Liberty Media Corp
For the period ended Mar 31, 2025. Filed May 7, 2025.
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Mar 31, 2025 · Filed May 7, 2025
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited)
Notes to Condensed Consolidated Financial Statements
**(1)**Basis of Presentation
The accompanying condensed consolidated financial statements include all the accounts of Liberty Media Corporation and its controlled subsidiaries (“Liberty,” the “Company,” “we,” “us,” or “our” unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated.
Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom. Liberty’s most significant subsidiary is Delta Topco Limited (the parent company of Formula 1). Our most significant investment accounted for under the equity method is Live Nation Entertainment, Inc. (“Live Nation”).
Sirius XM Holdings Inc. (“Sirius XM Holdings”) was a subsidiary of the Company until the Liberty Sirius XM Holdings Split-Off (as defined in note 2) on September 9, 2024. Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”), which included Sirius XM Holdings, is presented as a discontinued operation in the Company’s condensed consolidated financial statements. See note 2 for details of the Liberty Sirius XM Holdings Split-Off.
The accompanying (a) condensed consolidated balance sheet as of December 31, 2024, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) fair value measurement of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates**.**
Liberty holds investments that are accounted for using the equity method. Liberty does not control the decision making process or business management practices of these affiliates. Accordingly, Liberty relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, Liberty relies on audit reports that are provided by the affiliates’ independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on Liberty's condensed consolidated financial statements.
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.
Liberty has entered into certain agreements with QVC Group, Inc., formerly known as Qurate Retail, Inc. (“QVC Group”), Liberty TripAdvisor Holdings, Inc. (“TripCo”), Liberty Broadband Corporation (“Liberty Broadband”) and Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”), all of which are separate publicly traded companies, in order to govern relationships between the companies. None of these entities has any stock ownership, beneficial or otherwise, in any of the others. These agreements include Reorganization Agreements (in the case of QVC Group, Liberty Broadband and Atlanta Braves Holdings only), Services Agreements, Facilities Sharing Agreements, Tax Sharing Agreements (in the case of Liberty Broadband and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of Liberty Broadband only). In addition, as a result of certain corporate transactions, Liberty and QVC Group may have obligations to each other for certain tax related matters. Effective August 31, 2024, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement with Atlanta Braves Holdings were terminated and members of Liberty management that served as officers of Atlanta Braves Holdings stepped down from their positions with Atlanta Braves Holdings (with limited exceptions), even though they may continue to provide services on an as-needed basis for a de minimis expense.
The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of QVC Group, Liberty Broadband and Atlanta Braves Holdings, including certain cross-indemnities. Under the Facilities Sharing Agreements, Liberty shares office space and related amenities at its corporate headquarters with QVC Group, TripCo, Liberty Broadband and, until August 31, 2024, Atlanta Braves Holdings. Pursuant to the Services Agreements, Liberty provides QVC Group, TripCo, Liberty Broadband and Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. QVC Group, TripCo, Liberty Broadband and Atlanta Braves Holdings reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and, in the case of QVC Group, QVC Group’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group. TripCo, Liberty Broadband and Atlanta Braves Holdings reimburse Liberty for shared services and personnel based on a flat fee. Liberty and QVC Group intend to transition various general and administrative services currently provided to QVC Group under the Services Agreement to members of the QVC, Inc. management team. As part of the transition, effective March 31, 2025, members of Liberty management that served as officers of QVC Group stepped down from their positions with QVC Group (with limited exceptions). Under these various agreements, approximately $5 million and $6 million of these allocated expenses were reimbursed to Liberty during the three months ended March 31, 30, 2025 and 2024, respectively.
TripCo became a wholly owned subsidiary of Tripadvisor, Inc. effective April 29, 2025, and the Services Agreement and Facilities Sharing Agreement between Liberty and TripCo were terminated as of such date.
Seasonality
Formula 1 recognizes the majority of its revenue and expenses in connection with World Championship race events (“Events”) that take place in different countries around the world throughout the year. The Events in the past have generally taken place between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year.
QuintEvents, LLC’s (“QuintEvents”) revenue is seasonal around its largest events, which are generally during the second and fourth quarters.
