028 | $202 | - Accumulated goodwill impairment losses totaled **$956 million** as of December 31, 2023, all related to the Sirius XM Holdings segment[760](index=760&type=chunk) [(9) Debt](index=142&type=section&id=(9)%20Debt) This note summarizes Liberty Media's debt obligations, including corporate and subsidiary debt, detailing convertible notes, margin loans, senior notes, 2023 changes, and covenant compliance Debt Summary (December 31, 2023 vs. 2022) | Debt Category | 2023 Outstanding Principal (millions) | 2023 Carrying value (millions) | 2022 Carrying value (millions) | | :------------------------------------------ | :------------------------------------ | :----------------------------- | :----------------------------- | | **Liberty SiriusXM Group** | | | | | 1.375% Cash Convertible Senior Notes due 2023 | $0 | $0 | $968 | | 3.75% Convertible Senior Notes due 2028 | $575 | $688 | $0 | | 2.125% Exchangeable Senior Debentures due 2048 | $0 | $0 | $382 | | 2.75% Exchangeable Senior Debentures due 2049 | $586 | $574 | $559 | | 0.5% Exchangeable Senior Debentures due 2050 | $0 | $0 | $920 | | Sirius XM Holdings Margin Loan | $695 | $695 | $875 | | Sirius XM Senior Notes (various) | $8,750 | $8,735 | $8,686 | | Sirius XM Incremental Term Loan | $500 | $500 | $500 | | **Formula One Group** | | | | | 1% Cash Convertible Notes due 2023 | $0 | $0 | $44 | | 2.25% Convertible Senior Notes due 2027 | $475 | $480 | $458 | | Senior Loan Facility | $2,407 | $2,377 | $2,389 | | **Liberty Live Group** | | | | | 0.5% Exchangeable Senior Debentures due 2050 | $62 | $69 | NA | | 2.375% Exchangeable Senior Debentures due 2053 | $1,150 | $1,248 | NA | | **Total Debt** | **$15,258** | **$15,360** | **$16,632** | - In 2023, Liberty repurchased **$790 million** of **1.375% Cash Convertible Senior Notes due 2023** and **$387 million** of **2.125% Exchangeable Senior Debentures due 2048**[765](index=765&type=chunk)[773](index=773&type=chunk) - Liberty issued **$575 million of 3.75% Convertible Senior Notes due 2028** and **$1.15 billion of 2.375% Exchangeable Senior Debentures due 2053** in 2023[772](index=772&type=chunk)[778](index=778&type=chunk) - Formula 1 refinanced its Senior Loan Facility in November 2022, including a new **$725 million Term Loan A**, a refinanced **$1.7 billion Term Loan B**, and a new **$500 million revolving credit facility**[795](index=795&type=chunk) - As of December 31, 2023, Liberty, Sirius XM Holdings, and Formula 1 were in compliance with all debt covenants[796](index=796&type=chunk) Fair Value of Sirius XM Holdings Publicly Traded Debt (December 31, 2023) | Debt Instrument | Fair Value (millions) | | :------------------------------------ | :-------------------- | | Sirius XM 3.125% Senior Notes due 2026 | $932 | | Sirius XM 5.0% Senior Notes due 2027 | $1,444 | | Sirius XM 4.0% Senior Notes due 2028 | $1,827 | | Sirius XM 5.50% Senior Notes due 2029 | $1,202 | | Sirius XM 4.125% Senior Notes due 2030 | $1,326 | | Sirius XM 3.875% Senior Notes due 2031 | $1,277 | Annual Principal Maturities of Outstanding Debt (Next Five Years) | Year | Amount (millions) | | :--- | :---------------- | | 2024 | $542 | | 2025 | $43 | | 2026 | $1,756 | | 2027 | $2,069 | | 2028 | $3,085 | [(10) Leases](index=149&type=section&id=(10)%20Leases) This note details Liberty Media's lease accounting for operating and finance leases, including right-of-use assets, liabilities, total lease cost, and future minimum payments - Liberty Media recognizes operating lease right-of-use assets and liabilities based on the present value of future lease payments, excluding short-term leases[801](index=801&type=chunk) Components of Lease Expense (2023-2021) | Component | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :-------------------- | :-------------- | :-------------- | :-------------- | | Finance lease cost | $24 | $37 | $41 | | Operating lease cost | $71 | $89 | $89 | | Short-term operating lease cost | $67 | $0 | $0 | | Sublease income | $(3) | $(3) | $(4) | | **Total lease cost** | **$159** | **$123** | **$126** | Weighted-Average Lease Terms and Discount Rates (2023-2021) | Metric | 2023 | 2022 | 2021 | | :----------------------------------- | :------ | :------ | :------ | | Weighted-average remaining lease term (years): | | | | | Finance leases | 3.0 | 24.4 | 27.7 | | Operating leases | 7.3 | 8.2 | 8.4 | | Weighted-average discount rate: | | | | | Finance leases | 2.3% | 4.5% | 4.7% | | Operating leases | 5.2% | 5.3% | 5.2% | Future Minimum Payments Under Noncancelable Leases (December 31, 2023) | Year | Finance leases (millions) | Operating leases (millions) | | :-------- | :------------------------ | :-------------------------- | | 2024 | $4 | $69 | | 2025 | $6 | $72 | | 2026 | $5 | $64 | | 2027 | $0 | $59 | | 2028 | $0 | $52 | | Thereafter | $0 | $132 | | **Total lease payments** | **$15** | **$448** | | Less: implied interest | $0 | $72 | | **Present value of lease liabilities** | **$15** | **$376** | [(11) Income Taxes](index=152&type=section&id=(11)%20Income%20Taxes) This note details Liberty Media's income tax expense, deferred tax assets/liabilities, effective tax rate, unrecognized tax benefits, and the tax sharing agreement with Sirius XM Holdings Income Tax Benefit (Expense) (2023-2021) | Category | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :------- | :-------------- | :-------------- | :-------------- | | Current | $(209) | $(151) | $(86) | | Deferred | $(14) | $(13) | $41 | | **Total**| **$(223)** | **$(164)** | **$(45)** | - Liberty Media's effective tax rate was **19% in 2023** and **7% in 2022**[469](index=469&type=chunk) - In 2023, the effective tax rate was lower than the **21% U.S. federal tax rate** due to tax credits from alternative energy investments[812](index=812&type=chunk) Deferred Income Tax Assets and Liabilities (December 31, 2023 vs. 2022) | Item | 2023 (millions) | 2022 (millions) | | :------------------------ | :-------------- | :-------------- | | Deferred tax assets | $1,507 | $1,696 | | Valuation allowance | $(96) | $(116) | | **Net deferred tax assets** | **$1,411** | **$1,580** | | Deferred tax liabilities | $2,884 | $3,096 | | **Net deferred tax liabilities** | **$1,473** | **$1,516** | - As of December 31, 2023, the Company had **$1,062 million in deferred tax assets** for federal, state, and foreign NOLs and tax credit carryforwards[818](index=818&type=chunk) Reconciliation of Unrecognized Tax Benefits (2023-2021) | Item | 2023 (millions) | 2022 (millions) | 2021 (millions) | | :------------------------------------ | :-------------- | :-------------- | :-------------- | | Balance at beginning of year | $198 | $179 | $432 | | Decrease for tax positions of prior years | $(60) | $(17) | $(2) | | Increase (decrease) in tax positions for current year | $29 | $31 | $(10) | | Increase in tax positions from prior years | $4 | $5 | $9 | | Settlements with tax authorities | $0 | $0 | $(250) | | **Balance at end of year** | **$171** | **$198** | **$179** | - As of December 31, 2023, the Company had **$171 million in unrecognized tax benefits**, which would affect tax expense if recognized[821](index=821&type=chunk) - Liberty and Sirius XM Holdings became members of the same consolidated federal income tax group on **November 3, 2021**, governed by a tax sharing agreement[825](index=825&type=chunk) [(12) Stockholders' Equity](index=156&type=section&id=(12)%20Stockholders'%20Equity) This note details Liberty Media's stockholders' equity, including common stock voting rights, share repurchases, Sirius XM Holdings dividends, and the dissolution of LMAC - Liberty Media's common stock includes **Series A (one vote/share)**, **Series B (ten votes/share)**, and **Series C (no votes/share)** for each tracking group[830](index=830&type=chunk) - The Company did not repurchase any of its common stock during the year ended December 31, 2023[833](index=833&type=chunk) Sirius XM Holdings Cash Dividends Paid | Year | Aggregate Amount Paid (millions) | Amount Received by Liberty (millions) | | :--- | :------------------------------- | :------------------------------------ | | 2023 | $383 | $318 | | 2022 | $1,339 | $1,090 | | 2021 | $268 | $210 | - **Liberty Media Acquisition Corporation (LMAC)** was dissolved in December 2022 after failing to complete an initial business