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, 2022


☐	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, 2022 was:


	Series A	Series B	Series C
Liberty SiriusXM common stock	98,886,612	9,802,232	220,407,124
Liberty Braves common stock	10,313,703	981,494	41,562,516
Liberty Formula One common stock	23,973,053	2,445,666	205,807,819

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	March 31, 2022		December 31, 2021

	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	3,286	2,814
Trade and other receivables, net		841	828
Other current assets		1,043	1,170
Total current assets		5,170	4,812
Investments in affiliates, accounted for using the equity method (note 6)		947	945

Property and equipment, at cost		4,055	4,027
Accumulated depreciation		(2,054)	(2,017)
		2,001	2,010
Intangible assets not subject to amortization (note 7):
Goodwill		19,272	19,248
FCC licenses		8,600	8,600
Other		1,366	1,385
		29,238	29,233
Intangible assets subject to amortization, net (note 7)		4,680	4,797
Other assets		2,483	2,554
Total assets	$	44,519	44,351

Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,512	1,832
Current portion of debt, including $2,149 million and $2,850 million measured at fair value, respectively (note 8)		2,584	2,891
Deferred revenue		2,143	1,790
Other current liabilities		123	97
Total current liabilities		6,362	6,610
Long-term debt, including $2,306 million and $2,372 million measured at fair value, respectively (note 8)		16,467	15,699
Deferred income tax liabilities		2,230	2,218
Other liabilities		932	987
Total liabilities	$	25,991	25,514

(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, 2022		December 31, 2021

	amounts in millions,
	except share amounts
Redeemable noncontrolling interests in equity of subsidiary (note 9)	$	575	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 99,281,712 shares at March 31, 2022 and 101,623,360 shares at December 31, 2021 (note 2)		1	1
Series A Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 10,313,703 shares at March 31, 2022 and 10,313,703 shares at December 31, 2021 (note 2)		—	—
Series A Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 23,973,053 shares at March 31, 2022 and 24,638,242 shares at December 31, 2021 (note 2)		—	—
Series B Liberty SiriusXM common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 9,802,232 shares at March 31, 2022 and 9,802,232 at December 31, 2021 (note 2)		—	—
Series B Liberty Braves common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 981,494 shares at March 31, 2022 and 981,494 at December 31, 2021 (note 2)		—	—
Series B Liberty Formula One common stock, $.01 par value. Authorized 18,750,000 shares; issued and outstanding 2,445,666 shares at March 31, 2022 and 2,445,895 shares at December 31, 2021 (note 2)		—	—
Series C Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 221,169,270 shares at March 31, 2022 and 222,874,721 shares at December 31, 2021 (note 2)		2	2
Series C Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 41,562,406 shares at March 31, 2022 and 41,494,524 shares at December 31, 2021 (note 2)		—	—
Series C Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 205,651,678 shares at March 31, 2022 and 205,107,088 shares at December 31, 2021 (note 2)		2	2
Additional paid-in capital		1,654	1,954
Accumulated other comprehensive earnings (loss), net of taxes		13	(5)
Retained earnings		12,991	12,718
Total stockholders' equity		14,663	14,672
Noncontrolling interests in equity of subsidiaries		3,290	3,590
Total equity		17,953	18,262
Commitments and contingencies (note 10)
Total liabilities and equity	$	44,519	44,351

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,
	2022		2021

	amounts in millions,
	except per share amounts
Revenue:
Sirius XM Holdings revenue	$	2,186	2,058
Formula 1 revenue		360	180
Other revenue		23	16
Total revenue		2,569	2,254
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		670	640
Programming and content		140	130
Customer service and billing		125	117
Other		54	52
Cost of Formula 1 revenue		195	84
Subscriber acquisition costs		90	86
Other operating expense		90	84
Selling, general and administrative		482	410
Impairment, restructuring and acquisition costs, net of recoveries (note 10)		—	245
Depreciation and amortization		260	264
		2,106	2,112
Operating income (loss)		463	142
Other income (expense):
Interest expense		(157)	(158)
Share of earnings (losses) of affiliates, net (note 6)		(14)	(95)
Realized and unrealized gains (losses) on financial instruments, net (note 5)		59	(49)
Other, net		45	15
		(67)	(287)
Earnings (loss) before income taxes		396	(145)
Income tax (expense) benefit		(100)	131
Net earnings (loss)		296	(14)
Less net earnings (loss) attributable to the noncontrolling interests		65	49
Less net earnings (loss) attributable to redeemable noncontrolling interest (note 9)		(9)	53
Net earnings (loss) attributable to Liberty stockholders	$	240	(116)

Net earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	288	(11)
Liberty Braves common stock		(13)	(59)
Liberty Formula One common stock		(35)	(46)
	$	240	(116)

(Continued)

See accompanying notes to condensed consolidated financial statements.

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)


	Three months ended
	March 31,
	2022		2021

	amounts in millions
Net earnings (loss)	$	296	(14)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		9	4
Credit risk on fair value debt instruments gains (losses)		5	(48)
Unrealized holding gains (losses) arising during the period		4	(1)
Share of other comprehensive earnings (loss) of equity affiliates		13	1
Recognition of previously unrealized (gains) losses on debt		(11)	—
Comprehensive earnings (loss)		316	(58)
Less comprehensive earnings (loss) attributable to the noncontrolling interests		67	50
Less comprehensive earnings (loss) attributable to redeemable noncontrolling interest (note 9)		(9)	53
Comprehensive earnings (loss) attributable to Liberty stockholders	$	258	(161)

Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock	$	304	(48)
Liberty Braves common stock		(9)	(60)
Liberty Formula One common stock		(37)	(53)
	$	258	(161)

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,
	2022		2021

	amounts in millions
Cash flows from operating activities:
Net earnings (loss)	$	296	(14)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization		260	264
Stock-based compensation		55	63
Non-cash impairment and restructuring costs		—	245
Share of (earnings) loss of affiliates, net		14	95
Realized and unrealized (gains) losses on financial instruments, net		(59)	49
Deferred income tax expense (benefit)		55	(143)
Other, net		(33)	(1)
Changes in operating assets and liabilities
Current and other assets		(114)	(8)
Payables and other liabilities		77	(53)
Net cash provided (used) by operating activities		551	497
Cash flows from investing activities:
Investments in equity method affiliates and debt and equity securities		(9)	(58)
Investment of subsidiary initial public offering proceeds into trust account		—	(575)
Cash proceeds from dispositions		97	—
Capital expended for property and equipment, including internal-use software and website development		(111)	(91)
Other investing activities, net		34	8
Net cash provided (used) by investing activities		11	(716)
Cash flows from financing activities:
Borrowings of debt		1,755	1,090
Repayments of debt		(1,242)	(593)
Liberty stock repurchases		(239)	(107)
Subsidiary shares repurchased by subsidiary		(206)	(522)
Cash dividends paid by subsidiary		(201)	(14)
Taxes paid in lieu of shares issued for stock-based compensation		(35)	(22)
Proceeds from initial public offering of subsidiary		—	575
Other financing activities, net		4	(24)
Net cash provided (used) by financing activities		(164)	383
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		(2)	(2)
Net increase (decrease) in cash, cash equivalents and restricted cash		396	162
Cash, cash equivalents and restricted cash at beginning of period		2,924	2,877
Cash, cash equivalents and restricted cash at end of period	$	3,320	3,039

I-8

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

(unaudited)

Three Months ended March 31, 2022


	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, 2022	$	—	1	—	2	—	—	—	—	—	2	1,954	(5)	12,718	3,590	18,262
Net earnings (loss) (excludes net earnings (loss) attributable to redeemable noncontrolling interest) (note 9)		—	—	—	—	—	—	—	—	—	—	—	—	240	56	296
Other comprehensive earnings (loss)		—	—	—	—	—	—	—	—	—	—	—	18	—	2	20
Stock-based compensation		—	—	—	—	—	—	—	—	—	—	50	—	—	10	60
Withholding taxes on net share settlements of stock-based compensation		—	—	—	—	—	—	—	—	—	—	(35)	—	—	—	(35)
Liberty stock repurchases		—	—	—	—	—	—	—	—	—	—	(239)	—	—	—	(239)
Shares repurchased by subsidiary		—	—	—	—	—	—	—	—	—	—	(50)	—	—	(150)	(200)
Shares issued by subsidiary		—	—	—	—	—	—	—	—	—	—	(15)	—	—	15	—
Dividends paid by subsidiary		—	—	—	—	—	—	—	—	—	—	—	—	—	(201)	(201)
Other, net		—	—	—	—	—	—	—	—	—	—	(11)	—	33	(32)	(10)
Balance at March 31, 2022	$	—	1	—	2	—	—	—	—	—	2	1,654	13	12,991	3,290	17,953

See accompanying notes to condensed consolidated financial statements.

I-10

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

(unaudited)

Three Months ended March 31, 2021


	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, 2021	$	—	1	—	2	—	—	—	—	—	2	2,688	78	12,320	4,510	19,601
Net earnings (loss) (excludes net earnings (loss) attributable to redeemable noncontrolling interest) (note 9)		—	—	—	—	—	—	—	—	—	—	—	—	(116)	49	(67)
Other comprehensive earnings (loss)		—	—	—	—	—	—	—	—	—	—	—	(45)	—	1	(44)


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-12

	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-59
	Item 4. Controls and Procedures	I-60

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


	Three months ended
	March 31,
	2022		2021
Basic net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4):
Series A, B and C Liberty SiriusXM common stock		0.87	(0.03)
Series A, B and C Liberty Braves common stock		(0.25)	(1.13)
Series A, B and C Liberty Formula One common stock		(0.15)	(0.20)
Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4):
Series A, B and C Liberty SiriusXM common stock		0.82	(0.03)
Series A, B and C Liberty Braves common stock		(0.25)	(1.13)
Series A, B and C Liberty Formula One common stock		(0.15)	(0.20)


	March 31,		December 31,
	2022		2021

	amounts in millions
Cash and cash equivalents	$	3,286	2,814
Restricted cash included in other current assets		12	88
Restricted cash included in other assets		22	22
Total cash and cash equivalents and restricted cash at end of period	$	3,320	2,924