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 | Title of each class | Trading Symbol | Name of each exchange on which registered | | - ...

Executive Summary & Headlines [Fourth Quarter and Year End 2023 Headlines](index=1&type=section&id=Fourth%20Quarter%20and%20Year%20End%202023%20Headlines) Liberty Media reported Q4 and full-year 2023 results, highlighting SiriusXM's $8.95 billion revenue, F1 growth, and Liberty Live's $6.5 billion Live Nation investment - SiriusXM reported full year 2023 revenue of **$8.95 billion**, net income of **$1.26 billion**, diluted EPS of **$0.32**, adjusted EBITDA of **$2.79 billion**, and free cash flow of **$1.20 billion**[1](index=1&type=chunk) - The planned combination of Liberty SiriusXM Group and SiriusXM is expected to be completed in **early third quarter 2024**[1](index=1&type=chunk) - Formula 1 fan attendance reached **6 million** in 2023, up **5%** compared to 2022, with **1.5 billion** cumulative TV viewers and **70.5 million** social media followers[1](index=1&type=chunk) - The inaugural Las Vegas Grand Prix generated over **16 billion** global social media impressions during race week[1](index=1&type=chunk) - The fair value of Liberty Live Group's Live Nation investment was **$6.5 billion** as of December 31, 2023[3](index=3&type=chunk) [CEO Commentary](index=3&type=section&id=CEO%20Commentary) CEO Greg Maffei highlighted Liberty Media's productive 2023, noting strategic transactions, F1's double-digit growth, and strong performance from SiriusXM and Live Nation - Liberty Media had a productive 2023, marked by the split-off of the Atlanta Braves, the creation of the Liberty Live Group tracking stock, and the announcement of the combination of Liberty SiriusXM Group with SiriusXM[3](index=3&type=chunk) - Formula 1 experienced another fantastic year with **double-digit growth** across all revenue streams, with the Las Vegas Grand Prix generating massive global buzz[3](index=3&type=chunk) - SiriusXM achieved several strategic milestones, including the launch of its next-generation app and investments in marquee talent, while effectively managing its cost structure[3](index=3&type=chunk) - Live Nation is successfully leveraging the globalization of the music industry, with **2024 projected to surpass a record-setting 2023**[3](index=3&type=chunk) Liberty SiriusXM Group [Financial Results](index=3&type=section&id=Liberty%20SiriusXM%20Group%20Financial%20Results) Liberty SiriusXM Group's full-year 2023 revenue decreased 1% to **$8,953 million**, with operating income and Adjusted OIBDA also declining Liberty SiriusXM Group Financial Results (Full Year) | Metric | 2022 (millions) | 2023 (millions) | % Change | | :----------------------- | :-------------- | :-------------- | :------- | | Revenue (SiriusXM) | $9,003 | $8,953 | (1)% | | Total Liberty SiriusXM Group Revenue | $9,003 | $8,953 | (1)% | | Operating Income (SiriusXM) | $1,958 | $1,876 | (4)% | | Corporate and other Operating Income | ($39) | ($68) | (74)% | | Total Liberty SiriusXM Group Operating Income | $1,919 | $1,808 | (6)% | | Adjusted OIBDA (SiriusXM) | $2,833 | $2,774 | (2)% | | Corporate and other Adjusted OIBDA | ($26) | ($42) | (62)% | | Total Liberty SiriusXM Group Adjusted OIBDA | $2,807 | $2,732 | (3)% | - Corporate level selling, general and administrative expense allocated to Liberty SiriusXM Group was **$61 million** for the full year 2023, an increase from **$39 million** in 2022[5](index=5&type=chunk)[6](index=6&type=chunk) [Business Overview](index=5&type=section&id=Liberty%20SiriusXM%20Group%20Business%20Overview) Liberty SiriusXM Group's primary assets are Liberty Media's interest in SiriusXM and Pandora, with financial results presented without purchase accounting adjustments - The businesses and assets attributed to Liberty SiriusXM Group primarily consist of Liberty Media's interest in SiriusXM, including its subsidiary Pandora[8](index=8&type=chunk) - Financial results for SiriusXM are presented as reported by SiriusXM, without Liberty Media's purchase accounting adjustments, to maintain comparability with SiriusXM's historical financial presentation[7](index=7&type=chunk) [Cash and Debt](index=9&type=section&id=Liberty%20SiriusXM%20Group%20Cash%20and%20Debt) Liberty SiriusXM Group's total attributed debt decreased by **$434 million** in Q4 2023 due to repayments, with cash and cash equivalents declining by **$21 million** Liberty SiriusXM Group Cash and Debt (amounts in millions) | Metric | 9/30/2023 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Cash and Cash Equivalents Attributable to Liberty SiriusXM Group | $327 | $306 | | Total Attributed Liberty SiriusXM Group Debt | $11,540 | $11,106 | - Total cash and cash