combination[837](index=837&type=chunk)[840](index=840&type=chunk) [(13) Related Party Transactions with Officers and Directors](index=157&type=section&id=(13)%20Related%20Party%20Transactions%20with%20Officers%20and%20Directors) This note details CEO Gregory B. Maffei's compensation, including salary, bonuses, and equity awards, along with Chairman John C. Malone's exchange agreement and deferred compensation - Liberty Media's CEO, Gregory B. Maffei, has a five-year employment term (2020-2024) with a **$3 million annual base salary**, a **$5 million one-time cash bonus**, and a **$17 million annual target cash performance bonus**[845](index=845&type=chunk) - The CEO received Upfront Equity Awards with an aggregate grant date fair value (GDFV) of **$90 million**, vesting on December 31, 2023, and December 31, 2024[846](index=846&type=chunk) - Beginning in 2020, the CEO receives annual equity awards with an aggregate GDFV of **$17.5 million**, consisting of time-vested options and/or performance-based restricted stock units[847](index=847&type=chunk) - An exchange agreement with Chairman John C. Malone aims to maintain his aggregate voting power at or below **49.5%** through Series B and Series C common stock exchanges[850](index=850&type=chunk)[851](index=851&type=chunk)[852](index=852&type=chunk) - Mr. Malone receives monthly installments from two deferred compensation plans (**8% Plan** and **13% Plan**) and a salary continuation plan, which began in February 2009[856](index=856&type=chunk) [(14) Stock-Based Compensation](index=160&type=section&id=(14)%20Stock-Based%20Compensation) This note details Liberty Media's stock-based compensation plans, including grants of restricted stock, RSUs, and stock options, along with adjustments, outstanding awards, and unrecognized compensation costs - Liberty Media grants restricted stock, restricted stock units, and stock options to directors and employees, generally vesting over **1-5 years** with **7-10 year terms**[857](index=857&type=chunk)[858](index=858&type=chunk) - Option awards were adjusted due to the Formula One Distribution and Reclassification to preserve intrinsic value and exercise price to market price ratio[859](index=859&type=chunk)[860](index=860&type=chunk)[863](index=863&type=chunk) Liberty Stock Option Grants (2023-2021) | Stock Type / Recipient | 2023 Options Granted (000's) | 2023 Weighted Average GDFV ($) | 2022 Options Granted (000's) | 2022 Weighted Average GDFV ($) | 2021 Options Granted (000's) | 2021 Weighted Average GDFV ($) | | :--------------------------------- | :--------------------------- | :----------------------------- | :--------------------------- | :----------------------------- | :--------------------------- | :----------------------------- | | Series C Liberty SiriusXM (employees/directors) | 19 | 8.98 | 42 | 13.31 | 66 | 14.54 | | Series C Liberty SiriusXM (CEO) | 370 | 10.34 | 212 | 14.45 | 257 | 13.73 | | Series C Liberty Formula One (employees/directors) | 246 | 25.78 | 34 | 23.94 | 55 | 18.79 | | Series C Liberty Formula One (CEO) | 0 | 0 | 181 | 21.31 | 0 | 0 | | Series C Liberty Formula One (Formula 1 employees) | 71 | 30.70 | 86 | 21.31 | 718 | 15.96 | | Series C Liberty Live (employees/directors) | 74 | 13.71 | NA | NA | NA | NA | | Series C Liberty Braves (employees/directors) | 3 | 14.24 | 10 | 12.40 | 23 | 9.93 | | Series C Liberty Braves (CEO) | 0 | 0 | 95 | 9.16 | 0 | 0 | Liberty SiriusXM Series C Options Outstanding (December 31, 2023) | Status | Options (000's) | WAEP ($) | Weighted Average Remaining Life (years) | Aggregate Intrinsic Value (millions) | | :---------------------- | :-------------- | :------- | :-------------------------------------- | :----------------------------------- | | Outstanding at Dec 31, 2023 | 5,863 | 29.13 | 2.8 | $6 | | Exercisable at Dec 31, 2023 | 5,051 | 29.08 | 2.6 | $6 | Liberty Formula One Series C Options Outstanding (December 31, 2023) | Status | Options (000's) | WAEP ($) | Weighted Average Remaining Life (years) | Aggregate Intrinsic Value (millions) | | :---------------------- | :-------------- | :------- | :-------------------------------------- | :----------------------------------- | | Outstanding