FWONB Liberty Media Corporation (QB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): February 28, 2024

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LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

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12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02. Results of Operations and Financial Condition.

On February 28, 2024, Liberty Media Corporation (the “Company”) issued a press release (the “Earnings Release”) setting forth information, including financial information, which is intended to supplement the financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2024.

This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding the Company's results of operations or financial condition for the year ended December 31, 2023, are being furnished to the SEC.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Date: February 28, 2024

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Exhibit 99.1

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LIBERTY MEDIA CORPORATION REPORTS

FOURTH QUARTER AND YEAR END 2023 FINANCIAL RESULTS

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Englewood, Colorado, February 28, 2024 - Liberty Media Corporation ("Liberty Media" or “Liberty”) (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) today reported fourth quarter and year end 2023 results. Headlines include ⁽¹⁾:

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“Liberty had a productive 2023. We split-off the Atlanta Braves, created the Liberty Live Group tracking stock and announced the combination of Liberty SiriusXM Group with SiriusXM,” said Greg Maffei, Liberty Media President and CEO. “Formula 1 had another fantastic year with double digit growth across all revenue streams. The Las Vegas Grand Prix generated massive global buzz, and we look forward to delivering great racing, fan experiences and economic benefit to F1 and the local community for years to come. SiriusXM progressed a number of strategic achievements, launching its next generation app and investing in marquee talent while managing its cost structure. Live Nation is capitalizing on the globalization of the music industry, with 2024 already poised to surpass a record 2023.”

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Discussion of Results

Unless otherwise noted, the following discussion compares financial information for the three months or year ended December 31, 2023 to the same period in 2022.

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LIBERTY SIRIUSXM GROUP – The following table provides the financial results attributed to Liberty SiriusXM Group for the fourth quarter and full year 2023. $13 million and $61 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to Liberty SiriusXM Group in the fourth quarter and full year 2023, respectively.

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SiriusXM is a separate publicly traded company and additional information about SiriusXM can be obtained through its website and filings with the Securities and Exchange Commission. SiriusXM reported its stand-alone fourth quarter and full year results on February 1, 2024. For additional detail on SiriusXM’s financial results, please see SiriusXM’s earnings

release posted to its Investor Relations website. For presentation purposes on page one of this release, we include the results of SiriusXM, as reported by SiriusXM, without regard to the purchase accounting adjustments applied by us for purposes of our financial statements. Liberty Media believes the presentation of financial results as reported by SiriusXM is useful to investors as the comparability of those results is best understood in the context of SiriusXM's historical financial presentation.  

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The businesses and assets attributed to Liberty SiriusXM Group consist primarily of Liberty Media’s interest in SiriusXM, which includes its subsidiary Pandora.

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FORMULA ONE GROUP – The following table provides the financial results attributed to Formula One Group for the fourth quarter and full year 2023. $16 million and $72 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to Formula One Group in the fourth quarter and full year 2023, respectively.

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“2023 marked another incredible season for Formula 1. We had strong engagement across all platforms, with record race attendance and F1 holding its position as the fastest growing league on social media for the fourth consecutive year. F1 saw continued fan growth especially in the US market, strengthened by the successful Las Vegas Grand Prix, and across a younger and more female audience,” said Stefano Domenicali, Formula 1 President and CEO. “Our sustainability initiatives remain a priority for F1 and our partners, and we look forward to running all seven F1 Academy races this season alongside the F1 calendar. We are excited for the 2024 season as we focus on deepening our relationships with fans and optimizing our commercial partnerships to bring incremental value.”

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The following table provides the operating results of Formula 1 (“F1”).

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F1 Operating Results

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Primary F1 revenue represents the majority of F1’s revenue and is derived from (i) race promotion revenue, (ii) media rights fees and (iii) sponsorship fees. For the year ended December 31, 2023, these revenue streams comprised 29.3%, 32.2% and 18.0%, respectively, of total F1 revenue.

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There were 22 and 6 races held in the full years and fourth quarters of both 2023 and 2022. In the fourth quarter of 2023, F1 directly promoted the inaugural Las Vegas Grand Prix and recognized the revenue (ticketing, sponsorship, hospitality) and cost related to the event.

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Primary F1 revenue grew in the full year and fourth quarter with increases across all revenue streams. Race promotion revenue grew primarily due to ticketing revenue from the inaugural Las Vegas Grand Prix and other contractual increases

in fees. Race promotion revenue in the full year and fourth quarter also benefited from the mix of races held in each period compared to the comparable periods in the prior year. Sponsorship revenue increased due to the recognition of revenue from the Las Vegas Grand Prix, income from new sponsors and growth in revenue from existing sponsors. Media rights revenue grew due to increased fees under new and renewed contractual agreements and continued growth in F1 TV subscription revenue. Other F1 revenue increased in the full year and fourth quarter primarily driven by higher hospitality revenue generated from the delivery of hospitality and experiences at the Las Vegas Grand Prix as well as Paddock Club growth at other events, with full year growth partially offset by lower freight income driven by the easing of freight cost inflation on billing rates.

