Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and principal accounting and financial officer (the “Executives”) and under the oversight of its Board of Directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2023. Based on that evaluation, the Executives concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
See page II-27 for Management’s Report on Internal Control Over Financial Reporting.
See page II-28 for Report of Independent Registered Public Accounting Firm for their attestation regarding the effectiveness of our internal control over financial reporting.
There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Item 9B. Other Information.
Insider Trading Arrangements
None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
II-26
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The Company’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2023, using the criteria in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2023, the Company’s internal control over financial reporting is effective.
The Company’s independent registered public accounting firm audited the consolidated financial statements and related notes in the Annual Report on Form 10-K and has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. Their report appears on page II-28 of this Annual Report on Form 10-K.
II-27
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Media Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 28, 2024
II-28
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Media Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sufficiency of audit evidence over certain subscriber and advertising revenue streams
As discussed in note 3 to the consolidated financial statements, and disclosed in the consolidated statements of operations, the Company generated $12,525 million of revenue, of which $6,342 million was Sirius XM subscriber revenue and $1,589 million was Pandora advertising revenue, for the year ended December 31, 2023. The Company’s accounting for these subscriber and advertising revenue streams involved multiple information technology (IT) systems.
II-29
Table of Contents
We identified the evaluation of the sufficiency of audit evidence related to Sirius XM subscriber revenue and Pandora advertising revenue as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required auditor judgment due to the number of IT applications used by the Company that involved IT professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over Sirius XM subscriber and Pandora advertising revenue. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Sirius XM subscriber and Pandora advertising revenue recognition processes. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT application controls and general IT controls used by the Company in its revenue recognition processes and testing the interface of relevant revenue data between different IT systems used in the revenue recognition processes. For Sirius XM subscriber revenue, we assessed the recorded revenue by comparing the total cash received during the year, adjusted for reconciling items, to the revenue recorded in the general ledger. For a sample of Pandora advertising revenue, we traced the recorded amounts to underlying source documents and system reports. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
Denver, Colorado
February 28, 2024
II-30
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
2023
2022
amounts in millions
Assets
Current assets:
Cash and cash equivalents
$
2,019
2,246
Trade and other receivables, net
832
837
Other current assets
526
768
Total current assets
3,377
3,851
Investments in affiliates, accounted for using the equity method (note 7)
1,089
952
Property and equipment, at cost
4,078
4,481
Accumulated depreciation
( 1,995 )
( 2,226 )
2,083
2,255
Intangible assets not subject to amortization (note 8)
Goodwill
19,165
19,341
FCC licenses
8,600
8,600
Other
1,242
1,366
29,007
29,307
Intangible assets subject to amortization, net (note 8)
3,872
4,288
Other assets
1,740
1,811
Total assets
$
41,168
42,464
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities
$
2,010
1,856
Current portion of debt, including $ 643 million and $ 1,394 million measured at fair value, respectively (note 9)
1,180
1,679
Deferred revenue
1,442
1,773
Other current liabilities
111
102
Total current liabilities
4,743
5,410
Long-term debt, including $ 2,416 million and $ 1,937 million measured at fair value, respectively (note 9)
14,180
14,953
Deferred income tax liabilities (note 11)
2,086
2,101
Other liabilities
714
874
Total liabilities
$
21,723
23,338
(continued)
See accompanying notes to consolidated financial statements.
II-31
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2023 and 2022
2023
2022
amounts in millions
Stockholders' equity (notes 12,14 and 16):
Preferred stock, $ .01 par value. Authorized 50,000,000 shares; no shares issued
$
—
—
Series A Liberty SiriusXM common stock, $ .01 par value. Authorized 2,000,000,000 shares at December 31, 2023; issued and outstanding 98,134,522 shares at December 31, 2023 and 98,093,908 shares at December 31, 2022 (note 2)
1
1
Series A Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares at December 31, 2023; issued and outstanding 23,981,960 shares at December 31, 2023 and 23,974,052 shares at December 31, 2022 (note 2)
—
—
Series A Liberty Live common stock, $ .01 par value. Authorized 521,400,000 shares at December 31, 2023; issued and outstanding 25,558,577 shares at December 31, 2023 (note 2)
—
NA
Series A Liberty Braves common stock, $ .01 par value. Authorized 200,000,000 shares at December 31, 2022; issued and outstanding 10,314,744 shares at December 31, 2022 (note 2)
NA
—
Series B Liberty SiriusXM common stock, $ .01 par value. Authorized 75,000,000 shares at December 31, 2023; issued and outstanding 9,761,336 shares at December 31, 2023 and 9,802,232 shares at December 31, 2022 (note 2)
—
—
Series B Liberty Formula One common stock, $ .01 par value. Authorized 18,750,000 shares at December 31, 2023; issued and outstanding 2,437,583 shares at December 31, 2023 and 2,445,666 shares at December 31, 2022 (note 2)
—
—
Series B Liberty Live common stock, $ .01 par value. Authorized 19,552,500 shares at December 31, 2023; issued and outstanding 2,546,146 shares at December 31, 2023 (note 2)
—
NA
Series B Liberty Braves common stock, $ .01 par value. Authorized 7,500,000 shares at December 31, 2022; issued and outstanding 981,262 shares at December 31, 2022 (note 2)
NA
—
Series C Liberty SiriusXM common stock, $ .01 par value. Authorized 2,000,000,000 shares at December 31, 2023; issued and outstanding 218,692,718 shares at December 31, 2023 and 218,618,614 shares at December 31, 2022 (note 2)
2
2
Series C Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares at December 31, 2023; issued and outstanding 208,196,119 shares at December 31, 2023 and 207,445,741 shares at December 31, 2022 (note 2)
2
2
Series C Liberty Live common stock, $ .01 par value. Authorized 521,400,000 shares at December 31, 2023; issued and outstanding 63,589,030 shares at December 31, 2023 (note 2)
1
NA
Series C Liberty Braves common stock, $ .01 par value. Authorized 200,000,000 shares at December 31, 2022; issued and outstanding 41,749,434 shares at December 31, 2022 (note 2)
NA
—
Additional paid-in capital
1,317
1,408
Accumulated other comprehensive earnings (loss), net of taxes
12
( 39 )
Retained earnings
15,061
14,589
Total stockholders' equity
16,396
15,963
Noncontrolling interests in equity of subsidiaries
3,049
3,163
Total equity
$
19,445
19,126
Commitments and contingencies (note 17)
Total liabilities and equity
$
41,168
42,464
See accompanying notes to consolidated financial statements.
II-32
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations
Years ended December 31, 2023, 2022 and 2021
2023
2022
2021
amounts in millions
Revenue:
Sirius XM Holdings revenue
$
8,953
9,003
8,696
Formula 1 revenue
3,222
2,573
2,136
Other revenue
350
588
568
Total revenue
12,525
12,164
11,400
Operating costs and expenses, including stock-based compensation (note 3):
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below):
Revenue share and royalties
2,895
2,802
2,672
Programming and content
618
604
559
Customer service and billing
476
497
501
Other
220
227
236
Cost of Formula 1 revenue (exclusive of depreciation shown separately below)
2,240
1,750
1,489
Subscriber acquisition costs
359
352
325
Other operating expenses
596
719
642
Selling, general and administrative
1,930
2,031
1,907
Depreciation and amortization
1,030
1,044
1,072
Impairment, restructuring and acquisition costs, net of recoveries (notes 5 and 8)
67
74
20
Litigation settlements, net of recoveries
31
—
—
10,462
10,100
9,423
Operating income (loss)
2,063
2,064
1,977
Other income (expense):
Interest expense
( 782 )
( 689 )
( 642 )
Share of earnings (losses) of affiliates, net (note 7)
138
99
( 200 )
Realized and unrealized gains (losses) on financial instruments, net (note 6)
( 323 )
599
( 451 )
Gains (losses) on dilution of investment in affiliate (note 7)
( 4 )
10
152
Other, net
93
110
( 47 )
( 878 )
129
( 1,188 )
Earnings (loss) before income taxes
1,185
2,193
789
Income tax (expense) benefit (note 11)
( 223 )
( 164 )
( 45 )
Net earnings (loss)
962
2,029
744
Less net earnings (loss) attributable to the noncontrolling interests
201
227
292
Less net earnings (loss) attributable to redeemable noncontrolling interest (note 12)
—
( 13 )
54
Net earnings (loss) attributable to Liberty stockholders
$
761
1,815
398
Net earnings (loss) attributable to Liberty stockholders (note 2):
Liberty SiriusXM common stock
$
829
1,292
599
Liberty Formula One common stock
185
558
( 190 )
Liberty Live common stock
( 142 )
NA
NA
Liberty Braves common stock
( 111 )
( 35 )
( 11 )
$
761
1,815
398
(continued)
See accompanying notes to consolidated financial statements.
II-33
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations (Continued)
Years ended December 31, 2023, 2022 and 2021
2023
2022
2021
Basic net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 3)
Series A, B and C Liberty SiriusXM common stock
$
2.54
3.94
1.79
Series A, B and C Liberty Formula One common stock
$
0.79
2.39
( 0.82 )
Series A, B and C Liberty Live common stock
$
( 1.54 )
NA
NA
Series A, B and C Liberty Braves common stock
$
( 2.09 )
( 0.66 )
( 0.21 )
Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 3)
Series A, B and C Liberty SiriusXM common stock
$
2.42
3.66
1.78
Series A, B and C Liberty Formula One common stock
$
0.62
2.15
( 0.82 )
Series A, B and C Liberty Live common stock
$
( 1.54 )
NA
NA
Series A, B and C Liberty Braves common stock
$
( 2.09 )
( 0.66 )
( 0.21 )
See accompanying notes to consolidated financial statements.
II-34
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Comprehensive Earnings (Loss)
Years ended December 31, 2023, 2022 and 2021
2023
2022
2021
amounts in millions
Net earnings (loss)
$
962
2,029
744
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments
20
( 70 )
( 4 )
Unrealized holding gains (losses) arising during the period
—
18
( 1 )
Credit risk on fair value debt instruments gains (losses)
20
22
( 83 )
Share of other comprehensive earnings (loss) of equity affiliates
27
16
7
Recognition of previously unrealized (gains) losses on debt
( 15 )
( 25 )
( 2 )
Other comprehensive earnings (loss)
52
( 39 )
( 83 )
Comprehensive earnings (loss)
1,014
1,990
661
Less comprehensive earnings (loss) attributable to the noncontrolling interests
202
222
292
Less comprehensive earnings (loss) attributable to redeemable noncontrolling interests (note 12)
—
( 13 )
54
Comprehensive earnings (loss) attributable to Liberty stockholders
$
812
1,781
315
Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock
$
823
1,292
528
Liberty Formula One common stock
184
504
( 201 )
Liberty Live common stock
( 84 )
NA
NA
Liberty Braves common stock
( 111 )
( 15 )
( 12 )
$
812
1,781
315
See accompanying notes to consolidated financial statements.
II-35
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Cash Flows
Years ended December 31, 2023, 2022 and 2021
2023
2022
2021
amounts in millions
(see note 4)
Cash flows from operating activities:
Net earnings (loss)
$
962
2,029
744
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
1,030
1,044
1,072
Stock-based compensation
232
237
256
Non-cash impairment and restructuring costs
26
70
24
Share of (earnings) loss of affiliates, net
( 138 )
( 99 )
200
Realized and unrealized (gains) losses on financial instruments, net
323
( 599 )
451
Noncash interest expense
20
26
16
Losses (gains) on dilution of investment in affiliate
4
( 10 )
( 152 )
Loss (gain) on early extinguishment of debt
4
( 35 )
80
Deferred income tax expense (benefit)
14
13
( 41 )
Other charges (credits), net
4
10
2
Changes in operating assets and liabilities
Current and other assets
( 38 )
( 17 )
( 104 )
Payables and other liabilities
21
( 123 )
( 111 )
Net cash provided (used) by operating activities
2,464
2,546
2,437
Cash flows from investing activities:
Subsidiary initial public offering proceeds returned from (invested in) trust account
—
579
( 575 )
Cash proceeds from dispositions of investments
111
167
383
Cash (paid) received for acquisitions, net of cash acquired
—
( 136 )
( 14 )
Investments in equity method affiliates and debt and equity securities
( 226 )
( 58 )
( 252 )
Return of investment in equity method affiliates
—
38
40
Repayment of loans and other cash receipts from equity method affiliates and debt and equity securities
1
2
12
Capital expended for property and equipment, including internal-use software and website development
( 1,111 )
( 735 )
( 440 )
Proceeds from insurance recoveries
—
—
225
Other investing activities, net
( 15 )
97
( 68 )
Net cash provided (used) by investing activities
( 1,240 )
( 46 )
( 689 )
Cash flows from financing activities:
Borrowings of debt
3,846
6,189
6,411
Repayments of debt
( 4,790 )
( 7,426 )
( 6,287 )
Liberty stock repurchases
—
( 395 )
( 555 )
Subsidiary shares repurchased by subsidiary
( 274 )
( 647 )
( 1,523 )
Repayment of initial public offering proceeds to subsidiary shareholders
—
( 579 )
—
Proceeds from initial public offering of subsidiary
—
—
575
Cash dividends paid by subsidiary
( 65 )
( 249 )
( 58 )
Taxes paid in lieu of shares issued for stock-based compensation
( 74 )
( 123 )
( 154 )
Atlanta Braves Holdings, Inc. Split-Off
( 188 )
—
—
Other financing activities, net
72
82
( 107 )
Net cash provided (used) by financing activities
( 1,473 )
( 3,148 )
( 1,698 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
1
—
( 3 )
Net increase (decrease) in cash, cash equivalents and restricted cash
( 248 )
( 648 )
47
Cash, cash equivalents and restricted cash at beginning of period
2,276
2,924
2,877
Cash, cash equivalents and restricted cash at end of period
$
2,028
2,276
2,924
See accompanying notes to consolidated financial statements .
II-36
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statement Of Equity
Years ended December 31, 2023, 2022 and 2021
Stockholders' equity
Accumulated
Noncontrolling
Additional
other
interest in
Preferred
Liberty Sirius XM
Liberty Formula One
Liberty Live
Liberty Braves
paid-in
comprehensive
Retained
equity of
Total
Stock
Series A
Series B
Series C
Series A
Series B
Series C
Series A
Series B
Series C
Series A
Series B
Series C
capital
earnings
earnings
subsidiaries
equity
amounts in millions
Balance at January 1, 2021
$
—
$
1
$
—
$
2
$
—
$
—
$
2
NA
NA
NA
$
—
$
—
$
—
$
2,688
$
78
$
12,320
$
4,510
$
19,601
Net earnings (loss) (excludes net earnings (loss) attributable to redeemable noncontrolling interest) (note 12)
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
—
—
398
295
693
Other comprehensive earnings (loss)
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
—
( 83 )
—
—
( 83 )
Stock-based compensation
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
222
—
—
47
269
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 154 )
—
—
—
( 154 )
Liberty stock repurchases
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 555 )
—
—
—
( 555 )
Shares repurchased by subsidiary
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 404 )
—
—
( 1,108 )
( 1,512 )
Shares issued by subsidiary
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 96 )
—
—
106
10
Dividends paid by subsidiary
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
( 58 )
( 58 )
Exchange of Series A Liberty SiriusXM common stock for shares of subsidiary (note 1)
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
203
—
—
( 203 )
—
Other, net
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
50
—
—
1
51
Balance at December 31, 2021
—
1
—
2
—
—
2
NA
NA
NA
—
—
—
1,954
( 5 )
12,718
3,590
18,262
Net earnings (loss) (excludes net earnings (loss) attributable to redeemable noncontrolling interest) (note 12)
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
—
—
1,815
210
2,025
Other comprehensive earnings (loss)
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
—
( 34 )
—
( 5 )
( 39 )
Stock-based compensation
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
214
—
—
39
253
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 123 )
—
—
—
( 123 )
Liberty stock repurchases
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 395 )
—
—
—
( 395 )
Shares repurchased by subsidiary
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 172 )
—
—
( 467 )
( 639 )
Shares issued by subsidiary
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 73 )
—
—
77
4
Dividends paid by subsidiary
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
( 249 )
( 249 )
Other, net
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
3
—
56
( 32 )
27
Balance at December 31, 2022
$
—
1
—
2
—
—
2
NA
NA
NA
—
—
—
1,408
( 39 )
14,589
3,163
19,126
Net earnings (loss)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
761
201
962
Other comprehensive earnings (loss)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
51
—
1
52
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
216
—
—
34
250
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
( 74 )
—
—
—
( 74 )
Shares repurchased by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
46
—
—
( 320 )
( 274 )
Shares issued by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
( 61 )
—
—
65
4
Dividends paid by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 65 )
( 65 )
Atlanta Braves Holdings, Inc. Split-Off
—
—
—
—
—
—
—
—
—
—
—
—
—
( 180 )
—
—
( 11 )
( 191 )
Formula One Distribution
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 289 )
—
( 289 )
Reclassification
—
—
—
—
—
—
—
—
—
1
—
—
—
( 1 )
—
—
—
—
Other, net
—
—
—
—
—
—
—
—
—
—
—
—
—
( 37 )
—
—
( 19 )
( 56 )
Balance at December 31, 2023
$
—
$
1
$
—
$
2
$
—
$
—
$
2
$
—
$
—
$
1
NA
NA
NA
$
1,317
$
12
$
15,061
$
3,049
$
19,445
See accompanying notes to consolidated financial statements.
II-37
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2023, 2022 and 2021
(1) Basis of Presentatio n
The accompanying consolidated financial statements of Liberty Media Corporation (“Liberty,” “we,” “our,” “us” or the “Company” unless the context otherwise requires) represent a consolidation of certain media and entertainment related assets and businesses. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom (“U.K.”). Our most significant subsidiaries include Sirius XM Holdings Inc. (“Sirius XM Holdings”) and Delta Topco Limited (the parent company of Formula 1). Our most significant investment accounted for under the equity method is Live Nation Entertainment, Inc. (“Live Nation”).
Braves Holdings, LLC ("Braves Holdings") was a subsidiary of the Company until the Split-Off (defined below) on July 18, 2023. Braves Holdings is not presented as a discontinued operation in the Company’s consolidated financial statements as the Split-Off did not represent a strategic shift that had a major effect on the Company’s operations and financial results.
On November 3, 2021, pursuant to an exchange agreement with certain counterparties, Liberty acquired an aggregate of 43,658,800 shares of Sirius XM Holdings common stock in exchange for the issuance by Liberty to the counterparties of an aggregate of 5,347,320 shares of Series A Liberty SiriusXM common stock. As of December 31, 2023, we owned approximately 83 % of the outstanding equity interest in Sirius XM Holdings.
Liberty has entered into certain agreements with Qurate Retail, Inc. (“Qurate Retail”), Liberty TripAdvisor Holdings, Inc. (“TripCo”), Liberty Broadband Corporation (“Liberty Broadband”) and Atlanta Braves Holdings, Inc. (“ABH”), all of which are separate publicly traded companies, in order to govern relationships between the companies. None of these entities has any stock ownership, beneficial or otherwise, in any of the others as of December 31, 2023. These agreements include Reorganization Agreements (in the case of Qurate Retail, Liberty Broadband and ABH only), Services Agreements, Facilities Sharing Agreements, Tax Sharing Agreements (in the case of Liberty Broadband and ABH only) and an Aircraft Time Sharing Agreement (in the case of ABH only). In addition, as a result of certain corporate transactions, Liberty and Qurate Retail may have obligations to each other for certain tax related matters.
The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of Qurate Retail, Liberty Broadband and ABH, including certain cross-indemnities. Pursuant to the Services Agreements, Liberty provides Qurate Retail, TripCo, Liberty Broadband and ABH with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Qurate Retail, TripCo, Liberty Broadband and ABH reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and in the case of Qurate Retail, Qurate Retail’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. TripCo, Liberty Broadband and ABH reimburse Liberty for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, Liberty shares office space and related amenities at its corporate headquarters with Qurate Retail, TripCo, Liberty Broadband and ABH. Under these various agreements, approximately $ 24 million, $ 21 million and $ 27 million of these allocated expenses were reimbursed to Liberty during the years ended December 31, 2023, 2022 and 2021, respectively.