**(2)**Discontinued Operations
On September 9, 2024, Liberty completed the split-off of its wholly owned subsidiary, Liberty Sirius XM Holdings (the “Liberty Sirius XM Holdings Split-Off”). The Liberty Sirius XM Holdings Split-Off was accomplished through the
redemption by the Company of each outstanding share of Liberty SiriusXM common stock in exchange for 0.8375 of a share of Liberty Sirius XM Holdings common stock, with cash paid in lieu of fractional shares. Liberty Sirius XM Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately prior to the Liberty Sirius XM Holdings Split-Off. The Liberty Sirius XM Holdings Split-Off was intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares).
Following the Liberty Sirius XM Holdings Split-Off, on September 9, 2024, a wholly owned subsidiary of Liberty Sirius XM Holdings merged with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”). As a result of the Transactions, Liberty Sirius XM Holdings became an independent public company separate from Liberty.
As disclosed in note 1, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s condensed consolidated financial statements as the Liberty Sirius XM Holdings Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.
The following table provided details about the major classes of line items constituting earnings (loss) from discontinued operations, net of tax as presented in the condensed consolidated statements of operations.
| | | | | |
|---|---|---|---|---|
| · · Three months ended · | ||||
| · · March 31, 2024 · | ||||
| · · amounts in millions · | ||||
| Revenue | | $2,162 | | |
| Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below) | | | 1,037 | |
| Operating expense | | 176 | | |
| Selling, general and administrative | | 372 | | |
| Impairment, restructuring and acquisition costs | | | 13 | |
| Depreciation and amortization | | 155 | | |
| | | 1,753 | | |
| Operating income (loss) | | 409 | | |
| Other income (expense): | | | | |
| Interest expense | | (129) | | |
| Other, net | | 29 | | |
| | | (100) | | |
| Earnings (loss) from discontinued operations before income taxes | | 309 | | |
| Income tax (expense) benefit | | (68) | | |
| Net earnings (loss) from discontinued operations | | 241 | | |
| Less net earnings (loss) from discontinued operations attributable to the noncontrolling interests | | 42 | | |
| Net earnings (loss) from discontinued operations attributable to Liberty stockholders | | $199 | | |
**(3)**Tracking Stocks
A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole.
On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks— Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Liberty Formula One Group (the “Formula One Group”) and Liberty Live Group (the “Reclassification”). As a result of the Reclassification, each then-outstanding share of Liberty SiriusXM common stock was reclassified intoone share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock and each outstanding share of Liberty Formula One common stock was reclassified intoone share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock.
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.
The Liberty Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which as of March 31, 2025, include Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s 2.25% Convertible Senior Notes due 2027. As of March 31, 2025, the Formula One Group had cash and cash equivalents of approximately $2,833 million, which included $1,617 million of subsidiary cash.
The Liberty Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty Live Group. 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.
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. As disclosed in note 1, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s condensed consolidated financial statements.
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.
See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups.
**(4)**Stock-Based Compensation
Liberty grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units (“RSUs”) and stock options to purchase shares of its common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock-based compensation expense, included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations, was $2 million and $13 million for the three months ended March 31, 2025 and 2024, respectively.
The Company did not grantany options to purchase shares of Series A, Series B or Series C Liberty Formula One or Liberty Live common stock during the three months ended March 31, 2025.
Liberty calculates the GDFV for all of its equity classified options and the subsequent remeasurement of its liability classified options using the Black-Scholes Model. Liberty estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for options is based on the historical volatility of Liberty common stock and, when available, the implied volatility of publicly traded Liberty options. Liberty uses azero-dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.
Outstanding Awards
The following tables present the number and weighted average exercise price ("WAEP") of options to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.
