Liberty Media Corp
For the period ended Mar 31, 2025. Filed May 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 7, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001558370-24-015213
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001558370-25-006725
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 76 previous paragraphs and 66 current paragraphs.
28 unchanged; 28 reworded; 9 added; 17 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 46 previous and 47 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Cautionary Note Regarding Forward-Looking Statements
Current report
On March 29, 2024, the Company agreed, subject to certain conditions, to acquire approximately 86% of the equity interests in Dorna Sports, S.L., (“Dorna”) for a purchase price of approximately €3.0 billion, to be funded with cash. The Company entered into foreign currency forward contracts for close to the full purchase price. In December 2024, the European Commission notified the Company that a Phase II investigation would occur, extending regulatory review beyond December 31, 2024. The Company agreed to pay €126 million to the sellers to extend the longstop date to June 30, 2025 in order to accommodate the Phase II investigation. The €126 million is considered prepaid purchase consideration and is included in other assets in the accompanying condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024. During the three months ended March 31, 2025, the Company extended a portion of the foreign currency forward contracts through the extended longstop date.
Current report
On November 13, 2024, the Company announced that it is pursuing a plan to split-off the Liberty Live Group (the “Liberty Live Split-Off”). Immediately prior to the Liberty Live Split-Off, QuintEvents would be reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets and cash. The Liberty Live Split-Off would be effected through the redemption of Liberty Live common stock in exchange for common stock of a newly formed company, Liberty Live Holdings, Inc. The Company would redeem each outstanding share of its Series A, Series B and Series C Liberty Live common stock for one share of the corresponding series of common stock of Liberty Live Holdings, Inc. As a result of the Liberty Live Split-Off, the Company and Liberty Live Holdings, Inc. would be separate publicly traded companies, and the Company’s outstanding common stock, the Liberty Formula One common stock, would no longer be a tracking stock. The Liberty Live Split-Off is subject to various conditions including, among other things, shareholder approval and the receipt of an opinion of tax counsel. The Liberty Live Split-Off is intended to be tax-free to stockholders of the Company.
Current report
Revenue. Our consolidated revenue decreased $140 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, driven by a decrease in Formula 1 revenue, partially offset by an increase in QuintEvents revenue. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
Current report
Interest expense. Consolidated interest expense decreased $7 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year primarily due to a decrease in the average amount of debt outstanding and a decrease in the interest rate on Formula 1’s Senior Loan Facilities (as defined in note 8 to the accompanying condensed consolidated financial statements).
Current report
Liberty’s primary use of cash during the three months ended March 31, 2025 (excluding cash used by Formula 1) was a $131 million extension payment related to the Dorna acquisition, which is accounted for as prepaid purchase consideration.
Current report
growth in F1 TV subscription revenue. The impact of the calendar variance on sponsorship revenue was partially offset by revenue from new sponsors and contractual increases in fees from existing sponsors.
Current report
Cost of Formula 1 revenue decreased $44 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year.
Current report
Concorde incentive payments include one-time fees paid to the teams upon signing the 2026 Concorde Commercial Agreement.
Removed paragraphs (17)
Previous report
respective fair market values. Braves Holdings, LLC ("Braves Holdings"), a consolidated subsidiary, was included in “Corporate and Other” prior to the Atlanta Braves Holdings Split-Off (defined below).
Previous report
On July 18, 2023, the Company completed the split-off (the “Atlanta Braves Holdings Split-Off”) of its wholly owned subsidiary, Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”). The Atlanta Braves Holdings Split-Off was accomplished by a redemption by the Company of each outstanding share of Liberty Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock. Atlanta Braves Holdings is comprised of the businesses, assets and liabilities attributed to the Liberty Braves Group (the “Braves Group”) immediately prior to the Atlanta Braves Holdings Split-Off, except for the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Formula One Group, which were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off.
Previous report
Each of the Atlanta Braves Holdings Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. In July 2024, the IRS completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction. The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.