equivalents attributed to Liberty SiriusXM Group decreased by **$21 million** during the fourth quarter of 2023[27](index=27&type=chunk) - Total debt attributed to Liberty SiriusXM Group decreased by **$434 million** during the fourth quarter, driven by debt repayments at both Liberty SiriusXM Group and SiriusXM[29](index=29&type=chunk) - Liberty SiriusXM Group retired **$199 million** of 1.375% cash convertible notes and paid down **$80 million** on its SiriusXM margin loan in Q4 2023[29](index=29&type=chunk) - Liberty SiriusXM Group received **$85 million** in dividends from SiriusXM during the fourth quarter and **$318 million** for the full year ended December 31, 2023[28](index=28&type=chunk) Formula One Group [Financial Results](index=5&type=section&id=Formula%20One%20Group%20Financial%20Results) The Formula One Group demonstrated strong financial growth in 2023, with total revenue increasing by 25% to **$3,222 million** and operating income surging by 64% Formula One Group Financial Results (Full Year) | Metric | 2022 (millions) | 2023 (millions) | % Change | | :----------------------- | :-------------- | :-------------- | :------- | | Revenue (Formula 1) | $2,573 | $3,222 | 25% | | Total Formula One Group Revenue | $2,573 | $3,222 | 25% | | Operating Income (Formula 1) | $239 | $392 | 64% | | Total Formula One Group Operating Income | $173 | $297 | 72% | | Adjusted OIBDA (Formula 1) | $593 | $725 | 22% | | Total Formula One Group Adjusted OIBDA | $551 | $686 | 24% | - Corporate level selling, general and administrative expense allocated to Formula One Group was **$72 million** for the full year 2023, an increase from **$66 million** in 2022[9](index=9&type=chunk)[10](index=10&type=chunk) [F1 Operating Results](index=6&type=section&id=F1%20Operating%20Results) Formula 1's operating results for 2023 showed significant growth, with total revenue increasing by 25% to **$3,222 million** and operating income surging by 64% F1 Operating Results (Full Year) | Metric | 2022 (millions) | 2023 (millions) | % Change | | :----------------------------------- | :-------------- | :-------------- | :------- | | Primary Formula 1 revenue | $2,107 | $2,560 | 21% | | Other Formula 1 revenue | $466 | $662 | 42% | | Total Formula 1 revenue | $2,573 | $3,222 | 25% | | Cost of Formula 1 revenue | ($1,750) | ($2,256) | (29)% | | Selling, general and administrative expenses | ($230) | ($241) | (5)% | | Adjusted OIBDA | $593 | $725 | 22% | | Operating income (loss) | $239 | $392 | 64% | [Revenue Breakdown](index=6&type=section&id=F1%20Revenue%20Breakdown) Primary F1 revenue grew 21% in 2023, driven by race promotion, media rights, and sponsorship fees, with other F1 revenue increasing by 42% due to hospitality - Primary F1 revenue grew **21%** in 2023, with increases across all revenue streams: race promotion, media rights, and sponsorship fees[14](index=14&type=chunk) - For the year ended December 31, 2023, race promotion revenue, media rights fees, and sponsorship fees comprised **29.3%**, **32.2%**, and **18.0%** of total F1 revenue, respectively[13](index=13&type=chunk) - Race promotion revenue growth was primarily driven by ticketing revenue from the inaugural Las Vegas Grand Prix and other contractual fee increases[14](index=14&type=chunk)[15](index=15&type=chunk) - Sponsorship revenue increased due to the Las Vegas Grand Prix, new sponsors, and growth from existing sponsors[15](index=15&type=chunk) - Media rights revenue grew due to increased fees from new/renewed agreements and continued growth in F1 TV subscriptions[15](index=15&type=chunk) - Other F1 revenue increased primarily due to higher hospitality revenue from the Las Vegas Grand Prix and Paddock Club growth at other events[15](index=15&type=chunk) [Operating Expenses](index=6&type=section&id=F1%20Operating%20Expenses) F1's operating expenses increased in 2023, with team payments rising 5% and other cost of F1 revenue surging by 76% due to Las Vegas Grand Prix promotion - Team payments increased **5%** in 2023, driven by F1 revenue growth and the associated impact on the calculation of team payments, which are **100% variable** under the 2021 Concorde Agreement[16](index=16&type=chunk) - Team payments as a percent of pre-team payment adjusted OIBDA decreased from **66%** in 2022 to **63%** in 2023[16](index=16&type=chunk) - Other cost of F1 revenue increased by **76%** for the full year, primarily due to costs associated with promoting, organizing, and delivering the Las Vegas Grand Prix, as well as higher hospitality costs[12](index=12&type=chunk)[16](index=16&type=chunk) - Selling, general and administrative expenses increased for the full year due to higher personnel, IT, and marketing costs, including those related