Liberty Formula One
| · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| · Series C · | ||||||||||
| · · Weighted · Aggregate · | ||||||||||
| · · · · · average · · intrinsic · | ||||||||||
| · Liberty · · · · remaining · · value · | ||||||||||
| · options (000's) · · WAEP · · life · · (millions) · | ||||||||||
| Outstanding at January 1, 2025 | 4,138 | | $39.53 | | | | | | | |
| Granted | — | | $— | | | | | | | |
| Exercised | (2) | | $62.92 | | | | | | | |
| Forfeited/Cancelled | — | | $— | | | | | | | |
| Outstanding at March 31, 2025 | 4,136 | | $39.51 | | 2.3 | years | | $209 | | |
| Exercisable at March 31, 2025 | 3,940 | | $38.19 | 2.1 | years | | $204 | | ||
Liberty Live
| · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| · Series C · | ||||||||||
| · · Weighted · Aggregate · | ||||||||||
| · · · · · average · · intrinsic · | ||||||||||
| · Liberty · · · · remaining · · value · | ||||||||||
| · options (000's) · · WAEP · · life · · (millions) · | ||||||||||
| Outstanding at January 1, 2025 | 1,230 | | $42.68 | | | | | | | |
| Granted | — | | $— | | | | | | | |
| Exercised | — | | $— | | | | | | | |
| Forfeited/Cancelled | — | | $— | | | | | | | |
| Outstanding at March 31, 2025 | 1,230 | | $42.68 | | 2.8 | years | | $31 | | |
| Exercisable at March 31, 2025 | 1,169 | | $42.98 | 2.7 | years | | $29 | | ||
As of March 31, 2025, there wereno outstanding Series A or Series B options to purchase shares of Series A or Series B Liberty Formula One or Liberty Live common stock.
As of March 31, 2025, the total unrecognized compensation cost related to unvested Awards was approximately $13 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 1.4 years.
As of March 31, 2025, Liberty reserved 4.1 million shares and 1.2 million shares of Series C common stock of Liberty Formula One and Liberty Live, respectively, for issuance under exercise privileges of outstanding stock options.
**(5)**Earnings Attributable to Liberty Media Corporation Stockholders Per Common Share
Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders.
There wereno potentially dilutive shares of Liberty Formula One common stock or Liberty Live common stock excluded from diluted EPS for the three months ended March 31, 2025. Excluded from diluted EPS for the three months ended March 31, 2024 are approximately 1 million potentially dilutive shares of Series A and Series C Liberty Live common stock and 2 million potentially dilutive shares of Series A and Series C Liberty SiriusXM common stock, because their inclusion would be antidilutive.
Series A, Series B and Series C Liberty Formula One Common Stock
| · · · · · | |||
|---|---|---|---|
| · Three months ended March 31, · | |||
| | 2025 | 2024 | |
| | | numbers of shares in millions | |
| Basic WASO | 249 | 235 | |
| Potentially dilutive shares (a) | 8 | 8 | |
| Diluted WASO (b) | 257 | 243 | |
| (a) | Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
| (b) | For periods in which share settlement of the 2.25% Convertible Senior Notes due 2027, which may be settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instrument during the period, net of tax where appropriate. |
| | | | | | |
|---|---|---|---|---|---|
| · Three months ended March 31, · | |||||
| · 2025 · 2024 · | |||||
| · amounts in millions · | |||||
| Basic earnings (loss) attributable to Liberty Formula One stockholders | $22 | | 77 | | |
| Adjustments | | (8) | | — | |
| Diluted earnings (loss) attributable to Liberty Formula One stockholders | $14 | | 77 | | |
Series A, Series B and Series C Liberty Live Common Stock
| · · · · · | |||
|---|---|---|---|
| · Three months ended March 31, · | |||
| | 2025 | 2024 | |
| | | numbers of shares in millions | |
| Basic WASO | 92 | 92 | |
| Potentially dilutive shares (a) | — | — | |
| Diluted WASO | 92 | 92 | |
| (a) | Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
Series A, Series B and Series C Liberty SiriusXM Common Stock
| · · · · · | |||
|---|---|---|---|
| · Three months ended March 31, · | |||
| | 2025 | 2024 | |
| | | numbers of shares in millions | |
| Basic WASO | NA | 327 | |
| Potentially dilutive shares (a) | NA | 40 | |
| Diluted WASO (b) | NA | 367 | |
| (a) | Potentially dilutive shares are excluded from the computation of EPS during periods in which net losses are reported since the result would be antidilutive. |
|---|
| (b) | For periods in which share settlement of the 2.75% Exchangeable Senior Debentures due 2049, which could have been settled in shares of Series C Liberty SiriusXM common stock, and 3.75% Convertible Senior Notes due 2028, which could have been settled in shares of Series A Liberty SiriusXM common stock, were dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instruments during the period, net of tax where appropriate. |
|---|
| | | | | | |
|---|---|---|---|---|---|
| · Three months ended March 31, · | |||||
| · 2025 · 2024 · | |||||
| · amounts in millions · | |||||
| Basic earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders | $ | NA | | 199 | |
| Adjustments | | NA | | (7) | |
| Diluted earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders | $ | NA | | 192 | |
**(6)**Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Liberty does not have any assets or liabilities required to be measured at fair value considered to be Level 3.
