What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 567 added, 1026 removed, 1125 unchanged (59% of the section changed)

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.

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, 2024.

Based on that evaluation, the Executives concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024 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.

1 unchanged sentence

See page II-20 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.

In January 2024, the Company acquired QuintEvents.

As a result of the acquisition, the Company is reviewing the internal controls of QuintEvents and is making appropriate changes as deemed necessary.

Except for the changes in internal control at QuintEvents, there has been no change in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Other Information.

10 unchanged sentences

Based on this assessment, management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting is effective.

The Company’s assessment of internal control over financial reporting did not include the internal controls of Quint Events, LLC which the Company acquired in the first quarter of 2024.

The amount of total assets and revenue of QuintEvents, LLC included in our consolidated financial statements as of and for the year ended December 31, 2024 was $424 million and $340 million, respectively.

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.

7 unchanged sentences

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, 2024 and 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired QuintEvents, LLC during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, QuintEvents, LLC’s internal control over financial reporting associated with total assets of $424 million and total revenues of $340 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of QuintEvents, LLC.

Basis for Opinion

22 unchanged sentences

We have audited the accompanying consolidated balance sheets of Liberty Media Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, 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, 2024, 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.

In our opinion, based on our audits and the report of Ernst & Young LLP, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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.

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, 2024, 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 27, 2025 expressed an opinion on the effectiveness of the Company’s internal control over financial reporting.

We did not audit the financial statements of Live Nation Entertainment, Inc.

(a 30 percent owned investee company).

The Company’s investment in Live Nation Entertainment, Inc.

was $430 million and $307 million as of December 31, 2024 and 2023, respectively, and its equity in earnings of Live Nation Entertainment, Inc.

was $236 million, $148 million, and $72 million for the years 2024, 2023, and 2022, respectively.

The financial statements of Live Nation Entertainment, Inc.

were audited by Ernst & Young LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Live Nation Entertainment, Inc., is based solely on the report of Ernst & Young LLP.

Basis for Opinion

8 unchanged sentences

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.

We believe that our audits provide and the report of Ernst & Young LLP provide a reasonable basis for our opinion.

Critical Audit Matter

2 unchanged sentences

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.

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.

Valuation of goodwill in the Sirius XM reporting unit included in discontinued operations

As discussed in Note 4 to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis during the fourth quarter of each fiscal year, and more frequently if events and circumstances indicate impairment may have occurred.

The Company identified events that indicated that it was more likely than not that the carrying value of the Sirius XM reporting unit exceeded its fair value.

The Company estimated the fair value of the Sirius XM reporting unit using a combination of an income approach and a market approach.

As a result, the Company recognized an impairment charge of $2,819 million for the Sirius XM reporting unit goodwill, which is included in Net earnings (loss) from discontinued operations attributable to Liberty stockholders for the year ended December 31, 2024, as disclosed in Note 2 to the consolidated financial statements.

We identified the evaluation of the goodwill impairment assessment of the Sirius XM reporting unit as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used by the Company to estimate the fair value of the reporting unit.

Specifically, the revenue growth rates, long-term growth rate, and the discount rate involved a higher degree of subjectivity.

In addition, these key assumptions were challenging to test due to the sensitivity of the fair value to changes in these assumptions.

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.

We performed sensitivity analyses to assess the impact of possible changes to the revenue growth rates, long-term growth rate and discount rate assumptions on the fair value of the Sirius XM reporting unit.

We compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast revenues.

We compared the Company’s forecasted revenue growth rate assumptions to historical revenue growth rates, projected revenue growth rates for comparable companies, and other publicly available data, including third party market studies.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

● evaluating the Company’s long-term growth rate by comparing it to long-term growth rate estimates that were independently observed using publicly available market data for the Company’s industry as well as U.S.

economic growth rates

● evaluating the Company’s discount rate by comparing it to discount rates that were independently developed using publicly available market data for comparable companies.

We have served as the Company’s auditor since 2010.

9 unchanged sentences

Other current assets

Current assets of discontinued operations (note 2)

Total current assets

2 unchanged sentences

Accumulated depreciation

Intangible assets not subject to amortization (note 8)

Goodwill (note 8)

Intangible assets subject to amortization, net (note 8)

Deferred income tax assets (note 10)

Noncurrent assets of discontinued operations (note 2)

Liabilities and Equity

1 unchanged sentence

Accounts payable and accrued liabilities

Current portion of debt, including $ 643 million and $ 1,394 million measured at fair value, respectively (note 9)

Current portion of debt, including zero and $ 69 million measured at fair value, respectively (note 9)

Deferred revenue

Financial instrument liabilities (note 6)

Other current liabilities

Current liabilities of discontinued operations (note 2)

Total current liabilities

Long-term debt, including $ 2,144 million and $ 1,728 million measured at fair value, respectively (note 9)

Deferred income tax liabilities (note 11)

Other liabilities

Noncurrent liabilities of discontinued operations (note 2)

Total liabilities

8 unchanged sentences

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)

Series A Liberty Formula One common stock, $ .01 par value.

3 unchanged sentences

Authorized 521,400,000 shares at December 31, 2024;

issued and outstanding 25,558,577 shares at December 31, 2023 (note 2)

Series A Liberty Braves common stock, $ .01 par value.

issued and outstanding 25,568,345 shares at December 31, 2024 and 25,558,577 shares at December 31, 2023 (note 3)

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 (note 3)

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.

3 unchanged sentences

Authorized 19,552,500 shares at December 31, 2024;

issued and outstanding 2,546,146 shares at December 31, 2023 (note 2)

Series B Liberty Braves common stock, $ .01 par value.

issued and outstanding 2,536,291 shares at December 31, 2024 and 2,546,146 shares at December 31, 2023 (note 3)

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 (note 3)

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)

Series C Liberty Formula One common stock, $ .01 par value.

3 unchanged sentences

Authorized 521,400,000 shares at December 31, 2024;

issued and outstanding 63,589,030 shares at December 31, 2023 (note 2)

Series C Liberty Braves common stock, $ .01 par value.

issued and outstanding 63,728,403 shares at December 31, 2024 and 63,589,030 shares at December 31, 2023 (note 3)

Series C Liberty SiriusXM common stock, $ .01 par value.

Authorized 2,000,000,000 shares at December 31, 2023;

12 unchanged sentences

amounts in millions

Sirius XM Holdings revenue

Formula 1 revenue

1 unchanged sentence

Total revenue

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

Programming and content

Customer service and billing

Operating costs and expenses (note 4):

Cost of Formula 1 revenue (exclusive of depreciation shown separately below)

Subscriber acquisition costs

Other cost of sales

Other operating expenses

Selling, general and administrative

Selling, general and administrative, including stock-based compensation

Depreciation and amortization

Impairment, restructuring and acquisition costs, net of recoveries (notes 5 and 8)

Litigation settlements, net of recoveries

Impairment and acquisition costs

Operating income (loss)

3 unchanged sentences

Realized and unrealized gains (losses) on financial instruments, net (note 6)

Gains (losses) on dilution of investment in affiliate (note 7)

Earnings (loss) before income taxes

Unrealized gains (losses) on intergroup interests

Earnings (loss) from continuing operations before income taxes

Income tax (expense) benefit (note 11)

Net earnings (loss) from continuing operations

Net earnings (loss) from discontinued operations (note 2)

Net earnings (loss)

2 unchanged sentences

Net earnings (loss) attributable to Liberty stockholders

Net earnings (loss) attributable to Liberty stockholders (note 2):

Liberty SiriusXM common stock

Net earnings (loss) from continuing operations attributable to Liberty stockholders (note 3):

Liberty Formula One common stock

Liberty Live common stock

Liberty SiriusXM common stock

Liberty Braves common stock

Net earnings (loss) from discontinued operations attributable to Liberty stockholders:

Liberty SiriusXM common stock

See accompanying notes to consolidated financial statements.

