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 June 30, 2019


☐	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 July 31, 2019 was:


	Series A	Series B	Series C
Liberty SiriusXM common stock	102,906,749	9,814,777	204,817,616
Liberty Braves common stock	10,255,678	981,860	39,784,180
Liberty Formula One common stock	25,697,139	2,449,185	203,004,559

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	June 30, 2019		December 31, 2018
	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	697	358
Trade and other receivables, net		849	364
Other current assets		385	360
Total current assets		1,931	1,082
Investments in affiliates, accounted for using the equity method (note 7)		1,694	1,641

Property and equipment, at cost		3,630	3,765
Accumulated depreciation		( 1,419 )	( 1,296 )
		2,211	2,469
Intangible assets not subject to amortization (note 8):
Goodwill		19,948	18,386
FCC licenses		8,600	8,600
Other		1,405	1,074
		29,953	28,060
Intangible assets subject to amortization, net (note 8)		6,222	5,715
Other assets		1,689	1,861
Total assets	$	43,700	40,828

Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,507	1,116
Current portion of debt		13	17
Deferred revenue		2,356	2,079
Other current liabilities		97	32
Total current liabilities		3,973	3,244
Long-term debt, including $ 2,723 million and $ 2,487 million measured at fair value at June 30, 2019 and December 31, 2018, respectively (note 9)		14,411	13,371
Deferred income tax liabilities		1,824	1,651
Other liabilities		1,011	864
Total liabilities		21,219	19,130

(Continued)

See accompanying notes to condensed consolidated financial statements.

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)


	June 30, 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 102,887,744 shares at June 30, 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 10,255,678 shares at June 30, 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 25,691,922 shares at June 30, 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 9,814,777 shares at June 30, 2019 and 9,821,531 at 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 June 30, 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 2,449,185 shares at June 30, 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 205,466,815 shares at June 30, 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 39,784,180 shares at June 30, 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 202,995,970 shares at June 30, 2019 and 202,887,872 shares at December 31, 2018 (note 2)		2	2
Additional paid-in capital		3,016	2,984
Accumulated other comprehensive earnings (loss), net of taxes		( 25 )	( 38 )
Retained earnings		13,600	13,644
Total stockholders' equity		16,596	16,595
Noncontrolling interests in equity of subsidiaries		5,885	5,103
Total equity		22,481	21,698
Commitments and contingencies (note 11)
Total liabilities and equity	$	43,700	40,828

See accompanying notes to condensed consolidated financial statements.

I-4

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)


	Three months ended			Six months ended
	June 30,			June 30,
	2019		2018	2019	2018
	amounts in millions,
	except per share amounts
Revenue:
SIRIUS XM Holdings revenue	$	1,977	1,432	3,721	2,807
Formula 1 revenue		620	585	866	699
Other revenue		208	182	230	210
Total revenue		2,805	2,199	4,817	3,716
Operating costs and expenses, including stock-based compensation (note 4):
Cost of services (exclusive of depreciation shown separately below):
Revenue share and royalties		600	404	1,092	714
Programming and content		116	105	222	206
Customer service and billing		119	95	232	189
Other		47	33	84	62
Cost of Formula 1 revenue		441	414	589	495
Subscriber acquisition costs		104	119	212	242
Other operating expense		203	124	288	199
Selling, general and administrative		436	300	835	561
Acquisition and other related costs (note 3)		7	—	83	—
Depreciation and amortization		271	231	519	447
		2,344	1,825	4,156	3,115
Operating income (loss)		461	374	661	601
Other income (expense):
Interest expense		( 167 )	( 153 )	( 326 )	( 303 )
Share of earnings (losses) of affiliates, net (note 7)		34	22	14	14
Realized and unrealized gains (losses) on financial instruments, net (note 6)		( 87 )	58	( 185 )	211
Other, net		21	21	29	27
		( 199 )	( 52 )	( 468 )	( 51 )
Earnings (loss) before income taxes		262	322	193	550
Income tax (expense) benefit		( 70 )	( 67 )	( 128 )	( 82 )
Net earnings (loss)		192	255	65	468
Less net earnings (loss) attributable to the noncontrolling interests		76	83	107	165
Net earnings (loss) attributable to Liberty stockholders	$	116	172	( 42 )	303

Net earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	167	165	228	365
Liberty Braves common stock		26	( 2 )	( 45 )	( 54 )
Liberty Formula One common stock		( 77 )	9	( 225 )	( 8 )
	$	116	172	( 42 )	303

(Continued)

See accompanying notes to condensed consolidated financial statements.

I-5

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Continued)

(unaudited)


	Three months ended			Six months ended
	June 30,			June 30,
	2019		2018	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		0.52	0.50	0.71	1.09
Series A, B and C Liberty Braves common stock		0.51	( 0.04 )	( 0.88 )	( 1.06 )
Series A, B and C Liberty Formula One common stock		( 0.33 )	0.04	( 0.97 )	( 0.03 )
Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 3 and 6):
Series A, B and C Liberty SiriusXM common stock		0.52	0.49	0.70	1.08
Series A, B and C Liberty Braves common stock		0.46	( 0.04 )	( 0.88 )	( 1.06 )
Series A, B and C Liberty Formula One common stock		( 0.33 )	0.04	( 0.97 )	( 0.03 )

See accompanying notes to condensed consolidated financial statements.

I-6

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)


	Three months ended			Six months ended
	June 30,			June 30,
	2019		2018	2019	2018
	amounts in millions
Net earnings (loss)	$	192	255	65	468
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		10	( 2 )	19	2
Credit risk on fair value debt instruments gains (losses)		10	( 12 )	( 3 )	( 14 )
Unrealized holding gains (losses) arising during the period		1	( 1 )	3	( 3 )
Share of other comprehensive earnings (loss) of equity affiliates		—	( 18 )	—	( 27 )
Comprehensive earnings (loss)		213	222	84	426
Less comprehensive earnings (loss) attributable to the noncontrolling interests		79	80	113	159
Comprehensive earnings (loss) attributable to Liberty stockholders	$	134	142	( 29 )	267

Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	175	157	242	355
Liberty Braves common stock		27	( 1 )	( 42 )	( 56 )
Liberty Formula One common stock		( 68 )	( 14 )	( 229 )	( 32 )
	$	134	142	( 29 )	267

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)


	Six months ended
	June 30,
	2019		2018
	amounts in millions
Cash flows from operating activities:
Net earnings	$	65	468
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		519	447
Stock-based compensation		162	99
Share of (earnings) loss of affiliates, net		( 14 )	( 14 )
Realized and unrealized (gains) losses on financial instruments, net		185	( 211 )
Noncash interest expense (benefit)		3	( 6 )
Deferred income tax expense (benefit)		115	72
Other, net		—	16
Changes in operating assets and liabilities
Current and other assets		( 83 )	( 99 )
Payables and other liabilities		220	496
Net cash provided (used) by operating activities		1,172	1,268
Cash flows from investing activities:
Investments in equity method affiliates and debt and equity securities		( 20 )	(


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-13

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	I-43
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	I-61
	Item 4. Controls and Procedures	I-61

Part II — Other Information
	Item 1. Legal Proceedings	II-1
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	II-2
	Item 6. Exhibits	II-2

SIGNATURES		II-4