to the Las Vegas Grand Prix, partially offset by lower legal and professional fees and foreign exchange favorability[16](index=16&type=chunk) [Business Overview](index=7&type=section&id=Formula%20One%20Group%20Business%20Overview) The Formula One Group's core business revolves around Liberty Media's subsidiary F1, including the global motorsport championship and, as of January 2024, Quint - The businesses and assets attributed to Formula One Group primarily consist of Liberty Media's subsidiary F1 and other minority investments[17](index=17&type=chunk) - As of January 3, 2024, the Formula One Group's assets include Quint, following its acquisition[1](index=1&type=chunk)[17](index=17&type=chunk) [Cash and Debt](index=9&type=section&id=Formula%20One%20Group%20Cash%20and%20Debt) Formula One Group's cash and cash equivalents decreased by **$62 million** in Q4 2023 due to capital expenditures, while total attributed debt remained relatively flat Formula One Group Cash and Debt (amounts in millions) | Metric | 9/30/2023 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Cash and Cash Equivalents Attributable to Formula One Group | $1,470 | $1,408 | | Total Attributed Formula One Group Debt | $2,945 | $2,940 | | Formula 1 leverage (Net debt to covenant OIBDA) | 2.2x | 1.9x | - Total cash and cash equivalents attributed to Formula One Group decreased by **$62 million** during the fourth quarter, primarily due to capital expenditures related to the Las Vegas Grand Prix[30](index=30&type=chunk) - Total debt attributed to Formula One Group was relatively flat in the fourth quarter of 2023[30](index=30&type=chunk) Liberty Live Group [Business Overview](index=7&type=section&id=Liberty%20Live%20Group%20Business%20Overview) The Liberty Live Group's assets primarily consist of Liberty Media's interest in Live Nation and other minority investments, with **$11 million** in corporate expenses allocated for 2023 - The businesses and assets attributed to Liberty Live Group consist primarily of Liberty Media's interest in Live Nation and other minority investments[19](index=19&type=chunk) - Liberty Live Group was allocated **$11 million** of corporate level selling, general and administrative expense (including stock-based compensation expense) for the full year 2023[18](index=18&type=chunk) [Cash and Debt](index=9&type=section&id=Liberty%20Live%20Group%20Cash%20and%20Debt) Liberty Live Group's cash and cash equivalents decreased by **$10 million** in Q4 2023, mainly due to interest payments, while total attributed debt remained flat Liberty Live Group Cash and Debt (amounts in millions) | Metric | 9/30/2023 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Cash and Cash Equivalents Attributable to Liberty Live Group | $315 | $305 | | Total Attributed Liberty Live Group Debt | $1,212 | $1,212 | - Total cash and cash equivalents attributed to Liberty Live Group decreased by **$10 million** during the fourth quarter, primarily due to interest payments[31](index=31&type=chunk) - Total debt attributed to Liberty Live Group was flat during the fourth quarter of 2023[31](index=31&type=chunk) Corporate Financials & Other Information [Share Repurchases](index=8&type=section&id=Share%20Repurchases) Liberty Media did not repurchase any common stock between November 2023 and January 2024, retaining a **$1.1 billion** repurchase authorization as of February 1, 2024 - There were no repurchases of Liberty Media's common stock from November 1, 2023, through January 31, 2024[20](index=20&type=chunk) - The total remaining repurchase authorization for Liberty Media as of February 1, 2024, is **$1.1 billion**, applicable to common shares of any Liberty Media tracking stocks[20](index=20&type=chunk) [Fair Value of Corporate Public Holdings](index=8&type=section&id=Fair%20Value%20of%20Corporate%20Public%20Holdings) The fair value of Liberty Live Group's Live Nation investment increased to **$6,519 million** by December 31, 2023, while Liberty SiriusXM Group no longer held Atlanta Braves Holdings shares Fair Value of Corporate Public Holdings (amounts in millions) | Holding | 9/30/2023 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Liberty SiriusXM Group (Atlanta Braves Holdings, Inc.) | $65 | $0 | | Liberty Live Group (Live Nation Investment) | $5,783 | $6,519 | | Liberty Live Group (Other Monetizable Public Holdings) | $102 | $113 | | Total Liberty Live Group | $5,885 | $6,632 | | Total Liberty Media | $5,950 | $6,632 | - In Q4 2023, Liberty SiriusXM Group exchanged its **1.8 million** shares of Atlanta Braves Holdings Series C common stock to satisfy certain debt obligations, resulting in no remaining shares[22](index=22&type=chunk) [Consolidated Cash and