2 unchanged sentences

Years ended December 31, 2024, 2023 and 2022

Basic net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 3)

Series A, B and C Liberty SiriusXM common stock

Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (notes 3 and 4)

Series A, B and C Liberty Formula One common stock

Series A, B and C Liberty Live common stock

Series A, B and C Liberty SiriusXM common stock

Series A, B and C Liberty Braves common stock

Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 3)

Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share (notes 3 and 4):

Series A, B and C Liberty SiriusXM common stock

Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (notes 3 and 4)

Series A, B and C Liberty Formula One common stock

Series A, B and C Liberty Live common stock

Series A, B and C Liberty SiriusXM common stock

Series A, B and C Liberty Braves common stock

Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share (notes 3 and 4):

Series A, B and C Liberty SiriusXM common stock

See accompanying notes to consolidated financial statements.

10 unchanged sentences

Recognition of previously unrealized (gains) losses on debt

Other comprehensive earnings (loss)

Other comprehensive earnings (loss) from continuing operations

Other comprehensive earnings (loss) from discontinued operations

Comprehensive earnings (loss)

2 unchanged sentences

Comprehensive earnings (loss) attributable to Liberty stockholders

Comprehensive earnings (loss) attributable to Liberty stockholders:

Liberty SiriusXM common stock

Comprehensive earnings (loss) from continuing operations attributable to Liberty stockholders:

Liberty Formula One common stock

Liberty Live common stock

Liberty SiriusXM common stock

Liberty Braves common stock

Comprehensive earnings (loss) from discontinued operations attributable to Liberty stockholders:

Liberty SiriusXM common stock

See accompanying notes to consolidated financial statements.

6 unchanged sentences

Adjustments to reconcile net earnings to net cash provided by operating activities:

(Earnings) loss from discontinued operations

Depreciation and amortization

Stock-based compensation

Non-cash impairment and restructuring costs

Non-cash impairment costs

Share of (earnings) loss of affiliates, net

Realized and unrealized (gains) losses on financial instruments, net

Noncash interest expense

Losses (gains) on dilution of investment in affiliate

Unrealized (gains) losses on intergroup interests, net

Loss (gain) on early extinguishment of debt

Deferred income tax expense (benefit)

Intergroup tax allocation

Intergroup tax (payments) receipts

Other charges (credits), net

4 unchanged sentences

Cash flows from investing activities:

Subsidiary initial public offering proceeds returned from (invested in) trust account

Capital expended for property and equipment, including internal-use software and website development

Cash proceeds from dispositions of investments

1 unchanged sentence

Investments in equity method affiliates and debt and equity securities

Subsidiary initial public offering proceeds returned from (invested in) trust account

Return of investment in equity method affiliates

Repayment of loans and other cash receipts from equity method affiliates and debt and equity securities

Capital expended for property and equipment, including internal-use software and website development

Proceeds from insurance recoveries

Other investing activities, net

3 unchanged sentences

Repayments of debt

Liberty stock repurchases

Subsidiary shares repurchased by subsidiary

Repayment of initial public offering proceeds to subsidiary shareholders

Proceeds from initial public offering of subsidiary

Cash dividends paid by subsidiary

Taxes paid in lieu of shares issued for stock-based compensation

Issuance of Series C Liberty Formula One common stock

Settlement of intergroup interests

Atlanta Braves Holdings, Inc.

Taxes paid in lieu of shares issued for stock-based compensation

Repayment of initial public offering proceeds to subsidiary shareholders

Liberty stock repurchases

Distribution from former subsidiary

Other financing activities, net

1 unchanged sentence

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

Net cash provided (used) by discontinued operations:

Cash provided (used) by operating activities

Cash provided (used) by investing activities

Cash provided (used) by financing activities

Net cash provided (used) by discontinued operations

Net increase (decrease) in cash, cash equivalents and restricted cash

7 unchanged sentences

Noncontrolling

Liberty Sirius XM

Liberty Formula One

Liberty Sirius XM

Liberty Braves

comprehensive

earnings (loss)

amounts in millions

8 unchanged sentences

Dividends paid by subsidiary

Exchange of Series A Liberty SiriusXM common stock for shares of subsidiary (note 1)

Balance at December 31, 2022

Net earnings (loss) (excludes net earnings (loss) attributable to redeemable noncontrolling interest) (note 12)

Net earnings (loss)

Other comprehensive earnings (loss)

1 unchanged sentence

Withholding taxes on net share settlements of stock-based compensation

Liberty stock repurchases

Shares repurchased by subsidiary

1 unchanged sentence

Dividends paid by subsidiary

Atlanta Braves Holdings, Inc.

Formula One Distribution

Reclassification

Balance at December 31, 2023

1 unchanged sentence

Other comprehensive earnings (loss)

Liberty SiriusXM Holdings Inc.

Issuance of Series C Liberty Formula One common stock

Stock-based compensation

Withholding taxes on net share settlements of stock-based compensation

Shares repurchased by subsidiary

Shares issued by subsidiary

Dividends paid by subsidiary

Atlanta Braves Holdings, Inc.

Formula One Distribution

Reclassification

Reclassification to additional paid-in capital

Balance at December 31, 2024

7 unchanged sentences

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 subsidiary is 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.

Braves Holdings, LLC ("Braves Holdings") was a subsidiary of the Company until the Atlanta Braves Holdings Split-Off (as defined in note 3) on July 18, 2023.

Braves Holdings is not presented as a discontinued operation in the Company’s consolidated financial statements as the Atlanta Braves Holdings Split-Off did not represent a strategic shift that had a major effect on the Company’s operations and financial results.

Sirius XM Holdings Inc.

(“Sirius XM Holdings”) was a subsidiary of the Company until the Liberty Sirius XM Holdings Split-Off (as defined in note 2) on September 9, 2024.

Liberty Sirius XM Holdings Inc.

(“Liberty Sirius XM Holdings”), which included Sirius XM Holdings, is presented as a discontinued operation in the Company’s consolidated financial statements.

See note 2 for details of the Liberty Sirius XM Holdings Split-Off.

On January 2, 2024, the Company purchased QuintEvents, LLC (“QuintEvents”) for total consideration of approximately $ 277 million, comprised of $ 205 million of cash, net of cash acquired of $ 66 million, and a $ 6 million settlement of a pre-existing condition.

The Company recorded $ 252 million of goodwill, $ 113 million of intangible assets subject to amortization, net and $ 121 million of deferred revenue as a result of the acquisition.

The acquisition price allocation was final as of December 31, 2024.

On March 29, 2024, the Company agreed, subject to certain conditions, to acquire approximately 86 % of the equity interests in Dorna Sports, S.L., (“Dorna”) for a purchase price of approximately € 3.0 billion, to be funded with cash.

The Company entered into foreign currency forward contracts for close to the full purchase price.

In December 2024, the European Commission notified the Company that a Phase II investigation would occur, extending regulatory review beyond December 31, 2024.

The Company agreed to pay € 126 million to the sellers to extend the longstop date to June 30, 2025 in order to accommodate the Phase II investigation.

The € 126 million is considered prepaid purchase consideration and is included in other assets in the accompanying consolidated balance sheet as of December 31, 2024.

Subsequent to December 31, 2024, the Company extended a portion of the foreign currency forward contracts through the extended longstop date.

Liberty has entered into certain agreements with QVC Group, Inc., formerly known as Qurate Retail, Inc.

(“QVC Group”), 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.

(“Atlanta Braves Holdings”), 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, 2024.

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.

These agreements include Reorganization Agreements (in the case of QVC Group, Liberty Broadband and Atlanta Braves Holdings only), Services Agreements, Facilities Sharing Agreements, Tax Sharing Agreements (in the case of Liberty Broadband and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of Liberty Broadband only).

In addition, as a result of certain corporate transactions, Liberty and QVC Group may have obligations to each other for certain tax related matters.