at Dec 31, 2023 | 6,599 | 37.62 | 3.2 | $169 | | Exercisable at Dec 31, 2023 | 5,717 | 35.94 | 2.9 | $156 | Liberty Live Series C Options Outstanding (December 31, 2023) | Status | Options (000's) | WAEP ($) | Weighted Average Remaining Life (years) | Aggregate Intrinsic Value (millions) | | :---------------------- | :-------------- | :------- | :-------------------------------------- | :----------------------------------- | | Outstanding at Dec 31, 2023 | 1,652 | 42.36 | 3.0 | $3 | | Exercisable at Dec 31, 2023 | 1,348 | 42.86 | 2.6 | $2 | - The aggregate intrinsic value of all options exercised by Liberty employees during 2023 was **$43 million**[879](index=879&type=chunk) - As of December 31, 2023, total unrecognized compensation cost for Liberty's unvested awards was approximately **$29 million**, to be recognized over **1.7 years**[877](index=877&type=chunk) - As of December 31, 2023, total unrecognized compensation cost for Sirius XM Holdings' unvested stock options was **$423 million**, to be recognized over approximately **2.6 years**[884](index=884&type=chunk) [(15) Employee Benefit Plans](index=166&type=section&id=(15)%20Employee%20Benefit%20Plans) Liberty Media sponsors a 401(k) Savings Plan with matching contributions; total employer cash contributions were $30 million in 2023 - Liberty Media sponsors the **Liberty Media 401(k) Savings Plan**, offering employees investment opportunities in company stock and mutual funds[885](index=885&type=chunk) Employer Cash Contributions to Employee Benefit Plans | Year | Amount (millions) | | :--- | :---------------- | | 2023 | $30 | | 2022 | $32 | | 2021 | $35 | [(16) Other Comprehensive Earnings (Loss)](index=166&type=section&id=(16)%20Other%20Comprehensive%20Earnings%20(Loss)) This note outlines the components of accumulated other comprehensive earnings (loss) (AOCI), including foreign currency adjustments, unrealized gains/losses, and tax effects - AOCI includes foreign currency translation adjustments, unrealized holding gains/losses on debt and equity securities, and Liberty's share of affiliates' AOCI[886](index=886&type=chunk) Change in Components of Accumulated Other Comprehensive Earnings (Loss) (AOCI) (2021-2023) | Item | Balance at Jan 1, 2021 (millions) | Other comprehensive earnings (loss) attributable to Liberty stockholders (millions) | Balance at Dec 31, 2021 (millions) | Other comprehensive earnings (loss) attributable to Liberty stockholders (millions) | Balance at Dec 31, 2022 (millions) | Other comprehensive earnings (loss) attributable to Liberty stockholders (millions) | Balance at Dec 31, 2023 (millions) | | :---------------------------------- | :-------------------------------- | :-------------------------------------------------------------------------------- | :--------------------------------- | :-------------------------------------------------------------------------------- | :--------------------------------- | :-------------------------------------------------------------------------------- | :--------------------------------- | | Unrealized holding gains (losses) on securities | $(19) | $(1) | $(20) | $18 | $(2) | — | $(2) | | Foreign currency translation adjustment | $(7) | $(4) | $(11) | $(65) | $(76) | $19 | $(57) | | Other | $104 | $(78) | $26 | $13 | $39 | $32 | $71 | | **AOCI** | **$78** | **$(83)** | **$(5)** | **$(34)** | **$(39)** | **$51** | **$12** | Tax Effects Related to Components of Other Comprehensive Earnings (Loss) (2023-2021) | Item | Before-tax amount (millions) | Tax (expense) benefit (millions) | Net-of-tax amount (millions) | | :---------------------------------- | :--------------------------- | :------------------------------- | :--------------------------- | | **Year ended December 31, 2023:** | |

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 37-1699499 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 37-1699499 (Stat ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 37-1699499 (Sta ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware (State or other juri ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35707 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 37-1699499 ...