Liberty Media Corp
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
FWONK$108.94+0.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
Included in Part II of this Report:
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| Liberty Media Corporation: | | |
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| Reports of Independent Registered Public Accounting Firm (KPMG LLP, Denver, CO, Auditor Firm ID: 185) | | II-20 |
| Consolidated Balance Sheets, December 31, 2024 and 2023 | | II-24 |
| Consolidated Statements of Operations, Years ended December 31, 2024, 2023 and 2022 | | II-26 |
| Consolidated Statements of Comprehensive Earnings (Loss), Years ended December 31, 2024, 2023 and 2022 | | II-28 |
| Consolidated Statements of Cash Flows, Years Ended December 31, 2024, 2023 and 2022 | | II-29 |
| Consolidated Statements of Equity, Years ended December 31, 2024, 2023 and 2022 | | II-30 |
| Notes to Consolidated Financial Statements, December 31, 2024, 2023 and 2022 | | II-31 |
(a)(2) Financial Statement Schedules
(i) All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto.
(ii) The audited consolidated financial statements of Live Nation Entertainment, Inc. as of December 31, 2024 and 2023, and for each of the years ended December 31, 2024, 2023 and 2022, as well as the accompanying notes thereto and the Report of Independent Registered Public Accounting Firm, are contained in Live Nation Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 and are incorporated herein by reference as Exhibit 99.2.
(a)(3) Exhibits
Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):
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| 2.1 | Reorganization Agreement by and among the Registrant, Liberty Sirius XM Holdings Inc. and Sirius XM Holdings Inc., dated as of December 11, 2023 (incorporated by reference to Exhibit 10.1 to the December 2023 8-K). |
| 2.2 | First Amendment to Reorganization Agreement, dated as of June 16, 2024, by and among Liberty Media Corporation, Sirius XM Holdings Inc. and Liberty Sirius XM Holdings Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 17, 2024 (File No. 001-35707)). |
| 2.3 | Reorganization Agreement, dated as of June 28, 2023, by and between the Registrant and Atlanta Braves Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed by the Registrant on July 18, 2023 (File No. 001-35707) (the “July 2023 8-K”)). |
| 2.4 | Share Purchase Agreement, dated as of March 29, 2024, by and among Liberty Media Corporation, Libertad Especia, S.L.U, Global Racing LX2 S.à.r.l., Global Racing LX1 S.à.r.l., and the other sellers named therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on April 1, 2024 (File No. 001-35707) (the “April 2024 8-K”)). |
| 3—Articles of Incorporation and Bylaws: | |
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| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on August 3, 2023 (File No. 001-35707) (the “August 2023 8-K”)). |
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| 3.2 | Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on August 15, 2024 (File No. 001-35707)). |
| 4—Instruments Defining the Rights of Securities Holders, including Indentures: | |
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| 4.1 | Specimen certificate for shares of the Registrant’s Series A Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.7 to the 2023 Form S-4. |
| 4.2 | Specimen certificate for shares of the Registrant’s Series B Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.8 to the 2023 Form S-4). |
| 4.3 | Specimen certificate for shares of the Registrant’s Series C Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.9 to the 2023 Form S-4). |
| 4.4 | Specimen certificate for shares of the Registrant’s Series A Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.4 to the 2023 Form S-4). |
| 4.5 | Specimen certificate for shares of the Registrant’s Series B Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.5 to the 2023 Form S-4). |
| 4.6 | Specimen certificate for shares of the Registrant’s Series C Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.6 to the 2023 Form S-4). |
| 4.7 | Indenture dated as of October 17, 2013 among the Registrant, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 5, 2013 (File No. 001-35707)). |
| 4.8 | Supplemental Indenture, dated as of April 15, 2016, among the Registrant, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Form 8-K filed on April 20, 2016 (File No. 001-35707)). |
| 4.9 | Second Supplemental Indenture, dated as of August 3, 2023, among the Registrant, as issuer, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the August 2023 8-K). |
| 4.10 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.* |
| 4.11 | The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith. |
| 10—Material Contracts: | |
| 10.1+ | Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015) (the “2013 Plan”) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015 (File No. 001-35707)). |
| 10.2+ | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 28, 2014 (File No. 001-35707) (the “2013 10-K”)). |
| 10.3+ | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the 2013 10-K). |
| 10.4+ | Form of Non-Qualified Stock Option Agreement under the 2013 Plan granted to certain designated award recipients during 2016 and 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 1, 2018 (File No. 001-35707) (the “2017 10-K”)). |
| 10.5+ | Form of Non-Qualified Stock Option Agreement under the 2011 Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 10.4 to Starz’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012 (File No. 001-35294)). |
| 10.6+ | Liberty Media Corporation 2006 Deferred Compensation Plan (Amended and Restated as of January 1, 2016) (incorporated by reference to Exhibit 10.9 to the 2015 10-K). |
| 10.7+ | Amendment to the Liberty Media Corporation 2006 Deferred Compensation Plan (Amended and Restated as of January 1, 2016) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 9, 2017 (File No. 001-35707)). |
| 10.8+ | Services Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and the Registrant (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.5 to the Starz S-4). |
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| 10.9+ | Restated and Amended Employment Agreement dated November 1, 1992, between Tele-Communications, Inc. and John C. Malone (assumed by Liberty Media LLC as of March 9, 1999), and the amendment thereto dated June 30, 1999 and effective as of March 9, 1999, between Liberty Media LLC and John C. Malone (collectively, the “Malone Employment Agreement” (assumed, as amended, by the Registrant as of January 10, 2013)) (incorporated by reference to Exhibit 10.11 to QVC Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 25, 2010 (File No. 001-33982) (the “Liberty Interactive 2009 10-K”)). |
| 10.10+ | Second Amendment to Malone Employment Agreement effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to the Liberty Interactive 2009 10-K). |
| 10.11+ | Third Amendment to Malone Employment Agreement effective January 1, 2007 (incorporated by reference to Exhibit 10.13 to QVC Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (File No. 001-33982) (the “Liberty Interactive 2008 10-K”)). |
| 10.12+ | Fourth Amendment to Malone Employment Agreement effective January 1, 2009 (incorporated by reference to Exhibit 10.14 to the Liberty Interactive 2008 10-K). |
| 10.13+ | Liberty Media Corporation Nonemployee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015 (File No. 001-35707)). |
| 10.14+ | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.55 to the 2015 10-K). |
| 10.15+ | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.56 to the 2015 10-K). |
| 10.16+ | Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”) (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 20, 2017 (File No. 001-35707)). |
| 10.17+ | Form of 2017 Term Option Agreement under the 2013 Incentive Plan (BATRK and FWONK) for Gregory B. Maffei (incorporated by reference to Exhibit 10.3 to the 2017 Third Quarter 10-Q). |
| 10.18+ | Form of 2017 Term Option Agreement under the 2013 Incentive Plan (LSXMK) for Gregory B. Maffei (incorporated by reference to Exhibit 10.4 to the 2017 Third Quarter 10-Q). |
| 10.19 | Letter Agreement between Liberty Interactive Corporation and the Registrant relating to the Services Agreement dated September 23, 2011 (incorporated by reference to Exhibit 10.60 to the 2017 10-K). |
| 10.20+ | Amendment, dated March 12, 2018, of certain of the Registrant’s incentive plans (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 9, 2018 (File No. 001-35707)). |
| 10.21 | Form of Amended and Restated Indemnification Agreement between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on May 9, 2019 (File No. 001-35707)). |
| 10.22+ | Executive Employment Agreement, dated effective as of December 13, 2019, between the Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 19, 2019 (File No. 001-35707) (the “2019 8-K”)). |
| 10.23+ | Form of Annual Option Award Agreement between the Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.2 to the 2019 8-K). |
| 10.24+ | Form of Annual Performance-based Restricted Stock Unit Award Agreement between the Registrant and Gregory B. Maffei (incorporated by reference to Exhibit 10.3 to the 2019 8-K). |
| 10.25+ | Form of Upfront Award Agreement between the Registrant and Gregory B. Maffei under the Liberty Media Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the 2019 8-K). |
| 10.26+ | Form of First Amendment to Services Agreement, effective as of December 13, 2019, between the Registrant and Qurate Retail, Inc., Liberty Broadband Corporation, GCI Liberty, Inc. and Liberty TripAdvisor Holdings, Inc. (incorporated by reference to Exhibit 10.63 to the 2019 10-K). |
| 10.27+ | Form of Nonqualified Stock Option Agreement under the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time, for certain officers (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021 (File No. 001-35707)(the “2020 10-K”). |
| 10.28+ | Form of Nonqualified Stock Option Agreement under the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time, for Nonemployee Directors (incorporated by reference to Exhibit 10.59 to the 2020 10-K). |
| 10.29 | Exchange Agreement, dated as of July 28, 2021, by and among John C. Malone, the John C. Malone 1995 Revocable Trust U/A DTD 3/6/1995 and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2021 (File No. 001-35707)). |
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| 10.30+ | Liberty Media Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed on April 26, 2022 (File No. 001-35707)). |
| 10.31 | Shareholders’ Agreement, dated as of March 29, 2024, by and among Libertad Especia, S.L.U., Dorna Sports, S.L. and certain other equity holders named therein (incorporated by reference to Exhibit 10.1 of the April 2024 8-K). |
| 10.32+ | Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed on May 8, 2024 (File No. 001-35707)). |
| 10.33 | Amendment Agreement, dated September 19, 2024, by and among Formula One Management Limited, J.P. Morgan SE, as facility agent, and other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on November 12, 2024 (File No. 001-35707) (the “2024 Q3 10-Q”)). |
| 10.34 | 2nd Amendment Agreement, dated October 9, 2024, by and between Formula One Management Limited and J.P. Morgan SE, as facility agent (incorporated by reference to Exhibit 10.2 to the 2024 Q3 10-Q). |
| 10.35 | Amended and Restated First Lien Facilities Agreement, dated November 23, 2022, by and among Formula One Management Limited, J.P. Morgan SE, as facility agent, NatWest Markets plc and other financial institutions party thereto, conformed to reflect amendments through October 9, 2024 (incorporated by reference to Exhibit 10.3 to the 2024 Q3 10-Q). |
| 10.36+ | Letter Agreement, dated January 7, 2025 by and between the Registrant and Derek Chang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 8, 2025 (File No. 001-35707)). |
| 19.1 | Liberty Media Corporation Insider Trading Policy.* |
| 21 | Subsidiaries of Liberty Media Corporation.* |
| 23.1 | Consent of KPMG LLP.* |
| 23.2 | Consent of Ernst & Young LLP.* |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification.* |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification.* |
| 32 | Section 1350 Certification. ** |
| 97 | Liberty Media Corporation Clawback Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (File No. 001-35707)). |
| 99.1 | Unaudited Attributed Financial Information for Tracking Stock Groups.* |
| 99.2 | Audited consolidated financial statements of Live Nation Entertainment, Inc. as of December 31, 2024 and 2023 and for each of the years ended December 31, 2024, 2023 and 2022 (incorporated by reference to Live Nation Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-32601), filed on February 21, 2025). |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document.* |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document.* |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document.* |
| 101.DEF | Inline XBRL Taxonomy Definition Document.* |
| 104 | Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).* |
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| * | Filed herewith. |
| ** | Furnished herewith. |
| + | This document has been identified as a management contract or compensatory plan or arrangement. |
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