In connection with Liberty’s employment arrangement with Gregory B. Maffei, Liberty’s President and Chief Executive Officer (the “CEO”), pursuant to the Services Agreements between Liberty and each of TripCo, Liberty Broadband, Qurate Retail and ABH (collectively, the “Service Companies”), components of Mr. Maffei's compensation are either paid directly to him by each Service Company or reimbursed to Liberty, in each case, based on allocations among
II-38
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Liberty and the Service Companies set forth in the respective services agreement, which are subject to adjustment on an annual basis and upon the occurrence of certain events.
(2) Tracking Stocks
A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole.
On July 18, 2023, the Company completed the split-off (the “Split-Off”) of its wholly owned subsidiary, ABH. The Split-Off was accomplished by a redemption by the Company of each outstanding share of Liberty Braves common stock in exchange for one share of the corresponding series of ABH common stock. ABH is comprised of the businesses, assets and liabilities attributed to the Liberty Braves Group (the “Braves Group”) immediately prior to the Split-Off, except for the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and the Liberty Formula One Group (the “Formula One Group”), which were settled and extinguished in connection with the Split-Off.
On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks — Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”). As a result of the Reclassification, each then-outstanding share of Liberty SiriusXM common stock was reclassified into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock and each outstanding share of Liberty Formula One common stock was reclassified into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock.
Each of the Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. The Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.
While the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group’s stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty SiriusXM Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
The Liberty SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group, which, as of December 31, 2023, include its interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75 % Convertible Senior Notes due 2028, Liberty’s 2.75 % Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. As of December 31, 2023, the Liberty SiriusXM Group has cash and cash equivalents of approximately $ 306 million, which includes $ 216 million of subsidiary cash.
The Liberty Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which, as of December 31, 2023, include Liberty’s interest in Formula 1, cash and Liberty’s 2.25 % Convertible Senior Notes due 2027. As of December 31, 2023,
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
the Formula One Group has cash and cash equivalents of approximately $ 1,408 million, which includes $ 1,002 million of subsidiary cash.
The Liberty Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty Live Group. As of December 31, 2023, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation, cash, certain public and private assets previously attributed to the Formula One Group, Liberty’s 2.375 % Exchangeable Senior Debentures due 2053, Liberty’s 0.5 % Exchangeable Senior Debentures due 2050 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty.
Prior to the Split-Off, the Liberty Braves common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. The Braves Group was primarily comprised of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC” or the “Braves”), certain assets and liabilities associated with the Braves’ stadium (the “Stadium”) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”) and corporate cash.
As of December 31, 2021, 6,792,903 notional shares representing an 11.0 % intergroup interest in the Braves Group were held by the Formula One Group, 2,292,037 notional shares representing a 3.7 % intergroup interest in the Braves Group were held by the Liberty SiriusXM Group and 5,271,475 notional shares representing a 2.2 % intergroup interest in the Formula One Group were held by the Liberty SiriusXM Group.
During September 2022, the Formula One Group and the Braves Group paid approximately $ 64 million and $ 14 million, respectively, to the Liberty SiriusXM Group to settle a portion of the intergroup interests in the Formula One Group and Braves Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of Liberty’s 1.375 % Cash Convertible Senior Notes due 2023 (the “Convertible Notes”), as described in note 9. During March 2023, the Formula One Group paid approximately $ 202 million to the Liberty SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in note 9. On July 12, 2023, the Formula One Group paid approximately $ 71 million to the Liberty SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the Liberty SiriusXM Group.
In connection with the Split-Off, the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Formula One Group were settled and extinguished through the attribution, to the respective tracking stock group, of ABH Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest. On July 19, 2023, the shares of ABH Series C common stock attributed to the Formula One Group to settle and extinguish the intergroup interest in connection with the Split-Off were distributed on a pro rata basis to holders of Liberty Formula One common stock (the “Formula One Distribution”). During November 2023, Liberty exchanged the shares of ABH Series C common stock attributed to the Liberty SiriusXM Group with a third party to satisfy certain debt obligations attributed to the Liberty SiriusXM Group.
On December 11, 2023, Liberty entered into definitive agreements, subject to the terms thereof, to redeem each outstanding share of its Liberty SiriusXM common stock in exchange for a number of shares of common stock of a newly formed entity (the “Liberty Sirius XM Holdings Split-Off”), Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”) equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023, by and among Liberty, Liberty Sirius XM Holdings and Sirius XM Holdings (the “Reorganization Agreement”)). The Exchange Ratio will be calculated prior to the effective time of the redemption and is estimated to be approximately 8.4 shares of Liberty Sirius XM Holdings common stock. Liberty Sirius XM Holdings will be comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. The Liberty Sirius XM Holdings Split-Off is intended to
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares) and the completion of the Liberty Sirius XM Holdings Split-Off will be subject to various conditions, including the receipt of opinions of tax counsel. On December 11, 2023, Liberty also entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will merge with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”), subject to the satisfaction of certain conditions. The Merger is dependent and conditioned on the approval and completion of the Liberty Sirius XM Holdings Split-Off, and the Merger will not be completed unless the Liberty Sirius XM Holdings Split-Off is completed. If the Liberty Sirius XM Holdings Split-Off is completed, the Merger will also be completed. Subject to the satisfaction of the conditions, the Company expects to complete the Transactions early in the third quarter of 2024.
See Exhibit 99.1 to this Annual Report on Form 10-K for unaudited attributed financial information for Liberty’s tracking stock groups.
(3) Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition.
Receivables
Receivables are reflected net of an allowance for credit losses and sales returns. The table below presents changes in the allowance for the periods presented:
Years ended December 31,
2023
2022
2021
amounts in millions
Balance, beginning of period
$
14
13
17
Provision charged to expense
59
59
54
Write-offs, net of recoveries
( 56 )
( 59 )
( 58 )
Foreign currency translation adjustments
—
1
—
Balance, end of period
$
17
14
13
Investments
All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values. The total value of marketable equity securities aggregated $ 113 million and $ 80 million as of December 31, 2023 and 2022, respectively.
For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses of such affiliate on a lag.
Changes in the Company’s proportionate share of the underlying equity of an equity method investee, which result from the issuance of additional equity securities by such equity investee, are recognized in the statement of operations through the other, net line item. To the extent there is a difference between our ownership percentage in the underlying equity of an equity method investee and our carrying value, such difference is accounted for as if the equity method investee were a consolidated subsidiary.
The Company continually reviews its equity investments to determine whether a decline in fair value below the carrying value is other than temporary. The primary factors the Company considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying value; the severity of the decline; and the financial condition, operating performance and near term prospects of the investee. In addition, the Company considers the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; analysts’ ratings and estimates of 12-month share price targets for the investee; changes in stock price or valuation subsequent to the balance sheet date; and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. If the decline in fair value is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value. In situations where the fair value of an investment is not evident due to a lack of a public market price or other factors, the Company uses its best estimates and assumptions to arrive at the estimated fair value of such investment. The Company’s assessment of the foregoing factors involves a high degree of judgment and accordingly, actual results may differ materially from the Company’s estimates and judgments. Write-downs for equity method investments are included in share of earnings (losses) of affiliates.
The Company performs a qualitative assessment for equity securities without readily determinable fair values each reporting period to determine whether the security could be impaired. If the qualitative assessment indicates that an impairment could exist, we estimate the fair value of the investments, and, to the extent the security’s fair value is less than its carrying value, an impairment is recorded in the consolidated statements of operations.
Derivative Instruments and Hedging Activities
All of the Company’s derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. None of the Company’s derivatives are currently designated as hedges.
The fair value of certain of the Company’s derivative instruments are estimated using the Black-Scholes model. The Black-Scholes model incorporates a number of variables in determining such fair values, including expected volatility of the underlying security and an appropriate discount rate. The Company obtained volatility rates from pricing services based on the expected volatility of the underlying security over the remaining term of the derivative instrument. A discount rate was obtained at the inception of the derivative instrument and updated each reporting period, based on the Company’s estimate of the discount rate at which it could currently settle the derivative instrument. The Company considered its own credit risk as well as the credit risk of its counterparties in estimating the discount rate. Considerable management judgment was required in estimating the Black-Scholes variables.
II-42
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Property and Equipment
Property and equipment consisted of the following:
Estimated
December 31,
Useful Life
2023
2022
amounts in millions
Land
NA
$
304
390
Buildings and improvements
10 - 40 years
706
972
Support equipment
3 - 20 years
744
864
Satellite system
15 years
1,799
1,944
Construction in progress
NA
525
311
Total property and equipment
$
4,078
4,481
Property and equipment, including significant improvements, is stated at cost. Depreciation is computed using the straight-line method using estimated useful lives. Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 270 million, $ 262 million and $ 270 million, respectively.
Sirius XM Holdings capitalizes a portion of the interest on funds borrowed to finance the construction and launch of its satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the asset’s useful life. Capitalized interest costs for the years ended December 31, 2023 and 2022 were approximately $ 16 million and $ 5 million, respectively.
Intangible Assets
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, “indefinite lived intangible assets”) are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year, or more frequently if events and circumstances indicate impairment may have occurred.
The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period.
In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior years for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.
II-43
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in Liberty’s valuation analysis are based on management’s best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Impairment of Long-lived Assets
The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangibles) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, an impairment adjustment is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.
Noncontrolling Interests
The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statement of operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Sales, value add, and other taxes, when collected concurrently with revenue producing activities, are excluded from revenue. Incremental costs of obtaining a contract are expensed when the amortization period of the asset is one year or less. To the extent the incremental costs of obtaining a contract relate to a period greater than one year, the Company amortizes such incremental costs in a manner that is consistent with the transfer to the customer of the goods or services to which the asset relates. If, at contract inception, we determine the time period between when we transfer a promised good or service to a customer and when the customer pays us for that good or service is one year or less, we do not adjust the promised amount of consideration for the effects of a significant financing component.
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Our customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our consolidated statement of operations as the services are provided. Changes in the contract liability balance for Sirius XM Holdings during the year ended December 31, 2023 were not materially impacted by other factors. The opening and closing balances for our deferred revenue related to Formula 1 were approximately $ 348 million and $ 248 million, respectively.
As the majority of Sirius XM Holdings contracts are one year or less, Sirius XM Holdings utilizes the optional exemption under ASC 606 and does not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less. As of December 31, 2023, less than seven percent of the Sirius XM Holdings total deferred revenue balance related to contracts that extended beyond one year. These contracts primarily include prepaid data trials which are typically provided for three to five years as well as for self-pay customers who prepay for their audio subscriptions for up to three years in advance. These amounts will be recognized on a straight-line basis as Sirius XM Holdings’ services are provided.
Significant portions of the transaction prices for Formula 1 are related to undelivered performance obligations that are under contractual arrangements that extend beyond one year. The Company anticipates recognizing revenue from the delivery of such performance obligations of approximately $ 2,333 million in 2024 , $ 2,213 million in 2025 , $ 5,899 million in 2026 through 2030, and $ 1,777 million thereafter. We have not included any amounts in the undelivered performance obligations amounts for Formula 1 for those performance obligations that relate to a contract with an original expected duration of one year or less.
Sirius XM Holdings
The following table disaggregates Sirius XM Holdings’ revenue by source:
Years ended December 31,
2023
2022
2021
amounts in millions
Subscriber
$
6,866
6,892
6,614
Advertising
1,758
1,772
1,730
Equipment
193
189
201
Other
136
150
151
Total Sirius XM Holdings revenue
$
8,953
9,003
8,696
The following is a description of the principal activities from which Sirius XM Holdings generates its revenue – including from self-pay and paid promotional subscribers, advertising, and sales of equipment.
Subscriber revenue. Subscriber revenue consists primarily of subscription fees and other ancillary subscription based revenue. Revenue is recognized on a straight line basis when the performance obligations to provide each service for the period are satisfied, which is over time as Sirius XM Holdings’ subscription services are continuously transmitted and can be consumed by customers at any time. Consumers purchasing or leasing a vehicle with a factory-installed satellite radio may receive between a three and twelve month subscription to Sirius XM Holdings’ service. In certain cases, the subscription fees for these consumers are prepaid by the applicable automaker. Prepaid subscription fees received from automakers or directly from consumers are recorded as deferred revenue and amortized to revenue ratably over the service period which commences upon sale. Activation fees are recognized over one month as the activation fees are non-refundable and do not provide for a material right to the customer. There is no revenue recognized for unpaid trial subscriptions. In some cases, Sirius XM Holdings pays a loyalty fee to the automakers when it receives a certain amount of payments from self-pay customers acquired from that automaker. These fees are considered incremental costs to obtain a contract and are therefore recognized as an asset and amortized to subscriber acquisition costs over an average subscriber
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December 31, 2023, 2022 and 2021
life. Revenue share and loyalty fees paid to an automaker offering a paid trial are accounted for as a reduction of revenue as the payment does not provide a distinct good or service.
Music royalty fee primarily consists of U.S. music royalty fees (“MRF”) collected from subscribers. The related costs Sirius XM Holdings incurs for the right to broadcast music and other programming are recorded as revenue share and royalties expense in the consolidated statements of operations. Fees received from subscribers for the MRF are recorded as deferred revenue and amortized to subscriber revenue ratably over the service period.
Advertising revenue. Sirius XM Holdings recognizes revenue from the sale of advertising as performance obligations are satisfied, which generally occurs as ads are delivered. For Sirius XM Holdings’ satellite radio service, ads are delivered when they are aired. For streaming services, ads are delivered primarily based on impressions. Agency fees are calculated based on a stated percentage applied to gross billing revenue for Sirius XM Holdings’ advertising inventory and are reported as a reduction of advertising revenue. Additionally, Sirius XM Holdings pays certain third parties a percentage of advertising revenue. Advertising revenue is recorded gross of such revenue share payments as Sirius XM Holdings controls the advertising service including the ability to establish pricing and Sirius XM Holdings is primarily responsible for providing the service. Advertising revenue share payments are recorded to revenue share and royalties during the period in which the advertising is transmitted.
Equipment revenue. Equipment revenue and royalties from the sale of satellite radios, components and accessories are recognized upon shipment, net of discounts and rebates. Shipping and handling costs billed to customers are recorded as revenue. Shipping and handling costs associated with shipping goods to customers are reported as a component of cost of services.
Other revenue. Other revenue primarily includes revenue recognized from royalties received from Sirius XM Canada.
Sirius XM Holdings revenue is reported net of any taxes assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the consolidated statements of operations.
Formula 1
The following table disaggregates Formula 1’s revenue by source:
Years ended December 31,
2023
2022
2021
amounts in millions
Primary
$
2,560
2,107
1,850
Other
662
466
286
Total Formula 1 revenue
$
3,222
2,573
2,136
Upon entering into a new arrangement, Formula 1 occasionally incurs certain incremental costs of obtaining a contract. These incremental costs relate to commission amounts that will be paid over the life of the contract for which the recipient does not have any substantive future performance requirement to earn such commission. Accordingly, the commission costs are capitalized and amortized over the life of the contract.
The following is a description of principal activities from which Formula 1 generates its revenue.
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December 31, 2023, 2022 and 2021
Primary revenue. Formula 1 holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship. Formula 1 derives its primary revenue from the commercial exploitation and development of the World Championship through a combination of race promotion, broadcasting and sponsorship arrangements. Primary revenue derived from the commercial exploitation of the World Championship is (i) recognized on an event by event basis for those performance obligations associated with a specific event based on the fees within the underlying contractual arrangement and (ii) recognized over time for those performance obligations associated with a period of time that is greater than a single specific event (for example, over the entire race season or calendar year) based on the fees within the underlying contractual arrangement.
Other revenue. Formula 1 earns other revenue from miscellaneous and ancillary sources, primarily related to facilitating the shipment of cars and equipment to and from the events outside of Europe, revenue from the sale of tickets to the Paddock Club at most events, support races at events, various television production activities and other ancillary operations. To the extent such revenue relates to services provided or rights associated with a specific event, the revenue is recognized upon occurrence of the related event and to the extent such revenue relates to services provided or rights over a longer period of time, the revenue is recognized over time.
Braves Holdings
The following table disaggregates Braves Holdings’ revenue by source:
Years ended December 31,
2023
2022
2021
amounts in millions
Baseball
$
318
535
526
Mixed-Use Development
32
53
42
Total Braves Holdings revenue
$
350
588
568
Braves Holdings is required to estimate the entire transaction price of its contractual arrangements and recognize revenue allocated to each of the performance obligations within the contractual arrangements as those performance obligations are satisfied. Such performance obligations are typically satisfied over time and result in differences between revenue recognized and cash received, dependent on how far into a contractual arrangement Braves Holdings is at any given reporting period.
The following is a description of principal activities from which Braves Holdings generates its revenue.
Baseball revenue. Revenue for Braves Holdings ticket sales, signage and suites are recognized on a per game basis during the baseball season based on a pro rata share of total revenue earned during the entire baseball season to the total number of home games during the season. Broadcasting rights are recognized on a per game basis during the baseball season based on the pro rata number of games played to date to the total number of games during the season. Concession and parking revenue are recognized on a per game basis during the baseball season. Major League Baseball (“MLB”) revenue is earned throughout the year based on an estimate of revenue generated by MLB on behalf of the 30 MLB clubs. Sources of MLB revenue primarily include the Major League Central Fund and distributions from various licensing agreements.
Mixed-Use Development revenue. Revenue from Braves Holdings’ minimum rents are recognized on a straight-line basis over the terms of their respective lease agreements. Some retail tenants are required to pay overage rents based on sales over a stated base amount during the lease term. Overage rents are only recognized when each tenant’s sales
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
exceed the applicable sales threshold. Tenants reimburse Braves Holdings for a substantial portion of Braves Holdings operating expenses, including common area maintenance, real estate taxes and property insurance. Braves Holdings accrues reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. Braves Holdings recognizes differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Sponsorship revenue is recognized on a straight-line basis over each annual period. Parking revenue is recognized daily based on actual usage.
Cost of Sirius XM Holdings Services
Revenue Share
Sirius XM Holdings shares a portion of its subscription revenue earned from self-pay subscribers with certain automakers. The terms of the revenue share agreements vary with each automaker, but are typically based upon the earned audio revenue as reported or gross billed audio revenue. Revenue share on self-pay revenue is recognized as an expense and recorded in revenue share and royalties in our consolidated statements of operations. Sirius XM Holdings also pays revenue share to certain talent on non-music stations on its satellite radio service and to podcast talent based on advertising revenue for the related channel or podcast. Revenue share on non-music channels and podcasts is recognized in Revenue share and royalties when it is earned. In some cases, Sirius XM Holdings pays minimum guarantees for revenue share to podcast owners which is recorded in other current assets in the consolidated balance sheets. The minimum guarantee is recognized in revenue share and royalties primarily on a straight line basis over the contractual term. The prepaid balance is regularly reviewed for recoverability and any amount not deemed to be recoverable is recognized as an expense in the period.
Royalties
In connection with its businesses, Sirius XM Holdings must enter into royalty arrangements with two sets of rights holders: holders of musical compositions copyrights (that is, the music and lyrics) and holders of sound recordings copyrights (that is, the actual recording of a work). The Sirius XM and Pandora businesses use both statutory and direct music licenses as part of their businesses. Sirius XM Holdings licenses varying rights – such as performance and mechanical rights – for use in its Sirius XM and Pandora businesses based on the various radio and interactive services they offer. The music rights licensing arrangements for the Sirius XM and Pandora businesses are complex.
Sirius XM Holdings pays performance royalties for its Sirius XM and Pandora businesses to holders and rights administrators of musical compositions copyrights, including performing rights organizations and other copyright owners. These performance royalties are based on agreements with performing rights organizations which represent the holders of these performance rights. The Sirius XM and Pandora businesses have arrangements with these performance rights organizations. Arrangements with Sirius XM generally include fixed payments during the term of the agreement and arrangements with Pandora for its ad-supported radio service have variable payments based on usage and ownership of a royalty pool. Pandora must also license reproduction rights, which are also referred to as mechanical rights, to offer the interactive features of the Pandora services. For Pandora subscription services, copyright holders receive payments for these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the U.S. Copyright Act (the “Copyright Act”). These mechanical royalties are calculated as the greater of a percentage of Sirius XM Holdings’ revenue or a percentage of its payments to record labels.
