Liberty(LSXMA) - 2025 Q2 - Quarterly Report

Part I — Financial Information This section provides comprehensive financial statements and related disclosures for Liberty Media Corporation Item 1. Financial Statements This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, cash flows, and detailed notes Condensed Consolidated Balance Sheets This section presents the company's consolidated balance sheets as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 (millions) | December 31, 2024 (millions) | Change (millions) | | :-------------------------------- | :----------------------- | :-------------------------- | :----------------- | | Total assets | $13,821 | $12,948 | +$873 | | Total liabilities | $6,458 | $5,897 | +$561 | | Total equity | $7,363 | $7,051 | +$312 | | Cash and cash equivalents | $3,448 | $2,956 | +$492 | | Current portion of debt | $1,803 | $26 | +$1,777 | | Deferred revenue | $780 | $267 | +$513 | - Total assets increased by $873 million, primarily driven by an increase in cash and cash equivalents[9] - Current portion of debt saw a significant increase from $26 million to $1,803 million, indicating a reclassification of long-term debt to current[9] Condensed Consolidated Statements of Operations This section presents the company's consolidated statements of operations for the three and six months ended June 30 | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Total revenue | $1,341 | $988 | +$353 | $1,788 | $1,575 | +$213 | | Operating income (loss) | $273 | $57 | +$216 | $202 | $150 | +$52 | | Net earnings (loss) from continuing operations | $204 | $158 | +$46 | $209 | $162 | +$47 | | Net earnings (loss) attributable to Liberty stockholders | $204 | $457 | -$253 | $209 | $660 | -$451 | | Basic EPS (Formula One) | $1.53 | $0.10 | +$1.43 | $1.62 | $0.43 | +$1.19 | | Basic EPS (Liberty Live) | $(1.93) | $1.46 | -$3.39 | $(2.12) | $0.66 | -$2.78 | - 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, primarily driven by Formula 1 and QuintEvents[15][156] - Operating income significantly increased by $216 million for the three months and $52 million for the six months ended June 30, 2025, mainly due to improved Formula 1 operating results[15][157] - Net earnings attributable to Liberty stockholders decreased significantly due to the discontinued operations of Liberty SiriusXM common stock in the prior year[15] Condensed Consolidated Statements of Comprehensive Earnings (Loss) This section presents the company's consolidated statements of comprehensive earnings (loss) for the periods ended June 30 | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Net earnings (loss) | $204 | $507 | -$303 | $209 | $752 | -$543 | | Other comprehensive earnings (loss) from continuing operations | $67 | $(13) | +$80 | $72 | $(43) | +$115 | | Comprehensive earnings (loss) attributable to Liberty stockholders | $271 | $456 | -$185 | $281 | $589 | -$308 | - Other comprehensive earnings from continuing operations showed a positive swing, increasing by $80 million for the three months and $115 million for the six months ended June 30, 2025, primarily due to foreign currency translation adjustments and share of other comprehensive earnings of equity affiliates[22] Condensed Consolidated Statements of Cash Flows This section presents the company's consolidated statements of cash flows for the six months ended June 30 | Metric (millions) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------- | | Net cash provided (used) by operating activities | $612 | $394 | +$218 | | Net cash provided (used) by investing activities | $(120) | $(200) | +$80 | | Net cash provided (used) by financing activities | $8 | $6 | +$2 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $509 | $81 | +$428 | - Net cash provided by operating activities increased by $218 million, primarily due to higher net earnings from continuing operations and favorable changes in operating assets and liabilities[25] - Net cash used in investing activities decreased by $80 million, driven by higher cash proceeds from dispositions and foreign currency forward contracts, despite increased cash paid for acquisitions[25] Condensed Consolidated Statements of Equity This section presents the company's consolidated statements of equity for the periods ended June 30 | Metric (millions) | Balance at June 30, 2025 | Balance at December 31, 2024 | Change | | :-------------------------------------- | :----------------------- | :--------------------------- | :----- | | Total equity | $7,363 | $7,051 | +$312 | | Retained earnings | $7,419 | $7,179 | +$240 | | Accumulated other comprehensive earnings (loss) | $(81) | $(153) | +$72 | - Total equity increased by $312 million from December 31, 2024, to June 30, 2025, primarily due to net earnings and other comprehensive earnings[12][27] - Retained earnings increased by $240 million, reflecting the company's net earnings over the period[12][27] Notes to Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, explaining key accounting policies and events (1) Basis of Presentation This note details the company's core business, GAAP basis of presentation, recent MotoGP acquisition, and intercompany agreements - Liberty Media Corporation is primarily engaged in the media and entertainment industries, with Formula 1 as its most significant subsidiary and Live Nation Entertainment, Inc. as its most significant equity method investment[33] - On July 3, 2025, the Company acquired approximately 84% of Dorna Sports, S.L. (MotoGP) for a preliminary purchase price of approximately $3.7 billion, funded by cash on hand and $1.0 billion in borrowings. The acquisition is attributed to the Formula One Group[38][40][152] - The company has various agreements (Reorganization, Services, Facilities Sharing, Tax Sharing, Aircraft Time Sharing) with related publicly traded companies like QVC Group, Liberty Broadband, and Atlanta Braves Holdings to govern relationships and share services[41][42] (2) Discontinued Operations This note explains the split-off of Liberty SiriusXM Holdings in 2024, now presented as a discontinued operation - Liberty completed the split-off of Liberty Sirius XM Holdings on September 9, 2024, redeeming Liberty SiriusXM common stock for shares of Liberty Sirius XM Holdings common stock[47][146] - Following the split-off, Liberty Sirius XM Holdings merged with Sirius XM Holdings Inc., making it an independent public company[48][147] - Liberty Sirius XM Holdings is presented as a discontinued operation due to its strategic shift and significant impact on the Company's operations and financial results[49][151] | Metric (millions) | 3 Months Ended June 30, 2024 | 6 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 clarifies tracking stock structure, business group compositions, and the planned Liberty Live Group split-off - Tracking stocks reflect the economic performance of a particular business group, not the company as a whole; holders are stockholders of the parent corporation[54][57][148] - As of June 30, 2025, the Formula One Group is primarily comprised of Liberty's interests in Formula 1 and QuintEvents, with cash and cash equivalents of approximately $3,140 million[58][149] - As of June 30, 2025, the Liberty Live Group is primarily comprised of Liberty's interest in Live Nation, with cash and cash equivalents of approximately $308 million[59][150] - The Company announced a plan on November 13, 2024, to split off the Liberty Live Group, expected in the second half of 2025, which will result in Liberty Live and Liberty (Formula One) becoming separate publicly traded companies[61][153] (4) Stock-Based Compensation This note details stock-based compensation programs, including expense, awards granted, and unrecognized costs | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock-based compensation expense | $8 | $7 | $10 | $20 | - Stock-based compensation expense decreased by $10 million for the six months ended June 30, 2025, compared to the prior year[65] - 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] | Stock Type | Options Granted (000's) | Weighted Average GDFV | | :-------------------------------------- | :---------------------- | :-------------------- | | Series C Liberty Formula One common stock | 214 | $94.11 | | Series C Liberty Live common stock | 24 | $76.45 | (5) Earnings Attributable to Liberty Media Corporation Stockholders Per Common Share This note presents basic and diluted EPS calculations for Liberty Formula One and Liberty Live common stock, including WASO | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic WASO (Formula One) | 250 | 235 | 249 | 235 | | Diluted WASO (Formula One) | 252 | 238 | 255 | 240 | | Basic WASO (Liberty Live) | 92 | 92 | 92 | 92 | | Diluted WASO (Liberty Live) | 92 | 92 | 92 | 92 | | EPS (per share) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic EPS (Formula One) | $1.53 | $0.10 | $1.62 | $0.43 | | Diluted EPS (Formula One) | $1.52 | $0.10 | $1.55 | $0.42 | | Basic EPS (Liberty Live) | $(1.93) | $1.46 | $(2.12) | $0.66 | | Diluted EPS (Liberty Live) | $(1.93) | $1.46 | $(2.12) | $0.66 | - 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 of assets and liabilities, including financial instruments and associated gains/losses | Category (millions) | June 30, 2025 Total | Level 1 | Level 2 | December 31, 2024 Total | Level 1 | Level 2 | | :-------------------------------------- | :------------------ | :------ | :------ | :---------------------- | :------ | :------ | | 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/Unrealized Gains (Losses) (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 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 | - Realized and unrealized gains (losses) on financial instruments, net, shifted from a gain of $87 million in Q2 2024 to a loss of $129 million in Q2 2025, 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][165] (7) Investments in Affiliates Accounted for Using the Equity Method This note details equity method investments, primarily Live Nation, including carrying amounts and share of earnings | Investment | Percentage Ownership | Fair Value (Level 1, millions) | Carrying Amount June 30, 2025 (millions) | Carrying Amount December 31, 2024 (millions) | | :-------------------------------------- | :------------------- | :----------------------------- | :--------------------------------------- | :----------------------------------------- | | Live Nation | 30% | $10,536 | $557 | $430 | | Total Consolidated Liberty | | | $622 | $491 | | Share of Earnings (Losses) of Affiliates (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Live Nation | $69 | $83 | $73 | $63 | | Consolidated Liberty | $71 | $83 | $72 | $59 | - Live Nation's revenue increased to $7,007 million for the three months ended June 30, 2025, from $6,023 million in the prior year, and net earnings attributable to Live Nation stockholders were $243 million[100] (8) Long-Term Debt This note summarizes the company's long-term debt, including corporate notes, subsidiary loans, and recent refinancing activities | Debt Type (millions) | Principal June 30, 2025 | Carrying Value June 30, 2025 | Carrying Value December 31, 2024 | | :-------------------------------------- | :---------------------- | :--------------------------- | :------------------------------- | | Formula One Group Total | $2,897 | $3,030 | $2,992 | | Liberty Live Group Total | $1,150 | $1,769 | $1,556 | | Total debt | $4,047 | $4,799 | $4,548 | | Debt classified as current | | $(1,803) | $(26) | - The 2.375% Exchangeable Senior Debentures due 2053, attributed to the Liberty Live Group, have been 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 refinanced its Senior Loan Facilities in September 2024, extending maturities and reducing the Term Loan B margin to 2.0%. Incremental Term Loans of $1.0 billion were secured to fund the MotoGP acquisition[111][112] - As of June 30, 2025, 10.5 million shares of Live Nation common stock with a value of $1,587 million were pledged as collateral to the Live Nation Forward Contracts, and 9.0 million shares with a value of $1,357 million were pledged to the Live Nation Margin Loan[106][110] (9) Commitments and Contingencies This note outlines commitments and contingent liabilities, including Formula 1 agreements and indemnification obligations - The 2021 Concorde Agreement for Formula 1 expires on December 31, 2025. A new 2026 Concorde Commercial Agreement, covering 2026-2030, was signed, with a $50 million incentive payment made to the 10 participating teams[116][117] - The company retains liabilities for events prior to asset sales (e.g., tax, environmental, litigation) and generally indemnifies purchasers, but historically, no significant indemnification payments have been made[118] - Contingent liabilities from legal and tax proceedings are not expected to be material to the condensed consolidated financial statements[119] (10) Information About Liberty's Operating Segments This note defines reportable segments, evaluates performance using Adjusted OIBDA, and provides segment-specific financial data - Liberty's reportable segments are Formula 1 and Live Nation (equity method affiliate), with performance evaluated using revenue, operating expenses, and Adjusted OIBDA[120][122][124][125] - Adjusted OIBDA is defined as revenue less operating expenses and selling, general and administrative expenses, excluding stock-based compensation, litigation settlements, Concorde incentive payments, and restructuring/acquisition/impairment charges[123][160] | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Consolidated Adjusted OIBDA | $364 | $164 | $433 | $365 | | Formula One Group Adjusted OIBDA | $369 | $165 | $442 | $367 | | Liberty Live Group Adjusted OIBDA | $(5) | $(1) | $(9) | $(2) | - Consolidated Adjusted OIBDA increased by $200 million for the three months and $68 million for the six months ended June 30, 2025, primarily due to increases in Formula 1's Adjusted OIBDA[160] - The company anticipates recognizing approximately $1,542 million in deferred revenue for the remainder of 2025, $2,624 million in 2026, and $2,364 million in 2027 from undelivered performance obligations[132] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes Liberty Media's financial condition, operating results, business overview, and segment performance, including recent corporate actions Cautionary Note Regarding Forward-Looking Statements This section provides a cautionary note regarding forward-looking statements and factors that could affect actual results - The report contains forward-looking statements regarding the proposed Liberty Live Split-Off, projected cash flows, interest rate and stock price fluctuations, and the anticipated non-material impact of contingent liabilities[136] - Key factors that could cause actual results to differ include the ability to obtain financing, debt impact on operations, popularity of tracking stock businesses, success of acquisitions, economic conditions, and regulatory compliance[136] Overview This section provides an overview of Liberty Media's business, tracking stock structure, and recent corporate actions - Liberty Media Corporation owns 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 common stock was reclassified into three tracking stocks (Liberty SiriusXM, Liberty Formula One, Liberty Live) in August 2023. Liberty SiriusXM was split off in September 2024 and is now a discontinued operation[145][146][151] - The Formula One Group includes Formula 1 and QuintEvents, while the Liberty Live Group is primarily comprised of Live Nation. A plan to split off the Liberty Live Group is expected in the second half of 2025[149][150][153] - On July 3, 2025, Liberty acquired approximately 84% of MotoGP for $3.7 billion, attributed to the Formula One Group[152] Results of Operations—Consolidated This section analyzes the consolidated operating results, including revenue, operating income, and other income/expense | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Consolidated Revenue | $1,341 | $988 | +$353 | $1,788 | $1,575 | +$213 | | Consolidated Operating Income (Loss) | $273 | $57 | +$216 | $202 | $150 | +$52 | | Consolidated Adjusted OIBDA | $364 | $164 | +$200 | $433 | $365 | +$68 | - Consolidated revenue increased by $353 million and $213 million for the three and six months ended June 30, 2025, respectively, primarily due to growth in 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, driven by improved Formula 1 operating results[157] | Other Income (Expense) (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 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 | - Realized and unrealized gains (losses) on financial instruments, net, shifted from a gain of $87 million to a loss of $129 million for the three months ended June 30, 2025, primarily due to debt measured at fair value and Live Nation Forward Contracts[165][166] Material Changes in Financial Condition This section discusses significant changes in Liberty Media's financial condition, cash flows, and liquidity - As of June 30, 2025, Liberty's cash and cash equivalents totaled $3,448 million, with $3,140 million attributed to the Formula One Group and $308 million to the Liberty Live Group[172] - Liberty has $400 million available under its margin loan secured by Live Nation shares and is in compliance with all debt covenants[172][173] - Primary uses of cash for the six months ended June 30, 2025, included a $131 million extension payment for the MotoGP acquisition and $55 million in capital expenditures for Formula 1[174][175] - Projected uses of cash include investments in new businesses (like MotoGP), debt service, and potential share buybacks, funded by cash on hand, borrowing capacity, and subsidiary distributions[176][177] Results of Operations—Businesses This section provides detailed results of operations for Liberty Media's individual business segments Formula 1 Formula 1 experienced significant revenue and Adjusted OIBDA growth, driven by more events, fee increases, and media rights | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Total Formula 1 revenue | $1,226 | $871 | +$355 | $1,629 | $1,424 | +$205 | | Formula 1 Operating income (loss) | $293 | $84 | +$209 | $265 | $220 | +$45 | | Formula 1 Adjusted OIBDA | $361 | $160 | +$201 | $446 | $368 | +$78 | - Primary Formula 1 revenue increased by $293 million for the three months and $149 million for the six months ended June 30, 2025, 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 for the three months and $56 million for the six months ended June 30, 2025, driven by higher hospitality and experiences revenue, freight income, and licensing income[185] - Cost of Formula 1 revenue increased by $142 million and $98 million for the three and six months ended June 30, 2025, respectively, due to increased team payments, freight costs, Paddock Club 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 details market risks from interest rates and stock prices, and how they are managed through debt structures and financial instruments - Liberty is exposed to market risk from changes in interest rates and stock prices, managed through a mix of fixed and variable rate debt and financial instruments like interest rate swaps and equity collars[197][198][199] | Group | Variable Rate Debt Principal (millions) | Weighted Avg Interest Rate | Fixed Rate Debt Principal (millions) | Weighted Avg Interest Rate | | :---------------- | :-------------------------------------- | :------------------------- | :----------------------------------- | :------------------------- | | Formula One Group | $172 | 6.2% | $2,725 | 4.4% | | Liberty Live Group| NA | NA | $1,150 | 2.4% | - A 10% decrease in the market price of Live Nation stock (an equity method affiliate) would result in a $1,054 million lower aggregate value of such security as of June 30, 2025[200] Item 4. Controls and Procedures Management confirms effective disclosure controls and procedures as of June 30, 2025, with no material changes to internal controls - The company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025, ensuring timely and accurate reporting of information[201] - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[202] Part II — Other Information This section covers legal proceedings, risk factors, equity security sales, other information, and exhibits Item 1. Legal Proceedings No material changes to legal proceedings have occurred since the prior annual report - 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 updated risk factors for the Formula One Group, including popularity, agreements, competition, and regulatory challenges Risks Relating to the Formula One Group This section details specific risks impacting the Formula One Group, including popularity, agreements, and regulatory compliance - The success of Formula 1 and MotoGP is highly dependent on their continued popularity, which could be adversely affected by competition, team participation, entertainment value, societal views, and economic conditions[206][207][208] - Termination of the 100-Year Agreements (Formula 1) or the FIM Agreement (MotoGP) could lead to the discontinuation of operations and loss of commercial rights[210][211] - Formula 1 Teams have committed to participate until December 31, 2025 (2021 Concorde Agreement) and December 31, 2030 (2026 Concorde Commercial Agreement), but withdrawals could reduce popularity and impact commercial agreements[212][214] - Both Formula 1 and MotoGP are subject to competition laws, with a Department of Justice investigation opened regarding Formula 1's conduct concerning the application by Andretti Formula Racing[221][222] - Changes in tax laws, including the OECD's 'Two Pillar' approach, could lead to higher effective tax rates for Formula 1 and MotoGP[229][230][234] - Events beyond control (e.g., natural disasters, geopolitical conflicts, promoter failures) may cause cancellations or postponements, leading to revenue loss not covered by insurance[241][242] - Fluctuations in USD/Euro exchange rates against functional currencies of Formula 1/MotoGP businesses and counterparties could adversely affect profitability and increase non-payment risk[257] - Indebtedness covenants for Formula 1 and MotoGP restrict financial and operating flexibility, including limitations on incurring additional debt, paying dividends, and selling assets[254][255][256] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details share repurchase programs, with $1.1 billion available, and no repurchases in Q2 2025 - Approximately $1.1 billion was available for future share repurchases under the company's authorized programs as of June 30, 2025[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 No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended June 30, 2025[263] Item 6. Exhibits This section lists all exhibits filed with the Quarterly Report, including agreements, certifications, and financial information - Key exhibits include Senior Facilities Agreement, Master Forward Confirmation, Incremental Facility Commitment Letters, and various certifications[265] - Unaudited Attributed Financial Information for Tracking Stock Groups (Exhibit 99.1) is filed[265] SIGNATURES This section contains the required signatures for the Quarterly Report, confirming its submission by key executives - The report was signed by Derek Chang, President and Chief Executive Officer, and Brian J. Wendling, Chief Accounting Officer and Principal Financial Officer, on August 7, 2025[269]