Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and principal accounting and
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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.
See page II-19 for Management’s Report on Internal Control Over Financial Reporting.
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.
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.
Item 9B. Other Information.
Insider Trading Arrangements
None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2024.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The Company’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, using the criteria in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 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. Their report appears on page II-20 of this Annual Report on Form 10-K.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Media Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 27, 2025
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Media Corporation and subsidiaries (the Company) as of December 31, 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, 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, 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
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide and the report of Ernst & Young LLP provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
II-22
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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 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.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
Denver, Colorado
February 27, 2025
II-23
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2024 and 2023
2024
2023
amounts in millions
Assets
Current assets:
Cash and cash equivalents
$
2,956
1,713
Trade and other receivables, net
114
123
Other current assets
277
180
Current assets of discontinued operations (note 2)
—
1,361
Total current assets
3,347
3,377
Investments in affiliates, accounted for using the equity method (note 7)
491
374
Property and equipment, at cost
1,007
973
Accumulated depreciation
( 197 )
( 135 )
810
838
Goodwill (note 8)
4,134
3,956
Intangible assets subject to amortization, net (note 8)
2,689
2,858
Deferred income tax assets (note 10)
760
772
Other assets
717
612
Noncurrent assets of discontinued operations (note 2)
—
28,540
Total assets
$
12,948
41,327
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities
$
648
474
Current portion of debt, including zero and $ 69 million measured at fair value, respectively (note 9)
26
106
Deferred revenue
267
247
Financial instrument liabilities (note 6)
138
8
Other current liabilities
54
32
Current liabilities of discontinued operations (note 2)
—
3,876
Total current liabilities
1,133
4,743
Long-term debt, including $ 2,144 million and $ 1,728 million measured at fair value, respectively (note 9)
4,522
4,117
Other liabilities
242
188
Noncurrent liabilities of discontinued operations (note 2)
—
12,834
Total liabilities
$
5,897
21,882
(continued)
See accompanying notes to consolidated financial statements.
II-24
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2024 and 2023
2024
2023
amounts in millions
Stockholders' equity (notes 11,13 and 15):
Preferred stock, $ .01 par value. Authorized 50,000,000 shares; no shares issued
$
—
—
Series A Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares at December 31, 2024; issued and outstanding 23,987,941 shares at December 31, 2024 and 23,981,960 shares at December 31, 2023 (note 3)
—
—
Series A Liberty Live common stock, $ .01 par value. Authorized 521,400,000 shares at December 31, 2024; 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)
NA
1
Series B Liberty Formula One common stock, $ .01 par value. Authorized 18,750,000 shares at December 31, 2024; issued and outstanding 2,431,602 shares at December 31, 2024 and 2,437,583 shares at December 31, 2023 (note 3)
—
—
Series B Liberty Live common stock, $ .01 par value. Authorized 19,552,500 shares at December 31, 2024; 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)
NA
—
Series C Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares at December 31, 2024; issued and outstanding 222,839,968 shares at December 31, 2024 and 208,196,119 shares at December 31, 2023 (note 3)
2
2
Series C Liberty Live common stock, $ .01 par value. Authorized 521,400,000 shares at December 31, 2024; issued and outstanding 63,728,403 shares at December 31, 2024 and 63,589,030 shares at December 31, 2023 (note 3)
1
1
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 (note 3)
NA
2
Additional paid-in capital
—
1,317
Accumulated other comprehensive earnings (loss), net of taxes
( 153 )
12
Retained earnings
7,179
15,061
Total stockholders' equity
7,029
16,396
Noncontrolling interests in equity of subsidiaries
22
3,049
Total equity
7,051
19,445
Commitments and contingencies (note 16)
Total liabilities and equity
$
12,948
41,327
See accompanying notes to consolidated financial statements.
II-25
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations
Years ended December 31, 2024, 2023 and 2022
2024
2023
2022
amounts in millions
Revenue:
Formula 1 revenue
$
3,318
3,222
2,573
Other revenue
335
350
588
Total revenue
3,653
3,572
3,161
Operating costs and expenses (note 4):
Cost of Formula 1 revenue (exclusive of depreciation shown separately below)
2,294
2,240
1,750
Other cost of sales
194
—
—
Other operating expenses
13
274
434
Selling, general and administrative, including stock-based compensation
419
396
393
Depreciation and amortization
352
406
433
Impairment and acquisition costs
105
1
6
3,377
3,317
3,016
Operating income (loss)
276
255
145
Other income (expense):
Interest expense
( 237 )
( 248 )
( 186 )
Share of earnings (losses) of affiliates, net (note 7)
228
157
104
Realized and unrealized gains (losses) on financial instruments, net (note 6)
( 383 )
( 167 )
524
Unrealized gains (losses) on intergroup interests
—
( 68 )
19
Other, net
92
46
101
( 300 )
( 280 )
562
Earnings (loss) from continuing operations before income taxes
( 24 )
( 25 )
707
Income tax (expense) benefit (note 11)
( 39 )
1
202
Net earnings (loss) from continuing operations
( 63 )
( 24 )
909
Net earnings (loss) from discontinued operations (note 2)
( 2,412 )
986
1,120
Net earnings (loss)
( 2,475 )
962
2,029
Less net earnings (loss) attributable to the noncontrolling interests
( 412 )
201
227
Less net earnings (loss) attributable to redeemable noncontrolling interest (note 11)
—
—
( 13 )
Net earnings (loss) attributable to Liberty stockholders
$
( 2,063 )
761
1,815
Net earnings (loss) from continuing operations attributable to Liberty stockholders (note 3):
Liberty Formula One common stock
$
( 30 )
185
558
Liberty Live common stock
( 31 )
( 142 )
NA
Liberty SiriusXM common stock
—
45
382
Liberty Braves common stock
NA
( 111 )
( 35 )
Net earnings (loss) from discontinued operations attributable to Liberty stockholders:
Liberty SiriusXM common stock
( 2,002 )
784
910
$
( 2,063 )
761
1,815
(continued)
See accompanying notes to consolidated financial statements.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations (Continued)
Years ended December 31, 2024, 2023 and 2022
2024
2023
2022
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
$
( 0.13 )
0.79
2.39
Series A, B and C Liberty Live common stock
$
( 0.34 )
( 1.54 )
NA
Series A, B and C Liberty SiriusXM common stock
$
—
0.14
1.16
Series A, B and C Liberty Braves common stock
$
NA
( 2.09 )
( 0.66 )
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
$
( 6.12 )
2.40
2.77
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
$
( 0.13 )
0.62
2.15
Series A, B and C Liberty Live common stock
$
( 0.34 )
( 1.54 )
NA
Series A, B and C Liberty SiriusXM common stock
$
—
0.13
1.11
Series A, B and C Liberty Braves common stock
$
NA
( 2.09 )
( 0.66 )
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
$
( 6.16 )
2.29
2.55
See accompanying notes to consolidated financial statements.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Comprehensive Earnings (Loss)
Years ended December 31, 2024, 2023 and 2022
2024
2023
2022
amounts in millions
Net earnings (loss)
$
( 2,475 )
962
2,029
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments
( 7 )
10
( 43 )
Unrealized holding gains (losses) arising during the period
—
—
18
Credit risk on fair value debt instruments gains (losses)
( 66 )
19
( 6 )
Share of other comprehensive earnings (loss) of equity affiliates
( 86 )
27
16
Recognition of previously unrealized (gains) losses on debt
1
21
( 19 )
Other comprehensive earnings (loss) from continuing operations
( 158 )
77
( 34 )
Other comprehensive earnings (loss) from discontinued operations
( 40 )
( 25 )
( 5 )
Comprehensive earnings (loss)
( 2,673 )
1,014
1,990
Less comprehensive earnings (loss) attributable to the noncontrolling interests
( 414 )
202
222
Less comprehensive earnings (loss) attributable to redeemable noncontrolling interests (note 11)
—
—
( 13 )
Comprehensive earnings (loss) attributable to Liberty stockholders
$
( 2,259 )
812
1,781
Comprehensive earnings (loss) from continuing operations attributable to Liberty stockholders:
Liberty Formula One common stock
$
( 50 )
184
504
Liberty Live common stock
( 169 )
( 84 )
NA
Liberty SiriusXM common stock
—
65
382
Liberty Braves common stock
NA
( 111 )
( 15 )
Comprehensive earnings (loss) from discontinued operations attributable to Liberty stockholders:
Liberty SiriusXM common stock
( 2,040 )
758
910
$
( 2,259 )
812
1,781
See accompanying notes to consolidated financial statements.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Cash Flows
Years ended December 31, 2024, 2023 and 2022
2024
2023
2022
amounts in millions
(see note 5)
Cash flows from operating activities:
Net earnings (loss)
$
( 2,475 )
962
2,029