Debt](index=9&type=section&id=Consolidated%20Cash%20and%20Debt) Liberty Media's total consolidated cash and cash equivalents decreased to **$2,019 million** by December 31, 2023, with total consolidated debt also reducing to **$15,360 million** Consolidated Cash and Debt (amounts in millions) | Metric | 9/30/2023 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Total Consolidated Cash and Cash Equivalents (GAAP) | $2,112 | $2,019 | | Total Liberty Media Corporation Debt (GAAP) | $15,663 | $15,360 | - Liberty Media and its consolidated subsidiaries were in compliance with their debt covenants as of December 31, 2023[26](index=26&type=chunk) [Consolidated Balance Sheet](index=14&type=section&id=Consolidated%20Balance%20Sheet) As of December 31, 2023, Liberty Media's consolidated total assets were **$41,168 million**, with total liabilities at **$21,723 million** and total equity/attributed net assets at **$16,396 million** Consolidated Balance Sheet (December 31, 2023, amounts in millions) | Asset/Liability/Equity | Amount | | :----------------------------------- | :----- | | Cash and cash equivalents | $2,019 | | Total current assets | $3,377 | | Investments in affiliates, accounted for using the equity method | $1,089 | | Property and equipment, net | $2,083 | | Goodwill | $19,165 | | FCC licenses | $8,600 | | Total assets | $41,168 | | Total current liabilities | $4,743 | | Long-term debt | $14,180 | | Total liabilities | $21,723 | | Equity / Attributed net assets | $16,396 | | Noncontrolling interests in equity of subsidiaries | $3,049 | | Total liabilities and equity | $41,168 | [Consolidated Statement of Operations](index=15&type=section&id=Consolidated%20Statement%20of%20Operations) For 2023, Liberty Media reported consolidated total revenue of **$12,525 million** and stable operating income, but net earnings attributable to stockholders decreased to **$761 million** Consolidated Statement of Operations (Twelve months ended December 31, amounts in millions) | Metric | 2022 | 2023 | | :----------------------------------- | :----- | :----- | | Total revenue | $12,164 | $12,525 | | Operating income (loss) | $2,064 | $2,063 | | Interest expense | ($689) | ($782) | | Realized and unrealized gains (losses) on financial instruments, net | $599 | ($323) | | Earnings (loss) before income taxes | $2,193 | $1,185 | | Net earnings (loss) | $2,029 | $962 | | Net earnings (loss) attributable to Liberty stockholders | $1,815 | $761 | - Consolidated total revenue increased by **$361 million (3%)** from **$12,164 million** in 2022 to **$12,525 million** in 2023[39](index=39&type=chunk)[41](index=41&type=chunk) - Net earnings attributable to Liberty stockholders decreased by **$1,054 million** from **$1,815 million** in 2022 to **$761 million** in 2023[39](index=39&type=chunk)[41](index=41&type=chunk) [Consolidated Statement of Cash Flows](index=17&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In 2023, consolidated net cash provided by operating activities was **$2,464 million**, while net cash used in investing activities increased to **$1,240 million** and financing activities decreased to **$1,473 million** Consolidated Statement of Cash Flows (Twelve months ended December 31, amounts in millions) | Metric | 2022 | 2023 | | :----------------------------------- | :----- | :----- | | Net cash provided (used) by operating activities | $2,546 | $2,464 | | Net cash provided (used) by investing activities | ($46) | ($1,240) | | Net cash provided (used) by financing activities | ($3,148) | ($1,473) | | Net increase (decrease) in cash, cash equivalents and restricted cash | ($648) | ($248) | | Cash, cash equivalents and restricted cash at end of period | $2,276 | $2,028 | - Net cash provided by operating activities decreased by **$82 million** from **$2,546 million** in 2022 to **$2,464 million** in 2023[43](index=43&type=chunk)[46](index=46&type=chunk) - Net cash used by investing activities increased significantly from **$46 million** in 2022 to **$1,240 million** in 2023, primarily due to higher capital expenditures[43](index=43&type=chunk)[46](index=46&type=chunk) - Net cash used by financing activities decreased from **$3,148 million** in 2022 to **$1,473 million** in 2023, reflecting changes in debt borrowings and repayments[43](index=43&type=chunk)[46](index=46&type=chunk) Non-GAAP Financial Measures [Adjusted OIBDA](index=21&type=section&id=Adjusted%20OIBDA) Adjusted OIBDA, a non-GAAP measure, is used by Liberty Media to assess operational strength by excluding non-recurring or non-operational items - Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and other related costs, and impairment charges[47](index=47&type=chunk) - Liberty Media uses Adjusted OIBDA as an important indicator