0001560385-22-000006.txt : 20220228 0001560385-22-000006.hdr.sgml : 20220228 20220225175815 ACCESSION NUMBER: 0001560385-22-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20220225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20220228 DATE AS OF CHANGE: 20220225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Media Corp CENTRAL INDEX KEY: 0001560385 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 371699499 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35707 FILM NUMBER: 22682620 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 720-875-5400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Spinco, Inc. DATE OF NAME CHANGE: 20121015 8-K 1 lmca-20220225x8k.htm 8-K
0001560385false0001560385lmca:LibertySiriusXmGroupCommonClassMember2022-02-252022-02-250001560385lmca:LibertySiriusXmGroupCommonClassCMember2022-02-252022-02-250001560385lmca:LibertySiriusXmGroupCommonClassBMember2022-02-252022-02-250001560385lmca:LibertyFormulaOneGroupCommonClassMember2022-02-252022-02-250001560385lmca:LibertyFormulaOneGroupCommonClassCMember2022-02-252022-02-250001560385lmca:LibertyBravesGroupCommonClassMember2022-02-252022-02-250001560385lmca:LibertyBravesGroupCommonClassCMember2022-02-252022-02-2500015603852022-02-252022-02-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 25, 2022

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-35707

37-1699499

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

T

Title of each class

Trading Symbol

Name of each exchange on which registered

Series A Liberty SiriusXM Common Stock

LSXMA

The Nasdaq Stock Market LLC

Series B Liberty SiriusXM Common Stock

LSXMB

The Nasdaq Stock Market LLC

Series C Liberty SiriusXM Common Stock

LSXMK

The Nasdaq Stock Market LLC

Series A Liberty Braves Common Stock

BATRA

The Nasdaq Stock Market LLC

Series C Liberty Braves Common Stock

BATRK

The Nasdaq Stock Market LLC

Series A Liberty Formula One Common Stock

FWONA

The Nasdaq Stock Market LLC

Series C Liberty Formula One Common Stock

FWONK

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02. Results of Operations and Financial Condition.

On February 25, 2022, Liberty Media Corporation (the “Company”) issued a press release (the “Earnings Release”) setting forth information, including financial information, which is intended to supplement the financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2022.

This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding the Company's results of operations or financial condition for the year ended December 31, 2021, are being furnished to the SEC.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.

    

Description

99.1

Earnings Release, dated February 25, 2022.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 25, 2022

LIBERTY MEDIA CORPORATION

By:

/s/ Wade Haufschild

Name: Wade Haufschild

Title: Senior Vice President

3

EX-99.1 2 lmca-20220225ex991abbab2.htm EX-99.1

Graphic

Exhibit 99.1

LIBERTY MEDIA CORPORATION REPORTS

FOURTH QUARTER AND YEAR END 2021 FINANCIAL RESULTS

Englewood, Colorado, February 25, 2022 - Liberty Media Corporation ("Liberty Media" or “Liberty”) (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) today reported fourth quarter and year end 2021 results. Headlines include (1):

Attributed to Liberty SiriusXM Group
oSiriusXM reported strong full year 2021 results
SiriusXM's 2021 revenue reached a record $8.70 billion; an increase of 8% compared to 2020
Full-year 2021 net income climbed to $1.31 billion; diluted EPS of $0.32
Record full-year 2021 adjusted EBITDA(2) of $2.77 billion, an increase of 8% year-over-year
SiriusXM exceeded all 2021 financial & operating guidance; issued new 2022 guidance on February 1st
SiriusXM announced a special dividend of $0.25 per share, returning an additional $1 billion to stockholders
Estimated proceeds to Liberty of approximately $770 million, net of distributions to exchangeable bondholders
oLiberty Media’s ownership of SiriusXM was 81.2% as of January 28, 2022
oFrom November 1, 2021 through January 31, 2022, Liberty repurchased 3.8 million LSXMA/K shares at an average price per share of $49.57 for total cash consideration of $189 million
oSettled exchanges of the 2.25% Live Nation exchangeable debentures on January 21, 2022 for total consideration of $664 million
Attributed to Formula One Group
oF1 successfully completed record 22 race calendar in 2021
Planning for a new record 23 race calendar in 2022, beginning in Bahrain on March 20th
oAudience figures grew across TV and digital platforms

1


Cumulative TV viewers up 4% to 1.55 billion; average TV viewers per race was 70.3 million
Cumulative viewership in US up 58%
Social media followers up 40% to 49 million with 1.5 billion aggregate social engagements
oAnnounced multiple renewals with race promoter partners, including China, Singapore, Abu Dhabi, Spain, Bahrain and the United States
oFrom November 1, 2021 through January 31, 2022, Liberty effectively repurchased 2.2 million FWONA/K shares at an average price per share of $58.59
Repurchased 472 thousand FWONA shares
Repurchased $64 million face value of 1% FWONK cash convertible notes due 2023, effectively retiring 1.7 million underlying FWONK shares
Attributed to Braves Group
oCompleted sale of minor league teams in January 2022; teams remain affiliates of Braves for future player development
oBattery development generated strong $8 million of operating income and $21 million of net operating income (“NOI”)(2) in 2021

“It was a strong end to 2021 for the Liberty companies.  The finish to the Formula 1 World Championship could not have been more suspenseful.  The compelling action on the track continues to power the business’s flywheel and we recently made numerous announcements around value-creating agreements.  SiriusXM hit record revenue and adjusted EBITDA levels and announced a $1 billion special dividend.  The Atlanta Braves are still basking in the glory of their World Series title. Live Nation benefited from incredible fan demand in the back half of the year and all leading indicators point to record performance in 2022,” said Greg Maffei, Liberty Media President and CEO.  “We enter this year energized and excited for the next areas of growth across the board.”