Adjustments to reconcile net earnings to net cash provided by operating activities:
(Earnings) loss from discontinued operations
2,412
( 986 )
( 1,120 )
Depreciation and amortization
352
406
433
Stock-based compensation
34
29
28
Non-cash impairment costs
73
—
5
Share of (earnings) loss of affiliates, net
( 228 )
( 157 )
( 104 )
Realized and unrealized (gains) losses on financial instruments, net
383
167
( 524 )
Unrealized (gains) losses on intergroup interests, net
—
68
( 19 )
Loss (gain) on early extinguishment of debt
6
34
( 14 )
Deferred income tax expense (benefit)
29
( 9 )
( 150 )
Intergroup tax allocation
( 109 )
( 178 )
( 156 )
Intergroup tax (payments) receipts
131
121
80
Other charges (credits), net
10
12
( 16 )
Changes in operating assets and liabilities
Current and other assets
39
7
( 97 )
Payables and other liabilities
( 104 )
158
203
Net cash provided (used) by operating activities
553
634
578
Cash flows from investing activities:
Capital expended for property and equipment, including internal-use software and website development
( 75 )
( 461 )
( 309 )
Cash proceeds from dispositions of investments
117
111
101
Cash (paid) received for acquisitions, net of cash acquired
( 205 )
—
—
Investments in equity method affiliates and debt and equity securities
( 11 )
( 176 )
( 57 )
Subsidiary initial public offering proceeds returned from (invested in) trust account
—
—
579
Return of investment in equity method affiliates
1
—
37
Other investing activities, net
( 14 )
( 18 )
96
Net cash provided (used) by investing activities
( 187 )
( 544 )
447
Cash flows from financing activities:
Borrowings of debt
645
1,165
3,289
Repayments of debt
( 748 )
( 1,008 )
( 4,787 )
Issuance of Series C Liberty Formula One common stock
939
—
—
Settlement of intergroup interests
—
( 273 )
( 78 )
Atlanta Braves Holdings, Inc. Split-Off
—
( 188 )
—
Taxes paid in lieu of shares issued for stock-based compensation
( 17 )
( 10 )
24
Repayment of initial public offering proceeds to subsidiary shareholders
—
—
( 579 )
Liberty stock repurchases
—
—
( 37 )
Distribution from former subsidiary
—
3
672
Other financing activities, net
75
26
59
Net cash provided (used) by financing activities
894
( 285 )
( 1,437 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
( 10 )
1
—
Net cash provided (used) by discontinued operations:
Cash provided (used) by operating activities
882
1,830
1,968
Cash provided (used) by investing activities
( 709 )
( 696 )
( 493 )
Cash provided (used) by financing activities
( 488 )
( 1,188 )
( 1,711 )
Net cash provided (used) by discontinued operations
( 315 )
( 54 )
( 236 )
Net increase (decrease) in cash, cash equivalents and restricted cash
935
( 248 )
( 648 )
Cash, cash equivalents and restricted cash at beginning of period
2,028
2,276
2,924
Cash, cash equivalents and restricted cash at end of period
$
2,963
2,028
2,276
See accompanying notes to consolidated financial statements .
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statement Of Equity
Years ended December 31, 2024, 2023 and 2022
Stockholders' equity
Accumulated
Noncontrolling
Additional
other
interest in
Preferred
Liberty Formula One
Liberty Live
Liberty Sirius XM
Liberty Braves
paid-in
comprehensive
Retained
equity of
Total
Stock
Series A
Series B
Series C
Series A
Series B
Series C
Series A
Series B
Series C
Series A
Series B
Series C
capital
earnings (loss)
earnings
subsidiaries
equity
amounts in millions
Balance at January 1, 2022
$
—
$
—
$
—
$
2
NA
NA
NA
$
1
$
—
$
2
$
—
$
—
$
—
$
1,954
$
( 5 )
$
12,718
$
3,590
$
18,262
Net earnings (loss) (excludes net earnings (loss) attributable to redeemable noncontrolling interest) (note 11)
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
—
—
1,815
210
2,025
Other comprehensive earnings (loss)
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
—
( 34 )
—
( 5 )
( 39 )
Stock-based compensation
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
214
—
—
39
253
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
( 123 )
—
—
—
( 123 )
Liberty stock repurchases
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
( 395 )
—
—
—
( 395 )
Shares repurchased by subsidiary
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
( 172 )
—
—
( 467 )
( 639 )
Shares issued by subsidiary
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
( 73 )
—
—
77
4
Dividends paid by subsidiary
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
—
—
—
( 249 )
( 249 )
Other, net
—
—
—
—
NA
NA
NA
—
—
—
—
—
—
3
—
56
( 32 )
27
Balance at December 31, 2022
—
—
—
2
NA
NA
NA
1
—
2
—
—
—
1,408
( 39 )
14,589
3,163
19,126
Net earnings (loss)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
761
201
962
Other comprehensive earnings (loss)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
51
—
1
52
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
216
—
—
34
250
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
( 74 )
—
—
—
( 74 )
Shares repurchased by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
46
—
—
( 320 )
( 274 )
Shares issued by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
( 61 )
—
—
65
4
Dividends paid by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 65 )
( 65 )
Atlanta Braves Holdings, Inc. Split-Off
—
—
—
—
—
—
—
—
—
—
—
—
—
( 180 )
—
—
( 11 )
( 191 )
Formula One Distribution
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 289 )
—
( 289 )
Reclassification
—
—
—
—
—
—
1
—
—
—
—
—
—
( 1 )
—
—
—
—
Other, net
—
—
—
—
—
—
—
—
—
—
—
—
—
( 37 )
—
—
( 19 )
( 56 )
Balance at December 31, 2023
—
—
—
2
—
—
1
1
—
2
NA
NA
NA
1,317
12
15,061
3,049
19,445
Net earnings (loss)
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
—
—
( 2,063 )
( 412 )
( 2,475 )
Other comprehensive earnings (loss)
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
—
( 196 )
—
( 2 )
( 198 )
Liberty SiriusXM Holdings Inc. Split-Off
—
—
—
—
—
—
—
( 1 )
—
( 2 )
NA
NA
NA
( 8,187 )
31
—
( 2,641 )
( 10,800 )
Issuance of Series C Liberty Formula One common stock
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
939
—
—
—
939
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
158
—
—
24
182
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
( 56 )
—
—
—
( 56 )
Dividends paid by subsidiary
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 52 )
( 52 )
Reclassification to additional paid-in capital
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
5,818
—
( 5,818 )
—
—
Other, net
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
11
—
( 1 )
56
66
Balance at December 31, 2024
$
—
$
—
$
—
$
2
$
—
$
—
$
1
NA
NA
NA
NA
NA
NA
$
—
$
( 153 )
$
7,179
$
22
$
7,051
See accompanying notes to consolidated financial statements.
II-30
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(1) Basis of Presentatio n
The accompanying consolidated financial statements of Liberty Media Corporation (“Liberty,” “we,” “our,” “us” or the “Company” unless the context otherwise requires) represent a consolidation of certain media and entertainment related assets and businesses. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom (“U.K.”). Our most significant 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 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. (“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 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
II-31
Table of Contents
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 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.
II-32
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
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
Assets
Current assets
$
1,361
Investments in affiliates, accounted for using the equity method
715
Property and equipment, net
1,245
Intangible assets not subject to amortization
25,051
Intangible assets subject to amortization, net
1,014
Other assets
515
Total assets
$
29,901
Liabilities
Accounts payable and accrued liabilities
$
1,536
Current portion of debt
1,074
Other current liabilities
1,266
Long-term debt
10,063
Deferred income tax liabilities
2,245
Other liabilities
526
Total liabilities
$
16,710
II-33
Table of Contents
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,
2024
2023
2022
amounts in millions
Revenue
$
6,004
8,953
9,003
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below)
2,852
4,209
4,130
Operating expense
461
681
637
Selling, general and administrative
1,030
1,534
1,638
Impairment, restructuring and acquisition costs
3,339
66
68
Depreciation and amortization
421
624
611
Litigation settlements, net of recoveries
—
31
—
8,103
7,145
7,084
Operating income (loss)
( 2,099 )
1,808
1,919
Other income (expense):
Interest expense
( 349 )
( 534 )
( 503 )
Other, net
122
( 64 )
70
( 227 )
( 598 )
( 433 )
Earnings (loss) from discontinued operations before income taxes
( 2,326 )
1,210
1,486
Income tax (expense) benefit
( 86 )
( 224 )
( 366 )
Net earnings (loss) from discontinued operations
( 2,412 )
986
1,120
Less net earnings (loss) from discontinued operations attributable to the noncontrolling interests
( 410 )
202
210
Net earnings (loss) from discontinued operations attributable to Liberty stockholders
$
( 2,002 )
784
910
(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 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.
II-34
Table of Contents
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 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 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.
II-35
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
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.
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”). 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. 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 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.
II-36
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
(4) Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition.
Receivables
Receivables are reflected net of an allowance for credit losses and sales returns. The table below presents changes in the allowance for the periods presented:
Years ended December 31,
2024
2023
2022
amounts in millions
Balance, beginning of period
$
2
3
3
Provision charged to expense
1
1
—
Write-offs, net of recoveries
—
( 2 )
( 1 )
Foreign currency translation adjustments
—
—
1
Balance, end of period
$
3
2
3
Investments
All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values. The total value of marketable equity securities aggregated 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 investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses of such affiliate on a lag.
Changes in the Company’s proportionate share of the underlying equity of an equity method investee, which result from the issuance of additional equity securities by such equity investee, are recognized in the statement of operations through the other, net line item. To the extent there is a difference between our ownership percentage in the underlying equity of an equity method investee and our carrying value, such difference is accounted for as if the equity method investee were a consolidated subsidiary.
The Company continually reviews its equity investments to determine whether a decline in fair value below the carrying value is other than temporary. The primary factors the Company considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying value; the severity of the decline; and the financial condition, operating performance and near term prospects of the investee. In addition, the Company considers the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; analysts’
II-37
Table of Contents
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; and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. If the decline in fair value is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value. In situations where the fair value of an investment is not evident due to a lack of a public market price or other factors, the Company uses its best estimates and assumptions to arrive at the estimated fair value of such investment. The Company’s assessment of the foregoing factors involves a high degree of judgment and accordingly, actual results may differ materially from the Company’s estimates and judgments. Write-downs for equity method investments are included in share of earnings (losses) of affiliates.
The Company performs a qualitative assessment for equity securities without readily determinable fair values each reporting period to determine whether the security could be impaired. If the qualitative assessment indicates that an impairment could exist, we estimate the fair value of the investments, and, to the extent the security’s fair value is less than its carrying value, an impairment is recorded in the consolidated statements of operations.
Derivative Instruments and Hedging Activities
All of the Company’s derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. None of the Company’s derivatives are currently designated as hedges.
The fair value of certain of the Company’s derivative instruments are estimated using the Black-Scholes model. The Black-Scholes model incorporates a number of variables in determining such fair values, including expected volatility of the underlying security and an appropriate discount rate. The Company obtained volatility rates from pricing services based on the expected volatility of the underlying security over the remaining term of the derivative instrument. A discount rate was obtained at the inception of the derivative instrument and updated each reporting period, based on the Company’s estimate of the discount rate at which it could currently settle the derivative instrument. The Company considered its own credit risk as well as the credit risk of its counterparties in estimating the discount rate. Considerable management judgment was required in estimating the Black-Scholes variables.
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.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
Property and Equipment
Property and equipment consisted of the following:
Estimated
December 31,
Useful Life
2024
2023
amounts in millions
Land
NA
$
262
262
Buildings and improvements
10 - 40 years
538
537
Support equipment
3 - 25 years
205
172
Construction in progress
NA
2
2
Total property and equipment
$
1,007
973
Property and equipment, including significant improvements, is stated at cost. Depreciation is computed using the straight-line method using estimated useful lives. Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 62 million, $ 79 million and $ 73 million, respectively.
Intangible Assets
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, “indefinite lived intangible assets”) are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year, or more frequently if events and circumstances indicate impairment may have occurred.
The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period.
In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior years for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.
The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in Liberty’s valuation analysis are based on management’s best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years.
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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. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Impairment of Long-lived Assets
The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangibles) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, an impairment adjustment is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.
Leases
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.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
Noncontrolling Interests
The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statement of operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Sales, value add, and other taxes, when collected concurrently with revenue producing activities, are excluded from revenue. Incremental costs of obtaining a contract are expensed when the amortization period of the asset is one year or less. To the extent the incremental costs of obtaining a contract relate to a period greater than one year, the Company amortizes such incremental costs in a manner that is consistent with the transfer to the customer of the goods or services to which the asset relates. If, at contract inception, we determine the time period between when we transfer a promised good or service to a customer and when the customer pays us for that good or service is one year or less, we do not adjust the promised amount of consideration for the effects of a significant financing component.
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.
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 those performance obligations that relate to a contract with an original expected duration of one year or less.
Formula 1
The following table disaggregates Formula 1’s revenue by source:
Years ended December 31,
2024
2023
2022
amounts in millions
Primary
$
2,757
2,560
2,107
Other
654
662
466
Total Formula 1 revenue
$
3,411
3,222
2,573
Upon entering into a new arrangement, Formula 1 occasionally incurs certain incremental costs of obtaining a contract. These incremental costs relate to commission amounts that will be paid over the life of the contract for which the recipient does not have any substantive future performance requirement to earn such commission. Accordingly, the commission costs are capitalized and amortized over the life of the contract.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
The following is a description of principal activities from which Formula 1 generates its revenue.
Primary revenue. Formula 1 holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship. Formula 1 derives its primary revenue from the commercial exploitation and development of the World Championship through a combination of race promotion, broadcasting and sponsorship arrangements. Primary revenue derived from the commercial exploitation of the World Championship is (i) recognized on an event by event basis for those performance obligations associated with a specific event based on the fees within the underlying contractual arrangement and (ii) recognized over time for those performance obligations associated with a period of time that is greater than a single specific event (for example, over the entire race season or calendar year) based on the fees within the underlying contractual arrangement.
Other revenue. Formula 1 earns other revenue from miscellaneous and ancillary sources, primarily related to facilitating the shipment of cars and equipment to and from the events outside of Europe, revenue from the sale of tickets to the Paddock Club at most events, support races at events, various television production activities and other ancillary operations. To the extent such revenue relates to services provided or rights associated with a specific event, the revenue is recognized upon occurrence of the related event and to the extent such revenue relates to services provided or rights over a longer period of time, the revenue is recognized over time.
QuintEvents
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
The following table disaggregates Braves Holdings’ revenue by source:
Years ended December 31,
2023
2022
amounts in millions
Baseball
$
318
535
Mixed-Use Development
32
53
Total Braves Holdings revenue
$
350
588
Braves Holdings is required to estimate the entire transaction price of its contractual arrangements and recognize revenue allocated to each of the performance obligations within the contractual arrangements as those performance obligations are satisfied. Such performance obligations are typically satisfied over time and result in differences between revenue recognized and cash received, dependent on how far into a contractual arrangement Braves Holdings is at any given reporting period.
The following is a description of principal activities from which Braves Holdings generates its revenue.
Baseball revenue. Revenue for Braves Holdings ticket sales, signage and suites are recognized on a per game basis during the baseball season based on a pro rata share of total revenue earned during the entire baseball season to the total number of home games during the season. Broadcasting rights are recognized on a per game basis during the baseball
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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. Major League Baseball (“MLB”) revenue is earned throughout the year based on an estimate of revenue generated by MLB on behalf of the 30 MLB clubs. Sources of MLB revenue primarily include the Major League Central Fund and distributions from various licensing agreements.
Mixed-Use Development revenue. Revenue from Braves Holdings’ minimum rents are recognized on a straight-line basis over the terms of their respective lease agreements. Some retail tenants are required to pay overage rents based on sales over a stated base amount during the lease term. Overage rents are only recognized when each tenant’s sales exceed the applicable sales threshold. Tenants reimburse Braves Holdings for a substantial portion of Braves Holdings operating expenses, including common area maintenance, real estate taxes and property insurance. Braves Holdings accrues reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. Braves Holdings recognizes differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Sponsorship revenue is recognized on a straight-line basis over each annual period. Parking revenue is recognized daily based on actual usage.
Cost of Formula 1 Revenue
Cost of Formula 1 revenue consists of team payments, costs of promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other Events, and costs incurred in the provision and sale of freight, travel and logistical services. Other costs of Formula 1 revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the new F1 Academy series, television production and post-production services, advertising production services and digital and social media activities. These costs are largely variable in nature and typically relate directly to revenue opportunities.
Advertising Costs
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
As more fully described in note 13, Liberty has granted to its directors, employees and employees of its subsidiaries restricted stock (“RSAs”), restricted stock units (“RSUs”) and options to purchase shares of Liberty common stock (collectively, “Awards”). The Company measures the cost of employee services received in exchange for an Award based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). 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.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date.
When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in interest expense in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations.
Earnings Attributable to Liberty Stockholders Per Common Share
Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders.
Series A, Series B and Series C Liberty Formula One Common Stock
The basic and diluted EPS calculations are based on the following WASO. Excluded from diluted EPS for the years ended December 31, 2024, 2023 and 2022 are 4 million, 4 million and 6 million potentially dilutive shares of Liberty Formula One common stock, respectively, because their inclusion would be antidilutive.
Years ended December 31,
2024
2023
2022
number of shares in millions
Basic WASO
240
234
233
Potentially dilutive shares (a)
3
6
11
Diluted WASO (b)
243
240
244
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Formula One Group are reported since the result would be antidilutive.