Effective August 31, 2024, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement with Atlanta Braves Holdings was terminated and members

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

of Liberty management that served as officers of Atlanta Braves Holdings stepped down from their positions with Atlanta Braves Holdings (with limited exceptions), even though they may continue to provide services on an as-needed basis.

The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of QVC Group, Liberty Broadband and Atlanta Braves Holdings, including certain cross-indemnities.

Pursuant to the Services Agreements, Liberty provides QVC Group, TripCo, Liberty Broadband and Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support.

QVC Group, TripCo, Liberty Broadband and Atlanta Braves Holdings reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and in the case of QVC Group, QVC Group’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group.

TripCo, Liberty Broadband and Atlanta Braves Holdings 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 QVC Group, TripCo, Liberty Broadband and, until August 31, 2024, Atlanta Braves Holdings.

Under these various agreements, approximately $ 21 million, $ 24 million and $ 21 million of these allocated expenses were reimbursed to Liberty during the years ended December 31, 2024, 2023 and 2022, 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

Maffei, Liberty’s former President and Chief Executive Officer (the “former CEO”), pursuant to the Services Agreements between Liberty and each of TripCo, Liberty Broadband, QVC Group and Atlanta Braves Holdings (collectively, the “Service Companies”), components of Mr.

Maffei's compensation were either paid directly to him by each Service Company or reimbursed to Liberty, in each case, based on allocations among Liberty and the Service Companies set forth in the respective services agreement, which were subject to adjustment on an annual basis and upon the occurrence of certain events.

As of August 31, 2024, upon the effectiveness of Mr.

Maffei’s resignation as an officer of Atlanta Braves Holdings, Mr.

Maffei no longer received compensation from Atlanta Braves Holdings.

(2) Discontinued Operations

On September 9, 2024, Liberty completed the split-off of its wholly owned subsidiary, Liberty Sirius XM Holdings (the “Liberty Sirius XM Holdings Split-Off”).

The Liberty Sirius XM Holdings Split-Off was accomplished through the redemption by the Company of each outstanding share of Liberty SiriusXM common stock in exchange for 0.8375 of a share of Liberty Sirius XM Holdings common stock, with cash paid in lieu of fractional shares.

Liberty Sirius XM Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately prior to the Liberty Sirius XM Holdings Split-Off.

The Liberty Sirius XM Holdings Split-Off was intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares).

Following the Liberty Sirius XM Holdings Split-Off, on September 9, 2024, a wholly owned subsidiary of Liberty Sirius XM Holdings merged 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”).

As a result of the Transactions, Liberty Sirius XM Holdings became an independent public company separate from Liberty.

As disclosed in note 1, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s consolidated financial statements as the Liberty Sirius XM Holdings Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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.

The following table presents a reconciliation of the carrying amounts of the major classes of assets and liabilities of discontinued operations to the total assets and liabilities of discontinued operations as presented in the consolidated balance sheet.

December 31, 2023

amounts in millions

Current assets

Investments in affiliates, accounted for using the equity method

Property and equipment, net

Intangible assets not subject to amortization

Intangible assets subject to amortization, net

Accounts payable and accrued liabilities

Current portion of debt

Other current liabilities

Long-term debt

Deferred income tax liabilities

Other liabilities

Total liabilities

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

The following table provided details about the major classes of line items constituting earnings (loss) from discontinued operations, net of tax as presented in the consolidated statements of operations.

Impairment, restructuring and acquisition costs for the year ended December 31, 2024, in the table below, includes a goodwill impairment loss of $ 2,819 million related to the Sirius XM Holdings reportable segment and $ 500 million impairment of Sirius XM Holding’s equity method investment in Sirius XM Canada Holdings, Inc.

Years ended December 31,

amounts in millions

Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below)

Operating expense

Selling, general and administrative

Impairment, restructuring and acquisition costs

Depreciation and amortization

Litigation settlements, net of recoveries

Operating income (loss)

Other income (expense):

Interest expense

Earnings (loss) from discontinued operations before income taxes

Income tax (expense) benefit

Net earnings (loss) from discontinued operations

Less net earnings (loss) from discontinued operations attributable to the noncontrolling interests

Net earnings (loss) from discontinued operations attributable to Liberty stockholders

(3) 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 July 18, 2023, the Company completed the split-off of its wholly owned subsidiary, Atlanta Braves Holdings (the “Atlanta Braves Holdings Split-Off”).

The Atlanta Braves Holdings 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 Atlanta Braves Holdings common stock.

Atlanta Braves Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty Braves Group (the “Braves Group”) immediately prior to the Atlanta Braves Holdings 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 Atlanta Braves Holdings Split-Off.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

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.

Each of the Atlanta Braves Holdings 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.

In July 2024, the IRS completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction.

In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction.

The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.

While 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 Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty Live 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,

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, 2024, include Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s 2.25 % Convertible Senior Notes due 2027.

As of December 31, 2024, the Formula One Group has cash and cash equivalents of approximately $ 2,631 million, which includes $ 1,389 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, 2024, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation, cash, other minority investments, Liberty’s 2.375 % Exchangeable Senior Debentures due 2053 and an undrawn margin loan.

As of December 31, 2024, the Liberty Live Group has cash and cash equivalents of approximately $ 325 million.

Prior to the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group.

At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was comprised of Liberty’s 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 disclosed in note 1, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s consolidated financial statements.

Prior to the Reclassification, Liberty’s interest in Live Nation, Liberty’s 0.5 % Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation (the “Live Nation Margin Loan”) were attributed to the Liberty SiriusXM Group and are presented as continuing operations in the Company’s consolidated financial statements.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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.

Prior to the Atlanta Braves Holdings 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 (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.

On November 13, 2024, the Company announced that it is pursuing a plan to split-off the Liberty Live Group (the “Liberty Live Split-Off”).

Immediately prior to the Liberty Live Split-Off, QuintEvents would be reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets and cash.

The Liberty Live Split-Off would be effected through the redemption of Liberty Live common stock in exchange for common stock of a newly formed company, Liberty Live Holdings, Inc.

The Company would redeem each outstanding share of its Series A, Series B and Series C Liberty Live common stock for one share of the corresponding series of common stock of Liberty Live Holdings, Inc.

As a result of the Liberty Live Split-Off, the Company and Liberty Live Holdings, Inc.

would be separate publicly traded companies, and the Company would no longer have a tracking stock structure.

The Liberty Live Split-Off is subject to various conditions including, among other things, shareholder approval and the receipt of an opinion of tax counsel.

The Liberty Live Split-Off is intended to be tax-free to stockholders of the Company.

As of December 31, 2021, 6,792,903 notional shares represented an 11.0 % intergroup interest in the Braves Group previously held by the Formula One Group, 2,292,037 notional shares represented a 3.7 % intergroup interest in the Braves Group previously held by the Liberty SiriusXM Group and 5,271,475 notional shares represented a 2.2 % intergroup interest in the Formula One Group previously held by the Liberty SiriusXM Group.

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

In connection with the Atlanta Braves Holdings 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 Atlanta Braves Holdings 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 Atlanta Braves Holdings Series C common stock attributed to the Formula One Group to settle and extinguish the intergroup interest in connection with the Atlanta Braves Holdings 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 Atlanta Braves Holdings 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.

See Exhibit 99.1 to this Annual Report on Form 10-K for unaudited attributed financial information for Liberty’s tracking stock groups.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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.

(4) Summary of Significant Accounting Policies

12 unchanged sentences

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.

The total value of marketable equity securities aggregated zero and $ 113 million as of December 31, 2024 and 2023, 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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

Losses are limited to the extent of the Company’s investment in, advances to and commitments for the 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.

6 unchanged sentences

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;

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

ratings and estimates of 12-month share price targets for the investee;

changes in stock price or valuation subsequent to the balance sheet date;

19 unchanged sentences

Considerable management judgment was required in estimating the Black-Scholes variables.

