Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to

Commission File Number 001-35707

LIBERTY MEDIA CORPORATION

(Exact name of Registrant as specified in its charter)

State of Delaware

37-1699499

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12300 Liberty Boulevard
Englewood, Colorado

80112

(Address of principal executive offices)

(Zip Code)

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

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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

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.

Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐    No ☒

The number of outstanding shares of Liberty Media Corporation's common stock as of April 30, 2019 was:

Series A

Series B

Series C

Liberty SiriusXM common stock

102,868,921

9,821,531

206,986,548

Liberty Braves common stock

10,251,309

981,860

39,776,088

Liberty Formula One common stock

25,684,311

2,453,485

202,990,600


Table of Contents

Table of Contents

Part I – Financial Information

Item 1. Financial Statements

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited)

I-3

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Operations (unaudited)

I-5

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)

I-7

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited)

I-8

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Equity (unaudited)

I-9

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited)

I-11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

I-41

Item 3. Quantitative and Qualitative Disclosures about Market Risk

I-58

Item 4. Controls and Procedures

I-59

Part II — Other Information

Item 1. Legal Proceedings

II-1

Item 1A. Risk Factors

II-2

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

II-14

Item 6. Exhibits

II-15

SIGNATURES

II-16

I-2


Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)

March 31, 2019

December 31, 2018

amounts in millions

Assets

Current assets:

Cash and cash equivalents

$

633

358

Trade and other receivables, net

728

364

Other current assets

371

360

Total current assets

1,732

1,082

Investments in debt and equity securities (note 7)

787

1,278

Investments in affiliates, accounted for using the equity method (note 8)

1,641

1,641

Property and equipment, at cost

3,562

3,765

Accumulated depreciation

(1,357)

(1,296)

2,205

2,469

Intangible assets not subject to amortization (note 9):

Goodwill

19,927

18,386

FCC licenses

8,600

8,600

Other

1,405

1,074

29,932

28,060

Intangible assets subject to amortization, net (note 9)

6,367

5,715

Other assets

1,246

583

Total assets

$

43,910

40,828

Liabilities and Equity

Current liabilities:

Accounts payable and accrued liabilities

$

1,347

1,116

Current portion of debt

13

17

Deferred revenue

2,499

2,079

Other current liabilities

102

32

Total current liabilities

3,961

3,244

Long-term debt, including $2,664 million and $2,487 million measured at fair value at March 31, 2019 and December 31, 2018, respectively (note 10)

14,026

13,371

Deferred income tax liabilities

1,750

1,651

Other liabilities

978

864

Total liabilities

20,715

19,130

(Continued)

See accompanying notes to condensed consolidated financial statements.

I-3


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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)

March 31, 2019

December 31, 2018

amounts in millions,

except share amounts

Stockholders' equity:

Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued

Series A Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 102,866,343 shares at March 31, 2019 and 102,809,736 shares at December 31, 2018  (note 2)

1

1

Series A Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 10,248,506 shares at March 31, 2019 and 10,244,591 shares at December 31, 2018 (note 2)

Series A Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 25,675,346 shares at March 31, 2019 and 25,675,346 shares at December 31, 2018 (note 2)

Series B Liberty SiriusXM common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 9,821,531 shares at March 31, 2019 and December 31, 2018 (note 2)

Series B Liberty Braves common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 981,860 shares at March 31, 2019 and December 31, 2018 (note 2)

Series B Liberty Formula One common stock, $.01 par value. Authorized 18,750,000 shares; issued and outstanding 2,453,485 shares at March 31, 2019 and  December 31, 2018 (note 2)

Series C Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 207,632,108 shares at March 31, 2019 and 213,130,922 shares at December 31, 2018 (note 2)

2

2

Series C Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 39,768,174 shares at March 31, 2019 and 39,740,215 shares at December 31, 2018  (note 2)

Series C Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 202,984,567 shares at March 31, 2019 and 202,887,872 shares at December 31, 2018 (note 2)

2

2

Additional paid-in capital

3,261

2,984

Accumulated other comprehensive earnings (loss), net of taxes

(43)

(38)

Retained earnings

13,484

13,644

Total stockholders' equity

16,707

16,595

Noncontrolling interests in equity of subsidiaries

6,488

5,103

Total equity

23,195

21,698

Commitments and contingencies (note 12)

Total liabilities and equity

$

43,910

40,828

See accompanying notes to condensed consolidated financial statements.