(b) As described in note 3, the Liberty SiriusXM Group’s intergroup interest in the Formula One Group was settled and extinguished on July 12, 2023. The intergroup interest was a quasi-equity interest which was not represented by outstanding shares of common stock; rather, the Liberty SiriusXM Group had an attributed value in the Formula One Group which 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
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
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.
Years ended December 31,
2024
2023
2022
amounts in millions
Basic earnings (loss) attributable to Liberty Formula One stockholders
$
( 30 )
185
558
Adjustments
—
( 37 )
( 34 )
Diluted earnings (loss) attributable to Liberty Formula One stockholders
$
( 30 )
148
524
Series A, Series B and Series C Liberty Live Common Stock
The basic and diluted EPS calculations are based on the following WASO. Excluded from diluted EPS for the 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.
Year ended
August 4, 2023 to
December 31, 2024
December 31, 2023
number of shares in millions
Basic WASO
92
92
Potentially dilutive shares (a)
—
—
Diluted WASO
92
92
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Liberty Live Group are reported since the result would be antidilutive.
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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
2023
2022
number of shares in millions
Basic WASO
327
327
328
Potentially dilutive shares (a)
13
16
17
Diluted WASO (b)
340
343
345
(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 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. 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.
January 1, 2024 to
Years ended December 31,
September 9, 2024
2023
2022
amounts in millions
Basic earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders
$
( 2,002 )
784
910
Adjustments
( 93 )
1
( 31 )
Diluted earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders
$
( 2,095 )
785
879
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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 Braves Common Stock
The basic and diluted EPS calculations are based on the following WASO. 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
Year ended
July 18, 2023
December 31, 2022
number of shares in millions
Basic WASO
53
53
Potentially dilutive shares (a)
1
—
Diluted WASO (b)
54
53
(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 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; rather, the Formula One Group and the Liberty SiriusXM Group had attributed values in the Braves Group which are generally stated in terms of a number of shares of stock issuable to the Formula One Group and the Liberty SiriusXM Group with respect to their interests in the Braves Group. Each reporting period, the notional shares representing the intergroup interests were marked to fair value. As the notional shares underlying the intergroup interests were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Braves common stock. However, Liberty assumed that the notional shares (if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series C Liberty Braves common stock in order to not dilute voting percentages and the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock since Series A Liberty Braves common stock was underlying the Convertible Notes. Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock were historically used for the quarterly mark-to-market adjustment for the intergroup interests held by Formula One Group and Liberty SiriusXM Group, respectively, through the unaudited attributed consolidated statements of operations. During the second quarter of 2023, Liberty determined that, in connection with the 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.
The notional shares representing the intergroup interests had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interests were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interests were dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interests to fair value during the period.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
January 1, 2023 to
Year ended
July 18, 2023
December 31, 2022
amounts in millions
Basic earnings (loss) attributable to Liberty Braves stockholders
$
( 111 )
( 35 )
Adjustments
—
—
Diluted earnings (loss) attributable to Liberty Braves stockholders
$
( 111 )
( 35 )
Reclasses and Adjustments
Certain prior period amounts have been reclassified for comparability with the current year presentation.
Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) fair value measurement of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates.
The Company holds investments that are accounted for using the equity method. The Company does not control the decision making process or business management practices of these affiliates. Accordingly, the Company relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, the Company relies on audit reports that are provided by the affiliates’ independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on the Company’s consolidated financial statements.
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 December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires more detailed income tax disclosures. ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the disclosure requirements related to ASU 2023-09.
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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
Years ended December 31,
2024
2023
2022
amounts in millions
Cash paid for acquisitions:
Fair value of assets acquired
$
59
—
—
Intangibles not subject to amortization
252
—
—
Intangibles subject to amortization
113
—
—
Net liabilities assumed
( 198 )
—
—
Deferred tax liabilities
( 21 )
—
—
Cash paid (received) for acquisitions, net of cash acquired
$
205
—
—
Cash paid for interest, net of amounts capitalized
$
218
231
169
Cash paid for income taxes, net
$
121
159
101
The following table reconciles cash and cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:
December 31,
2024
2023
2022
amounts in millions
Cash and cash equivalents
$
2,956
1,713
1,884
Cash and cash equivalents included in current assets of discontinued operations
—
306
362
Restricted cash included in other current assets
7
—
22
Restricted cash included in noncurrent assets of discontinued operations
—
9
8
Total cash, cash equivalents and restricted cash at end of period
$
2,963
2,028
2,276
(6) Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3.
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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:
December 31, 2024
December 31, 2023
Quoted prices
Significant other
Quoted prices
Significant other
in active markets
observable
in active markets
observable
for identical assets
inputs
for identical assets
inputs
Description
Total
(Level 1)
(Level 2)
Total
(Level 1)
(Level 2)
amounts in millions
Cash equivalents
$
2,466
2,466
—
1,053
1,053
—
Debt and equity securities
$
—
—
—
113
113
—
Financial instrument assets
$
167
84
83
88
64
24
Debt
$
2,144
—
2,144
1,797
—
1,797
Financial instrument liabilities
$
138
—
138
13
—
13
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. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs or a trading price of a similar asset or liability is utilized. The fair value of debt related instruments are based on quoted market prices but not considered to be traded on “active markets,” as defined by GAAP. Accordingly, those debt and equity securities, financial instruments and debt or debt related instruments are reported in the foregoing table as Level 2 fair value. Debt and equity securities included in the table above are included in the Other assets line item in the consolidated balance 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, 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
Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following (amounts in millions):
Years ended December 31,
2024
2023
2022
Debt measured at fair value (a)
$
( 339 )
( 224 )
396
Foreign currency forward contracts
( 138 )
—
—
Interest rate swaps
103
28
121
Debt and equity securities
( 5 )
27
( 7 )
Other
( 4 )
2
14
$
( 383 )
( 167 )
524
(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
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Notes to Consolidated Financial Statements (Continued)
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
Liberty has various investments accounted for using the equity method. The following table includes the Company’s carrying amount and percentage ownership and market value (Level 1) of the more significant investments in affiliates at December 31, 2024, and the carrying amount at December 31, 2023:
December 31, 2024
December 31, 2023
Percentage
Fair Value
Carrying
Carrying
ownership
(Level 1)
amount
amount
dollar amounts in millions
Formula One Group
Other
various
NA
$
33
41
Total Formula One Group
33
41
Liberty Live Group
Live Nation
30 %
$
9,019
430
307
Other
NA
28
26
Total Liberty Live Group
458
333
Consolidated Liberty
$
491
374
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
The following table presents the Company’s share of earnings (losses) of affiliates:
Years ended December 31,
2024
2023
2022
amounts in millions
Formula One Group
Other (a)
$
( 10 )
( 4 )
—
Total Formula One Group
( 10 )
( 4 )
—
Liberty Live Group
Live Nation (a)
236
21
NA
Other (a)
2
1
NA
Total Liberty Live Group
238
22
NA
Liberty SiriusXM Group
Live Nation (a)
NA
127
72
Total Liberty SiriusXM Group
NA
127
72
Braves Group
Other
NA
12
32
Total Braves Group
NA
12
32
Consolidated Liberty
$
228
157
104
(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.
Live Nation
Live Nation is considered the world’s leading live entertainment company and seeks to innovate and enhance the live entertainment experience for artists and fans before, during and after the show.
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.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
Summarized financial information for Live Nation is as follows:
Consolidated Balance Sheets
December 31,
2024
2023
amounts in millions
Current assets
$
9,290
9,533
Property, plant and equipment, net
2,442
2,101
Intangible assets
1,366
1,539
Goodwill
2,621
2,691
Other assets
3,920
3,166
Total assets
$
19,639
19,030
Current liabilities
$
9,358
9,984
Long-term debt, net
6,177
5,459
Other liabilities
2,159
2,175
Redeemable noncontrolling interests
1,126
860
Equity
819
552
Total liabilities and equity
$
19,639
19,030
Consolidated Statements of Operations
Years ended December 31,
2024
2023
2022
amounts in millions
Revenue
$
23,156
22,726
16,681
Operating expenses:
Direct operating expenses
17,328
17,251
12,348
Selling, general and administrative expenses
4,096
3,557
2,956
Depreciation and amortization
550
517
450
Other operating expenses
357
316
205
22,331
21,641
15,959
Operating income (loss)
825
1,085
722
Interest expense
( 326 )
( 350 )
( 278 )
Other income (expense), net
240
178
46
Earnings (loss) before income taxes
739
913
490
Income tax (expense) benefit
392
( 209 )
( 116 )
Net earnings (loss)
1,131
704
374
Less net earnings (loss) attributable to noncontrolling interests
235
147
108
Net earnings (loss) attributable to Live Nation stockholders
$
896
557
266
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
(8) Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill are as follows:
Formula 1
Other
Total
amounts in millions
Balance at January 1, 2023
$
3,956
176
4,132
Atlanta Braves Holdings Split-Off
—
( 176 )
( 176 )
Balance at December 31, 2023
3,956
—
3,956
Acquisition of QuintEvents
—
252
252
Impairments
—
( 73 )
( 73 )
Other
—
( 1 )
( 1 )
Balance at December 31, 2024
$
3,956
178
4,134
Intangible Assets Subject to Amortization
Intangible assets subject to amortization are comprised of the following:
December 31, 2024
December 31, 2023
Gross
Net
Gross
Net
carrying
Accumulated
carrying
carrying
Accumulated
carrying
amount
amortization
amount
amount
amortization
amount
amounts in millions
FIA Agreement
$
3,630
( 1,473 )
2,157
3,630
( 1,304 )
2,326
Customer relationships
1,854
( 1,441 )
413
1,854
( 1,349 )
505
Other
381
( 262 )
119
255
( 228 )
27
Total
$
5,865
( 3,176 )
2,689
5,739
( 2,881 )
2,858
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):
2025
$
249
2026
$
237
2027
$
221
2028
$
203
2029
$
186
Impairments
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
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Notes to Consolidated Financial Statements (Continued)
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.”