Liberty's assets and liabilities measured at fair value are as follows:
| · · · · · · · · · · · · · · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Fair Value Measurements at · · Fair Value Measurements at · | |||||||||||||
| · · March 31, 2025 · · December 31, 2024 · | |||||||||||||
| · · · Quoted · · · Quoted · | |||||||||||||
| · · · · · prices · · · · · · prices · · · | |||||||||||||
| · · · · · in active · · Significant · · · · in active · · Significant · | |||||||||||||
| · · · · · markets · · other · · · · markets · · other · | |||||||||||||
| · · · · · for identical · · observable · · · · for identical · · observable · | |||||||||||||
| · · · · · assets · · inputs · · · · assets · · inputs · | |||||||||||||
| Description | | Total | | (Level 1) | | (Level 2) | | Total | | (Level 1) | | (Level 2) | |
| · · amounts in millions · | |||||||||||||
| Cash equivalents | | $2,765 | 2,765 | — | 2,466 | 2,466 | — | | |||||
| Financial instrument assets | | $134 | 96 | 38 | 167 | 84 | 83 | | |||||
| Debt | | $2,165 | — | 2,165 | 2,144 | — | 2,144 | | |||||
| Financial instrument liabilities | | $30 | | — | | 30 | | 138 | | — | | 138 | |
The majority of Liberty's Level 2 financial instruments are debt related instruments and derivative instruments, which include foreign currency forward contracts and interest rate swaps. These assets and liabilities are not always traded publicly or not considered to be traded on "active markets," as defined in GAAP. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs or a trading price of a similar asset or liability is utilized. Accordingly, those financial instruments and debt or debt related instruments are reported in the foregoing table as Level 2 fair value. As of March 31, 2025, financial instrument assets included in the table above are included in the other assets line item in the condensed consolidated balance sheet. As of December 31, 2024, $27 million and $140 million of financial instrument assets included in the table above are included in the other current assets and other assets line items, respectively, in the condensed consolidated balance sheet.
Realized and Unrealized Gains (Losses) on Financial Instruments, net
Realized and unrealized gains (losses) on financial instruments, net is comprised of changes in the fair value of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three months ended · | ||||||
| · · March 31, · | ||||||
| · 2025 · 2024 | ||||||
| · · amounts in millions · | ||||||
| Debt measured at fair value (a) | | $(1) | | (69) | | |
| Foreign currency forward contracts | | | 108 | | — | |
| Interest rate swaps | | | (35) | | 41 | |
| Debt and equity securities | | | (7) | 12 | | |
| Other | | — | (5) | | ||
| | | $65 | (21) | | ||
| (a) | The Company elected to account for its exchangeable senior debentures and convertible notes (as described in note 8) using the fair value option. Changes in the fair value of the exchangeable senior debentures and convertible notes recognized in the condensed consolidated statements of operations are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the exchangeable senior debentures and convertible notes attributable to changes in the instrument specific credit risk was a loss of $21 million and loss of $38 million for the three months ended March 31, 2025 and 2024, respectively. The cumulative change since |
issuance was a gain of $30 million as of March 31, 2025, net of the recognition of previously unrecognized gains and losses.
**(7)**Investments in Affiliates Accounted for Using the Equity Method
Liberty has various investments accounted for using the equity method. The following table includes the Company's carrying amount and percentage ownership of the more significant investments in affiliates at March 31, 2025 and the carrying amount at December 31, 2024:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 · · December 31, 2024 · | |||||||||||
| · Percentage · Fair Value · Carrying · Carrying | |||||||||||
| · · ownership · · (Level 1) · · amount · · amount · | |||||||||||
| · · dollar amounts in millions · | |||||||||||
| Formula One Group | | | | | | | | | | | |
| Other | various | | NA | | $31 | 33 | | ||||
| Total Formula One Group | | | | | | | | 31 | | 33 | |
| | | | | | | | | | | | |
| Liberty Live Group | | | | | | | | | | | |
| Live Nation | | 30% | $9,094 | | | 451 | | 430 | | ||
| Other | | | | | NA | | | 28 | | 28 | |
| Total Liberty Live Group | | | | | | | | 479 | | 458 | |
| | | | | | | | | | | | |
| Consolidated Liberty | | | | | | | $510 | 491 | | ||
The following table presents the Company's share of earnings (losses) of affiliates:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three months ended · | ||||||
| · · March 31, · | ||||||
| · 2025 · 2024 | ||||||
| | | amounts in millions | | |||
| Formula One Group | | | | | | |
| Other | | $(3) | (3) | | ||
| Total Formula One Group | | | (3) | | (3) | |
| | | | | | | |
| Liberty Live Group | | | | | | |
| Live Nation | | | 4 | | (20) | |
| Other | | | — | | (1) | |
| Total Liberty Live Group | | | 4 | | (21) | |
| Consolidated Liberty | | $1 | (24) | | ||
Live Nation
Live Nation is considered the world’s leading live entertainment company and seeks to innovate and enhance the live entertainment experience for artists and fans before, during and after the show. See note 8 for details regarding the number and fair value of shares pledged as collateral pursuant to the margin loan secured by shares of Live Nation (the “Live Nation Margin Loan”) as of March 31, 2025.
Summarized financial information for Live Nation is as follows:
Balance Sheets
| | | | | | | |
|---|---|---|---|---|---|---|
| · March 31, 2025 · December 31, 2024 | ||||||
| · · amounts in millions · | ||||||
| Current assets | | $11,069 | 9,290 | |||
| Property, plant and equipment, net | | 2,688 | 2,442 | |||
| Intangible assets | | | 1,408 | | 1,366 | |
| Goodwill | | 2,703 | 2,621 | |||
| Investments in affiliates | | | 494 | | 504 | |
| Other assets | | | 3,465 | | 3,416 | |
| Total assets | | $21,827 | 19,639 | |||
| | | | | | | |
| Current liabilities | | $11,517 | | 9,358 | | |
| Long-term debt, net | | | 5,929 | | 6,177 | |
| Other liabilities | | | 2,271 | | 2,159 | |
| Redeemable noncontrolling interests | | | 1,312 | | 1,126 | |
| Equity | | | 798 | | 819 | |
| Total liabilities and equity | | $21,827 | | 19,639 | | |
Statements of Operations
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three months ended · | ||||||
| · · March 31, · | ||||||
| · · 2025 · 2024 | ||||||
| · · amounts in millions | ||||||
| Revenue | | $3,382 | 3,800 | |||
| Operating expenses: | | | | | | |
| Direct operating expenses | | | 2,255 | | 2,651 | |
| Selling, general and administrative expenses | | 779 | 982 | |||
| Depreciation and amortization | | | 149 | | 133 | |
| Other operating expenses | | | 84 | | 75 | |
| | | | 3,267 | 3,841 | ||
| Operating income (loss) | | | 115 | | (41) | |
| Interest expense | | | (80) | | (81) | |
| Other income (expense), net | | | 31 | | 120 | |
| Earnings (loss) before income taxes | | | 66 | | (2) | |
| Income tax (expense) benefit | | | (20) | | (41) | |
| Net earnings (loss) | | | 46 | | (43) | |
| Less net earnings (loss) attributable to noncontrolling interests | | | 23 | | 11 | |
| Net earnings (loss) attributable to Live Nation stockholders | | $23 | | (54) | | |
**(8)**Long-Term Debt
Debt is summarized as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Outstanding · · Carrying value · | |||||||||
| · Principal · March 31, · December 31, | |||||||||
| · · March 31, 2025 · · 2025 · · 2024 · | |||||||||
| | | amounts in millions | | ||||||
| Formula One Group | | | | | | | | | |
| Corporate level notes and loans: | | | | | | | | | |
| 2.25% Convertible Senior Notes due 2027 (1) | | | 475 | | | 583 | | 588 | |
| Other | | | 51 | | | 51 | | 53 | |
| Subsidiary notes and loans: | | | | | | | | | |
| Formula 1 Senior Loan Facilities | | | 2,376 | | | 2,354 | | 2,357 | |
| Deferred financing costs | | | | | | (6) | | (6) | |
| Total Formula One Group | | | 2,902 | | | 2,982 | | 2,992 | |
| Liberty Live Group | | | | | | | | | |
| Corporate level notes and loans: | | | | | | | | | |
| 2.375% Exchangeable Senior Debentures due 2053 (1) | | | 1,150 | | | 1,582 | | 1,556 | |
| Live Nation Margin Loan | | | — | | | — | | — | |
| Total Liberty Live Group | | | 1,150 | | | 1,582 | | 1,556 | |
| Total debt | | $4,052 | | 4,564 | 4,548 | | |||
| Debt classified as current | | | | | (30) | (26) | | ||
| Total long-term debt | | | | | $4,534 | 4,522 | | ||
(1) Measured at fair value
2.25% Convertible Senior Notes due 2027
On August 12, 2022, Liberty issued $475 million convertible notes at an interest rate of 2.25% per annum, which, at Liberty’s election, are convertible into cash, shares of Series C Liberty Formula One common stock or a combination of cash and shares of Series C Liberty Formula One common stock and mature on August 15, 2027. As of March 31, 2025, the conversion rate for the notes is approximately 12.0505 shares of Series C Liberty Formula One common stock per $1,000 principal amount of notes, equivalent to a conversion price of approximately $82.98 per share of Series C Liberty Formula One common stock. The notes are attributed to the Formula One Group. Liberty has elected to account for the notes using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
2.375% Exchangeable Senior Debentures due 2053
In September 2023, Liberty closed a private offering of approximately $1.15 billion aggregate principal amount of its 2.375% exchangeable senior debentures due 2053 (the “2.375% Exchangeable Senior Debentures due 2053”). Upon an exchange of debentures, Liberty, at its option, may deliver Live Nation common stock, cash or a combination of Live Nation common stock and/or cash. The number of shares of Live Nation common stock attributable to a debenture represents an initial exchange price of approximately $104.91 per share. A total of approximately 11 million shares of Live Nation common stock are attributable to the debentures. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The debentures may be redeemed by Liberty, in whole or in part, on or after September 30, 2028. Holders of the debentures also have the right to require Liberty to purchase their debentures on
September 30, 2028. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The debentures are attributed to the Liberty Live Group. Liberty has elected to account for the debentures using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
Live Nation Margin Loan
On May 9, 2022, the Live Nation Margin Loan agreement was amended, replacing a delayed draw term loan with a $400 million revolving line of credit, changing the interest rate to the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus Term SOFR Adjustment (0.1%) plus 2.0% and extending the maturity to May 9, 2025. On September 5, 2023, the Live Nation Margin Loan agreement was amended to, among other things, extend the maturity date to September 9, 2026 and change the interest rate to Term SOFR plus 2.0%. The undrawn portion carries a commitment fee of 0.50% per annum. Interest on the margin loan is payable on the last business day of each calendar quarter. As of March 31, 2025, availability under the Live Nation Margin Loan was $400 million. As of March 31, 2025,9.0 million shares of the Company’s Live Nation common stock with a value of $1,171 million were pledged as collateral to the loan. The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants. The Live Nation Margin Loan is attributed to the Liberty Live Group.
Formula 1 Senior Loan Facilities
On November 23, 2022, Formula 1 refinanced its previous Term Loan B and revolving credit facility with a new $725 million first lien Term Loan A, a refinanced $1.7 billion Term Loan B and a new $500 million revolving credit facility. On September 19, 2024, Formula 1 refinanced the Term Loan B with a new $1.7 billion Term Loan B and extended the maturities of the approximately $689 million Term Loan A and the $500 million revolving credit facility (collectively, the “Senior Loan Facilities”). The Term Loan A and revolving credit facility mature on September 30, 2029 and the Term Loan B matures on September 30, 2031. As of March 31, 2025, there wereno outstanding borrowings under the $500 million revolving credit facility. The margin for the Term Loan B, originally set at 3.25%, stepped down to 3.00% effective May 5, 2023, after a certain leverage test was met as of March 31, 2023. Formula 1 repriced the Term Loan B on October 4, 2023, reducing the margin to 2.25%. On September 19, 2024, the margin for the Term Loan B was reduced to 2.0%, with the potential to permanently step down to 1.75% if a certain leverage test is met on or after the earlier of the acquisition of Dorna or the termination of the Dorna acquisition. The margin for the Term Loan A and revolving credit facility is between 1.50% and 2.25% depending on leverage ratios, amongst other things, and was fixed at 1.75% for the first year and reduced to 1.5% effective November 24, 2023. The reference rate for the Term Loan A, Term Loan B and dollar borrowings under the revolving credit facility is Term SOFR. The weighted average interest rate on the Senior Loan Facilities was approximately 6.16% as of March 31, 2025. The Senior Loan Facilities remain non-recourse to Liberty. The Senior Loan Facilities are secured by share pledges and floating charges over Formula 1’s primary operating companies with certain cross guarantees. Additionally, in order to manage the interest rate risk of its $2.4 billion Senior Loan Facilities, Formula 1 had $2.2 billion of interest rate swaps as of March 31, 2025, with a termination date in September 2031 and an early termination date in September 2029, at the option of the counterparty.
In connection with the September 19, 2024 refinancing, Formula 1 also marketed an incremental $850 million of Term Loan B funding, which is in addition to an incremental $150 million of commitments to the newly extended Term Loan A obtained in April 2024 (collectively, the “Incremental Term Loans”). The Incremental Term loans will be used to fund a portion of the Dorna acquisition, as described in note 1. The funding of the Incremental Term Loans are conditioned upon the scheduled consummation of the Dorna acquisition.
Debt Covenants
The Formula 1 Senior Loan Facilities contain certain financial covenants, including a leverage ratio. Additionally, Formula 1’s debt and other borrowings contain certain non-financial covenants.
Fair Value of Debt
Due to the variable rate nature of the Live Nation Margin Loan and other debt, the Company believes that the carrying amount approximates fair value at March 31, 2025.
**(9)**Commitments and Contingencies
Concorde Agreement
The 2021 Concorde Agreement provides, among other things, for the participation of the teams in the Formula One World Championship and provides for Formula 1 to make certain prize fund payments to the teams. The 2021 Concorde Agreement expires on December 31, 2025 and is made up of two separate documents: (a) the 2021 Concorde Commercial Agreement between Formula 1 and each of the teams; and (b) the 2021 Concorde Governance Agreement between Formula 1, the Fédération Internationale de l’Automobile (“FIA”) and each of the teams.
In March 2025, Formula 1 paid a total of $50 million to the 10 teams currently competing in the World Championship as an incentive for signing the 2026 Concorde Commercial Agreement. The 2026 Concorde Commercial Agreement addresses arrangements between Formula 1 and the teams for the World Championship seasons covering the period 2026 to 2030, and expires on December 31, 2030. A 2026 Concorde Governance Agreement for the same period is under discussion with the FIA and the teams. The $50 million one-time payment to the teams is excluded from Adjusted OIBDA.
Guarantees
In connection with agreements for the sale of assets by the Company or its subsidiaries, the Company may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters. The Company generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification obligations may extend for a number of years. The Company is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification guarantees.
Litigation
The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.
**(10)**Information About Liberty's Operating Segments
The Company, through its ownership interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries. The Company identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of the Company's annual pre-tax earnings.
Liberty’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to the Company’s reportable segments based on financial measures such as revenue, operating expenses (including team payments and other cost of revenue), selling, general and administrative expenses and Adjusted OIBDA (as defined below).
For segment reporting purposes, the Company defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses excluding all stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges. The Company believes this measure is an important indicator of the operational strength and performance of its 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 management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. 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 GAAP. The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.
Formula 1, a reportable segment, 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 with a varying number of Events taking place in different countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various aspects of its management and administration.
As of December 31, 2024, Live Nation met the Company’s reportable segment threshold for equity method affiliates. See note 7 for segment disclosures related to Live Nation.
The Company's reportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, differing revenue sources and marketing strategies. The significant accounting policies of the segments are the same as those described in the Company's summary of significant policies in the Company's annual financial statements filed on Form 10-K.