Previous report
On January 2, 2024, the Company purchased QuintEvents, LLC (“QuintEvents”) for total consideration of approximately $277 million, comprised of $205 million of cash, net of cash acquired of $66 million, and a $6 million settlement of a pre-existing condition.
Previous report
Prior to the Atlanta Braves Holdings Split-Off, the Braves Group was primarily comprised of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC”), certain assets and liabilities associated with ANLBC’s stadium (the “Stadium”) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities and corporate cash.
Previous report
Braves Holdings was a subsidiary of the Company until the Atlanta Braves Holdings Split-Off on July 18, 2023. Braves Holdings is not presented as a discontinued operation in the Company’s consolidated financial statements as the Atlanta Braves Holdings Split-Off did not represent a strategic shift that had a major effect on the Company’s operations and financial results.
Previous report
Revenue. Our consolidated revenue decreased $25 million for the three months ended September 30, 2024, as compared to the corresponding period in the prior year, driven by a decrease in Braves Holdings revenue due to the Atlanta Braves Holdings Split-Off in 2023, a decrease in Formula 1 revenue and intergroup eliminations, partially offset by revenue from QuintEvents, which was acquired in January 2024. Our consolidated revenue increased $144 million for the nine months ended September 30, 2024, as compared to the corresponding period in the prior year, driven by an increase in Formula 1 revenue and revenue from QuintEvents, partially offset by a decrease in Braves Holdings revenue due to the Atlanta Braves Holdings Split-Off in 2023 and intergroup eliminations. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
Previous report
Operating income (loss). Our consolidated operating income increased $6 million for the three months ended September 30, 2024, as compared to the corresponding period in the prior year, primarily driven by a $14 million increase
Previous report
Interest expense. Consolidated interest expense was flat and decreased $4 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year. Interest expense for the Liberty Live Group increased due to an increase in the average amount of debt outstanding. Certain debt was reattributed from the Liberty SiriusXM Group to the Liberty Live Group effective August 3, 2023. The interest related to such debt is reflected in interest expense for the Liberty SiriusXM Group prior to the Reclassification and in interest expense for the Liberty Live Group following the Reclassification. Interest expense for the Braves Group decreased due to the Atlanta Braves Holdings Split-Off.
Previous report
Unrealized gains (losses) on intergroup interests. Unrealized gains (losses) on intergroup interests are driven by changes in the fair value of notional shares representing the intergroup interests. The intergroup interests were settled and extinguished during the nine months ended September 30, 2023.
Previous report
during the nine months ended September 30, 2024 was also driven by tax related expense pursuant to a tax sharing agreement with Qurate Retail, Inc. recorded during the nine months ended September 30, 2023.
Previous report
Liberty’s primary uses of cash during the nine months ended September 30, 2024 (excluding cash used by Formula 1) were $205 million for acquisitions, net of cash acquired, and $117 million for debt repayments, which were primarily funded by cash on hand and proceeds from dispositions. In addition, the Company generated approximately $939 million of net proceeds from the issuance of approximately 12.2 million shares of Series C Liberty Formula One common stock during the nine months ended September 30, 2024.
Previous report
During the three months ended September 30, 2024, seven Events took place, compared to eight Events in the corresponding period in the prior year. During the nine months ended September 30, 2024, 18 Events took place, compared to 16 Events in the corresponding period in the prior year.
Previous report
Primary Formula 1 revenue increased $238 million during the nine months ended September 30, 2024, as compared to the corresponding period in the prior year, driven by the calendar variance, with two more Events held. Media rights revenue increased during the nine months ended September 30, 2024 due to the impact of the calendar variance on revenue recognition, contractual increases in fees and continued growth in F1 TV subscription revenue. Sponsorship revenue increased during the nine months ended September 30, 2024 driven by two additional Events in the period and fees from new sponsors. Race promotion revenue increased during the nine months ended September 30, 2024 driven by two more Events, contractual increases in fees and growing Sprint and F1 Academy fees.