of operational strength and performance, allowing for analytical comparisons and benchmarking between businesses[48](index=48&type=chunk) Adjusted OIBDA Reconciliation (Full Year, amounts in millions) | Metric | 2022 | 2023 | | :----------------------------------- | :----- | :----- | | Liberty SiriusXM Group Operating income (loss) | $1,919 | $1,808 | | Liberty SiriusXM Group Adjusted OIBDA | $2,807 | $2,732 | | Formula One Group Operating income (loss) | $173 | $297 | | Formula One Group Adjusted OIBDA | $551 | $686 | | Liberty Live Group Operating income (loss) | NA | ($11) | | Liberty Live Group Adjusted OIBDA | NA | ($9) | | Liberty Media Corporation (Consolidated) Operating income (loss) | $2,064 | $2,063 | | Liberty Media Corporation (Consolidated) Adjusted OIBDA | $3,419 | $3,423 | [SiriusXM Adjusted EBITDA](index=22&type=section&id=SiriusXM%20Adjusted%20EBITDA) SiriusXM's Adjusted EBITDA, a non-GAAP measure, provides insight into its operating performance by excluding interest, taxes, depreciation, amortization, and certain non-recurring charges - SiriusXM defines Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization, and adjusts for loss on extinguishment of debt, share-based payment expense, impairment, restructuring and acquisition costs, legal settlements/reserves, and other significant operating expenses[52](index=52&type=chunk)[53](index=53&type=chunk) - Adjusted EBITDA is considered a useful measure for analyzing past and current operating performance and comparing it to other companies in the communications, entertainment, and media sectors[53](index=53&type=chunk) SiriusXM Adjusted EBITDA Reconciliation (For the Years Ended December 31, amounts in millions) | Metric | 2022 | 2023 | | :----------------------------------- | :----- | :----- | | Net income | $1,213 | $1,258 | | Add back items excluded from Adjusted EBITDA: | | | | Legal settlements and reserves | $0 | $24 | | Impairment, restructuring and acquisition costs | $64 | $82 | | Share-based payment expense | $197 | $184 | | Depreciation and amortization | $536 | $554 | | Interest expense | $422 | $423 | | Other expense (income) | $9 | $5 | | Income tax (benefit) expense | $392 | $260 | | Adjusted EBITDA | $2,833 | $2,790 | [SiriusXM Free Cash Flow](index=23&type=section&id=SiriusXM%20Free%20Cash%20Flow) SiriusXM's Free Cash Flow, a non-GAAP measure, is derived from operating activities cash flow, adjusted for capital expenditures, and decreased to **$1,203 million** in 2023 - SiriusXM's Free Cash Flow is derived from cash flow provided by operating activities plus insurance recoveries on its satellites, net of additions to property and equipment and purchases of other investments[55](index=55&type=chunk) - Free Cash Flow is used by management and the board to evaluate cash generated by operations, net of capital expenditures, for purposes such as subscriber acquisition, debt repurchase, acquisitions, and returning capital to stockholders[55](index=55&type=chunk) SiriusXM Free Cash Flow Reconciliation (For the Years Ended December 31, amounts in millions) | Metric | 2022 | 2023 | | :----------------------------------- | :----- | :----- | | Net cash provided by operating activities | $1,976 | $1,850 | | Additions to property and equipment | ($426) | ($650) | | Sales of other investments | $1 | $3 | | Free cash flow | $1,551 | $1,203 | - SiriusXM's Free Cash Flow decreased by **$348 million** from **$1,551 million** in 2022 to **$1,203 million** in 2023[56](index=56&type=chunk) Important Notices & Forward-Looking Statements [Important Notice](index=11&type=section&id=Important%20Notice) Liberty Media Corporation announced a conference call for February 28, 2024, at 10:00 a.m. (E.T.) to discuss its earnings release, with access details provided - Liberty Media Corporation held an earnings conference call on February 28, 2024, at 10:00 a.m. (E.T.) to discuss its earnings release[32](index=32&type=chunk) - The call was accessible via phone at (877) 704-2829 or (215) 268-9864 (passcode 13742815) and broadcast live online at https://www.libertymedia.com/investors/news-events/ir-calendar[32](index=32&type=chunk) [Forward-Looking Statements](index=11&type=section&id=Forward-Looking%20Statements) The press release includes forward-looking statements regarding business strategies and financial performance, subject to various risks and uncertainties, with Liberty Media disclaiming any obligation to update them - The press release contains forward-looking statements concerning business strategies, market potential, future financial performance, the planned combination of Liberty SiriusXM Group and SiriusXM, and expectations for F1 and Live Nation businesses[33](index=33&type=chunk) - These statements involve risks and uncertainties that could cause actual results to differ materially, including changes in market acceptance, regulatory matters, litigation outcomes, technological changes, and access to capital[33](index=33&type=chunk) - Liberty Media expressly disclaims any obligation to disseminate updates or revisions to any forward-looking statement[33](index=33&type=chunk)

