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, 2020


☐	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, 2020 was:


	Series A	Series B	Series C
Liberty SiriusXM common stock	101,421,424	9,808,232	202,410,868
Liberty Braves common stock	10,312,675	981,824	39,929,761
Liberty Formula One common stock	25,834,426	2,448,141	203,442,287

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	March 31, 2020		December 31, 2019
	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	1,801	1,222
Trade and other receivables, net		700	767
Other current assets		488	416
Total current assets		2,989	2,405
Investments in affiliates, accounted for using the equity method (note 7)		1,442	1,625

Property and equipment, at cost		3,803	3,780
Accumulated depreciation		( 1,558 )	( 1,518 )
		2,245	2,262
Intangible assets not subject to amortization (note 8):
Goodwill		19,939	19,939
FCC licenses		8,600	8,600
Other		1,405	1,405
		29,944	29,944
Intangible assets subject to amortization, net (note 8)		5,790	5,940
Other assets		1,508	2,013
Total assets	$	43,918	44,189

Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,308	1,621
Current portion of debt (note 9)		590	60
Deferred revenue		2,585	2,113
Other current liabilities		101	94
Total current liabilities		4,584	3,888
Long-term debt, including $ 2,856 million and $ 3,678 million measured at fair value at March 31, 2020 and December 31, 2019, respectively (note 9)		14,553	15,416
Deferred income tax liabilities		1,964	1,913
Other liabilities		1,115	1,047
Total liabilities		22,216	22,264

(Continued)

See accompanying notes to condensed consolidated financial statements.

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)


	March 31, 2020		December 31, 2019
	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 101,421,424 shares at March 31, 2020 and 103,339,016 shares at December 31, 2019 (note 2)		1	1
Series A Liberty Braves common stock, $ .01 par value. Authorized 200,000,000 shares; issued and outstanding 10,312,675 shares at March 31, 2020 and 10,312,639 shares at December 31, 2019 (note 2)		—	—
Series A Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares; issued and outstanding 25,834,426 shares at March 31, 2020 and 25,834,334 shares at December 31, 2019 (note 2)		—	—
Series B Liberty SiriusXM common stock, $ .01 par value. Authorized 75,000,000 shares; issued and outstanding 9,808,232 shares at March 31, 2020 and 9,808,601 at December 31, 2019 (note 2)		—	—
Series B Liberty Braves common stock, $ .01 par value. Authorized 7,500,000 shares; issued and outstanding 981,824 shares at March 31, 2020 and 981,860 at December 31, 2019 (note 2)		—	—
Series B Liberty Formula One common stock, $ .01 par value. Authorized 18,750,000 shares; issued and outstanding 2,448,141 shares at March 31, 2020 and 2,448,233 shares at December 31, 2019 (note 2)		—	—
Series C Liberty SiriusXM common stock, $ .01 par value. Authorized 2,000,000,000 shares; issued and outstanding 202,408,714 shares at March 31, 2020 and 203,324,574 shares at December 31, 2019 (note 2)		2	2
Series C Liberty Braves common stock, $ .01 par value. Authorized 200,000,000 shares; issued and outstanding 39,929,491 shares at March 31, 2020 and 39,894,784 shares at December 31, 2019 (note 2)		—	—
Series C Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares; issued and outstanding 203,439,060 shares at March 31, 2020 and 203,366,419 shares at December 31, 2019 (note 2)		2	2
Additional paid-in capital		2,371	2,575
Accumulated other comprehensive earnings (loss), net of taxes		120	( 33 )
Retained earnings		13,671	13,748
Total stockholders' equity		16,167	16,295
Noncontrolling interests in equity of subsidiaries		5,535	5,630
Total equity		21,702	21,925
Commitments and contingencies (note 10)
Total liabilities and equity	$	43,918	44,189

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,
	2020		2019
	amounts in millions,
	except per share amounts
Revenue:
Sirius XM Holdings revenue	$	1,952	1,744
Formula 1 revenue		39	246
Other revenue		22	22
Total revenue		2,013	2,012
Operating costs and expenses, including stock-based compensation (note 4):
Cost of services (exclusive of depreciation shown separately below):
Revenue share and royalties		570	492
Programming and content		118	106
Customer service and billing		118	113
Other		44	37
Cost of Formula 1 revenue		43	148
Subscriber acquisition costs		99	108
Other operating expense		100	85
Selling, general and administrative		408	399
Acquisition and other related costs (note 3)		—	76
Depreciation and amortization		267	248
		1,767	1,812
Operating income (loss)		246	200
Other income (expense):
Interest expense		( 164 )	( 159 )
Share of earnings (losses) of affiliates, net (note 7)		( 62 )	( 20 )
Realized and unrealized gains (losses) on financial instruments, net (note 6)		1	( 98 )
Other, net		17	8
		( 208 )	( 269 )
Earnings (loss) before income taxes		38	( 69 )
Income tax (expense) benefit		( 36 )	( 58 )
Net earnings (loss)		2	( 127 )
Less net earnings (loss) attributable to the noncontrolling interests		78	31
Net earnings (loss) attributable to Liberty stockholders	$	( 76 )	( 158 )