(9) Debt
Debt is summarized as follows:
Outstanding
Carrying value
Principal
December 31,
December 31,
December 31, 2024
2024
2023
amounts in millions
Formula One Group
Corporate level notes and loans:
2.25 % Convertible Senior Notes due 2027 (1)
$
475
588
480
Other
53
53
58
Subsidiary notes and loans:
Formula 1 Senior Loan Facilities
2,380
2,357
2,377
Deferred financing costs
( 6 )
( 9 )
Total Formula One Group
2,908
2,992
2,906
Liberty Live Group
Corporate level notes and loans:
0.5 % Exchangeable Senior Debentures due 2050 (1)
—
—
69
2.375 % Exchangeable Senior Debentures due 2053 (1)
1,150
1,556
1,248
Live Nation Margin Loan
—
—
—
Total Liberty Live Group
1,150
1,556
1,317
Total debt
$
4,058
4,548
4,223
Debt classified as current
( 26 )
( 106 )
Total long-term debt
$
4,522
4,117
(1) Measured at fair value
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, 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. 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
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”). The number
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
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. 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.
2.375 % Exchangeable Senior Debentures due 2053
In September 2023, Liberty closed a private offering of approximately $ 1.15 billion aggregate principal amount of its 2.375 % exchangeable senior debentures due 2053 (the “ 2.375 % Exchangeable Senior Debentures due 2053”). Upon an exchange of debentures, Liberty, at its option, may deliver Live Nation common stock, cash or a combination of Live Nation common stock and/or cash. The number of shares of Live Nation common stock attributable to a debenture represents an initial exchange price of approximately $ 104.91 per share. A total of approximately 11 million shares of Live Nation common stock are attributable to the debentures. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The debentures may be redeemed by Liberty, in whole or in part, on or after September 30, 2028. Holders of the debentures also have the right to require Liberty to purchase their debentures on September 30, 2028. The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The debentures are attributed to the Liberty Live Group. Liberty elected to account for the debentures using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
Live Nation Margin Loan
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. As of December 31, 2024, availability under the Live Nation Margin Loan was $ 400 million. As of December 31, 2024, 9.0 million shares of the Company’s Live Nation common stock with a value of $ 1,162 million were pledged as collateral to the loan. The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants. On August 3, 2023, in connection with the Reclassification, as described in note 3, the Live Nation Margin Loan was reattributed from the Liberty SiriusXM Group to the Liberty Live Group.
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
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
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. The margin for the Term Loan B, originally set at 3.25 %, stepped down to 3.00 % effective May 5, 2023, after a certain leverage test was met as of March 31, 2023. Formula 1 repriced the Term Loan B on October 4, 2023, reducing the margin to 2.25 %. 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 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 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
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):
2025
$
32
2026
$
40
2027
$
540
2028
$
62
2029
$
518
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
(10) Income Taxes
Income tax benefit (expense) consists of:
Years ended December 31,
2024
2023
2022
amounts in millions
Current:
Federal
$
42
32
78
State and local
6
1
( 2 )
Foreign
( 58 )
( 41 )
( 24 )
( 10 )
( 8 )
52
Deferred:
Federal
( 1 )
( 12 )
( 171 )
State and local
1
( 1 )
( 9 )
Foreign
( 29 )
22
330
( 29 )
9
150
Income tax benefit (expense)
$
( 39 )
1
202
The following table presents a summary of our domestic and foreign earnings (loss) from continuing operations before income taxes:
Years ended December 31,
2024
2023
2022
amounts in millions
Domestic
$
( 468 )
( 299 )
479
Foreign
444
274
228
Total
$
( 24 )
( 25 )
707
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
Expected income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 21 % for the years ended December 31, 2024, 2023 and 2022 as a result of the following:
Years ended December 31,
2024
2023
2022
amounts in millions
Computed expected tax benefit (expense)
$
5
5
( 148 )
State and local income taxes, net of federal income taxes
6
1
( 9 )
Foreign income taxes, net of foreign tax credit
15
3
22
Change in valuation allowance affecting tax expense
( 2 )
( 5 )
338
Stock-based compensation
16
6
11
Non-deductible executive compensation
( 11 )
( 3 )
( 6 )
Non-taxable gain / (non-deductible loss)
( 49 )
( 3 )
3
Foreign currency adjustments
—
25
—
Non-deductible interest
( 7 )
( 6 )
( 4 )
Capitalized transaction costs
( 7 )
( 3 )
( 2 )
Intergroup interest
—
( 14 )
4
Other, net
( 5 )
( 5 )
( 7 )
Income tax benefit (expense)
$
( 39 )
1
202
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.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
December 31,
2024
2023
amounts in millions
Deferred tax assets:
Tax loss and credit carryforwards
$
628
687
Other accrued liabilities
14
15
Investments
103
123
Intangible assets
12
2
Accrued stock compensation
7
10
Discount on debt
86
22
Deferred tax assets
850
859
Valuation allowance
( 10 )
( 8 )
Net deferred tax assets
840
851
Deferred tax liabilities:
Fixed assets
80
79
Deferred tax liabilities
80
79
Net deferred tax assets (liabilities)
$
760
772
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 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.
(11) 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
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
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.
Common Stock
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
During the year ended December 31, 2022, the Company repurchased 3.5 million shares of Series A Liberty SiriusXM common stock for aggregate cash consideration of $ 161 million, 4.5 million shares of Series C Liberty SiriusXM common stock for aggregate cash consideration of $ 197 million and 0.7 million shares of Series A Liberty Formula One common stock for aggregate cash consideration of $ 37 million under the authorized repurchase program. All of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance. There were no repurchases of Series A Liberty Braves common stock and no repurchases of Series C Liberty Braves common stock or Liberty Formula One common stock during the year ended December 31, 2022.
There were no repurchases of the Company’s common stock during the years ended December 31, 2024 and 2023.
Liberty Media Acquisition Corporation
In November 2020, the Company, through its wholly owned subsidiary, Liberty Media Acquisition Sponsor, LLC (the “Sponsor”), formed Liberty Media Acquisition Corporation (“LMAC”) and ultimately purchased approximately 14.4 million shares of LMAC Series F common stock (“Founder Shares”). On January 26, 2021, LMAC consummated its initial public offering (“IPO”) of 57.5 million units (the “Units”), including 7.5 million Units sold pursuant to the full exercise of the underwriters’ overallotment option. Each Unit consisted of one share of Series A common stock of LMAC and one -fifth of one redeemable warrant of LMAC. The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to LMAC of $ 575 million, which were placed in a U.S.-based trust account. Substantially concurrent with the IPO, LMAC completed the private placement of 10 million warrants to the Sponsor, generating gross proceeds of $ 15 million (“Private Placement Warrants”).
The Company, through the Sponsor’s ownership of the Founder Shares, owned 20 % of LMAC’s issued and outstanding common stock. The Founder Shares had certain governance rights which allow the Company to control LMAC’s affairs, policies and operations through the initial business combination and therefore the Company consolidated LMAC post-IPO.
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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. This conditional redemption feature required the Company to account for those shares that were subject to potential redemption as redeemable noncontrolling interests which required temporary equity classification (outside of permanent equity).
LMAC employed a broad set of search criteria for potential target business combinations, however, LMAC’s management observed what it believes were high valuations in 2021, a declining IPO market in 2022, and significant public and private market volatility, which prevented LMAC from securing an opportunity that it believed would offer a compelling return on investment for its stockholders. In light of these circumstances, LMAC determined that it was not feasible to complete an initial business combination in advance of the contractual termination date of January 26, 2023. As a result, on November 14, 2022, stockholders of LMAC approved an amendment to LMAC’s certificate of incorporation which allowed LMAC to unwind and redeem all of its outstanding public shares prior to December 30, 2022. The redemption was completed during December 2022 and LMAC was subsequently dissolved.
The Company’s interest in LMAC was attributed to the Formula One Group. Transactions and ownership interests with the Sponsor eliminated upon consolidation.
(12) Related Party Transactions with Officers and Directors
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 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.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
Exchange Agreement with Chairman
On July 28, 2021, the Company entered into an exchange agreement, among the Company, John C. Malone (the Chairman of the Board of the Company), and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”) (the “Exchange Agreement”), whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in the Company would not exceed 49 % (the “Target Voting Power”) plus 0.5 % (under certain circumstances).
The Exchange Agreement provides for exchanges by the Company and Mr. Malone or the JM Trust of shares of Series B Liberty 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 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 either Group or a decrease of 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. Malone or the JM Trust, if Mr. Malone’s aggregate voting power in the Company is less than the Target Voting Power and would continue to be less than the Target Voting Power upon completion of such exchange (a “Voting Power Exchange”). Additionally, the Exchange Agreement contains certain provisions with respect to fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B common stock of one or more Groups are entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof.
In connection with an Accretive Event with respect to a Group, Mr. Malone or the JM Trust will be required to exchange with the Company shares of Series B common stock of such Group (“Exchanged Group Series B Shares”) for an equal number of shares of Series C common stock of the same Group so as to maintain Mr. Malone’s voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement. In connection with a Dilutive Event with respect to a Group, Mr. Malone and the JM Trust may exchange with the Company shares of Series C common stock of a Group for an equal number of shares of Series B common stock of the same Group equal to the lesser of (i) the number of shares of Series B common stock of the same Group which would maintain Mr. Malone’s voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power and (ii) the number of Exchanged Group Series B Shares at such time, on the terms and subject to the conditions of the Exchange Agreement. In a Voting Power Exchange, the Company will be required to exchange with Mr. Malone and the JM Trust shares of Series B common stock of 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. Malone’s aggregate voting power in the Company exceeding the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement.
As of December 31, 2024, there have been no exchanges of the Company’s shares pursuant to the Exchange Agreement.
Chairman’s Employment Agreement
On December 12, 2008, the Committee determined to modify its employment arrangements with Mr. Malone, to permit Mr. Malone to begin receiving payments in 2009 while he remains employed by the Company (instead of following
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
his termination) in satisfaction of Liberty’s obligations to him under two deferred compensation plans and a salary continuation plan. Under one of the deferred compensation plans (the “ 8 % Plan”), compensation has been deferred by Mr. Malone since January 1, 1993 and accrues interest at the rate of 8 % per annum compounded annually from the applicable date of deferral. Under the second plan (the “ 13 % Plan”), compensation was deferred by Mr. Malone from 1982 until December 31, 1992 and accrues interest at the rate of 13 % per annum compounded annually from the applicable date of deferral. The amounts owed to Mr. Malone under the 8 % Plan and 13 % Plan aggregated approximately $ 2.4 million and $ 20 million, respectively, at December 31, 2008. The amount owed to Mr. Malone under his salary continuation plan aggregated approximately $ 39 million at December 31, 2008. Mr. Malone will receive 240 equal monthly installments as follows, which began on February 1, 2009: (1) approximately $ 20,000 under the 8 % Plan; (2) approximately $ 237,000 under the 13 % Plan; and (3) approximately $ 164,000 under the salary continuation plan. Interest ceased to accrue under his salary continuation plan once the payment began.
(13) Stock-Based Compensation
Liberty—Incentive Plans
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). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.
Pursuant to the Liberty Media Corporation 2022 Omnibus Incentive Plan (the “2022 Plan”), the Company may grant Awards in respect of approximately 16.8 million shares of Series A, Series B and Series C Liberty Media Corporation common stock plus the shares remaining available for Awards under the prior Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”), as of close of business on May 24, 2022, the effective date of the 2022 Plan. Any forfeited shares from the 2017 Plan shall also be available again under the 2022 Plan. Awards generally vest over 1 - 5 years and have a term of 7 - 10 years . Liberty issues new shares upon exercise of equity awards.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
Liberty—Grants of Awards
Options granted in 2024, 2023 and 2022 are summarized as follows:
Years ended December 31,
2024
2023
2022
Options
Weighted
Options
Weighted
Options
Weighted
granted
average
granted
average
granted
average
(000's)
GDFV
(000's)
GDFV
(000's)
GDFV
Series C Liberty Formula One common stock, Liberty employees and directors (1)
20
$
35.63
246
$
25.78
34
$
23.94
Series C Liberty Formula One common stock, former CEO (2)
—
$
—
—
$
—
181
$
21.31
Series C Liberty Formula One common stock, subsidiary employees (3)
83
$
29.77
71
$
30.70
86
$
21.31
Series C Liberty Live common stock, Liberty employees and directors (1)
6
$
25.59
74
$
13.71
NA
NA
Series C Liberty Live common stock, former CEO (4)
70
$
16.07
—
$
—
NA
NA
Series C Liberty Braves common stock, Liberty employees and directors (1)
NA
NA
3
$
14.24
10
$
12.40
Series C Liberty Braves common stock, former CEO (2)
NA
NA
—
$
—
95
$
9.16
(1) Mainly vests between one and three years for employees and in one year for directors.
(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 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. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is re-measured at each reporting period.
The Company did not grant any options to purchase shares of Series A or Series B Liberty 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 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.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
The following table presents the ranges of volatilities used by the Company in the Black-Scholes Model for its stock option grants.
Volatility
2024 grants
34.6
%
-
37.3
%
2023 grants
33.3
%
-
37.3
%
2022 grants
33.3
%
-
37.4
%
Liberty—Outstanding Awards
The following tables present the number and weighted average exercise price (“WAEP”) of options to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.
Liberty Formula One
Series C
Weighted
Aggregate
average
intrinsic
Liberty
remaining
value
Options (000's)
WAEP
life
(in millions)
Outstanding at January 1, 2024
6,599
$
37.62
Granted
103
$
75.83
Exercised
( 2,564 )
$
36.07
Forfeited/Cancelled
—
$
—
Outstanding at December 31, 2024
4,138
$
39.53
2.5
years
$
220
Exercisable at December 31, 2024
3,939
$
38.18
2.3
years
$
215
Liberty Live
Series C
Weighted
Aggregate
average
intrinsic
Liberty
remaining
value
Options (000's)
WAEP
life
(in millions)
Outstanding at January 1, 2024
1,652
$
42.36
Granted
76
$
41.87
Exercised
( 488 )
$
41.45
Forfeited/Cancelled
( 10 )
$
42.29
Outstanding at December 31, 2024
1,230
$
42.68
3.1
years
$
31
Exercisable at December 31, 2024
1,169
$
42.98
2.9
years
$
29
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.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
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, 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
The aggregate intrinsic value of all options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 113 million, $ 41 million and $ 73 million, respectively.
Liberty—Restricted Stock and Restricted Stock Units
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.
(14) Employee Benefit Plans
Liberty is the sponsor of the Liberty Media 401(k) Savings Plan (the “Liberty 401(k) Plan”), which provides its employees and the employees of certain of its subsidiaries an opportunity for ownership in the Company and creates a retirement fund. The Liberty 401(k) Plan provides for employees to make contributions to a trust for investment in Liberty common stock, as well as several mutual funds. The Company and its subsidiaries make matching contributions to the Liberty 401(k) Plan based on a percentage of the amount contributed by employees. In addition, certain of the Company’s subsidiaries have similar employee benefit plans. Employer cash contributions to all plans aggregated $ 11 million, $ 10 million and $ 13 million for each of the years ended December 31, 2024, 2023 and 2022, respectively.
(15) Other Comprehensive Earnings (Loss)
Accumulated other comprehensive earnings (loss) included in Liberty’s consolidated balance sheets and consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, unrealized holding gains and losses on debt and equity securities and Liberty’s share of accumulated other comprehensive earnings of affiliates.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
The change in the components of accumulated other comprehensive earnings (loss), net of taxes (“AOCI”), is summarized as follows:
Foreign
currency
translation
adjustment
Other
AOCI
amounts in millions
Balance at January 1, 2022
$
( 11 )
6
( 5 )
Other comprehensive earnings (loss) attributable to Liberty stockholders
( 65 )
31
( 34 )
Balance at December 31, 2022
( 76 )
37
( 39 )
Other comprehensive earnings (loss) attributable to Liberty stockholders
19
32
51
Balance at December 31, 2023
( 57 )
69
12
Other comprehensive earnings (loss) attributable to Liberty stockholders
( 16 )
( 180 )
( 196 )
Split-Off of Liberty Sirius XM Holdings
31
—
31
Balance at December 31, 2024
$
( 42 )
( 111 )
( 153 )
The components of other comprehensive earnings (loss) are reflected in Liberty’s consolidated statements of comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component of other comprehensive earnings (loss).
Tax
Before-tax
(expense)
Net-of-tax
amount
benefit
amount
amounts in millions
Year ended December 31, 2024:
Credit risk on fair value debt instruments gains (losses)
$
( 84 )
18
( 66 )
Foreign currency translation adjustments
( 118 )
25
( 93 )
Recognition of previously unrealized (gains) losses on debt
1
—
1
Other comprehensive earnings (loss) from continuing operations
$
( 201 )
43
( 158 )
Year ended December 31, 2023:
Credit risk on fair value debt instruments gains (losses)
$
24
( 5 )
19
Foreign currency translation adjustments
47
( 10 )
37
Recognition of previously unrealized (gains) losses on debt
27
( 6 )
21
Other comprehensive earnings (loss) from continuing operations
$
98
( 21 )
77
Year ended December 31, 2022:
Unrealized holding gains (losses) arising during period
$
23
( 5 )
18
Credit risk on fair value debt instruments gains (losses)
( 8 )
2
( 6 )
Foreign currency translation adjustments
( 34 )
7
( 27 )
Recognition of previously unrealized (gains) losses on debt
( 24 )
5
( 19 )
Other comprehensive earnings (loss) from continuing operations
$
( 43 )
9
( 34 )
(16) Commitments and Contingencies
Guarantees
In connection with agreements for the sale of assets by the Company or its subsidiaries, the Company may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
The Company generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification obligations may extend for a number of years. The Company is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees.
Litigation
The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. We record a liability when we believe that it is both probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of the liability accrual and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if 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.
(17) Information About Liberty’s Operating Segments
The Company, through its ownership interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries. The Company identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets and (B) those equity method affiliates whose share of earnings (losses) represent 10% or more of the Company’s annual pre-tax earnings (loss).
Liberty’s chief operating decision maker, 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. The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
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 are the same as those described in the Company’s summary of significant policies.
Performance Measures
Year ended December 31, 2024
Corporate and
Formula One
Other
Eliminations
Total
amounts in millions
Revenue
$
3,411
373
( 131 )
3,653
Operating expenses
Team payments
( 1,266 )
—
—
( 1,266 )
Other cost of revenue
( 1,066 )
( 194 )
38
( 1,222 )
Other operating expenses
—
( 105 )
92
( 13 )
Total operating expenses
( 2,332 )
( 299 )
130
( 2,501 )
Selling, general and administrative, excluding stock-based compensation
( 288 )
( 98 )
1
( 385 )
Adjusted OIBDA
$
791
( 24 )
—
767
Year ended December 31, 2023
Corporate and
Formula One
Other
Eliminations
Total
amounts in millions
Revenue
$
3,222
366
( 16 )
3,572
Operating expenses
Team payments
( 1,215 )
—
—
( 1,215 )
Other cost of revenue
( 1,041 )
—
16
( 1,025 )
Other operating expenses
—
( 274 )
—
( 274 )
Total operating expenses
( 2,256 )
( 274 )
16
( 2,514 )
Selling, general and administrative, excluding stock-based compensation
( 241 )
( 126 )
—
( 367 )
Adjusted OIBDA
$
725
( 34 )
—
691
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
Year ended December 31, 2022
Corporate and
Formula One
Other
Total
amounts in millions
Revenue
$
2,573
588
3,161
Operating expenses
Team payments
( 1,157 )
—
( 1,157 )
Other cost of revenue
( 593 )
—
( 593 )
Other operating expenses
—
( 434 )
( 434 )
Total operating expenses
( 1,750 )
( 434 )
( 2,184 )
Selling, general and administrative, excluding stock-based compensation
( 230 )
( 135 )
( 365 )
Adjusted OIBDA
$
593
19
612
Other Information
December 31, 2024
December 31, 2023
Total
Investments
Total
Investments
assets
in affiliates
assets
in affiliates
amounts in millions
Formula One Group
Formula 1
9,159
4
9,057
2
Corporate and other
2,727
29
1,236
39
Intergroup elimination
( 127 )
—
( 26 )
—
Total Formula One Group
11,759
33
10,267
41
Liberty Live Group
Corporate and other
1,223
458
1,162
333
Total Liberty Live Group
1,223
458
1,162
333
Elimination
( 34 )
—
( 3 )
—
Assets of discontinued operations
—
—
29,901
—
Consolidated Liberty
$
12,948
491
41,327
374
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Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
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,
2024
2023
2022
amounts in millions
Adjusted OIBDA
$
767
691
612
Stock-based compensation
( 34 )
( 29 )
( 28 )
Depreciation and amortization
( 352 )
( 406 )
( 433 )
Impairment and acquisition costs
( 105 )
( 1 )
( 6 )
Operating income (loss)
276
255
145
Interest expense
( 237 )
( 248 )
( 186 )
Share of earnings (losses) of affiliates, net
228
157
104
Realized and unrealized gains (losses) on financial instruments, net
( 383 )
( 167 )
524
Unrealized gains (losses) on intergroup interests
—
( 68 )
19
Other, net
92
46
101
Earnings (loss) from continuing operations before income taxes
$
( 24 )
( 25 )
707
Revenue by Geographic Area
Revenue by geographic area based on the country of domicile is as follows:
Years ended December 31,
2024
2023
2022
amounts in millions
United States
$
335
350
588
United Kingdom
3,318
3,222
2,573
$
3,653
3,572
3,161
Long-lived Assets by Geographic Area
December 31,
2024
2023
amounts in millions
United States
$
730
757
United Kingdom
80
81
$
810
838
II-72
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
(18) Quarterly Financial Information (unaudited)
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
amounts in millions, except per share amounts
2024
Revenue
$
587
988
911
1,167
Operating income (loss)
$
93
57
107
19
Net earnings (loss) from continuing operations
$
4
158
132
( 357 )
Net earnings (loss)
$
245
507
( 2,870 )
( 357 )
Net earnings (loss) from continuing operations attributable to Liberty stockholders:
Liberty Formula One common stock
$
77
24
117
( 248 )
Liberty Live common stock
$
( 73 )
134
15
( 107 )
Net earnings (loss) from discontinued operations attributable to Liberty stockholders:
Liberty SiriusXM common stock
$
199
299
( 2,500 )
—
Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:
Liberty Formula One common stock
$
0.33
0.10
0.48
( 1.00 )
Liberty Live common stock
$
( 0.79 )
1.46
0.16
( 1.16 )
Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:
Liberty SiriusXM common stock
$
0.61
0.91
( 7.65 )
NA
Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:
Liberty Formula One common stock
$
0.32
0.10
0.48
( 0.99 )
Liberty Live common stock
$
( 0.79 )
1.46
0.16
( 1.16 )
Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:
Liberty SiriusXM common stock
$
0.52
0.60
( 7.65 )
NA
II-73
Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2024, 2023 and 2022
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
amounts in millions, except per share amounts
2023:
Revenue
$
412
994
936
1,230
Operating income (loss)
$
( 33 )
71
101
116
Net earnings (loss) from continuing operations
$
( 174 )
63
152
( 65 )
Net earnings (loss)
$
52
303
443
164
Net earnings (loss) from continuing operations attributable to Liberty stockholders:
Liberty Formula One common stock
$
( 109 )
116
118
60
Liberty Live common stock
$
NA
NA
( 19 )
( 123 )
Liberty SiriusXM common stock
$
( 6 )
( 23 )
74
—
Liberty Braves common stock
$
( 59 )
( 29 )
( 21 )
( 2 )
Net earnings (loss) from discontinued operations attributable to Liberty stockholders:
Liberty SiriusXM common stock
$
189
189
233
173
Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:
Liberty Formula One common stock
$
( 0.47 )
0.50
0.50
0.26
Liberty Live common stock
$
NA
NA
( 0.21 )
( 1.34 )
Liberty SiriusXM common stock
$
( 0.02 )
( 0.07 )
0.23
—
Liberty Braves common stock
$
( 1.11 )
( 0.55 )
( 0.40 )
NA
Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:
Liberty SiriusXM common stock
$
0.58
0.58
0.71
0.53
Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:
Liberty Formula One common stock
$
( 0.58 )
0.41
0.39
0.25
Liberty Live common stock
NA
NA
( 0.21 )
( 1.34 )
Liberty SiriusXM common stock
$
( 0.02 )
( 0.07 )
0.21
—
Liberty Braves common stock
$
( 1.22 )
( 0.55 )
( 0.40 )
NA
Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:
Liberty SiriusXM common stock
$
0.40
0.56
0.68
0.53
II-74
Table of Contents
PART III.
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:
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
We expect to file our definitive proxy statement for our 2025 Annual Meeting of Stockholders with the Securities and Exchange Commission on or before April 30, 2025.
III-1
Table of Contents
PART IV.
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements
Included in Part II of this Report:
Page No.
Liberty Media Corporation:
Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Denver, CO , Auditor Firm ID: 185 )
II-20
Consolidated Balance Sheets, December 31, 2024 and 2023
II-24
Consolidated Statements of Operations, Years ended December 31, 2024, 2023 and 2022
II-26
Consolidated Statements of Comprehensive Earnings (Loss), Years ended December 31, 2024, 2023 and 2022
II-28
Consolidated Statements of Cash Flows, Years Ended December 31, 2024, 2023 and 2022
II-29
Consolidated Statements of Equity, Years ended December 31, 2024, 2023 and 2022
II-30
Notes to Consolidated Financial Statements, December 31, 2024, 2023 and 2022
II-31
(a)(2) Financial Statement Schedules
(i) All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto.
(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):
2.1
Reorganization Agreement by and among the Registrant, Liberty Sirius XM Holdings Inc. and Sirius XM Holdings Inc., dated as of December 11, 2023 (incorporated by reference to Exhibit 10.1 to the December 2023 8-K).
2.2
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. 001-35707)).
2.3
Reorganization Agreement, dated as of June 28, 2023, by and between the Registrant and Atlanta Braves Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed by the Registrant on July 18, 2023 (File No. 001-35707) (the “July 2023 8-K”)).
2.4
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:
3.1
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to t he Current Report on Form 8-K filed by the Registrant on A ugust 3, 2023 (File No. 001-35707) (the “A ugust 2023 8-K”)).
IV-1
Table of Contents
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on August 1 5 , 202 4 (File No. 001-35707)).
4—Instruments Defining the Rights of Securities Holders, including Indentures:
4.1
Specimen certificate for shares of the Registrant’s Series A Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.7 to the 2023 Form S-4 .
4.2
Specimen certificate for shares of the Registrant’s Series B Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.8 to the 2023 Form S-4).
4.3
Specimen certificate for shares of the Registrant’s Series C Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.9 to the 2023 Form S-4).
4.4
Specimen certificate for shares of the Registrant’s Series A Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.4 to the 2023 Form S-4).
4.5
Specimen certificate for shares of the Registrant’s Series B Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.5 to the 2023 Form S-4).
4.6
Specimen certificate for shares of the Registrant’s Series C Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.6 to the 2023 Form S-4).
4.7
Indenture dated as of October 17, 2013 among the Registrant, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 5, 2013 (File No. 001-35707)).
4.8
Supplemental Indenture, dated as of April 15, 2016, among the Registrant , as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Form 8-K filed on April 20, 2016 (File No. 001-35707)).
4.9
Second Supplemental Indenture, dated as of August 3, 2023, among the Registrant, as issuer, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the August 2023 8-K).
4.10
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*
4.11
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
10—Material Contracts:
10.1+
Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015) (the “2013 Plan”) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015 (File No. 001-35707)).
10.2+
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 28, 2014 (File No. 001-35707) (the “2013 10-K”)).
10.3+
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the 2013 10-K).
10.4+
Form of Non-Qualified Stock Option Agreement under the 2013 Plan granted to certain designated award recipients during 2016 and 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 1, 2018 (File No. 001-35707) (the “2017 10-K”)).
10.5+
Form of Non-Qualified Stock Option Agreement under the 2011 Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 10.4 to Starz’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012 (File No. 001-35294)).
10.6+
Liberty Media Corporation 2006 Deferred Compensation Plan (Amended and Restated as of January 1, 2016) (incorporated by reference to Exhibit 10.9 to the 2015 10-K).
10.7+
Amendment to the Liberty Media Corporation 2006 Deferred Compensation Plan (Amended and Restated as of January 1, 2016) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 9, 2017 (File No. 001-35707)).
10.8+
Services Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and t he Registrant (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.5 to the Starz S-4).
IV-2
Table of Contents
10.9+
Restated and Amended Employment Agreement dated November 1, 1992, between Tele-Communications, Inc. and John C. Malone (assumed by Liberty Media LLC as of March 9, 1999), and the amendment thereto dated June 30, 1999 and effective as of March 9, 1999, between Liberty Media LLC and John C. Malone (collectively, the “Malone Employment Agreement” (assumed, as amended, by the Registrant as of January 10, 2013)) (incorporated by reference to Exhibit 10.11 to 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”)).
10.10+
Second Amendment to Malone Employment Agreement effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to the Liberty Interactive 2009 10-K).
10.11+
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”)).
10.12+
Fourth Amendment to Malone Employment Agreement effective January 1, 2009 (incorporated by reference to Exhibit 10.14 to the Liberty Interactive 2008 10-K).
10.13+
Liberty Media Corporation Nonemployee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015 (File No. 001-35707)).
10.14+
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.55 to the 2015 10-K).
10.15+
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.56 to the 2015 10-K).
10.16+
Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”) (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 20, 2017 (File No. 001-35707)).
10.17+
Form of 2017 Term Option Agreement under the 2013 Incentive Plan (BATRK and FWONK) for Gregory B. Maffei (incorporated by reference to Exhibit 10.3 to the 2017 Third Quarter 10-Q).
10.18+
Form of 2017 Term Option Agreement under the 2013 Incentive Plan (LSXMK) for Gregory B. Maffei (incorporated by reference to Exhibit 10.4 to the 2017 Third Quarter 10-Q).
10.19
Letter Agreement between Liberty Interactive Corporation and t he Registrant relating to the Services Agreement dated September 23, 2011 (incorporated by reference to Exhibit 10.60 to the 2017 10-K).
10.20+
Amendment, dated March 12, 2018, of certain o f the Registrant’s incentive plans (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 9, 2018 (File No. 001-35707)).
10.21
Form of Amended and Restated Indemnification Agreement between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on May 9, 2019 (File No. 001-35707)).
10.22+
Executive Employment Agreement, dated effective as of December 13, 2019, between t he Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 19, 2019 (File No. 001-35707) (the “2019 8-K”)).
10.23+
Form of Annual Option Award Agreement between t he Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.2 to the 2019 8-K).
10.24+
Form of Annual Performance-based Restricted Stock Unit Award Agreement between t he Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.3 to the 2019 8-K).
10.25+
Form of Upfront Award Agreement between t he Registrant and Gregory B. Maffei under the Liberty Media Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the 2019 8-K).
10.26+
Form of First Amendment to Services Agreement, effective as of December 13, 2019, between t he Registrant and Qurate Retail, Inc., Liberty Broadband Corporation, GCI Liberty, Inc. and Liberty TripAdvisor Holdings, Inc. (incorporated by reference to Exhibit 10.63 to the 2019 10-K).
10.27+
Form of Nonqualified Stock Option Agreement under the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time, for certain officers (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021 (File No. 001-35707)(the “2020 10-K”) .
10.28+
Form of Nonqualified Stock Option Agreement under the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time, for Nonemployee Directors (incorporated by reference to Exhibit 10.59 to the 2020 10-K) .
10.29
Exchange Agreement, dated as of July 28, 2021, by and among John C. Malone, the John C. Malone 1995 Revocable Trust U/A DTD 3/6/1995 and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2021 (File No. 001-35707)).
IV-3
Table of Contents
10.30+
Liberty Media Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed on April 26, 2022 (File No. 001-35707)) .
10.31
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).
10.32+
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. 001-35707)).
10.33
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”)).
10.34
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).
10.35
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).
10.36+
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. 001-35707)).
19.1
Liberty Media Corporation Insider Trading Policy.*
21
Subsidiaries of Liberty Media Corporation.*
23.1
Consent of KPMG LLP.*
23.2
Consent of Ernst & Young LLP.*
31.1
Rule 13a-14(a)/15d-14(a) Certification.*
31.2
Rule 13a-14(a)/15d-14(a) Certification.*
32
Section 1350 Certification. **
97
Liberty Media Corporation Clawback Policy for the Recovery of Erroneously Awarded Compensation (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. 001-35707)).
99.1
Unaudited Attributed Financial Information for Tracking Stock Groups.*
99.2
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).
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Definition Document.*
104
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).*
*
Filed herewith.
**
Furnished herewith.
+
This document has been identified as a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not applicable.
IV-4
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIBERTY MEDIA CORPORATION
Date: February 27, 2025
By:
/s/ DEREK CHANG
Derek Chang
President and Chief Executive Officer
Date: February 27, 2025
By:
/s/ BRIAN J. WENDLING
Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ John C. Malone
Chairman of the Board and Director
February 27, 2025
John C. Malone
/s/ Derek Chang
Director, President and Chief Executive Officer
February 27, 2025
Derek Chang
/s/ Brian J. Wendling
Chief Accounting Officer and Principal Financial
February 27, 2025
Brian J. Wendling
Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Robert R. Bennett
Vice Chairman of the Board and Director
February 27, 2025
Robert R. Bennett
/s/ Chase Carey
Director
February 27, 2025
Chase Carey
/s/ Brian Deevy
Director
February 27, 2025
Brian Deevy
/s/ M. Ian G. Gilchrist
Director
February 27, 2025
M. Ian G. Gilchrist
/s/ Evan D. Malone
Director
February 27, 2025
Evan D. Malone
/s/ Larry E. Romrell
Director
February 27, 2025
Larry E. Romrell
/s/ Andrea L. Wong
Director
February 27, 2025
Andrea L. Wong