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, 2021


☐	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, 2021 was:


	Series A	Series B	Series C
Liberty SiriusXM common stock	96,555,203	9,802,232	224,108,617
Liberty Braves common stock	10,313,772	981,494	40,987,860
Liberty Formula One common stock	24,792,549	2,445,895	203,864,999

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	September 30, 2021		December 31, 2020

	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	2,858	2,831
Trade and other receivables, net		812	823
Other current assets		920	376
Total current assets		4,590	4,030
Investments in affiliates, accounted for using the equity method (note 6)		1,016	1,018

Property and equipment, at cost		3,981	4,017
Accumulated depreciation		( 1,950 )	( 1,778 )
		2,031	2,239
Intangible assets not subject to amortization (note 7):
Goodwill		19,247	19,218
FCC licenses		8,600	8,600
Other		1,385	1,385
		29,232	29,203
Intangible assets subject to amortization, net (note 7)		4,933	5,378
Other assets		2,617	2,136
Total assets	$	44,419	44,004

Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,518	1,583
Current portion of debt, including $ 2,561 million and $ 684 million measured at fair value, respectively (note 8)		2,573	743
Deferred revenue		1,994	2,070
Other current liabilities		103	94
Total current liabilities		6,188	4,490
Long-term debt, including $ 2,152 million and $ 3,861 million measured at fair value, respectively (note 8)		15,525	16,686
Deferred income tax liabilities		2,220	2,126
Other liabilities		1,017	1,101
Total liabilities		24,950	24,403

(Continued)

See accompanying notes to condensed consolidated financial statements.

I-3

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)


	September 30, 2021		December 31, 2020

	amounts in millions,
	except share amounts
Redeemable noncontrolling interests in equity of subsidiary (note 9)		575	—

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 96,988,226 shares at September 30, 2021 and 99,383,666 shares at December 31, 2020 (note 2)		1	1
Series A Liberty Braves common stock, $ .01 par value. Authorized 200,000,000 shares; issued and outstanding 10,313,772 shares at September 30, 2021 and 10,312,670 shares at December 31, 2020 (note 2)		—	—
Series A Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares; issued and outstanding 24,792,549 shares at September 30, 2021 and 25,835,838 shares at December 31, 2020 (note 2)		—	—
Series B Liberty SiriusXM common stock, $ .01 par value. Authorized 75,000,000 shares; issued and outstanding 9,802,232 shares at September 30, 2021 and 9,802,237 at December 31, 2020 (note 2)		—	—
Series B Liberty Braves common stock, $ .01 par value. Authorized 7,500,000 shares; issued and outstanding 981,494 shares at September 30, 2021 and 981,778 at December 31, 2020 (note 2)		—	—
Series B Liberty Formula One common stock, $ .01 par value. Authorized 18,750,000 shares; issued and outstanding 2,445,895 shares at September 30, 2021 and 2,446,606 shares at December 31, 2020 (note 2)		—	—
Series C Liberty SiriusXM common stock, $ .01 par value. Authorized 2,000,000,000 shares; issued and outstanding 224,323,239 shares at September 30, 2021 and 229,575,090 shares at December 31, 2020 (note 2)		2	2
Series C Liberty Braves common stock, $ .01 par value. Authorized 200,000,000 shares; issued and outstanding 40,987,548 shares at September 30, 2021 and 40,958,175 shares at December 31, 2020 (note 2)		—	—
Series C Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares; issued and outstanding 203,864,395 shares at September 30, 2021 and 203,538,477 shares at December 31, 2020 (note 2)		2	2
Additional paid-in capital		1,971	2,688
Accumulated other comprehensive earnings (loss), net of taxes		( 14 )	78
Retained earnings		12,949	12,320
Total stockholders' equity		14,911	15,091
Noncontrolling interests in equity of subsidiaries		3,983	4,510
Total equity		18,894	19,601
Commitments and contingencies (note 10)
Total liabilities and equity	$	44,419	44,004

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,
	2021		2020	2021	2020

	amounts in millions,
	except per share amounts
Revenue:
Sirius XM Holdings revenue	$	2,198	2,025	6,415	5,851
Formula 1 revenue		668	597	1,349	660
Other revenue		234	110	466	143
Total revenue		3,100	2,732	8,230	6,654
Operating costs and expenses, including stock-based compensation (note 3):
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below):
Revenue share and royalties		671	602	1,974	1,759
Programming and content		142	123	407	351
Customer service and billing		128	119	372	359
Other		57	51	167	142
Cost of Formula 1 revenue		449	551	931	610
Subscriber acquisition costs		70	110	245	257
Other operating expense		221	154	513	339
Selling, general and administrative		481	423	1,336	1,221
Impairment, restructuring and acquisition costs, net of recoveries (note 10)		( 95 )	—	13	24
Depreciation and amortization		274	279	806	812
		2,398	2,412	6,764	5,874
Operating income (loss)		702	320	1,466	780
Other income (expense):
Interest expense		( 168 )	( 153 )	( 484 )	( 480 )
Share of earnings (losses) of affiliates, net (note 6)		9	( 187 )	( 134 )	( 442 )
Realized and unrealized gains (losses) on financial instruments, net (note 5)		( 40 )	16	66	( 163 )
Gains (losses) on dilution of investment in affiliate (note 6)		142	—	152	1
Other, net		( 72 )	( 32 )	( 54 )	( 2 )
		( 129 )	( 356 )	( 454 )	( 1,086 )
Earnings (loss) before income taxes		573	( 36 )	1,012	( 306 )
Income tax (expense) benefit		( 173 )	( 7 )	( 98 )	3
Net earnings (loss)		400	( 43 )	914	( 303 )
Less net earnings (loss) attributable to the noncontrolling interests		74	71	234	213
Less net earnings (loss) attributable to redeemable noncontrolling interest (note 9)		( 2 )	—	51	—
Net earnings (loss) attributable to Liberty stockholders	$	328	( 114 )	629	( 516 )

Net earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	342	12	668	138
Liberty Braves common stock		36	( 31 )	2	( 16 )
Liberty Formula One common stock		( 50 )	( 95 )	( 41 )	( 638 )
	$	328	( 114 )	629	( 516 )

(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			Nine months ended
	September 30,			September 30,
	2021		2020	2021	2020
Basic net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4):
Series A, B and C Liberty SiriusXM common stock		1.03	0.03	1.99	0.42
Series A, B and C Liberty Braves common stock		0.69	( 0.61 )	0.04	( 0.31 )
Series A, B and C Liberty Formula One common stock		( 0.22 )	( 0.41 )	( 0.18 )	( 2.75 )
Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4):
Series A, B and C Liberty SiriusXM common stock		1.02	0.03	1.98	0.31
Series A, B and C Liberty Braves common stock		0.39	( 0.61 )	0.04	( 1.57 )
Series A, B and C Liberty Formula One common stock


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-10
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited)		I-14

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	I-48
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	I-68
	Item 4. Controls and Procedures	I-69

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-1
	Item 6. Exhibits	II-2

SIGNATURES		II-3