Debt and Financial Liabilities - As of December 31, 2023, the company had outstanding corporate-level indebtedness of $3.6 billion[185]. - The corporate-level debt includes $475 million under 2.25% Convertible Senior Notes due 2027 and $1.15 billion under 2.375% Exchangeable Senior Debentures due 2053[186]. - Sirius XM Holdings has approximately $9.3 billion in outstanding indebtedness as of December 31, 2023[291]. - The company’s ability to obtain future financing may be limited, affecting its capacity to develop businesses or complete acquisitions[185]. - The company may face significant tax liabilities if the Split-Off Transactions do not qualify for tax-free treatment under relevant sections of the Internal Revenue Code[195]. - The Split-Off Transactions may trigger significant U.S. federal income tax liability if a 50% or greater interest in the company's stock is acquired as part of a related plan[196]. - The company entered into a tax sharing agreement with ABH, where the company is generally responsible for taxes resulting from the Split-Off Transactions, but ABH must indemnify for certain tax liabilities[197]. - The company may forgo advantageous transactions post-Split-Off to preserve tax-free treatment, which could delay strategic initiatives[199]. Operational Risks and Challenges - The ability to access cash flow from subsidiaries is restricted due to covenant limitations and the presence of non-controlling interests[185]. - The company operates in international markets, which expose it to various operational risks and regulatory compliance challenges[193]. - Cybersecurity threats pose risks to the company's operations, potentially leading to increased costs and loss of revenue due to disruptions or data breaches[200]. - The company has not experienced material cybersecurity incidents to date, but future incidents could adversely affect operations and financial condition[201]. - The company’s businesses are sensitive to pandemics, with potential future impacts on revenue due to canceled events and reduced attendance[202]. - The company is vulnerable to interruptions in services due to potential damage to its data centers and IT systems from various threats[275]. - Interruption or failure of IT and communication systems could impair service delivery, leading to revenue loss and customer attrition[272]. - The company may face periodic service interruptions and delays due to reliance on both internal and external systems for customer service and online activities[273]. Market and Competitive Environment - The company’s revenue is significantly dependent on discretionary consumer spending, which may decline during economic downturns[190]. - The success of the company’s businesses is influenced by audience popularity, which is difficult to predict and can affect revenue generation[188]. - Competition in the audio entertainment market is increasing, affecting the company's ability to attract and retain subscribers[205]. - The effectiveness of the company's marketing efforts is crucial for subscriber growth, impacted by various external factors[211]. - The advertising market for podcasts is still developing, and Sirius XM Holdings' ability to profitably monetize these opportunities remains uncertain[220]. - Expenditures by advertisers are cyclical and influenced by economic conditions, which could lead to fluctuations in advertising revenue for Sirius XM Holdings[243]. - The company is focused on building its sales capability to penetrate local advertising markets, but competition with terrestrial radio may hinder its ability to capture market share[249]. - The company relies heavily on the auto industry for subscription growth, and any decline in vehicle sales or factory-installed satellite radios could negatively impact its business[231][233]. - The Pandora ad-supported service has experienced a consistent decline in monthly active users, which may adversely affect advertising revenue and overall business performance[240]. Content and Intellectual Property - Sirius XM Holdings has agreements with automakers to include its service in new vehicles, but these agreements do not guarantee specific installation quantities, posing a risk to subscriber growth[232]. - The company faces challenges in accurately predicting content preferences for its Pandora listeners, which is