Discussion of Results

Unless otherwise noted, the following discussion compares financial information for the three months or year ended December 31, 2021 to the same period in 2020.

LIBERTY SIRIUSXM GROUP – The following table provides the financial results attributed to Liberty SiriusXM Group for the fourth quarter and full year 2021. Approximately $8 million and $28 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty SiriusXM Group in the fourth quarter and full year 2021, respectively.

2


Three months ended

Twelve months ended

December 31,

December 31,

    

2020

    

2021

 

    

2020

    

2021

 

amounts in millions

amounts in millions

Liberty SiriusXM Group

Revenue

Sirius XM Holdings

$

2,189

 

$

2,281

 

 

$

8,040

 

$

8,696

 

Total Liberty SiriusXM Group

$

2,189

 

$

2,281

 

$

8,040

 

$

8,696

Operating Income (Loss)

Sirius XM Holdings(a)

(520)

 

458

 

 

790

 

1,945

 

Corporate and other

(7)

(8)

 

(41)

(28)

Total Liberty SiriusXM Group

$

(527)

$

450

 

$

749

$

1,917

Adjusted OIBDA

Sirius XM Holdings

660

 

669

 

 

2,575

 

2,770

 

Corporate and other

(5)

(3)

 

(31)

(15)

Total Liberty SiriusXM Group

$

655

$

666

 

$

2,544

$

2,755


(a)Fourth quarter and full year 2020 was impacted by a $976 million non-cash impairment charge associated with Pandora.

SiriusXM is a separate publicly traded company and additional information about SiriusXM can be obtained through its website and filings with the Securities and Exchange Commission.  SiriusXM reported its stand-alone fourth quarter and full year results on February 1, 2022.  For additional detail on SiriusXM’s financial results, please see SiriusXM’s earnings release posted to its Investor Relations website. For presentation purposes on page one of this release, we include the results of SiriusXM, as reported by SiriusXM, without regard to the purchase accounting adjustments applied by us for purposes of our financial statements.  Liberty Media believes the presentation of financial results as reported by SiriusXM is useful to investors as the comparability of those results is best understood in the context of SiriusXM's historical financial presentation.  

The businesses and assets attributed to Liberty SiriusXM Group consist primarily of Liberty Media’s interests in SiriusXM, which includes its subsidiary Pandora, and Live Nation.

FORMULA ONE GROUP –   The following table provides the financial results attributed to the Formula One Group for the fourth quarter and full year 2021. Approximately $16 million and $40 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Formula One Group in the fourth quarter and full year 2021, respectively.

“2021 was a remarkable year for Formula 1 in all respects.  The racing was spectacular and the business produced outstanding results,” said Stefano Domenicali, Formula 1 President and CEO.  “We continue to build off this strong foundation and look forward to our record setting 23-race calendar for 2022 with new cars, regulations, races and drivers.”

3


Three months ended

Twelve months ended

December 31,

December 31,

    

2020

    

2021

    

    

2020

    

2021

amounts in millions

amounts in millions

Formula One Group

Revenue

Formula 1

$

485

$

787

 

 

$

1,145

$

2,136

Total Formula One Group

$

485

$

787

 

 

$

1,145

$

2,136

Operating Income (Loss)

Formula 1

$

(23)

$

81

 

 

$

(386)

$

92

Corporate and other

(18)

 

(19)

 

 

(58)

 

(52)

Total Formula One Group

$

(41)

$

62

 

 

$

(444)

$

40

Adjusted OIBDA

Formula 1

$

90

$

183

 

 

$

56

$

495

Corporate and other

(12)

(15)

 

 

(38)

(29)

Total Formula One Group

$

78

$

168

 

 

$

18

$

466

The following table provides the operating results of Formula 1 (“F1”).