The fair values of the Company’s foreign currency forward contracts are estimated primarily based on the difference between the foreign currency exchange forward rates as of the reporting date and the foreign currency forward rates included in the Company’s contracts with the respective counterparties, multiplied by the applicable notional amount.

The fair value of the Company’s interest rate swaps are estimated using the present value of expected future cash flows based on the instruments’ contractual terms, including the applicable interest rate and discount rate, and, for any embedded options, implied interest rate volatility.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

7 unchanged sentences

Support equipment

Satellite system

Construction in progress

3 unchanged sentences

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 62 million, $ 79 million and $ 73 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

9 unchanged sentences

If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.

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.

1 unchanged sentence

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

There is no assurance that actual results in the future will approximate these forecasts.

13 unchanged sentences

Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

The Company and its subsidiaries lease business offices 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.

The Company recorded $ 62 million, $ 78 million and $ 13 million of operating lease expense during the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the Company’s operating leases had a weighted-average remaining lease term of 8.0 years and a weighted-average discount rate of 4.8 %.

Operating lease right-of-use assets totaled $ 45 million and $ 36 million as of December 31, 2024 and 2023, respectively, and are included in other assets in the consolidated balance sheets.

Operating lease liabilities totaled $ 44 million and $ 38 million as of December 31, 2024 and 2023, respectively and are included in other current liabilities and other liabilities in the consolidated balance sheets.

As of December 31, 2024, future minimum payments under noncancelable operating leases with initial terms of one year or more are $ 15 million in 2025, $ 6 million in 2026, $ 6 million in 2027, $ 5 million in 2028, $ 5 million in 2029 and $ 14 million thereafter.

The Company expects to pay $ 52 million in 2025, $ 16 million in 2026, $ 16 million in 2027 and $ 14 million in 2028 related to short-term leases that extend over multiple years.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

Noncontrolling Interests

7 unchanged sentences

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.

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.

Significant portions of the transaction prices 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 $ 2,661 million in 2025 , $ 2,438 million in 2026 , $ 7,243 million in 2027 through 2031, and $ 2,018 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,

amounts in millions

Total Sirius XM Holdings revenue

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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

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.

We have not included any amounts in the undelivered performance obligations amounts for those performance obligations that relate to a contract with an original expected duration of one year or less.

The following table disaggregates Formula 1’s revenue by source:

5 unchanged sentences

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

The following is a description of principal activities from which Formula 1 generates its revenue.

Primary revenue.

5 unchanged sentences

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.

QuintEvents recognized $ 340 million of revenue during the year ended December 31, 2024.

QuintEvents generates revenue through ticket sales, event package sales and commissions as an agent/re-seller for event packages.

Revenue from ticket sales and event package sales is recognized as the events occur.

QuintEvents acts as the principal for its ticket sales as it purchases allotments of tickets and bears the risk of loss.

Braves Holdings

9 unchanged sentences

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.

Broadcasting rights are recognized on a per game basis during the baseball

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

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.

4 unchanged sentences

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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

exceed the applicable sales threshold.

Overage rents are only recognized when each tenant’s sales 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.

4 unchanged sentences

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.

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.

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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

2 unchanged sentences

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;

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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

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.

Advertising expense aggregated $ 34 million, $ 28 million and $ 24 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is reflected in the selling, general and administrative expenses line in our consolidated statements of operations.

Stock-Based Compensation

1 unchanged sentence

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,

amounts in millions

Cost of Sirius XM Holdings services:

Programming and content

Customer service and billing

Other operating expense

Selling, general and administrative

Stock-based compensation, included in selling, general and administrative expense in the accompanying consolidated statements of operations, was $ 34 million, $ 29 million and $ 28 million for the years ended December 31, 2024, 2023 and 2022, respectively.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

The Company accounts for income taxes using the asset and liability method.

5 unchanged sentences

Such interest expense is included in interest expense in the accompanying consolidated statements of operations.

Any accrual of

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

Any accrual of 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

1 unchanged sentence

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,

number of shares in millions

Potentially dilutive shares (a)

Diluted WASO (b)

(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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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,

amounts in millions

Basic earnings (loss) attributable to Liberty SiriusXM stockholders

Diluted earnings (loss) attributable to Liberty SiriusXM stockholders

Series A, Series B and Series C Liberty Formula One Common Stock

8 unchanged sentences

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.

rather, the Liberty SiriusXM Group had an attributed value in the Formula One Group which was 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.

However, Liberty assumed that the notional shares (if and when issued) would

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

be comprised of Series A Liberty Formula One common stock since Series A Liberty Formula One common stock was underlying the 1.375 % Cash Convertible Senior Notes due 2023.

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 was 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.

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,

4 unchanged sentences

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.

Excluded from diluted EPS for the year ended December 31, 2024 and the period from August 3, 2023 to December 31, 2023 are 1 million and 1 million potentially dilutive shares of Liberty Live common stock, respectively, because their inclusion would be antidilutive.

August 4, 2023 to

December 31, 2024

December 31, 2023

number of shares in millions

Potentially dilutive shares (a)

Diluted WASO (b)

(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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 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 period from January 1, 2024 to September 9, 2024 and the years ended December 31, 2023 and 2022 are 18 million, 26 million and 25 million potentially dilutive shares of Liberty SiriusXM common stock, respectively, because their inclusion would be antidilutive.

January 1, 2024 to

Years ended December 31,

September 9, 2024

number of shares in millions

Potentially dilutive shares (a)

Diluted WASO (b)

(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 could have been settled in shares of Series A Liberty SiriusXM common stock, were 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.

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.

January 1, 2024 to

Years ended December 31,

September 9, 2024

amounts in millions

Basic earnings (loss) attributable to Liberty Live stockholders

Diluted earnings (loss) attributable to Liberty Live stockholders

Basic earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders

Diluted earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

3 unchanged sentences

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.

Excluded from diluted EPS for the period from January 1, 2023 to July 18, 2023 and the year ended December 31, 2022 are 7 million and 10 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

December 31, 2022

number of shares in millions

2 unchanged sentences

(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.

(b) As described in note 3, 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 Atlanta Braves Holdings Split-Off.

The intergroup interests were quasi-equity interests that were not represented by outstanding shares of common stock;

4 unchanged sentences

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.

During the second quarter of 2023, Liberty determined that, in connection with the Atlanta Braves Holdings Split-Off, shares of Atlanta Braves Holdings 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.

2 unchanged sentences

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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

December 31, 2022

amounts in millions

6 unchanged sentences

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 considers (i) fair value measurement of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates.

The Company holds investments that are accounted for using the equity method.

3 unchanged sentences

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.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“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.

The Company adopted ASU 2023-07 for the year ended December 31, 2024 and applied it retrospectively to all prior periods presented in the 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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

3 unchanged sentences

The Company is in the process of evaluating the disclosure requirements related to ASU 2023-09.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories at interim and annual reporting periods.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is in the process of evaluating the impact of the new standard on the related disclosures.

(5) Supplemental Disclosures to Consolidated Statements of Cash Flows

7 unchanged sentences

Deferred tax liabilities

Fair value of equity consideration

Cash paid (received) for acquisitions, net of cash acquired

1 unchanged sentence

Cash paid for income taxes, net

Non-cash investing and financing activities:

Settlement of debt obligations with equity securities

Stock repurchased by subsidiary not yet settled

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:

1 unchanged sentence

Cash and cash equivalents

Cash and cash equivalents included in current assets of discontinued operations

Restricted cash included in other current assets

Restricted cash included in other assets

Restricted cash included in noncurrent assets of discontinued operations

Total cash, cash equivalents and restricted cash at end of period

(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.

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

4 unchanged sentences

The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

Liberty’s assets and liabilities measured at fair value are as follows:

14 unchanged sentences

Financial instrument liabilities

The majority of Liberty’s Level 2 financial instruments are debt related instruments and derivative instruments.