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Operating income and adjusted OIBDA⁽²⁾ grew in the full year and fourth quarter. Team payments increased in the full year and fourth quarter driven by the growth in F1 revenue and the associated impact on the calculation of the team payments, which are 100% variable under the 2021 Concorde Agreement. Team payments as a percent of pre-team payment adjusted OIBDA decreased from 66% in 2022 to 63% in 2023 reflecting growth in adjusted OIBDA and an associated reduction on the payout percentage under the terms of the 2021 Concorde Agreement. Other cost of F1 revenue is largely variable in nature and is mostly derived from servicing both Primary and Other F1 revenue opportunities. These costs increased in the full year and fourth quarter primarily driven by the costs of promoting, organizing and delivering the Las Vegas Grand Prix as well as higher hospitality costs at other events associated with increased Paddock Club attendance and cost inflation, partially offset by significantly lower freight costs. Other cost of F1 revenue also increased in both periods due to higher commissions and partner servicing costs associated with growth in Primary F1 revenue streams and higher travel costs. Selling, general and administrative expense increased for the full year due to higher personnel, IT and marketing costs as well as costs associated with planning and running the Las Vegas Grand Prix, partially offset by lower legal and professional fees and foreign exchange favorability. Selling, general and administrative expense decreased in the fourth quarter as higher personnel costs were offset primarily by foreign exchange favorability.

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The businesses and assets attributed to Formula One Group during the fourth quarter of 2023 consisted of Liberty Media’s subsidiary F1 and other minority investments, and as of January 3, 2024, consist primarily of Liberty Media’s subsidiaries F1 and Quint, and other minority investments.

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LIBERTY LIVE GROUP – Liberty Live Group was allocated $6 million and $11 million of corporate level selling, general and administrative expense (including stock-based compensation expense) in the fourth quarter and full year 2023, respectively.

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The businesses and assets attributed to Liberty Live Group consist primarily of Liberty Media’s interest in Live Nation and other minority investments.

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Share Repurchases

There were no repurchases of Liberty Media’s common stock from November 1, 2023 through January 31, 2024. The total remaining repurchase authorization for Liberty Media as of February 1, 2024 is $1.1 billion and can be applied to repurchases of common shares of any of the Liberty Media tracking stocks.

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FOOTNOTES

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NOTES

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The following financial information with respect to Liberty Media’s equity affiliates, available for sale securities, cash and debt is intended to supplement Liberty Media’s consolidated balance sheet and statement of operations to be included in its Form 10-K for the year ended December 31, 2023.

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Fair Value of Corporate Public Holdings

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Cash and Debt

The following presentation is provided to separately identify cash and debt information.

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Liberty Media and its consolidated subsidiaries are in compliance with their debt covenants as of December 31, 2023.

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Total cash and cash equivalents attributed to Liberty SiriusXM Group decreased $21 million during the fourth quarter as net debt repayment at both Liberty SiriusXM Group and SiriusXM and return of capital at SiriusXM more than offset cash from operations at SiriusXM. Included in the cash and cash equivalents balance attributed to Liberty SiriusXM Group at

December 31, 2023 is $216 million held at SiriusXM. Although SiriusXM is a consolidated subsidiary, it is a separate public company with a non-controlling interest, therefore Liberty Media does not have ready access to SiriusXM’s cash balance. Liberty SiriusXM Group received $85 million of dividends from SiriusXM during the fourth quarter and $318 million of dividends for the full year ended December 31, 2023.

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Total debt attributed to Liberty SiriusXM Group decreased $434 million during the fourth quarter due to debt repayments at both Liberty SiriusXM Group and SiriusXM. During the quarter, Liberty SiriusXM Group retired the remaining $199 million outstanding principal amount of its 1.375% cash convertible notes with cash on hand and settled the remaining associated bond hedge and warrants, and paid down $80 million under its SiriusXM margin loan, in part using $61 million of proceeds received through the debt-for-equity exchange of 1.8 million shares of previously held Atlanta Braves Holdings Series C common stock. SiriusXM reduced borrowing under its revolving credit facility and retired the remaining outstanding principal amount of the Pandora convertible senior notes due 2023 with cash during the fourth quarter.

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Total cash and cash equivalents attributed to Formula One Group decreased $62 million during the fourth quarter as cash from operations at F1 was more than offset by capital expenditures primarily related to the Las Vegas Grand Prix. Total debt attributed to Formula One Group was relatively flat in the fourth quarter.

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Total cash and cash equivalents attributed to Liberty Live Group decreased $10 million during the fourth quarter primarily due to interest payments. Total debt attributed to Liberty Live Group was flat during the quarter.

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Important Notice: Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) will discuss Liberty Media's earnings release on a conference call which will begin at 10:00 a.m. (E.T.) on February 28, 2024. The call can be accessed by dialing (877) 704-2829 or (215) 268-9864, passcode 13742815 at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast go to https://www.libertymedia.com/investors/news-events/ir-calendar. Links to this press release will also be available on the Liberty Media website.

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This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial performance and prospects, and our planned combination of Liberty SiriusXM Group and SiriusXM (the “Proposed Combination”), our expectations regarding the F1 and Live Nation businesses, the continuation of our stock repurchase plan and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, regulatory matters affecting our businesses, the unfavorable outcome of pending or future litigation, the failure to realize benefits of acquisitions, rapid technological and industry change, failure of third parties to perform, continued access to capital on terms acceptable to Liberty Media, changes in law, including consumer protection laws, and their enforcement, the satisfaction of all conditions to the Proposed Combination, and market conditions conducive to stock repurchases. These forward-looking statements speak only as of the date of this press release, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Media's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Media, including the most recent Form 10-K, for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media's business which may affect the statements made in this press release.

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Contact: Shane Kleinstein (720) 875-5432

LIBERTY MEDIA CORPORATION

BALANCE SHEET INFORMATION

December 31, 2023 (unaudited)

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LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS
Twelve months ended December 31, 2023 (unaudited)

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