F1 Operating Results

Three months ended

Twelve months ended

December 31,

December 31,

2020

    

2021

    

2020

    

2021

(unaudited)

(unaudited)

amounts in USD millions

amounts in USD millions

Primary Formula 1 revenue

$

439

$

615

 

$

1,029

$

1,850

Other Formula 1 revenue

46

172

 

116

286

Total Formula 1 revenue

$

485

$

787

$

1,145

$

2,136

Operating expenses (excluding stock-based compensation included below):

Team payments

(270)

(378)

 

(711)

(1,068)

Other cost of Formula 1 revenue

(94)

(180)

(263)

(421)

Cost of Formula 1 revenue

$

(364)

$

(558)

$

(974)

$

(1,489)

Selling, general and administrative expenses

(31)

(46)

(115)

(152)

Adjusted OIBDA

$

90

$

183

 

$

56

$

495

Stock-based compensation

(2)

(5)

(13)

(17)

Depreciation and Amortization

(111)

(97)

 

(429)

(386)

Operating income (loss)

$

(23)

81

 

$

(386)

92

 

 

Number of races in period

7

7

17

22

4


Primary F1 revenue represents the majority of F1’s revenue and is derived from (i) race promotion revenue, (ii) media rights fees (formerly referred to as broadcasting fees) and (iii) sponsorship fees. For the year ended December 31, 2021, these revenue streams comprised 31%, 40% and 16%, respectively, of total F1 revenue.

Beginning January 1, 2021, F1 began reclassifying certain components previously reported in Other F1 revenue into Primary F1 revenue to better align with the way it currently evaluates the business. In addition, broadcasting revenue was renamed media rights revenue. The more significant components that were reclassified into Primary F1 revenue include fees for F1 TV subscriptions, fees for licensing commercial rights for Formula 2 and Formula 3 races, fees for the origination and support of program footage, fees for broadcast rights for Formula 2 and Formula 3 races and fees for advertising rights on Formula 1’s digital platforms. Following the reclassification, Other F1 revenue is primarily comprised of freight and hospitality revenue. There was $24 million and $65 million of Other F1 revenue reclassified as Primary F1 revenue for the three and twelve months ended December 31, 2020, respectively, to conform to the current period presentation. The impact of the revenue reclassification for the years ended December 31, 2019 and 2020 can be found in Schedule 4 of this press release.

There were 7 and 22 races held in the fourth quarter and full year 2021, respectively, compared to 7 and 17 races held in the fourth quarter and full year 2020 due to the compact schedule driven by the COVID-19 pandemic. Fan attendance continued to be assessed by relevant government authorities on a race-by-race basis throughout the year, with restrictions easing as the year progressed and significantly higher fan attendance beginning in the third quarter of 2021 compared to the prior year. The Paddock Club operated at only one event in 2020, and even then with strictly limited capacity, and resumed more normal operations in July 2021, operating at 6 races in the third quarter and 5 in the fourth quarter.

Primary F1 revenue grew in the fourth quarter, primarily driven by increased race promotion revenue compared to the prior year where limitations on fan attendance led to one-time changes in the contractual terms of races held. Media rights revenue was flat in the fourth quarter as contractual increases and growth in F1 TV subscription revenue were offset by the impact of lower proportionate recognition of season-based income in 2021 (7/22 races took place in the fourth quarter of 2021 compared to 7/17 in the fourth quarter of 2020). Sponsorship revenue increased in the fourth quarter driven by revenue from new sponsors in the current year and pandemic-related reductions to sponsorship revenue recognized in the prior year, where F1 honored one-time changes in certain sponsorship contracts due to the cancellation of races that had specific sponsorship-related inventory.

Primary F1 revenue grew for the full year with increases across all primary revenue streams. Race promotion revenue grew due to five more events held in 2021, including more non-European races, some of which saw the return of capacity

5


crowds, whereas limitations on fan attendance in the prior year led to one-time changes in the contractual terms of races held. Race promotion revenue for the full year also benefited from a one-time settlement recognized in the first quarter related to the cancellation of a race originally scheduled to commence in 2020. Media rights revenue increased for the full year driven by higher broadcasting fees due to improved terms in certain new and renewed broadcasting agreements, other contractual rate increases, strong growth in F1 TV subscription revenue and the effect on the prior year of one-time changes in contract fees resulting from the pandemic and associated calendar disruptions. Sponsorship revenue increased due to revenue from new sponsors and the impact of more races held as well as pandemic-related reductions to sponsorship revenue recognized in the prior year.

Other F1 revenue increased in the fourth quarter and full year driven by hospitality revenue generated from the return of the Paddock Club, higher licensing revenue from new contracts and growth in gaming and merchandising royalties, as well as higher freight and travel income with more races held outside Europe compared to the prior year. Other F1 revenue for the full year also benefited from the additional races held.

Operating income and adjusted OIBDA grew in the fourth quarter and full year 2021.  Team payments increased in both periods driven by the growth in Primary F1 revenue and the associated impact on the calculation of the team payments, which are 100% variable under the 2021 Concorde Agreement. Team payments in 2020 included one-time fees paid to teams upon signing the 2021 Concorde Agreement and certain fixed and minimum guaranteed payments to teams under the previous agreement.

Other cost of F1 revenue is largely variable in nature and mostly relates to revenue opportunities. These costs increased in the fourth quarter and full year due to costs associated with the operation of the Paddock Club and higher technical, freight and logistics, digital media and other related costs driven by five more races in the full year and the logistic costs of more non-European races. Selling, general and administrative expense increased in the fourth quarter and full year primarily due to higher personnel costs, discretionary marketing expenses and professional fees.  