I-4


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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)

Three months ended

March 31,

2019

2018

amounts in millions,

except per share amounts

Revenue:

SIRIUS XM Holdings revenue

$

1,744

1,375

Formula 1 revenue

246

114

Other revenue

22

28

Total revenue

2,012

1,517

Operating costs and expenses, including stock-based compensation (note 4):

Cost of services (exclusive of depreciation shown separately below):

Revenue share and royalties

492

310

Programming and content

106

101

Customer service and billing

113

94

Other

37

29

Cost of Formula 1 revenue

148

81

Subscriber acquisition costs

108

123

Other operating expense

82

71

Selling, general and administrative

402

265

Acquisition and other related costs (note 3)

76

Depreciation and amortization

248

216

1,812

1,290

Operating income (loss)

200

227

Other income (expense):

Interest expense

(159)

(150)

Share of earnings (losses) of affiliates, net (note 8)

(20)

(8)

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

(98)

153

Other, net

8

6

(269)

1

Earnings (loss) before income taxes

(69)

228

Income tax (expense) benefit

(58)

(15)

Net earnings (loss)

(127)

213

Less net earnings (loss) attributable to the noncontrolling interests

31

82

Net earnings (loss) attributable to Liberty stockholders

$

(158)

131

Net earnings (loss) attributable to Liberty stockholders:

Liberty SiriusXM common stock

$

61

200

Liberty Braves common stock

(71)

(52)

Liberty Formula One common stock

(148)

(17)

$

(158)

131

(Continued)

See accompanying notes to condensed consolidated financial statements.

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Continued)

(unaudited)

Three months ended

March 31,

2019

2018

Basic net earnings (loss) attributable to Liberty stockholders per common share
(notes 3 and 6):

Series A, B and C Liberty SiriusXM common stock

0.19

0.60

Series A, B and C Liberty Braves common stock

(1.39)

(1.02)

Series A, B and C Liberty Formula One common stock

(0.64)

(0.07)

Diluted net earnings (loss) attributable to Liberty stockholders per common share
(notes 3 and 6):

Series A, B and C Liberty SiriusXM common stock

0.19

0.59

Series A, B and C Liberty Braves common stock

(1.39)

(1.02)

Series A, B and C Liberty Formula One common stock

(0.64)

(0.07)

See accompanying notes to condensed consolidated financial statements.

I-6


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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)

Three months ended

March 31,

2019

2018

amounts in millions

Net earnings (loss)

$

(127)

213

Other comprehensive earnings (loss), net of taxes:

Foreign currency translation adjustments

9

4

Credit risk on fair value debt instruments gains (losses)

(13)

(2)

Unrealized holding gains (losses) arising during the period

2

(2)

Share of other comprehensive earnings (loss) of equity affiliates

(9)

Comprehensive earnings (loss)

(129)

204

Less comprehensive earnings (loss) attributable to the noncontrolling interests

34

79

Comprehensive earnings (loss) attributable to Liberty stockholders

$

(163)

125

Comprehensive earnings (loss) attributable to Liberty stockholders:

Liberty SiriusXM common stock

$

67

198

Liberty Braves common stock

(69)

(55)

Liberty Formula One common stock

(161)

(18)

$

(163)

125

See accompanying notes to condensed consolidated financial statements.

I-7


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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

Three months ended

March 31,

2019

2018

amounts in millions

Cash flows from operating activities:

Net earnings

$

(127)

213

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

Depreciation and amortization

248

216

Stock-based compensation

86

46

Share of (earnings) loss of affiliates, net

20

8

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

98

(153)

Noncash interest expense (benefit)

2

Deferred income tax expense (benefit)

54

20

Other, net

3

17

Changes in operating assets and liabilities

Current and other assets

(19)

(97)

Payables and other liabilities

284

354

Net cash provided (used) by operating activities

649

624

Cash flows from investing activities:

Investments in equity method affiliates and debt and equity securities

(11)

(393)

Cash proceeds from sale of investments

72

9

Cash received from Pandora acquisition

313

Capital expended for property and equipment

(113)

(89)

Other investing activities, net

(7)

49

Net cash provided (used) by investing activities

254

(424)

Cash flows from financing activities:

Borrowings of debt

913

1,317

Repayments of debt

(741)

(1,154)

Series C Liberty SiriusXM stock repurchases

(222)

(31)

Subsidiary shares repurchased by subsidiary

(576)

(309)

Cash dividends paid by subsidiary

(19)

(15)

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

(40)

(28)

Other financing activities, net

50

Net cash provided (used) by financing activities

(685)

(170)

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

1

2

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

219

32

Cash, cash equivalents and restricted cash at beginning of period

452

1,047

Cash, cash equivalents and restricted cash at end of period

$

671

1,079

The following table reconciles cash and cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows:

March 31,

December 31,

2019

2018

amounts in millions

Cash and cash equivalents

$

633

358

Restricted cash included in other current assets

14

70

Restricted cash included in other assets

24

24

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

$

671

452

See accompanying notes to condensed consolidated financial statements .

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

(unaudited)

Three Months ended March 31, 2019

Stockholders' equity

Accumulated

Noncontrolling

Additional

other

interest in

Preferred

Liberty Sirius XM

Liberty Braves

Liberty Formula One

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

Capital

earnings (loss)

earnings

subsidiaries

equity

amounts in millions

Balance at January 1, 2019

$

1

2

2

2,984

(38)

13,644

5,103

21,698

Net earnings

(158)

31

(127)

Other comprehensive earnings (loss)

(5)

3

(2)

Cumulative effect of accounting change (note 11)

(2)

(2)

Stock-based compensation

66

23

89

Withholding taxes on net share settlements of stock-based compensation

(40)

(40)

Issuance of stock upon exercise of stock options

3

3

Series C Liberty SiriusXM stock repurchases

(222)

(222)

Subsidiary shares issued as consideration in subsidiary acquisition

657

1,698

2,355

Equity component of subsidiary convertible note

68

68

Shares repurchased by subsidiary

(164)

(440)

(604)

Shares issued by subsidiary

(21)

21

Dividends paid by subsidiary

(19)

(19)

Other, net

(2)

(2)

Balance at March 31, 2019

$

1

2

2

3,261

(43)

13,484

6,488

23,195

See accompanying notes to condensed consolidated financial statements.

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

(unaudited)

Three Months ended March 31, 2018

Stockholders' equity

Accumulated

Noncontrolling

Additional

other

interest in

Preferred

Liberty Sirius XM

Liberty Braves

Liberty Formula One

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

Capital

earnings (loss)

earnings

subsidiaries

equity

amounts in millions

Balance at January 1, 2018

$

1

2

2

3,892

(35)

13,081

5,631

22,574

Net earnings

131

82

213

Other comprehensive earnings (loss)

(6)

(3)

(9)

Cumulative effect of accounting change

2

39

4

45

Stock-based compensation

32

9

41

Withholding taxes on net share settlements of stock-based compensation

(28)

(28)

Series C Liberty SiriusXM stock repurchases

(31)

(31)

Shares repurchased by subsidiary

(80)

(215)

(295)

Shares issued by subsidiary

(13)

13

Dividends paid by subsidiary

(15)

(15)

Purchase of noncontrolling interest