For Sirius XM Holdings’ non-interactive satellite radio or streaming services, it may license sound recordings under direct licenses with the owners of sound recordings or based on the royalty rate established by the CRB. For Sirius XM, the royalty rate for sound recordings has been set by the CRB. The revenue subject to royalty includes subscription revenue from Sirius XM Holdings’ U.S. satellite digital audio radio subscribers, and advertising revenue from channels other than those channels that make only incidental performances of sound recordings. The rates and terms permit Sirius
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December 31, 2023, 2022 and 2021
XM to reduce the payment due each month for those sound recordings that are separately licensed and sound recordings that are directly licensed from copyright owners and exclude from its revenue certain other items, such as royalties paid to Sirius XM for intellectual property, sales and use taxes, bad debt expense and generally revenue attributable to areas of Sirius XM’s business that do not involve the use of copyrighted sound recordings.
Pandora has entered into direct license agreements with major and independent music labels and distributors for a significant majority of the sound recordings that stream on the Pandora ad-supported service, Pandora Plus and Pandora Premium. For sound recordings that Pandora streams and for which it has not entered into a direct license agreement with the sound recording rights holders, the sound recordings are streamed pursuant to the statutory royalty rates set by the CRB. Pandora pays royalties to owners of sound recordings on either a per-performance fee based on the number of sound recordings transmitted or a percentage of revenue associated with the applicable service. Certain of these agreements also require Pandora to pay a per subscriber minimum amount.
Programming Costs
Programming costs which are for a specified number of events are amortized on an event-by-event basis; programming costs which are for a specified season or include programming through a dedicated channel are amortized over the season or period on a straight-line basis. Sirius XM Holdings allocates a portion of certain programming costs which are related to sponsorship and marketing activities to selling, general and administrative expense on a straight-line basis over the term of the agreement.
Cost of Formula 1 Revenue
Cost of Formula 1 revenue consists of team payments, costs of promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other Events, and costs incurred in the provision and sale of freight, travel and logistical services. Other costs of Formula 1 revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the new F1 Academy series, television production and post-production services, advertising production services and digital and social media activities. These costs are largely variable in nature and typically relate directly to revenue opportunities.
Subscriber Acquisition Costs
Subscriber acquisition costs consist of costs incurred to acquire new subscribers which include hardware subsidies paid to radio manufacturers, distributors and automakers, including subsidies paid to automakers who include a satellite radio and a prepaid subscription to Sirius XM service in the sale or lease price of a new vehicle; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; commissions paid to retailers and automakers as incentives to purchase, install and activate radios; product warranty obligations; freight; and provisions for inventory allowance attributable to inventory consumed in Sirius XM Holdings’ automotive and retail distribution channels. Subscriber acquisition costs do not include advertising costs, loyalty payments to distributors and dealers of radios and revenue share payments to automakers and retailers of radios.
Subsidies paid to radio manufacturers and automakers are expensed upon installation, shipment, receipt of product or activation and are included in subscriber acquisition costs because Sirius XM Holdings is responsible for providing the service to the customers. Commissions paid to retailers and automakers are expensed upon either the sale or activation of radios. Chipsets that are shipped to radio manufacturers and held on consignment are recorded as inventory and expensed
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
as subscriber acquisition costs when placed into production by radio manufacturers. Costs for chipsets are expensed as subscriber acquisition costs when the automaker confirms receipt.
Advertising Costs
Advertising expense aggregated $ 449 million, $ 537 million and $ 532 million for the years ended December 31, 2023, 2022 and 2021, respectively. Advertising costs are primarily attributable to costs incurred by Sirius XM Holdings. Media-related advertising costs are expensed when advertisements air, and advertising production costs are expensed as incurred. Advertising production costs include expenses related to marketing and retention activities, including expenses related to direct mail, outbound telemarketing and email communications. Sirius XM Holdings also incurs advertising production costs related to cooperative marketing and promotional events and sponsorships. These costs are reflected in the selling, general and administrative expenses line in our consolidated statements of operations.
Stock-Based Compensation
As more fully described in note 14, Liberty has granted to its directors, employees and employees of its subsidiaries restricted stock (“RSAs”), restricted stock units (“RSUs”) and options to purchase shares of Liberty common stock (collectively, “Awards”). The Company measures the cost of employee services received in exchange for an Award based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award).
Included in the accompanying consolidated statements of operations are the following amounts of stock-based compensation:
Years ended December 31,
2023
2022
2021
amounts in millions
Cost of Sirius XM Holdings services:
Programming and content
$
34
34
33
Customer service and billing
5
6
6
Other
6
6
6
Other operating expense
46
39
36
Selling, general and administrative
141
152
175
$
232
237
256
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date.
When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in interest expense in the accompanying consolidated statements of operations. Any accrual of
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December 31, 2023, 2022 and 2021
penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations.
Earnings Attributable to Liberty Stockholders Per Common Share
Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders.
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) which removes the separation models for convertible debt with cash conversion or beneficial conversion features and also requires the application of the if-converted method for calculating diluted earnings per share as the treasury stock method is no longer permitted for convertible instruments. The Company adopted ASU 2020-06 as of January 1, 2022 using the modified retrospective approach, which does not require retrospective adjustment of prior period EPS, and recorded an immaterial cumulative effect adjustment to retained earnings upon adoption. The adoption of ASU 2020-06 decreased diluted earnings attributable to Liberty SiriusXM stockholders per common share by $ 0.27 per share and decreased diluted earnings attributable to Liberty Formula One stockholders per common share by $ 0.06 per share for the year ended December 31, 2022.
Series A, Series B and Series C Liberty SiriusXM Common Stock
The basic and diluted EPS calculations are based on the following WASO. Excluded from diluted EPS for the years ended December 31, 2023, 2022 and 2021 are 26 million, 25 million and 19 million potentially dilutive shares of Liberty SiriusXM common stock, respectively, because their inclusion would be antidilutive.
Years ended December 31,
2023
2022
2021
number of shares in millions
Basic WASO
327
328
335
Potentially dilutive shares (a)
16
17
2
Diluted WASO (b)
343
345
337
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Liberty SiriusXM Group are reported since the result would be antidilutive.
(b) For periods in which share settlement of the 2.125 % Exchangeable Senior Debentures due 2048 and 2.75 % Exchangeable Senior Debentures due 2049, which could have been settled in shares of Series C Liberty SiriusXM common stock, and 3.75 % Convertible Senior Notes due 2028, which may be settled in shares of Series A Liberty SiriusXM common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instruments during the period, net of tax where appropriate. As disclosed in note 9, the settlement of the 2.125 % Exchangeable Senior Debentures due 2048 changed to solely cash, pursuant to a supplemental indenture entered into during February 2023. Accordingly, the impact of share settlement of the 2.125 % Exchangeable Senior Debentures due 2048 was considered for purposes of calculating diluted WASO prior to the execution of the supplemental indenture.
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December 31, 2023, 2022 and 2021
Additionally, a hypothetical mark to market adjustment on the shares of Series A Liberty SiriusXM common stock included in the Securities Basket (as defined in note 9) underlying the warrants was included in the numerator adjustment in periods in which cash settlement of the warrants would have been more dilutive than share settlement.
Years ended December 31,
2023
2022
2021
amounts in millions
Basic earnings (loss) attributable to Liberty SiriusXM stockholders
$
829
1,292
599
Adjustments
1
( 31 )
—
Diluted earnings (loss) attributable to Liberty SiriusXM stockholders
$
830
1,261
599
Series A, Series B and Series C Liberty Formula One Common Stock
The basic and diluted EPS calculations are based on the following WASO. Excluded from diluted EPS for the years ended December 31, 2023, 2022 and 2021 are 4 million, 6 million and 5 million potentially dilutive shares of Liberty Formula One common stock, respectively, because their inclusion would be antidilutive.
Years ended December 31,
2023
2022
2021
number of shares in millions
Basic WASO
234
233
232
Potentially dilutive shares (a)
6
11
8
Diluted WASO (b)
240
244
240
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Formula One Group are reported since the result would be antidilutive.
(b) As described in note 2, the Liberty SiriusXM Group’s intergroup interest in the Formula One Group was settled and extinguished on July 12, 2023. The intergroup interest was a quasi-equity interest which was not represented by outstanding shares of common stock; rather, the Liberty SiriusXM Group had an attributed value in the Formula One Group which is generally stated in terms of a number of shares of stock issuable to the Liberty SiriusXM Group with respect to its interest in the Formula One Group. Each reporting period, the notional shares representing the intergroup interest were marked to fair value. As the notional shares underlying the intergroup interest were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Formula One common stock. However, Liberty assumed that the notional shares (if and when issued) would be comprised of Series A Liberty Formula One common stock since Series A Liberty Formula One common stock underlie the Convertible Notes. Therefore, the market price of Series A Liberty Formula One common stock was used for the quarterly mark-to-market adjustment through the unaudited attributed consolidated statements of operations. The notional shares representing the intergroup interest had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interest were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interest is dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interest to fair value during the period.
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December 31, 2023, 2022 and 2021
For periods in which share settlement of the 2.25 % Convertible Senior Notes due 2027, which may be settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instrument during the period, net of tax where appropriate. Additionally, an adjustment was also made to the numerator for a hypothetical mark to market adjustment on the shares of Series A Liberty Formula One common stock included in the Securities Basket (as defined in note 9) underlying the warrants in periods in which cash settlement would be more dilutive than share settlement.
Years ended December 31,
2023
2022
2021
amounts in millions
Basic earnings (loss) attributable to Liberty Formula One stockholders
$
185
558
( 190 )
Adjustments
( 37 )
( 34 )
112
Diluted earnings (loss) attributable to Liberty Formula One stockholders
$
148
524
( 78 )
Series A, Series B and Series C Liberty Live Common Stock
The basic and diluted EPS calculations are based on the following WASO. Excluded from diluted EPS for the period from August 3, 2023 to December 31, 2023 are 1 million potentially dilutive shares of Liberty Live common stock, because their inclusion would be antidilutive.
August 4, 2023 to
December 31, 2023
number of shares in millions
Basic WASO
92
Potentially dilutive shares (a)
—
Diluted WASO (b)
92
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Liberty Live Group are reported since the result would be antidilutive.
(b) A hypothetical mark-to-market adjustment on the shares of Series A Liberty Live common stock included in the Securities Basket (as defined in note 9) underlying the warrants was included in the numerator adjustment in periods in which cash settlement of the warrants would have been more dilutive than share settlement.
August 4, 2023 to
December 31, 2023
amounts in millions
Basic earnings (loss) attributable to Liberty Live stockholders
$
( 142 )
Adjustments
—
Diluted earnings (loss) attributable to Liberty Live stockholders
$
( 142 )
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December 31, 2023, 2022 and 2021
Series A, Series B and Series C Liberty Braves Common Stock
The basic and diluted EPS calculations are based on the following WASO. Excluded from diluted EPS for the years ended December 31, 2023, 2022 and 2021 are 7 million, 10 million and 2 million potentially dilutive shares of Liberty Braves common stock, respectively, because their inclusion would be antidilutive.
January 1, 2023 to
Years ended December 31,
July 18, 2023
2022
2021
number of shares in millions
Basic WASO
53
53
52
Potentially dilutive shares (a)
1
—
10
Diluted WASO (b)
54
53
62
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Braves Group are reported since the result would be antidilutive.
(b) As described in note 2, the intergroup interests in the Braves Group held by the Formula One Group and the Liberty SiriusXM Group were settled and extinguished in connection with the Split-Off. The intergroup interests were quasi-equity interests that were not represented by outstanding shares of common stock; rather, the Formula One Group and the Liberty SiriusXM Group had attributed values in the Braves Group which are generally stated in terms of a number of shares of stock issuable to the Formula One Group and the Liberty SiriusXM Group with respect to their interests in the Braves Group. Each reporting period, the notional shares representing the intergroup interests were marked to fair value. As the notional shares underlying the intergroup interests were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Braves common stock. However, Liberty assumed that the notional shares (if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series C Liberty Braves common stock in order to not dilute voting percentages and the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock since Series A Liberty Braves common stock was underlying the Convertible Notes. Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock were historically used for the quarterly mark-to-market adjustment for the intergroup interests held by Formula One Group and Liberty SiriusXM Group, respectively, through the unaudited attributed consolidated statements of operations. During the second quarter of 2023, Liberty determined that, in connection with the Split-Off, shares of ABH Series C common stock would be used to settle and extinguish the intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group. Following such determination, the market price of Series C Liberty Braves common stock was used for the mark-to-market adjustment for the intergroup interest held by the Liberty SiriusXM Group.
The notional shares representing the intergroup interests had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interests were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interests were dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interests to fair value during the period. Additionally, prior to the Split-Off, a hypothetical mark-to-market adjustment on the shares of Series A Liberty Braves common stock included in the Securities Basket (as defined in note 9) underlying the warrants was included in the numerator adjustment in periods in which cash settlement of the warrants would be more dilutive than share settlement.
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December 31, 2023, 2022 and 2021
Additionally, a hypothetical mark to market adjustment on the shares of Series A Liberty Braves common stock included in the Securities Basket (as defined in note 9) underlying the warrants was included in the numerator adjustment in periods in which cash settlement of the warrants would be more dilutive than share settlement.
January 1, 2023 to
Years ended December 31,
July 18, 2023
2022
2021
amounts in millions
Basic earnings (loss) attributable to Liberty Braves stockholders
$
( 111 )
( 35 )
( 11 )
Adjustments
—
—
31
Diluted earnings (loss) attributable to Liberty Braves stockholders
$
( 111 )
( 35 )
20
Reclasses and Adjustments
Certain prior period amounts have been reclassified for comparability with the current year presentation.
Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) fair value measurement of non-financial instruments, (ii) accounting for income taxes and (iii) the determination of the useful life of Sirius XM Holdings’ broadcast/transmission system to be its most significant estimates.
The Company holds investments that are accounted for using the equity method. The Company does not control the decision making process or business management practices of these affiliates. Accordingly, the Company relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, the Company relies on audit reports that are provided by the affiliates’ independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
In March 2023, the FASB issued Accounting Standards Update 2023-02, Investments - Equity Method Investments and Joint Ventures (“ASU 2023-02”), to allow reporting entities to elect to apply the proportional amortization method on a tax-credit-program by tax-credit-program basis to account for tax equity investments that generate income tax credits. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax (expense) benefit. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those years, and early adoption is permitted. The Company plans to adopt ASU 2023-02 on January 1, 2024 on a modified retrospective basis. The Company is in the process of evaluating the impact of ASU 2023-02 on its consolidated financial statements. The Company does not expect the adoption of ASU 2023-02 on our existing investments to materially impact our financial position or results of operations. Sirius XM Holdings intends to apply the proportional amortization method to a tax equity
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December 31, 2023, 2022 and 2021
investment that it made subsequent to December 31, 2023. Sirius XM Holdings expects to record an asset for its initial investment and unfunded future commitments and a corresponding liability for the unfunded future commitments. The asset will be amortized in proportion to the income tax benefits received.
In November 2023, the FASB issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is in the process of evaluating the disclosure requirements related to ASU 2023-07.
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires more detailed income tax disclosures. ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the disclosure requirements related to ASU 2023-09.
(4) Supplemental Disclosures to Consolidated Statements of Cash Flows
Years ended December 31,
2023
2022
2021
amounts in millions
Cash paid for acquisitions:
Fair value of assets acquired
$
—
25
( 1 )
Intangibles not subject to amortization
( 1 )
98
30
Intangibles subject to amortization
—
20
—
Net liabilities assumed
—
( 4 )
( 11 )
Deferred tax liabilities
1
( 3 )
( 1 )
Fair value of equity consideration
—
—
( 3 )
Cash paid (received) for acquisitions, net of cash acquired
$
—
136
14
Cash paid for interest, net of amounts capitalized
$
738
656
607
Cash paid for income taxes, net
$
203
168
97
Non-cash investing and financing activities:
Settlement of debt obligations with equity securities
$
61
—
—
Stock repurchased by subsidiary not yet settled
$
—
8
11
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
The following table reconciles cash and cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:
December 31,
2023
2022
2021
amounts in millions
Cash and cash equivalents
$
2,019
2,246
2,814
Restricted cash included in other current assets
—
22
88
Restricted cash included in other assets
9
8
22
Total cash, cash equivalents and restricted cash at end of period
$
2,028
2,276
2,924
(5) Restructurings
During the year ended December 31, 2023, Sirius XM Holdings initiated measures to pursue greater efficiency and to realign its business and focus on strategic priorities. As part of these measures, Sirius XM Holdings reduced the size of its workforce by approximately 475 roles, or 8 %, and recorded a charge of $ 34 million during the year ended December 31, 2023, primarily related to severance and other related costs. Sirius XM Holdings also recorded impairments of $ 15 million during the year ended December 31, 2023, primarily related to terminated software projects. In addition, Sirius XM Holdings vacated two of its leased locations and recorded impairments of $ 12 million to reduce the carrying value of the related right of use assets to their estimated fair value and accrued expenses of $ 3 million for which it will not recognize any future economic benefits during the year ended December 31, 2023. These charges were recorded to impairment, restructuring and acquisition costs, net of recoveries in the consolidated statements of operations.
During the years ended December 31, 2022 and 2021, Sirius XM Holdings evaluated its office space needs and, as a result of such analyses, vacated certain office spaces. Sirius XM Holdings assessed the recoverability of the carrying value of the operating lease right of use assets related to these locations and recorded impairments of $ 16 million and $ 18 million during the years ended December 31, 2022 and 2021, respectively, to reduce the carrying values of the operating lease right of use assets to their respective fair values. The fair values of the assets were determined using a discounted cash flow model based on Sirius XM Holdings management's assumptions regarding the ability to sublease the locations and the remaining term of the leases. In addition, during the year ended December 31, 2022, Sirius XM Holdings wrote off $ 5 million of property and equipment located at the impaired office spaces and during the year ended December 31, 2021, Sirius XM Holdings accrued expenses of $ 6 million for which it will not recognize any future economic benefits and wrote off leasehold improvements of $ 1 million. These charges were recorded to impairment, restructuring and acquisition costs in the consolidated statement of operations for the years ended December 31, 2022 and 2021.
Separately, during the year ended December 31, 2022, Sirius XM Holdings performed an analysis surrounding initiatives that it is no longer pursuing and recorded an impairment of $ 43 million associated with terminated software projects and an impairment of $ 6 million related to personnel severance. In addition, Sirius XM Holdings sold real estate as part of an evaluation of its property needs and recognized a $ 4 million gain on the sale during the year ended December 31, 2022. These costs and gain on the real estate sale are included in impairment, restructuring and acquisition costs, net of recoveries in the consolidated statements of operations for the year ended December 31, 2022.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
(6) Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3.
Liberty’s assets and liabilities measured at fair value are as follows:
December 31, 2023
December 31, 2022
Quoted prices
Significant other
Quoted prices
Significant other
in active markets
observable
in active markets
observable
for identical assets
inputs
for identical assets
inputs
Description
Total
(Level 1)
(Level 2)
Total
(Level 1)
(Level 2)
amounts in millions
Cash equivalents
$
1,142
1,142
—
2,026
2,026
—
Debt and equity securities
$
113
113
—
80
80
—
Financial instrument assets
$
141
117
24
393
86
307
Debt
$
3,059
—
3,059
3,331
—
3,331
Financial instrument liabilities
$
13
—
13
—
—
—
The majority of Liberty’s Level 2 financial instruments are debt related instruments and derivative instruments. These assets and liabilities are not always traded publicly or not considered to be traded on “active markets,” as defined in GAAP. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs or a trading price of a similar asset or liability is utilized. The fair value of debt related instruments are based on quoted market prices but not considered to be traded on “active markets,” as defined by GAAP. Accordingly, those debt and equity securities, financial instruments and debt or debt related instruments are reported in the foregoing table as Level 2 fair value. Debt and equity securities included in the table above are included in the Other assets line item in the consolidated balance sheets. As of December 31, 2023, financial instrument assets included in the table above are included in the Other assets line item in the consolidated balance sheets. As of December 31, 2022, $ 219 million and $ 174 million of financial instrument assets included in the table above are included in the Other current assets and Other assets line items, respectively, in the consolidated balance sheet. As of December 31, 2023, $ 8 million and $ 5 million of financial instrument liabilities included in the table above are included in the Other current liabilities and Other liabilities line items, respectively, in the consolidated balance sheet.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Realized and Unrealized Gains (Losses) on Financial Instruments, net
Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following (amounts in millions):
Years ended December 31,
2023
2022
2021
Debt and equity securities
$
12
( 7 )
204
Debt measured at fair value (a)
( 259 )
717
( 886 )
Change in fair value of bond hedges (b)
( 114 )
( 236 )
193
Other
38
125
38
$
( 323 )
599
( 451 )
(a) The Company elected to account for its exchangeable senior debentures and convertible notes using the fair value option. Changes in the fair value of the exchangeable senior debentures and convertible notes recognized in the consolidated statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the exchangeable senior debentures and cash convertible notes attributable to changes in the instrument specific credit risk was a gain of $ 18 million, loss of $ 4 million and loss of $ 107 million for the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2023, the Company recognized $ 18 million of previously unrecognized gains related to the retirement of the 1 % Convertible Notes (defined below), the 2.125 % Exchangeable Senior Debentures due 2048, the Convertible Notes and the 0.5 % Exchangeable Senior Debentures due 2050 , which was recognized through other, net in the consolidated statements of operations. The cumulative change since issuance was a gain of $ 64 million as of December 31, 2023, net of the recognition of previously unrecognized gains and losses.
(b) Contemporaneously with the issuance of the Convertible Notes, Liberty entered into privately negotiated cash convertible note hedges, which were expected to offset potential cash payments Liberty would be required to make in excess of the principal amount of the Convertible Notes, upon conversion of the notes. The bond hedges were marked to market based on the trading price of underlying securities and other observable market data as the significant inputs (Level 2). See note 9 for additional discussion of the Convertible Notes and the bond hedges .
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
(7) Investments in Affiliates Accounted for Using the Equity Method
Liberty has various investments accounted for using the equity method. The following table includes the Company’s carrying amount and percentage ownership and market value (Level 1) of the more significant investments in affiliates at December 31, 2023, and the carrying amount at December 31, 2022:
December 31, 2023
December 31, 2022
Percentage
Fair Value
Carrying
Carrying
ownership
(Level 1)
amount
amount
dollar amounts in millions
Liberty SiriusXM Group
Sirius XM Canada
70 %
$
NA
$
611
597
Live Nation (a)
NA
NA
158
Other
104
68
Total Liberty SiriusXM Group
715
823
Formula One Group
Other (a)
various
NA
41
34
Total Formula One Group
41
34
Liberty Live Group
Live Nation (a)
30 %
6,519
307
NA
Other (a)
NA
26
NA
Total Liberty Live Group
333
NA
Braves Group
Other
NA
NA
95
Total Braves Group
NA
95
Consolidated Liberty
$
1,089
952
(a) Liberty’s interests in Live Nation and certain other equity affiliates were reattributed to the Liberty Live Group effective August 3, 2023. Liberty’s share of earnings (losses) related to these affiliates were reflected in the results of the Liberty SiriusXM Group and the Formula One Group prior to the Reclassification and are reflected in the results of the Liberty Live Group following the Reclassification.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
The following table presents the Company’s share of earnings (losses) of affiliates:
Years ended December 31,
2023
2022
2021
amounts in millions
Liberty SiriusXM Group
Sirius XM Canada
$
2
—
4
Live Nation (a)
127
72
( 235 )
Other
( 21 )
( 5 )
( 22 )
Total Liberty SiriusXM Group
108
67
( 253 )
Formula One Group
Other (a)
( 4 )
—
23
Total Formula One Group
( 4 )
—
23
Liberty Live Group
Live Nation (a)
21
NA
NA
Other (a)
1
NA
NA
Total Liberty Live Group
22
NA
NA
Braves Group
Other
12
32
30
Total Braves Group
12
32
30
Consolidated Liberty
$
138
99
( 200 )
(a) Liberty’s interests in Live Nation and certain other equity affiliates were reattributed to the Liberty Live Group effective August 3, 2023.
Live Nation
Live Nation is considered the world’s leading live entertainment company and seeks to innovate and enhance the live entertainment experience for artists and fans before, during and after the show.
Due to the impact of COVID-19, Live Nation recorded significant losses during the year ended December 31, 2021. In September 2021, Live Nation completed an offering of approximately 5.2 million shares of its common stock, resulting in a gain on dilution of our investment in Live Nation. See note 9 for details regarding the number and fair value of Live Nation common stock pledged as collateral pursuant to the margin loan secured by shares of Live Nation (“Live Nation Margin Loan”) as of December 31, 2023.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Summarized financial information for Live Nation is as follows:
Consolidated Balance Sheets
December 31,
2023
2022
amounts in millions
Current assets
$
9,578
8,160
Property, plant and equipment, net
2,101
1,488
Intangible assets
1,539
1,419
Goodwill
2,691
2,529
Other assets
3,165
2,865
Total assets
$
19,074
16,461
Current liabilities
$
9,960
8,303
Long-term debt, net
5,459
5,283
Other liabilities
2,174
2,111
Redeemable noncontrolling interests
894
670
Equity
587
94
Total liabilities and equity
$
19,074
16,461
Consolidated Statements of Operations
Years ended December 31,
2023
2022
2021
amounts in millions
Revenue
$
22,749
16,681
6,268
Operating expenses:
Direct operating expenses
17,292
12,337
4,356
Selling, general and administrative expenses
3,557
2,956
1,755
Depreciation and amortization
517
450
416
Other operating expenses
317
206
159
21,683
15,949
6,686
Operating income (loss)
1,066
732
( 418 )
Interest expense
( 350 )
( 278 )
( 282 )
Other income (expense), net
178
51
89
Earnings (loss) before income taxes
894
505
( 611 )
Income tax (expense) benefit
( 160 )
( 96 )
2
Net earnings (loss)
734
409
( 609 )
Less net earnings (loss) attributable to noncontrolling interests
171
113
42
Net earnings (loss) attributable to Live Nation stockholders
$
563
296
( 651 )
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Sirius XM Canada
As of December 31, 2023, Sirius XM Holdings holds a 70 % equity interest and 33 % voting interest in Sirius XM Canada Holdings, Inc. (“Sirius XM Canada”). Sirius XM Canada is accounted for as an equity method investment as Sirius XM Holdings does not have the ability to direct the most significant activities that impact Sirius XM Canada’s economic performance.
On March 15, 2022, Sirius XM Holdings and Sirius XM Canada entered into an amended and restated services and distribution agreement, pursuant to which, the fee payable by Sirius XM Canada to Sirius XM Holdings was modified from a fixed percentage of revenue to a variable fee, based on a target operating profit for Sirius XM Canada. Such variable fee is evaluated annually based on comparable companies and is payable on a monthly basis, in arrears.
Sirius XM Holdings extended a loan to Sirius XM Canada. The principal amount outstanding on the loan was $ 8 million as of December 31, 2023.
Sirius XM Holdings had approximately $ 36 million and $ 42 million in related party current assets as of December 31, 2023 and 2022, respectively. At December 31, 2023, Sirius XM Holdings had approximately $ 8 million in related party liabilities, which are recorded in other current liabilities in the consolidated balance sheet. Sirius XM Holdings recorded approximately $ 104 million, $ 111 million and $ 101 million in revenue for the years ended December 31, 2023, 2022 and 2021, respectively, associated with these various agreements. Sirius XM Canada paid dividends to Sirius XM Holdings of $ 1 million, $ 9 million and $ 2 million during the years ended December 31, 2023, 2022 and 2021, respectively.
SoundCloud
In February 2020, Sirius XM Holdings completed a $ 75 million investment in Series G Membership Units of SoundCloud Holdings, LLC (“SoundCloud”). The Series G Units are convertible at the option of the holders at any time into shares of ordinary membership units of SoundCloud at a ratio of one ordinary membership unit for each Series G Unit. The investment in SoundCloud is accounted for as an equity method investment as Sirius XM Holdings does not have the ability to direct the most significant activities that impact SoundCloud's economic performance.
In addition to Sirius XM Holdings’ investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive ad sales representative in the U.S. and certain European countries. Through this arrangement, Pandora offers advertisers the ability to execute campaigns in the U.S. across the Pandora and SoundCloud platforms. Sirius XM Holdings recorded revenue share expense related to this agreement of $ 54 million, $ 55 million and $ 60 million during years ended December 31, 2023, 2022 and 2021, respectively. Sirius XM Holdings also had related party liabilities of $ 20 million and $ 19 million as of December 31, 2023 and 2022, respectively, related to this agreement.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
(8) Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill are as follows:
Sirius XM Holdings
Formula 1
Other
Total
amounts in millions
Balance at January 1, 2022
$
15,112
3,956
180
19,248
Acquisitions (a)
97
—
—
97
Other
—
—
( 4 )
( 4 )
Balance at December 31, 2022
15,209
3,956
176
19,341
Split-Off
—
—
( 176 )
( 176 )
Balance at December 31, 2023
$
15,209
3,956
—
19,165
(a) During January 2022 and May 2022, Sirius XM Holdings completed immaterial acquisitions for total cash consideration of approximately $ 136 million.
Other Intangible Assets Not Subject to Amortization
Other intangible assets not subject to amortization, not separately disclosed, are trademarks ($ 1,242 million) at December 31, 2023 and 2022 and franchise rights owned by Braves Holdings ($ 124 million) as of December 31, 2022. We identified these assets as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. Sirius XM Holdings’ Federal Communications Commission (“FCC”) licenses for its Sirius satellites expire in 2025 and 2030 and the FCC licenses for its XM satellites expire in 2026 and 2029. Prior to expiration, Sirius XM Holdings is required to apply for a renewal of its FCC licenses. The renewal and extension of its licenses is reasonably certain at minimal cost, which is expensed as incurred. Each of the FCC licenses authorizes Sirius XM Holdings to use the broadcast spectrum, which is a renewable, reusable resource that does not deplete or exhaust over time.
Intangible Assets Subject to Amortization
Intangible assets subject to amortization are comprised of the following:
December 31, 2023
December 31, 2022
Gross
Net
Gross
Net
carrying
Accumulated
carrying
carrying
Accumulated
carrying
amount
amortization
amount
amount
amortization
amount
amounts in millions
FIA Agreement
$
3,630
( 1,304 )
2,326
3,630
( 1,125 )
2,505
Customer relationships
3,054
( 2,180 )
874
3,054
( 1,936 )
1,118
Licensing agreements
317
( 243 )
74
359
( 272 )
87
Other
2,512
( 1,914 )
598
2,191
( 1,613 )
578
Total
$
9,513
( 5,641 )
3,872
9,234
( 4,946 )
4,288
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
The FIA Agreement is amortized over 35 years , customer relationships are amortized over 10 - 15 years and licensing agreements are amortized over 15 years . Amortization expense was $ 760 million, $ 782 million and $ 802 million for the years ended December 31, 2023, 2022 and 2021, respectively. Based on its amortizable intangible assets as of December 31, 2023, Liberty expects that amortization expense will be as follows for the next five years (amounts in millions):
2024
$
627
2025
$
575
2026
$
413
2027
$
279
2028
$
202
Impairments
As of December 31, 2023, accumulated goodwill impairment losses for Liberty totaled $ 956 million and related entirely to the Sirius XM Holdings reportable segment.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
(9) Debt
Debt is summarized as follows:
Outstanding
Carrying value
Principal
December 31,
December 31,
December 31, 2023
2023
2022
amounts in millions
Liberty SiriusXM Group
Corporate level notes and loans:
1.375 % Cash Convertible Senior Notes due 2023 (1)
$
—
—
968
3.75 % Convertible Senior Notes due 2028 (1)
575
688
—
2.125 % Exchangeable Senior Debentures due 2048 (1)
—
—
382
2.75 % Exchangeable Senior Debentures due 2049 (1)
586
574
559
0.5 % Exchangeable Senior Debentures due 2050 (1)
—
—
920
Sirius XM Holdings Margin Loan
695
695
875
Live Nation Margin Loan
NA
NA
—
Subsidiary notes and loans:
Sirius XM 3.125 % Senior Notes due 2026
1,000
994
992
Sirius XM 5.0 % Senior Notes due 2027
1,500
1,494
1,492
Sirius XM 4.0 % Senior Notes due 2028
2,000
1,985
1,982
Sirius XM 5.50 % Senior Notes due 2029
1,250
1,241
1,240
Sirius XM 4.125 % Senior Notes due 2030
1,500
1,488
1,487
Sirius XM 3.875 % Senior Notes due 2031
1,500
1,487
1,485
Pandora 1.75 % Convertible Senior Notes due 2023
—
—
193
Sirius XM Senior Secured Revolving Credit Facility
—
—
80
Sirius XM Incremental Term Loan
500
500
500
Deferred financing costs
( 9 )
( 12 )
Total Liberty SiriusXM Group
11,106
11,137
13,143
Formula One Group
Corporate level notes and loans:
1 % Cash Convertible Notes due 2023 (1)
—
—
44
2.25 % Convertible Senior Notes due 2027 (1)
475
480
458
Other
58
58
63
Subsidiary notes and loans:
Senior Loan Facility
2,407
2,377
2,389
Deferred financing costs
( 9 )
( 7 )
Total Formula One Group
2,940
2,906
2,947
Liberty Live Group
Corporate level notes and loans:
0.5 % Exchangeable Senior Debentures due 2050 (1)
62
69
NA
2.375 % Exchangeable Senior Debentures due 2053 (1)
1,150
1,248
NA
Live Nation Margin Loan
—
—
NA
Total Liberty Live Group
1,212
1,317
NA
Braves Group (2)
Subsidiary notes and loans:
Notes and loans
—
—
546
Deferred financing costs
—
( 4 )
Total Braves Group
—
—
542
Total debt
$
15,258
15,360
16,632
Debt classified as current
( 1,180 )
( 1,679 )
Total long-term debt
$
14,180
14,953
(1) Measured at fair value
(2) Debt attributed to the Braves Group was included in Split-Off of ABH, as described in note 2.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
1.375 % Cash Convertible Senior Notes due 2023
On October 17, 2013, Liberty issued $ 1 billion aggregate principal amount of the Convertible Notes. Interest on the Convertible Notes was payable semi-annually in arrears on April 15 and October 15 of each year at a rate of 1.375 % per annum. The consideration due upon conversion of the Convertible Notes was based on the product of the conversion rate specified in the indenture and the underlying basket of Liberty tracking stocks (the “Securities Basket”). Since the date of issuance, the conversion adjustment and other provisions of the indenture were amended to give effect to certain transactions, including the Split-Off, the Formula One Distribution and the Reclassification, each described in note 2. The Convertible Notes were settled solely in cash, and not through the delivery of any securities. During the years ended December 31, 2023 and 2022, Liberty paid approximately $ 882 million and $ 284 million, respectively, to repurchase approximately $ 790 million and $ 210 million aggregate principal amount of the Convertible Notes, respectively. Liberty elected to account for the Convertible Notes using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value. The Convertible Notes matured on October 15, 2023 and were classified as a current liability as of December 31, 2022 in the accompanying consolidated balance sheets.
Additionally, contemporaneously with the issuance of the Convertible Notes, Liberty entered into a bond hedge transaction (the “Bond Hedge Transaction”). The Bond Hedge Transaction was expected to offset potential cash payments Liberty would be required to make in excess of the principal amount of the Convertible Notes, upon conversion of the notes in the event that the volume-weighted average price per share of the components of the Securities Basket, as measured under the cash convertible note hedge transactions on each trading day of the relevant cash settlement averaging period or other relevant valuation period, was greater than the strike price of the components of the Securities Basket. During the years ended December 31, 2023 and 2022, Liberty received approximately $ 104 million and $ 72 million, respectively, for the settlement of the portion of the bond hedge related to the repurchase of Convertible Notes described above. The bond hedge expired on October 15, 2023 and was included in Other current assets as of December 31, 2022 in the accompanying consolidated balance sheets, with changes in the fair value recorded as unrealized gains (losses) on financial instruments in the accompanying consolidated statements of operations.
Concurrently with the Convertible Notes and Bond Hedge Transaction, Liberty also entered into separate privately negotiated warrant transactions under which Liberty sold warrants relating to the same underlying shares of the Convertible Notes and Bond Hedge Transaction, subject to anti-dilution adjustments. Liberty could elect to settle its delivery obligation under the warrant transactions with cash. During the years ended December 31, 2023 and 2022, Liberty paid approximately $ 51 million and $ 45 million, respectively, for the settlement of the portion of the obligation under the warrants related to the repurchase of Convertible Notes described above.
The Convertible Notes, Bond Hedge Transaction and warrants were attributed to the Liberty SiriusXM Group.
1 % Cash Convertible Notes due 2023
On January 23, 2017, Liberty issued $ 450 million cash convertible notes at an interest rate of 1 % per annum, which were convertible, under certain circumstances, into cash based on the trading prices of the underlying shares of Series C Liberty Formula One common stock and matured on January 30, 2023 (the “ 1 % Convertible Notes”). The initial conversion rate for the notes was approximately 27.11 shares of Series C Liberty Formula One common stock per $ 1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 36.89 per share of Series C Liberty Formula One common stock. The conversion of the 1 % Convertible Notes was settled solely in cash, and not through the delivery of any securities. During the year ended December 31, 2022, Liberty paid approximately $ 630 million to repurchase approximately $ 359 million aggregate principal amount of the 1 % Convertible Notes. In January 2023, Liberty paid approximately $ 47 million to settle the remaining 1 % Convertible Notes.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
2.25 % Convertible Senior Notes due 2027
On August 12, 2022, Liberty issued $ 475 million convertible notes at an interest rate of 2.25 % per annum, which, at Liberty’s election, are convertible into cash, shares of Series C Liberty Formula One common stock or a combination of cash and shares of Series C Liberty Formula One common stock and mature on August 15, 2027. As of December 31, 2023, the conversion rate for the notes is approximately 12.0505 shares of Series C Liberty Formula One common stock per $ 1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 82.98 per share of Series C Liberty Formula One common stock. The notes are attributed to the Formula One Group. Liberty has elected to account for the notes using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
3.75 % Convertible Senior Notes due 2028
On March 10, 2023, Liberty issued $ 575 million convertible notes at an interest rate of 3.75 % per annum, which, at Liberty’s election, are convertible into cash, shares of Series A Liberty SiriusXM common stock or a combination of cash and shares of Series A Liberty SiriusXM common stock and mature on March 15, 2028. As of December 31, 2023, the conversion rate for the notes is approximately 35.4563 shares of Series A Liberty SiriusXM common stock per $ 1,000 principal amount of notes, equivalent to a conversion price of approximately $ 28.20 per share of Series A Liberty SiriusXM common stock. The notes are attributed to the Liberty SiriusXM Group. Liberty has elected to account for the notes using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
2.125 % Exchangeable Senior Debentures due 2048
On March 6, 2018, Liberty closed a private offering of approximately $ 400 million aggregate principal amount of its 2.125 % exchangeable senior debentures due 2048 (the “ 2.125 % Exchangeable Senior Debentures due 2048”). Upon an exchange of debentures, pursuant to a supplemental indenture entered into in February 2023, Liberty could deliver solely cash to satisfy its exchange obligations. The number of shares of Sirius XM Holdings common stock attributable to a debenture represented an initial exchange price of approximately $ 8.02 per share. A total of approximately 49.9 million shares of Sirius XM Holdings common stock were attributable to the debentures. Interest was payable quarterly on March 31, June 30, September 30 and December 31 of each year. The debentures could be redeemed by Liberty, in whole or in part, on or after April 7, 2023. Holders of the debentures also had the right to require Liberty to purchase their debentures on April 7, 2023. Accordingly, the 2.125 % Exchangeable Senior Debentures due 2048 are classified as a current liability in the consolidated balance sheet as of December 31, 2022. During the year ended December 31, 2023, Liberty paid approximately $ 387 million to repurchase the remaining $ 387 million aggregate principal amount of the debentures. The debentures were attributed to the Liberty SiriusXM Group. Liberty elected to account for the debentures using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
2.75 % Exchangeable Senior Debentures due 2049
On November 26, 2019, Liberty closed a private offering of approximately $ 604 million aggregate principal amount of its 2.75 % exchangeable senior debentures due 2049 (the “ 2.75 % Exchangeable Senior Debentures due 2049”). Upon an exchange of debentures, Liberty, at its option, may deliver Sirius XM Holdings common stock, Series C Liberty SiriusXM common stock, cash or a combination of Sirius XM Holdings common stock, Series C Liberty SiriusXM common stock and/or cash. The number of shares of Sirius XM Holdings common stock attributable to a debenture represents an initial exchange price of approximately $ 8.62 per share. A total of approximately 70 million shares of Sirius XM Holdings common stock are attributable to the debentures. Interest is payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 2020. The debentures may be redeemed by Liberty, in whole or in part, on or after December 1, 2024. Holders of the debentures also have the right to require Liberty to purchase their debentures on December 1, 2024. Accordingly, the 2.75 % Exchangeable Senior Debentures due 2049 are classified
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
as a current liability in the consolidated balance sheet as of December 31, 2023. The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The debentures are attributed to the Liberty SiriusXM Group. Liberty has elected to account for the debentures using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
0.5 % Exchangeable Senior Debentures due 2050
In November 2020, Liberty closed a private offering of approximately $ 920 million aggregate principal amount of its 0.5 % exchangeable senior debentures due 2050 (the “ 0.5 % Exchangeable Senior Debentures due 2050”). Upon an exchange of debentures, Liberty, at its option, may deliver Live Nation common stock, cash or a combination of Live Nation common stock and/or cash. The number of shares of Live Nation common stock attributable to a debenture represents an initial exchange price of approximately $ 90.10 per share. Interest is payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 2021. The debentures may be redeemed by Liberty, in whole or in part, on or after September 1, 2024. Holders of the debentures also have the right to require Liberty to purchase their debentures on September 1, 2024. The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. During the year ended December 31, 2023, Liberty paid approximately $ 918 million to repurchase $ 858 million aggregate principal amount of the debentures. As of December 31, 2023, approximately 1 million shares of Live Nation common stock are attributable to the debentures. Liberty elected to account for the debentures using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value. On August 3, 2023, in connection with the Reclassification, as described in note 2, the debentures were reattributed from the Liberty SiriusXM Group to the Liberty Live Group.
2.375 % Exchangeable Senior Debentures due 2053
In September 2023, Liberty closed a private offering of approximately $ 1.15 billion aggregate principal amount of its 2.375 % exchangeable senior debentures due 2053 (the “ 2.375 % Exchangeable Senior Debentures due 2053”). Upon an exchange of debentures, Liberty, at its option, may deliver Live Nation common stock, cash or a combination of Live Nation common stock and/or cash. The number of shares of Live Nation common stock attributable to a debenture represents an initial exchange price of approximately $ 104.91 per share. A total of approximately 11 million shares of Live Nation common stock are attributable to the debentures. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2023. The debentures may be redeemed by Liberty, in whole or in part, on or after September 30, 2028. Holders of the debentures also have the right to require Liberty to purchase their debentures on September 30, 2028. The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The debentures are attributed to the Liberty Live Group. Liberty elected to account for the debentures using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
Margin Loans
Sirius XM Holdings Margin Loan
In February 2021, Liberty Siri MarginCo, LLC (“Siri MarginCo”), a wholly-owned subsidiary of Liberty, borrowed $ 125 million pursuant to an amendment to its margin loan agreement secured by shares of Sirius XM Holdings common stock (the “Sirius XM Holdings Margin Loan”) that was comprised of an $ 875 million term loan and an $ 875 million revolving line of credit. The term loan and any drawn portion of the revolver carried an interest rate of LIBOR plus 2.00 % with the undrawn portion carrying a fee of 0.50 %. In March 2023, Siri MarginCo amended the Sirius XM Holdings Margin Loan, increasing the revolving line of credit to $ 1,075 million, extending the maturity to March 2026 and changing
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
the interest rate to the Secured Overnight Financing Rate (“ SOFR ”) plus 2.25 %. During the year ended December 31, 2023, Siri MarginCo repaid $ 180 million of borrowings outstanding under the term loan. Borrowings outstanding under the Sirius XM Holdings Margin Loan bore interest at a rate of 7.60 % and 6.73 % per annum at December 31, 2023 and 2022, respectively. As of December 31, 2023, availability under the Sirius XM Holdings Margin Loan was $ 1,075 million. As of December 31, 2023, 1.0 billion shares of the Company’s Sirius XM Holdings common stock with a value of $ 5,470 million were held in collateral accounts related to the Sirius XM Holdings Margin Loan. The margin loan contains various affirmative and negative covenants that restrict the activities of the borrower. The margin loan does not include any financial covenants.
Live Nation Margin Loan
On November 9, 2020, LMC LYV, a wholly owned subsidiary of Liberty, amended the Live Nation Margin Loan agreement, reducing the borrowing capacity to $ 200 million, increasing the interest rate to LIBOR plus 2.0 % and decreasing the undrawn commitment fee to 0.5 % per annum. On December 3, 2021, the margin loan was amended, increasing the borrowing capacity to $ 400 million. On May 9, 2022, the margin loan was amended, replacing the delayed draw term loan with a $ 400 million revolving line of credit and changing the interest rate to the Adjusted Term SOFR plus Term SOFR Adjustment ( 0.1 %) plus 2.0 %. On September 5, 2023, the Live Nation Margin Loan agreement was amended to, among other things, extend the maturity date to September 9, 2026 and change the interest rate to Term SOFR plus 2 %. Interest on the margin loan is payable on the last business day of each calendar quarter. As of December 31, 2023, availability under the Live Nation Margin Loan was $ 400 million. As of December 31, 2023, 9.0 million shares of the Company’s Live Nation common stock with a value of $ 840 million were pledged as collateral to the loan. The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants. On August 3, 2023, in connection with the Reclassification, as described in note 2, the Live Nation Margin Loan was reattributed from the Liberty SiriusXM Group to the Liberty Live Group.
Sirius XM Holdings Senior Notes
Sirius XM 3.125 % Senior Notes Due 2026 and Sirius XM 3.875 % Senior Notes Due 2031
In August 2021, Sirius XM Holdings issued $ 1.0 billion aggregate principal amount of 3.125 % Senior Notes due 2026 (the “ 3.125 % Notes”) and $ 1.5 billion aggregate principal amount of 3.875 % Senior Notes due 2031 (the “ 3.875 % Notes”). Interest on the 3.125 % Notes and 3.875 % Notes is payable semi-annually on March 1 and September 1. The 3.125 % Notes mature on September 1, 2026 and the 3.875 % Notes mature on September 1, 2031. Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations under the notes.
Sirius XM 5.00 % Senior Notes due 2027
In July 2017, Sirius XM Holdings issued $ 1.5 billion aggregate principal amount of 5.00 % Senior Notes due 2027 (the “ 5.00 % Notes”). Interest is payable semi-annually in arrears on February 1 and August 1. The 5.00 % Notes will mature on August 1, 2027. The 5.00 % notes are recorded net of the remaining unamortized discount. Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations under the notes.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Sirius XM 4.0 % Senior Notes Due 2028
In June 2021, Sirius XM issued $ 2.0 billion aggregate principal amount of 4.0 % Senior Notes due 2028 (the “ 4.0 % Notes”). Interest is payable semi-annually in arrears on January 15 and July 15 of each year at a rate of 4.0 % per annum. The 4.0 % Notes will mature on July 15, 2028. Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations under the notes.
Sirius XM 5.50 % Senior Notes due 2029
In June 2019, Sirius XM Holdings issued $ 1.25 billion aggregate principal amount of 5.50 % Senior Notes due 2029 (the “ 5.50 % Notes”). Interest is payable semi-annually in arrears on January 1 and July 1 of each year at an annual rate of 5.50 %. The 5.50 % Notes will mature on July 1, 2029 and are recorded net of the remaining unamortized discount. Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations under the notes.
Sirius XM 4.125 % Senior Notes due 2030
In June 2020, Sirius XM Holdings issued $ 1.5 billion aggregate principal amount of 4.125 % Senior Notes due 2030 (the “ 4.125 % Notes”). Interest is payable semi-annually in arrears on January 1 and July 1 of each year at an annual rate of 4.125 % . The 4.125 % Notes will mature on July 1, 2030 and are recorded net of the remaining unamortized discount . Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations under the notes.
Pandora 1.75 % Convertible Senior Notes due 2023
Sirius XM Holdings acquired $ 193 million principal amount of the 1.75 % Convertible Senior Notes due 2023 (the “Pandora Notes due 2023”) as part of the Pandora acquisition in February 2019. Prior to the adoption of ASU 2020-06, as described in note 3, Sirius XM Holdings allocated the principal amount of the Pandora Notes due 2023 between the liability and equity components. Upon adoption of ASU 2020-06 on January 1, 2022, as further described in note 3, the separation model for convertible debt with cash conversion features was removed and, as a result, Sirius XM Holdings recorded an immaterial adjustment to the carrying value of the Pandora Notes due 2023 and a corresponding cumulative effect adjustment to retained earnings. During the year ended December 31, 2023, certain investors exercised their right to require a Special Repurchase, as defined in the indenture governing such notes, and Pandora repurchased $ 173 million principal amount of the Pandora Notes due 2023 with cash for an aggregate purchase price equal to 100 % of the principal amount of the notes repurchased plus accrued and unpaid interest to the date of repurchase. In December 2023, Sirius XM Holdings retired the remaining $ 20 million outstanding principal amount of the Pandora Notes due 2023 at maturity with cash for 100 % of the principal amount plus accrued and unpaid interest to the date of maturity.
Sirius XM Holdings Senior Secured Revolving Credit Facility and Incremental Term Loan
Sirius XM Holdings entered into a Senior Secured Revolving Credit Facility (the “Credit Facility”) with a syndicate of financial institutions with a total borrowing capacity of $ 1,750 million which matures in August 2026. The Credit Facility is guaranteed by certain of Sirius XM Holdings’ material domestic subsidiaries and is secured by a lien on substantially all of Sirius XM Holdings’ assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and, effective as of July 1, 2023, accrues at a rate based on SOFR plus an applicable rate. Borrowings outstanding under the Credit Facility bore interest at a rate of 5.89 % per annum as of December 31, 2022. Sirius XM Holdings is required to pay a variable fee on the average daily unused portion of the Credit Facility which was 0.25 % per annum as of December 31, 2023 and is payable on a quarterly basis. The Credit Facility contains customary
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
covenants, including a maintenance covenant. Availability under the Credit Facility was $ 1,750 million as of December 31, 2023.
On April 11, 2022, Sirius XM Holdings entered into an amendment to the Credit Facility to incorporate an incremental term loan borrowing of $ 500 million which matures on April 11, 2024. Interest on the incremental term loan borrowing is based on SOFR plus an applicable rate. Borrowings outstanding under the incremental term loan bore interest at a rate of 6.49 % and 5.36 % per annum as of December 31, 2023 and 2022, respectively.
On January 26, 2024, Sirius XM entered into an amendment to the Credit Facility which provides for certain changes to the Credit Agreement, including the addition of a $ 1.1 billion incremental term loan.
Formula 1 Loans
On November 23, 2022, Formula 1 refinanced its previous $ 2.9 billion first lien Term Loan B and $ 500 million revolving credit facility with a new $ 725 million first lien Term Loan A, a refinanced $ 1.7 billion Term Loan B and a new $ 500 million revolving credit facility (collectively, the “Senior Loan Facility”). The Term Loan A and revolving credit facility mature on January 15, 2028 and the Term Loan B matures on January 15, 2030. As of December 31, 2023, there were no outstanding borrowings under the $ 500 million revolving credit facility. The margin for the Term Loan B, originally set at 3.25 %, stepped down to 3.00 % effective May 5, 2023, after a certain leverage test was met as of March 31, 2023. Formula 1 repriced the Term Loan B on October 4, 2023, reducing the margin to 2.25 %. The margin for the Term Loan A and revolving credit facility is between 1.50 % and 2.25 % depending on leverage ratios, amongst other things, and was fixed at 1.75 % for the first year and reduced to 1.5 % effective November 24, 2023. The reference rate for the Term Loan A, Term Loan B and dollar borrowings under the revolving credit facility is Term SOFR. The interest rate on the Senior Loan Facility was approximately 7.38 % and 7.12 % as of December 31, 2023 and 2022, respectively. The Senior Loan Facility remains non-recourse to Liberty Media. The Senior Loan Facility is secured by share pledges and floating charges over Formula 1’s primary operating companies with certain cross guarantees. Additionally, in order to manage the interest rate risk of its $ 2.4 billion Senior Loan Facility, Formula 1 had $ 2.1 billion of interest rate swaps that expired on December 31, 2023, and has $ 1.7 billion of interest rate swaps, effective December 31, 2023, with a termination date in December 2029 and an optional early termination date in December 2027.
Debt Covenants
The Sirius XM Holdings Credit Facility contains certain financial covenants related to Sirius XM Holdings’ leverage ratio. The Formula 1 Senior Loan Facility contains certain financial covenants, including a leverage ratio. Additionally, Sirius XM Holdings’ Credit Facility, Formula 1 debt and other borrowings contain certain non-financial covenants. As of December 31, 2023, the Company, Sirius XM Holdings and Formula 1 were in compliance with all debt covenants.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Fair Value of Debt
The fair values, based on quoted market prices of the same instruments but not considered to be active markets (Level 2), of Sirius XM Holdings’ publicly traded debt securities, not reported at fair value, are as follows (amounts in millions):
December 31, 2023
Sirius XM 3.125 % Senior Notes due 2026
$
932
Sirius XM 5.0 % Senior Notes due 2027
$
1,444
Sirius XM 4.0 % Senior Notes due 2028
$
1,827
Sirius XM 5.50 % Senior Notes due 2029
$
1,202
Sirius XM 4.125 % Senior Notes due 2030
$
1,326
Sirius XM 3.875 % Senior Notes due 2031
$
1,277
Due to the variable rate nature of the Credit Facility, margin loans and other debt, the Company believes that the carrying amount approximates fair value at December 31, 2023.
Five Year Maturities
The annual principal maturities of outstanding debt obligations for each of the next five years is as follows (amounts in millions):
2024
$
542
2025
$
43
2026
$
1,756
2027
$
2,069
2028
$
3,085
(10) Leases
The Company and its subsidiaries lease business offices, satellite transponders and equipment. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments using our incremental borrowing rate at the commencement date of the lease. The Company accounts for lease and non-lease components as a single component and does not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less or leases with non-consecutive periods of use that total twelve months or less at the lease commencement date.
Our leases have remaining lease terms of 1 year to 19 years , some of which may include the option to extend for up to 5 years , and some of which include options to terminate the leases within 1 year.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
The following table presents the components of lease expense:
Years ended December 31,
2023
2022
2021
amounts in millions
Finance lease cost
Depreciation of leased assets
$
21
32
35
Interest on lease liabilities
3
5
6
Total finance lease cost
24
37
41
Operating lease cost
71
89
89
Short-term operating lease cost
67
—
—
Sublease income
( 3 )
( 3 )
( 4 )
Total lease cost
$
159
123
126
The remaining weighted-average lease terms and the weighted average discount rates were as follows:
2023
2022
2021
Weighted-average remaining lease term (years):
Finance leases
3.0
24.4
27.7
Operating leases
7.3
8.2
8.4
Weighted-average discount rate:
Finance leases
2.3 %
4.5 %
4.7 %
Operating leases
5.2 %
5.3 %
5.2 %
The following table presents supplemental balance sheet information related to leases:
December 31,
2023
2022
amounts in millions
Operating leases:
Operating lease right-of-use assets (1)
$
315
344
Current operating lease liabilities (2)
$
53
53
Operating lease liabilities (3)
323
349
Total operating lease liabilities
$
376
402
Finance Leases:
Property and equipment, at cost
$
33
491
Accumulated depreciation
( 12 )
( 181 )
Property and equipment, net
$
21
310
Current finance lease liabilities (2)
$
5
7
Finance lease liabilities (3)
10
117
Total finance lease liabilities
$
15
124
(1) Included in Other assets in the consolidated balance sheet
(2) Included in Other current liabilities in the consolidated balance sheet
(3) Included in Other liabilities in the consolidated balance sheet
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Supplemental cash flow information related to leases was as follows:
Years ended December 31,
2023
2022
2021
amounts in millions
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
84
86
89
Financing cash flows for finance leases
$
7
7
5
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$
30
17
11
Future minimum payments under noncancelable operating leases and finance leases with initial terms of one year or more at December 31, 2023 consisted of the following:
Finance leases
Operating leases
amounts in millions
2024
$
4
69
2025
6
72
2026
5
64
2027
—
59
2028
—
52
Thereafter
—
132
Total lease payments
15
448
Less: implied interest
0
72
Present value of lease liabilities
$
15
376
The Company expects to pay $ 65 million in 2024, $ 69 million in 2025, $ 2 million in 2026 and $ 2 million in 2027 related to short-term leases that extend over multiple years.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
(11) Income Taxes
Income tax benefit (expense) consists of:
Years ended December 31,
2023
2022
2021
amounts in millions
Current:
Federal
$
( 111 )
( 77 )
( 26 )
State and local
( 57 )
( 50 )
( 51 )
Foreign
( 41 )
( 24 )
( 9 )
( 209 )
( 151 )
( 86 )
Deferred:
Federal
( 44 )
( 299 )
( 130 )
State and local
8
( 44 )
84
Foreign
22
330
87
( 14 )
( 13 )
41
Income tax benefit (expense)
$
( 223 )
( 164 )
( 45 )
The following table presents a summary of our domestic and foreign earnings (loss) before income taxes:
Years ended December 31,
2023
2022
2021
amounts in millions
Domestic
$
804
1,852
666
Foreign
381
341
123
Total
$
1,185
2,193
789
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Expected income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 21 % for the years ended December 31, 2023, 2022 and 2021 as a result of the following:
Years ended December 31,
2023
2022
2021
amounts in millions
Computed expected tax benefit (expense)
$
( 249 )
( 461 )
( 166 )
State and local income taxes, net of federal income taxes
( 64 )
( 76 )
( 58 )
Foreign income taxes, net of foreign tax credit
11
27
34
Income tax reserves
28
12
140
Taxable dividends, net of dividends received deductions
( 1 )
( 7 )
( 11 )
Federal tax credits
95
25
55
Change in valuation allowance affecting tax expense
20
303
( 135 )
Change in tax rate
( 1 )
6
146
Stock-based compensation
( 16 )
26
36
Non-deductible executive compensation
( 15 )
( 21 )
( 17 )
Non-taxable gain / non-deductible (loss)
( 35 )
11
( 76 )
Other, net
4
( 9 )
7
Income tax benefit (expense)
$
( 223 )
( 164 )
( 45 )
For the year ended December 31, 2023, the significant reconciling items, as noted in the table above, are federal tax credits and incentives generated by our alternative energy investments, partially offset by the effect of state income taxes and certain losses that are not deductible for tax purposes.
For the year ended December 31, 2022, the significant reconciling items, as noted in the table above, are a decrease in our valuation allowance, partially offset by the effect of state income taxes.
For the year ended December 31, 2021, the significant reconciling items, as noted in the table above, are federal income tax credits, the settlement of state income tax audits at Sirius XM Holdings and a change in the Company’s foreign effective tax rate, partially offset by an increase in our valuation allowance, the effect of state income taxes and certain losses that are not deductible for income tax purposes.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
December 31,
2023
2022
amounts in millions
Deferred tax assets:
Tax loss and credit carryforwards
$
1,062
1,170
Other accrued liabilities
230
256
Investments
95
139
Accrued stock compensation
67
81
Deferred revenue
42
34
Discount on debt
6
—
Other future deductible amounts
5
16
Deferred tax assets
1,507
1,696
Valuation allowance
( 96 )
( 116 )
Net deferred tax assets
1,411
1,580
Deferred tax liabilities:
Intangible assets
2,572
2,696
Fixed assets
312
371
Discount on debt
—
29
Deferred tax liabilities
2,884
3,096
Net deferred tax liabilities
$
1,473
1,516
During the year ended December 31, 2023, there was a $ 20 million decrease in the Company’s valuation allowance.
At December 31, 2023, the Company had a deferred tax asset of $ 1,062 million for federal, state and foreign net operating losses (“NOLs”), interest expense carryforwards and tax credit carryforwards. Of this amount, the Company has $ 15 million of federal NOLs, $ 181 million of state NOLs, $ 74 million of federal interest expense carryforwards, $ 18 million of federal tax credit carryforwards, $ 104 million of state tax credit carryforwards, $ 294 million of foreign NOLs and $ 316 million of foreign interest expense carryforwards that may be carried forward indefinitely. The remaining $ 60 million of carryforwards expire at certain future dates. These losses, interest carryforwards and tax credit carryforwards are expected to be utilized prior to expiration, except for $ 96 million, which, based on current projections, will not be utilized in the future and are subject to a valuation allowance.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
A reconciliation of unrecognized tax benefits is as follows:
December 31,
2023
2022
2021
amounts in millions
Balance at beginning of year
$
198
179
432
Decrease for tax positions of prior years
( 60 )
( 17 )
( 2 )
Increase (decrease) in tax positions for current year
29
31
( 10 )
Increase in tax positions from prior years
4
5
9
Settlements with tax authorities
—
—
( 250 )
Balance at end of year
$
171
198
179
As of December 31, 2023, the Company had unrecognized tax benefits and uncertain tax positions of $ 171 million. If such tax benefits were to be recognized for financial statement purposes, approximately $ 171 million would be reflected in the Company’s tax expense and affect its effective tax rate. We do not currently anticipate that our existing reserves related to uncertain tax positions as of December 31, 2023 will significantly increase or decrease during the twelve-month period ending December 31, 2024; however, various events could cause our current expectations to change in the future. The Company’s estimate of its unrecognized tax benefits related to uncertain tax positions requires a high degree of judgment.
As of December 31, 2023, the Company’s tax years prior to 2020 are closed for federal income tax purposes, and the IRS has completed its examination of the Company’s 2020 tax year. However, 2020 remains open until the statute of limitations lapses on October 15, 2024. The Company’s 2021 tax year is not under audit, but remains open until the statute of limitations lapses on October 15, 2025. The Company’s 2022 and 2023 tax years are currently under examination as part of the IRS Compliance Assurance program. Various states are currently examining the Company’s prior years’ state income tax returns. We do not expect the ultimate disposition of these audits to have a material adverse effect on our financial position or results of operations.
As of December 31, 2023, the Company had approximately $ 8 million in accrued interest and penalties recorded related to uncertain tax positions.
On February 1, 2021, the Company entered into a tax sharing agreement with Sirius XM Holdings governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement was negotiated by the Company with a special committee of Sirius XM Holdings’ board of directors, all of whom are independent of the Company, and approved by the executive committee of Liberty’s board of directors (the “Board of Directors”). The tax sharing agreement contains provisions that the Company believes are customary for tax sharing agreements between members of a consolidated group.
Under the Internal Revenue Code, two eligible corporations may form a consolidated tax group, and file a consolidated federal income tax return, if one corporation owns stock representing at least 80% of the voting power and value of the outstanding capital stock of the other corporation. Following the closing of the share exchange on November 3, 2021, as described in note 1, Liberty owned greater than 80 % of the outstanding equity interest of Sirius XM Holdings, and, as a result, Liberty and Sirius XM Holdings became members of the same consolidated federal income tax group.
On November 1, 2021, Sirius XM Holdings entered into (i) an agreement with Liberty whereby Liberty agreed not to effect any merger with Sirius XM Holdings pursuant to Section 253 of the General Corporation Law of the State of Delaware (or any successor to such statute) without obtaining the prior approval of a special committee of the Sirius XM Holdings board of directors, all of whom are independent of Liberty (the “Special Committee”) (or any successor special
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committee of Sirius XM Holdings’ independent and disinterested directors) and (ii) an agreement regarding certain tax matters relating to the exchange. Each of these agreements was negotiated by the Special Committee with Liberty.
(12) Stockholders’ Equity
Preferred Stock
Liberty’s preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by the Board of Directors. As of December 31, 2023, no shares of preferred stock were issued.
Common Stock
Series A Liberty SiriusXM, Liberty Formula One and Liberty Live common stock have one vote per share, Series B Liberty SiriusXM, Liberty Formula One and Liberty Live common stock have ten votes per share and Series C Liberty SiriusXM, Liberty Formula One and Liberty Live common stock have no votes per share except as otherwise required by Delaware law. Each share of Series B common stock is exchangeable at the option of the holder for one share of Series A common stock of the same group. All series of our common stock participate on an equal basis with respect to dividends and distributions.
Purchases of Common Stock
During the year ended December 31, 2021, the Company repurchased 3.1 million shares of Series A Liberty SiriusXM common stock for aggregate cash consideration of $ 141 million, 7.7 million shares of Series C Liberty SiriusXM common stock for aggregate cash consideration of $ 359 million and 1.2 million shares of Series A Liberty Formula One common stock for aggregate cash consideration of $ 55 million under the authorized repurchase program. All of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance. There were no repurchases of Series A Liberty Braves common stock and no repurchases of Series C Liberty Braves common stock or Liberty Formula One common stock during the year ended December 31, 2021.
During the year ended December 31, 2022, the Company repurchased 3.5 million shares of Series A Liberty SiriusXM common stock for aggregate cash consideration of $ 161 million, 4.5 million shares of Series C Liberty SiriusXM common stock for aggregate cash consideration of $ 197 million and 0.7 million shares of Series A Liberty Formula One common stock for aggregate cash consideration of $ 37 million under the authorized repurchase program. All of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance. There were no repurchases of Series A Liberty Braves common stock and no repurchases of Series C Liberty Braves common stock or Liberty Formula One common stock during the year ended December 31, 2022.
There were no repurchases of the Company’s common stock during the year ended December 31, 2023.
Dividends Declared by Subsidiary
During the year ended December 31, 2021, Sirius XM Holdings declared a cash dividend each quarter, and paid in cash an aggregate amount of $ 268 million, of which Liberty received $ 210 million.
During the year ended December 31, 2022, Sirius XM Holdings declared quarterly dividends and a special dividend and paid in cash an aggregate amount of $ 1,339 million, of which Liberty received $ 1,090 million.
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December 31, 2023, 2022 and 2021
During the year ended December 31, 2023, Sirius XM Holdings declared a cash dividend each quarter, and paid in cash an aggregate amount of $ 383 million, of which Liberty received $ 318 million.
On January 24, 2024, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock in the amount of $ 0.0266 per share of common stock, payable on February 23, 2024 to stockholders of record at the close of business on February 9, 2024. Liberty received $ 85 million related to this dividend.
Liberty Media Acquisition Corporation
In November 2020, the Company, through its wholly owned subsidiary, Liberty Media Acquisition Sponsor, LLC (the “Sponsor”), formed Liberty Media Acquisition Corporation (“LMAC”) and ultimately purchased approximately 14.4 million shares of LMAC Series F common stock (“Founder Shares”). On January 26, 2021, LMAC consummated its initial public offering (“IPO”) of 57.5 million units (the “Units”), including 7.5 million Units sold pursuant to the full exercise of the underwriters’ overallotment option. Each Unit consisted of one share of Series A common stock of LMAC and one -fifth of one redeemable warrant of LMAC. The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to LMAC of $ 575 million, which were placed in a U.S.-based trust account. Substantially concurrent with the IPO, LMAC completed the private placement of 10 million warrants to the Sponsor, generating gross proceeds of $ 15 million (“Private Placement Warrants”).
The Company, through the Sponsor’s ownership of the Founder Shares, owned 20 % of LMAC’s issued and outstanding common stock. The Founder Shares had certain governance rights which allow the Company to control LMAC’s affairs, policies and operations through the initial business combination and therefore the Company consolidated LMAC post-IPO.
LMAC’s Series A common stock, issued as part of the Units in the IPO, had certain provisions which allowed the holder to put back the stock to LMAC upon an initial business combination at their election. This conditional redemption feature required the Company to account for those shares that were subject to potential redemption as redeemable noncontrolling interests which required temporary equity classification (outside of permanent equity).
LMAC employed a broad set of search criteria for potential target business combinations, however, LMAC’s management observed what it believes were high valuations in 2021, a declining IPO market in 2022, and significant public and private market volatility, which prevented LMAC from securing an opportunity that it believed would offer a compelling return on investment for its stockholders. In light of these circumstances, LMAC determined that it was not feasible to complete an initial business combination in advance of the contractual termination date of January 26, 2023. As a result, on November 14, 2022, stockholders of LMAC approved an amendment to LMAC’s certificate of incorporation which allowed LMAC to unwind and redeem all of its outstanding public shares prior to December 30, 2022. The redemption was completed during December 2022 and LMAC was subsequently dissolved.
The Company’s interest in LMAC was attributed to the Formula One Group. Transactions and ownership interests with the Sponsor eliminated upon consolidation.
(13) Related Party Transactions with Officers and Directors
Chief Executive Officer Compensation Arrangement
In December 2019, the Compensation Committee (the “Committee”) of Liberty approved a compensation arrangement (the “CEO Arrangement”) for the CEO. Also in December 2019, each of the Service Companies executed an amendment to each Service Company’s services agreement with Liberty, pursuant to which components of the CEO’s
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December 31, 2023, 2022 and 2021
compensation described below are either paid directly to the CEO by each Service Company or reimbursed to Liberty, in each case based on allocations among Liberty and each of the Service Companies set forth in the service agreement amendments. This allocation percentage will be determined based on a combination of (1) relative market capitalizations, weighted 50 %, and (2) a blended average of historical time allocation on a Liberty-wide and CEO basis, weighted 50 %, in each case, absent agreement to the contrary by Liberty and the Service Companies in consultation with the CEO. The allocation percentage will then be adjusted annually and following certain events. As of December 31, 2023, 2022 and 2021, the allocation percentage for Liberty was 54 %, 49 % and 41 %, respectively.
The CEO Arrangement provides for a five year employment term which began on January 1, 2020 and ends December 31, 2024, with an annual base salary of $ 3 million (with no contracted increase), a one-time cash commitment bonus of $ 5 million (paid in December 2019) and an annual target cash performance bonus of $ 17 million (with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s Compensation Committee), upfront equity awards and annual equity awards (as described below).
The CEO was entitled to receive term equity awards with an aggregate grant date fair value (“GDFV”) of $ 90 million (the “Upfront Awards”) which were granted in two equal tranches. The first tranche consisted of time-vested stock options from each of Liberty, Qurate Retail, Liberty Broadband and GCI Liberty and time-vested restricted stock units from TripCo (collectively, the “2019 term awards”) that vested, in each case, on December 31, 2023 (except TripCo’s award of time-vested restricted stock units, which vested on December 15, 2023), subject to the CEO’s continued employment, except under certain circumstances. Liberty’s portion of the 2019 term awards, granted in December 2019, had an aggregate GDFV of $ 19,800,000 and consisted of stock options to purchase 927,334 Series C Liberty SiriusXM common stock shares, 313,342 Series C Liberty Braves common stock shares and 588,954 Series C Formula One common stock shares, with exercise prices of $ 47.11 , $ 29.10 and $ 43.85 , respectively. The second tranche of the Upfront Awards consisted of time-vested stock options from each of Liberty, Qurate Retail, Liberty Broadband and GCI Liberty and time-vested restricted stock units from TripCo (collectively, the “2020 term awards”) that vest, in each case, on December 31, 2024 (except TripCo’s award of time-vested restricted stock units, which vests on December 7, 2024), subject to the CEO’s continued employment, except under certain circumstances. Liberty’s portion of the 2020 term awards, granted in December 2020, had an aggregate GDFV of $ 19,107,000 and consisted of stock options to purchase 665,140 Series C Liberty SiriusXM common stock shares, 352,224 Series C Liberty Braves common stock shares and 544,508 Series C Formula One common stock shares, with exercise prices of $ 42.13 , $ 26.36 and $ 43.01 , respectively.
Beginning in 2020, the CEO received annual equity award grants with an annual aggregate GDFV of $ 17.5 million, consisting of time-vested options and/or performance-based restricted stock units (“PRSUs”). The CEO elected the portions of his annual equity awards that he desired to be issued in the form of options, PRSUs or a combination of both. The annual equity awards were allocated across Liberty and each of the Service Companies. Vesting of any of these annual PRSUs will be subject to the achievement of one or more performance metrics to be approved by the Compensation Committee of the applicable company with respect to its respective allocable portion of the annual PRSUs. At Liberty, the CEO’s annual equity awards were issued with respect to Series C Liberty SiriusXM, Liberty Braves and Formula One common stock.
The CEO will be entitled to payments and benefits if his employment is terminated, subject to the execution of releases. Such payments and benefits generally will take the form of cash payments, issuance of fully vested shares and the acceleration of unvested equity awards, depending on the type of termination. In the event that the CEO’s services to a Service Company are discontinued and he remains employed by Liberty following such discontinuation (unless such discontinuation is for cause (as defined in his employment agreement)), the Service Company will be required to make a termination payment to Liberty, as well as provide the CEO with certain payments and benefits upon termination under certain circumstances.
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December 31, 2023, 2022 and 2021
Exchange Agreement with Chairman
On July 28, 2021, the Company entered into an exchange agreement, among the Company, John C. Malone (the Chairman of the Board of the Company), and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”) (the “Exchange Agreement”), whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in the Company would not exceed 49 % (the “Target Voting Power”) plus 0.5 % (under certain circumstances).
The Exchange Agreement provides for exchanges by the Company and Mr. Malone or the JM Trust of shares of Series B Liberty SiriusXM common stock, Series B Liberty Live common stock or Series B Liberty Formula One common stock for shares of Series C Liberty SiriusXM common stock, Series C Liberty Live common stock or Series C Liberty Formula One common stock, respectively, in connection with certain events, including (i) any event that would result in a reduction in the outstanding votes of any of the Company’s tracking stock groups (each, a “Group”) or an increase of Mr. Malone’s beneficially-owned voting power in any Group (other than a Voting Power Exchange (as defined below)) (an “Accretive Event”), in each case, such that Mr. Malone’s voting power with respect to such Group would exceed the Target Voting Power plus 0.5 %, (ii) from and after the occurrence of any Accretive Event, any event that would result in an increase in the outstanding votes of any Group or a decrease of Mr. Malone’s beneficially-owned voting power in any Group (a “Dilutive Event”), in each case, such that Mr. Malone’s voting power with respect to such Group falls below the Target Voting Power less 0.5 %, or (iii) on a quarterly basis or in connection with any annual or special meeting of stockholders, upon request by Mr. Malone or the JM Trust, if Mr. Malone’s aggregate voting power in the Company is less than the Target Voting Power and would continue to be less than the Target Voting Power upon completion of such exchange (a “Voting Power Exchange”). Additionally, the Exchange Agreement contains certain provisions with respect to fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B common stock of one or more Groups are entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof.
In connection with an Accretive Event with respect to a Group, Mr. Malone or the JM Trust will be required to exchange with the Company shares of Series B common stock of such Group (“Exchanged Group Series B Shares”) for an equal number of shares of Series C common stock of the same Group so as to maintain Mr. Malone’s voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement. In connection with a Dilutive Event with respect to a Group, Mr. Malone and the JM Trust may exchange with the Company shares of Series C common stock of a Group for an equal number of shares of Series B common stock of the same Group equal to the lesser of (i) the number of shares of Series B common stock of the same Group which would maintain Mr. Malone’s voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power and (ii) the number of Exchanged Group Series B Shares at such time, on the terms and subject to the conditions of the Exchange Agreement. In a Voting Power Exchange, the Company will be required to exchange with Mr. Malone and the JM Trust shares of Series B common stock of any Group on a one -for- one basis for shares of Series C common stock of the same Group, with the maximum number of shares of Series B common stock to be delivered to Mr. Malone or the JM Trust equal to the number of Exchanged Group Series B Shares at such time that may be delivered without resulting in Mr. Malone’s aggregate voting power in the Company exceeding the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement.
As of December 31, 2023, there have been no exchanges of the Company’s shares pursuant to the Exchange Agreement.
Chairman’s Employment Agreement
On December 12, 2008, the Committee determined to modify its employment arrangements with Mr. Malone, to permit Mr. Malone to begin receiving payments in 2009 while he remains employed by the Company (instead of following
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December 31, 2023, 2022 and 2021
his termination) in satisfaction of Liberty’s obligations to him under two deferred compensation plans and a salary continuation plan. Under one of the deferred compensation plans (the “ 8 % Plan”), compensation has been deferred by Mr. Malone since January 1, 1993 and accrues interest at the rate of 8 % per annum compounded annually from the applicable date of deferral. Under the second plan (the “ 13 % Plan”), compensation was deferred by Mr. Malone from 1982 until December 31, 1992 and accrues interest at the rate of 13 % per annum compounded annually from the applicable date of deferral. The amounts owed to Mr. Malone under the 8 % Plan and 13 % Plan aggregated approximately $ 2.4 million and $ 20 million, respectively, at December 31, 2008. The amount owed to Mr. Malone under his salary continuation plan aggregated approximately $ 39 million at December 31, 2008. Mr. Malone will receive 240 equal monthly installments as follows, which began on February 1, 2009: (1) approximately $ 20,000 under the 8 % Plan; (2) approximately $ 237,000 under the 13 % Plan; and (3) approximately $ 164,000 under the salary continuation plan. Interest ceased to accrue under his salary continuation plan once the payment began.
(14) Stock-Based Compensation
Liberty—Incentive Plans
Liberty grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”) and stock options to purchase shares of its common stock (collectively, “Awards”). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the GDFV of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.
Pursuant to the Liberty Media Corporation 2022 Omnibus Incentive Plan (the “2022 Plan”), the Company may grant Awards in respect of approximately 21.3 million shares of Series A, Series B and Series C Liberty Media Corporation common stock plus the shares remaining available for Awards under the prior Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”), as of close of business on May 24, 2022, the effective date of the 2022 Plan. Any forfeited shares from the 2017 Plan shall also be available again under the 2022 Plan. Awards generally vest over 1 - 5 years and have a term of 7 - 10 years . Liberty issues new shares upon exercise of equity awards.
In connection with the Formula One Distribution, for Liberty employees, directors, and Formula 1 employees, the number of shares subject to stock options of Series C Liberty Formula One common stock as well as the corresponding exercise price were adjusted to preserve the intrinsic value of the Series C Liberty Formula One common stock options and the ratio of the exercise price to the Series C Liberty Formula One common stock market price pre-ex-dividend date.
In connection with the Reclassification, and with respect to Liberty employees and directors, each holder of an outstanding option award to purchase shares of Series C common stock of Liberty SiriusXM or Liberty Formula One received a new option award to purchase shares of Series C common stock of Liberty SiriusXM or Liberty Formula One, respectively, along with new option awards to purchase Series C Liberty Live common stock with appropriate adjustments being made to determine the number of shares and applicable exercise price subject to each such award after giving effect to the Reclassification. These adjustments were designed to preserve the intrinsic value and the ratio of the exercise price to market price associated with each original Series C common stock of Liberty SiriusXM or Liberty Formula One option award prior to the Reclassification.
In connection with the Reclassification, and with respect to Formula 1 employees, each holder of an outstanding option award to purchase shares of Series C Liberty Formula One common stock received a new option award to purchase shares of Series C Liberty Formula One common stock with appropriate adjustments being made to determine the number of shares and applicable exercise price subject to each such award after giving effect to the Reclassification. These
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December 31, 2023, 2022 and 2021
adjustments were designed to preserve the intrinsic value and the ratio of the exercise price to market price associated with each original Series C Liberty Formula One common stock option award prior to the Reclassification.
Liberty—Grants of Awards
Awards granted in 2023, 2022 and 2021 are summarized as follows:
Years ended December 31,
2023
2022
2021
Options
Weighted
Options
Weighted
Options
Weighted
granted
average
granted
average
granted
average
(000's)
GDFV
(000's)
GDFV
(000's)
GDFV
Series C Liberty SiriusXM common stock, Liberty employees and directors (1)
19
$
8.98
42
$
13.31
66
$
14.54
Series C Liberty SiriusXM common stock, Liberty CEO (2)
370
$
10.34
212
$
14.45
257
$
13.73
Series C Liberty Formula One common stock, Liberty employees and directors (1)
246
$
25.78
34
$
23.94
55
$
18.79
Series C Liberty Formula One common stock, Liberty CEO (2)
—
$
—
181
$
21.31
—
$
—
Series C Liberty Formula One common stock, Formula 1 employees (3)
71
$
30.70
86
$
21.31
718
$
15.96
Series C Liberty Live common stock, Liberty employees and directors (1)
74
$
13.71
NA
NA
NA
NA
Series C Liberty Braves common stock, Liberty employees and directors (1)
3
$
14.24
10
$
12.40
23
$
9.93
Series C Liberty Braves common stock, Liberty CEO (2)
—
$
—
95
$
9.16
—
$
—
(1) Mainly vests between one and three years for employees and in one year for directors.
(2) Grant made in March 2023 cliff vested in December 2023. Grants made in March 2022 cliff vested in December 2022. Grant made in March 2021 cliff vested in December 2021. See discussion in note 13 regarding the compensation agreement with the Company’s CEO.
(3) Grants made in 2023, 2022 and 2021 vested in equal quarterly installments over one year .
In addition to the stock option grants to the CEO, and in connection with his employment agreement, the Company granted PRSUs. During the years ended December 31, 2023 and 2021, the Company granted 81 thousand and 65 thousand PRSUs of Series C common stock of Liberty Formula One, respectively, and 31 thousand PRSUs of Series C common stock of Liberty Braves during each of the years ended December 31, 2023 and 2021 to the CEO. Such PRSUs had a GDFV of $ 75.12 per share and $ 45.88 per share, respectively, and $ 34.44 per share and $ 31.24 per share, respectively, and cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is re-measured at each reporting period.
The Company did not grant any options to purchase shares of Series A or Series B Liberty SiriusXM, Liberty Formula One, Liberty Live or Liberty Braves common stock during the year ended December 31, 2023.
The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made
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December 31, 2023, 2022 and 2021
in 2023, 2022 and 2021, the range of expected terms was 5.3 to 5.6 years. The volatility used in the calculation for Awards is based on the historical volatility of Liberty’s stocks and the implied volatility of publicly traded Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.
The following table presents the ranges of volatilities used by the Company in the Black-Scholes Model for its stock option grants.
Volatility
2023 grants
25.5
%
-
37.3
%
2022 grants
25.5
%
-
37.4
%
2021 grants
30.9
%
-
37.4
%
Liberty—Outstanding Awards
The following tables present the number and weighted average exercise price (“WAEP”) of options to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.
Liberty SiriusXM
Series C
Weighted
Aggregate
average
intrinsic
Liberty
remaining
value
Options (000's)
WAEP
life
(in millions)
Outstanding at January 1, 2023
6,862
$
39.83
Granted
389
$
31.03
Exercised
( 263 )
$
30.84
Forfeited/Cancelled
( 1,292 )
$
31.16
Reclassification adjustment
167
$
28.88
Outstanding at December 31, 2023
5,863
$
29.13
2.8
years
$
6
Exercisable at December 31, 2023
5,051
$
29.08
2.6
years
$
6
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December 31, 2023, 2022 and 2021
Liberty Formula One
Series C
Weighted
Aggregate
average
intrinsic
Liberty
remaining
value
Options (000's)
WAEP
life
(in millions)
Outstanding at January 1, 2023
7,086
$
36.18
Granted
317
$
65.84
Exercised
( 891 )
$
30.30
Forfeited/Cancelled
—
$
—
Formula One Distribution adjustment
188
$
36.36
Reclassification adjustment
( 101 )
$
38.36
Outstanding at December 31, 2023
6,599
$
37.62
3.2
years
$
169
Exercisable at December 31, 2023
5,717
$
35.94
2.9
years
$
156
Liberty Live
Series C
Weighted
Aggregate
average
intrinsic
Liberty
remaining
value
Options (000's)
WAEP
life
(in millions)
Outstanding at January 1, 2023
NA
NA
Granted
74
$
33.97
Exercised
—
$
—
Forfeited/Cancelled
( 25 )
$
38.94
Reclassification adjustment
1,603
$
42.69
Outstanding at December 31, 2023
1,652
$
42.36
3.0
years
$
3
Exercisable at December 31, 2023
1,348
$
42.86
2.6
years
$
2
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December 31, 2023, 2022 and 2021
Liberty Braves
Series C
Weighted
Aggregate
average
intrinsic
Liberty
remaining
value
Options (000's)
WAEP
life
(in millions)
Outstanding at January 1, 2023
3,108
$
26.17
Granted
3
$
37.50
Exercised
( 151 )
$
18.42
Forfeited/Cancelled
( 4 )
$
22.75
Split-Off
( 2,956 )
$
26.59
Outstanding at December 31, 2023
—
$
—
NA
NA
Exercisable at December 31, 2023
—
$
—
NA
NA
As of December 31, 2023, there were no outstanding Series A or Series B options to purchase shares of Series A or Series B Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Live common stock.
As of December 31, 2023, the total unrecognized compensation cost related to unvested Awards was approximately $ 29 million. Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 1.7 years.
As of December 31, 2023, 5.9 million, 6.6 million and 1.7 million shares of Series C Liberty SiriusXM, Liberty Formula One and Liberty Live common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock options.
Liberty—Exercises
The aggregate intrinsic value of all options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 43 million, $ 84 million and $ 144 million, respectively.
Liberty—Restricted Stock and Restricted Stock Units
The Company had approximately 246 thousand, 283 thousand and 84 thousand unvested RSAs and RSUs of Liberty SiriusXM, Liberty Formula One and Liberty Live common stock, respectively, held by certain directors, officers and employees of the Company as of December 31, 2023. These Series A and Series C unvested RSAs and RSUs of Liberty SiriusXM, Liberty Formula One and Liberty Live common stock had a weighted average GDFV of $ 25.40 , $ 66.51 and $ 34.24 per share, respectively.
The aggregate fair value of all RSAs and RSUs of Liberty common stock that vested during the years ended December 31, 2023, 2022 and 2021 was $ 9 million, $ 16 million and $ 13 million, respectively.
Sirius XM Holdings—Stock-based Compensation
During the years ended December 31, 2023, 2022 and 2021, Sirius XM Holdings granted various types of stock awards to its employees and members of its board of directors. Stock-based awards are generally subject to a graded vesting
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
requirement, which is generally three to four years from the grant date. Stock options generally expire ten years from the date of grant. RSUs include PRSUs, the vesting of which are subject to the achievement of performance goals and the employee’s continued employment and generally cliff vest on the third anniversary of the grant date. Sirius XM Holdings calculates the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The weighted average volatility applied to the fair value determination of Sirius XM Holdings’ option grants during 2023, 2022 and 2021 was 32 %, 31 % and 33 %, respectively. During the year ended December 31, 2023, Sirius XM Holdings granted approximately 9 million stock options with a weighted-average exercise price of $ 4.92 per share and a GDFV of $ 1.23 per share. As of December 31, 2023, Sirius XM Holdings has approximately 122 million options outstanding of which approximately 80 million are exercisable, each with a weighted-average exercise price per share of $ 5.60 and $ 5.50 , respectively. The aggregate intrinsic value of these outstanding and exercisable options was $ 40 million and $ 36 million, respectively. During the year ended December 31, 2023, Sirius XM Holdings granted approximately 47 million RSUs and PRSUs with a GDFV of $ 4.72 per share. The stock-based compensation related to Sirius XM Holdings stock options and RSAs was $ 184 million, $ 197 million and $ 202 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options was $ 423 million. The Sirius XM Holdings unrecognized compensation cost will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 2.6 years.
(15) Employee Benefit Plans
Liberty is the sponsor of the Liberty Media 401(k) Savings Plan (the “Liberty 401(k) Plan”), which provides its employees and the employees of certain of its subsidiaries an opportunity for ownership in the Company and creates a retirement fund. The Liberty 401(k) Plan provides for employees to make contributions to a trust for investment in Liberty common stock, as well as several mutual funds. The Company and its subsidiaries make matching contributions to the Liberty 401(k) Plan based on a percentage of the amount contributed by employees. In addition, certain of the Company’s subsidiaries have similar employee benefit plans. Employer cash contributions to all plans aggregated $ 30 million, $ 32 million and $ 35 million for each of the years ended December 31, 2023, 2022 and 2021, respectively.
(16) Other Comprehensive Earnings (Loss)
Accumulated other comprehensive earnings (loss) included in Liberty’s consolidated balance sheets and consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, unrealized holding gains and losses on debt and equity securities and Liberty’s share of accumulated other comprehensive earnings of affiliates.
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December 31, 2023, 2022 and 2021
The change in the components of accumulated other comprehensive earnings (loss), net of taxes (“AOCI”), is summarized as follows:
Unrealized
Foreign
holding
currency
gains (losses)
translation
on securities
adjustment
Other
AOCI
amounts in millions
Balance at January 1, 2021
$
( 19 )
( 7 )
104
78
Other comprehensive earnings (loss) attributable to Liberty stockholders
( 1 )
( 4 )
( 78 )
( 83 )
Balance at December 31, 2021
( 20 )
( 11 )
26
( 5 )
Other comprehensive earnings (loss) attributable to Liberty stockholders
18
( 65 )
13
( 34 )
Balance at December 31, 2022
( 2 )
( 76 )
39
( 39 )
Other comprehensive earnings (loss) attributable to Liberty stockholders
—
19
32
51
Balance at December 31, 2023
$
( 2 )
( 57 )
71
12
The components of other comprehensive earnings (loss) are reflected in Liberty’s consolidated statements of comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component of other comprehensive earnings (loss).
Tax
Before-tax
(expense)
Net-of-tax
amount
benefit
amount
amounts in millions
Year ended December 31, 2023:
Credit risk on fair value debt instruments gains (losses)
$
25
( 5 )
20
Foreign currency translation adjustments
60
( 13 )
47
Recognition of previously unrealized (gains) losses on debt
( 19 )
4
( 15 )
Other comprehensive earnings
$
66
( 14 )
52
Year ended December 31, 2022:
Unrealized holding gains (losses) arising during period
$
23
( 5 )
18
Credit risk on fair value debt instruments gains (losses)
28
( 6 )
22
Foreign currency translation adjustments
( 69 )
15
( 54 )
Recognition of previously unrealized (gains) losses on debt
( 32 )
7
( 25 )
Other comprehensive earnings
$
( 50 )
11
( 39 )
Year ended December 31, 2021:
Unrealized holding gains (losses) arising during period
$
( 1 )
—
( 1 )
Credit risk on fair value debt instruments gains (losses)
( 106 )
23
( 83 )
Foreign currency translation adjustments
4
( 1 )
3
Recognition of previously unrealized (gains) losses on debt
( 3 )
1
( 2 )
Other comprehensive earnings
$
( 106 )
23
( 83 )
(17) Commitments and Contingencies
Guarantees
In connection with agreements for the sale of assets by the Company or its subsidiaries, the Company may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters.
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December 31, 2023, 2022 and 2021
The Company generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification obligations may extend for a number of years. The Company is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees.
Programming, music royalties and other contractual arrangements
Sirius XM Holdings has entered into various programming agreements under which Sirius XM Holdings’ obligations include fixed payments, advertising commitments and revenue sharing arrangements. In addition, Sirius XM Holdings has entered into certain music royalty arrangements that include fixed payments. Amounts due under programming and music royalty agreements are payable as follows: $ 854 million in 2024, $ 663 million in 2025, $ 326 million in 2026, $ 174 million in 2027 and $ 88 million in 2028. Future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in the amounts above. In addition, Sirius XM Holdings has entered into agreements related to certain satellite and transmission costs, sales and marketing costs and in-orbit performance payments to the manufacturer of its satellites. Amounts due under these agreements are payable as follows: $ 396 million in 2024, $ 238 million in 2025, $ 112 million in 2026, $ 49 million in 2027 and $ 3 million in 2028.
SXM-7 Satellite
During the year ended December 31, 2021, Sirius XM Holdings recorded an impairment charge of $ 220 million to impairment, restructuring and acquisition costs, net of recoveries in the consolidated statement of operations related to the total loss of the SXM-7 satellite. Sirius XM Holdings procured insurance for SXM-7 to cover the risks associated with the satellite’s launch and first year of in-orbit operation. The aggregate coverage under the insurance policies with respect to SXM-7 was $ 225 million. During the year ended December 31, 2021 Sirius XM Holdings collected insurance recoveries of $ 225 million. Of this amount, $ 220 million was recorded as a reduction to impairment, restructuring and acquisition costs in the consolidated statements of operations. The remaining $ 5 million was recorded in other, net in the consolidated statements of operations. SXM-7 remains in-orbit at its assigned orbital location, but is not being used to provide satellite radio service.
The SXM-8 satellite was successfully launched into a geostationary orbit on June 6, 2021 and was placed into service on September 8, 2021 following the completion of in-orbit testing. The SXM-8 satellite replaced the XM-3 satellite. As of December 31, 2023, the XM-3 satellite remains available as an in-orbit spare.
Litigation
The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. We record a liability when we believe that it is both probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of the liability accrual and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
any. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial statements.
Vladmir Fishel v. Liberty Media Corporation, et al. On September 23, 2021, a putative class action complaint was filed by a purported Sirius XM Holdings stockholder in the Court of Chancery of the State of Delaware under the caption Vladmir Fishel v. Liberty Media Corporation, et al. , Case No. 2021-0820. The complaint named as defendants Liberty, the members of the Sirius XM Holdings board of directors, and Sirius XM Holdings as the nominal defendant. The complaint alleged that the Sirius XM Holdings board of directors, including Mr. Gregory B. Maffei, the Chairman of the board of directors of Sirius XM Holdings, Ms. Robin P. Hickenlooper, Mr. David A. Blau and Mr. Evan D. Malone, and Liberty, in its purported capacity as a controlling stockholder, breached their fiduciary duties in connection with approving an upsizing of Sirius XM Holdings’ ongoing repurchase program in July 2021. The complaint also alleged that various relationships among certain members of the Sirius XM Holdings board of directors, Mr. John C. Malone and Liberty rendered a majority of the Sirius XM Holdings board of directors not independent from Mr. John C. Malone and Liberty. The complaint sought, among other things, certification of a class action, preliminary and permanent injunctive relief enjoining Sirius XM Holdings’ ongoing repurchase program and any further stock purchases, and monetary relief in the form of damages.
On February 2, 2022, the plaintiff filed a supplement to the complaint, which included, among other things, a request for a declaratory judgment that any short-form merger under 8 Del. C. § 253 would be subject to judicial review.
On September 15, 2023, the plaintiff filed a motion for leave to file a Verified Amended Class Action and Derivative Complaint and Supplemental Complaint.
On December 8, 2023, and in advance of the expenditure of significant time and costs to prepare for trial in this action, the plaintiff (on behalf of himself and other members of a proposed settlement class) and the defendants entered into an agreement in principle to settle the litigation pursuant to which the parties agreed that the plaintiff will release the claims in the original complaint, the supplemented complaint, and the proposed amended complaint with prejudice, with customary releases, in return for a settlement payment of $ 36 million, a portion of which will be contributed by insurance carriers. The Company recorded a current liability in the consolidated balance sheet and litigation settlement expense within operating income in the consolidated statements of operations of approximately $ 7 million each related to this matter in the fourth quarter of 2023.
On January 8, 2024, the parties filed a Stipulation and Agreement of Settlement, Compromise, and Release. On January 10, 2024, the Court preliminarily certified, solely for purposes of effectuating the proposed settlement, the action as a non-opt out class action on behalf of a settlement class consisting of all holders of Sirius XM Holdings common stock as of close of trading on January 5, 2024, with some limited exceptions. The Court set a settlement hearing for April 8, 2024, to determine whether to permanently certify the class, whether the proposed settlement is fair, reasonable, and adequate to the settlement class, and whether to enter a judgment dismissing the action with prejudice, among other things. On January 12, 2024, the parties filed a Corrected Stipulation and Agreement of Settlement, Compromise, and Release. There can be no assurance that this tentative settlement will be finalized and approved by the Court. Pending finalization of the settlement and in the event the settlement is not finalized and approved by the Court, Liberty will continue to vigorously defend this lawsuit.
New York State v. Sirius XM Radio Inc. On December 20, 2023, the People of the State of New York, by Letitia James, Attorney General of the State of New York (the “NY AG”), filed a Petition in the Supreme Court of the State of New York, New York County, against Sirius XM Holdings. The Petition alleges various violations of New York law and the federal Restore Online Shoppers’ Confidence Act (“ROSCA”) arising out of Sirius XM Holdings’ subscription cancellation practices. The Petition is the product of a subpoena that the NY AG issued in December 2021 seeking documents relating to Sirius XM Holdings’ subscription cancellation practices and the related investigation. In general, the
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Petition alleges that Sirius XM Holdings requires consumers to devote an excessive amount of time to cancel subscriptions and have not implemented cancellation processes that are simple and efficient.
The Petition claims to be brought under certain provisions of New York law that authorize the NY AG to initiate special proceedings seeking injunctive and other equitable relief in cases of persistent business fraud or illegality. The Petition seeks: a permanent injunction from Sirius XM Holdings violating provisions of New York law and ROSCA arising out of the alleged fraudulent, deceptive and illegal practices associated with Sirius XM Holdings’ subscription cancellation procedures; an accounting of each consumer who cancelled, or sought to cancel, a satellite radio subscription, including the duration of the cancel interaction and the funds collected from such consumers after that interaction; monetary restitution and damages to aggrieved consumers; disgorgement of all profits resulting from the alleged illegal, deceptive and fraudulent acts; civil penalties; and the NY AG’s costs.
In January 2024, Sirius XM Holdings filed to remove this action to the United States District Court for the Southern District of New York. The NY AG has informed the court that it intends to oppose the removal and seek a remand to the Supreme Court of the State of New York. Sirius XM Holdings believes it has substantial defenses to the claims asserted in this action, and intends to defend this action vigorously.
U.S. Music Royalty Fee Actions and Mass Arbitrations . A number of class actions and mass arbitrations have commenced against Sirius XM Holdings relating to its pricing, billing and subscription marketing practices. Although each class action and mass arbitration contains unique allegations; in general, the actions and arbitrations allege that Sirius XM Holdings falsely advertised its music subscription plans at lower prices than it actually charges, that Sirius XM Holdings allegedly did not disclose its “U.S. Music Royalty Fee” and that Sirius XM Holdings has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S. Music Royalty Fee in violation of various state consumer protection laws.
The plaintiffs and claimants seek to enjoin Sirius XM Holdings from advertising its music subscription plans without specifically disclosing the existence and amount of the U.S. Music Royalty Fee. The plaintiffs and claimants also seek disgorgement, restitution and/or damages in the aggregate amount of U.S Music Royalty Fees paid by customers, as well as statutory and punitive damages where available.
To date, the actions and arbitrations filed against Sirius XM Holdings include:
• On April 14, 2023, Ayana Stevenson and David Ambrose, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM Holdings in the Superior Court of the State of California, County of Contra Costa. The case was removed to the United States District Court for the Northern District of California which compelled arbitration of all claims on November 9, 2023.
• On May 17, 2023, Robyn Posternock, Muriel Salters and Philip Munning, individually, as private attorneys general, and on behalf of all other New Jersey persons similarly situated, filed a class action complaint against Sirius XM Holdings in the United States District Court for the District of New Jersey. Ms. Salters and Mr. Munning have since withdrawn their claims and a motion to compel arbitration with Ms. Posternock has been fully briefed.
• On June 5, 2023, Christopher Carovillano and Steven Brandt, individually, as private attorneys general, and on behalf of all other United States persons similarly situated (excluding persons in the states of California, New Jersey and Washington), filed a class action complaint against Sirius XM Holdings in the United States District Court for the Southern District of New York. A motion to dismiss that complaint has been fully briefed.
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December 31, 2023, 2022 and 2021
• Commencing on June 5, 2023, the law firm of Hattis & Lukacs filed a series of mass arbitration claims against Sirius XM Holdings before the American Arbitration Association (the “AAA”) on behalf of approximately 23,000 claimants. Currently, only claims for approximately 1,425 claimants in California and New Jersey remain pending before the AAA. The AAA declined to administer the other claims.
• Other law firms have since threatened mass arbitration claims against Sirius XM Holdings before the AAA on behalf of approximately 28,000 additional claimants, many of which have added potential causes of action under the Electronic Funds Transfer Act.
Sirius XM Holdings believes it has substantial defenses to the claims asserted in these actions and arbitrations, and it intends to defend these actions vigorously.
(18) Information About Liberty’s Operating Segments
The Company, through its ownership interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries. The Company identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets and (B) those equity method affiliates whose share of earnings (losses) represent 10% or more of the Company’s annual pre-tax earnings (loss).
Liberty’s chief operating decision maker evaluates performance and makes decisions about allocating resources to the Company’s reportable segments based on financial measures such as revenue and Adjusted OIBDA (as defined below). In addition, the Company reviews nonfinancial measures such as subscriber growth, churn and penetration.
For segment reporting purposes, the Company defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses excluding all stock-based compensation, separately reported litigation settlements and restructuring and impairment charges. The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.
The Company has identified the following subsidiaries as its reportable segments:
● Sirius XM Holdings is a consolidated subsidiary that operates two complementary audio entertainment businesses, Sirius XM and Pandora and Off-platform. Sirius XM features music, sports, entertainment, comedy, talk, news, traffic and weather channels and other content, as well as podcasts and infotainment services, in the U.S. on a subscription fee basis. Sirius XM’s packages include live, curated and certain exclusive and on demand programming. The Sirius XM service is distributed through its two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Sirius XM also provides connected vehicle services and a suite of in-vehicle data services. Pandora operates a music, comedy and podcast streaming discovery platform. Pandora is available as an ad-supported radio service, a radio subscription service, called Pandora Plus, and an on-demand
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
subscription service, called Pandora Premium. Pandora also sells advertising on other audio platforms in widely distributed podcasts, which are considered to be off-platform services.
● Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship. The World Championship takes place on various circuits with a varying number of events taking place in different countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various aspects of its management and administration.
The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, differing revenue sources and marketing strategies. The significant accounting policies of the segments that are also consolidated subsidiaries are the same as those described in the Company’s summary of significant policies.
As of December 31, 2023, Live Nation met the Company’s reportable segment threshold for equity method affiliates. Accordingly, the segment presentation for prior periods has been conformed to current period segment presentation. Although the Company owns less than 100 % of the outstanding shares of Live Nation, 100 % of the Live Nation amounts are included in the tables below and are subsequently eliminated in order to reconcile the account totals to the Company’s consolidated financial statements. As disclosed in note 2, the Company’s investment in Live Nation was reattributed from the Liberty SiriusXM Group to the Liberty Live Group effective August 3, 2023.
Performance Measures
Years ended December 31,
2023
2022
2021
Adjusted
Adjusted
Adjusted
Revenue
OIBDA
Revenue
OIBDA
Revenue
OIBDA
amounts in millions
Liberty SiriusXM Group
Sirius XM Holdings
$
8,953
2,774
9,003
2,833
8,696
2,770
Live Nation
11,475
1,188
16,681
1,407
6,268
324
Corporate and other
—
( 42 )
—
( 26 )
—
( 15 )
Eliminate equity method affiliate
( 11,475 )
( 1,188 )
( 16,681 )
( 1,407 )
( 6,268 )
( 324 )
Total Liberty SiriusXM Group
8,953
2,732
9,003
2,807
8,696
2,755
Formula One Group
Formula 1
3,222
725
2,573
593
2,136
495
Corporate and other
15
( 39 )
—
( 42 )
—
( 29 )
Intergroup elimination
( 15 )
—
—
—
—
—
Total Formula One Group
3,222
686
2,573
551
2,136
466
Liberty Live Group
Live Nation
11,274
674
NA
NA
NA
NA
Corporate and other
—
( 9 )
NA
NA
NA
NA
Eliminate equity method affiliate
( 11,274 )
( 674 )
NA
NA
NA
NA
Total Liberty Live Group
—
( 9 )
NA
NA
NA
NA
Braves Group
Corporate and other
350
14
588
61
568
104
Total Braves Group
350
14
588
61
568
104
Total
$
12,525
3,423
12,164
3,419
11,400
3,325
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
Other Information
December 31, 2023
December 31, 2022
Total
Investments
Capital
Total
Investments
Capital
assets
in affiliates
expenditures
assets
in affiliates
expenditures
amounts in millions
Liberty SiriusXM Group
Sirius XM Holdings
$
29,801
707
650
29,501
665
426
Live Nation
NA
NA
NA
16,461
409
377
Corporate and other
100
8
—
978
158
—
Eliminate equity method affiliate
NA
NA
NA
( 16,461 )
( 409 )
( 377 )
Total Liberty SiriusXM Group
29,901
715
650
30,479
823
426
Formula One Group
Formula 1
9,057
2
112
8,980
—
38
Corporate and other
1,236
39
314
2,036
34
253
Intergroup elimination
( 26 )
—
—
—
—
—
Total Formula One Group
10,267
41
426
11,016
34
291
Liberty Live Group
Live Nation
19,074
447
469
NA
NA
NA
Corporate and other
1,162
333
—
NA
NA
NA
Eliminate equity method affiliate
( 19,074 )
( 447 )
( 469 )
NA
NA
NA
Total Liberty Live Group
1,162
333
—
NA
NA
NA
Braves Group
Corporate and other
NA
NA
35
1,477
95
18
Total Braves Group
NA
NA
35
1,477
95
18
Elimination (1)
( 162 )
—
—
( 508 )
—
—
Consolidated Liberty
$
41,168
1,089
1,111
42,464
952
735
(1) As of December 31, 2022, this amount included the intergroup interests in the Braves Group previously held by the Formula One Group and the Liberty SiriusXM Group and the intergroup interest in the Formula One Group previously held by the Liberty SiriusXM Group, as discussed in note 2. The Braves Group intergroup interests attributable to the Formula One Group and the Liberty SiriusXM Group were presented as assets of the Formula One Group and Liberty SiriusXM Group, respectively, and were presented as liabilities of the Braves Group in the attributed financial statements. The Formula One Group intergroup interest attributable to the Liberty SiriusXM Group was presented as an asset of the Liberty SiriusXM Group and was presented as a liability of the Formula One Group in the attributed financial statements. The offsetting amounts between tracking stock groups were eliminated in consolidation.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2023, 2022 and 2021
The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes:
Years ended December 31,
2023
2022
2021
amounts in millions
Adjusted OIBDA
$
3,423
3,419
3,325
Stock-based compensation
( 232 )
( 237 )
( 256 )
Depreciation and amortization
( 1,030 )
( 1,044 )
( 1,072 )
Impairment, restructuring and acquisition costs, net of recoveries (notes 5 and 8)
( 67 )
( 74 )
( 20 )
Litigation settlements, net of recoveries (note 17)
( 31 )
—
—
Operating income (loss)
2,063
2,064
1,977
Interest expense
( 782 )
( 689 )
( 642 )
Share of earnings (losses) of affiliates, net
138
99
( 200 )
Realized and unrealized gains (losses) on financial instruments, net
( 323 )
599
( 451 )
Gains (losses) on dilution of investment in affiliate
( 4 )
10
152
Other, net
93
110
( 47 )
Earnings (loss) before income taxes
$
1,185
2,193
789
Revenue by Geographic Area
Revenue by geographic area based on the country of domicile is as follows:
Years ended December 31,
2023
2022
2021
amounts in millions
United States
$
9,199
9,480
9,163
United Kingdom
3,222
2,573
2,136
Other
104
111
101
$
12,525
12,164
11,400
Long-lived Assets by Geographic Area
December 31,
2023
2022
amounts in millions
United States
$
2,001
2,208
United Kingdom
82
47
$
2,083
2,255
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PART III.
The following required information is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders presently scheduled to be held in the second quarter of 2024:
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
We expect to file our definitive proxy statement for our 2024 Annual Meeting of Stockholders with the Securities and Exchange Commission on or before April 29, 2024.
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PART IV.
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements
Included in Part II of this Report:
Page No.
Liberty Media Corporation:
Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Denver, CO , Auditor Firm ID: 185 )
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Consolidated Balance Sheets, December 31, 2023 and 2022
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Consolidated Statements of Operations, Years ended December 31, 2023, 2022 and 2021
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Consolidated Statements of Comprehensive Earnings (Loss), Years ended December 31, 2023, 2022 and 2021
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Consolidated Statements of Cash Flows, Years Ended December 31, 2023, 2022 and 2021
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Consolidated Statements of Equity, Years ended December 31, 2023, 2022 and 2021
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Notes to Consolidated Financial Statements, December 31, 2023, 2022 and 2021
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(a)(2) Financial Statement Schedules
(i) All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto.
(a)(3) Exhibits
Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):
2.1
Agreement and Plan of Merger, dated as of December 11, 2023, by and among the Registrant, Sirius XM Holdings Inc., Liberty Sirius XM Holdings Inc. and Radio Merger Sub, LLC (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on December 12, 2023 (File No. 001-35707) (the “December 2023 8-K”)).
2.2
Reorganization Agreement by and among the Registrant, Liberty Sirius XM Holdings Inc. and Sirius XM Holdings Inc., dated as of December 11, 2023 (incorporated by reference to Exhibit 10.1 to the December 2023 8-K).
2.3
Reorganization Agreement, dated as of June 28, 2023, by and between the Registrant and Atlanta Braves Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed by the Registrant on July 18, 2023 (File No. 001-35707) (the “July 2023 8-K”)).
3—Articles of Incorporation and Bylaws:
3.1
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to t he Current Report on Form 8-K filed by the Registrant on A ugust 3, 2023 (File No. 001-35707) (the “A ugust 2023 8-K”)).
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on August 6, 2015 (File No. 001-35707)).
4—Instruments Defining the Rights of Securities Holders, including Indentures:
4.1
Specimen certificate for shares of the Registrant’s Series A Liberty SiriusXM common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 to the Registrant’s A mendment No. 2 to the Registration Statement on Form S-4 filed on April 6, 2023 (File No. 333-208921) (the “2023 Form S-4”)).
4.2
Specimen certificate for shares of the Registrant’s Series B Liberty SiriusXM common stock, par value $.01 per share (incorporated by reference to Exhibit 4.2 to the 2023 Form S-4).
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4.3
Specimen certificate for shares of the Registrant’s Series C Liberty SiriusXM common stock, par value $.01 per share (incorporated by reference to Exhibit 4.3 to the 2023 Form S-4).
4.4
Specimen certificate for shares of the Registrant’s Series A Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.7 to the 2023 Form S-4 .
4.5
Specimen certificate for shares of the Registrant’s Series B Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.8 to the 2023 Form S-4).
4.6
Specimen certificate for shares of the Registrant’s Series C Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.9 to the 2023 Form S-4).
4.7
Specimen certificate for shares of the Registrant’s Series A Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.4 to the 2023 Form S-4).
4.8
Specimen certificate for shares of the Registrant’s Series B Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.5 to the 2023 Form S-4).
4.9
Specimen certificate for shares of the Registrant’s Series C Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.6 to the 2023 Form S-4).
4.10
Indenture dated as of October 17, 2013 among the Registrant, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 5, 2013 (File No. 001-35707)).
4.11
Supplemental Indenture, dated as of April 15, 2016, among the Registrant , as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Form 8-K filed on April 20, 2016 (File No. 001-35707)).
4.12
Second Supplemental Indenture, dated as of August 3, 2023, among the Registrant, as issuer, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the August 2023 8-K).
4.13
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*
4.14
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
10—Material Contracts:
10.1+
Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015) (the “2013 Plan”) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015 (File No. 001-35707)).
10.2+
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 28, 2014 (File No. 001-35707) (the “2013 10-K”)).
10.3+
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the 2013 10-K).
10.4+
Form of Non-Qualified Stock Option Agreement under the 2013 Plan granted to certain designated award recipients during 2016 and 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 1, 2018 (File No. 001-35707) (the “2017 10-K”)).
10.5+
Liberty Media Corporation 2013 Nonemployee Director Incentive Plan (Amended and Restated as of December 17, 2015) (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 26, 2016 (File No. 001-35707) (the “2015 10-K”)).
10.6+
Form of Non-Qualified Stock Option Agreement under the 2011 Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 10.4 to Starz’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012 (File No. 001-35294)).
10.7+
Liberty Media Corporation 2006 Deferred Compensation Plan (Amended and Restated as of January 1, 2016) (incorporated by reference to Exhibit 10.9 to the 2015 10-K).
10.8+
Amendment to the Liberty Media Corporation 2006 Deferred Compensation Plan (Amended and Restated as of January 1, 2016) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 9, 2017 (File No. 001-35707)).
10.9+
Services Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and t he Registrant (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.5 to the Starz S-4).
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10.10+
Restated and Amended Employment Agreement dated November 1, 1992, between Tele-Communications, Inc. and John C. Malone (assumed by Liberty Media LLC as of March 9, 1999), and the amendment thereto dated June 30, 1999 and effective as of March 9, 1999, between Liberty Media LLC and John C. Malone (collectively, the “Malone Employment Agreement” (assumed, as amended, by the Registrant as of January 10, 2013)) (incorporated by reference to Exhibit 10.11 to Qurate Retail, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 25, 2010 (File No. 001-33982) (the “Liberty Interactive 2009 10-K”)).
10.11+
Second Amendment to Malone Employment Agreement effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to the Liberty Interactive 2009 10-K).
10.12+
Third Amendment to Malone Employment Agreement effective January 1, 2007 (incorporated by reference to Exhibit 10.13 to Qurate Retail, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (File No. 001-33982) (the “Liberty Interactive 2008 10-K”)).
10.13+
Fourth Amendment to Malone Employment Agreement effective January 1, 2009 (incorporated by reference to Exhibit 10.14 to the Liberty Interactive 2008 10-K).
10.14+
Liberty Media Corporation Nonemployee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015 (File No. 001-35707)).
10.15+
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.55 to the 2015 10-K).
10.16+
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.56 to the 2015 10-K).
10.17+
Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”) (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 20, 2017 (File No. 001-35707)).
10.18+
Form of 2017 Term Option Agreement under the 2013 Incentive Plan (BATRK and FWONK) for Gregory B. Maffei (incorporated by reference to Exhibit 10.3 to the 2017 Third Quarter 10-Q).
10.19+
Form of 2017 Term Option Agreement under the 2013 Incentive Plan (LSXMK) for Gregory B. Maffei (incorporated by reference to Exhibit 10.4 to the 2017 Third Quarter 10-Q).
10.20
Letter Agreement between Liberty Interactive Corporation and t he Registrant relating to the Services Agreement dated September 23, 2011 (incorporated by reference to Exhibit 10.60 to the 2017 10-K).
10.21+
Amendment, dated March 12, 2018, of certain o f the Registrant’s incentive plans (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 9, 2018 (File No. 001-35707)).
10.22
Form of Amended and Restated Indemnification Agreement between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on May 9, 2019 (File No. 001-35707)).
10.23+
Executive Employment Agreement, dated effective as of December 13, 2019, between t he Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 19, 2019 (File No. 001-35707) (the “2019 8-K”)).
10.24+
Form of Annual Option Award Agreement between t he Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.2 to the 2019 8-K).
10.25+
Form of Annual Performance-based Restricted Stock Unit Award Agreement between t he Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.3 to the 2019 8-K).
10.26+
Form of Upfront Award Agreement between t he Registrant and Gregory B. Maffei under the Liberty Media Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the 2019 8-K).
10.27+
Form of First Amendment to Services Agreement, effective as of December 13, 2019, between t he Registrant and Qurate Retail, Inc., Liberty Broadband Corporation, GCI Liberty, Inc. and Liberty TripAdvisor Holdings, Inc. (incorporated by reference to Exhibit 10.63 to the 2019 10-K).
10.28+
Form of Nonqualified Stock Option Agreement under the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time, for certain officers (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021 (File No. 001-35707)(the “2020 10-K”) .
10.29+
Form of Nonqualified Stock Option Agreement under the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time, for Nonemployee Directors (incorporated by reference to Exhibit 10.59 to the 2020 10-K) .
10.30
Exchange Agreement, dated as of July 28, 2021, by and among John C. Malone, the John C. Malone 1995 Revocable Trust U/A DTD 3/6/1995 and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2021 (File No. 001-35707)).
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10.31+
Liberty Media Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed on April 26, 2022 (File No. 001-35707)) .
10.32
Tax Sharing Agreement, dated as of July 18, 2023, by and between the Registrant and Atlanta Braves Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the July 2023 8-K).
10.33
Services Agreement, dated as of July 18, 2023, by and between the Registrant and Atlanta Braves Holding, Inc. (incorporated by reference to Exhibit 10.2 of the July 2023 8-K).
10.34
Facilities Sharing Agreement, dated as of July 18, 2023, by and among the Registrant, Atlanta Braves Holding, Inc. and Liberty Property Holdings, Inc. (incorporated by reference to Exhibit 10.3 of the July 2023 8-K).
10.35
Aircraft Time Sharing Agreements, dated as of July 18, 2023, by and between the Registrant and Atlanta Braves Holding, Inc. (incorporated by reference to Exhibit 10.4 of the July 2023 8-K).
10.36
Voting Agreement, dated as of December 11, 2023, by and among the Registrant, Sirius XM Holdings Inc., Liberty Sirius XM Holdings Inc. and each of The John C. Malone 1995 Revocable Trust, The Leslie A. Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation and John C. Malone June 2003 Charitable Remainder Unitrust (incorporated by reference to Exhibit 10.2 of the December 2023 8-K).
21
Subsidiaries of Liberty Media Corporation.*
23.1
Consent of KPMG LLP.*
31.1
Rule 13a-14(a)/15d-14(a) Certification.*
31.2
Rule 13a-14(a)/15d-14(a) Certification.*
32
Section 1350 Certification. **
97
Liberty Media Corporation Clawback Policy for the Recovery of Erroneously Awarded Compensation.*
99.1
Unaudited Attributed Financial Information for Tracking Stock Groups.*
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Definition Document.*
104
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).*
*
Filed herewith.
**
Furnished herewith.
+
This document has been identified as a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIBERTY MEDIA CORPORATION
Date: February 28, 2024
By:
/s/ GREGORY B. MAFFEI
Gregory B. Maffei
President and Chief Executive Officer
Date: February 28, 2024
By:
/s/ BRIAN J. WENDLING
Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ John C. Malone
Chairman of the Board and Director
February 28, 2024
John C. Malone
/s/ Gregory B. Maffei
Director, President and Chief Executive Officer
February 28, 2024
Gregory B. Maffei
/s/ Brian J. Wendling
Chief Accounting Officer and Principal Financial
February 28, 2024
Brian J. Wendling
Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Robert R. Bennett
Director
February 28, 2024
Robert R. Bennett
/s/ Derek Chang
Director
February 28, 2024
Derek Chang
/s/ Brian Deevy
Director
February 28, 2024
Brian Deevy
/s/ M. Ian G. Gilchrist
Director
February 28, 2024
M. Ian G. Gilchrist
/s/ Evan D. Malone
Director
February 28, 2024
Evan D. Malone
/s/ Larry E. Romrell
Director
February 28, 2024
Larry E. Romrell
/s/ Andrea L. Wong
Director
February 28, 2024
Andrea L. Wong