The Liberty SiriusXM Group holds an approximate 2.2% intergroup interest (5.3 million notional shares) in the Formula One Group as of January 31, 2022. These shares are not included in the outstanding share count of Formula One Group in Liberty Media’s most recent Form 10-K. Assuming the issuance of the shares underlying this intergroup interest, the Formula One Group outstanding share count as of January 31, 2022 would have been 237 million.

6


The businesses and assets attributed to the Formula One Group consist of Liberty Media’s subsidiary F1, its interest in Liberty Media Acquisition Corporation, other minority investments and an inter-group interest in the Braves Group.

BRAVES GROUP -   The following table provides the financial results attributed to the Braves Group for the fourth quarter and full year 2021. Approximately $2 million and $11 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Braves Group in the fourth quarter and full year 2021, respectively.

Three months ended

Twelve months ended

December 31,

December 31,

    

2020

    

2021

    

    

2020

    

2021

amounts in millions

amounts in millions

Braves Group

Revenue

Corporate and other

$

35

 

$

102

 

 

$

178

 

$

568

Total Braves Group

$

35

$

102

 

 

$

178

$

568

Operating Income (Loss)

Corporate and other

(35)

 

(1)

 

 

(128)

 

20

Total Braves Group

$

(35)

$

(1)

 

 

$

(128)

$

20

Adjusted OIBDA

Corporate and other

(4)

18

 

 

(53)

104

Total Braves Group

$

(4)

$

18

$

(53)

$

104

The following table provides the operating results of Braves Holdings, LLC (“Braves”).

Braves Operating Results

Three months ended

Twelve months ended

December 31,

December 31,

2020

    

2021

    

2020

    

2021

amounts in millions

amounts in millions

Baseball revenue

$

23

$

93

$

142

$

526

Development revenue

12

9

36

42

Total revenue

$

35

$

102

$

178

$

568

Operating expenses (excluding stock-based compensation included below):

Other operating expenses

(27)

(62)

 

(170)

(377)

Selling, general and administrative expenses

(12)

(21)

 

(57)

(80)

Adjusted OIBDA

$

(4)

$

19

$

(49)

$

111

Stock-based compensation

(14)

(2)

(3)

(8)

Depreciation and Amortization

(15)

(16)

 

(69)

(72)

Operating income (loss)

$

(33)

$

1

$

(121)

$

31

Regular season home games in period

3

30

79

Postseason home games in period

6

8

7

8

Baseball revenue per home game

$

3.8

$

8.5

 

$

3.8

$

6.0

7


Baseball revenue is comprised of (i) ballpark operations (ticket sales, concessions, corporate sales, retail, suites, premium seat fees and postseason), (ii) local broadcast rights and (iii) shared Major League Baseball revenue streams, including national broadcast rights and licensing. Development revenue is derived from the Battery Atlanta mixed-use facilities and primarily includes rental income.

There were 11 and 87 home games (including postseason) played in the fourth quarter and full year 2021, respectively, compared to 6 and 37 home games played in the comparable prior year periods. The 2021 regular season began with fans in attendance at 33% capacity for the first home game beginning April 9th, which increased to 50% capacity beginning April 23rd and further expanded to 100% capacity beginning May 7th. There were no fans in attendance during the 2020 regular season.

Baseball revenue increased in the fourth quarter and full year as all primary sources of revenue grew driven by the increase in the number of regular and postseason home games played with significantly more fans in attendance and the Braves success in the 2021 postseason as World Series Champions. Development revenue decreased in the fourth quarter due to modified timing of revenue recognition surrounding various 2021 lease commencements. Development revenue for the full year increased due to rental income from various new lease commencements and a reduction in deferred payment arrangements.

Operating income and adjusted OIBDA increased in the fourth quarter and full year. Revenue growth more than offset increased operating costs as player salaries and facility and game day expenses returned to more normalized levels in 2021. Selling, general and administrative expense increased in the fourth quarter and full year primarily due to higher marketing expense and the absence of COVID-19 related cost reduction initiatives that impacted the 2020 season.

The Formula One Group holds an approximate 11.0% intergroup interest (6.8 million notional shares) and the Liberty SiriusXM Group holds an approximate 3.7% intergroup interest (2.3 million notional shares) in the Braves Group as of January 31, 2022. These shares are not included in the outstanding share count of the Braves Group in Liberty Media’s most recent Form 10-K. Assuming the issuance of the shares underlying these intergroup interests, the Braves Group outstanding share count as of January 31, 2022 would have been 62 million.

8


The businesses and assets attributed to the Braves Group consist primarily of Liberty Media’s subsidiary the Braves, which indirectly owns the Atlanta Braves Major League Baseball Club and certain assets and liabilities associated with the Braves’ ballpark and mixed-use development project.

Share Repurchases

From November 1, 2021 through January 31, 2022, Liberty SiriusXM Group repurchased approximately 2.9 million Series C Liberty SiriusXM shares (Nasdaq: LSXMK) at an average cost per share of $49.98 for total cash consideration of $146 million and repurchased approximately 879 thousand Series A Liberty SiriusXM shares (Nasdaq: LSXMA) at an average cost per share of $48.22 for total cash consideration of $42 million.

From November 1, 2021 through January 31, 2022, Formula One Group repurchased approximately 472 thousand Series A Liberty Formula One shares (Nasdaq: FWONA) at an average cost per share of $56.10 for total cash consideration of $26 million.

The total remaining repurchase authorization for Liberty Media as of February 1, 2022 is approximately $406 million and can be applied to repurchases of Series A and Series C shares of any of the Liberty Media Corporation tracking stocks.

FOOTNOTES

1)Liberty Media's President and CEO, Greg Maffei, will discuss these highlights and other matters in Liberty Media's earnings conference call which will begin at 10:00 a.m. (E.S.T.) on February 25, 2022.  For information regarding how to access the call, please see “Important Notice” later in this document.
2)For definitions of adjusted OIBDA (as defined by Liberty Media), adjusted EBITDA (as defined by SiriusXM) and net operating income (as defined by Braves) and applicable reconciliations, see the accompanying schedules.

NOTES

The following financial information with respect to Liberty Media's equity affiliates and available for sale securities is intended to supplement Liberty Media's consolidated balance sheet and statement of operations to be included in its Form 10-K for the year ended December 31, 2021.

9


Fair Value of Corporate Public Holdings

(amounts in millions)

9/30/2021

12/31/2021

 

Liberty SiriusXM Group

Live Nation Investment(a)

$

6,347

$

8,336

iHeart(b)

149

Public Holdings(c)

50

50

Total Liberty SiriusXM Group

$

6,546

$

8,386

Formula One Group

Public Holdings(c)

 

194

 

167

Total Formula One Group

$

194

$

167

Braves Group

N/A

N/A

Total Liberty Media

$

6,740

$

8,553


a)Represents the fair value of the equity investment in Live Nation. In accordance with GAAP, Liberty Media accounts for its investment in the equity of Live Nation using the equity method of accounting and includes it in its condensed consolidated balance sheet at $149 million and $89 million as of September 30, 2021 and December 31, 2021, respectively.
b)Includes fair value of iHeart shares which were included in other long-term assets. Liberty Media sold 1.0 million shares of iHeart during the third quarter and its remaining 6.0 million shares in the fourth quarter of 2021.
c)Represents the carrying value of other public holdings that are accounted for at fair value. Excludes intergroup interests.  

Fair Value of Intergroup Assets and Liabilities

The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM Group have attributed interests in the Braves Group, which are generally stated in terms of a number of shares of Liberty Braves common stock, and the Liberty SiriusXM Group also has an attributed interest in the Formula One Group, which is generally stated in terms of a number of shares of Liberty Formula One common stock. Each reporting period, the notional shares representing the intergroup interests are marked to fair value. The changes in fair value are recorded in the unrealized gain (loss) on the intergroup interest line item in the unaudited attributed consolidated statements of operations. The intergroup interests will remain outstanding until the redemption of the outstanding interests, at the discretion of Liberty Media’s Board of Directors, through transfer of securities, cash and/or other assets from the Braves Group or Formula One Group, respectively, to the respective tracking stock group.

Attributed

as of December 31, 2021

Liberty

Formula

SiriusXM

Braves

One

    

Group

    

Group

    

Group

(amounts in millions)

Notional Shares

Value

Notional Shares

Value

Notional Shares

Value

Braves Group intergroup interests

2.3

$

66

(9.1)

$

(257)

6.8

$

191

Formula One Group intergroup interest

5.3

$

313

(5.3)

$

(313)

10


Cash and Debt

The following presentation is provided to separately identify cash and liquid investments and debt information.

(amounts in millions)

    

9/30/2021

    

12/31/2021

 

Cash and Cash Equivalents Attributable to:

Liberty SiriusXM Group(a)

$

529

$

598

Formula One Group(b)

2,195

2,074

Braves Group(c)

134

142

Total Consolidated Cash and Cash Equivalents (GAAP)

$

2,858

$

2,814

Debt:

SiriusXM senior notes(d)

$

8,750

$

8,750

Pandora convertible senior notes

193

193

1.375% cash convertible notes due 2023(e)

1,000

1,000

2.125% SiriusXM exchangeable senior debentures due 2048(e)

400

400

2.25% Live Nation exchangeable senior debentures due 2048(e)

385

385

2.75% SiriusXM exchangeable senior debentures due 2049(e)

604

604

0.5% Live Nation exchangeable senior debentures due 2050(e)

920

920

SiriusXM margin loan

875

875

Live Nation margin loan

Other subsidiary debt(f)

Total Attributed Liberty SiriusXM Group Debt

 

$

13,127

 

$

13,127

Unamortized discount, fair market value adjustment and deferred loan costs

627

1,135

Total Attributed Liberty SiriusXM Group Debt (GAAP)

$

13,754

$

14,262

1% FWONK cash convertible notes due 2023(e)

450

386

2.25% AT&T exchangeable senior debentures due 2046(e)

25

Formula 1 term loan and revolving credit facility

2,902

2,902

Other corporate level debt

71

69

Total Attributed Formula One Group Debt

 

$

3,448

 

$

3,357

Fair market value adjustment

178

274

Total Attributed Formula One Group Debt (GAAP)

$

3,626

$

3,631

Atlanta Braves debt

721

700

Total Attributed Braves Group Debt

 

$

721

 

$

700

Deferred loan costs

(3)

 

(3)

Total Attributed Braves Group Debt (GAAP)

$

718

$

697

Total Liberty Media Corporation Debt (GAAP)

 

$

18,098

 

$

18,590

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a)Includes $164 million and $191 million of cash and liquid investments held at SiriusXM as of September 30, 2021 and December 31, 2021, respectively.  
b)Includes $585 million and $709 million of cash and liquid investments held at Formula 1 as of September 30, 2021 and December 31, 2021, respectively.  
c)Excludes restricted cash held in reserves pursuant to the terms of various financial obligations of $83 million and $102 million as of September 30, 2021 and December 31, 2021, respectively.  
d)Outstanding principal amount of Senior Notes with no reduction for the net unamortized discount.
e)Face amount of the cash convertible notes and exchangeable debentures with no fair market value adjustment.
f)Includes SiriusXM revolving credit facility.

11


Liberty Media, SiriusXM, Formula 1 and Braves Holdings are in compliance with their debt covenants as of December 31, 2021.

Total cash and liquid investments attributed to Liberty SiriusXM Group increased $69 million during the fourth quarter as cash from operations at SiriusXM more than offset return of capital at both SiriusXM and Liberty SiriusXM.  Included in the cash and liquid investments balance attributed to Liberty SiriusXM Group at December 31, 2021 is $191 million held at SiriusXM.  Although SiriusXM is a consolidated subsidiary, it is a separate public company with a significant non-controlling interest, therefore Liberty Media does not have ready access to SiriusXM’s cash balance.  Total debt attributed to Liberty SiriusXM Group was flat in the fourth quarter.

On February 1, 2022, SiriusXM announced they will pay a special cash dividend of $0.25 per share for an aggregate dividend of $1 billion payable to SiriusXM stockholders of record as of the close of business on February 11, 2022. The payment date of the special cash dividend is February 25, 2022, and Liberty SiriusXM expects to receive approximately $770 million of proceeds, net of extraordinary cash distributions that will be paid to holders of its 2.125% SiriusXM exchangeable senior debentures due 2048 and its 2.75% SiriusXM exchangeable senior debentures due 2049.

On December 3, 2021, the Live Nation margin loan was amended, increasing the borrowing capacity to $400 million reflecting appreciation in the underlying share price. Other terms of the margin loan are unchanged, including its maturity on December 9, 2022 and the 9 million shares of Live Nation common stock pledged as collateral to the margin loan.

In October 2021, Liberty Media issued a notice of redemption in full for the 2.25% Live Nation exchangeable senior debentures due 2048 on or before December 1, 2021. All holders exercised their right to exchange the debentures in the fourth quarter.  On January 21, 2022, the exchanges of debentures were settled in cash for $664 million. The exchanges were funded with cash on hand and incremental borrowing under Liberty’s margin loan facilities.

Total cash and liquid investments attributed to Formula One Group decreased $121 million during the fourth quarter. Debt repayment, stock repurchases and withholding taxes on net share settlements at the Formula One Group more than offset proceeds from stock options exercises and growth in cash from operations at F1, which was primarily driven by the timing of cash payments and receipts with commercial partners.

Total debt attributed to Formula One Group decreased $91 million in the fourth quarter. On October 5, 2021, Liberty Media redeemed in full the outstanding $25 million principal amount of its 2.25% AT&T exchangeable senior debentures due 2046, which was funded with the sale of Liberty Media’s remaining approximately 800 thousand shares of AT&T as

12


well as cash on hand. Also in the fourth quarter, Liberty opportunistically repurchased $64 million face value of 1% FWONK cash convertible notes due 2023, effectively repurchasing 1.7 million shares of FWONK underlying the retired bonds.  

Total cash and liquid investments attributed to the Braves Group increased $8 million during the fourth quarter as cash from operations primarily attributed to the postseason more than offset net debt repayment and capital expenditures related to the mixed-use development.

Total debt attributed to the Braves Group decreased $21 million during the fourth quarter due to repayment under the Braves team revolver, partially offset by increased borrowing to fund the mixed-use development. The second phase of the Battery Atlanta mixed-use development is nearing an on-time and on-budget completion. It is expected to cost approximately $200 million, of which the Braves and affiliated entities have already funded approximately $55 million in equity and $120 million in debt, with $25 million incremental debt funding remaining.

Important Notice: Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) President and CEO, Greg Maffei, will discuss Liberty Media's earnings release in a conference call which will begin at 10:00 a.m. (E.S.T.) on February 25, 2022.  The call can be accessed by dialing (800) 458-4121 or +1 (720) 543-0206, passcode 2857380 at least 10 minutes prior to the start time.  The call will also be broadcast live across the Internet and archived on our website.  To access the webcast go to https://www.libertymedia.com/investors/news-events/ir-calendar.  Links to this press release will also be available on the Liberty Media website.

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial performance and prospects, Formula 1’s race calendar and new races, timing, costs and funding associated with the Battery Atlanta mixed-use development and new Braves facilities, the continuation of our stock repurchase plan, matters relating to SiriusXM’s special cash dividend and other matters that are not historical facts.  These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, regulatory matters affecting our businesses, the unfavorable outcome of pending or future litigation, the failure to realize benefits of acquisitions, rapid technological and industry change, failure of third parties to perform, continued access to capital on terms acceptable to Liberty Media, changes in law, including consumer protection laws, and their enforcement, the impact of COVID-19, including on general market conditions and the ability of Formula 1, the Braves and Live Nation to hold live events and fan attendance at such events, and market conditions conducive to stock repurchases.  These forward-looking statements speak only as of the date of this press release, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Media's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Media, including the most recent Form 10-K, for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media's business which may affect the statements made in this press release.

Contact: Courtnee Chun (720) 875-5420

13


LIBERTY MEDIA CORPORATION

BALANCE SHEET INFORMATION

December 31, 2021 (unaudited)

Attributed

Liberty SiriusXM

Braves

Formula One

Inter-Group

Consolidated

    

Group

Group

Group

Eliminations

Liberty

    

amounts in millions

Assets

Current assets:

Cash and cash equivalents

$

598

142

2,074

2,814

 

Trade and other receivables, net

 

722

40

66

828

 

Other current assets

 

793

148

229

1,170

 

Total current assets

 

2,113

330

2,369

4,812

 

Intergroup interests

379

191

(570)

Investments in affiliates, accounted for using the equity method

 

805

110

30

945

 

Property and equipment, at cost

 

2,811

1,008

208

4,027

 

Accumulated depreciation

 

(1,697)

(231)

(89)

(2,017)

 

 

1,114

777

119

2,010

 

Intangible assets not subject to amortization

Goodwill

 

15,111

180

3,957

19,248

 

FCC licenses

 

8,600

8,600

 

Other

 

1,242

143

1,385

 

 

24,953

323

3,957

29,233

 

Intangible assets subject to amortization, net

 

1,269

21

3,507

4,797

 

Other assets

 

1,041

75

1,491

(53)

2,554

 

Total assets

$

31,674

1,636

11,664

(623)

44,351

 

Liabilities and Equity

Current liabilities:

Intergroup payable (receivable)

$

14

(31)

17

Accounts payable and accrued liabilities

1,458

 

66

308

1,832

Current portion of debt

 

2,184

 

12

695

2,891

Deferred revenue

 

1,454

 

83

253

1,790

Other current liabilities

 

68

 

6

23

97

Total current liabilities

 

5,178

 

136

1,296

6,610

Long-term debt

 

12,078

 

685

2,936

15,699

Deferred income tax liabilities

 

2,206

 

65

(53)

2,218

Redeemable intergroup interests

257

313

(570)

Other liabilities

 

611

 

197

179

987

Total liabilities

 

20,073

 

1,340

4,724

(623)

25,514

Redeemable noncontrolling interests in equity of subsidiary

 

575

575

Equity / Attributed net assets

 

8,036

 

296

6,340

14,672

Noncontrolling interests in equity of subsidiaries

 

3,565

 

25

3,590

Total liabilities and equity

$

31,674

 

1,636

11,664

(623)

44,351

14


LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS
Twelve months ended December 31, 2021 (unaudited)

Attributed

Liberty SiriusXM

Braves

Formula One

Consolidated

Group

Group

Group

Liberty

amounts in millions

Revenue:

Sirius XM Holdings revenue

$

8,696

 

8,696

Formula 1 revenue

 

2,136

2,136

Other revenue

 

 

568

568

Total revenue

 

8,696

 

568

2,136

11,400

Operating costs and expenses, including stock-based compensation:

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

Revenue share and royalties

 

2,672

 

2,672

Programming and content

 

559

 

559

Customer service and billing

 

501

 

501

Other

 

236

 

236

Cost of Formula 1 revenue

 

1,489

1,489

Subscriber acquisition costs

 

325

 

325

Other operating expenses

 

265

 

377

642

Selling, general and administrative

 

1,598

 

99

210

1,907

Impairment, restructuring and acquisition costs, net of recoveries

20

 

20

Depreciation and amortization

 

603

 

72

397

1,072

 

6,779

 

548

2,096

9,423

Operating income (loss)

 

1,917

 

20

40

1,977

Other income (expense):

Interest expense

 

(495)

 

(24)

(123)

(642)

Share of earnings (losses) of affiliates, net

(253)

 

30

23

(200)

Unrealized gain/(loss) on inter-group interests

 

121

 

(31)

(90)

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

(433)

 

3

(21)

(451)

Gains (losses) on dilution of investment in affiliate

152

 