crucial for retaining and attracting subscribers[252]. - Sirius XM Holdings' ability to market its services and sell advertising may be impacted by evolving privacy and data security laws, potentially limiting its data collection capabilities[257]. - The company is subject to scrutiny regarding its consumer protection practices, including subscription cancellation methods, which could lead to legal challenges and increased compliance costs[258]. - The company is exposed to potential liabilities and reputational harm due to content published through its services, which could lead to costly legal actions[264]. - The integration of AI into Sirius XM Holdings' operations presents challenges, including potential reputational harm and legal liabilities if AI-generated content is deemed deficient or biased[270]. - The company faces increasing licensing costs due to changes in the music rights market, which may reduce the availability of certain music for its services[276]. - Sirius XM Holdings' direct licenses for Pandora services contain onerous terms that may hinder its ability to operate profitably[280]. - The company may incur significant costs from audits related to royalty payments, which could lead to disputes and additional liabilities[283]. Corporate Governance and Structure - The management team has extensive experience, with the CEO having a successful history in Formula 1 and the CFO and Chief Legal Officer having 27 and 28 years of experience, respectively[342]. - The company is subject to contractual restrictions that may limit its ability to take certain actions, including paying dividends and entering into new contracts[342]. - The potential for market confusion exists regarding the ownership of tracking stocks and their associated companies[351]. - The Board of Directors has the authority to change management and allocation policies without stockholder approval, potentially disadvantaging certain groups[367]. - Stockholders will not have a separate class vote in the event of a merger or consolidation, which may result in less favorable consideration for their shares[369]. - The company may dispose of assets attributed to any group without stockholder approval, as long as it does not represent substantially all of the company's assets[371]. - The Board of Directors can convert common stock from one group to another, potentially diluting stockholder interests and affecting market value[376]. - Significant indebtedness incurred by any group could impact the credit ratings and borrowing costs of the company as a whole[360]. - The complex nature of the tracking stock structure may create difficulties for investors in understanding the implications of their investments[362]. - The company may face conflicts of interest among the different stockholder groups, as decisions may not align with the best interests of all groups[362]. - Liberty SiriusXM Group plans to split off into an independent publicly-traded company and merge with Sirius XM Holdings in Q3 2024, subject to various approvals[381]. - The Chairman of the Board, John C. Malone, holds approximately 49% of the aggregate voting power due to owning about 97% of Series B common stock[380]. - The capital structure includes multiple series of common stock, with Series B shares having ten votes per share and Series A shares having one vote per share, complicating acquisition attempts[380]. - Insider transactions may depress the market price of Liberty SiriusXM common stock, Liberty Formula One common stock, and Liberty Live common stock[378]. - The company expects to incur nonrecurring costs related to the Transactions, including investment banking and legal fees, which may be difficult to estimate accurately[382]. - The proposed split-off and merger may not achieve intended benefits or be completed on the anticipated timeline[381]. - Certain provisions in the company's Charter may discourage or delay changes in control that stockholders might find favorable[380]. - The existence of authorized and unissued stock could be used to protect current management or dilute potential acquirers[380]. - The company’s capital structure may inhibit acquisition bids, making it difficult for third parties to acquire any of the groups independently[379]. - The company anticipates that the realization of benefits from the Transactions will offset incurred costs over time, though no assurances can be made[382].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 LIBERTY MEDIA CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 37-1699499 (State or other jurisdiction of incorporation or organization) 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 ...

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 ...

Debt and Financial Condition - As of December 31, 2022, the company had outstanding corporate-level indebtedness of $4.1 billion[220]. - The corporate-level debt includes $790 million under 1.375% cash convertible senior notes due 2023 and $920 million under 0.5% exchangeable senior debentures due 2050[221][222]. - The company's indebtedness increases its vulnerability to adverse economic conditions and limits its ability to borrow additional funds[345]. - Sirius XM Holdings had an aggregate principal amount of approximately $9.5 billion of indebtedness outstanding as of December 31, 2022[344]. Cash Flow and Financing Challenges - The company's ability to access cash flow from subsidiaries is limited due to covenant restrictions and the presence of non-controlling interests[220][223]. - The company may face challenges in obtaining additional financing on acceptable terms, which could impact its ability to develop businesses or complete acquisitions[220]. Economic and Market Risks - Economic uncertainty and inflation may adversely affect consumer demand for the company's products and services, impacting revenue growth[227]. - The ongoing COVID-19 pandemic has introduced significant uncertainties that could adversely affect the company's revenue and operations, with potential long-term impacts on discretionary spending[240]. - The company’s revenue is significantly influenced by discretionary consumer spending, which tends to decline during economic downturns[227]. - Sirius XM Holdings' financial performance is significantly influenced by discretionary consumer spending, which is affected by economic conditions, consumer confidence, and inflationary pressures[268]. Competition and Subscriber Retention - The company faces substantial competition from various content providers, which may impact its ability to attract and retain subscribers[247]. - A substantial number of Sirius XM service subscribers periodically cancel their subscriptions, impacting the company's ability to retain customers and predict churn rates[271]. - The automotive industry is a critical source of subscription growth for Sirius XM, with a significant portion of new subscribers coming from purchasers and lessees of new and used vehicles[276]. - The effectiveness of the company's extensive marketing efforts is crucial for attracting and retaining subscribers, and any decline in effectiveness could adversely affect operations[253]. - The company faces challenges in retaining subscribers who are price-sensitive, particularly those on discounted pricing plans[272]. Operational and Regulatory Risks - The company operates in international markets, which expose it to various operational risks and regulatory compliance challenges[232]. - Legal proceedings involving subsidiaries could have a material adverse impact on the financial condition of the company[231]. - The company is subject to significant regulation by the FCC, and noncompliance could result in fines or license revocation, adversely impacting operations[312]. - Privacy and data security regulations may hinder Sirius XM's ability to market its services and could expose the company to legal liabilities[303]. Technology and Cybersecurity - The effectiveness of Sirius XM's personalized playlist system relies on its ability to gather and analyze listener data, which is crucial for attracting and retaining subscribers[297]. - Sirius XM Holdings has implemented systems to secure its information technology but may still be vulnerable to cyber-attacks, which could lead to data breaches and reputational damage[319]. - The company has increased its monitoring capabilities to enhance early detection of potential security anomalies, but ongoing costs for cybersecurity measures are expected to be material[319]. Podcasting and Content Strategy - The company has entered into multi-year commitments for original podcast content, which may require upfront cash payments and could impact margins if listener interest does not meet expectations[261]. - The company may not be able to successfully monetize its podcasting business, which poses risks to its operating results and financial condition[263]. - The integration of new technologies and competition from other streaming services may impact Sirius XM's ability to attract and retain advertisers for its Pandora service[289]. Formula 1 Business Risks - Formula 1's race promotion, media rights, and sponsorship contracts typically have terms of three to seven years, and the inability to renew or replace these contracts could adversely affect revenue[373]. - Formula 1 is exposed to credit-related losses if counterparties to key commercial contracts fail to perform, particularly as some counterparties are government entities with deteriorating credit quality[374]. - Changes in tax laws, such as the OECD's new "Two Pillar" approach, could result in higher effective tax rates for Formula 1, impacting profitability[379][381]. - Formula 1 faces difficulties in expanding into new markets, which depend on attracting race promoters and the popularity of the brand in those regions[383]. - The new economic relationship between the U.K. and the E.U. post-Brexit may negatively impact Formula 1's business operations and financial results[389]. Performance and Revenue Dependency - The Braves Group's financial success is heavily reliant on the team's on-field performance, which drives ticket sales, premium seating, concessions, and merchandise revenue[413]. - The Braves have made the MLB postseason in seven of the last eleven seasons and were the 2021 World Series Champions, but future performance remains uncertain[413]. - Injuries to key players pose a significant risk to the Braves' on-field success and, consequently, their financial performance[415][416].

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 ...

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, 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 (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, 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 (Sta ...