Net earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	214	61
Liberty Braves common stock		53	( 71 )
Liberty Formula One common stock		( 343 )	( 148 )
	$	( 76 )	( 158 )

(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
	March 31,
	2020		2019
Basic net earnings (loss) attributable to Liberty stockholders per common share (notes 3 and 6):
Series A, B and C Liberty SiriusXM common stock		0.68	0.19
Series A, B and C Liberty Braves common stock		1.04	( 1.39 )
Series A, B and C Liberty Formula One common stock		( 1.48 )	( 0.64 )
Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 3 and 6):
Series A, B and C Liberty SiriusXM common stock		0.57	0.19
Series A, B and C Liberty Braves common stock		( 0.69 )	( 1.39 )
Series A, B and C Liberty Formula One common stock		( 1.48 )	( 0.64 )

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,
	2020		2019
	amounts in millions
Net earnings (loss)	$	2	( 127 )
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		( 37 )	9
Credit risk on fair value debt instruments gains (losses)		216	( 13 )
Unrealized holding gains (losses) arising during the period		( 6 )	2
Share of other comprehensive earnings (loss) of equity affiliates		( 30 )	—
Comprehensive earnings (loss)		145	( 129 )
Less comprehensive earnings (loss) attributable to the noncontrolling interests		68	34
Comprehensive earnings (loss) attributable to Liberty stockholders	$	77	( 163 )

Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	274	67
Liberty Braves common stock		47	( 69 )
Liberty Formula One common stock		( 244 )	( 161 )
	$	77	( 163 )

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,
	2020		2019
	amounts in millions
Cash flows from operating activities:
Net earnings	$	2	( 127 )
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		267	248
Stock-based compensation		67	86
Share of (earnings) loss of affiliates, net		62	20
Realized and unrealized (gains) losses on financial instruments, net		( 1 )	98
Deferred income tax expense (benefit)		39	54
Other, net		10	5
Changes in operating assets and liabilities
Current and other assets		( 34 )	( 19 )
Payables and other liabilities		145	284
Net cash provided (used) by operating activities		557	649
Cash flows from investing activities:
Investments in equity method affiliates and debt and equity securities		( 82 )	( 11 )
Return of investment in equity method affiliates		105	—
Cash proceeds from sale of investments		10	72
Cash (paid) received for acquisitions, net of cash acquired		—	313
Capital expended for property and equipment, including internal-use software and website development		( 88 )	( 113 )
Other investing activities, net		( 3 )	( 7 )
Net cash provided (used) by investing activities		( 58 )	254
Cash flows from financing activities:
Borrowings of debt		853	913
Repayments of debt		( 372 )	( 741 )
Liberty SiriusXM stock repurchases		( 138 )	( 222 )
Subsidiary shares repurchased by subsidiary		( 243 )	( 576 )
Cash dividends paid by subsidiary		( 17 )	( 19 )
Taxes paid in lieu of shares issued for stock-based compensation		( 38 )	( 40 )
Other financing activities, net		( 7 )	—
Net cash provided (used) by financing activities		38	( 685 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		( 8 )	1
Net increase (decrease) in cash, cash equivalents and restricted cash		529	219
Cash, cash equivalents and restricted cash at beginning of period		1,306	452
Cash, cash equivalents and restricted cash at end of period	$	1,835	671

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,
	2020		2019
	amounts in millions
Cash and cash equivalents	$	1,801	1,222
Restricted cash included in other current assets		9	57
Restricted cash included in other assets		25	27
Total cash and cash equivalents and restricted cash at end of period	$	1,835	1,306

See accompanying notes to condensed consolidated financial statements.

I-8

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

(unaudited)

Three Months ended March 31, 2020


	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, 2020	$	—	1	—	2	—	—	—	—	—	2	2,575	( 33 )	13,748	5,630	21,925
Net earnings		—	—	—	—	—	—	—	—	—	—	—	—	( 76 )	78	2
Other comprehensive earnings (loss)		—	—	—	—	—	—	—	—	—	—	—	153	—	( 10 )	143
Stock-based compensation		—	—	—	—	—	—	—	—	—	—	54	—	—	17	71
Withholding taxes on net share settlements of stock-based compensation		—	—	—	—	—	—	—	—	—	—	( 38 )	—	—	—	( 38 )
Liberty SiriusXM stock repurchases		—	—	—	—	—	—	—	—	—	—	( 138 )	—	—	—	( 138 )
Shares repurchased by subsidiary		—	—	—	—	—	—	—	—	—	—	( 60 )	—	—	( 183 )	( 243 )
Shares issued by subsidiary		—	—	—	—	—	—	—	—	—	—	( 20 )	—	—	20	—
Other, net		—	—	—	—	—	—	—


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-38
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	I-55
	Item 4. Controls and Procedures	I-56

Part II — Other Information
	Item 1. Legal Proceedings	II-1
	Item 1A. Risk Factors	II-1
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	II-3
	Item 6. Exhibits	II-4

SIGNATURES		II-5