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 September 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 October 31, 2019 was:


	Series A	Series B	Series C
Liberty SiriusXM common stock	102,945,936	9,810,777	203,451,287
Liberty Braves common stock	10,268,578	981,860	39,804,955
Liberty Formula One common stock	25,714,567	2,448,903	203,051,529

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	September 30, 2019		December 31, 2018
	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	694	358
Trade and other receivables, net		778	364
Other current assets		464	360
Total current assets		1,936	1,082
Investments in affiliates, accounted for using the equity method (note 7)		1,698	1,641

Property and equipment, at cost		3,714	3,765
Accumulated depreciation		( 1,484 )	( 1,296 )
		2,230	2,469
Intangible assets not subject to amortization (note 8):
Goodwill		19,952	18,386
FCC licenses		8,600	8,600
Other		1,405	1,074
		29,957	28,060
Intangible assets subject to amortization, net (note 8)		6,079	5,715
Other assets		1,745	1,861
Total assets	$	43,645	40,828

Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,537	1,116
Deferred revenue		2,235	2,079
Other current liabilities		110	49
Total current liabilities		3,882	3,244
Long-term debt, including $ 2,812 million and $ 2,487 million measured at fair value at September 30, 2019 and December 31, 2018, respectively (note 9)		14,707	13,371
Deferred income tax liabilities		1,872	1,651
Other liabilities		1,006	864
Total liabilities		21,467	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)


	September 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 102,943,929 shares at September 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 10,268,578 shares at September 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 25,714,464 shares at September 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 9,810,777 shares at September 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 September 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 2,449,006 shares at September 30, 2019 and 2,453,485 shares at December 31, 2018 (note 2)		—	—
Series C Liberty SiriusXM common stock, $ .01 par value. Authorized 2,000,000,000 shares; issued and outstanding 203,862,820 shares at September 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 39,803,452 shares at September 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 203,046,842 shares at September 30, 2019 and 202,887,872 shares at December 31, 2018 (note 2)		2	2
Additional paid-in capital		2,780	2,984
Accumulated other comprehensive earnings (loss), net of taxes		( 61 )	( 38 )
Retained earnings		13,793	13,644
Total stockholders' equity		16,517	16,595
Noncontrolling interests in equity of subsidiaries		5,661	5,103
Total equity		22,178	21,698
Commitments and contingencies (note 11)
Total liabilities and equity	$	43,645	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			Nine months ended
	September 30,			September 30,
	2019		2018	2019	2018
	amounts in millions,
	except per share amounts
Revenue:
SIRIUS XM Holdings revenue	$	2,011	1,468	5,732	4,275
Formula 1 revenue		633	647	1,499	1,346
Other revenue		212	200	442	410
Total revenue		2,856	2,315	7,673	6,031
Operating costs and expenses, including stock-based compensation (note 4):
Cost of services (exclusive of depreciation shown separately below):
Revenue share and royalties		592	343	1,684	1,057
Programming and content		116	97	338	303
Customer service and billing		120	95	352	284
Other		52	30	136	92
Cost of Formula 1 revenue		434	450	1,023	945
Subscriber acquisition costs		101	110	313	352
Other operating expense		223	137	511	336
Selling, general and administrative		440	288	1,275	849
Acquisition and other related costs (note 3)		—	—	83	—
Depreciation and amortization		271	234	790	681
		2,349	1,784	6,505	4,899
Operating income (loss)		507	531	1,168	1,132
Other income (expense):
Interest expense		( 169 )	( 150 )	( 495 )	( 453 )
Share of earnings (losses) of affiliates, net (note 7)		55	58	69	72
Realized and unrealized gains (losses) on financial instruments, net (note 6)		14	( 31 )	( 171 )	180
Other, net		( 47 )	10	( 18 )	37
		( 147 )	( 113 )	( 615 )	( 164 )
Earnings (loss) before income taxes		360	418	553	968
Income tax (expense) benefit		( 98 )	( 52 )	( 226 )	( 134 )
Net earnings (loss)		262	366	327	834
Less net earnings (loss) attributable to the noncontrolling interests		69	98	176	263
Net earnings (loss) attributable to Liberty stockholders	$	193	268	151	571

Net earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	140	185	368	550
Liberty Braves common stock		12	41	( 33 )	( 13 )
Liberty Formula One common stock		41	42	( 184 )	34
	$	193	268	151	571

(Continued)

See accompanying notes to condensed consolidated financial statements.

I-5

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Continued)

(unaudited)


	Three months ended			Nine months ended
	September 30,			September 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		0.44	0.56	1.15	1.65
Series A, B and C Liberty Braves common stock		0.24	0.80	( 0.65 )	( 0.25 )
Series A, B and C Liberty Formula One common stock		0.18	0.18	( 0.80 )	0.15
Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 3 and 6):
Series A, B and C Liberty SiriusXM common stock		0.44	0.55	1.14	1.63
Series A, B and C Liberty Braves common stock		0.16	0.80	( 0.65 )	( 0.25 )
Series A, B and C Liberty Formula One common stock		0.18	0.18	( 0.80 )	0.15

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			Nine months ended
	September 30,			September 30,
	2019		2018	2019	2018
	amounts in millions
Net earnings (loss)	$	262	366	327	834
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		( 8 )	10	11	( 11 )
Credit risk on fair value debt instruments gains (losses)		( 23 )	( 10 )	( 26 )	( 24 )
Unrealized holding gains (losses) arising during the period		1	—	4	( 3 )
Share of other comprehensive earnings (loss) of equity affiliates		( 8 )	( 3 )	( 8 )	( 7 )
Comprehensive earnings (loss)		224	363	308	789
Less comprehensive earnings (loss) attributable to the noncontrolling interests		67	101	180	260
Comprehensive earnings (loss) attributable to Liberty stockholders	$	157	262	128	529

Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	132	191	374	544
Liberty Braves common stock		13	40	( 29 )	( 16 )
Liberty Formula One common stock		12	31	( 217 )	1
	$	157	262	128	529

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)


	Nine months ended
	September 30,
	2019		2018
	amounts in millions
Cash flows from operating activities:
Net earnings	$	327	834
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		790	681
Stock-based compensation		238	145
Share of (earnings) loss of affiliates, net		( 69 )	( 72 )
Realized and unrealized (gains) losses on financial instruments, net		171	( 180 )
Noncash interest expense (benefit)		7	( 6 )
Deferred income tax expense (benefit)		196	132
Other, net		61	13
Changes in operating assets and liabilities
Current and other assets		( 61 )	( 119 )
Payables and other liabilities		110	207
Net cash provided (used) by operating activities		1,770	1,635
Cash flows from investing activities:
Investments in equity method affiliates and debt and equity securities		( 25 )	( 403 )
Cash proceeds from sale of investments


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-63
	Item 4. Controls and Procedures	I-64

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