Previous report
Cost of Formula 1 revenue decreased $54 million and increased $152 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year.
Previous report
regulatory, digital, technical, hospitality, freight and travel costs related to two more Events in the current year period, higher costs of the F1 Academy series and Las Vegas Grand Prix related lease costs. The increase for the nine months ended September 30, 2024 was also driven by the costs of supplying the new Formula 2 cars and associated parts at the start of the new vehicle cycle.
Previous report
Stock-based compensation was flat during the both the three and nine months ended September 30, 2024, as compared to the corresponding periods in the prior year.
Reworded paragraphs (28)
Previous wording
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regardingour projected sources and uses of cash; fluctuations in interest rates and stock prices; the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings; and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:
Current wording
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Liberty Live Split-Off (as defined below); our projected sources and uses of cash; fluctuations in interest rates and stock prices; the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings; and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:
Previous wording
Our "Corporate and Other" category includes our consolidated subsidiary QuintEvents, LLC (“QuintEvents”), corporate expenses and investments and related financial instruments in public companies, which are accounted for at their
Current wording
Our "Corporate and Other" category includes our consolidated subsidiary QuintEvents, LLC (“QuintEvents”), corporate expenses and investments and related financial instruments in public companies.
Previous wording
by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty Live Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
Current wording
While the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty Live Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
Previous wording
As of September 30, 2024, the Formula One Group is primarily comprised of Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s 2.25% Convertible Senior Notes due 2027. The Formula One Group had cash and cash equivalents of approximately $2,666 million as of September 30, 2024, which included $1,449 million of subsidiary cash.
Current wording
As of March 31, 2025, the Formula One Group is primarily comprised of Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s 2.25% Convertible Senior Notes due 2027. The Formula One Group had cash and cash equivalents of approximately $2,833 million as of March 31, 2025, which included $1,617 million of subsidiary cash.
Previous wording
As of September 30, 2024, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation, cash, other minority investments, Liberty’s 0.5% Exchangeable Senior Debentures due 2050, Liberty’s 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan.
Current wording
As of March 31, 2025, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation, cash, other minority investments, Liberty’s 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan. As of March 31, 2025, the Liberty Live Group had cash and cash equivalents of approximately $314 million.
Previous wording
Prior to the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75% Convertible Senior Notes due 2028, Liberty’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. Liberty Sirius XM Holdings is presented as a discontinued operation in the accompanying condensed consolidated financial statements. Prior to the Reclassification, Liberty’s interest in Live Nation, Liberty’s 0.5% Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation were attributed to the Liberty SiriusXM Group and are presented as continuing operations in the accompanying condensed consolidated financial statements.
Current wording
At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75% Convertible Senior Notes due 2028, Liberty’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. Liberty Sirius XM Holdings is presented as a discontinued operation in the accompanying condensed consolidated financial statements.
Previous wording
in Formula 1 operating results, partially offset by QuintEvents operating results, which was acquired in January 2024. Our consolidated operating income increased $118 million for the nine months ended September 30, 2024, as compared to the corresponding period in the prior year, primarily driven by an increase in Formula 1 operating results and the Atlanta Braves Holdings Split-Off in 2023, partially offset by QuintEvents operating results. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
Current wording
Operating income (loss). Our consolidated operating loss increased $164 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily driven by a decrease in Formula 1 operating results. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
Previous wording
Stock-based compensation. Stock-based compensation includes compensation related to options, stock appreciation rights, restricted stock awards, restricted stock units, performance-based restricted stock units and other stock-based awards granted to officers, employees, nonemployee directors and employees of our subsidiaries. We recorded $27 million and $22 million of stock-based compensation expense for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $15 million. Such amount will be recognized in our condensed consolidated statements of operations over a weighted average period of approximately 2.1 years.
Current wording
Stock-based compensation. Stock-based compensation includes compensation related to options, stock appreciation rights, restricted stock awards, restricted stock units, performance-based restricted stock units and other stock-based awards granted to officers, employees, nonemployee directors and employees of our subsidiaries. We recorded $2 million and $13 million of stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $13 million. Such amount will be recognized in our condensed consolidated statements of operations over a weighted average period of approximately 1.4 years.
Previous wording
Acquisition costs.* *The Company recorded $3 million and $23 million of costs related to corporate acquisitions during the three and nine months ended September 30, 2024, respectively.
Current wording
Acquisition costs.* *The Company recorded $11 million and $9 million of costs related to corporate acquisitions during the three months ended March 31, 2025 and 2024, respectively.
Previous wording
Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:
Current wording
Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:
Previous wording
Consolidated Adjusted OIBDA increased $9 million and $117 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to increases in Formula 1 Adjusted OIBDA, partially offset by the Atlanta Braves Holdings Split-Off in 2023. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
Current wording
Consolidated Adjusted OIBDA decreased $132 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to a decrease in Formula 1 Adjusted OIBDA. See “Results of Operations—Businesses” below for a more complete discussion of Formula 1’s results of operations.
Previous wording
Realized and unrealized gains (losses) on financial instruments, net. Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:
Current wording
Realized and unrealized gains (losses) on financial instruments, net. Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following:
Previous wording
The changes in unrealized gains (losses) on debt and equity securities are due to market factors primarily driven by changes in the fair value of the stock underlying these financial instruments. Changes in unrealized gains (losses) on foreign currency forward contracts are driven by changes in foreign currency exchange rates. Changes in unrealized gains (losses) on debt measured at fair value are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. Other realized and unrealized gains (losses) are primarily driven by changes in the fair value of Formula 1’s interest rate swaps and the realized gains (losses) on Formula 1’s interest rate swaps.
Current wording
Changes in unrealized gains (losses) on debt measured at fair value are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. Changes in unrealized gains (losses) on foreign currency forward contracts are driven by changes in foreign currency exchange rates. Other realized and unrealized gains (losses) are primarily driven by changes in the fair value of Formula 1’s interest rate swaps and the realized gains (losses) on Formula 1’s interest rate swaps. The changes in unrealized gains (losses) on debt and equity securities are due to market factors primarily driven by changes in the fair value of the stock underlying these financial instruments.
Previous wording
Other, net. Other, net income increased $48 million and $64 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year due to decreases in losses on early extinguishment of debt, increases in foreign exchange gains and increases in interest and dividend income. The increase
Current wording
Other, net. Other, net income increased $15 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to increases in interest and dividend income.
Previous wording
Income taxes. During the three and nine months ended September 30, 2024, we had earnings from continuing operations before income taxes of $135 million and $335 million, respectively, and income tax expense of $3 million and $41 million, respectively. During the three and nine months ended September 30, 2023, we had earnings from continuing operations before income taxes of $198 million and $78 million, respectively, and income tax expense of $46 million and $37 million, respectively. For the three months ended September 30, 2024, the Company recognized tax expense less than the expected federal tax rate of 21% primarily due to certain gains that are not taxable and earnings in foreign jurisdictions taxed at rates lower than the 21% U.S. federal tax rate. For the nine months ended September 30, 2024, the Company recognized tax expense less than the expected federal tax rate of 21% due to tax benefits related to deductible stock-based compensation, certain gains that are not taxable and earnings in foreign jurisdictions taxed at rates lower than the 21% U.S. federal tax rate. For the three months ended September 30, 2023, the Company recognized tax expense greater than the expected federal tax rate of 21% primarily due to the impact of a reduction to deferred tax assets for certain federal tax credit carryforwards, partially offset by certain gains that are not taxable. For the nine months ended September 30, 2023, the Company recognized tax expense greater than the expected federal tax rate of 21% primarily due to certain losses that are not deductible for tax purposes.
Current wording
Income taxes. During the three months ended March 31, 2025, we had losses from continuing operations before income taxes of $24 million and income tax benefit of $29 million. During the three months ended March 31, 2024, we had earnings from continuing operations before income taxes of $7 million and income tax expense of $3 million. For the three months ended March 31, 2025, the Company recognized a tax benefit greater than the expected federal tax rate of 21% primarily due to certain unrealized gains that are not taxable and losses in foreign jurisdictions taxed at rates higher than the 21% U.S. federal rate. For the three months ended March 31, 2024, the Company recognized tax expense greater than the expected federal tax rate of 21% primarily due to earnings in foreign jurisdictions taxed at rates higher than the 21% U.S. federal rate, partially offset by tax benefits related to stock-based compensation.
Previous wording
Net earnings (loss) from continuing operations. We had net earnings from continuing operations of $132 million and net earnings from continuing operations of $294 million during the three and nine months ended September 30, 2024, respectively, and net earnings from continuing operations of $152 million and $41 million for the three months and nine months ended September 30, 2023, respectively. The changes were the result of the above-described fluctuations in our revenue, expenses and other gains and losses.
Current wording
Net earnings (loss) from continuing operations. We had net earnings from continuing operations of $5 million and $4 million for the three months ended March 31, 2025 and 2024, respectively. The changes were the result of the above-described fluctuations in our revenue, expenses and other gains and losses.
Previous wording
The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from net asset sales, monetization of our public investment portfolio (including derivatives), debt borrowings and equity issuances, and dividend and interest receipts.
Current wording
The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from net asset sales, monetization of our public investment portfolio (including derivatives), debt borrowings and equity issuances, available borrowing capacity under a margin loan and dividend and interest receipts.
Previous wording
unlimited access to Formula 1’s cash when the leverage ratio (defined as net debt divided by covenant earnings before interest, tax, depreciation and amortization for the trailing twelve months) exceeds a certain threshold. During the nine months ended September 30, 2024, Formula 1 distributed $150 million to Liberty and the RP test was met, pro forma for such distribution. If distributions are made in the future, the RP test, pro forma for such distributions, would have to be met. As of September 30, 2024, Liberty had $400 million available under Liberty’s margin loan secured by shares of Live Nation. Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company.
Current wording
Cash held by Formula 1 is accessible by Liberty, except when a restricted payment (“RP”) test imposed by the first lien term loan and the revolving credit facility at Formula 1 is not met. Pursuant to the RP test, Liberty does not have unlimited access to Formula 1’s cash when the leverage ratio (defined as net debt divided by covenant earnings before interest, tax, depreciation and amortization for the trailing twelve months) exceeds a certain threshold. During the three months ended March 31, 2025, Formula 1 distributed $131 million to Liberty and the RP test was met, pro forma for such distribution. If distributions are made in the future, the RP test, pro forma for such distributions, would have to be met. As of March 31, 2025, Liberty had $400 million available under Liberty’s margin loan secured by shares of Live Nation. Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company.
Previous wording
During the nine months ended September 30, 2024, Formula 1’s primary use of cash was $50 million of capital expenditures, funded by cash from operations.
Current wording
During the three months ended March 31, 2025, Formula 1’s primary use of cash was $33 million of capital expenditures, funded by cash from operations.
Previous wording
The projected uses of Liberty's cash (excluding Formula 1’s uses of cash) are primarily capital expenditures, the investment in existing or new businesses, including the acquisition of Dorna Sports, S.L., debt service and the potential buyback of common stock under the approved share buyback program. Liberty expects to fund its projected uses of cash with cash on hand, borrowing capacity under margin loans and outstanding or new debt instruments, or distributions from operating subsidiaries. Liberty may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities.
Current wording
The projected uses of Liberty's cash (excluding Formula 1’s uses of cash) are primarily capital expenditures, the investment in existing or new businesses, including the Dorna acquisition, debt service and the potential buyback of common stock under the approved share buyback program. Liberty expects to fund its projected uses of cash with cash on hand, borrowing capacity under margin loans and outstanding or new debt instruments, or distributions from operating subsidiaries. Liberty may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities.
Previous wording
Formula 1’s uses of cash are expected to be capital expenditures, debt service payments and operating expenses. Liberty expects Formula 1 to fund its projected uses of cash with cash on hand and cash provided by operations.
Current wording
Formula 1’s uses of cash are expected to be distributions to Liberty to help fund the Dorna acquisition, capital expenditures, debt service payments and operating expenses. Liberty expects Formula 1 to fund its projected uses of cash with cash on hand and cash provided by operations.
Previous wording
for the Constructors' Championship and drivers compete for the Drivers' Championship. The World Championship takes place on various circuits throughout the world. Formula 1 derives its primary revenue from the commercial exploitation and development of the World Championship through a combination of race promotion, media rights and sponsorship arrangements. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts. The 2024 World Championship calendar is scheduled to have 24 Events. The 2023 World Championship calendar was originally scheduled to have 23 Events. However, following the cancellation of the Emilia-Romagna Grand Prix at Imola due to severe flooding in the region, and confirmation that it would not be replaced in May 2023, 22 Events took place, with income and cost recognition adjusted to reflect the revised 22 Event calendar during the second quarter of 2023.
Current wording
Formula 1. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The World Championship takes place on various circuits throughout the world. Formula 1 derives its primary revenue from the commercial exploitation and development of the World Championship through a combination of race promotion, media rights and sponsorship arrangements. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts. The 2025 World Championship calendar is scheduled to consist of the same 24 Events that were held in 2024, except in a different order, in part due to the timing of Ramadan.
Previous wording
Primary Formula 1 revenue decreased $32 million during the three months ended September 30, 2024, as compared to the corresponding period in the prior year, driven by the calendar variance, with one less Event held. Media rights revenue decreased during the three months ended September 30, 2024 due to the impact of the calendar variance on revenue recognition, partially offset by contractual increases in fees and continued growth in F1 TV subscription revenue. Sponsorship revenue decreased during the three months ended September 30, 2024 due to the impact of the calendar variance on revenue recognition and the different mix of Events held. Race promotion revenue increased during the three months ended September 30, 2024 due to the different mix of Events held and contractual increases in fees.
Current wording
Primary Formula 1 revenue decreased $144 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, mostly due to the impact of recognizing Event-specific revenue and season-based revenue from one less Event, and the different mix of Events, during the three months ended March 31, 2025. The impact of the calendar variance on media rights revenue was partially offset by contractual increases in fees and continued
Previous wording
Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to the sale of tickets to the Formula One Paddock Club at most Events, facilitating the shipment of cars and equipment to and from Events outside of Europe, the sale of hospitality and experiences at the Las Vegas Grand Prix, the operation of the Formula 2, Formula 3 and the new F1 Academy series, other licensing opportunities, various television production activities and other ancillary operations. Other Formula 1 revenue increased $6 million during the three months ended September 30, 2024, as compared to the corresponding period in the prior year, driven by growth in licensing revenue and revenue generated from third-party events at the Grand Prix Plaza site in Las Vegas, partially offset by decreases in revenue from hospitality and experiences due to one less Event held. Other revenue increased $55 million during the nine months ended September 30, 2024, as compared to the corresponding period in the prior year, driven by the impact of two more Events, resulting in higher hospitality and freight income. The increase during the nine months ended September 30, 2024 was also driven by the sale of new Formula 2 cars and associated parts at the beginning of the new Formula 2 vehicle cycle, higher licensing revenue and revenue generated from third-party events at the Grand Prix Plaza site in Las Vegas.
Current wording
Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to the sale of tickets to the Formula 1 Paddock Club hospitality program (the “Paddock Club”) at most Events, facilitating the shipment of cars and equipment to and from Events outside of Europe, the sale of hospitality and experiences at the Las Vegas Grand Prix, the operation of the Formula 2, Formula 3 and F1 Academy series, other licensing opportunities, various television production activities and other ancillary operations. Other Formula 1 revenue decreased $6 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily driven by a decrease in hospitality and experiences revenue due to the impact of the calendar difference, partially offset by higher freight income due to the different routes flown and increased freight costs, higher licensing revenue from royalties under new licensing deals, higher revenue from other events staged at Grand Prix Plaza in Las Vegas and higher Formula 2 and Formula 3 revenue.
Previous wording
Team payments are recognized on a pro-rata basis across the Events of the World Championship calendar. Team payments decreased during the three months ended September 30, 2024 due to the pro rata recognition of expected team payments, with one less Event held in the current period. Team payments increased during the nine months ended September 30, 2024 due to the pro rata recognition of expected increased team payments.
Current wording
Team payments are recognized on a pro-rata basis across the Events of the World Championship calendar. Team payments decreased during the three months ended March 31, 2025 due to the pro rata recognition of expected team payments, with one less Event held in the current period.
Previous wording
Other costs of Formula 1 revenue are largely variable in nature and relate to both primary and other Formula 1 revenue. On an annual basis, the largest components of other costs of Formula 1 revenue are costs related to promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other Events, and costs incurred in the provision and sale of freight, travel and logistical services. Other costs of Formula 1 revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the F1 Academy series, television production and post-production services, advertising production services and digital and social media activities. Other costs increased $7 million during the three months ended September 30, 2024, as compared to the corresponding period in the prior year, primarily due to Las Vegas Grand Prix related lease costs, higher digital, F1 Academy and commissions and partner servicing costs associated with increased Primary Formula 1 revenue streams, partially offset by the impact of one less Event during the period, leading to lower FIA regulatory, technical, hospitality and travel costs. Other costs increased $71 million during the nine months ended September 30, 2024, as compared to the corresponding period in the prior year, primarily due to higher commissions and partner servicing costs associated with increased Primary Formula 1 revenue streams, higher FIA
Current wording
Other costs of Formula 1 revenue are largely variable in nature and relate to both primary and other Formula 1 revenue. On an annual basis, the largest components of other costs of Formula 1 revenue are costs related to promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other Events, and costs incurred in the provision and sale of freight, travel and logistical services. Other costs of Formula 1 revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the F1 Academy series, television production and post-production services, advertising production services and digital and social media activities. Other costs increased $5 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to higher freight costs associated with the calendar variance and the different freight movements as a result, and higher commissions and partner servicing costs, partially offset by lower hospitality costs due to one less Paddock Club held during the three months ended March 31, 2025 and lower travel, FIA regulatory and technical costs attributable to the calendar variance.
Previous wording
Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, insurance premiums, maintenance and utility costs and other general office administration costs. Selling, general and administrative expenses increased $22 million and $39 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to higher personnel, information technology, property, marketing, legal and other professional fee costs.
Current wording
Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, insurance premiums, maintenance and utility costs and other general office administration costs. Selling, general and administrative expenses increased $17 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to higher marketing costs associated with the 75 th season launch event and higher personnel costs.
Previous wording
Depreciation and amortization includes depreciation of property and equipment and amortization of intangible assets. Depreciation and amortization decreased $8 million and $25 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year primarily due to a decrease in amortization expense related to certain intangible assets acquired in the acquisition of Formula 1 by Liberty.
Current wording
Depreciation and amortization includes depreciation of property and equipment and amortization of intangible assets. Depreciation and amortization decreased $9 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year primarily due to a decrease in amortization expense related to certain intangible assets acquired in the acquisition of Formula 1 by Liberty.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Prior to the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
While the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own,
Previous report — wording carried elsewhere
Cash held by Formula 1 is accessible by Liberty, except when a restricted payment (“RP”) test imposed by the first lien term loan and the revolving credit facility at Formula 1 is not met. Pursuant to the RP test, Liberty does not have
Previous report — wording carried elsewhere
Formula 1. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete