Liberty(LLYVA) - 2025 Q2 - Quarterly Report

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