Performance Measures
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended March 31, 2025 · | ||||||||||
| · · · Corporate and · · · | ||||||||||
| · · Formula One · · Other · · Eliminations · · Total · | ||||||||||
| · · amounts in millions · | ||||||||||
| Revenue: | | | | | | | | | | |
| Primary revenue | | $319 | | — | | — | | 319 | | |
| Other revenue | | | 84 | | 53 | | (9) | | 128 | |
| Total revenue | | | 403 | | 53 | | (9) | | 447 | |
| Operating expenses: | | | | | | | | |||
| Team payments, excluding Concorde incentive payments | | | (114) | | — | | — | | (114) | |
| Other cost of revenue | | | (128) | | (39) | | 6 | | (161) | |
| Other operating expenses | | | — | | (4) | | 3 | | (1) | |
| Total operating expenses | | | (242) | | (43) | | 9 | | (276) | |
| Selling, general and administrative, excluding stock-based compensation | | | (76) | | (26) | | — | | (102) | |
| Adjusted OIBDA | | $85 | | (16) | | — | | 69 | | |
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended March 31, 2024 · | ||||||||||
| · · · Corporate and · · · | ||||||||||
| · · Formula One · · Other · · Eliminations · · Total · | ||||||||||
| · · amounts in millions · | ||||||||||
| Revenue: | | | | | | | | | | |
| Primary revenue | | $463 | | — | | — | | 463 | | |
| Other revenue | | | 90 | | 44 | | (10) | | 124 | |
| Total revenue | | | 553 | | 44 | | (10) | | 587 | |
| Operating expenses: | | | | | | | | |||
| Team payments | | | (163) | | — | | — | | (163) | |
| Other cost of revenue | | | (123) | | (26) | | 7 | | (142) | |
| Other operating expenses | | | — | | (4) | | 3 | | (1) | |
| Total operating expenses | | | (286) | | (30) | | 10 | | (306) | |
| Selling, general and administrative, excluding stock-based compensation | | | (59) | | (21) | | — | | (80) | |
| Adjusted OIBDA | | $208 | | (7) | | — | | 201 | | |
Our subsidiaries’ customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our unaudited condensed consolidated statement of operations as the services are provided.
Significant portions of the transaction prices are related to undelivered performance obligations that are under contractual arrangements that extend beyond one year. The Company anticipates recognizing revenue from the delivery of such performance obligations of approximately $2,455 million for the remainder of 2025, $2,500 million in 2026, $2,211 million in 2027, $5,652 million in 2028 through 2032, and $1,402 million thereafter. We have not included any amounts
in the undelivered performance obligations amounts for those performance obligations that relate to a contract with an original expected duration of one year or less.
Other Information
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, 2025 · | ||||||
| · Total · Investments | ||||||
| · · assets · · in affiliates · | ||||||
| | | amounts in millions | | |||
| Formula One Group | | | | | | |
| Formula 1 | | $9,468 | | 2 | | |
| Corporate and other | | 2,753 | 29 | | ||
| Intergroup elimination | | | (135) | | — | |
| Total Formula One Group | | | 12,086 | | 31 | |
| Liberty Live Group | | | | | | |
| Corporate and other | | | 1,231 | | 479 | |
| Total Liberty Live Group | | | 1,231 | | 479 | |
| Elimination | | | (32) | | — | |
| Consolidated Liberty | | $13,285 | 510 | | ||
The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) from continuing operations before income taxes:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three months ended · | ||||||
| · · March 31, · | ||||||
| · 2025 · 2024 | ||||||
| · · amounts in millions · | ||||||
| Adjusted OIBDA | | $69 | 201 | | ||
| Concorde incentive payments | | | (50) | | — | |
| Acquisition costs | | | (11) | | (9) | |
| Stock-based compensation | | (2) | (13) | | ||
| Depreciation and amortization | | (77) | (86) | | ||
| Operating income (loss) | | | (71) | | 93 | |
| Interest expense | | (55) | (62) | | ||
| Share of earnings (losses) of affiliates, net | | 1 | (24) | | ||
| Realized and unrealized gains (losses) on financial instruments, net | | 65 | (21) | | ||
| Other, net | | 36 | 21 | | ||
| Earnings (loss) from continuing operations before income taxes | | $(24) | 7 | | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.