152

Other, net

 

(60)

 

(1)

14

(47)

 

(968)

 

(23)

(197)

(1,188)

Earnings (loss) before income taxes

 

949

 

(3)

(157)

789

Income tax (expense) benefit

 

(74)

 

(8)

37

(45)

Net earnings (loss)

 

875

 

(11)

(120)

744

Less net earnings (loss) attributable to the noncontrolling interests

 

276

 

16

292

Less net earnings (loss) attributable to the redeemable noncontrolling interests

 

54

54

Net earnings (loss) attributable to Liberty stockholders

$

599

 

(11)

(190)

398

Stock compensation expense:

Programming and content

 

33

 

33

Customer service and billing

 

6

 

6

Other

 

6

 

6

Other operating expense

 

36

 

36

Selling, general and administrative

 

134

 

12

29

175

$

215

 

12

29

256

15


LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS
Twelve months ended December 31, 2020 (unaudited)

Attributed

Liberty SiriusXM

Braves

Formula One

Consolidated

Group

Group

Group

Liberty

amounts in millions

Revenue:

Sirius XM Holdings revenue

$

8,040

 

8,040

Formula 1 revenue

 

 

1,145

1,145

Other revenue

 

178

178

Total revenue

 

8,040

 

178

1,145

9,363

Operating costs and expenses, including stock-based compensation:

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

Revenue share and royalties

 

2,421

 

2,421

Programming and content

 

481

 

481

Customer service and billing

 

481

 

481

Other

 

196

 

196

Cost of Formula 1 revenue

 

974

974

Subscriber acquisition costs

 

362

 

362

Other operating expenses

 

264

 

170

434

Selling, general and administrative

 

1,509

 

67

174

1,750

Acquisition and restructuring

1,004

 

1,004

Depreciation and amortization

 

573

 

69

441

1,083

 

7,291

 

306

1,589

9,186

Operating income (loss)

 

749

 

(128)

(444)

177

Other income (expense):

Interest expense

 

(462)

 

(26)

(146)

(634)

Intergroup interest income (expense)

(7)

 

7

Share of earnings (losses) of affiliates, net

(484)

 

6

(108)

(586)

Unrealized gain/(loss) on inter-group interests

125

 

42

(167)

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

 

(521)

 

(10)

129

(402)

Gains (losses) on dilution of investment in affiliate

4

 

4

Other, net

 

(17)

 

23

6

 

(1,362)

 

12

(262)

(1,612)

Earnings (loss) before income taxes

 

(613)

 

(116)

(706)

(1,435)

Income tax (expense) benefit

 

(106)

 

38

112

44

Net earnings (loss)

 

(719)

 

(78)

(594)

(1,391)

Less net earnings (loss) attributable to the noncontrolling interests

 

28

 

2

30

Net earnings (loss) attributable to Liberty stockholders

$

(747)

 

(78)

(596)

(1,421)

Stock compensation expense:

Programming and content

32

 

32

Customer service and billing

6

 

6

Other

6

 

6

Other operating expense

43

 

43

Selling, general and administrative

147

 

6

21

174

$

234

 

6

21

261

16


LIBERTY MEDIA CORPORATION

STATEMENT OF CASH FLOWS INFORMATION

Twelve months ended December 31, 2021 (unaudited)

Attributed

Liberty SiriusXM

Braves

Formula One

Consolidated

Group

Group

Group

Liberty

amounts in millions

Cash flows from operating activities:

Net earnings (loss)

$

875

 

(11)

(120)

744

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

Depreciation and amortization

 

603

 

72

397

1,072

Stock-based compensation

 

215

 

12

29

256

Non-cash impairment and restructuring costs

24

 

24

Share of (earnings) loss of affiliates, net

 

253

 

(30)

(23)

200

Unrealized (gains) losses on intergroup interests, net

(121)

 

31

90

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

 

433

 

(3)

21

451

Noncash interest expense

15

 

1

16

Losses (gains) on dilution of investment in affiliate

(152)

 

(152)

Loss on early extinguishment of debt

83

 

(3)

80

Deferred income tax expense (benefit)

 

(12)

 

12

(41)

(41)

Intergroup tax allocation

9

 

(4)

(5)

Intergroup tax (payments) receipts

(2)

 

7

(5)

Other charges (credits), net

 

(15)

 

20

(3)

2

Changes in operating assets and liabilities

Current and other assets

 

(59)

 

(43)

(2)

(104)

Payables and other liabilities

 

(255)

 

(1)

145

(111)

Net cash provided (used) by operating activities

 

1,894

 

62

481

2,437

Cash flows from investing activities:

Investment of subsidiary initial public offering proceeds into trust account

 

(575)

(575)

Cash proceeds from dispositions of investments

177

 

2

204

383

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

(14)

 

(14)

Investments in equity method affiliates and debt and equity securities

 

(73)

 

(179)

(252)

Return of investments in equity method affiliates

1

 

39

40

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

12

 

12

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

 

(388)

 

(35)

(17)

(440)

Proceeds from insurance recoveries

225