The majority of Liberty’s Level 2 financial instruments are debt related instruments and derivative instruments, which include foreign currency forward contracts and interest rate swaps.

These assets and liabilities are not always traded publicly or not considered to be traded on “active markets,” as defined in GAAP.

2 unchanged sentences

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.

Debt and equity securities included in the table above are included in the Other assets line item in the consolidated balance sheet.

As of December 31, 2024, $ 27 million and $ 142 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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

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, 2023, $ 5 million of financial instrument liabilities included in the table above are included in the Other liabilities line item in the consolidated balance sheet.

Realized and Unrealized Gains (Losses) on Financial Instruments, net

1 unchanged sentence

Years ended December 31,

Debt and equity securities

Debt measured at fair value (a)

Change in fair value of bond hedges (b)

(a) The Company elected to account for its exchangeable senior debentures and convertible notes using the fair value option.

Foreign currency forward contracts

Interest rate swaps

Debt and equity securities

(a) The Company elected to account for its exchangeable senior debentures and convertible notes (as described in note 9) 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 .

The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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 loss of $ 84 million, gain of $ 24 million and loss of $ 30 million for the years ended December 31, 2024, 2023 and 2022, respectively.

During the year ended December 31, 2024, the Company recognized $ 2 million of previously unrecognized losses related to the retirement of the 0.5 % Exchangeable Senior Debentures due 2050 , which was recognized through other, net in the consolidated statements of operations.

During the year ended December 31, 2023, the Company recognized $ 27 million of previously unrecognized losses related to the retirement of the 1 % Cash Convertible Notes due 2023 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 $ 51 million as of December 31, 2024, net of the recognition of previously unrecognized gains and losses.

(7) Investments in Affiliates Accounted for Using the Equity Method

4 unchanged sentences

dollar amounts in millions

Liberty SiriusXM Group

Sirius XM Canada

Live Nation (a)

Total Liberty SiriusXM Group

Formula One Group

1 unchanged sentence

Liberty Live Group

Live Nation (a)

Total Liberty Live Group

Total Braves Group

Consolidated Liberty

(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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

4 unchanged sentences

amounts in millions

Liberty SiriusXM Group

Sirius XM Canada

Live Nation (a)

Total Liberty SiriusXM Group

Formula One Group

3 unchanged sentences

Total Liberty Live Group

Liberty SiriusXM Group

Live Nation (a)

Total Liberty SiriusXM Group

Total Braves Group

1 unchanged sentence

(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 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, 2024.

32 unchanged sentences

December 31, 2024, 2023 and 2022

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.

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

(8) Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill are as follows:

Sirius XM Holdings

amounts in millions

Balance at January 1, 2023

Acquisitions (a)

Atlanta Braves Holdings Split-Off

Balance at December 31, 2023

Acquisition of QuintEvents

Balance at December 31, 2024

(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

5 unchanged sentences

Customer relationships

Licensing agreements

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 .

The FIA Agreement is amortized over 35 years and customer relationships are amortized over 20 years .

Amortization expense was $ 290 million, $ 327 million and $ 360 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Based on its amortizable intangible assets as of December 31, 2024, Liberty expects that amortization expense will be as follows for the next five years (amounts in millions):

As of December 31, 2023, accumulated goodwill impairment losses for Liberty totaled $ 956 million and related entirely to the Sirius XM Holdings reportable segment.

The Company performed a quantitative analysis of QuintEvents during the fourth quarter of 2024.

Based on near-term business trends and their impact on long-term assumptions, we concluded that the estimated fair value of QuintEvents was less than its carrying value.

As a result, QuintEvents recognized a goodwill impairment loss of $ 73 million during the

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

year ended December 31, 2024.

The fair value was determined using a discounted cash flow (income approach) calculation (Level 3).

Due to the goodwill impairment loss recorded, the carrying value of QuintEvents approximates its estimated fair value as of December 31, 2024.

As of December 31, 2024, accumulated goodwill impairment losses for Liberty totaled $ 73 million and related entirely to QuintEvents, which is included in “Corporate and Other.”

Debt is summarized as follows:

2 unchanged sentences

amounts in millions

Liberty SiriusXM Group

Corporate level notes and loans:

1.375 % Cash Convertible Senior Notes due 2023 (1)

3.75 % Convertible Senior Notes due 2028 (1)

2.125 % Exchangeable Senior Debentures due 2048 (1)

2.75 % Exchangeable Senior Debentures due 2049 (1)

0.5 % Exchangeable Senior Debentures due 2050 (1)

Sirius XM Holdings Margin Loan

Live Nation Margin Loan

Subsidiary notes and loans:

Sirius XM 3.125 % Senior Notes due 2026

Sirius XM 5.0 % Senior Notes due 2027

Sirius XM 4.0 % Senior Notes due 2028

Sirius XM 5.50 % Senior Notes due 2029

Sirius XM 4.125 % Senior Notes due 2030

Sirius XM 3.875 % Senior Notes due 2031

Pandora 1.75 % Convertible Senior Notes due 2023

Sirius XM Senior Secured Revolving Credit Facility

Sirius XM Incremental Term Loan

Deferred financing costs

Total Liberty SiriusXM Group

Formula One Group

Corporate level notes and loans:

1 % Cash Convertible Notes due 2023 (1)

2.25 % Convertible Senior Notes due 2027 (1)

Subsidiary notes and loans:

Senior Loan Facility

Formula 1 Senior Loan Facilities

Deferred financing costs

6 unchanged sentences

Total Liberty Live Group

Braves Group (2)

Subsidiary notes and loans:

Notes and loans

Deferred financing costs

Total Braves Group

Debt classified as current

1 unchanged sentence

(1) Measured at fair value

(2) Debt attributed to the Braves Group was included in Split-Off of ABH, as described in note 2.

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.

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.

As of December 31, 2024, 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 a 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.

1 unchanged sentence

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.

0.5 % Exchangeable Senior Debentures due 2050

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

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”).

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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

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.

of shares of Live Nation common stock attributable to a debenture represented an initial exchange price of approximately $ 90.10 per share.

Interest was payable quarterly on March 1, June 1, September 1 and December 1 of each year.

On August 3, 2023, in connection with the Reclassification, as described in note 3, the debentures were reattributed from the Liberty SiriusXM Group to the Liberty Live Group.

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.

Holders of the debentures had the right to require Liberty to purchase their debentures on September 1, 2024.

In August 2024, Liberty issued a redemption notice for all of its 0.5 % Exchangeable Senior Debentures due 2050.

Any debentures that were not so purchased or properly surrendered for exchange were redeemed in full on September 1, 2024.

Settlement of any debentures properly surrendered for exchange was completed in October 2024.

Pursuant to a supplemental indenture entered into in July 2024, Liberty delivered cash to satisfy its exchange obligations.

During the year ended December 31, 2024, Liberty paid approximately $ 71 million to settle the remaining 0.5 % Exchangeable Senior Debentures due 2050.

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

3 unchanged sentences

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.

Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year.

The debentures may be redeemed by Liberty, in whole or in part, on or after September 30, 2028.

4 unchanged sentences

See note 6 for information related to unrealized gains (losses) on debt measured at fair value.

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

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 May 9, 2022, the Live Nation Margin Loan agreement was amended, replacing a delayed draw term loan with a $ 400 million revolving line of credit, changing the interest rate to the Adjusted Term Secured Overnight Financing Rate (“SOFR ”) plus Term SOFR Adjustment ( 0.1 %) plus 2.0 % and extending the maturity to May 9, 2025.

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 %.

The undrawn portion carries a commitment fee of 0.50 % per annum.

Interest on the margin loan is payable on the last business day of each calendar quarter.

4 unchanged sentences

On August 3, 2023, in connection with the Reclassification, as described in note 3, 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.

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

Formula 1 Loans

On November 23, 2022, Formula 1 refinanced its previous Term Loan B and 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.

On September 19, 2024, Formula 1 refinanced the Term Loan B with a new $ 1.7 billion Term Loan B and extended

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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.

the maturities of the approximately $ 689 million Term Loan A and the $ 500 million revolving credit facility (collectively, the “Senior Loan Facilities”).

The Term Loan A and revolving credit facility mature on September 30, 2029 and the Term Loan B matures on September 30, 2031.

As of December 31, 2024, there were no outstanding borrowings under the $ 500 million revolving credit facility.

1 unchanged sentence

Formula 1 repriced the Term Loan B on October 4, 2023, reducing the margin to 2.25 %.

On September 19, 2024, the margin for the Term Loan B was reduced to 2.0 %, with the potential to permanently step down to 1.75 % if a certain leverage test is met on or after the earlier of the acquisition of Dorna or the termination of the Dorna acquisition.

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.

The weighted average interest rate on the Senior Loan Facilities was approximately 6.19 % and 7.38 % as of December 31, 2024 and 2023, respectively.

The Senior Loan Facilities remain non-recourse to Liberty.

The Senior Loan Facilities are 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 Facilities, Formula 1 had $ 2.2 billion of interest rate swaps as of December 31, 2024, with a termination date in September 2031 and an early termination date in September 2029, at the option of the counterparty.

In connection with the September 19, 2024 refinancing, Formula 1 also marketed an incremental $ 850 million of Term Loan B funding, which is in addition to an incremental $ 150 million of commitments to the newly extended Term Loan A obtained in April 2024 (collectively, the “Incremental Term Loans”).

The Incremental Term loans will be used to fund a portion of the Dorna acquisition, as described in note 1.

The funding of the Incremental Term Loans are conditioned upon the scheduled consummation of the Dorna acquisition.

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

The Formula 1 Senior Loan Facilities contain certain financial covenants, including a leverage ratio.

Additionally, Formula 1 debt and other borrowings contain certain non-financial covenants.

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

Sirius XM 5.0 % Senior Notes due 2027

Sirius XM 4.0 % Senior Notes due 2028

Sirius XM 5.50 % Senior Notes due 2029

Sirius XM 4.125 % Senior Notes due 2030

Sirius XM 3.875 % Senior Notes due 2031

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.

Due to the variable rate nature of the Live Nation Margin Loan and other debt, the Company believes that the carrying amount approximates fair value at December 31, 2024.

Five Year Maturities

The annual principal maturities of outstanding debt obligations for each of the next five years is as follows (amounts in millions):

The Company and its subsidiaries lease business offices, satellite transponders and equipment.

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

The following table presents the components of lease expense:

Years ended December 31,

amounts in millions

Finance lease cost

Depreciation of leased assets

Interest on lease liabilities

Total finance lease cost

Operating lease cost

Short-term operating lease cost

Sublease income

Total lease cost

The remaining weighted-average lease terms and the weighted average discount rates were as follows:

Weighted-average remaining lease term (years):

Finance leases

Operating leases

Weighted-average discount rate:

Finance leases

Operating leases

The following table presents supplemental balance sheet information related to leases:

amounts in millions

Operating leases:

Operating lease right-of-use assets (1)

Current operating lease liabilities (2)

Operating lease liabilities (3)

Total operating lease liabilities

Finance Leases:

Property and equipment, at cost

Accumulated depreciation

Property and equipment, net

Current finance lease liabilities (2)

Finance lease liabilities (3)

Total finance lease liabilities

(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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

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,

amounts in millions

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

Financing cash flows for finance leases

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

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

Total lease payments

implied interest

Present value of lease liabilities

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

(10) Income Taxes

5 unchanged sentences

Income tax benefit (expense)

The following table presents a summary of our domestic and foreign earnings (loss) before income taxes:

The following table presents a summary of our domestic and foreign earnings (loss) from continuing operations before income taxes:

Years ended December 31,

10 unchanged sentences

Foreign income taxes, net of foreign tax credit

Income tax reserves

Taxable dividends, net of dividends received deductions

Federal tax credits

Change in valuation allowance affecting tax expense

Change in tax rate

Stock-based compensation

1 unchanged sentence

Non-taxable gain / (non-deductible loss)

Foreign currency adjustments

Non-deductible interest

Capitalized transaction costs

Intergroup interest

Income tax benefit (expense)

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.

For the year ended December 31, 2024, the Company recognized income tax expense instead of a tax benefit at the expected federal rate of 21 % primarily due to certain losses that are not deductible for tax purposes and non-deductible executive compensation, partially offset by tax benefits related to stock-based compensation and earnings in foreign jurisdictions taxed at rates lower than the 21 % U.S.

federal rate.

For the year ended December 31, 2023, the Company recognized a tax benefit less than the expected federal rate of 21 % primarily due to intergroup interest losses that are not deductible for tax purposes and certain other non-deductible expenses, partially offset by a tax benefit related to foreign currency adjustments on certain U.K.

deferred tax assets.

For the year ended December 31, 2022, the Company recognized a tax benefit instead of a tax expense at the expected federal rate of 21 % primarily due to a decrease in our valuation allowance and earnings in foreign jurisdictions taxed at rates lower than the 21 % U.S.

federal rate.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

6 unchanged sentences

Other accrued liabilities

Intangible assets

Accrued stock compensation

Deferred revenue

Discount on debt

Other future deductible amounts

Deferred tax assets

2 unchanged sentences

Deferred tax liabilities:

Intangible assets

Discount on debt

Deferred tax liabilities

Net deferred tax liabilities

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

A reconciliation of unrecognized tax benefits is as follows:

amounts in millions

Balance at beginning of year

Decrease for tax positions of prior years

Increase (decrease) in tax positions for current year

Increase in tax positions from prior years

Settlements with tax authorities

Balance at end of year

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.

Net deferred tax assets (liabilities)

During the year ended December 31, 2024, there was a $ 2 million increase in the Company’s valuation allowance.

At December 31, 2024, the Company had a deferred tax asset of $ 628 million for federal, state and foreign net operating losses (“NOLs”) and interest expense carryforwards.

Of this amount, the Company has $ 11 million of federal NOLs, $ 2 million of state NOLs, $ 30 million of federal interest expense carryforwards, $ 274 million of foreign NOLs and $ 311 million of foreign interest expense carryforwards that may be carried forward indefinitely.

These losses and interest carryforwards are expected to be utilized prior to expiration, except for $ 10 million, which, based on current projections, will not be utilized in the future and are subject to a valuation allowance.

As of December 31, 2024, the Company had not recorded tax reserves related to unrecognized tax benefits for uncertain tax positions.

As of December 31, 2024, the Company’s tax years prior to 2021 are closed for federal income tax purposes.

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.

The IRS has completed its examination of the Company’s 2022 tax year.

However, 2022 remains open until the statute of limitations lapses on October 15, 2026.

The Company’s 2023 and 2024 tax years are currently under examination as part of the IRS Compliance Assurance Process 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

(11) Stockholders’ Equity

Preferred Stock

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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.

a resolution or resolutions providing for the issue of such preferred stock adopted by the Board of Directors.

As of December 31, 2024, no shares of preferred stock were issued.

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.

Series A Liberty Formula One and Liberty Live common stock have one vote per share, Series B Liberty Formula One and Liberty Live common stock have ten votes per share and Series C 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.

Issuance of Common Stock

On August 22, 2024, the Company issued approximately 12.2 million shares of Series C Liberty Formula One common stock at an offering price of $ 77.50 per share, resulting in gross proceeds of approximately $ 949 million.

The Company expects to use the net proceeds of the offering to partially fund the acquisition of Dorna and for general corporate purposes.

Purchases of Common Stock

2 unchanged sentences

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.

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 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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

There were no repurchases of the Company’s common stock during the years ended December 31, 2024 and 2023.

Liberty Media Acquisition Corporation

6 unchanged sentences

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

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.

7 unchanged sentences

(12) 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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

Chief Executive Officer Compensation Arrangements

In December 2019, the Compensation Committee (the “Committee”) of Liberty approved a compensation arrangement (the “former CEO Arrangement”) for our former 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 former CEO’s compensation described below were either paid directly to the former 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 was 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 former CEO basis, weighted 50 %, in each case, absent agreement to the contrary by Liberty and the Service Companies in consultation with the former CEO.

The allocation percentage was adjusted annually and following certain events.

As of December 31, 2024, 2023 and 2022, the allocation percentage for Liberty was 54 %, 54 % and 49 %, 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.

The former CEO Arrangement provided for a five year employment term which began on January 1, 2020 and ended December 31, 2024, with the following compensation components:

(1) annual base salary of $ 3 million (with no contracted increase), (2) one-time cash commitment bonus of $ 5 million (paid in December 2019), (3) 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), (4) upfront equity awards with an aggregate grant date fair value (“GDFV”) of $ 90 million (granted in two equal tranches in December 2019 and December 2020) and (5) annual equity awards with an annual aggregate GDFV of $ 17.5 million, consisting of time-vested options and/or performance-based restricted stock units (“PRSUs”).

On January 6, 2025, the Liberty board of directors approved an offer of employment for Derek Chang, Liberty’s new President and Chief Executive Officer (the “new CEO”).

The new CEO began employment on February 1, 2025, and receives the following compensation:

(1) annual base salary of $ 2.5 million, (2) one-time signing bonus of $ 150,000 , (3) upfront signing award of Series C RSUs of Liberty Formula One common stock with a GDFV of $ 5 million, (4) upfront signing award of Series C RSUs of Liberty Formula One common stock with a GDFV of $ 15 million and (5) annual option to purchase shares of Series C Formula One common stock with a GDFV of $ 3 million.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

7 unchanged sentences

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 or the JM Trust of shares of Series B Liberty Live common stock or Series B Liberty Formula One common stock for shares of 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 either Group (other than a Voting Power Exchange (as defined below)) (an “Accretive Event”), in each case, such that Mr.

Malone’s beneficially-owned voting power in either 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.

9 unchanged sentences

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 and the JM Trust shares of Series B common stock of either 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.

24 unchanged sentences

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”).

Liberty grants Awards to certain of its directors, employees and employees of its subsidiaries.

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).

4 unchanged sentences

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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:

Options granted in 2024, 2023 and 2022 are summarized as follows:

Years ended December 31,

Series C Liberty SiriusXM common stock, Liberty employees and directors (1)

Series C Liberty SiriusXM common stock, Liberty CEO (2)

Series C Liberty Formula One common stock, Liberty employees and directors (1)

Series C Liberty Formula One common stock, Liberty CEO (2)

Series C Liberty Formula One common stock, Formula 1 employees (3)

Series C Liberty Formula One common stock, former CEO (2)

Series C Liberty Formula One common stock, subsidiary employees (3)

Series C Liberty Live common stock, Liberty employees and directors (1)

Series C Liberty Live common stock, former CEO (4)

Series C Liberty Braves common stock, Liberty employees and directors (1)

Series C Liberty Braves common stock, Liberty CEO (2)

Series C Liberty Braves common stock, former CEO (2)

(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.

(2) Grants made in March 2022 cliff vested in December 2022.

See discussion in note 12 regarding the compensation agreement with the Company’s former CEO.

(3) Grants made in 2024, 2023 and 2022 mainly vested in equal quarterly installments over one year .

(4) Grant made in March 2024 cliff vested in December 2024.

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.

See discussion in note 12 regarding the compensation agreement with the Company’s former CEO.

In addition to the stock option grants to the former CEO, and in connection with his employment agreement, the Company granted PRSUs.

During the years ended December 31, 2024 and 2023, the Company granted 88 thousand and 81 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 the year ended December 31, 2023 to the former CEO.

Such PRSUs had a GDFV of $ 72.05 per share and $ 75.12 per share, respectively, and $ 34.44 per share, 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.

1 unchanged sentence

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 did not grant any options to purchase shares of Series A or Series B Liberty Formula One or Liberty Live common stock during the year ended December 31, 2024.

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

For grants made in 2024, 2023 and 2022, the range of expected terms was 5.2 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, as applicable.

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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.

1 unchanged sentence

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

Options (000's)

(in millions)

Outstanding at January 1, 2023

Forfeited/Cancelled

Reclassification adjustment

Outstanding at December 31, 2023

Exercisable at December 31, 2023

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

Liberty Formula One

3 unchanged sentences

Forfeited/Cancelled

Formula One Distribution adjustment

Reclassification adjustment

Outstanding at December 31, 2024

4 unchanged sentences

Forfeited/Cancelled

Reclassification adjustment

Outstanding at December 31, 2024

Exercisable at December 31, 2024

As of December 31, 2024, there were no outstanding Series A or Series B options to purchase shares of Series A or Series B Liberty Formula One common stock or Liberty Live common stock.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

Liberty Braves

Options (000's)

(in millions)

Outstanding at January 1, 2023

Forfeited/Cancelled

Outstanding at December 31, 2023

Exercisable at December 31, 2023

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, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $ 15 million.

Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 1.4 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.

As of December 31, 2024, 4.1 million and 1.2 million shares of Series C Liberty Formula One and Liberty Live common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock options.

Liberty—Exercises

1 unchanged sentence

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 Company had approximately 250 thousand and 60 thousand unvested RSAs and RSUs of Liberty Formula One and Liberty Live common stock, respectively, held by certain directors, officers and employees of the Company as of December 31, 2024.

These Series C unvested RSAs and RSUs of Liberty Formula One and Liberty Live common stock had a weighted average GDFV of $ 71.45 per share and $ 41.88 per share, respectively.

The aggregate fair value of all RSAs and RSUs of Liberty common stock that vested during the years ended December 31, 2024, 2023 and 2022 was $ 20 million, $ 7 million and $ 14 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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

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.

(14) Employee Benefit Plans

10 unchanged sentences

The change in the components of accumulated other comprehensive earnings (loss), net of taxes (“AOCI”), is summarized as follows:

gains (losses)

on securities

amounts in millions

5 unchanged sentences

Other comprehensive earnings (loss) attributable to Liberty stockholders

Split-Off of Liberty Sirius XM Holdings

Balance at December 31, 2024

6 unchanged sentences

Recognition of previously unrealized (gains) losses on debt

Other comprehensive earnings

Other comprehensive earnings (loss) from continuing operations

Year ended December 31, 2023:

Unrealized holding gains (losses) arising during period

Credit risk on fair value debt instruments gains (losses)

1 unchanged sentence

Recognition of previously unrealized (gains) losses on debt

Other comprehensive earnings

Other comprehensive earnings (loss) from continuing operations

Year ended December 31, 2022:

3 unchanged sentences

Recognition of previously unrealized (gains) losses on debt

Other comprehensive earnings

Other comprehensive earnings (loss) from continuing operations

(16) Commitments and Contingencies

7 unchanged sentences

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.

The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.

10 unchanged sentences

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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2023, 2022 and 2021

In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if 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.

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.

Maffei, the Chairman of the board of directors of Sirius XM Holdings, Ms.

Hickenlooper, Mr.

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.

Malone and Liberty rendered a majority of the Sirius XM Holdings board of directors not independent from Mr.

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.

§ 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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

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.

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.

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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

(17) Information About Liberty’s Operating Segments

1 unchanged sentence

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.

Liberty’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to the Company’s reportable segments based on financial measures such as revenue, operating expenses (including team payments and other cost of revenue), selling, general and administrative expenses, and Adjusted OIBDA (as defined below).

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.

4 unchanged sentences

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

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

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.

Formula 1, a reportable segment, 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.

As of December 31, 2024, Live Nation met the Company’s reportable segment threshold for equity method affiliates.

See note 7 for segment disclosures related to Live Nation.

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.

The significant accounting policies of the segments are the same as those described in the Company’s summary of significant policies.

Performance Measures

Years ended December 31,

Year ended December 31, 2024

Corporate and

amounts in millions

Liberty SiriusXM Group

Sirius XM Holdings

Corporate and other

Eliminate equity method affiliate

Total Liberty SiriusXM Group

Formula One Group

Corporate and other

Intergroup elimination

Total Formula One Group

Liberty Live Group

Corporate and other

Eliminate equity method affiliate

Total Liberty Live Group

Corporate and other

Total Braves Group

Operating expenses

Team payments

Other cost of revenue

Other operating expenses

Total operating expenses

Selling, general and administrative, excluding stock-based compensation

Adjusted OIBDA

Year ended December 31, 2023

Corporate and

amounts in millions

Operating expenses

Team payments

Other cost of revenue

Other operating expenses

Total operating expenses

Selling, general and administrative, excluding stock-based compensation

Adjusted OIBDA

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

Year ended December 31, 2022

Corporate and

amounts in millions

Operating expenses

Team payments

Other cost of revenue

Other operating expenses

Total operating expenses

Selling, general and administrative, excluding stock-based compensation

Adjusted OIBDA

Other Information

4 unchanged sentences

amounts in millions

Liberty SiriusXM Group

Sirius XM Holdings

Corporate and other

Eliminate equity method affiliate

Total Liberty SiriusXM Group

Formula One Group

4 unchanged sentences

Corporate and other

Eliminate equity method affiliate

Total Liberty Live Group

Corporate and other

Total Braves Group

Elimination (1)

Assets of discontinued operations

Consolidated Liberty

(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.

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024, 2023 and 2022

The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes:

The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) from continuing operations before income taxes:

Years ended December 31,

3 unchanged sentences

Depreciation and amortization

Impairment, restructuring and acquisition costs, net of recoveries (notes 5 and 8)

Litigation settlements, net of recoveries (note 17)

Impairment and acquisition costs

Operating income (loss)

2 unchanged sentences

Realized and unrealized gains (losses) on financial instruments, net

Gains (losses) on dilution of investment in affiliate

Earnings (loss) before income taxes

Unrealized gains (losses) on intergroup interests

Earnings (loss) from continuing operations before income taxes

Revenue by Geographic Area

8 unchanged sentences

United Kingdom

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

(18) Quarterly Financial Information (unaudited)

amounts in millions, except per share amounts

Operating income (loss)

Net earnings (loss) from continuing operations

Net earnings (loss)

Net earnings (loss) from continuing operations attributable to Liberty stockholders:

Liberty Formula One common stock

Liberty Live common stock

Net earnings (loss) from discontinued operations attributable to Liberty stockholders:

Liberty SiriusXM common stock

Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:

Liberty Formula One common stock

Liberty Live common stock

Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:

Liberty SiriusXM common stock

Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:

Liberty Formula One common stock

Liberty Live common stock

Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:

Liberty SiriusXM common stock

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2024, 2023 and 2022

amounts in millions, except per share amounts

Operating income (loss)

Net earnings (loss) from continuing operations

Net earnings (loss)

Net earnings (loss) from continuing operations attributable to Liberty stockholders:

Liberty Formula One common stock

Liberty Live common stock

Liberty SiriusXM common stock

Liberty Braves common stock

Net earnings (loss) from discontinued operations attributable to Liberty stockholders:

Liberty SiriusXM common stock

Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:

Liberty Formula One common stock

Liberty Live common stock

Liberty SiriusXM common stock

Liberty Braves common stock

Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:

Liberty SiriusXM common stock

Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:

Liberty Formula One common stock

Liberty Live common stock

Liberty SiriusXM common stock

Liberty Braves common stock

Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:

Liberty SiriusXM common stock

The following required information is incorporated by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders presently scheduled to be held in the second quarter of 2025:

18 unchanged sentences

(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.

(ii) The audited consolidated financial statements of Live Nation Entertainment, Inc.

as of December 31, 2024 and 2023, and for each of the years ended December 31, 2024, 2023 and 2022, as well as the accompanying notes thereto and the Report of Independent Registered Public Accounting Firm, are contained in Live Nation Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 and are incorporated herein by reference as Exhibit 99.2.

(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):

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”)).

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).

First Amendment to Reorganization Agreement, dated as of June 16, 2024, by and among Liberty Media Corporation, Sirius XM Holdings Inc.

and Liberty Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 17, 2024 (File No.

Reorganization Agreement, dated as of June 28, 2023, by and between the Registrant and Atlanta Braves Holdings, Inc.

1 unchanged sentence

001-35707) (the “July 2023 8-K”)).

Share Purchase Agreement, dated as of March 29, 2024, by and among Liberty Media Corporation, Libertad Especia, S.L.U, Global Racing LX2 S.à.r.l., Global Racing LX1 S.à.r.l., and the other sellers named therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on April 1, 2024 (File No.

001-35707) (the “April 2024 8-K”)).

3—Articles of Incorporation and Bylaws:

3 unchanged sentences

4—Instruments Defining the Rights of Securities Holders, including Indentures:

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”)).

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).

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).

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 .

21 unchanged sentences

001-35707) (the “2017 10-K”)).

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”)).

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.

4 unchanged sentences

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.

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 QVC Group, 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”)).

Second Amendment to Malone Employment Agreement effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to the Liberty Interactive 2009 10-K).

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.

Third Amendment to Malone Employment Agreement effective January 1, 2007 (incorporated by reference to Exhibit 10.13 to QVC Group, 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”)).

31 unchanged sentences

001-35707)) .

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).

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).

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).

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).

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).

Shareholders’ Agreement, dated as of March 29, 2024, by and among Libertad Especia, S.L.U., Dorna Sports, S.L.

and certain other equity holders named therein (incorporated by reference to Exhibit 10.1 of the April 2024 8-K).

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed on May 8, 2024 (File No.

Amendment Agreement, dated September 19, 2024, by and among Formula One Management Limited, J.P.

Morgan SE, as facility agent, and other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on November 12, 2024 (File No.

001-35707) (the “2024 Q3 10-Q”)).

2nd Amendment Agreement, dated October 9, 2024, by and between Formula One Management Limited and J.P.

Morgan SE, as facility agent (incorporated by reference to Exhibit 10.2 to the 2024 Q3 10-Q).

Amended and Restated First Lien Facilities Agreement, dated November 23, 2022, by and among Formula One Management Limited, J.P.

Morgan SE, as facility agent, NatWest Markets plc and other financial institutions party thereto, conformed to reflect amendments through October 9, 2024 (incorporated by reference to Exhibit 10.3 to the 2024 Q3 10-Q).

Letter Agreement, dated January 7, 2025 by and between the Registrant and Derek Chang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 8, 2025 (File No.

Liberty Media Corporation Insider Trading Policy.*

Subsidiaries of Liberty Media Corporation.*

Consent of KPMG LLP.*

Consent of Ernst & Young LLP.*

Rule 13a-14(a)/15d-14(a) Certification.*

1 unchanged sentence

Section 1350 Certification.

Liberty Media Corporation Clawback Policy for the Recovery of Erroneously Awarded Compensation.*

Liberty Media Corporation Clawback Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (File No.

Unaudited Attributed Financial Information for Tracking Stock Groups.*

Audited consolidated financial statements of Live Nation Entertainment, Inc.

as of December 31, 2024 and 2023 and for each of the years ended December 31, 2024, 2023 and 2022 (incorporated by reference to Live Nation Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

001-32601), filed on February 21, 2025).

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.*

13 unchanged sentences

February 27, 2025

/s/ GREGORY B.

/s/ DEREK CHANG

President and Chief Executive Officer

4 unchanged sentences

February 27, 2025

/s/ Gregory B.

/s/ Derek Chang

Director, President and Chief Executive Officer

4 unchanged sentences

/s/ Robert R.

Vice Chairman of the Board and Director

February 27, 2025

/s/ Derek Chang

/s/ Chase Carey

February 27, 2025

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures