2019 ANNUAL REPORT 2020 PROXY STATEMENT2019 ANNUAL REPORT 2020 PROXY STATEMENT 2019 ANNUAL REPORT
2019 ANNUAL REPORT
2020 PROXY STATEMENT
2020 PROXY STATEMENT
LETTER TO SHAREHOLDERS
STOCK PERFORMANCE
INVESTMENT SUMMARY
PROXY STATEMENT
FINANCIAL INFORMATION
CORPORATE DATA
ENVIRONMENTAL STATEMENT
Certain Statements in this Annual Report constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding future financial
performance, our business, product and marketing plans,
strategies and initiatives; new service offerings; renewal of
licenses and authorizations; revenue and subscriber growth at
Sirius XM Holdings Inc. (“SIRIUS XM”); the recoverability of our
goodwill and other long-lived assets; the performance of our equity
affiliates; our projected sources and uses of cash; the payment of
dividends by SIRIUS XM; 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. In
particular, statements in our “Letter to Shareholders” and under
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Quantitative and Qualitative
Disclosures About Market Risk” contain forward looking statements.
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 that could cause actual results
or events to differ materially from those anticipated:
• consumer demand for our products and services and our ability
to adapt to changes in demand;
• competitor responses to our businesses’ products and services;
• general economic and business conditions and industry trends
(including due to the novel coronavirus outbreak);
• uncertainties inherent in the development and integration of
new business lines and business strategies;
• uncertainties associated with product and service development
and market acceptance, including the development and
provision of programming for satellite radio and
telecommunications technologies;
• our businesses’ significant dependence upon automakers;
• our businesses’ ability to attract and retain subscribers in the
future is uncertain;
• our future financial performance, including availability, terms
and deployment of capital;
• our ability to successfully integrate and recognize anticipated
efficiencies and benefits from the businesses we acquire;
• the ability of suppliers and vendors to deliver products,
equipment, software and services;
• interruption or failure of our information technology and
communication systems, including the failure of SIRIUS XM’s
satellites, could negatively impact our results and brand;
• royalties for music rights have increased and may continue to
do so in the future;
• the integration of Pandora by SIRIUS XM and the impact of the
acquisition on SIRIUS XM’s expected results of operations and
financial condition;
• the outcome of any pending or threatened litigation or
investigation;
• availability of qualified personnel;
• changes in, or failure or inability to comply with, government
regulations, including, without limitation, regulations of the
Federal Communications Commission and consumer protection
laws, and adverse outcomes from regulatory proceedings;
• changes in the nature of key strategic relationships with
partners, vendors and joint venturers;
• consumer spending levels, including the availability and amount
of individual consumer debt;
• rapid technological changes;
• impairments of third-party intellectual property rights;
• our indebtedness and its impact on the ability of our subsidiaries
to react to changes in the economy or our industry;
• our businesses’ ability to protect the security of personal
information about our businesses’ customers;
• the regulatory and competitive environment of the industries in
which we, and the entities in which we have interests, operate;
and
• threatened terrorist attacks, political unrest in international
markets and ongoing military action around the world.
These forward-looking statements and such risks, uncertainties
and other factors speak only as of the date of this Annual Report, and
we expressly disclaim any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement
contained herein, to reflect any change in our expectations with
regard thereto, or any other change in events, conditions or
circumstances on which any such statement is based. When
considering such forward-looking statements, you should keep in
mind any risk factors identified and other cautionary statements
contained in this Annual Report and in our publicly filed
documents, including our most recent Forms 10-K and 10-Q. Such
risk factors and statements describe circumstances which could
cause actual results to differ materially from those contained in any
forward-looking statement. This Annual Report includes
information concerning public companies in which we have
controlling and non-controlling interests that file reports and other
information with the Securities and Exchange Commission (the
“SEC”) in accordance with the Securities Exchange Act of 1934, as
amended. Information contained in this Annual Report concerning
those companies has been derived from the reports and other
information filed by them with the SEC. If you would like further
information about these companies, the reports and other information
they file with the SEC can be accessed on the Internet website
maintained by the SEC at www.sec.gov. Those reports and other
information are not incorporated by reference in this Annual Report.
4
ANNUAL REPORT 2020
LETTER TO SHAREHOLDERS
April 2020
Dear Fellow Shareholders,
We write this today in a world facing unprecedented challenges.
First and foremost, we hope all of you are staying safe and healthy.
Times like these remind us of what really matters. We are
grateful for the management teams of our businesses, all of whom
have risen to the occasion and set an example with their
leadership. We are thankful that we have been able to be nimble in
switching to remote work and appreciate the dedication of our
Liberty employees and employees at the various portfolio companies
through this difficult time. And in today’s volatile markets, we’re
grateful for our diverse portfolio and long-term perspective.
In this environment, we are reminded of the importance of investing
in structurally sound businesses with longevity. As investors
focused on the long term, we want to take this opportunity to look
beyond the market volatility and reiterate our conviction in the
portfolio we have built. But first, let’s briefly review the successes
of 2019.
2019 REVIEW
2019 was a fantastic year for Liberty Media. All of our companies
performed well, demonstrating the value of the power of live and
differentiated content we have so often emphasized.
• SiriusXM completed the acquisition of Pandora and made
significant progress on its integration. The team achieved
outstanding financial and subscriber results at SiriusXM, including
the tenth consecutive year of one million or more self-pay net
adds. The Pandora business became a positive contributor to
EBITDA in 2019, and the combination has contributed to new and
exciting strategic programming initiatives that include creative
agreements with megastars and popular entertainment brands.
• Formula 1 financial results and fan engagement statistics
clearly showed the benefits of the foundational investments we
have made since the acquisition. The sport took a major step
forward with the approval of the new technical, sporting and
financial regulations. We look forward to the benefits the new
regulations will bring both on and off the track, including
more balanced competition and a sustainable business
environment for the teams.
• Live Nation continued to turn their flywheel, delivering their
ninth consecutive year of growth. During the year, Live Nation
promoted 40,000 shows in 42 countries. 38 new venues were
added to the portfolio and average spend per fan grew by $2.50.
Festivals had an especially strong year and Ticketmaster
established itself as a leader in digital ticketing, deploying
Presence in over 700 venues.
• Atlanta Braves won their second straight National League East
division title and had the most Silver Slugger Awards of any
team in the 2019 season. Baseball revenue and tickets sold grew
for the year, an unusual feat for the years following the
opening season at a new ballpark. At the Battery, we started the
second phase of construction and are excited to welcome new
tenants in the coming years.
2020 IN PERSPECTIVE—ADDRESSING THE
CORONAVIRUS PANDEMIC WITH CONVICTION IN
LONG TERM BUSINESS MODELS
2019 was a great year for Liberty Media; unfortunately as we write
this today, we are looking at a different world. The onset of the
coronavirus pandemic is something none of us would have predicted,
and its duration remains unknown. Despite a temperamental
market backdrop, we are confident in the strength of the business
models of each of our portfolio companies. We oversee a diverse
portfolio of businesses with solid financial profiles that are
structured to withstand bouts of volatility. That being said, this year
will be difficult. Formula 1, Live Nation and the Braves have
delayed the start of their live event schedules. We could find
ourselves in a scenario where these businesses don’t have
meaningful revenue for some period of time. We are preparing
ourselves to weather whatever storm may come, but these
businesses are structurally sound and will survive.
Understandably, the uncertainty of today’s environment has created
a heightened focus on the liquidity picture at each of our
businesses. We have always looked for investments with attractive
cash flow profiles. Hindsight is always 20/20, but that focus in
prior years has benefitted us greatly in the volatile market we are
seeing today. We are using this opportunity to fortify the balance
sheets of our companies where necessary. We must prepare
ourselves for situations where few or even no large scale live events
can be held, and some of our operating businesses may need
covenant relief. That being said, we assure you we are examining
all possible scenarios and will be proactive in working with our
relationship banks.
Let’s examine the positions of each of our companies.
Liberty SiriusXM Group: The SiriusXM business is resilient by
nature: a stable, subscription business with a unique position in the
car and differentiated content both created internally and
procured under long term contracts. With the added reach of
Pandora, the company now has a much more substantial presence
on various platforms outside the car. On the liquidity side,
SiriusXM is well-capitalized, generates ample free cash flow, has
no near-term debt maturities, and has substantial undrawn capacity
on its existing revolving credit facility.
ANNUAL REPORT 2020
5
LETTER TO SHAREHOLDERS
At the tracker level, Liberty SiriusXM is in a solid position. The
exchangeable senior debentures mature in 2048 and 2049, with put/
call dates in 2023 and 2024, and the margin loan had $1 billion
undrawn capacity as of year-end. Only 1.1 billion shares of our stake
in SiriusXM are pledged to the margin loan and underlying the
exchangeable bonds, leaving us with the flexibility 2.1 billion
unencumbered shares offers.
Formula One Group: We know it has been said before, but F1 is a
truly singular asset. Not only is it an iconic brand, celebrating its 70th
anniversary with a global fan base of over 500 million, but it also
has an extremely attractive financial profile with contracted revenue
streams, a cost base that is predominantly variable, and minimal
required capex. The 2020 season at Formula 1 will look different
than we had anticipated, but we are confident the sport will bounce
back stronger than ever. Furthermore, an unusual 2020 season
will not tarnish the future of the business, and Chase and team are
focused on sustaining the health of the entire F1 ecosystem
through this time. For example, on the team front, we have delayed
the implementation of the Technical Regulations to 2022,
planning for a shortened 2020 season and quick turnaround to
2021 that will be more manageable for the teams. In the meantime,
we continue to keep the F1 community engaged through virtual
events featuring F1 drivers, eSports professionals, and other
celebrities and athletes.
Similarly to F1, Live Nation will see an impact in 2020. Shows have
been delayed and this year’s financial results will be affected.
However, we do not believe the current situation reflects an
existential change in fan behavior. Artists will still want to perform
in concerts and fans will still have an appetite for shows.
At the Formula One Group level, we took a step to reduce exposure
to market volatility and paid down the outstanding balance of our
Live Nation margin loan in March. F1 itself has cash and a
$500 million credit facility, of which we drew $475 million
subsequent to year end. We are mindful of the 8.25x covenant
threshold at the F1 operating company and will work with the small
syndicate of relationship banks under our credit facility should
that covenant become an issue. As a reminder, the F1 debt is
non-recourse to Liberty Media Corp. Recall that there are also various
unencumbered public equities at the tracker, including additional
Live Nation shares and a portion of the Braves Group intergroup
interest. We are prepared to examine alternatives, including whether
to margin or otherwise monetize some of these assets, if the F1
season does not get underway.
Braves Group: The Atlanta Braves is a storied franchise dating
back to 1871 (when the team was called the Boston Red Stockings)
with a winning history and fan base that sprawls over most of the
Southeastern US. The franchise also benefits from a new
best-in-class ballpark, surrounding real estate development and
spring training facility with a baseball academy that have set the
standard for sports teams across the country. While we eagerly await
the next time we’ll hear the crack of the bat at Truist Park, we are
comforted knowing the team is well-positioned to pull through this
period of uncertainty. MLB and the Players Association reached
an agreement that will reduce salary expense in the event of further
game cancellations, while guaranteeing service time for certain
players. In addition, in partnership with the MLB, the Braves created
a $1+ million special disaster relief fund to help ballpark staff
affected by the delay of the 2020 season.
The Braves have covenants that will need to be addressed in their
operating company debt, which is non-recourse to Liberty Media
Corp. We continue to evaluate the liquidity situation as the season
develops.
6
ANNUAL REPORT 2020
LETTER TO SHAREHOLDERS
LOOKING AHEAD
These are uncertain times and 2020 will be a challenging year, but we remain optimistic about opportunities ahead. We have historically
taken advantage of market volatility for the benefit of our shareholders. Recall when we made our first investment in SiriusXM back in 2009.
We agreed to invest up to $530 million in SiriusXM debt, with actual total cash investment coming in at under $400 million, and received
preferred stock convertible into 40% of the common equity. The initial investment was repaid in under six months, and our stake in the
company is worth over $15 billion as of this writing.
We will keep an eye on disruptions and think market dislocations can lead to opportunity. And, as always, we will continue to focus on
creating shareholder value through identifying attractive investments, engineering creative deal structures, working with management
teams to define long-term strategies, and maintaining a forward-looking perspective.
We look forward to seeing many of you at this year’s annual investor meeting, which will take place (hopefully in person) on Thursday,
November 19th at the TimesCenter at 242 West 41st Street in New York City.
We appreciate your ongoing support.
Very truly yours,
Gregory B. Maffei
President & Chief Executive Officer
John C. Malone
Chairman of the Board
ANNUAL REPORT 2020
7
STOCK PERFORMANCE
The following graph compares the percentage change in the cumulative total stockholder return on the composite Liberty Media Series A,
Series B and Series C common stock (and its successor issuances) from December 31, 2014 through December 31, 2019 to the S&P
500 Index and the S&P 500 Media Index. On April 15, 2016 our former Series A, Series B and Series C common stock was recapitalized
into common stock of three tracking stock groups: the Liberty SiriusXM Group (Nasdaq: LSXMA, LSXMB, LSXMK), the Formula One Group
(Nasdaq: FWONA, FWONK) (formerly known as the Liberty Media Group (Nasdaq: LMCA, LMCK)) and the Braves Group (Nasdaq: BATRA,
BATRK). This chart includes the impact of (i) the aforementioned recapitalization of Liberty Media’s common stock into three tracking
stock groups and (ii) the Braves Group rights offering.
LIBERTY MEDIA COMMON STOCK COMPOSITE VS. S&P 500 AND S&P 500 MEDIA INDICES
12/31/14 TO 12/31/19
$190
$170
$150
$130
$110
$90
Dec-14
Dec-15
Dec-16
Dec-17
Dec-18
Dec-19
LIBERTY MEDIA SERIES A COMPOSITE
LIBERTY MEDIA SERIES B COMPOSITE
LIBERTY MEDIA SERIES C COMPOSITE
S&P 500 INDEX
S&P 500 MEDIA INDEX
LIBERTY MEDIA SERIES A COMPOSITE
LIBERTY MEDIA SERIES B COMPOSITE
LIBERTY MEDIA SERIES C COMPOSITE
S&P 500 INDEX
S&P 500 MEDIA INDEX
12/31/14
$100.00
$100.00
$100.00
$100.00
$100.00
12/31/15
$111.28
$108.02
$108.71
$99.27
$94.28
12/31/16
$126.94
$126.52
$126.11
$108.74
$107.17
12/31/17
$143.15
$155.46
$145.20
$129.86
$114.49
12/31/18
$134.09
$130.86
$136.20
$121.76
$102.03
12/31/19
$178.73
$176.57
$180.91
$156.92
$136.33
Note: Trading data for all Series B shares is limited as they are thinly traded.
8
ANNUAL REPORT 2020
STOCK PERFORMANCE
The following graph compares the percentage change in the cumulative total stockholder return on an investment in our Series A, Series B
and Series C Liberty SiriusXM common stock (Nasdaq: LSXMA, LSXMB, LSXMK) from April 18, 2016 (the date on which these shares first
traded “regular way”) through December 31, 2019 to the S&P 500 Index and the S&P 500 Media Index.
LIBERTY SIRIUSXM COMMON STOCK VS. S&P 500 AND S&P 500 MEDIA INDICES
4/18/16 TO 12/31/19
$170
$160
$150
$140
$130
$120
$110
$100
$90
Apr-16
Aug-16
Dec-16
Apr-17
Aug-17
Dec-17
Apr-18
Aug-18
Dec-18
Apr-19
Aug-19
Dec-19
SERIES A LIBERTY SIRIUSXM
SERIES B LIBERTY SIRIUSXM
SERIES C LIBERTY SIRIUSXM
S&P 500 INDEX
S&P 500 MEDIA INDEX
SERIES A LIBERTY SIRIUSXM
SERIES B LIBERTY SIRIUSXM
SERIES C LIBERTY SIRIUSXM
S&P 500 INDEX
S&P 500 MEDIA INDEX
4/18/16
$100.00
$100.00
$100.00
$100.00
$100.00
12/31/16
$110.64
$105.08
$112.95
$106.90
$106.92
12/31/17
$127.12
$133.83
$132.07
$127.66
$114.22
12/31/18
$117.95
$109.86
$123.14
$119.70
$101.79
12/31/19
$154.94
$146.34
$160.31
$154.26
$136.02
Note: Trading data for all Series B shares is limited as they are thinly traded.
ANNUAL REPORT 2020
9
STOCK PERFORMANCE
The following graph compares the percentage change in the cumulative total stockholder return on an investment in our Series A and
Series C Liberty Formula One common stock (Nasdaq: FWONA, FWONK) (formerly known as the Liberty Media common stock (Nasdaq: LMCA,
LMCK)) from April 18, 2016 (the date on which these shares first traded “regular way”) through December 31, 2019 to the S&P 500
Index and the S&P 500 Media Index.
LIBERTY FORMULA ONE COMMON STOCK VS. S&P 500 AND S&P 500 MEDIA INDICES
4/18/16 TO 12/31/19
$270
$250
$230
$210
$190
$170
$150
$130
$110
$90
Apr-16
Aug-16
Dec-16
Apr-17
Aug-17
Dec-17
Apr-18
Aug-18
Dec-18
Apr-19
Aug-19
Dec-19
SERIES A LIBERTY FORMULA ONE
SERIES C LIBERTY FORMULA ONE
S&P 500 INDEX
S&P 500 MEDIA INDEX
SERIES A LIBERTY FORMULA ONE
SERIES C LIBERTY FORMULA ONE
S&P 500 INDEX
S&P 500 MEDIA INDEX
4/18/16
$100.00
$100.00
$100.00
$100.00
12/31/16
$164.74
$172.62
$106.90
$106.92
12/31/17
$171.94
$188.21
$127.66
$114.22
12/31/18
$156.17
$169.15
$119.70
$101.79
12/31/19
$230.06
$253.25
$154.26
$136.02
10
ANNUAL REPORT 2020
STOCK PERFORMANCE
The following graph compares the percentage change in the cumulative total stockholder return on an investment in our Series A and
Series C Liberty Braves common stock (Nasdaq: BATRA, BATRK), including the impact of the Braves Group rights offering, from April 18,
2016 (the date on which these shares first traded “regular way”) through December 31, 2019 to the S&P 500 Index and the S&P 500 Media
Index.
LIBERTY BRAVES COMMON STOCK VS. S&P 500 AND S&P 500 MEDIA INDICES
4/18/16 TO 12/31/19
$220
$200
$180
$160
$140
$120
$100
$80
$60
Apr-16
Aug-16
Dec-16
Apr-17
Aug-17
Dec-17
Apr-18
Aug-18
Dec-18
Apr-19
Aug-19
Dec-19
SERIES A LIBERTY BRAVES
SERIES C LIBERTY BRAVES
S&P 500 INDEX
S&P 500 MEDIA INDEX
SERIES A LIBERTY BRAVES
SERIES C LIBERTY BRAVES
S&P 500 INDEX
S&P 500 MEDIA INDEX
4/18/16
$100.00
$100.00
$100.00
$100.00
12/31/16
$121.06
$126.70
$106.90
$106.92
12/31/17
$132.72
$139.22
$127.66
$114.22
12/31/18
$153.50
$159.73
$119.70
$101.79
12/31/19
$188.06
$195.44
$154.26
$136.02
ANNUAL REPORT 2020
11
INVESTMENT SUMMARY
(Based on publicly available information as of January 31, 2020) Libertymedia.com/asset-list.aspx
Liberty Media Corporation owns interests in a broad range of media, communications and entertainment businesses. Those interests are
attributed to three tracking stock groups: the Braves Group, Formula One Group and Liberty SiriusXM Group.
The following tables set forth some of Liberty Media Corporation’s assets which may be held directly and indirectly through partnerships,
joint ventures, common stock investments and/or instruments convertible into common stock. Ownership percentages in the tables are
approximate and, where applicable, assume conversion to common stock by Liberty Media Corporation and, to the extent known by
Liberty Media Corporation, other holders. In some cases, Liberty Media Corporation’s interest may be subject to buy/sell procedures,
repurchase rights or dilution.
BRAVES GROUP
ENTITY
DESCRIPTION OF OPERATING BUSINESS
Braves Holdings, LLC
Owner of the Atlanta Braves, a Major League Baseball club, as well
as certain of the Atlanta Braves minor league clubs and associated
real estate projects.
ENTITY
Associated
Partners, L.P.
AT&T Inc.
(NYSE: T)
Braves Group
Drone Racing
League, Inc.
Formula 1
FORMULA ONE GROUP
DESCRIPTION OF OPERATING BUSINESS
Investment and operating partnership that targets long-term,
risk-balanced and tax-efficient returns.
AT&T is a global leader in telecommunications, media and
entertainment and technology. It executes in the market under four
operating units: WarnerMedia, Communications, Latin America and
Xandr.
Consists of Liberty Media Corporation’s wholly owned subsidiary
Braves Holdings, LLC, which owns the Atlanta Braves, a Major
League Baseball club, as well as certain of the Atlanta Braves’
minor league clubs and associated real estate projects.
DRL is the premier drone racing league. A sports and media
company, DRL combines world-class pilots, iconic locations, and
proprietary technology to create engaging drone racing content with
mass appeal.
Formula 1, which began in 1950, is an iconic global motorsports
business.
Ideiasnet
(BOVESPA: IDNT3)
A Brazil-based company that develops projects and acquires stakes
in companies in technology, media and telecommunications.
INRIX, Inc.
Provider of traffic data and analytics to auto OEM’s, governments,
businesses and consumers.
Kroenke Arena
Company, LLC
Owner of the Pepsi Center, a sports and entertainment facility in
Denver, Colorado.
Liberty SiriusXM Group
Liberty Technology
Venture Capital, LLC
Includes Liberty Media Corporation’s interest in SiriusXM.
Investment fund focused on Israeli technology companies.
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
N/A
100%
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
N/A
6.1
9.1
N/A
N/A
3.9
N/A
N/A
1.1
N/A
33%
<1%
15%(3)
3%
100%
24%
4%
7%
<1%(4)
80%
12
ANNUAL REPORT 2020
INVESTMENT SUMMARY
ENTITY
DESCRIPTION OF OPERATING BUSINESS
FORMULA ONE GROUP
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
Live Nation
Entertainment, Inc.
(NYSE: LYV)
Tastemade, Inc.
Largest live entertainment company in the world, consisting of three
segments: concerts, sponsorship and advertising and ticketing.
Tastemade brings the world’s leading tastemakers in food together
to create high-quality shows in the food and lifestyle category for
digital platforms.
69.6
N/A
33%
6%
ENTITY
DESCRIPTION OF OPERATING BUSINESS
LIBERTY SIRIUSXM GROUP
iHeartMedia, Inc.
(NASDAQ: IHRT)
Sirius XM Holdings Inc.
(NASDAQ: SIRI)
American audio company with over 850 live broadcast stations and
a leading streaming broadcast radio platform.
A satellite radio company delivering commercial-free music plus
sports, entertainment, comedy, talk, news, traffic and weather.
1)
2)
3)
4)
5)
Applicable only for publicly-traded entities.
Represents undiluted ownership interest unless otherwise noted.
Represents an inter-group interest in the Braves Group, which is not represented by outstanding shares.
Represents an inter-group interest in the Liberty SiriusXM Group, which is not represented by outstanding shares.
Ownership includes both iHeartMedia Class B common stock and warrants.
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
7.0
3,162.2
5%(5)
72%
ANNUAL REPORT 2020
13
LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
April 13, 2020
Dear Stockholder:
You are cordially invited to attend the 2020 annual meeting of stockholders of Liberty Media Corporation (Liberty
Media) to be held at 8:15 a.m., Mountain time, on May 21, 2020. Due to concerns about the coronavirus, this year the
annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may
attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by
visiting www.virtualshareholdermeeting.com/LMC2020. To enter the annual meeting, you will need the 16-digit control
number that is printed in the box marked by the arrow on your proxy card. We recommend logging in at least
fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will
start shortly before the meeting on May 21, 2020.
At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying
notice of annual meeting and proxy statement, as well as on such other business as may properly come before the
meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the
annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone
or by completing, signing and returning by mail the enclosed proxy card. Doing so will not prevent you from
later revoking your proxy or changing your vote at the meeting.
Thank you for your cooperation and continued support and interest in Liberty Media.
Very truly yours,
The proxy materials relating to the annual meeting will first be made available on or about April 16, 2020.
Gregory B. Maffei
President and Chief Executive Officer
LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be Held on May 21, 2020
NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Liberty Media Corporation (Liberty Media)
to be held at 8:15 a.m., Mountain time, on May 21, 2020. Due to concerns about the coronavirus (COVID-19), this year
the annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may
attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting
www.virtualshareholdermeeting.com/LMC2020. To enter the annual meeting, you will need the 16-digit control
number that is printed in the box marked by the arrow on your proxy card. We recommend logging in at least fifteen
minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start
shortly before the meeting on May 21, 2020. At the annual meeting, you will be asked to consider and vote on the
following proposals:
1. A proposal (which we refer to as the election of directors proposal) to elect Evan D. Malone, David E.
Rapley and Larry E. Romrell to continue serving as Class I members of our board until the 2023 annual
meeting of stockholders or their earlier resignation or removal; and
2. A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP
as our independent auditors for the fiscal year ending December 31, 2020.
You may also be asked to consider and vote on such other business as may properly come before the annual
meeting.
Holders of record of our Series A Liberty SiriusXM common stock, par value $0.01 per share, Series A Liberty
Braves common stock, par value $0.01 per share, Series A Liberty Formula One common stock, par value $0.01
per share, Series B Liberty SiriusXM common stock, par value $0.01 per share, Series B Liberty Braves common
stock, par value $0.01 per share, and Series B Liberty Formula One common stock, par value $0.01 per share, in each
case, outstanding as of 5:00 p.m., New York City time, on March 31, 2020, the record date for the annual meeting,
will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or
postponement thereof. These holders will vote together as a single class on each proposal. A list of stockholders
entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado
80112 for review by our stockholders for any purpose germane to the annual meeting for at least ten days prior to
the annual meeting. If you have any questions with respect to accessing this list, please contact Liberty Media Investor
Relations at (877) 772-1518. The holders of record of our Series C Liberty SiriusXM common stock, par value
$0.01 per share, Series C Liberty Braves common stock, par value $0.01 per share, and Series C Liberty Formula
One common stock, par value $0.01 per share, are not entitled to any voting powers, except as required by Delaware
law, and may not vote on the proposals to be presented at the annual meeting.
We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the
proxy statement in its entirety before voting.
Our board of directors has unanimously approved each proposal and recommends that you vote “FOR” the election
of each director nominee and “FOR” the auditors ratification proposal.
Votes may be cast electronically during the annual meeting via the Internet or by proxy prior to the meeting by
telephone, via the Internet, or by mail.
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on
May 21, 2020: our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2019 Annual Report to
Stockholders are available at www.proxyvote.com.
YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing
the expense of any further proxy solicitation in connection with the annual meeting.
By order of the board of directors,
Michael E. Hurelbrink
Assistant Vice President and Secretary
Englewood, Colorado
April 13, 2020
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA
TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND
RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.
TABLE OF CONTENTS
PROXY STATEMENT SUMMARY
THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . 1
Electronic Delivery . . . . . . . . . . . . . . . . . . . . . . . 1
Time, Place and Date . . . . . . . . . . . . . . . . . . . . . 1
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Who May Vote . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Votes You Have . . . . . . . . . . . . . . . . . . . . . . . . . 2
Recommendation of Our Board of Directors . . . . . 2
Shares Outstanding . . . . . . . . . . . . . . . . . . . . . . 2
Number of Holders . . . . . . . . . . . . . . . . . . . . . . . 3
Voting Procedures for Record Holders . . . . . . . . . 3
Voting Procedures for Shares Held in Street
Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Revoking a Proxy . . . . . . . . . . . . . . . . . . . . . . . . 4
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . 4
Other Matters to Be Voted on at the Annual
Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . . . . 5
Security Ownership of Certain Beneficial Owners . 5
. . . . . . . . . .11
Security Ownership of Management
Changes in Control . . . . . . . . . . . . . . . . . . . . . . .16
PROPOSALS OF OUR BOARD . . . . . . . . . . . . . . .17
PROPOSAL 1—THE ELECTION OF DIRECTORS
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . .17
Vote and Recommendation . . . . . . . . . . . . . . . . .21
PROPOSAL 2—THE AUDITORS RATIFICATION
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Audit Fees and All Other Fees . . . . . . . . . . . . . . .22
Policy on Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditor
. . . . .22
Vote and Recommendation . . . . . . . . . . . . . . . . .23
MANAGEMENT AND GOVERNANCE MATTERS . .24
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . .24
Delinquent Section 16(a) Reports . . . . . . . . . . . .24
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . .25
Director Independence . . . . . . . . . . . . . . . . . . . .25
Board Composition . . . . . . . . . . . . . . . . . . . . . . .25
Board Leadership Structure . . . . . . . . . . . . . . . . .25
Board Role in Risk Oversight . . . . . . . . . . . . . . . .25
Committees of the Board of Directors . . . . . . . . .26
Board Meetings . . . . . . . . . . . . . . . . . . . . . . . . .29
Director Attendance at Annual Meetings . . . . . . . .29
Stockholder Communication with Directors . . . . . .29
Executive Sessions . . . . . . . . . . . . . . . . . . . . . . .29
Hedging Disclosure . . . . . . . . . . . . . . . . . . . . . . .30
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . .31
Compensation Discussion and Analysis . . . . . . . .31
Summary Compensation Table . . . . . . . . . . . . . .45
Executive Compensation Arrangements . . . . . . . .47
Grants of Plan-Based Awards . . . . . . . . . . . . . . .54
Outstanding Equity Awards at Fiscal Year-End . . .56
Option Exercises and Stock Vested . . . . . . . . . . .58
Nonqualified Deferred Compensation Plans . . . . .59
Potential Payments Upon Termination or
Change in Control . . . . . . . . . . . . . . . . . . . . . . . .60
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . .65
Nonemployee Directors . . . . . . . . . . . . . . . . . . . .65
Director Compensation Table . . . . . . . . . . . . . . . .67
EQUITY COMPENSATION PLAN INFORMATION . .68
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . .69
STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . .69
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . .69
PROXY STATEMENT SUMMARY
2020 ANNUAL MEETING OF STOCKHOLDERS
WHEN
ITEMS OF BUSINESS
8:15 a.m., Mountain time, on May 21,
2020
WHERE
The annual meeting can be accessed
virtually via the Internet by visiting
www.virtualshareholdermeeting.com/
LMC2020
RECORD DATE
5:00 p.m., New York City time, on
March 31, 2020
PROXY VOTING
1.
2.
Election of directors proposal—To elect Evan D. Malone, David E. Rapley
and Larry E. Romrell to continue serving as Class I members of our board
until the 2023 annual meeting of stockholders or their earlier resignation
or removal.
Auditors ratification proposal—To ratify the selection of KPMG LLP as our
independent auditors for the fiscal year ending December 31, 2020.
Such other business as may properly come before the annual meeting.
WHO MAY VOTE
Holders of shares of LSXMA, LSXMB, BATRA, BATRB, FWONA and FWONB.
Holders of shares of LSXMK, FWONK, and BATRK are NOT eligible to vote at
the annual meeting.
Stockholders of record on the record date are entitled to vote by proxy in the following ways:
By calling 1-800-690-6903
(toll free) in the United States or
Canada
Online at
www.proxyvote.com
By returning a properly
completed, signed and dated
proxy card
ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS
Proposal
Election of directors proposal
Auditors ratification proposal
Voting
Recommendation
Page Reference
(for more detail)
✓ FOR EACH NOMINEE
✓ FOR
17
22
| LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
LIBERTY MEDIA CORPORATION
a Delaware corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
We are furnishing this proxy statement in connection with the board of directors’ solicitation of proxies for use at our
2020 Annual Meeting of Stockholders to be held at 8:15 a.m., Mountain time, on May 21, 2020, or at any
adjournment or postponement of the annual meeting. Due to concerns about COVID-19, this year the annual
meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the
meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting
www.virtualshareholdermeeting.com/LMC2020. At the annual meeting, we will ask you to consider and vote on the
proposals described in the accompanying Notice of Annual Meeting of Stockholders. The proposals are described in
more detail in this proxy statement. We are soliciting proxies from holders of our Series A Liberty SiriusXM common
stock, par value $0.01 per share (LSXMA), Series A Liberty Braves common stock, par value $0.01 per share
(BATRA), Series A Liberty Formula One common stock, par value $0.01 per share (FWONA), Series B Liberty
SiriusXM common stock, par value $0.01 per share (LSXMB), Series B Liberty Braves common stock, par value
$0.01 per share (BATRB), and Series B Liberty Formula One common stock, par value $0.01 per share (FWONB).
The holders of our Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK), Series C
Liberty Braves common stock, par value $0.01 per share (BATRK), and Series C Liberty Formula One common
stock, par value $0.01 per share (FWONK), are not entitled to any voting powers, except as required by Delaware
law, and may not vote on the proposals to be presented at the annual meeting. We refer to LSXMA, LSXMB, LSXMK,
BATRA, BATRB, BATRK, FWONA, FWONB and FWONK together as our common stock.
THE ANNUAL MEETING
ELECTRONIC DELIVERY
Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic
delivery, go to www.proxyvote.com. Stockholders who hold shares through a bank, brokerage firm or other nominee
may sign up for electronic delivery when voting by Internet at www.proxyvote.com, by following the prompts. Also,
stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery
by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials,
unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the notices
and proxy materials at any time by contacting our transfer agent, Broadridge, at (888) 789-8415 (outside the United
States (303) 562-9273). Stockholders who hold shares through a bank, brokerage firm or other nominee should
contact their nominee to suspend electronic delivery.
TIME, PLACE AND DATE
The annual meeting of stockholders is to be held at 8:15 a.m., Mountain time, on May 21, 2020. Due to concerns
about COVID-19, this year the annual meeting will be held via the Internet and will be a completely virtual meeting of
stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting
via the Internet by visiting www.virtualshareholdermeeting.com/LMC2020. To enter the annual meeting, you will
need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. We recommend
logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts.
Online check-in will start shortly before the meeting on May 21, 2020.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 1
PURPOSE
At the annual meeting, you will be asked to consider and vote on each of the following:
•
•
the election of directors proposal, to elect Evan D. Malone, David E. Rapley and Larry E. Romrell to continue
serving as Class I members of our board until the 2023 annual meeting of stockholders or their earlier resignation
or removal; and
the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal
year ending December 31, 2020.
You may also be asked to consider and vote on such other business as may properly come before the annual
meeting, although we are not aware at this time of any other business that might come before the annual meeting.
QUORUM
In order to conduct the business of the annual meeting, a quorum must be present. This means that the holders of
at least a majority of the aggregate voting power represented by the shares of our common stock outstanding on the
record date and entitled to vote at the annual meeting must be represented at the annual meeting either in person
or by proxy. Virtual attendance at the annual meeting also constitutes presence in person for purposes of quorum at
the meeting. For purposes of determining a quorum, your shares will be included as represented at the meeting
even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates
on a form of proxy that the broker does not have discretionary authority to vote those shares on a particular
proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has
been withheld, those shares (broker non-votes) will nevertheless be treated as present for purposes of determining
the presence of a quorum. See “—Voting Procedures for Shares Held in Street Name—Effect of Broker Non-
Votes” below.
WHO MAY VOTE
Holders of shares of LSXMA, LSXMB, BATRA, BATRB, FWONA and FWONB, as recorded in our stock register as
of 5:00 p.m., New York City time, on March 31, 2020 (such date and time, the record date for the annual meeting), will
be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement
thereof.
VOTES REQUIRED
Each director nominee who receives a plurality of the combined voting power of the outstanding shares of our
common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election
of directors at the annual meeting, voting together as a single class, will be elected to the office.
Approval of the auditors ratification proposal requires the affirmative vote of a majority of the combined voting
power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at
the annual meeting, voting together as a single class.
Virtual attendance at the annual meeting also constitutes presence in person for purposes of each required vote.
VOTES YOU HAVE
At the annual meeting, holders of shares of LSXMA, BATRA and FWONA will have one vote per share, and holders
of shares of LSXMB, BATRB and FWONB will have ten votes per share, in each case, that our records show are
owned as of the record date. Holders of LSXMK, BATRK and FWONK will not be eligible to vote at the annual
meeting.
RECOMMENDATION OF OUR
BOARD OF DIRECTORS
Our board of directors has unanimously approved each of the
proposals and recommends that you vote “FOR” the election of each
director nominee and “FOR” the auditors ratification proposal.
SHARES OUTSTANDING
As of the record date, 101,421,424 shares of LSXMA, 9,808,232 shares of LSXMB, 10,312,675 shares of BATRA,
981,824 shares of BATRB, 25,834,426 shares of FWONA and 2,448,141 shares of FWONB were issued and
outstanding and entitled to vote at the annual meeting.
2 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
THE ANNUAL MEETING
NUMBER OF HOLDERS
There were, as of the record date, 1,066 and 59 record holders of LSXMA and LSXMB, respectively, 1,782 and 36
record holders of BATRA and BATRB, respectively, and 746 and 54 record holders of FWONA and FWONB,
respectively (which amounts do not include the number of stockholders whose shares are held of record by banks,
brokers or other nominees, but include each such institution as one holder).
VOTING PROCEDURES FOR RECORD HOLDERS
Holders of record of LSXMA, LSXMB, BATRA, BATRB, FWONA and FWONB as of the record date may vote via
the Internet at the annual meeting or prior to the annual meeting by telephone or through the Internet. Alternatively,
they may give a proxy by completing, signing, dating and returning the proxy card by mail.
Holders of record may vote their shares electronically during the meeting via the Internet by visiting
www.virtualshareholdermeeting.com/LMC2020. To enter the annual meeting, holders will need the 16-digit control
number that is printed in the box marked by the arrow on their proxy card. We recommend logging in at least fifteen
minutes before the meeting to ensure that they are logged in when the meeting starts. Online check-in will start
shortly before the meeting on May 21, 2020.
Instructions for voting prior to the annual meeting by using the telephone or the Internet are printed on the proxy
voting instructions attached to the proxy card. In order to vote prior to the annual meeting through the Internet, holders
should have their proxy cards available so they can input the required information from the proxy card, and log
onto the Internet website address shown on the proxy card. When holders log onto the Internet website address,
they will receive instructions on how to vote their shares. The telephone and Internet voting procedures are designed
to authenticate votes cast by use of a personal identification number, which will be provided to each voting
stockholder separately. Unless subsequently revoked, shares of our common stock represented by a proxy submitted
as described herein and received at or before the annual meeting will be voted in accordance with the instructions
on the proxy.
YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the annual
meeting. You may change your vote at the annual meeting.
If you submit a properly executed proxy without indicating any voting instructions as to a proposal enumerated in
the Notice of Annual Meeting of Stockholders, the shares represented by the proxy will be voted “FOR” the election
of each director nominee and “FOR” the auditors ratification proposal.
If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the election of
directors proposal and will have the same effect as a vote “AGAINST” the auditors ratification proposal.
If you do not submit a proxy or you do not vote at the annual meeting, your shares will not be counted as present
and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining
whether any of the proposals are approved (if a quorum is present).
VOTING PROCEDURES FOR SHARES HELD IN STREET NAME
General
If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided
by your broker, bank or other nominee when voting your shares or to grant or revoke a proxy. The rules and regulations
of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other
nominees from voting shares on behalf of their clients without specific instructions from their clients with respect to
numerous matters, including, in our case, the election of directors proposal. Accordingly, to ensure your shares
held in street name are voted on these matters, we encourage you to provide promptly specific voting instructions to
your broker, bank or other nominee.
Effect of Broker Non-Votes
Broker non-votes are counted as shares of our common stock present and entitled to vote for purposes of determining
a quorum but will have no effect on any of the proposals. You should follow the directions your broker, bank or
other nominee provides to you regarding how to vote your shares of LSXMA, BATRA, FWONA, LSXMB, BATRB or
FWONB or how to change your vote or revoke your proxy.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 3
REVOKING A PROXY
If you submitted a proxy prior to the start of the annual meeting, you may change your vote by attending the annual
meeting online and voting via the Internet at the annual meeting or by delivering a signed proxy revocation or a
new signed proxy with a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Any signed proxy revocation or later-dated proxy must be received before the start of the annual meeting. In addition,
you may change your vote through the Internet or by telephone (if you originally voted by the corresponding
method) not later than 11:59 p.m., New York City time, on May 20, 2020 for shares held directly.
Your attendance at the annual meeting will not, by itself, revoke a prior vote or proxy from you.
If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to
change your vote or revoke your proxy.
SOLICITATION OF PROXIES
We are soliciting proxies by means of our proxy statement and our annual report (together, the proxy materials) on
behalf of our board of directors. In addition to this mailing, our employees may solicit proxies personally or by
telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their
expenses in sending paper proxy materials to you and getting your voting instructions.
If you have any further questions about voting or attending the annual meeting, please contact Liberty Media
Investor Relations at (877) 772-1518 or Broadridge at (888) 789-8415 (outside the United States (303) 562-9273).
OTHER MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
Our board of directors is not currently aware of any business to be acted on at the annual meeting other than that
which is described in the Notice of Annual Meeting of Stockholders and this proxy statement. If, however, other
matters are properly brought to a vote at the annual meeting, the persons designated as proxies will have discretion
to vote or to act on these matters according to their best judgment. In the event there is a proposal to adjourn or
postpone the annual meeting, the persons designated as proxies will have discretion to vote on that proposal.
4 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning shares of our common stock beneficially owned by each
person or entity known by us to own more than five percent of the outstanding shares of each series of our voting
stock. All of such information is based on publicly available filings, unless otherwise known to us from other sources.
Unless otherwise indicated, the security ownership information is given as of April 1, 2020 and, in the case
of percentage ownership information, is based upon (1) 101,421,424 LSXMA shares, (2) 9,808,232 LSXMB shares,
(3) 203,061,774 LSXMK shares, (4) 10,312,675 BATRA shares, (5) 981,824 BATRB shares, (6) 39,898,713
BATRK shares, (7) 25,834,426 FWONA shares, (8) 2,448,141 FWONB shares and (9) 203,371,301 FWONK
shares, in each case, outstanding on February 29, 2020. The percentage voting power is presented on an aggregate
basis for all LSXMA, LSXMB, BATRA, BATRB, FWONA and FWONB shares.
Name and Address of Beneficial Owner
John C. Malone
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
Berkshire Hathaway, Inc.
3555 Farnam Street
Omaha, NE 68131
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Voting
Power
(%)
47.9
5.5
2.7
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Amount and
Nature of
Beneficial
Ownership
1,167,728(1)
9,455,341(1)
15,299,289(1)
116,771(1)
945,532(1)
2,989,140(1)
291,930(1)
2,363,834(1)
4,612,731(1)
14,860,360(2)
—
31,090,985(2)
—
—
—
—
—
—
6,196,797(3)
—
10,430,711(3)
697,514(3)
—
2,528,779(3)
1,089,171(3)
—
12,408,726(3)
Percent of
Series
(%)
1.2
96.4
7.5
1.1
96.3
7.5
1.1
96.6
2.3
14.7
—
15.3
—
—
—
—
—
—
6.1
—
5.1
6.8
—
6.3
4.2
—
6.1
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 5
Name and Address of Beneficial Owner
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
Park West Asset Management LLC
900 Larkspur Landing Circle
Suite 165
Larkspur, CA 94939
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
Ancient Art, L.P.
500 West 5th Street
Suite 1110
Austin, TX 78701
Voting
Power
(%)
*
*
1.0
1.0
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Amount and
Nature of
Beneficial
Ownership
8,221,313(4)
—
14,245,890(4)
499,515(5)
—
1,992,019(4)
2,429,896(4)
—
17,440,845(4)
—
—
—
677,414(6)
—
2,796,566(6)
—
—
—
709,862(7)
—
648,906(7)
2,126,553(8)
—
1,660,079(7)
96,380(7)
—
160,685(7)
—
—
—
—
—
—
2,593,428(9)
—
604,000(9)
Percent of
Series
(%)
8.1
—
7.0
4.8
—
5.0
9.4
—
8.6
—
—
—
6.6
—
7.0
—
—
—
*
—
*
20.6
—
4.2
*
—
*
—
—
—
—
—
—
10.0
—
*
6 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address of Beneficial Owner
Southeastern Asset Management, Inc.
6410 Poplar Avenue,
Suite 900
Memphis, TN 38119
UBS AG Group
Bahnhofstrasse
45 Zurich,
Switzerland
Voting
Power
(%)
*
*
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Amount and
Nature of
Beneficial
Ownership
Percent of
Series
(%)
—
—
—
—
—
—
2,343,015(10)
—
976,096(10)
274,774(11)
—
588,310(11)
1,140,100(11)
—
33,161(11)
4,766(11)
—
523,935(11)
—
—
—
—
—
—
9.1
—
*
*
—
*
11.1
—
*
*
—
6.8
*
(1)
Less than one percent
Information with respect to shares of our common stock beneficially owned by Mr. Malone, our Chairman of the Board, is also set
forth in “—Security Ownership of Management.”
(2) Based on Form 13F, filed February 14, 2020, by Berkshire Hathaway, Inc. (Berkshire Hathaway), with respect to itself and certain
related institutional investment managers, including Warren E. Buffett (Mr. Buffett), GEICO Corp. (GEICO), National Fire & Marine
Insurance Co. (National Fire) and National Indemnity Co (National Indemnity), which Form 13F reports sole voting power,
shared voting power, sole investment discretion, and shared investment discretion for shares of LSXMA and LSXMK as follows:
Berkshire Hathaway and
Mr. Buffett
Berkshire Hathaway, Mr. Buffett
and National Fire
Berkshire Hathaway, Mr. Buffett
and National Indemnity
Berkshire Hathaway, Mr. Buffett,
GEICO and National Indemnity
Title of
Series
LSXMA
LSXMK
LSXMA
LSXMK
LSXMA
LSXMK
LSXMA
LSXMK
Sole Voting
Power
4,308,117
7,153,027
933,391
508,654
1,827,072
4,069,394
7,791,780
19,359,910
Shared
Voting
Power
Sole
Investment
Discretion
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Shared
Investment
Discretion
4,308,117
7,153,027
933,391
508,654
1,827,072
4,069,394
7,791,780
19,359,910
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 7
(3) Based on (i) Schedule 13G, filed February 10, 2020, by BlackRock, Inc. (BlackRock), a parent holding company, with respect to its
ownership of shares of LSXMK, (ii) Schedule 13G, filed February 7, 2020, by BlackRock, with respect to its ownership of shares
of FWONK, (iii) three separate filings, each an Amendment No. 3 to Schedule 13G filed February 5, 2020 by BlackRock, with respect
to its ownership of shares of LSXMA, BATRA and BATRK, respectively, and (iii) Form 13F, filed February 13, 2020, by BlackRock
with respect to its ownership of shares of FWONA, Blackrock has sole voting power, shared voting power, sole dispositive power/
investment discretion, and shared dispositive power/investment discretion over these shares as provided in the following table. All
shares covered by such filings are held by BlackRock and/or its subsidiaries.
Title of
Series
LSXMA
LSXMK
BATRA
BATRK
FWONA
FWONK
Sole Voting
Power
5,636,919
9,271,441
674,887
2,466,187
1,023,075
11,297,761
Shared
Voting
Power
—
—
—
—
—
—
Sole
Dispositive
Power/
Investment
Discretion
6,196,797
10,430,711
697,514
2,528,779
1,089,171
12,408,726
Shared
Dispositive
Power/
Investment
Discretion
—
—
—
—
—
—
(4) Based on (i) four separate filings with respect to LSXMA, LSXMK, FWONA and FWONK, each an Amendment No. 3 to Schedule 13G
filed February 12, 2020 by The Vanguard Group (Vanguard) and (ii) with respect to BATRK, a Schedule 13G filed February 11,
2020 by Vanguard, which state that Vanguard, with respect to its ownership of shares of each of LSXMA, LSXMK, BATRK, FWONA
and FWONK, has sole voting power, shared voting power, sole dispositive power, and shared dispositive power over these shares
as follows:
Title of
Series
LSXMA
LSXMK
BATRK
FWONA
FWONK
Sole Voting
Power
59,887
116,856
75,616
16,072
138,244
Shared
Voting
Power
17,045
65,613
2,600
—
48,647
Sole
Dispositive
Power
8,148,666
14,075,599
1,918,596
2,413,824
17,274,601
Shared
Dispositive
Power
72,647
170,291
73,423
16,072
166,244
(5) Based on Form 13F, filed February 14, 2020, by Vanguard, with respect to itself and certain related institutional investment managers,
including Vanguard Fiduciary Trust Co (Trust Co) and Vanguard Investments Australia, Ltd. (Australia), which Form 13F reports
sole voting power, shared voting power, sole investment discretion, and shared investment discretion for shares of BATRA as follows:
Vanguard
Vanguard and Trust Co
Vanguard and Australia
Title of
Series
BATRA
BATRA
BATRA
Sole Voting
Power
—
19,795
—
Shared
Voting
Power
—
—
1,693
Sole
Investment
Discretion
478,027
—
—
Shared
Investment
Discretion
—
19,795
1,693
(6) Based on (i) Amendment No. 4 to Schedule 13G, filed February 14, 2020, jointly by Park West Asset Management LLC (PWAM),
Park West Investors Master Fund, Limited (PWIMF) and Peter S. Park, which states that, with respect to BATRA shares, each of
PWAM and Peter S. Park has shared voting power and shared dispositive power over 677,414 shares and PWIMF has shared voting
power and shared dispositive power over 614,950 shares and (ii) Form 13F, filed February 14, 2020, by PWAM, which states that
PWAM has sole investment discretion and sole voting power over 2,796,566 BATRK shares.
(7) Based on Form 13F, filed February 14, 2020, by GAMCO Investors, Inc. (GBL), which reports that GBL has sole investment
discretion over 709,862 LSXMA shares and sole voting power over 674,605 LSXMA shares, sole investment discretion over 648,906
LSXMK shares and sole voting power over 593,804 LSXMK shares, sole investment discretion over 1,660,079 BATRK shares and
sole voting power over 1,480,252 BATRK shares, sole investment discretion over 96,380 FWONA shares and sole voting power over
92,125 FWONA shares, and sole investment discretion over 160,685 FWONK shares and sole voting power over 146,458 FWONK
shares.
(8) Based on Amendment No. 14 to Schedule 13D, filed on April 2, 2020, jointly by Gabelli Funds, LLC (Gabelli Funds), GAMCO
Asset Management Inc. (GAMCO), MJG Associates, Inc. (MJG), Gabelli & Company Investment Advisers, Inc. (GCIA), GGCP, Inc.
(GGCP), GBL, Associated Capital Group, Inc. (AC), Gabelli Foundation, Inc. (Foundation) and Mario J. Gabelli (Mr. Gabelli) with
respect to BATRA shares. Mr. Gabelli is deemed to have beneficial ownership of the shares owned beneficially by each of such
persons. AC, GBL and GGCP are deemed to have beneficial ownership of the shares owned beneficially by each of such persons
other than Mr. Gabelli and the Foundation.
8 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
These entities have reported sole voting power, shared voting power, sole dispositive power and shared dispositive power over
these shares as follows:
Gabelli Funds
GAMCO
MJG
GCIA
Mario J. Gabelli
AC
GGCP
Foundation
Title of
Series
BATRA
BATRA
BATRA
BATRA
BATRA
BATRA
BATRA
BATRA
Sole
Voting
Power
304,400
1,654,830
2,006
5,200
50,000
410
30,000
10,000
Shared
Voting
Power
—
—
—
—
—
—
—
—
Sole
Dispositive
Power
304,400
1,724,537
2,006
5,200
50,000
410
30,000
10,000
Shared
Dispositive
Power
—
—
—
—
—
—
—
—
(9) Based on Form 13F, filed February 14, 2020, by Ancient Art, L.P. (Ancient), which states that Ancient has sole investment discretion
and sole voting power over 2,593,428 FWONA shares and sole investment discretion and sole voting power over 604,000 FWONK
shares.
(10) Based on (i) Amendment No. 1 to Schedule 13G, filed February 14, 2020, jointly by Southeastern Asset Management, Inc.
(Southeastern), Longleaf Partners Small-Cap Fund (Longleaf), and O. Mason Hawkins, which states that, with respect to FWONA
shares, each of Southeastern and Longleaf has shared voting power and shared dispositive power over 2,322,149 shares and
Southeastern has sole dispositive power over 20,866 shares, and (ii) Form 13F, filed February 14, 2020 by Southeastern, with respect
to itself and certain related institutional investment managers, including Longleaf, which Form 13F reports, with respect to FWONK
shares, Southeastern’ s sole dispositive power over 9,434 shares, and Southeastern and Longleaf’s shared dispositive power
and sole voting power over 966,662 shares.
(11) Based on (i) Amendment No. 2 to Schedule 13G, filed February 12, 2020, by UBS Group AG (UBS Group), a parent holding
company, on behalf of UBS Asset Management Americas Inc. (UBS Americas) which states that, with respect to BATRA shares
held by UBS Americas and its subsidiaries and affiliates, UBS Americas has sole voting power over 1,082,242 shares and shared
dispositive power over 1,140,100 shares, and (ii) Form 13F, filed February 14, 2020, by UBS Americas, with respect to itself and
certain related institutional investment managers, including UBS Group, UBS Asset Management Trust Company (UBS AM
Trust), UBS AG/UBS Asset Management (UBS AG), UBS Asset Management (UK) Ltd (UBS UK), and UBS Asset Management
Life Ltd (UBS Life), which Form 13F reports sole voting power, shared voting power, sole investment discretion, and shared investment
discretion as follows:
UBS Americas
UBS Americas and UBS Group
UBS Americas and UBS AM Trust
UBS Americas and UBS AG
Title of
Series
LSXMA
LSXMK
BATRK
FWONA
FWONK
LSXMA
LSXMK
BATRK
FWONA
FWONK
LSXMA
LSXMK
BATRK
FWONA
FWONK
LSXMA
LSXMK
BATRK
FWONA
FWONK
Sole Voting
Power
Shared
Voting
Power
Sole
Investment
Discretion
Shared
Investment
Discretion
32,952
62,340
—
—
59,501
—
—
—
—
—
27,297
14,971
—
—
17,940
98,908
187,011
12,900
—
241,448
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
28,741
53,148
—
—
60,810
—
—
—
—
—
—
—
—
—
—
125,959
234,416
20,695
—
289,225
12,662
23,903
—
—
14,837
16,088
31,538
—
4,766
37,696
27,297
14,971
—
—
17,940
328
453
—
—
506
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 9
UBS Americas and UBS UK
UBS Americas and UBS Life
Title of
Series
LSXMA
LSXMK
BATRK
FWONA
FWONK
LSXMA
LSXMK
BATRK
FWONA
FWONK
Sole Voting
Power
40,090
169,027
10,366
—
48,100
—
8,917
—
—
—
Shared
Voting
Power
720
1,263
—
—
1,689
—
—
—
—
—
Sole
Investment
Discretion
Shared
Investment
Discretion
1,722
3,783
2,383
—
2,560
—
—
—
—
—
61,977
217,181
10,083
—
100,361
—
8,917
—
—
—
10 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the ownership by each of our directors and named
executive officers (as defined herein) and by all of our directors and executive officers as a group of shares of
(1) each series of our common stock (LSXMA, LSXMB, LSXMK, BATRA, BATRB, BATRK, FWONA, FWONB and
FWONK) and (2) the common stock, par value $0.001 per share (SIRI), of Sirius XM Holdings Inc. (Sirius XM), in
which we hold a controlling interest. The security ownership information with respect to our common stock is given as
of February 29, 2020 and, in the case of percentage ownership information, is based upon (1) 101,421,424
LSXMA shares, (2) 9,808,232 LSXMB shares, (3) 203,061,774 LSXMK shares, (4) 10,312,675 BATRA shares,
(5) 981,824 BATRB shares, (6) 39,898,713 BATRK shares, (7) 25,834,426 FWONA shares, (8) 2,448,141 FWONB
shares and (9) 203,371,301 FWONK shares, in each case, outstanding on that date. The security ownership
information with respect to SIRI is given as of February 29, 2020, and, in the case of percentage ownership
information, is based on 4,413,944,475 SIRI shares outstanding on January 31, 2020. The percentage voting power
with respect to our company is presented in the table below on an aggregate basis for all LSXMA, LSXMB, BATRA,
BATRB, FWONA and FWONB shares.
Shares of common stock issuable upon exercise or conversion of options, warrants and convertible securities that
were exercisable or convertible on or within 60 days after February 29, 2020 are deemed to be outstanding and to be
beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing
the percentage ownership of that person and for the aggregate percentage owned by the directors and named
executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage
ownership of any other individual person. For purposes of the following presentation, beneficial ownership of shares
of LSXMB, BATRB or FWONB, though convertible on a one-for-one basis into shares of LSXMA, BATRA or
FWONA, respectively, are reported as beneficial ownership of LSXMB, BATRB or FWONB only, and not as beneficial
ownership of LSXMA, BATRA or FWONA, respectively. So far as is known to us, the persons indicated below have
sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise stated
in the notes to the table.
The number of shares indicated as owned by the persons in the table includes interests in shares held by the
Liberty Media 401(k) Savings Plan as of February 29, 2020. The shares held by the trustee of the Liberty Media
401(k) Savings Plan for the benefit of these persons are voted as directed by such persons.
Name
John C. Malone
Chairman of the
Board and Director
Gregory B. Maffei
President, Chief
Executive Officer and
Director
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
1,168(1)(2)(3)
9,455(1)(4)(5)
15,299(1)(3)(5)(6)
117(1)(2)(3)
946(1)(4)(5)
2,989(1)(3)(5)(6)
292(1)(2)(3)
2,364(1)(4)(5)
4,613(1)(3)(5)(6)
267(3)
1,813(8)(9)(10)
37
10,189(6)(7)(8)(9)(10)
181(8)(9)
4
1,319(6)(7)(8)(9)
401(8)(9)
9
2,561(6)(7)(8)(9)
518
1.2
96.4
7.5
1.1
96.3
7.5
1.1
96.6
2.3
*
1.8
*
4.9
1.8
*
3.3
1.6
*
1.3
*
Voting
Power
(%)
47.9
*
1.1
*
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 11
Name
Robert R. Bennett
Director
Brian M. Deevy
Director
M. Ian G. Gilchrist
Director
Evan D. Malone
Director
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
760(11)
—
1,532(11)
76(11)
—
268(11)
190(11)
—
384(11)
—
10(12)
—
21(7)(12)
1(12)
—
3(7)(12)
3(12)
—
9(7)(12)
—
1
—
25(7)
**
—
4(7)
**
—
14(7)
—
11
—
60(7)
1
—
8(7)
3
—
20(7)
279
*
—
*
*
—
*
*
—
*
—
*
—
*
*
—
*
*
—
*
—
*
—
*
*
—
*
*
—
*
—
*
—
*
*
—
*
*
—
*
*
Voting
Power
(%)
*
—
*
—
*
—
*
*
12 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name
David E. Rapley
Director
Larry E. Romrell
Director
Andrea L. Wong
Director
Brian J. Wendling
Chief Accounting
Officer and Principal
Financial Officer
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
4
—
26(7)
—
—
3(7)
1
—
11(7)
—
20
**
64(7)
2
**
8(7)
5
**
24(7)
—
4
—
37(7)
—
—
3(7)
**
—
12(7)
—
28
—
118(7)
3
—
21(7)
7
—
33(7)
—
*
—
*
—
—
*
*
—
*
—
*
*
*
*
*
*
*
*
*
—
*
—
*
—
—
*
*
—
*
—
*
—
*
*
—
*
*
—
*
—
Voting
Power
(%)
*
—
*
—
*
—
*
—
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 13
Name
Albert E. Rosenthaler
Chief Corporate
Development
Officer
Renee L. Wilm
Chief Legal Officer
Mark D. Carleton
Senior Advisor and
Former Chief
Financial Officer
Richard N. Baer
Former Chief Legal
Officer and Chief
Administrative
Officer
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
67
—
284(6)(7)
7
—
55(6)(7)
17
—
89(6)(7)
—
—
—
—
—
—
—
—
—
—
—
—
—
223
5
—
36
—
—
55
205
—
—
—
—
—
—
—
—
—
—
*
—
*
*
—
*
*
—
*
—
—
—
—
—
—
—
—
—
—
—
—
—
*
*
—
*
—
—
*
*
—
—
—
—
—
—
—
—
—
—
Voting
Power
(%)
*
—
—
—
*
*
—
—
14 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name
All directors and
executive officers as a
group (12 persons)
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
3,885(1)(2)(3)(8)(9)(10)(11)(12)
9,492(1)(4)(5)
27,654(1)(3)(5)(6)(7)(8)(9)(10)(11)(12)
388(1)(2)(3)(8)(9)(11)(12)
949(1)(4)(5)
4,683(1)(3)(5)(6)(7)(8)(9)(11)(12)
920(1)(2)(3)(8)(9)(11)(12)
2,373(1)(4)(5)
7,771(1)(3)(5)(6)(7)(8)(9)(11)(12)
1,269(3)
3.8
96.8
13.2
3.8
96.7
11.5
3.6
96.9
3.8
*
Voting
Power
(%)
49.4
*
*
**
(1)
(2)
(3)
(4)
(5)
(6)
Less than one percent
Less than 1,000 shares
Includes 101,778 LSXMA shares, 230,564 LSXMB shares, 729,057 LSXMK shares, 10,177 BATRA shares, 23,056 BATRB shares,
113,329 BATRK shares, 25,444 FWONA shares, 57,641 FWONB shares and 166,171 FWONK shares held in a revocable trust
with respect to which Mr. Malone and Mr. Malone’s wife, Mrs. Leslie Malone, are trustees. Mrs. Malone has the right to revoke such
trust at any time.
Includes (i) 250,000 LSXMA shares, 25,000 BATRA shares and 62,500 FWONA shares held by The Malone Family Land
Preservation Foundation and (ii) 203,043 LSXMA shares, 20,304 BATRA shares and 50,760 FWONA shares held by The Malone
Family Foundation, as to which shares Mr. Malone has disclaimed beneficial ownership.
Includes 612,907 LSXMA shares, 4,425,780 LSXMK shares, 61,290 BATRA shares, 1,095,786 BATRK shares, 153,226 FWONA
shares, 1,125,186 FWONK shares and 267,141 SIRI shares pledged to Fidelity Brokerage Services, LLC (Fidelity); 2,221,475
LSXMK shares, 510,221 BATRK shares and 801,055 FWONK shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated
(Merrill Lynch); and 7,380,000 LSXMK shares, 1,102,500 BATRK shares and 1,875,000 FWONK shares pledged to Bank of
America (BoA) in connection with margin loan facilities extended by BoA.
Includes 108,687 LSXMB shares, 10,868 BATRB shares, and 27,171 FWONB shares held by two trusts which are managed by an
independent trustee, of which the beneficiaries are Mr. Malone’s adult children and in which Mr. Malone has no pecuniary interest.
Mr. Malone retains the right to substitute assets held by the trusts and has disclaimed beneficial ownership of the shares held by
the trusts.
Includes 490,597 LSXMB shares, 542,848 LSXMK shares, 49,059 BATRB shares, 167,293 BATRK shares, 122,649 FWONB
shares and 245,298 FWONK shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his wife, retains a
unitrust interest in the trust.
Includes shares held in the Liberty Media 401(k) Savings Plan as follows:
John C. Malone
Gregory B. Maffei
Albert E. Rosenthaler
Total
LSXMK
129
38,683
7,129
45,941
BATRK
11
3,811
706
4,528
FWONK
21
9,541
1,754
11,316
(7)
Includes beneficial ownership of shares that may be acquired upon exercise of, or which relate to, stock options exercisable within
60 days after February 29, 2020.
Mark D. Carleton
Brian M. Deevy
M. Ian G. Gilchrist
Gregory B. Maffei
Evan D. Malone
David E. Rapley
Larry E. Romrell
Andrea L. Wong
Brian J. Wendling
Albert E. Rosenthaler
Total
LSXMK
215,745
14,188
24,907
6,515,976
35,302
17,651
35,302
23,302
85,736
136,271
7,104,380
BATRK
21,448
1,837
3,683
649,815
4,423
2,211
4,423
3,229
8,710
26,479
726,258
FWONK
43,591
7,133
12,932
1,655,233
13,580
6,789
13,580
8,548
21,764
43,398
1,826,548
(8)
Includes 305,768 LSXMA shares, 595,757 LSXMK shares, 30,576 BATRA shares, 29,043 BATRK shares, 14,758 FWONA shares
and 72,313 FWONK shares held by The Maffei Foundation, as to which shares Mr. Maffei has disclaimed beneficial ownership.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 15
(9)
Includes 680,989 LSXMA shares, 1,489,367 LSXMK shares, 119,007 BATRA shares, 492,012 BATRK shares, 170,247 FWONA
shares and 671,937 FWONK shares pledged to Morgan Stanley Private Bank, National Association in connection with a loan facility.
(10) Includes 759,969 LSXMA shares and 285,232 LSXMK shares held by a grantor retained annuity trust.
(11) Includes 21,585 LSXMA shares, 43,170 LSXMK shares, 2,158 BATRA shares, 7,568 BATRK shares and 5,396 FWONA shares
owned by Hilltop Investments, LLC, and 735,491 LSXMA shares, 1,482,231 LSXMK shares, 73,549 BATRA shares, 259,522 BATRK
shares, 183,872 FWONA shares and 382,774 FWONK shares held by Hilltop Investments III, LLC, both of which are jointly owned
by Mr. Bennett and his wife, Mrs. Deborah Bennett.
(12) Includes 247 LSXMA shares, 494 LSXMK shares, 24 BATRA shares, 87 BATRK shares, 61 FWONA shares and 123 FWONK
shares held by the WJD Foundation, over which Mr. Deevy has sole voting power.
CHANGES IN CONTROL
We know of no arrangements, including any pledge by any person of our securities, the operation of which may at
a subsequent date result in a change in control of our company.
16 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
PROPOSALS OF OUR BOARD
The following proposals will be presented at the annual meeting by our board of directors.
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
BOARD OF DIRECTORS
Our board of directors currently consists of nine directors, divided among three classes. Our Class I directors,
whose term will expire at the 2020 annual meeting, are Evan D. Malone, David E. Rapley and Larry E. Romrell.
These directors are nominated for election to our board to continue serving as Class I directors, and we have been
informed that Messrs. Malone, Rapley and Romrell are each willing to continue serving as a director of our company.
The term of the Class I directors who are elected at the annual meeting will expire at the annual meeting of our
stockholders in the year 2023. Our Class II directors, whose term will expire at the annual meeting of stockholders
in the year 2021, are Brian M. Deevy, Gregory B. Maffei and Andrea L. Wong. Our class III directors, whose term will
expire at the annual meeting of stockholders in the year 2022, are John C. Malone, Robert R. Bennett and M. Ian
G. Gilchrist.
If any nominee should decline election or should become unable to serve as a director of our company for any
reason before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute
nominee, if any, designated by the board of directors.
The following lists the three nominees for election as directors at the annual meeting and the six directors of our
company whose term of office will continue after the annual meeting, and includes as to each person how long such
person has been a director of our company, such person’s professional background, other public company
directorships and other factors considered in the determination that such person possesses the requisite
qualifications and skills to serve as a member of our board of directors. All positions referenced in the biographical
information below with our company include, where applicable, positions with our predecessors. The number of shares
of our common stock beneficially owned by each director is set forth in this proxy statement under the caption
“Security Ownership of Certain Beneficial Owners and Management.”
Nominees for Election as Directors
Evan D. Malone
• Age: 49
• A director of our company.
• Professional Background: Dr. Malone has served as a director of our company (including our predecessor)
since September 2011. Since June 2009, he has served as President of NextFab Studio, LLC, which provides
manufacturing-related technical training, product development, and business acceleration services. Since
January 2008, Dr. Malone has served as the owner and manager of a real estate property and management
company, 1525 South Street LLC. Dr. Malone has served as co-owner and director of Drive Passion PC Services,
CC, an Internet café, telecommunications and document services company, in South Africa since 2007 and
served as an applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory
system of the Office of Science, U.S. Department of Energy, from 1999 until 2001. He also is a founding
member of Jet Wine Bar, a wine bar, and Rex 1516, a restaurant, both in Philadelphia. Since November 2016,
he has served as director and president of the NextFab Foundation, an IRS 501(c)(3) private operating foundation,
which provides manufacturing-related technology and education to communities affected by economic or
humanitarian distress.
• Other Public Company Directorships: Dr. Malone has served as a director of Qurate Retail, Inc. (formerly
named Liberty Interactive Corporation, Qurate Retail) since August 2008 and Sirius XM since May 2013.
• Board Membership Qualifications: Dr. Malone brings an applied science and engineering perspective to the
board. Dr. Malone’s perspectives assist the board in developing business strategies and adapting to technological
changes facing the industries in which our company competes. In addition, his entrepreneurial experience
assists the board in evaluating strategic opportunities.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 17
David E. Rapley
• Age: 78
• A director of our company.
• Professional Background: Mr. Rapley has served as a director of our company (including our predecessor)
since September 2011. Mr. Rapley founded Rapley Engineering Services, Inc. (RESI) and served as its Chief
Executive Officer and President from 1985 to 1998. Mr. Rapley also served as Executive Vice President of
Engineering of VECO Corp. Alaska (a company that acquired RESI in 1998) from January 1998 to
December 2001. Mr. Rapley served as the President and Chief Executive Officer of Rapley Consulting, Inc.
from January 2000 to December 2014. From 2003 to 2013, Mr. Rapley was a director of Merrick & Co., a private
firm providing engineering and other services to domestic and international clients. From 2008 to 2011,
Mr. Rapley was chairman of the board of Merrick Canada ULC.
• Other Public Company Directorships: Mr. Rapley has served as a director of Qurate Retail since July 2002,
having previously served as a director during 1994. He has served as a director of Liberty Global plc (LGP) since
June 2013, having previously served as a director of Liberty Global, Inc. (LGI), LGP’s predecessor, from
June 2005 to June 2013 and as a director of Liberty Media International, Inc. (LMI), LGI’s predecessor, from
May 2004 to June 2005.
• Board Membership Qualifications: Mr. Rapley brings to our board the unique perspective of his lifelong career
as an engineer. The industries in which our company competes are heavily dependent on technology, which
continues to change and advance. Mr. Rapley’s perspectives assist the board in adapting to these changes
and developing strategies for our businesses.
Larry E. Romrell
• Age: 80
• A director of our company.
• Professional Background: Mr. Romrell has served as a director of our company (including our predecessor)
since September 2011. Mr. Romrell held numerous executive positions with Tele-Communications, Inc. (TCI)
from 1991 to 1999. Previously, Mr. Romrell held various executive positions with Westmarc Communications, Inc.
• Other Public Company Directorships: Mr. Romrell has served as a director of Qurate Retail since December 2011,
having previously served as a director from March 1999 to September 2011, and as a director of Liberty
TripAdvisor Holdings, Inc. (Liberty TripAdvisor) since August 2014. He has served as a director of LGP since
June 2013, having previously served as a director of LGI, LGP’s predecessor, from June 2005 to June 2013
and as a director of LMI, LGI’s predecessor, from May 2004 to June 2005.
• Board Membership Qualifications: Mr. Romrell brings extensive experience, including venture capital experience,
in the telecommunications industry to our board and is an important resource with respect to the management
and operations of companies in the media and telecommunications sector.
Directors Whose Term Expires in 2021
Brian M. Deevy
• Age: 65
• A director of our company.
• Professional Background: Mr. Deevy has been a director of our company since June 2015. Mr. Deevy previously
served as the head of Royal Bank of Canada (RBC) Capital Markets’ Communications, Media & Entertainment
Group (CME Group) until June 2015. Mr. Deevy was responsible for strategic development of the CME
Group’s business, which includes mergers & acquisitions, private equity and debt capital formation and financial
advisory engagements. Mr. Deevy also served as Chairman and Chief Executive Officer of Daniels &
Associates, the investment banking firm that provided financial advisory services to the communications
industry until it was acquired by RBC in 2007. Prior to joining Daniels & Associates, RBC Daniels’ predecessor,
Mr. Deevy was with Continental Illinois National Bank. He has served as the director of the Daniels Fund
since 2003, and has been a director of the U.S. Olympic and Paralympic Foundation since 2016.
18 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
• Other Public Company Directorships: Mr. Deevy served as a director of Ascent Capital Group, Inc. (Ascent)
from November 2013 to May 2016. Mr. Deevy served on the board of directors of Ticketmaster Entertainment,
Inc. from August 2008 to January 2010.
• Board Membership Qualifications: Mr. Deevy brings to our board in-depth knowledge of the communications,
media and entertainment industries. He has an extensive background in mergers and acquisitions, investment
banking and capital formation and provides strategic insights with respect to our company’s activities in these
areas.
Gregory B. Maffei
• Age: 59
• Chief Executive Officer, President and a director of our company.
• Professional Background: Mr. Maffei has served as a director and the President and Chief Executive Officer of
our company (including our predecessor) since May 2007, Liberty Broadband Corporation (Liberty
Broadband) since June 2014 and GCI Liberty, Inc. (GCI Liberty) since March 2018. He has served as a
director, the President and Chief Executive Officer of Liberty TripAdvisor since July 2013 and as its Chairman
of the Board since June 2015. He has served as the Chairman of the Board of Qurate Retail (including its
predecessor), since March 2018, and as a director of Qurate Retail (including its predecessor) since
November 2005. Mr. Maffei also served as the President and Chief Executive Officer of Qurate Retail (including
its predecessor) from February 2006 to March 2018, having served as its CEO-Elect from November 2005
through February 2006. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle
Corporation (Oracle), Chairman, President and Chief Executive Officer of 360networks Corporation
(360networks), and Chief Financial Officer of Microsoft Corporation (Microsoft).
• Other Public Company Directorships: Mr. Maffei has served as (i) Chairman of the Board of Qurate Retail
since March 2018 and a director of Qurate Retail (including its predecessor) since November 2005, (ii) Chairman
of the Board of Liberty TripAdvisor since June 2015 and a director since July 2013, (iii) a director of Liberty
Broadband since June 2014, (iv) a director of GCI Liberty since March 2018, (v) the Chairman of the Board of
TripAdvisor, Inc. since February 2013, (vi) the Chairman of the Board of Live Nation Entertainment, Inc.
(Live Nation) since March 2013 and as a director since February 2011, (vii) the Chairman of the Board of
Sirius XM since April 2013 and as a director since March 2009, (viii) a director of Zillow Group, Inc. since
February 2015, having previously served as a director of its predecessor, Zillow, Inc., from May 2005 to
February 2015, and (ix) a director of Charter Communications, Inc. (Charter) since May 2013. Mr. Maffei
served as (i) a director of DIRECTV and its predecessors from February 2008 to June 2010, (ii) a director of
Electronic Arts, Inc. from June 2003 to July 2013, (iii) a director of Barnes & Noble, Inc. from September 2011
to April 2014, (iv) Chairman of the Board of Starz from January 2013 until its acquisition by Lions Gate
Entertainment Corp. in December 2016 and (v) the Chairman of the Board of Pandora Media, Inc. from
September 2017 to February 2019.
• Board Membership Qualifications: Mr. Maffei brings to our board significant financial and operational experience
based on his senior policy making positions at our company, Qurate Retail (including its predecessor), GCI
Liberty, Liberty TripAdvisor, Liberty Broadband, Oracle, 360networks and Microsoft and his public company
board experience. He provides our board with executive leadership perspective on the operations and
management of large public companies and risk management principles.
Andrea L. Wong
• Age: 53
• A director of our company.
• Professional Background: Ms. Wong has served as a director of our company (including our predecessor)
since September 2011. Ms. Wong served as President, International Production for Sony Pictures Television
and President, International for Sony Pictures Entertainment from September 2011 to March 2017. She previously
served as President and Chief Executive Officer of Lifetime Entertainment Services from 2007 to April 2010.
Ms. Wong also served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company,
from 2003 to 2007.
• Other Public Company Directorships: Ms. Wong has served as a director of Qurate Retail since April 2010, as
a director of Hudson Pacific Properties, Inc. since August 2017 and as a director of Oaktree Acquisition Corp.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 19
since July 2019. Ms. Wong served as a director of Social Capital Hedosophia Holdings Corp. from
September 2017 to October 2019 and as a director of Hudson’s Bay Company from September 2014 to
March 2020.
• Board Membership Qualifications: Ms. Wong brings to our board significant experience in the media and
entertainment industry, having an extensive background in media programming across a variety of platforms,
as well as executive leadership experience with the management and operation of companies in the entertainment
sector. Her experience with programming development and production, brand enhancement and marketing
brings a pragmatic and unique perspective to our board. Her professional expertise, combined with her continued
involvement in the media and entertainment industry, makes her a valuable member of our board.
Directors Whose Term Expires in 2022
John C. Malone
• Age: 79
• Chairman of the Board of our company.
• Professional Background: Mr. Malone has served as the Chairman of the Board of our company (including our
predecessor) since August 2011 and as a director since December 2010. He served as Chairman of the
Board of Qurate Retail, including its predecessor, from its inception in 1994 until March 2018 and served as
Qurate Retail’s Chief Executive Officer from August 2005 to February 2006. Mr. Malone served as Chairman of
the Board of TCI from November 1996 until March 1999, when it was acquired by AT&T Corp., and as Chief
Executive Officer of TCI from January 1994 to March 1997.
• Other Public Company Directorships: Mr. Malone has served as (i) a director of Qurate Retail (including its
predecessor) since 1994 and served as Chairman of the Board of Qurate Retail (including its predecessor) from
1994 to March 2018, (ii) a director of Discovery, Inc. (Discovery), which was formerly known as Discovery
Communications, Inc. (Discovery Communications), since September 2008, and a director of Discovery
Communications’ predecessor, Discovery Holding Company (DHC), from May 2005 to September 2008 and as
Chairman of the Board from March 2005 to September 2008, (iii) the Chairman of the Board of LGP since
June 2013, having previously served as Chairman of the Board of LGI, LGP’s predecessor, from June 2005 to
June 2013 and as Chairman of the Board of LGI’s predecessor, LMI from March 2004 to June 2005 and a director
of UnitedGlobalCom, Inc., now a subsidiary of LGP, from January 2002 to June 2005, (iv) the Chairman of
the Board of Liberty Broadband since November 2014, (v) a director of Liberty Latin America Ltd. since
December 2017 and (vi) Chairman of the Board of GCI Liberty since March 2018. Previously, he served as
(i) Chairman of the Board of Liberty Expedia Holdings, Inc. (Liberty Expedia) from November 2016 to July 2019,
(ii) a director of Lions Gate Entertainment Corp. from March 2015 to September 2018, (iii) a director of
Charter from May 2013 to July 2018, (iv) a director of Expedia, Inc. from December 2012 to December 2017,
having previously served as a director from August 2005 to November 2012, (v) the Chairman of the Board of
Liberty TripAdvisor from August 2014 to June 2015, (vi) a director of Sirius XM from April 2009 to May 2013,
(vii) a director of Ascent from January 2010 to September 2012, (viii) a director of Live Nation from January 2010
to February 2011, (ix) Chairman of the Board of DIRECTV and its predecessors from February 2008 to
June 2010 and (x) a director of IAC/InterActiveCorp from May 2006 to June 2010.
• Board Membership Qualifications: Mr. Malone, as President of TCI, co-founded Qurate Retail’s former parent
company and is considered one of the preeminent figures in the media and telecommunications industry. He is
well known for his sophisticated problem solving and risk assessment skills.
Robert R. Bennett
• Age: 62
• A director of our company.
• Professional Background: Mr. Bennett has served as a director of our company (including our predecessor)
since September 2011. Mr. Bennett serves as Managing Director of Hilltop Investments LLC, a private investment
company. Mr. Bennett served as the Chief Executive Officer of Qurate Retail (formerly known as Liberty
Media Corporation) from April 1997 to August 2005 and its President from April 1997 to February 2006 and
held various executive positions with Qurate Retail from 1994 to 1997.
20 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
• Other Public Company Directorships: Mr. Bennett served as a director of Qurate Retail from September 1994
to December 2011. He has served as a director of Discovery since September 2008 and served as a director of
DHC from May 2005 to September 2008. Mr. Bennett has served as a director of HP Inc. (formerly Hewlett-
Packard Company) since July 2013. He served as a director of Demand Media, Inc. from January 2011 to
February 2014 and Sprint Corporation (and its predecessor) from October 2006 to November 2016.
• Board Membership Qualifications: Mr. Bennett brings to our board in-depth knowledge of the media and
telecommunications industry generally and our corporate history specifically. He has experience in significant
leadership positions with Qurate Retail, especially as a past Chief Executive Officer and President, and provides
our company with strategic insights. Mr. Bennett also has an in-depth understanding of finance, and has held
various financial management positions during the course of his career.
M. Ian G. Gilchrist
• Age: 70
• A director of our company.
• Professional Background: Mr. Gilchrist has served as a director of our company (including our predecessor)
since September 2011 and as a director and the President of Trine Acquisition Corp. since March 2019.
Mr. Gilchrist held various officer positions including Managing Director at Citigroup/Salomon Brothers from
1995 to 2008, CS First Boston Corporation from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to
1988 and served as a Vice President of Warburg Paribas Becker Incorporated from 1976 to 1982. Previously,
he worked in the venture capital field and as an investment analyst.
• Other Public Company Directorships: Mr. Gilchrist has served as a director of Qurate Retail since July 2009
and as a director of Trine Acquisition Corp. since March 2019.
• Board Membership Qualifications: Mr. Gilchrist’s field of expertise is in the media and telecommunications
sector, having been involved with companies in this industry during much of his 32 years as an investment banker.
Mr. Gilchrist brings to our board significant financial expertise and a unique perspective on the company and
the media and telecommunications sector. He is also an important resource with respect to the financial services
firms that our company engages from time to time.
VOTE AND RECOMMENDATION
A plurality of the combined voting power of the outstanding shares of our common stock present in person or
represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting,
voting together as a single class, is required to elect each of Messrs. Malone, Rapley and Romrell as a Class I
member of our board of directors.
Our board of directors unanimously recommends a vote
“FOR” the election of each nominee to our board of directors.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 21
PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL
We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year
ending December 31, 2020.
Even if the selection of KPMG LLP is ratified, the audit committee of our board of directors in its discretion may
direct the appointment of a different independent accounting firm at any time during the year if our audit committee
determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of
KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31,
2020.
A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting
and will have the opportunity to make a statement if he or she so desires.
AUDIT FEES AND ALL OTHER FEES
The following table presents fees for professional audit services rendered by KPMG LLP for the audit of our
consolidated financial statements for 2019 and 2018 and fees billed for other services rendered by KPMG LLP.
Audit fees
Audit related fees(2)
Audit and audit related fees
Tax fees(3)
All other fees
Total fees
2019(1)
$3,082,100
—
3,082,100
783,500
—
$3,865,600
2018(1)
3,107,000
72,000
3,179,000
441,000
5,000
3,625,000
(1) Such fees with respect to 2019 and 2018 exclude audit fees, audit related fees and tax fees billed by KPMG LLP to Sirius XM for
services rendered. Sirius XM is a separate public company and its audit fees, audit related fees, tax fees and all other fees (which
aggregated $4,134,000 in 2019 and $2,567,500 in 2018) are reviewed and approved by the audit committee of the board of directors
of Sirius XM.
(2) Consists of audit related fees with respect to due diligence related to potential business combinations.
(3) Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions.
Our audit committee has considered whether the provision of services by KPMG LLP to our company other than
auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other
services is compatible with KPMG LLP maintaining its independence.
POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITOR
Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit
services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the
engagement of our independent auditor to provide the following services (all of which are collectively referred to as
pre-approved services):
• audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries,
(ii) services associated with registration statements, periodic reports and other documents filed or issued in
connection with securities offerings (including comfort letters and consents), (iii) attestations of management
reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment
of transactions;
• audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement
audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure
treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental
to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions,
and (vii) general assistance with implementation of the requirements of certain Securities and Exchange
Commission (SEC) rules or listing standards; and
22 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
•
tax services as specified in the policy, including federal, state, local and international tax planning, compliance
and review services, expatriate tax assistance and compliance and tax due diligence and advice regarding
mergers and acquisitions.
Notwithstanding the foregoing general pre-approval, if, in the reasonable judgment of our Chief Accounting Officer
and Principal Financial Officer, an individual project involving the provision of pre-approved services is likely to result
in fees in excess of $100,000, or if individual projects under $100,000 are likely to equal or exceed $500,000
during the period between the regularly scheduled meetings of the audit committee, then such projects will require
the specific pre-approval of our audit committee. Our audit committee has delegated the authority for the foregoing
approvals to the chairman of the audit committee, subject to his subsequent disclosure to the entire audit committee
of the granting of any such approval. Brian M. Deevy currently serves as the chairman of our audit committee. In
addition, the independent auditor is required to provide a report at each regularly scheduled audit committee
meeting on all pre-approved services incurred during the preceding quarter. Any engagement of our independent
auditors for services other than the pre-approved services requires the specific approval of our audit committee.
Under our policy, any fees incurred by Sirius XM in connection with the provision of services by Sirius XM’s independent
auditor, are expected to be reviewed and approved by Sirius XM’s audit committee pursuant to Sirius XM’s policy
regarding the pre-approval of all audit and permissible non-audit services provided by its independent auditor in effect
at the time of such approval. Such approval by Sirius XM’s audit committee pursuant to its policy is deemed to be pre-
approval of the services by our audit committee.
Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are
subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.
All services provided by our independent auditor during 2019 were approved in accordance with the terms of the
policy in place.
VOTE AND RECOMMENDATION
The affirmative vote of a majority of the combined voting power of the outstanding shares of our common stock
that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class,
is required to approve the auditors ratification proposal.
Our board of directors unanimously recommends a vote
“FOR” the auditors ratification proposal.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 23
MANAGEMENT AND GOVERNANCE MATTERS
EXECUTIVE OFFICERS
The following lists the executive officers of our company (other than Gregory B. Maffei, our President and Chief
Executive Officer, and John C. Malone, our Chairman of the Board, each of whom also serve as directors of our
company and who are listed under “Proposals of Our Board—Proposal 1—The Election of Directors Proposal”), their
ages and a description of their business experience, including positions held with our company. All positions
referenced in the table below with our company include, where applicable, positions with our predecessors.
Name
Positions
Albert E. Rosenthaler
Age: 60
Brian J. Wendling
Age: 47
Renee L. Wilm
Age: 46
Mr. Rosenthaler has served as Chief Corporate Development Officer of our company, Qurate
Retail, Liberty TripAdvisor and Liberty Broadband since October 2016 and GCI Liberty since
March 2018. He previously served as Chief Corporate Development Officer of Liberty Expedia
from October 2016 to July 2019 and Chief Tax Officer of our company, Qurate Retail, Liberty
TripAdvisor and Liberty Broadband from January 2016 to September 2016 and Liberty Expedia
from March 2016 to September 2016. Prior to that, he served as a Senior Vice President of our
company (including our predecessor) from May 2007 to December 2015, Qurate Retail
(including its predecessor) from April 2002 to December 2015, Liberty TripAdvisor from
July 2013 to December 2015 and Liberty Broadband from June 2014 to December 2015.
Mr. Wendling has served as Chief Accounting Officer and Principal Financial Officer of our
company, Qurate Retail, Liberty Broadband and GCI Liberty since January 2020 and July 2019,
respectively. He previously served as Senior Vice President and Controller of each of our
company, Qurate Retail and Liberty Broadband from January 2016 to December 2019 and GCI
Liberty from March 2018 to December 2019. In addition, Mr. Wendling has served as a Senior
Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016, and he
previously served as Vice President and Controller of Liberty TripAdvisor from August 2014 to
December 2015. He previously served as Senior Vice President of Liberty Expedia from
March 2016 to July 2019, and Vice President and Controller of Liberty Media (including its
predecessor) from November 2011 to December 2015, Qurate Retail from November 2011 to
December 2015 and Liberty Broadband from October 2014 to December 2015. Prior thereto,
Mr. Wendling held various positions with Liberty Media and Qurate Retail and their
predecessors since 1999.
Ms. Wilm has served as Chief Legal Officer of our company, Qurate Retail, Liberty TripAdvisor,
Liberty Broadband and GCI Liberty since September 2019. Previously, Ms. Wilm was a Senior
Partner with the law firm Baker Botts L.L.P., where she represented our company, Qurate Retail,
Liberty TripAdvisor, Liberty Broadband and GCI Liberty and their predecessors for over
twenty years, specializing in mergers and acquisitions, complex capital structures and
shareholder arrangements, as well as securities offerings and matters of corporate governance
and securities law compliance. At Baker Botts, Ms. Wilm was a member of the Executive
Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York
office.
Our executive officers will serve in such capacities until their respective successors have been duly elected and
have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family
relationship between any of our executive officers or directors, by blood, marriage or adoption, other than Evan D.
Malone, who is the son of John C. Malone.
During the past ten years, none of our directors and executive officers has had any involvement in such legal
proceedings as would be material to an evaluation of his or her ability or integrity.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our executive
officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to
file reports of ownership and changes in ownership with the SEC.
24 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
MANAGEMENT AND GOVERNANCE MATTERS
Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms filed with the SEC
and written representations made to us by our executive officers and directors, we believe that, during the year ended
December 31, 2019, all Section 16(a) filing requirements applicable to our officers, directors and greater than
ten-percent beneficial owners were met, with the exception of one Form 4 reporting two transactions by GAMCO
Investors, Inc. et. al, that was filed on an untimely basis and an amendment to a Form 4 reporting three transactions
by Brian J. Wendling that was filed on an untimely basis.
CODE OF ETHICS
We have adopted a code of business conduct and ethics that applies to our directors, officers, and employees of
Liberty Media, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act.
Our code of business conduct and ethics is available on our website at www.libertymedia.com.
DIRECTOR INDEPENDENCE
It is our policy that a majority of the members of our board of directors be independent of our management. For a
director to be deemed independent, our board of directors must affirmatively determine that the director has no direct
or indirect material relationship with us. To assist our board of directors in determining which of our directors
qualify as independent for purposes of Nasdaq rules as well as applicable rules and regulations adopted by the
SEC, the nominating and corporate governance committee of our board of directors follows Nasdaq’s corporate
governance rules on the criteria for director independence.
Our board of directors has determined that each of Robert R. Bennett, Brian M. Deevy, M. Ian G. Gilchrist, David E.
Rapley, Larry E. Romrell and Andrea L. Wong qualifies as an independent director of our company.
BOARD COMPOSITION
As described above under “Proposals of Our Board—Proposal 1—The Election of Directors Proposal,” our board is
comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications,
science and technology, venture capital, investment banking, auditing and financial engineering. Our board is also
chronologically diverse with our members’ ages spanning four decades. For more information on our policies with
respect to board candidates, see “—Committees of the Board of Directors—Nominating and Corporate Governance
Committee” below.
BOARD LEADERSHIP STRUCTURE
Our board has separated the positions of Chairman of the Board and Chief Executive Officer (principal executive
officer). John C. Malone, one of our largest stockholders, holds the position of Chairman of the Board, leads our board
and board meetings and provides strategic guidance to our Chief Executive Officer. Gregory B. Maffei, our President,
holds the position of Chief Executive Officer, leads our management team and is responsible for driving the
performance of our company. We believe this division of responsibility effectively assists our board in fulfilling its
duties.
BOARD ROLE IN RISK OVERSIGHT
The board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the
relevant board committees. Our audit committee oversees management of financial risks and risks relating to
potential conflicts of interest. Our compensation committee oversees the management of risks relating to our
compensation arrangements with senior officers. Our nominating and corporate governance committee oversees
risks associated with the independence of the board. These committees then provide reports periodically to the full
board. The oversight responsibility of the board and its committees is enabled by management reporting processes
that are designed to provide visibility to the board about the identification, assessment and management of critical
risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation,
legal and compliance, and other risks. Our management reporting processes include regular reports from our Chief
Executive Officer, which are prepared with input from our senior management team, and also include input from
our Internal Audit group.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 25
COMMITTEES OF THE BOARD OF DIRECTORS
Executive Committee
Our board of directors has established an executive committee, whose members are John C. Malone, Gregory B.
Maffei and Robert R. Bennett. Except as specifically prohibited by the General Corporation Law of the State of
Delaware, the executive committee may exercise all the powers and authority of our board of directors in the
management of our business and affairs, including the power and authority to authorize the issuance of shares of
our capital stock.
Compensation Committee
Our board of directors has established a compensation committee, whose chairman is M. Ian G. Gilchrist and
whose other members are David E. Rapley and Andrea L. Wong. See “—Director Independence” above.
The compensation committee reviews and approves corporate goals and objectives relevant to the compensation
of our Chief Executive Officer and our other executive officers. The compensation committee also reviews and
approves the compensation of our Chief Executive Officer, Chief Legal Officer, Chief Accounting Officer, Principal
Financial Officer and Chief Corporate Development Officer, and oversees the compensation of the chief executive
officers of our non-public operating subsidiaries. For a description of our processes and policies for consideration and
determination of executive compensation, including the role of our Chief Executive Officer and outside consultants
in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—
Compensation Discussion and Analysis.”
Our board of directors has adopted a written charter for the compensation committee, which is available on our
website at www.libertymedia.com.
Compensation Committee Report
The compensation committee has reviewed and discussed with our management the “Compensation Discussion
and Analysis” included under “Executive Compensation” below. Based on such review and discussions, the
compensation committee recommended to our board of directors that the “Compensation Discussion and Analysis”
be included in this proxy statement.
Submitted by the Members of the Compensation Committee
M. Ian G. Gilchrist
David E. Rapley
Andrea L. Wong
Compensation Committee Interlocks and Insider Participation
No member of our compensation committee during 2019 is or has been an officer or employee of our company, or
has engaged in any related party transaction in which our company was a participant.
Nominating and Corporate Governance Committee
Our board of directors has established a nominating and corporate governance committee, whose chairman is
David E. Rapley and whose other members are M. Ian G. Gilchrist, Larry E. Romrell and Andrea L. Wong. See
“—Director Independence” above.
The nominating and corporate governance committee identifies individuals qualified to become board members
consistent with criteria established or approved by our board of directors from time to time, identifies director
nominees for upcoming annual meetings, develops corporate governance guidelines applicable to our company and
oversees the evaluation of our board and management.
Board Criteria. The nominating and corporate governance committee believes that nominees for director should
possess the highest personal and professional ethics, integrity, values and judgment and should be committed to
the long-term interests of our stockholders. To be nominated to serve as a director, a nominee need not meet any
specific minimum criteria. As described in our corporate governance guidelines, director candidates are identified and
nominated based on broad criteria, with the objective of identifying and retaining directors that can effectively
develop the company’s strategy and oversee management’s execution of that strategy. In the director candidate
26 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
MANAGEMENT AND GOVERNANCE MATTERS
identification and nomination process, our board seeks a breadth of experience from a variety of industries and
from professional disciplines, along with a diversity of gender, ethnicity, age and other characteristics. When evaluating
a potential director nominee, including one recommended by a stockholder, the nominating and corporate
governance committee will take into account a number of factors, including, but not limited to, the following:
•
independence from management;
• his or her unique background, including education, professional experience, relevant skill sets and diversity of
gender, ethnicity, age and other characteristics;
•
judgment, skill, integrity and reputation;
• existing commitments to other businesses as a director, executive or owner;
• personal conflicts of interest, if any; and
•
the size and composition of the existing board of directors, including whether the potential director nominee
would positively impact the composition of the board by bringing a new perspective or viewpoint to the board of
directors.
The nominating and corporate governance committee does not assign specific weights to particular criteria and no
particular criterion is necessarily applicable to all prospective nominees.
Director Candidate Identification Process. The nominating and corporate governance committee will consider
candidates for director recommended by any stockholder provided that such recommendations are properly
submitted. Eligible stockholders wishing to recommend a candidate for nomination as a director should send the
recommendation in writing to the Corporate Secretary, Liberty Media Corporation, 12300 Liberty Boulevard,
Englewood, Colorado 80112. Stockholder recommendations must be made in accordance with our bylaws, as
discussed under “Stockholder Proposals” below, and contain the following information:
•
•
the name and address of the proposing stockholder and the beneficial owner, if any, on whose behalf the
nomination is being made, and documentation indicating the number of shares of our common stock owned
beneficially and of record by such person and the holder or holders of record of those shares, together with a
statement that the proposing stockholder is recommending a candidate for nomination as a director;
the candidate’s name, age, business and residence addresses, principal occupation or employment, business
experience, educational background and any other information relevant in light of the factors considered by the
nominating and corporate governance committee in making a determination of a candidate’s qualifications,
as described below;
• a statement detailing any relationship, arrangement or understanding between the proposing stockholder
and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the
proposing stockholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of
the Exchange Act) of such proposing stockholder(s) or beneficial owner (each a Proposing Person);
• a statement detailing any relationship, arrangement or understanding that might affect the independence of
the candidate as a member of our board of directors;
• any other information that would be required under SEC rules in a proxy statement soliciting proxies for the
election of such candidate as a director;
• a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any
proxy materials or otherwise solicit proxies in support of the director nominee;
• a representation by each Proposing Person who is a holder of record of our common stock as to whether the
notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of
shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder
of record is entitled to vote at the annual stockholders meeting and intends to appear in person or by proxy at
the annual stockholders meeting at which the person named in such notice is to stand for election;
• a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated
and elected;
• a representation as to whether the Proposing Person has received any financial assistance, funding or other
consideration from any other person regarding the nomination (a Stockholder Associated Person) (including
the details of such assistance, funding or consideration); and
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 27
• a representation as to whether and the extent to which any hedging, derivative or other transaction has been
entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing
Person, any person to be nominated by the proposing stockholder or any Stockholder Associated Person, the
effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or
increase or decrease the voting power of, the Proposing Person, its nominee, or any such Stockholder
Associated Person.
In connection with its evaluation, the nominating and corporate governance committee may request additional
information from the proposing stockholder and the candidate. The nominating and corporate governance committee
has sole discretion to decide which individuals to recommend for nomination as directors.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions
from incumbent directors, management, stockholders and others. After conducting an initial evaluation of a
prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes
the candidate might be suitable to be a director. The nominating and corporate governance committee may also
ask the candidate to meet with management. If the nominating and corporate governance committee believes a
candidate would be a valuable addition to our board of directors, it may recommend to the full board that candidate’s
nomination and election.
Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and
corporate governance committee will consider the director’s past attendance at, and participation in, meetings of the
board of directors and its committees and the director’s formal and informal contributions to the various activities
conducted by the board and the board committees of which such individual is a member.
The members of our nominating and corporate governance committee have determined that Messrs. Malone,
Rapley and Romrell, who are nominated for election at the annual meeting, continue to be qualified to serve as
directors of our company and such nominations were approved by the entire board of directors.
Our board of directors has adopted a written charter for the nominating and corporate governance committee. Our
board of directors has also adopted corporate governance guidelines, which were developed by the nominating and
corporate governance committee. The charter and the corporate governance guidelines are available on our
website at www.libertymedia.com.
Audit Committee
Our board of directors has established an audit committee, whose chairman is Brian M. Deevy and whose other
members are M. Ian G. Gilchrist and Larry E. Romrell. See “—Director Independence” above.
Our board of directors has determined that Mr. Gilchrist is an “audit committee financial expert” under applicable
SEC rules and regulations. The audit committee reviews and monitors the corporate financial reporting and the
internal and external audits of our company. The committee’s functions include, among other things:
• appointing or replacing our independent auditors;
•
•
•
•
reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of
our audits with our independent auditors;
reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors;
reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies;
reviewing our management’s procedures and policies relating to the adequacy of our internal accounting
controls and compliance with applicable laws relating to accounting practices;
• confirming compliance with applicable SEC and stock exchange rules; and
• preparing a report for our annual proxy statement.
Our board of directors has adopted a written charter for the audit committee, which is available on our website at
www.libertymedia.com.
Audit Committee Report
Each member of the audit committee is an independent director as determined by our board of directors, based on
the listing standards of Nasdaq. Each member of the audit committee also satisfies the SEC’s independence
28 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
MANAGEMENT AND GOVERNANCE MATTERS
requirements for members of audit committees. Our board of directors has determined that Mr. Gilchrist is an “audit
committee financial expert” under applicable SEC rules and regulations.
The audit committee reviews our financial reporting process on behalf of our board of directors. Management has
primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements
and for the public reporting process. Our independent auditor, KPMG LLP, is responsible for expressing opinions
on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles.
Our independent auditor also expresses its opinion as to the effectiveness of our internal control over financial
reporting.
Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited
consolidated financial statements, as well as management’s assessment of the effectiveness of our internal control
over financial reporting and KPMG LLP’s evaluation of the effectiveness of our internal control over financial
reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the
applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the SEC, including
that firm’s judgment about the quality of our accounting principles, as applied in its financial reporting.
KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicable
requirements of the PCAOB regarding KPMG LLP’s communications with the audit committee concerning
independence, and the audit committee has discussed with KPMG LLP that firm’s independence from the company
and its subsidiaries.
Based on the reviews, discussions and other considerations referred to above, our audit committee recommended
to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the
year ended December 31, 2019 (the 2019 Form 10-K), which was filed on February 26, 2020 with the SEC.
Submitted by the Members of the Audit Committee
Brian M. Deevy
M. Ian G. Gilchrist
Larry E. Romrell
Other
Our board of directors, by resolution, may from time to time establish other committees of our board of directors,
consisting of one or more of our directors. Any committee so established will have the powers delegated to it by
resolution of our board of directors, subject to applicable law.
BOARD MEETINGS
During 2019, there were six meetings of our full board of directors, no meetings of our executive committee, eight
meetings of our compensation committee, one meeting of our nominating and corporate governance committee and
six meetings of our audit committee.
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS
Our board of directors encourages all members of the board to attend each annual meeting of our stockholders. All
of the nine directors then serving attended our 2019 annual meeting of stockholders.
STOCKHOLDER COMMUNICATION WITH DIRECTORS
Our stockholders may send communications to our board of directors or to individual directors by mail addressed to
the Board of Directors or to an individual director c/o Liberty Media Corporation, 12300 Liberty Boulevard,
Englewood, Colorado 80112. All such communications from stockholders will be forwarded to our directors on a
timely basis.
EXECUTIVE SESSIONS
In 2019, the independent directors of our company, then serving, met at four executive sessions without management
participation.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 29
Any interested party who has a concern regarding any matter that it wishes to have addressed by our independent
directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent
Directors of Liberty Media Corporation, c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112. The current independent directors of our company are Robert R. Bennett, Brian M. Deevy, M. Ian
G. Gilchrist, David E. Rapley, Larry E. Romrell and Andrea L. Wong.
HEDGING DISCLOSURE
We do not have any practices or policies regarding the ability of our employees (including officers) or directors, or
any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps,
collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge
or offset, any decrease in the market value of our equity securities.
30 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
This section sets forth information relating to, and an analysis and discussion of, compensation paid by our
company to the following persons (who we collectively refer to as our named executive officers):
• John C. Malone, our Chairman of the Board;
• Gregory B. Maffei, our Chief Executive Officer and President;
• Brian J. Wendling, our Chief Accounting Officer and Principal Financial Officer;
• Albert E. Rosenthaler, our Chief Corporate Development Officer;
• Renee L. Wilm, our Chief Legal Officer;
• Richard N. Baer, our former Chief Legal Officer and Chief Administrative Officer; and
• Mark D. Carleton, our Senior Advisor and former Chief Financial Officer.
Mr. Carleton served as our Chief Financial Officer until July 1, 2019, on which date he became Senior Advisor of
our company, and Mr. Wendling, who has been Senior Vice President and Controller of our company since
January 2016, was promoted to Principal Financial Officer of our company. Effective September 23, 2019, our
former Chief Legal Officer and Chief Administrative Officer, Richard N. Baer resigned and Ms. Wilm assumed the
role of Chief Legal Officer of our company. Effective January 1, 2020, Mr. Wendling was appointed Chief Accounting
Officer in addition to Principal Financial Officer of our company.
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Overview
Our compensation committee of our board of directors has responsibility for establishing, implementing and
regularly monitoring adherence to our compensation philosophy. That philosophy seeks to align the interests of the
named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our
executives to increase long-term stockholder value. To that end, the compensation packages provided to the named
executive officers (other than Mr. Malone) include significant performance-based bonuses and significant equity
incentive awards, including equity awards that vest many years after initial grant.
Our compensation committee seeks to approve a compensation package for each named executive officer that is
commensurate with the responsibilities and proven or expected performance of that executive and that is competitive
relative to the compensation packages paid to similarly situated executives in other companies. Our compensation
committee does not engage in any regular benchmarking analysis; rather, it is familiar with the range of total
compensation paid by other companies and periodically reviews survey information provided by Mercer (US) Inc.
(Mercer) and others. Our compensation committee uses this range and survey data as a guide to ensure that the
named executive officers receive attractive compensation packages. Our compensation committee believes that our
compensation packages should assist our company in attracting and retaining key executives critical to our
long-term success.
At our 2018 annual stockholder meeting, stockholders representing a majority of the aggregate voting power of
Liberty Media present and entitled to vote on our say-on-pay proposal voted in favor of, on an advisory basis, our
executive compensation disclosed in our proxy statement for the 2018 annual meeting of stockholders. No material
changes were implemented to our executive compensation program as a result of this vote. At our 2018 annual
stockholder meeting, stockholders elected to hold a say-on-pay vote every three years and our board of directors
adopted this as the frequency at which future say-on-pay votes would be held.
Services Agreements
In connection with prior spin-off or split-off transactions involving our company or Qurate Retail, we entered into
transitional services arrangements with each of Qurate Retail, Liberty Broadband, Liberty TripAdvisor, GCI Liberty
(sometimes referred to collectively as the Service Companies) and Liberty Expedia. Pursuant to these arrangements,
our employees provide or provided services to these companies and our company is reimbursed for the time spent
serving these companies.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 31
Qurate Retail
We assumed a services agreement with Qurate Retail (the Qurate Retail Services Agreement) in connection with
the spin-off of our company from our predecessor parent company. Pursuant to the Qurate Retail Services
Agreement, in 2019, Qurate Retail reimbursed us for the portion of the base salary and certain other compensation
we paid to our employees that was allocable to Qurate Retail for estimated time spent by each such employee
related to that company. In 2019, Qurate Retail did not reimburse us for time spent by Mr. Maffei on Qurate Retail
matters (other than for $950,000, Qurate Retail’s portion of Mr. Maffei’s one-time cash commitment bonus to which
he became entitled in connection with his new employment agreement and that was paid directly to Mr. Maffei by
our company, and which is not reflected in the “Summary Compensation Table” below). Rather, Qurate Retail paid
Mr. Maffei directly pursuant to his employment agreement with Qurate Retail. The 2019 performance-based bonuses
earned by the named executive officers for services provided to our company were paid directly by our company
and the performance-based bonuses earned by the named executive officers for services provided to Qurate Retail
were paid directly by Qurate Retail. During 2019, the estimate of the allocable percentages of time spent performing
services for Qurate Retail, on the one hand, and our company, on the other hand, were reviewed quarterly by our audit
committee for appropriateness. The salaries, performance-based bonuses and certain perquisite information
included in the “Summary Compensation Table” below reflect the portion of the compensation paid by and allocable
to Liberty Media and do not reflect the portion of the compensation allocable to Qurate Retail and for which
Qurate Retail reimbursed Liberty Media under the Qurate Retail Services Agreement. During the year ended
December 31, 2019, the weighted average percentage of each such named executive officer’s time that was allocated
to our company was: Mr. Malone—75%; Mr. Wendling—81%; Mr. Rosenthaler—78%; Ms. Wilm—90%; Mr. Baer—
67%; and Mr. Carleton—75%. In December 2019, we entered into an amendment to the Qurate Retail Services
Agreement, as well as amendments to the services agreements with the other Service Companies (as discussed
further below), in connection with our compensation committee approving a new five-year employment agreement
with Mr. Maffei (the 2019 Maffei Employment Agreement). Under the amended services agreements, beginning in
2020, each Service Company will establish, and pay or grant directly to Mr. Maffei, their allocable portion of his
annual performance-based cash bonus, his annual equity-based awards and his upfront awards, and will reimburse
us for their allocable portion of the other components of Mr. Maffei’s compensation. For Mr. Maffei’s 2020
compensation, Qurate’s allocated portion of Mr. Maffei’s compensation is 19%. For a description of the terms of
the 2019 Maffei Employment Agreement, please see “—Changes for 2020—2019 Maffei Employment Agreement.”
Other Services Agreements
In connection with each of the August 2014 spin-off of Liberty TripAdvisor from Qurate Retail, our November 2014 spin-
off of Liberty Broadband, the November 2016 split-off of Liberty Expedia from Qurate Retail and the March 2018
acquisition and subsequent separation of GCI Liberty from Qurate Retail, we entered into a services agreement with
Liberty TripAdvisor, Liberty Broadband, Liberty Expedia and GCI Liberty, respectively, pursuant to which we
provide each of them certain administrative and management services, and each of them pays or paid us a monthly
management fee, the amount of which is subject to a quarterly review. For the year ended December 31, 2019,
Liberty TripAdvisor, Liberty Broadband, Liberty Expedia and GCI Liberty accrued aggregate management fees of
$3.5 million, $4.4 million, $2.2 million and $9.7 million, respectively, payable to our company under the relevant
services agreement. The services agreement with Liberty Expedia was terminated in July 2019 in connection with its
sale to Expedia Group, Inc.
In December 2019, each of the Service Companies’ services agreements were amended in connection with the
2019 Maffei Employment Agreement. Under the amended services agreements, beginning in 2020, our company is
responsible for paying or providing annual base salary, the initial commitment bonus, perquisites and other
employee benefits, severance benefits and certain reimbursements directly to Mr. Maffei, and a portion of these
expenses will be allocated to, and reimbursed by Liberty TripAdvisor, Liberty Broadband and GCI Liberty. In
December 2019, each of Liberty TripAdvisor, Liberty Broadband and GCI Liberty accrued a reimbursement obligation
to our company for their respective allocable portions of Mr. Maffei’s $5 million one-time cash commitment bonus
to which he became entitled in connection with the 2019 Maffei Employment Agreement. Liberty TripAdvisor’s, Liberty
Broadband’s and GCI Liberty’s allocable portions of Mr. Maffei’s 2020 compensation are 5%, 18% and 14%,
respectively, and they each reimbursed our company $250,000, $900,000 and $700,000, respectively, for Mr. Maffei’s
cash commitment bonus. The one-time commitment bonus included in the “Summary Compensation Table” below
reflects the portion of the commitment bonus allocable to Liberty Media and does not reflect the portion of the
commitment bonus allocable to Liberty TripAdvisor, Liberty Broadband and GCI Liberty. Under the amended
services agreements, beginning in 2020, each of Liberty TripAdvisor, Liberty Broadband and GCI Liberty will
32 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
establish, and pay or grant directly to Mr. Maffei, that company’s allocable portion of his annual performance-based
cash bonus, his annual equity-based awards and his upfront awards, and each Service Company will reimburse
Liberty Media for its allocable portion of the other components of Mr. Maffei’s compensation, as described in more
detail below in “—Executive Compensation Arrangements—Gregory B. Maffei.”
Setting Executive Compensation
In making its compensation decision for each named executive officer (other than Mr. Malone), our compensation
committee considers the following:
• each element of the named executive officer’s compensation, including salary, performance-based bonus,
equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily;
•
•
•
the financial performance of our company compared to internal forecasts and budgets;
the scope of the named executive officer’s responsibilities;
the competitive nature of the compensation packages offered based on general industry knowledge of the
media, telecommunications and entertainment industries and periodic use of survey information provided by
Mercer and others; and
•
the performance of the group reporting to the named executive officer.
In addition, when setting compensation, our compensation committee considers the recommendations obtained
from Mr. Maffei as to all elements of the compensation packages of Messrs. Wendling, Rosenthaler, Baer and
Carleton and Ms. Wilm. To make these recommendations, Mr. Maffei evaluates the performance and contributions of
each such named executive officer. He also considers whether the pay packages afforded to such named executive
officers are competitive and are aligned internally. He also evaluates the named executive officer’s performance
against individual, department and corporate goals.
In December 2014, our compensation committee approved a five-year employment agreement with Mr. Maffei (the
2014 Maffei Employment Agreement), which established his compensation for the term of the agreement. See
“—Executive Compensation Arrangements—Gregory B. Maffei” below. Prior to entering into the 2014 Maffei
Employment Agreement, our compensation committee reviewed information from Mercer with respect to chief
executive officer compensation packages at media, telecommunications, e-commerce and entertainment companies
and discussed with Mercer alternative equity award structures.
In December 2019, our compensation committee approved the 2019 Maffei Employment Agreement and granted
equity awards in connection with the execution of the 2019 Maffei Employment Agreement. See “—Changes for
2020—2019 Maffei Employment Agreement” below. Prior to entering into the 2019 Maffei Employment Agreement,
our compensation committee reviewed information from Mercer with respect to chief executive officer compensation
packages at the companies described above (media, telecommunications, e-commerce and entertainment
companies) and discussed with Mercer alternative equity award structures.
In May 2016, our compensation committee approved a four-year employment agreement with Mr. Baer (the 2016
Baer Employment Agreement), which established his compensation for the term of the agreement. See “—Executive
Compensation Arrangements—Richard N. Baer” below. Prior to approving the 2016 Baer Employment Agreement,
our compensation committee reviewed compensation data with respect to chief legal officer compensation packages
at media, telecommunications and entertainment companies and considered the recommendations of Mr. Maffei
with respect to the proposed compensation package. In June 2019, after considering the recommendation of Mr. Maffei
with respect to Mr. Baer’s compensation package, our compensation committee approved a new compensation
arrangement for Mr. Baer that established his compensation for a four-year employment term as Chief Legal Officer
and Chief Administrative Officer of our company beginning July 1, 2019 (the 2019 Baer Employment Agreement).
Mr. Malone’s compensation is governed by the terms of his employment agreement with our company. See
“—Executive Compensation Arrangements—John C. Malone.”
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 33
Elements of 2019 Executive Compensation
For 2019, the principal components of compensation for the named executive officers (other than Mr. Malone) were:
• base salary;
• a performance-based bonus, payable in cash;
•
time-vested stock options and performance-based RSUs;
• perquisites and other limited personal benefits;
• deferred compensation arrangements; and
• a one-time cash commitment bonus paid to Mr. Maffei in connection with him entering into the 2019 Maffei
Employment Agreement.
Base Salary
Our compensation committee believes base salary should be a relatively smaller portion of each named executive
officer’s overall compensation package, allowing for a greater portion to be performance based, thereby aligning the
interests of our executives more closely with those of our stockholders. The base salaries of the named executive
officers are reviewed on an annual basis (other than Messrs. Malone and Maffei, whose salaries are set by their
respective employment agreements), as well as at the time of any change in responsibilities. Typically, after
establishing a named executive officer’s base salary, salary increases are limited to cost-of-living adjustments,
adjustments based on changes in the scope of the named executive officer’s responsibilities, and adjustments to
align the named executive officer’s salary level with those of our other named executive officers. Similarly, in
accordance with the terms of his employment agreement, Mr. Malone’s fixed cash compensation is limited.
After completion of the annual review in December 2018, the 2019 base salaries of Messrs. Wendling, Rosenthaler,
Baer and Carleton were increased by 2%, reflecting a cost-of-living adjustment. Mr. Baer’s salary was further
increased by 57%, effective July 1, 2019, as a result of the 2019 Baer Employment Agreement. Mr. Wendling’s
salary was further increased by 25% effective July 1, 2019 in light of his promotion to our Principal Financial Officer,
and at the same time, Mr. Carleton’s salary was decreased by 50% in light of his change in responsibilities from
our Chief Financial Officer to a Senior Advisor. Our compensation committee determined Ms. Wilm’s 2019 base salary
after considering the scope of her responsibilities as our Chief Legal Officer and the deep knowledge of our
company that she gained by representing us as our (and our predecessors’) outside counsel for more than 20 years.
For 2019, Mr. Maffei received the 5% base salary increase prescribed by the 2014 Maffei Employment Agreement.
Mr. Malone received no increase under the terms of his employment agreement.
2019 Performance-based Bonuses
For 2019, our compensation committee adopted an annual, performance-based bonus program for each of Messrs.
Maffei, Baer, Rosenthaler and Carleton. As a result of Mr. Baer’s voluntarily termination in September 2019,
Mr. Baer was not eligible and did not receive a performance-based bonus. While Mr. Carleton’s tenure as our Chief
Financial Officer ended on July 1, 2019, he remained an employee of our company through December 31, 2019 and
was eligible to earn a cash bonus under the performance-based bonus program based on the aggregate annual
base salary he received during 2019. Upon Mr. Wendling’s mid-year promotion and Ms. Wilm’s mid-year hire, they
each became eligible to receive a performance-based bonus based generally on the same bonus program criteria as
the other named executive officers. The 2019 bonus program was comprised of two components: a bonus amount
payable based on each participant’s individual performance (the Individual Performance Bonus) and a bonus
amount payable based on the corporate performance of our company (the Corporate Performance Bonus).
In order for Messrs. Maffei, Rosenthaler, Baer and Carleton to be eligible to receive a bonus under our 2019 bonus
program, a minimum corporate performance needed to be achieved: the combined Adjusted OIBDA (or equivalent
measure) of Sirius XM, Braves Holdings, LLC (Braves Holdings), Formula 1 (or F1), and a proportionate share of
the equivalent measure of Adjusted OIBDA of Live Nation, for the year ended December 31, 2019 was required to
exceed $500 million (the Bonus Threshold). If the Bonus Threshold was met, their notional bonus pool would be
funded with 0.54% of the amount by which such combined Adjusted OIBDA exceeded $500 million (the Cash Bonus
Pool). If the Cash Bonus Pool was insufficient to cover the aggregate maximum bonus amount, their respective
maximum bonus amounts would be reduced pro rata, for all purposes under the program. The bonuses of Mr. Wendling
and Ms. Wilm were not subject to the Cash Bonus Pool funding criteria given their respective mid-year promotion
and mid-year hire.
34 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
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For purposes of the bonus program, Adjusted OIBDA is defined as revenue less cost of sales, operating expense
and selling, general and administrative expense (excluding stock compensation). Sirius XM and Live Nation do not
report Adjusted OIBDA information. As a result, we used Adjusted EBITDA as reported by Sirius XM and Adjusted
Operating Income, or AOI, as reported by Live Nation, which are the most similar non-GAAP measures reported
by Sirius XM and Live Nation, to determine their results. For a definition of Adjusted EBITDA as defined by Sirius XM,
see Sirius XM’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 4, 2020.
For a definition of AOI as defined by Live Nation, see Live Nation’s Annual Report on Form 10-K for the year ended
December 31, 2019, filed on February 27, 2020.
Messrs. Maffei, Rosenthaler, Baer and Carleton were assigned a maximum bonus under the performance-based
bonus program for each of Liberty Media and Qurate Retail. The maximum bonuses for the Liberty Media program
were $8,758,485, $1,393,631, $2,141,048 and $1,045,223 for Messrs. Maffei, Rosenthaler, Baer, and Carleton,
respectively (the LMC Funding Pool Maximum Performance Bonus). Qurate Retail also established maximum
performance-based bonuses of $5,838,990, $929,087, $485,993 and $696,815 for each of Messrs. Maffei,
Rosenthaler, Baer and Carleton, respectively.
The LMC Funding Pool Maximum Performance Bonus for bonuses paid by our company was set at seven and one
half times base salary for Mr. Maffei, which exceeded the terms of the 2014 Maffei Employment Agreement, and was
set at three times base salary for each of Messrs. Rosenthaler, Baer and Carleton. Our compensation committee
increased the LMC Funding Pool Maximum Performance Bonus to account for the fact that their time allocated to
Liberty TripAdvisor, Liberty Broadband and GCI Liberty under the services agreements is, and under the services
agreement with Liberty Expedia was, charged to our company in the determination of their respective LMC
individual bonuses by our compensation committee.
Our compensation committee then determined that if the Cash Bonus Pool were fully funded, it would make its
determinations as to the percentage to pay Mr. Maffei and Mr. Baer based on the above-described contractual limits
of five times base pay for Mr. Maffei and two times base pay for Mr. Baer, which had been Mr. Baer’s contractual
limit under the 2016 Baer Employment Agreement. It was determined that the maximum bonus opportunity would
be up to 148% of base pay for Mr. Wendling, up to 200% of base pay for Messrs. Rosenthaler and Carleton, and up
to 150% of base pay for Ms. Wilm. These limits will be referred to as the LMC Maximum Performance Bonus.
The bonus maximums were established by the compensation committee in March 2019 for Messrs. Maffei,
Rosenthaler, Baer and Carleton, and the limits for Mr. Wendling and Ms. Wilm were determined by Mr. Maffei at the
time of Mr. Wendling’s promotion and Ms. Wilm’s hire, respectively, and reviewed by the compensation committee at
the end of the year in connection with determining the performance-based bonus payouts. In addition, the maximum
bonus opportunities in dollars for Messrs. Carleton and Wendling were pro-rated based on their change in
responsibilities and base pay during the year, while the maximum bonus opportunity for Ms. Wilm was pro-rated
based on her hire date. Mr. Baer became ineligible to receive a bonus in connection with his mid-year resignation.
Subject to the achievement of the Bonus Threshold, with respect to Messrs. Maffei, Rosenthaler, Baer and Carleton
(and after taking into account any reductions associated with a shortfall in the Cash Bonus Pool), each participant
was entitled to receive from our company an amount (the LMC Maximum Individual Bonus) equal to 60% of the
LMC Maximum Performance Bonus for that participant. The LMC Maximum Individual Bonus was subject to
reduction based on a determination of the participant’s achievement of qualitative criteria established with respect
to the services to be performed by the participant on behalf of our company. Under Qurate Retail’s corollary program,
each participant was entitled to receive from Qurate Retail a maximum individual bonus equal to 60% of his or her
Qurate Retail maximum performance bonus, subject to reduction based on a determination of the participant’s
achievement of qualitative criteria established with respect to the services to be performed by the participant on
behalf of Qurate Retail. Our compensation committee believes this construct was appropriate in light of the Qurate
Retail Services Agreement and the fact that each participant splits his or her professional time and duties.
Also, subject to the achievement of the Bonus Threshold, with respect to Messrs. Maffei, Rosenthaler, Baer and
Carleton (and after taking into account any reductions associated with a shortfall in the Cash Bonus Pool), each
participant was entitled to receive from our company an amount (the LMC Maximum Corporate Bonus) equal to
40% of his or her LMC Maximum Performance Bonus, subject to reduction based on a determination of the corporate
performance of our company. Qurate Retail has a corollary program pursuant to which each participant was
entitled to receive from Qurate Retail a bonus that is 40% of the Qurate Retail maximum bonus, which was subject
to reduction based on a determination of the corporate performance of Qurate Retail.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 35
In December 2019, our compensation committee and the Qurate Retail compensation committee reviewed
contemporaneously our respective named executive officers’ performance under each company’s program.
Notwithstanding this joint effort, our compensation committee retained sole and exclusive discretion with respect to
the approval of award terms and amounts payable under our bonus program.
Also, in December 2019, our compensation committee determined that the combined Adjusted OIBDA (or equivalent
measure) for Sirius XM, Braves Holdings, Formula 1 and a proportionate share of the equivalent measure of
Adjusted OIBDA of Live Nation, was approximately $3,229.8 million using the formula described above, exceeding
the Bonus Threshold by approximately $2,729.8 million, thereby creating a notional Cash Bonus Pool of approximately
$14.74 million, which exceeded the amount necessary to cover the aggregate LMC Funding Pool Maximum
Performance Bonus of Messrs. Maffei, Rosenthaler, Baer and Carleton and therefore enabling each of them to
receive a bonus under the performance-based program up to their respective LMC Funding Pool Maximum
Performance Bonus.
Individual Performance Bonus. Our compensation committee then reviewed the individual performance of each
participant to determine the reductions that would apply to each participant’s LMC Maximum Individual Bonus.
Our compensation committee took into account a variety of factors, without assigning a numerical weight to any
single performance measure. This determination was based on reports of our board, the observations of committee
members throughout the year, executive self-evaluations and, with respect to the participants other than Mr. Maffei,
the observations and input of Mr. Maffei. In evaluating the performance of each of the participants for determining
the reduction that would apply to each named executive officer’s LMC Maximum Individual Bonus, the following
performance objectives related to our company which had been assigned to each participant for 2019 were
considered:
Individual
Performance Objectives
Gregory B. Maffei
• Provide leadership to management team to drive strategies, further enhance brand and increase
shareholder value
• Support F1 management and Sirius XM management in strategic initiatives
• Pursue synergistic acquisitions
• Assist subsidiaries with succession plans and hiring of key executives
• Pursue optimal capital structure for our company and subsidiaries, including development of
additional capital funding strategies
• Assist with strategy and succession planning at our company and subsidiaries
• Oversee extension of Braves stadium development
Brian J. Wendling
• Support development of our company’s management team
• Ensure timely and accurate internal and external financial reports
• Continued development and training of accounting, reporting and internal audit staff
• Assist other executives in accounting and financial related due diligence on potential acquisition
targets
Albert E. Rosenthaler
• Assist treasury and management on evaluation of capital structures and capital allocation
• Lead corporate development efforts, including efforts at F1, Sirius XM and our company
• Identify possible acquisition targets; provide analysis and evaluation of potential transactions
• Oversee, train and develop internal tax staff
• Increase staffing as needed and oversee personal and departmental growth of corporate
development team
36 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
Individual
Renee L. Wilm
Performance Objectives
• Oversee enhanced risk management and compliance efforts
• Negotiate executive employment arrangements
• Provide support to legal departments of subsidiaries and controlled companies
• Provide legal support to treasury and management on evaluation of capital structures and
capital allocation
Richard N. Baer
• Manage succession planning at our company
• Provide effective legal support in connection with mergers, acquisitions, investments and other
transactional matters
• Oversee compliance obligations and assist with litigation at our company and its subsidiaries
• Facilitate, along with other members of senior management team, sound approach to
governance and compliance
Mark D. Carleton
• Provide support to legal departments of subsidiaries and controlled companies
• Manage relationship with Live Nation
• Co-oversee activities of Atlanta Braves subsidiary
• Assist Sirius XM in its corporate development and other efforts
• Support the accounting department to maintain timely and accurate internal and external
financial reports
Our compensation committee then considered the time allocated and services provided by each named executive
officer to (i) our company, or (ii) the companies who are parties to the services agreements, under which our company
is reimbursed for such time and services. See “—Services Agreements” above.
Following a review of the above, our compensation committee determined to pay each participant the following
portion of his or her LMC Maximum Individual Bonus:
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
LMC Maximum
Individual Bonus
$5,815,634
$ 322,204
$ 869,625
$ 220,302
$ 769,170
$ 627,134
Percentage
Payable
84.38%
81.25%
81.25%
87.50%
0%
62.50%
Aggregate
Dollar Amount
$4,907,232
$ 261,790
$ 706,571
$ 192,765
0
$
$ 420,892
Corporate Performance Bonus. Our compensation committee then made a determination as to the reductions,
if any, that would apply to each participant’s LMC Maximum Corporate Bonus. In making this determination, our
compensation committee reviewed forecasts of 2019 Adjusted OIBDA, revenue and free cash flow (as defined
below) for Sirius XM, Braves Holdings and Formula 1, and a proportionate share of Live Nation, all of which forecasts
were prepared in December 2019 and are set forth in the table below. Also set forth in the table below are the
corresponding actual financial measures achieved for 2019, which deviated from our forecasts as indicated below.
Although forecasted free cash flow deviated from the actual result, neither that deviation nor the Revenue or Adjusted
OIBDA deviations would have materially affected the amounts paid under the corporate performance bonus
portion of the program.
Revenue(1)
Adjusted OIBDA(1)
Free Cash Flow(1)(2)
2019 Forecast
$14,189.4
$ 3,229.8
$ 2,153.2
(dollar amounts in millions)
2019 Actual
$14,340.4
$ 3,289.1
$ 2,300.1
Actual/Forecast
1.1%
1.8%
6.8%
(1) Revenue, Adjusted OIBDA and Free Cash Flow information represent the summation for Sirius XM, Braves Holdings and Formula
1, and a proportionate share of Live Nation. Includes our share of Live Nation’s revenue, Adjusted OIBDA (or comparable measure)
and Free Cash Flow (or comparable measure) at ownership levels as of December 31, 2018, which was the percentage used for
approving the 2019 performance bonus program.
(2) Defined for purposes of the bonus program as Adjusted OIBDA less all other operating and investing items.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 37
Based on a review of these forecasts and our compensation committee’s consideration of our company’s
performance against plan for these measures, our compensation committee determined that the growth metrics
were achieved to the extent described below:
Growth Factor
Revenue
Adjusted OIBDA
Free Cash Flow
Liberty Media Corporation
17.5% of a possible 25%
50% of a possible 50%
20% of a possible 25%
Our compensation committee then translated the achievement of these growth metrics into a percentage payable
to each participant of his or her LMC Maximum Corporate Bonus, as follows:
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
LMC Maximum
Corporate
Bonus
$4,030,725
$ 228,828
$ 641,360
$ 140,812
$ 658,195
$ 481,020
Percentage
Payable
Aggregate
Dollar Amount
87.5%
87.5%
87.5%
87.5%
0%
87.5%
$3,526,884
$ 200,225
$ 561,190
$ 123,211
0
$
$ 420,892
Aggregate Results. The following table presents information concerning the aggregate 2019 performance-based
bonus amounts payable to each named executive officer by our company (other than Mr. Malone), after giving
effect to the determinations described above.
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
Individual
Performance
Bonus
$4,907,232
$ 261,790
$ 706,571
$ 192,765
$
0
$ 391,958
Corporate
Performance
Bonus
$3,526,884
$ 200,225
$ 561,190
$ 123,211
$
0
$ 420,892
Total Bonus
$8,434,116
$ 462,015
$1,267,761
$ 315,975
$
0
$ 812,851
Our compensation committee then noted that, when combined with the total 2019 performance-based bonus
amounts paid by Qurate Retail to the overlapping named executive officers, each of our named executive officers
received the following payments;
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
Combined Performance Bonus
$9,439,212
$ 523,423
$1,467,050
$ 337,394
$
0
$ 943,503
For more information regarding these bonus awards, please see the “Grants of Plan-Based Awards” table below.
2019 Maffei Employment Agreement Cash Commitment Bonus
In connection with entering into the 2019 Maffei Employment Agreement, in December 2019, Mr. Maffei was paid by
our company a one-time cash commitment bonus of $5 million, of which $2.2 million (or 44%) was allocated to our
company and 56% of which was allocated across the Service Companies and reimbursed to us, as described in more
detail above under “—Service Agreements”. The “Summary Compensation Table” below reflects only the portion
38 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
of this one-time commitment bonus that was allocated to our company and does not reflect the portions allocated
across the other Service Companies.
Equity Incentive Compensation
The Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended, (the 2017 incentive plan) provides,
and prior to its expiration, the Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31,
2015), as amended (the 2013 incentive plan) provided, for the grant of a variety of incentive awards, including
stock options, restricted shares, RSUs, stock appreciation rights and performance awards. Our compensation
committee has a preference for grants of stock-based incentive awards (RSUs, restricted stock and options) as
compared with cash incentive awards based on the belief that they better promote retention of key employees through
the continuing, long-term nature of an equity investment. It is the policy of our compensation committee that stock
options be awarded with an exercise price equal to fair market value on the date of grant, typically measured by
reference to the closing price on the grant date. In the past, except for the 2014 stock option grants from Liberty
Broadband and Liberty TripAdvisor to Mr. Maffei, our company has not allocated any portion of the costs of the named
executive officers’ equity awards to Liberty Broadband, Liberty TripAdvisor or GCI Liberty. After the closing of the
transactions that resulted in Qurate Retail acquiring a controlling equity interest in GCI Liberty that was subsequently
split-off, our compensation committee reviewed this practice and determined that it would be appropriate to
request each of these entities to grant a portion of the equity awards granted to our named executive officers. Our
compensation committee determined to allocate to each of Qurate Retail, Liberty Broadband, Liberty TripAdvisor and
GCI Liberty a proportionate share of the aggregate equity grant value given to each named executive officer
based 50% on relative market capitalization and 50% on relative time spent by our company’s employees working
for such issuer.
Maffei Performance-based Equity Awards. In December 2014, we entered into the 2014 Maffei Employment
Agreement which provided Mr. Maffei with the opportunity to earn annual equity incentive awards during the
employment term. See “—Executive Compensation Arrangements—Gregory B. Maffei” for additional information
about the annual awards provided under the 2014 Maffei Employment Agreement.
The 2014 Maffei Employment Agreement provided that Mr. Maffei was entitled to receive from our company and
Qurate Retail in 2019 a combined target value equity award of $20 million and contemplated that the equity awards
would be structured to qualify as performance-based compensation under Section 162(m) of the Code. The 2014
Maffei Employment Agreement contemplated that the $20 million equity award would be divided between our company
and Qurate Retail according to relative market capitalization. However, in 2019, the $20 million of equity awards
was granted across all the companies by our compensation committee and the compensation committees of Qurate
Retail, Liberty TripAdvisor, Liberty Broadband and GCI Liberty based on two factors, each weighted 50%: (i) the
relative market capitalization of each series of common stock of each company and (ii) the percentage allocation of
time for all Liberty Media employees across all companies. The goal of this structure was to align the interests of
Mr. Maffei with those of the stockholders of each company and to incentivize Mr. Maffei toward the completion of each
company’s strategic initiatives. Mr. Maffei was also eligible to receive above-target equity awards from our company
and Qurate Retail equaling in the aggregate $10 million (split by relative market capitalization) that would be
granted at the end of the performance period in each compensation committee’s sole discretion. The 2014 Maffei
Employment Agreement also set forth provisions for determining and establishing any performance criteria for equity
awards.
In 2019, our compensation committee, with the consent of Mr. Maffei, decided to grant a combination of time-
vested stock options and performance-based RSUs that the parties agreed were in satisfaction of our obligations
under the 2014 Maffei Employment Agreement. Our compensation committee believes that time-vested stock options
are consistent with its philosophy of aligning the interests of the named executive officers with those of our
stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder
value. In addition, our compensation committee believed that Mr. Maffei’s RSU grants should be subject to performance
metrics that incentivize and reward Mr. Maffei for successful completion of our company’s strategic initiatives. Our
compensation committee determined to grant 19% of the total award value of $20 million in FWONK awards, 22% of
the total award value of $20 million in LSXMK, and 6% of the total award value of $20 million in BATRK awards.
As a result, our compensation committee granted to Mr. Maffei 396,283 LSXMK time-vested options (the Maffei
LSXMK options), 205,149 FWONK time-vested options (the Maffei FWONK options), 38,168 BATRK performance-
based RSUs (the 2019 Maffei BATRK RSUs) and 59,505 FWONK performance-based RSUs (the 2019 Maffei
FWONK RSUs, and collectively with the 2019 Maffei BATRK RSUs, the 2019 Maffei RSUs). The Maffei LSXMK
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 39
options and Maffei FWONK options had a grant date of March 6, 2019, had a term of seven years, and had a base
price of $40.53 and $33.94, respectively, which was the closing price of LSXMK and FWONK on the grant date.
In addition, the stock options vested in full on December 31, 2019, and were subject to other applicable terms and
conditions for option grants as set forth in the 2014 Maffei Employment Agreement. Our compensation committee
also granted to Mr. Maffei the 2019 Maffei RSUs on March 6, 2019, which vest only upon attainment of the
performance objectives described below.
Our compensation committee adopted an annual, performance-based program for payment of the 2019 Maffei
RSUs. None of the 2019 Maffei RSUs would vest unless a minimum corporate performance was achieved: the
combined Adjusted OIBDA (or equivalent measure) of Sirius XM, Braves Holdings, Formula 1 and a proportionate
share of the equivalent measure of Adjusted OIBDA of Live Nation, for the year ended December 31, 2019 was
required to exceed $500 million (the Maffei RSU Threshold). If the Maffei RSU Threshold was met, the notional
pool for payment of the 2019 Maffei RSUs would be funded with 0.22% of the amount by which such combined
Adjusted OIBDA exceeded $500 million (the Maffei RSU pool). A maximum payout equal to 1.5 times the target
number of 2019 Maffei RSUs or $4.425 million of grant value was established.
For purposes of the Maffei RSU pool, Adjusted OIBDA was defined in the same manner as the cash performance
bonus program. See “—Elements of 2019 Executive Compensation—2019 Performance-based Bonuses” above.
Assuming the Maffei RSU Threshold of $500 million was met and the Maffei RSU pool was funded, the amount
earned would be subject to reduction from the maximum amount payable by our compensation committee based
on performance criteria. After review of our company’s 2019 Adjusted OIBDA results, our compensation committee
determined and certified that the maximum 2019 Maffei RSUs could be paid to Mr. Maffei. Our compensation
committee then determined to review Mr. Maffei’s performance to determine what portion of the maximum award
would be paid. Our compensation committee reviewed Mr. Maffei’s 2019 performance and noted his efforts in
supporting Formula 1 strategic initiatives and extending the SiriusXM franchise, including oversight of the Pandora
acquisition. After considering Mr. Maffei’s performance in these areas, our compensation committee determined
to vest 100% of the previously issued 2019 Maffei RSUs.
Our compensation committee decided not to award Mr. Maffei above-target awards for his performance in 2019. For
more information regarding the target equity awards, see the “Grants of Plan-Based Awards” table below;
“—Executive Compensation—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—
Equity Incentive Compensation—Maffei Performance-based Equity Awards” in Qurate Retail’s Definitive Proxy
Statement on Schedule 14A filed April 13, 2020; “—Executive Compensation—Compensation Discussion and
Analysis—Compensation Overview—Equity Incentive Compensation” in Liberty TripAdvisor’s Definitive Proxy
Statement on Schedule 14A filed April 13, 2020; “—Executive Compensation—Compensation Discussion and
Analysis—Compensation Overview—Equity Incentive Compensation” in Liberty Broadband’s Definitive Proxy
Statement on Schedule 14A filed April 10, 2020; and “—Executive Compensation—Compensation Discussion and
Analysis—Compensation Overview—Equity Incentive Compensation” in GCI Liberty’s Definitive Proxy Statement on
Schedule 14A filed April 10, 2020.
Other 2019 Awards
Multiyear Stock Options. Consistent with its previous practices, our compensation committee has made larger
stock option grants (equaling approximately four to five years’ value of the named executive officer’s annual grants)
that vest between four and five years after grant, rather than making annual grants over the same period. These
multiyear grants provide for back-end weighted vesting and generally expire seven to ten years after grant to
encourage executives to remain with the company over the long-term and to better align their interests with those of
the stockholders. Our compensation committee made such an award to Mr. Maffei in connection with the execution
of the 2014 Maffei Employment Agreement. See “—Executive Compensation Arrangements—Gregory B. Maffei”
below. Also, our compensation committee granted to each of Messrs. Rosenthaler and Carleton in March 2015
and to Mr. Wendling in May 2015 multiyear stock options that equaled the value of the named executive officer’s
annual grants that were expected to be granted to him for the period from January 1, 2016 through December 31,
2020. Also, Mr. Baer received a multi-year stock option award in June 2016 in connection with entering into the 2016
Baer Employment Agreement. See “—Executive Compensation Arrangements—Richard N. Baer—2016 Term
Options” below. Mr. Baer’s grant equaled the value of his annual grants that were expected to be granted to him for
the period from January 1, 2017 through December 31, 2020. Mr. Malone does not participate in the equity award
program and as a result did not receive a multiyear stock option award. In November 2019, Ms. Wilm received a
multiyear stock option grant that equaled the value of her annual grants that were expected to be granted to her for the
period from September 23, 2019 through September 22, 2023. See “Outstanding Equity Awards at Fiscal Year-
End” below.
40 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
Additionally, in connection with entering into the 2019 Maffei Employment Agreement, Mr. Maffei was promised an
upfront equity award, of which $39.6 million of the aggregate grant value was allocated to our company, to be granted
in two tranches in December 2019 and December 2020 (the New Maffei Term Equity). In December 2019,
Mr. Maffei received a grant of options representing the 2019 tranche of his New Maffei Term Equity (the 2019 New
Maffei Term Options), which included options to purchase 927,334 shares of LSXMK, 313,342 shares of BATRK
and 588,954 shares of FWONK, which vest on December 31, 2023. Similar to the rationale pertaining to the multi-
year awards historically granted to the named executive officers, the New Maffei Term Equity is intended to encourage
Mr. Maffei to remain with the company over the long-term and expected to more fully align Mr. Maffei’s interests
with those of the other stockholders. See “—Executive Compensation Arrangements—Gregory B. Maffei” for a
description of the New Maffei Term Equity and performance equity awards provided under the 2019 Maffei
Employment Agreement.
2019 PFO Restricted Stock Unit Grant. In August 2019, Mr. Wendling received a grant of 1,067 LSXMK, 387
BATRK and 948 FWONK restricted stock units (the 2019 PFO RSUs) in recognition of his assumption of the principal
financial officer role and responsibilities at our company. One half of the 2019 PFO RSUs vested on December 10,
2019 and the remaining one half vest on December 10, 2020.
Annual Performance Awards. Consistent with our practice since December 2014 of granting a combination of
multiyear stock options and annual performance awards to senior officers, our compensation committee granted
annual performance RSUs to Messrs. Wendling, Rosenthaler, Baer and Carleton in March 2019 and a pro-rated grant
of annual performance RSUs to Ms. Wilm in November 2019. Our compensation committee granted to Messrs.
Wendling, Rosenthaler, Baer and Carleton, 3,286, 7,501, 10,045 and 7,501 LSXMK performance-based RSUs,
respectively, 1,171, 2,672, 3,578 and 2,672 BATRK performance-based RSUs, respectively, and 3,650, 8,331, 11,157
and 8,331 FWONK performance-based RSUs, respectively, on March 6, 2019 and 1,510 LSXMK performance-
based RSUs, 609 BATRK performance-based RSUs and 1,369 FWONK performance-based RSUs to Ms. Wilm on
November 13, 2019 (collectively, the 2019 Chief RSUs). The 2019 Chief RSUs would vest only upon attainment
of the performance objectives described below. However, in September 2019, Mr. Baer resigned from our company,
and vesting of 75% of Mr. Baer’s 2019 Chief RSUs was accelerated upon his departure.
Our compensation committee reviewed the financial performance of our company along with the personal
performance of Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm. Our compensation committee also
considered the recommendations from Mr. Maffei, who recommended that our committee vest 100% of the 2019
Chief RSUs previously granted to each of Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm based on his
assessment of their individual performance against the goals established in connection with the performance
cash bonus program and his general observation of their leadership and executive performance. Accordingly, our
compensation committee approved vesting of all of the 2019 Chief RSUs previously granted to Messrs. Wendling,
Rosenthaler and Carleton and Ms. Wilm.
Mr. Malone did not participate in the annual performance RSU program.
Perquisites and Other Personal Benefits
The perquisites and other personal benefits available to our executives (that are not otherwise available to all of our
salaried employees, such as matching contributions to the Liberty Media 401(k) Savings Plan and the payment of
life insurance premiums) consist of:
•
•
limited personal use of corporate aircraft;
in the case of Mr. Maffei, payment of legal expenses pertaining to his employment arrangement;
• occasional, personal use of an apartment in New York City owned by a subsidiary of our company, which is
primarily used for business purposes, and occasional, personal use of a company car and driver;
•
in the case of Ms. Wilm, relocation expenses;
• a deferred compensation plan; and
•
in the case of Mr. Malone, an annual allowance of $1 million for personal expenses provided pursuant to the
terms of his employment agreement (see “—Executive Compensation Arrangements—John C. Malone”).
Taxable income may be incurred by our executives in connection with their receipt of perquisites and personal
benefits. Other than as contemplated by Mr. Malone’s employment agreement, we have not provided gross-up
payments to our executives in connection with any such taxable income incurred during the past three years.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 41
Aircraft Usage. On occasion, and with the approval of our Chairman or Chief Executive Officer, executives may
have family members and other guests accompany them on our corporate aircraft when traveling on business. Under
the terms of the employment arrangements with our Chairman and our Chief Executive Officer, our Chairman and
our Chief Executive Officer and their guests may use the corporate aircraft for non-business purposes subject to
specified limitations.
Pursuant to a February 5, 2013 letter agreement between us and Mr. Maffei, Mr. Maffei is entitled to 120 hours per
year of personal flight time through the first to occur of (i) the termination of his employment, subject to any continued
right to use the corporate aircraft as described below or pursuant to the terms of his employment arrangement in
effect at the time of the termination or (ii) the cessation of ownership or lease of corporate aircraft. During 2019,
Mr. Maffei was entitled to 30 additional hours per year of personal flight time if he reimbursed us for such usage
through the first to occur of (i) the termination of his employment or (ii) the cessation of ownership or lease of
corporate aircraft. Pursuant to the 2019 Maffei Employment Agreement and a December 13, 2019 letter agreement
between us and Mr. Maffei, Mr. Maffei became entitled to 120 hours of annual aircraft usage, subject to payment
by Mr. Maffei of tax on the Standard Industry Fare Level (SIFL) value, plus 50 additional hours, subject to Mr. Maffei’s
payment for the cost of such usage. If Mr. Maffei’s employment is terminated due to disability, for good reason or
without cause, Mr. Maffei would be entitled to continued use of the company’s aircraft for 12 months after termination
of his employment. Mr. Maffei incurs taxable income, calculated in accordance with the SIFL rates, for all personal
use of our corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurs taxable income at the SIFL
rates minus amounts paid under time sharing agreements with our company for travel. Flights where there are no
passengers on company-owned aircraft were not charged against the 120 hours of personal flight time per year
allotted to Mr. Maffei if the flight department determines that the use of a NetJets, Inc. supplied aircraft for a proposed
personal flight would be disadvantageous to our company due to (i) use of budgeted hours under the then current
Liberty Media fractional ownership contract with NetJets, Inc. or (ii) higher flight cost as compared to the cost of using
company owned aircraft.
The cost of Mr. Malone’s personal use of our corporate aircraft, calculated in accordance with SIFL, counts toward
his $1 million personal expense allowance (described above).
For disclosure purposes, we determine the aggregate incremental cost to the company of the executives’ personal
flights by using a method that takes into account all operating costs related to such flights, including:
•
landing and parking expenses;
• crew travel expenses;
• supplies and catering;
• aircraft fuel and oil expenses per hour of flight;
• aircraft maintenance and upkeep;
• any customs, foreign permit and similar fees; and
• passenger ground transportation.
Because the company’s aircraft is used primarily for business travel, this methodology excludes fixed costs that do
not change based on usage, such as salaries of pilots and crew, and purchase or lease costs of aircraft.
Pursuant to our aircraft time sharing agreements with Qurate Retail, Liberty TripAdvisor, Liberty Broadband and
GCI Liberty, each of these companies pays us for any costs, calculated in accordance with Part 91 of the Federal
Aviation Regulations, associated with Mr. Malone or Mr. Maffei using our corporate aircraft that are allocable to such
company, except that allocations made to Liberty TripAdvisor, Liberty Broadband or GCI Liberty may only be made
for corporate aircraft use relating to such company’s business matters, while allocations made to Qurate Retail relate
to such company’s business matters along with approved personal use of our aircraft. Pursuant to our aircraft time
sharing agreements with Mr. Maffei, Mr. Maffei was responsible for reimbursing us for costs associated with his
personal use of our corporate aircraft and such costs include the expenses listed above, insurance obtained for
the specific flight and an additional charge equal to 100% of the aircraft fuel and oil expenses for the specific flight.
For purposes of determining an executive’s taxable income, personal use of our aircraft is valued using a method
based on SIFL rates, as published by the Treasury Department. The amount determined using the SIFL rates is
typically lower than the amount determined using the incremental cost method. Under the American Jobs Creation
Act of 2004, the amount we may deduct for a purely personal flight is limited to the amount included in the taxable
42 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
income of the executives who took the flight. Also, the deductibility of any non-business use will be limited by
Section 162(m) of the Code to the extent that the named executive officer’s compensation that is subject to that
limitation exceeds $1 million. See “—Deductibility of Executive Compensation” below.
Deferred Compensation
To help accommodate the tax and estate planning objectives of the named executive officers, as well as other
executives with the title of Assistant Vice President and above, our board of directors assumed the previously
established Liberty Media Corporation 2006 Deferred Compensation Plan (as amended and restated). Under that
plan, participants could elect to defer up to 50% of their base salary and up to 100% of their cash performance bonus
that were allocable to our company. Compensation deferred under the plan that otherwise would have been
received prior to 2015 would earn interest income at the rate of 9% per annum, compounded quarterly, for the
period of the deferral. Compensation deferred under the plan that otherwise would have been received on or after
January 1, 2015 will earn interest income at a rate that is intended to approximate our company’s general cost of 10-
year debt. For 2017, 2018 and 2019, the rate was 6.5%, 6.25% and 7.0%, respectively. Since September 2011,
the named executive officers may not participate in the plan with respect to any portion of their cash performance
bonuses paid by Qurate Retail. In addition, Mr. Carleton had a deferral election in place for his 2011 performance-
based bonus, with respect to which Qurate Retail will remain responsible for the payment of such deferred amount
and all deferred interest thereon going forward. For more information on this plan and the amendments that
became effective January 1, 2016, see “—Executive Compensation Arrangements—2006 Deferred Compensation
Plan” and the “—Nonqualified Deferred Compensation Plans” table below.
We provide Mr. Malone with certain deferred compensation arrangements that were entered into by our predecessors
and assumed by us in connection with the various restructurings that we have undergone. Beginning in
February 2009, Mr. Malone began receiving accelerated payments under those deferred compensation arrangements.
For more information on these arrangements, see “—Executive Compensation Arrangements—John C. Malone”
below.
Changes for 2020
2019 Maffei Employment Agreement. In December 2019, we entered into the 2019 Maffei Employment Agreement
pursuant to which Mr. Maffei has agreed to serve as our Chief Executive Officer and President for a five year
period beginning January 1, 2020 and ending December 31, 2024, with an annual base salary of $3 million (with no
contracted increase and allocated across our company and the Service Companies) and a one-time cash
commitment bonus of $5 million (allocated across our company and the Service Companies), an annual target
cash performance bonus equal to $17 million (which bonus will be split among, and paid directly by, our company
and each of the Service Companies, with payment subject to the achievement of one or more performance metrics
as determined by the applicable company’s compensation committee). The 2019 Maffei Employment Agreement
also provides Mr. Maffei with the opportunity to earn annual performance-based equity awards during the employment
term. As mentioned above, Mr. Maffei received the 2019 New Maffei Term Options in connection with the approval
of the 2019 Maffei Employment Agreement. For a description of the terms of this agreement and the related equity
awards, please see “—Executive Compensation Arrangements—Gregory B. Maffei”.
When structuring the 2019 Maffei Employment Agreement, our compensation committee considered a number of
factors including the amount and structure of CEO compensation packages provided by companies in our industry,
companies of comparable size and complexity, and companies that may compete with our company for executive
talent. The compensation committee also considered the strategic direction and goals of our company and considered
how best to incent achievement of those objectives. To further align Mr. Maffei’s interests with those of the other
stockholders, the compensation committee structured a significant portion of the equity as performance-based equity
with meaningful payout metrics determined annually. See “—Executive Compensation Arrangements—Gregory B.
Maffei” for a description of the New Maffei Term Equity and performance equity awards provided under the 2019
Maffei Employment Agreement. This structure should provide flexibility to the compensation committee to incent
achievement of strategic objectives that may change or evolve over the term of the agreement.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 43
Deductibility of Executive Compensation
In developing the 2019 compensation packages for the named executive officers, the deductibility of executive
compensation under Section 162(m) of the Code was considered. That provision prohibits the deduction of
compensation of more than $1 million paid to certain executives, subject to certain exceptions. Following the
enactment of the Tax Cuts and Jobs Act of 2017, beginning with the 2018 calendar year, the executives potentially
affected by the limitations of Section 162(m) of the Code have been expanded and there is no longer any exception
for qualified performance-based compensation. Although some performance-based awards will not result in a
compensation deduction after 2017, we believe the transition rules in effect for binding contracts in effect on
November 2, 2017 should continue to allow certain of these awards to maintain their exemption from the $1 million
annual deduction limitation for so long as such contracts are not materially modified. However, portions of the
compensation we pay to the named executive officers may not be deductible due to the application of Section 162(m)
of the Code. Our compensation committee believes that the lost deduction on compensation payable in excess of the
$1 million limitation for the named executive officers is not material relative to the benefit of being able to attract
and retain talented management.
Recoupment Provisions
In those instances where we grant cash or equity-based incentive compensation, we include in the related agreement
with the executive a right, in favor of our company, to require the executive to repay or return to the company any
cash, stock or other incentive compensation (including proceeds from the disposition of shares received upon
exercise of options or stock appreciation rights). That right will arise if (1) a material restatement of any of our
financial statements is required and (2) in the reasonable judgment of our compensation committee, (A) such
restatement is due to material noncompliance with any financial reporting requirement under applicable securities
laws and (B) such noncompliance is a result of misconduct on the part of the executive. In determining the amount
of such repayment or return, our compensation committee may take into account, among other factors it deems
relevant, the extent to which the market value of the applicable series of our common stock was affected by the errors
giving rise to the restatement. The cash, stock or other compensation that we may require the executive to repay
or return must have been received by the executive during the 12-month period beginning on the date of the first public
issuance or the filing with the SEC, whichever occurs earlier, of the financial statement requiring restatement. The
compensation required to be repaid or returned will include (1) cash or company stock received by the executive
(A) upon the exercise during that 12-month period of any stock appreciation right held by the executive or (B) upon
the payment during that 12-month period of any incentive compensation, the value of which is determined by reference
to the value of company stock, and (2) any proceeds received by the executive from the disposition during that 12-
month period of company stock received by the executive upon the exercise, vesting or payment during that 12-
month period of any award of equity-based incentive compensation.
Stock Ownership Guidelines
Our board of directors adopted stock ownership guidelines in March 2016 that generally require our executive
officers to own shares of our company’s stock equal to at least three times 50% of the total base salary paid by
Liberty Media to such executive officer. Our company’s executive officers have a similar stock ownership requirement
at Qurate Retail. Our executive officers generally have five years from the date of the policy, or five years from the
date of their appointment to an executive officer role, to comply with these guidelines.
44 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
SUMMARY COMPENSATION TABLE
Name and
Principal Position
(as of 12/31/19)
John C. Malone
Chairman of the Board
Year
2019
2018
2017
Salary
($)(1)
Bonus
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan
Compensation
($)
2,925
2,925
1,677
—
—
—
—
—
—
—
—
—
—
—
—
Gregory B. Maffei
2019 1,167,798 2,200,000 3,564,833 27,800,742
8,434,116
President and Chief
Executive Officer
2018 1,112,188
2017 1,059,227
— 3,024,616
8,830,019
6,372,841
— 1,711,501 10,247,980
6,066,373
Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
205,494
215,628
224,672
380,320
397,703
401,887
All Other
Compensation
($)(6)(7)(8)
1,240,689(9)
920,790(9)
570,733(9)
Total
($)
1,449,108
1,139,343
797,082
497,261(10)(11)
416,179(10)(11)
325,295(10)(11)
44,045,070
20,153,546
19,812,263
462,015
48,294
32,373(13)
1,286,939
Brian J. Wendling(12)
Principal Financial Officer
Albert E. Rosenthaler
Chief Corporate
Development Officer
Renee L. Wilm(15)
Chief Legal Officer
Richard N. Baer(17)
Former Chief Legal
Officer and Chief
Administrative Officer
Mark D. Carleton(18)
Senior Advisor and
Former Chief Financial
Officer
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
362,842
— 381,415
n/a
n/a
n/a
n/a
n/a
n/a
724,688
664,935
553,666
— 660,864
— 850,633
—
n/a
n/a
—
—
n/a
n/a
1,267,761
1,104,658
— 885,819
561,640
953,229
242,308
— 146,653
2,155,738
315,975
n/a
n/a
n/a
n/a
n/a
n/a
567,872
656,545
487,351
522,611
683,153
669,758
— 885,010
— 1,139,185
— 1,186,302
— 660,864
— 850,633
— 885,819
n/a
n/a
—
—
—
—
—
—
n/a
n/a
—
1,159,270
937,400
812,851
1,071,183
1,016,186
n/a
n/a
—
—
—
—
n/a
n/a
—
—
—
380,113
331,289
304,384
n/a
n/a
n/a
n/a
27,709
29,494(11)(14)
19,673
2,681,022
2,649,720
2,974,027
53,828(16)
2,914,502
n/a
n/a
22,444
24,517
18,298
27,040(14)
33,677(11)
33,227(11)
n/a
n/a
1,475,326
2,979,517
2,629,351
2,403,479
2,969,935
2,909,374
(1) Represents only that portion of each named executive officer’s salary (other than Mr. Maffei’s) that was allocated to our company
with respect to the years ended December 31, 2019, 2018 and 2017 under the Qurate Retail Services Agreement. For a description
of the allocation of compensation between our company and Qurate Retail and Liberty Media’s services agreement with each of
Qurate Retail, Liberty TripAdvisor, Liberty Broadband, Liberty Expedia and GCI Liberty, see “—Compensation Discussion and
Analysis—Services Agreements.”
(2) Represents only that portion of Mr. Maffei’s cash commitment bonus allocated to our company under the amended services
agreements in connection with the 2019 Maffei Employment Agreement. For a description of the allocation of Mr. Maffei’s
compensation among the Service Companies, see “—Compensation Discussion and Analysis—Services Agreements.”
(3) Reflects the grant date fair value of the RSUs granted to our named executive officers during 2019, 2018 and 2017. The table
reflects the grant date fair value of the performance-based RSUs granted to each of Messrs. Maffei, Rosenthaler, Baer and Carleton
in 2017, the performance-based RSUs granted to Messrs. Maffei, Rosenthaler, Baer and Carleton in 2018 and the 2019 Maffei
RSUs, the 2019 Chief RSUs and the 2019 PFO RSUs. A maximum payout equal to 1.5 times the target number of 2019 Maffei RSUs
or $4.425 million of grant value was established. The maximum payout set for each of Messrs. Rosenthaler, Baer and Carleton
was $1.274 million, $1.706 million and $1.274 million, respectively, of grant value of 2019 Chief RSUs. Maximum payout values were
not established for Mr. Wendling or Ms. Wilm given their respective mid-year promotion and hire. The grant date fair value of these
awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated
forfeitures. For a description of the assumptions applied in these calculations, see Note 14 to our consolidated financial statements
for the year ended December 31, 2019 (which are included in our 2019 Form 10-K).
(4) The grant date fair value of Mr. Maffei’s 2019, 2018 and 2017 stock option awards, including the 2019 New Maffei Term Options,
Mr. Rosenthaler’s 2017 stock option award and Ms. Wilm’s 2019 multi-year stock option award have been computed in accordance
with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the
assumptions applied in these calculations, see Note 14 to our consolidated financial statements for the year ended December 31,
2019 (which are included in the 2019 Form 10-K).
(5) Reflects the above-market earnings credited during 2019, 2018 and 2017 to the deferred compensation accounts of each applicable
named executive officer. See “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Deferred
Compensation,” “—Executive Compensation Arrangements—John C. Malone,” and “—Nonqualified Deferred Compensation Plans”
below.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 45
(6)
Included in this column are the following life insurance premiums paid on behalf of each of the named executive officers and
allocated to our company under the services agreement:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
2019
4,635
4,069
1,200
5,869
414
3,684
3,540
Amounts ($)
2018
4,635
4,217
n/a
3,579
n/a
5,267
3,677
2017
2,657
3,432
n/a
3,040
n/a
3,988
3,677
(7) We make available to our personnel, including our named executive officers, tickets to various sporting events with no aggregate
incremental cost attributable to any single person.
(8) The Liberty Media 401(k) Savings Plan provides employees with an opportunity to save for retirement. The Liberty Media 401(k)
Savings Plan participants may contribute up to 75% of their eligible compensation on a pre-tax basis to the plan and an additional
10% of their eligible compensation on an after-tax basis (subject to specified maximums and IRS limits), and we contribute a matching
contribution based on the participants’ own contributions up to the maximum matching contribution set forth in the plan. Our
company receives reimbursements from Qurate Retail under the Qurate Retail Services Agreement for Qurate Retail’s allocable
portion of the matching contribution. Participant contributions to the Liberty Media 401(k) Savings Plan are fully vested upon
contribution.
Generally, participants acquire a vested right in our matching contributions as follows:
Years of Service
Less than 1
1 – 2
2 – 3
3 or more
Vesting
Percentage
0%
33%
66%
100%
Included in this column, with respect to each named executive officer are the following matching contributions made by and
allocated to our company to the Liberty Media 401(k) Savings Plan in 2019, 2018 and 2017:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
2019
21,000
23,240
22,680
21,840
—
18,760
21,000
Amounts ($)
2018
20,625
23,650
n/a
20,075
n/a
19,250
20,625
2017
11,610
18,900
n/a
16,633
n/a
14,310
20,250
With respect to these matching contributions, all of our named executive officers are fully vested.
Includes the following amounts which were allocated to our company under the Qurate Retail Services Agreement:
(9)
Reimbursement for personal legal, accounting and tax services
Compensation related to personal use of corporate aircraft(a)
Tax payments made on behalf of Mr. Malone
2019
45,000
550,242
617,152
Amounts ($)
2018
45,000
204,974
642,598
2017
64,064
165,655
324,073
(a) Calculated based on aggregate incremental cost of such usage to our company.
Also includes miscellaneous personal expenses, such as courier charges.
46 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
(10) Includes legal expenses paid on behalf of Mr. Maffei when negotiating the 2019 Maffei Employment Agreement and the following
amounts which were allocated to our company under the Qurate Retail Services Agreement:
Amounts ($)
2019
2018
2017
Compensation related to personal use of corporate aircraft(a)
456,172
373,028
298,535
(a) Calculated based on aggregate incremental cost of such usage to our company.
(11) We own an apartment in New York City which is primarily used for business purposes. Messrs. Maffei, Rosenthaler and Carleton
occasionally used this apartment for personal reasons during the years indicated above. From time to time, we reimbursed Mr. Carleton
for his use of private housing while on New York City business trips prior to 2019, and we also pay the cost of miscellaneous
shipping and catering expenses for Mr. Maffei.
(12) Mr. Wendling was promoted to the Principal Financial Officer role at our company in July 2019, and the Chief Accounting Officer
role at our company in January 2020, and is a named executive officer of our company for the first time. His compensation for 2018
and 2017 has been omitted in reliance upon the SEC’s interpretive guidance.
(13) Includes miscellaneous travel expenses and a gift, with 81% of such gift’s cost being allocable to us pursuant to the Qurate Retail
Services Agreement.
(14) Includes $2,500 in charitable contributions in 2019 and $5,000 in charitable contributions in 2018 made on behalf of Messrs.
Carleton and Rosenthaler, respectively, pursuant to our political action committee matching contribution program.
(15) Ms. Wilm assumed the role of Chief Legal Officer of our company, effective September 23, 2019.
(16) Includes $53,414 in relocation expenses in 2019 paid on behalf of Ms. Wilm.
(17) Mr. Baer resigned as Chief Legal Officer and Chief Administrative Officer of our company, effective September 23, 2019.
(18) Mr. Carleton became a Senior Advisor of our company and was no longer Chief Financial Officer of our company, effective July 1,
2019.
EXECUTIVE COMPENSATION ARRANGEMENTS
John C. Malone
Mr. Malone’s employment agreement and his deferred compensation arrangements with our predecessor companies,
as described below, have been assigned to our company. The term of Mr. Malone’s employment agreement is
extended daily so that the remainder of the employment term is five years. The employment agreement was amended
in June 1999 to provide for, among other things, an annual salary of $2,600 (which was increased to $3,900 in
2014), subject to increase with board approval. The employment agreement was amended in 2003 to provide for
payment or reimbursement of personal expenses, including professional fees and other expenses incurred by
Mr. Malone for estate, tax planning and other services, and for personal use of corporate aircraft and flight crew. The
aggregate amount of such payments or reimbursements and the value of his personal use of corporate aircraft
was originally limited to $500,000 per year but increased to $1 million effective January 1, 2007 by the Qurate Retail
compensation committee. Although the “Summary Compensation Table” table above reflects the portion of the
aggregate incremental cost of Mr. Malone’s personal use of our corporate aircraft attributable to our company, the
value of his aircraft use for purposes of his employment agreement is determined in accordance with SIFL, which
aggregated $104,982 for use of the aircraft by our company and Qurate Retail during the year ended December 31,
2019. Qurate Retail is allocated, and reimburses us for, portions of the other components of the payments/
reimbursements to Mr. Malone described above.
In December 2008, the Qurate Retail compensation committee determined to modify Mr. Malone’s employment
arrangements to permit Mr. Malone to begin receiving fixed monthly payments in 2009, in advance of a termination
event, in satisfaction of its obligations to him under a 1993 deferred compensation arrangement, a 1982 deferred
compensation arrangement and an installment severance plan, in each case, entered into with him by Qurate
Retail’s predecessors (and which had been assumed by Qurate Retail). At the time of the amendment, the amounts
owed to Mr. Malone under these arrangements aggregated approximately $2.4 million, $20 million and $39 million,
respectively. As a result of these modifications, Mr. Malone receives 240 equal monthly installments, which commenced
February 2009, of: (1) approximately $20,000 under the 1993 deferred compensation arrangement, (2) approximately
$237,000 under the 1982 deferred compensation arrangement and (3) approximately $164,000 under the
installment severance plan. Interest ceased to accrue under the installment severance plan once these payments
began; however, interest continues to accrue on the 1993 deferred compensation arrangement at a rate of 8% per
annum and on the 1982 deferred compensation arrangement at a rate of 13% per annum. In 2013, we assumed these
payment obligations.
Under the terms of Mr. Malone’s employment agreement, he is entitled to receive upon the termination of his
employment at our election for any reason (other than for death or “cause”), a lump sum equal to his salary for a
period of five full years following termination (calculated on the basis of $3,900 per annum, the lump sum severance
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 47
payment). As described above, we assumed Mr. Malone’s employment agreement and all outstanding obligations
thereunder, and Qurate Retail will reimburse us for its allocated portion of any such lump sum severance payments
made thereunder.
For a description of the effect of any termination event or a change in control of our company on his employment
agreement, see “—Potential Payments Upon Termination or Change in Control” below.
Gregory B. Maffei
December 2014 Employment Arrangement
On December 24, 2014, our compensation committee approved a compensation arrangement with Mr. Maffei. The
arrangement provided for a five year employment term beginning January 1, 2015 and ending December 31, 2019,
with an annual base salary of $960,750, increasing annually by 5% of the prior year’s base salary, and an annual
target cash bonus equal to 250% of the applicable year’s base salary. The arrangement also provided Mr. Maffei with
the opportunity to earn annual performance-based equity incentive awards during the employment term, as
described in more detail below. In connection with the approval of his compensation arrangement, Mr. Maffei was
granted the Term Options defined below. Mr. Maffei’s compensation arrangement was memorialized in the 2014
Maffei Employment Agreement executed on December 29, 2014.
The arrangement provided that, in the event Mr. Maffei was terminated for cause (as defined in the 2014 Maffei
Employment Agreement) he would be entitled to only his accrued base salary and any amounts due under applicable
law. If Mr. Maffei was terminated by Liberty Media without cause or if Mr. Maffei terminated his employment for
good reason (as defined in the 2014 Maffei Employment Agreement), he was entitled to (i) his accrued base salary,
(ii) his accrued but unpaid bonus and any amounts due under applicable law (the Standard Entitlements), (iii) a
severance payment of 1.5 times his base salary during the year of his termination to be paid in equal installments
over 18 months, (iv) a payment equal to $11,750,000 pro rated based upon the elapsed number of days in the
calendar year of termination (including the date of termination), with (subject to certain exceptions) up to 25% of
such amount payable in shares of our common stock, at our discretion and with the remainder of such amount paid
in cash (the Pro Rated Amount), (v) a payment equal to $17,500,000, with (subject to certain exceptions) up to
25% of such amount payable in shares of our common stock at our discretion and with the remainder of such amount
paid in cash (the Un-Pro Rated Amount), and (vi) continued use of certain services and perquisites provided by
our company, including continued aircraft benefits consistent with those provided to him during the period of his
employment (the Services). If Mr. Maffei terminated his employment without good reason (as defined in the Maffei
Employment Agreement), he would have been entitled to the Standard Entitlements and a payment of the Pro
Rated Amount under the 2014 Maffei Employment Agreement. Lastly, in the case of Mr. Maffei’s death or disability,
he would have been entitled to the Standard Entitlements, a payment of 1.5 times his base salary during the year
of his termination, payments of the Pro Rated Amount and the Un-Pro Rated Amount, and, only in the case of his
termination for disability, the Services. The 2014 Maffei Employment Agreement also contained other customary
terms and conditions.
Term Options
Also on December 24, 2014, in connection with the approval of his compensation arrangement, Mr. Maffei received
a one-time grant of 3,298,724 options to purchase shares of our then-existing Series C common stock (the Term
Options), which had an exercise price of $34.04 per share. Mr. Maffei’s Term Options have been adjusted in
connection with the April 2016 reclassification and exchange of our common stock into the Liberty SiriusXM common
stock, the Liberty Braves common stock and the Liberty Formula One common stock (the reclassification) and
the June 2016 rights offering with respect to BATRK shares, and as a result, the Term Options now relate to shares
of LSXMK, BATRK and FWONK. All of the Term Options had vested as of December 24, 2019. The Term Options
have a term of seven years.
In the event of a change in control prior to Mr. Maffei’s termination, all of the Term Options will remain exercisable
until the end of the term. If Mr. Maffei had been terminated for cause prior to December 31, 2019 (without a prior
change in control occurring), then all vested Term Options would have expired on the 90th day following such
termination. In all other events of termination or if Mr. Maffei had not been terminated prior to December 31, 2019,
all vested Term Options will expire at the end of the term.
Annual Awards
Pursuant to the 2014 Maffei Employment Agreement, Mr. Maffei received annual grants of options to purchase
shares of LSXMK, BATRK and FWONK with a term of seven years (the Annual Options) and RSUs with respect
48 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
to LSXMK, BATRK and FWONK (the Annual RSUs and together with the Annual Options, the Annual Awards),
and Mr. Maffei could elect the portions of his Annual Award that he desired to be issued in the form of Annual RSUs
and Annual Options. For a description of Mr. Maffei’s target Annual Awards, see “—Compensation Discussion and
Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Maffei Performance-based
Equity Awards.” Pursuant to the 2014 Maffei Employment Agreement, Mr. Maffei received upfront grants of the
Annual Awards and awards from Qurate Retail in the following combined target amounts: $16 million for calendar
year 2015, $17 million for calendar year 2016, $18 million for calendar year 2017, $19 million for calendar year 2018
and $20 million for calendar year 2019. The combined target amounts for 2015 to 2018 were allocated between
Qurate Retail and our company based on relative market capitalization and, for 2019, were allocated among Qurate
Retail, GCI Liberty, Liberty Broadband, Liberty TripAdvisor and our company based 50% on relative market
capitalization and 50% on time allocation. In our compensation committee’s sole discretion, Mr. Maffei was also
eligible to receive additional awards each year from Liberty Media up to a maximum of 50% of the Liberty Media
target award grant amount for such year as an above-target award.
Upon Mr. Maffei’s termination for any reason, pursuant to the 2014 Maffei Employment Agreement, his unvested
Annual Awards (including any dividend equivalents related to any unvested Annual RSUs) would terminate at the
close of business on the day of the separation, except that, in the case of performance-based Annual RSUs, if
Mr. Maffei remained employed through the end of the relevant grant year but his termination occurred prior to the date
as of which any performance criteria had been determined to have been met or not with respect to the Annual
RSUs relating to such grant year, such Annual RSUs would remain outstanding until such determination date and
would vest to the extent determined by the compensation committee. Upon a change in control prior to Mr. Maffei’s
termination, all vested Annual Options (and any Annual Options that vest after such change in control) would terminate
at the expiration of the original term. If Mr. Maffei was terminated by our company for cause (without a prior
change in control) prior to December 31, 2019, all vested Annual Options would terminate at the close of business
on the 90th day following the termination. In all other events of termination or Mr. Maffei had not been terminated prior
to December 31, 2019, all vested Annual Options would terminate at the expiration of the original term.
Aircraft Usage
We are party to a February 5, 2013 letter agreement with Mr. Maffei, pursuant to which he is entitled to personal
use of corporate aircraft not to exceed 120 hours of flight time per year through the first to occur of (i) the termination
of his employment, subject to any continued right to use the corporate aircraft as described below or pursuant to
the terms of his employment arrangement in effect at the time of the termination or (ii) the cessation of ownership
or lease of corporate aircraft. During 2019, Mr. Maffei was entitled to 30 additional hours per year of personal flight
time if he reimbursed us for such usage through the first to occur of (i) the termination of his employment or
(ii) the cessation of ownership or lease of corporate aircraft. Pursuant to the 2019 Maffei Employment Agreement
and a December 13, 2019 letter agreement between us and Mr. Maffei, Mr. Maffei became entitled to 120 hours of
annual aircraft usage, subject to payment by Mr. Maffei of tax on the SIFL value, plus 50 additional hours, subject
to Mr. Maffei’s payment for the cost of such usage. If Mr. Maffei’s employment is terminated due to disability, for good
reason or without cause, Mr. Maffei would be entitled to continued use of the company’s aircraft for 12 months
after termination of his employment. Mr. Maffei incurs taxable income, calculated in accordance with the SIFL value,
for all personal use of our corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurs taxable
income at the SIFL rates minus amounts paid under time sharing agreements with our company. Pursuant to our
aircraft time sharing agreements with Qurate Retail, Liberty TripAdvisor, Liberty Broadband and GCI Liberty, such
entities pay us for any costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, associated
with Mr. Maffei using our corporate aircraft that are allocable to these entities. Qurate Retail, Liberty TripAdvisor,
Liberty Broadband and GCI Liberty reimburse us for Mr. Maffei’s use of our corporate aircraft for such entity’s
business, as the case may be, while Qurate Retail also reimburses us for Mr. Maffei’s personal use of our corporate
aircraft. Pursuant to our aircraft time sharing agreements with Mr. Maffei, Mr. Maffei reimburses us for costs
associated with his up to 30 hours of personal use of our corporate aircraft under the November 11, 2015 letter
agreement. Flights where there are no passengers on company-owned aircraft are not charged against the 120 hours
of personal flight time per year allotted to Mr. Maffei if the flight department determines that the use of a NetJets,
Inc. supplied aircraft for a proposed personal flight would be disadvantageous to our company due to (i) use of
budgeted hours under the then current Liberty Media fractional ownership contract with NetJets, Inc. or (ii) higher flight
cost as compared to the cost of using company owned aircraft.
December 2019 Employment Arrangement
Effective December 13, 2019, our compensation committee approved a new compensation arrangement with
Mr. Maffei. The arrangement covers the terms of Mr. Maffei’s employment during a five year employment term
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 49
beginning January 1, 2020 and ending December 31, 2024, with an annual base salary of $3 million (with no
contracted increase) and a one-time cash commitment bonus of $5 million, an annual target cash performance
bonus equal to $17 million (with payment subject to the achievement of one or more performance metrics as
determined by the applicable company’s compensation committee), upfront equity awards and annual equity awards.
Mr. Maffei’s compensation arrangement was memorialized in the 2019 Maffei Employment Agreement, dated as of
December 13, 2019.
The arrangement provides that, in the event Mr. Maffei is terminated for cause (as defined in the 2019 Maffei
Employment Agreement), he will be entitled to only his accrued base salary, any unpaid expense reimbursements
and any amounts due under applicable law, and he will forfeit any unvested portion of his Upfront Awards. If Mr. Maffei
is terminated by Liberty Media without cause or if Mr. Maffei terminates his employment for good reason (as
defined in the 2019 Maffei Employment Agreement), subject to the execution of releases by our company and
Mr. Maffei in a form to be mutually agreed, he is entitled to (i) his accrued base salary, any accrued but unpaid bonus
for the prior completed year, any unpaid expense reimbursements and any amounts due under applicable law (the
2019 Standard Entitlements), (ii) a severance payment of two times his base salary during the year of his termination
to be paid in equal installments over 24 months, (iii) fully vested shares with an aggregate grant date fair value of
$35 million consisting of shares of the applicable series of common stock from Liberty Media, Qurate Retail, GCI
Liberty, Liberty TripAdvisor and Liberty Broadband, (iv) full vesting of his Upfront Awards (as defined below) (including
the grant and full vesting of the 2020 tranche of the Upfront Awards if the termination occurs before they have
been granted) and full vesting of the annual equity awards for the year in which the termination occurs (including
the grant and full vesting of such annual equity awards if the termination occurs before they have been granted), (v) a
lump sum cash payment of two times the average annual cash performance bonus paid for the two calendar years
ending prior to the termination, but in no event less than two times his target annual cash performance bonus of
$17 million, with (subject to certain exceptions) up to 25% of such amount payable in shares of the applicable
series of common stock from Liberty Media, Qurate Retail, GCI Liberty, Liberty TripAdvisor and Liberty Broadband,
(vi) a lump sum cash payment equal to the greater of (x) $17 million and (y) the annual cash performance bonus
otherwise payable for the year of termination, in each case, prorated based on the number of days that have elapsed
within the year of termination (including the date of termination), with (subject to certain exceptions) up to 25% of
such amount payable in shares of the applicable series of common stock from Liberty Media, Qurate Retail, GCI
Liberty, Liberty TripAdvisor and Liberty Broadband, and (vii) continued use for 12 months after such termination of the
Services (collectively referred to as the Severance Benefits). If Mr. Maffei terminates his employment without
good reason (as defined in the 2019 Maffei Employment Agreement), he will be entitled to the 2019 Standard
Entitlements, pro rata vesting of the Upfront Awards (based on the number of days that have elapsed during the four-
year vesting period), pro rata vesting of his annual equity awards for the year of termination (based on the elapsed
number of days in the calendar year of termination) and a pro rata portion of $17 million (based on the elapsed
number of days in the calendar year of termination), with (subject to certain exceptions) up to 25% of such
amount payable in shares of LSXMK, BATRK and FWONK and/or the common stock of other Service Companies.
Any Performance RSUs for the year of termination that are unvested on the date of termination will remain outstanding
until the performance criteria is determined and will vest pro rata (based upon the elapsed number of days in the
calendar year of termination) to the extent determined by our compensation committee (at a level not less than 100%
of the target award). Lastly, in the case of Mr. Maffei’s death or disability, he will be entitled to the Severance
Benefits. The 2019 Maffei Employment Agreement also contained other customary terms and conditions.
Maffei Term Equity Awards
In connection with the execution of the 2019 Maffei Employment Agreement, Mr. Maffei is entitled to receive term
equity awards with an aggregate grant date fair value of $90 million (the Upfront Awards) to be granted in two equal
tranches. The first tranche consists of time-vested stock options from each of Liberty Media, Qurate Retail, Liberty
Broadband and GCI Liberty and time-vested restricted stock units from Liberty TripAdvisor (collectively, the 2019 term
awards) that vest, in each case, on December 31, 2023 (except Liberty TripAdvisor’s award of time-vested restricted
stock units, which vests on December 15, 2023), subject to Mr. Maffei’s continued employment, except as described
below. Liberty Media’s portion of the 2019 term awards, granted in December 2019, has an aggregate grant date fair
value of $19,800,000 and consists of stock options to purchase 927,334 LSXMK shares, 313,342 BATRK shares
and 588,954 FWONK shares, with exercise prices of $47.11, $29.10 and $43.85, respectively.
The second tranche of the Upfront Awards will be granted on or before December 15, 2020, subject to Mr. Maffei’s
continued employment on such date or the earlier occurrence of a termination of employment due to death, disability,
by the issuing company without cause or by Mr. Maffei for good reason, and will consist of time-vested stock
50 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
options from each of Liberty Media, Qurate Retail, Liberty Broadband and GCI Liberty and time-vested restricted
stock units from Liberty TripAdvisor (collectively, the 2020 term awards). The 2020 term awards will vest, in each
case, on December 31, 2024, subject to Mr. Maffei’s continued employment (except Liberty TripAdvisor’s award of
time-vested restricted stock units, which vests on the fourth anniversary of its grant date), except as described
below. The portion of the 2020 term awards to be granted by Liberty Media is expected to consist of stock options
to purchase shares of LSXMK, BATRK and FWONK.
Annual Awards
The aggregate grant date fair value of Mr. Maffei’s annual equity awards will be $17.5 million for each year during
the term of the 2019 Maffei Employment Agreement and will be comprised of awards of time-vested stock options
(the Annual Option Awards), performance-based restricted stock units (Performance RSUs) or a combination of
award types, at Mr. Maffei’s election, allocable across Liberty Media and each of the Service Companies
(collectively, the annual equity awards). Vesting of any Performance RSUs will be subject to the achievement of
one or more performance metrics to be approved by our compensation committee and the compensation committee
of the applicable Service Company with respect to its respective allocable portion of the Performance RSUs. At
Liberty Media, Mr. Maffei’s annual equity awards will be issued with respect to LSXMK, BATRK and FWONK.
Richard N. Baer
2016 Baer Employment Agreement
On May 24, 2016, the compensation committee of our company approved a new compensation arrangement with
Mr. Baer, which was memorialized in a definitive employment agreement, dated effective as of August 18, 2016 (the
2016 Baer Employment Agreement), between our company and Mr. Baer. The arrangement provided for a four
year employment term beginning January 1, 2017 and ending December 31, 2020 during which Mr. Baer would
continue to serve as Chief Legal Officer of our company, Qurate Retail, GCI Liberty, Liberty Broadband and Liberty
TripAdvisor. The 2016 Baer Employment Agreement memorialized Mr. Baer’s 2016 annual base salary of $901,500
and provided for its adjustment from time to time. Mr. Baer’s annual target cash bonus of 100% of base salary under
the 2012 employment agreement with our company remained unchanged under the 2016 Baer Employment
Agreement. The arrangement also provided Mr. Baer with the opportunity to earn annual performance-based equity
incentive awards from our company and Qurate Retail, and, for 2019, from our company, Qurate Retail, GCI
Liberty, Liberty TripAdvisor and Liberty Broadband, during the employment term, as described in more detail below.
In connection with the approval of his compensation arrangement, the compensation committee granted options
to Mr. Baer with respect to LSXMK, BATRK and FWONK (together, the 2016 Term Options), each as described in
more detail below.
In June 2019, after considering the recommendation of Mr. Maffei with respect to Mr. Baer’s compensation package,
our compensation committee approved a new compensation arrangement for Mr. Baer that established his
compensation for a four-year employment term as Chief Legal Officer and Chief Administrative Officer of our
company beginning July 1, 2019. Mr. Baer resigned from our company in September 2019 and, other than receiving
an increased base salary of $1.5 million from July 1, 2019 through his departure date, the terms of his new
compensation arrangement became inapplicable upon his resignation. In connection with his resignation, Mr. Baer
received his accrued but unpaid base salary, any declared but unpaid bonus from the prior year and any unpaid
expenses and other amounts required to be paid by law.
2016 Term Options
On May 24, 2016, in connection with the approval of his compensation arrangement, the compensation committee
approved a one-time grant to Mr. Baer of (i) 346,466 options to purchase shares of LSXMK with an exercise price
equal to $31.66 per share, (ii) 32,048 options to purchase shares of BATRK with an exercise price equal to $15.11
per share, and (iii) 83,942 options to purchase shares of FWONK with an exercise price equal to $19.11 per share.
The exercise prices were equal to the closing price of LSXMK, BATRK and FWONK on June 1, 2016, the grant
date for these options. The 2016 Term Options were forfeited upon Mr. Baer’s departure from our company.
Annual Performance-Based Awards
Beginning in 2017, Mr. Baer was eligible to receive annual grants of performance-based RSUs with respect to
LSXMK, BATRK and FWONK (the Performance RSUs). The combined annual target value of the Performance
RSUs and the performance-based RSUs issued by Qurate Retail was $1.875 million. The compensation committee
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 51
established performance metrics with respect to each grant of Performance RSUs that determined, in the
compensation committee’s sole discretion, the extent to which such grant will vest. In September 2019, Mr. Baer
resigned from our company, and vesting of 75% of Mr. Baer’s 2019 Chief RSUs was accelerated upon his departure.
Equity Incentive Plans
The 2017 incentive plan is administered by the compensation committee of our board of directors. The compensation
committee has full power and authority to grant eligible persons the awards described below and to determine the
terms and conditions under which any awards are made. The 2017 incentive plan is designed to provide additional
remuneration to certain employees and independent contractors for exceptional service and to encourage their
investment in our company. Our compensation committee may grant non-qualified stock options, SARs, restricted
shares, RSUs, cash awards, performance awards or any combination of the foregoing under the 2017 incentive plan
(collectively, incentive plan awards).
As of December 31, 2019, the maximum number of shares of our common stock with respect to which incentive
plan awards may be issued under the 2017 incentive plan is 50,000,000, subject to anti-dilution and other adjustment
provisions of the 2017 incentive plan. With limited exceptions, under the 2017 incentive plan, no person may be
granted in any calendar year incentive plan awards covering more than 8,000,000 shares of our common stock
(subject to anti-dilution and other adjustment provisions of the 2017 incentive plan) nor may any person receive under
the 2017 incentive plan payment for cash incentive plan awards during any calendar year in excess of $10 million.
However, no nonemployee director may be granted during any calendar year incentive plan awards having a value (as
determined on the grant date of such award) in excess of $2 million. Shares of our common stock issuable
pursuant to incentive plan awards made under the 2017 incentive plan are made available from either authorized
but unissued shares or shares that have been issued but reacquired by our company. The 2017 incentive plan has a
five year term.
In 2013, our company’s board of directors adopted the Liberty Media Corporation Transitional Stock Adjustment
Plan (the TSAP, and together with the 2013 incentive plan, the existing incentive plans). The TSAP governs the
terms and conditions of equity incentive awards with respect to our common stock issued in connection with
adjustments made to equity incentive awards relating to our predecessor’s common stock that were granted prior to
2013. No further grants are permitted under the TSAP.
2006 Deferred Compensation Plan
Our company maintains the Liberty Media Corporation 2006 Deferred Compensation Plan (as amended and
restated, the 2006 deferred compensation plan), under which officers at the level of Assistant Vice President and
above are eligible to elect to defer up to 50% of such officer’s annual base salary and 100% of cash performance
bonuses. These deferral elections must be made in advance of certain deadlines and may include (1) the selection
of a payment date, which generally may not be later than 30 years from the end of the year in which the applicable
compensation is initially deferred, and (2) the form of distribution, such as a lump-sum payment or substantially equal
annual installments over two to five years for elections made prior to January 1, 2016 or two to ten years for
elections made on or after January 1, 2016.
In addition to the accelerated distribution events described under “—Potential Payments Upon Termination or
Change in Control” below, at the eligible officer’s request, if the compensation committee determines that such
officer has suffered a financial hardship, it may authorize immediate distribution of amounts deferred under the 2006
deferred compensation plan.
Compensation deferred under the 2006 deferred compensation plan that otherwise would have been received prior
to 2015 would earn interest income at the rate of 9% per annum, compounded quarterly, for the period of the
deferral. Compensation deferred under the 2006 deferred compensation plan that otherwise would have been
received on or after January 1, 2015 will earn interest income at a rate that is intended to approximate our company’s
general cost of 10-year debt. For amounts deferred on or after January 1, 2015, the compensation committee may
not change the applicable interest rate in effect after a change of control has occurred. For 2019 the rate was 7.0%.
Our board of directors reserves the right to terminate the 2006 deferred compensation plan at any time. An
optional termination by our board of directors will not result in any distribution acceleration.
Pay Ratio Information
We are providing the following information about the relationship of the median annual total compensation of our
employees and the total compensation of Mr. Maffei, our chief executive officer on December 31, 2019, pursuant to
52 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a
reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because
these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay
ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not
be comparable to the pay ratios reported by other companies.
To identify our median employee, we first determined our employee population as of December 31, 2019, which
consisted of employees located in the U.S., the Dominican Republic and the United Kingdom, representing all full-
time, part-time, seasonal and temporary employees employed by our company and our consolidated subsidiaries,
Sirius XM, Formula 1 and Braves Holdings, on that date. Using information from our payroll records and Form
W-2s (or its equivalent for non-U.S. employees), we then measured each employee’s gross wages for calendar year
2019, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, if any,
realized equity award value and taxable fringe benefits. We did not annualize the compensation of employees who
were new hires or took a leave of absence in 2019. Also, we did not annualize the compensation of our temporary or
seasonal employees. In addition, we did not make any cost-of-living adjustments to the gross wages information.
We determined that the median employee’s total compensation for calendar year 2019, including any perquisites and
other benefits, in the same manner that we determined the total compensation of our named executive officers for
purposes of the Summary Compensation Table above.
The ratio of our chief executive officer’s total annual compensation to that of the median employee was as follows:
Chief Executive Officer Total Annual Compensation
Median Employee Total Annual Compensation
Ratio of Chief Executive Officer to Median Employee Total Annual Compensation
$44,045,070
$
93,055
473:1
In connection with the execution of the 2019 Maffei Employment Agreement, Mr. Maffei received the 2019 New
Maffei Term Options. Liberty Media’s portion of the 2019 New Maffei Term Options, granted in December 2019, had
an aggregate grant date fair value of $20,030,446. Given that this grant was made outside of our normal, annual
compensation practices, we have also included a ratio that eliminates from the total compensation the grant date fair
value of Liberty Media’s portion of the 2019 New Maffei Term Options:
Chief Executive Officer Total Annual Compensation (without 2019 New Maffei Term Options)
Median Employee Total Annual Compensation
Ratio of Chief Executive Officer to Median Employee Total Annual Compensation
$24,014,624
$
93,055
258:1
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 53
GRANTS OF PLAN-BASED AWARDS
The following table contains information regarding plan-based incentive awards granted during the year ended
December 31, 2019 to the named executive officers (other than Mr. Malone, who did not receive any grants).
Grant
Date
Committee
Action
Date
Estimated Future Payouts
under Non-Equity
Incentive Plan Awards
Threshold
($)(1)
Target
($)(1)
Maximum
($)(2)
Estimated Future
Payouts under Equity
Incentive Plan Awards
Target
(#)(3)
Maximum
(#)(4)
Threshold
(#)(3)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
Exercise
or Base
Price of
Option
Awards
($/Sh)
12/14/2019(10)
12/14/2019(10)
12/14/2019(10)
08/13/2019(12)
08/13/2019(12)
08/13/2019(12)
10/31/2019(14)
10/31/2019(8)
10/31/2019(14)
10/31/2019(8)
10/31/2019(14)
10/31/2019(8)
03/06/2019(5)
03/06/2019
03/06/2019
03/06/2019
03/06/2019(8)
03/06/2019
03/06/2019
03/06/2019
03/06/2019(8)
03/06/2019
12/15/2019
12/15/2019
12/15/2019
03/06/2019(5)
03/06/2019(8)
03/06/2019(8)
03/06/2019(8)
08/15/2019
08/15/2019
08/15/2019
03/06/2019(5)
03/06/2019(8)
03/06/2019(8)
03/06/2019(8)
09/22/2019(5)
11/13/2019
11/13/2019
11/13/2019
11/13/2019
11/13/2019
11/13/2019
03/06/2019(5)
03/06/2019(8)
03/06/2019(8)
03/06/2019(8)
03/06/2019(5)
03/06/2019(8)
03/06/2019(8)
03/06/2019(8)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9,846,359
—
—
—
—
—
—
—
—
—
—
—
—
551,032
—
—
—
—
—
—
1,510,985
—
—
—
361,114
—
—
—
—
—
—
1,427,365
—
—
—
1,108,153
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
38,168
—
—
—
59,505
—
—
—
—
—
3,286
1,171
3,650
—
—
—
—
7,501
2,672
8,331
—
—
1,510
—
609
—
1,369
—
10,045
3,578
11,157
—
7,501
2,672
8,331
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,842(9)
—
—
—
12,839(9)
—
—
—
—
—
—
—
1,067(13)
387(13)
948(13)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
396,283(6)
94,913(7)
6,908(7)
—
—
—
40.53
40.53
27.73
—
—
33.94
33.94
—
—
927,334(11) 47.11
313,342(11) 29.10
588,954(11) 43.85
205,149(6)
20,798(7)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
88,939(15) 46.98
—
34,709(15) 27.73
—
74,859(15) 42.97
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,440,949
1,063,643
52,629
1,058,399
51,079
2,009,365
203,709
2,019,600
435,756
10,428,687
2,303,023
7,298,736
—
133,182
32,472
123,881
42,733
10,762
38,385
—
304,016
74,095
282,754
—
1,000,454
70,940
243,845
16,888
911,439
58,826
—
407,124
99,218
378,669
—
304,016
74,095
282,754
Name
Gregory B.
Maffei
LSXMK
LSXMK
BATRK
BATRK
BATRK
FWONK
FWONK
FWONK
FWONK
LSXMK
BATRK
FWONK
Brian J.
Wendling
LSXMK
BATRK
FWONK
LSXMK
BATRK
FWONK
Albert E.
Rosenthaler
LSXMK
BATRK
FWONK
Renee L.
Wilm
LSXMK
LSXMK
BATRK
BATRK
FWONK
FWONK
Richard N.
Baer
LSXMK
BATRK
FWONK
Mark D.
Carleton
LSXMK
BATRK
FWONK
(1) Our 2019 performance-based bonus program does not provide for a threshold bonus amount. The program also does not provide for a
target payout amount for any named executive officer that would be payable upon satisfaction of the performance criteria under the 2019
54 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
performance-based bonus program. For the actual bonuses paid by our company see the amounts included for 2019 in the column entitled
Non-Equity Incentive Plan Compensation in the “Summary Compensation Table” above.
(2) Represents the maximum amount that would have been payable to each named executive officer assuming, with respect to Messrs. Maffei,
Rosenthaler, Baer and Carleton only, that the Bonus Threshold was met and that the Cash Bonus Pool was fully funded in order to permit
his maximum bonus amount to have been payable. For more information on this performance bonus program, see “—Compensation
Discussion and Analysis—Elements of 2019 Executive Compensation—2019 Performance-based Bonuses.”
(3) The terms of the 2019 Maffei RSUs and the 2019 Chief RSUs do not provide for a threshold amount that would be payable upon satisfaction
of the performance criteria established by the compensation committee. The amounts in the Target column represent the target amount
that would have been payable to the named executive officer assuming (x) with respect to Mr. Maffei only, maximum achievement of the Maffei
RSU Threshold was attained and (y) our compensation committee determined not to reduce such payout after considering a combination
of the criteria established by our compensation committee in March 2019 or, in the case of Ms. Wilm, October 2019. For the actual 2019 Maffei
RSUs and 2019 Chief RSUs that vested see “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—
Equity Incentive Compensation—Maffei Performance-based Equity Awards” and “—Compensation Discussion and Analysis—Elements of
2019 Executive Compensation—Equity Incentive Compensation—Annual Performance Awards” above.
(4) Our compensation committee also set a maximum grant value payout with respect to (i) the 2019 Maffei RSUs—equal to 1.5 times the
target number of 2019 Maffei RSUs or $4.425 million of grant value and (ii) certain of the 2019 Chief RSUs—equal to $1.706 million for
Mr. Baer and $1.274 million for each of Messrs. Rosenthaler and Carleton of grant value of the 2019 Chief RSUs. Maximum payout values
were not established for Mr. Wendling or Ms. Wilm given their respective mid-year promotion and hire. Any payout of an equity award by
our company above the target equity award would be in our compensation committee’s sole discretion, would be issued in the first quarter
of 2020, and would vest immediately after grant. For more information on the target equity award, see “—Compensation Discussion and
Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Maffei Performance-based Equity Awards” and
“—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Annual
Performance Awards” above.
(5) Reflects the date on which our compensation committee established the terms of the 2019 performance-based bonus program, and in the
case of Ms. Wilm, established her participation in the 2019 performance-based bonus program, as described under “—Compensation
Discussion and Analysis—Elements of 2019 Executive Compensation—2019 Performance-based Bonuses.”
(6) Vested in full on December 31, 2019.
(7) Vested in full on March 6, 2019.
(8) Reflects the date on which our compensation committee established the terms of the 2019 Maffei RSUs and the 2019 Chief RSUs as
described under “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—
Maffei Performance-based Equity Awards” and “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—
Equity Incentive Compensation—Annual Performance Awards” above.
(9) Vested in full on March 11, 2019.
(10) Reflects the date on which our compensation committee established the terms of the 2019 New Maffei Term Options.
(11) Vests in full on December 31, 2023.
(12) Reflects the date on which our compensation committee established the terms of the 2019 PFO RSUs.
(13) Vested 50% on December 10, 2019 and vests 50% on December 10, 2020.
(14) Reflects the date on which our compensation committee established the terms of Ms. Wilm’s 2019 multi-year stock option award, as
described under “—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation.”
(15) Vests 50% on September 23, 2022 and 50% on September 23, 2023.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 55
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table contains information regarding unexercised options and unvested RSUs which were outstanding as of
December 31, 2019 and held by the named executive officers (with the exception of John C. Malone and Richard N. Baer,
who had no outstanding equity awards as of December 31, 2019).
Option awards
Stock awards
Number of
securities
underlying
unexercised
options (#)
Exercisable
Number of
securities
underlying
unexercised
options (#)
Unexercisable
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Option
exercise
price
($)
Option
expiration
date
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
($)
3,337,193
348,109
62,339
724,228
897,694
22,465
632,752
94,913
396,283
—
333,910
33,491
6,255
74,322
133,594
15,283
46,052
6,908
—
834,316
83,682
15,631
185,703
171,299
138,655
20,798
205,149
—
—
—
45,818
39,918
4,655
4,055
11,631
10,133
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
927,334(1)
—
—
—
—
—
—
—
—
313,342(1)
—
—
—
—
—
—
—
—
588,954(1)
—
—
—
39,920(3)
—
4,056(3)
—
10,134(3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
28.01
31.44
30.26
31.07
36.78
36.78
42.50
40.53
40.53
47.11
16.17
18.15
17.47
17.94
23.51
23.51
23.34
27.73
29.10
16.16
18.14
17.46
17.93
33.92
31.99
33.94
33.94
43.85
—
—
30.51
30.51
17.62
17.62
17.61
17.61
—
—
—
—
—
—
12/24/2021
03/31/2022
03/15/2023
03/29/2023
05/11/2024
05/11/2024
03/05/2025
03/06/2026
03/06/2026
12/15/2026
12/24/2021
03/31/2022
03/15/2023
03/29/2023
03/30/2024
03/30/2024
03/05/2025
03/06/2026
12/15/2026
12/24/2021
03/31/2022
03/15/2023
03/29/2023
03/30/2024
03/05/2025
03/06/2026
03/06/2026
12/15/2026
—
—
05/12/2022
05/12/2023
05/12/2022
05/12/2023
05/12/2022
05/12/2023
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
534(4)
—
194(4)
—
474(4)
—
25,707
—
5,731
—
21,790
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
38,168(2)
59,505(2)
1,127,483
2,735,445
—
—
—
—
—
—
3,286(2)
—
1,171(2)
—
3,650(2)
—
—
—
—
—
—
—
158,188
—
34,591
—
167,791
—
Name
Gregory B. Maffei
Option Awards
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
RSU Awards
BATRK
FWONK
Brian J. Wendling
Option Awards
LSXMK
LSXMK
BATRK
BATRK
FWONK
FWONK
RSU Awards
LSXMK
LSXMK
BATRK
BATRK
FWONK
FWONK
56 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
Option awards
Stock awards
Number of
securities
underlying
unexercised
options (#)
Exercisable
Number of
securities
underlying
unexercised
options (#)
Unexercisable
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Option
exercise
price
($)
Option
expiration
date
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
($)
96,887
39,384
11,816
9,632
5,031
24,067
19,331
—
—
—
—
—
—
—
—
—
118,858
96,887
11,816
9,632
19,524
24,067
—
—
—
96,887(3)
—
—
9,632(3)
—
24,067(3)
—
—
—
—
88,939(5)
34,709(5)
74,859(5)
—
—
—
—
96,887(3)
—
9,632(3)
—
24,067(3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
32.63
39.21
18.84
18.84
22.96
18.83
33.85
—
—
—
03/04/2023
03/20/2024
03/04/2022
03/04/2023
03/20/2024
03/04/2023
03/20/2024
—
—
—
46.98
27.73
42.97
11/13/2026
11/13/2026
11/13/2026
—
—
—
32.63
32.63
18.84
18.84
18.83
18.83
—
—
—
—
—
—
03/04/2022
03/04/2023
03/04/2022
03/04/2023
03/04/2022
03/04/2023
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7,501(2)
2,672(2)
8,331(2)
361,098
78,931
382,976
—
—
—
1,510(2)
609(2)
1,369(2)
—
—
—
—
—
—
—
—
—
72,691
17,990
62,933
—
—
—
—
—
—
7,501(2)
2,672(2)
8,331(2)
361,098
78,931
382,976
Name
Albert E. Rosenthaler
Option Awards
LSXMK
LSXMK
BATRK
BATRK
BATRK
FWONK
FWONK
RSU Awards
LSXMK
BATRK
FWONK
Renee L. Wilm
Option Awards
LSXMK
BATRK
FWONK
RSU Awards
LSXMK
BATRK
FWONK
Mark D. Carleton
Option Awards
LSXMK
LSXMK
BATRK
BATRK
FWONK
FWONK
RSU Awards
LSXMK
BATRK
FWONK
(1) Vests in full on December 31, 2023.
(2) Represents the target number of 2019 Maffei RSUs that Mr. Maffei could earn and the target number of 2019 Chief RSUs that each of
Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm could earn based on performance in 2019.
(3) Vests on December 31, 2020.
(4) Vests on December 10, 2020.
(5) Vests 50% on September 23, 2022 and 50% on September 23, 2023.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 57
OPTION EXERCISES AND STOCK VESTED
The following table sets forth information concerning the exercise of vested options and the vesting of RSUs held by our
named executive officers (with the exception of Mr. Malone and Ms. Wilm, who had no exercises of vested options or vesting
of RSUs), in each case, during the year ended December 31, 2019.
Name
Gregory B. Maffei
LSXMA
LSXMK
BATRA
BATRK
FWONA
FWONK
Brian J. Wendling
LSXMA
LSXMK
BATRA
BATRK
FWONA
FWONK
Albert E. Rosenthaler
LSXMA
LSXMK
BATRA
BATRK
FWONA
FWONK
Richard N. Baer
LSXMA
LSXMK
BATRA
BATRK
FWONA
FWONK
Mark D. Carleton
LSXMA
LSXMK
BATRA
BATRK
FWONA
FWONK
Option Awards
Stock Awards
Number of
shares
acquired on
exercise
(#)(1)
1,165,787
2,374,526
116,599
237,549
291,362
593,545
Value
realized on
exercise
($)
33,213,272
67,935,189
1,961,195
4,012,203
9,029,308
Number of
shares
acquired on
vesting
(#)(1)
Value
realized on
vesting
($)
—
—
—
14,121
—
—
—
—
392,294
—
20,127,111
98,429
3,326,172
—
26,439
3,262
6,646
—
—
—
118,858
3,328
6,780
—
—
—
—
—
—
—
—
—
39,000
7,327
14,927
18,309
—
—
609,419
58,683
120,492
—
—
—
1,848,633
55,977
115,124
—
—
—
—
—
—
—
—
—
849,810
122,654
253,162
512,469
—
—
5,895
—
986
—
4,421
—
12,239
—
1,810
—
9,010
—
23,925
—
5,108
—
20,434
—
12,239
—
1,810
—
9,010
—
242,527
—
27,533
—
155,196
—
496,047
—
50,191
—
305,799
—
982,337
—
141,591
—
752,692
—
496,047
—
50,191
—
305,799
(1)
Includes shares withheld in payment of withholding taxes at election of holder.
58 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION PLANS
The following table sets forth information regarding the nonqualified deferred compensation plans in which our named
executive officers participated during the year ended December 31, 2019. Messrs. Maffei, Wendling and Carleton participated
in the 2006 deferred compensation plan. See “—Executive Compensation Arrangements—2006 Deferred Compensation
Plan” for more information. Mr. Malone’s deferred compensation arrangements are described under “—Executive
Compensation Arrangements—John C. Malone.” During 2019, Messrs. Rosenthaler and Baer and Ms. Wilm did not
participate in any deferred compensation arrangements.
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
Executive
contributions
in 2019
($)
Registrant
contributions
in 2019
($)
Aggregate
earnings in
2019
($)(1)
Aggregate
withdrawals/
distributions
($)
Aggregate
balance at
12/31/19
($)(1)(2)
—
—
563,146
—
—
—
1,142,157
—
—
—
—
—
—
—
2,151,679
3,082,818
16,658,231
657,800
102,193
—
—
—
749,692
—
—
—
—
—
—
7,724,588
1,977,053
—
—
—
11,088,331
(1) Of these amounts, the following were reported in the “Summary Compensation Table” as above-market earnings that were credited to the
named executive officer’s deferred compensation account during 2019:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
Amount ($)
205,494
380,320
48,294
—
—
—
380,113
(2)
In our prior year proxy statements, we reported the following above-market earnings that were credited as interest to the applicable officer’s
deferred compensation accounts during the years reported:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Richard N. Baer
Mark D. Carleton
Amount ($)
2018
215,628
397,703
n/a
—
n/a
—
2017
224,672
401,887
n/a
—
n/a
—
331,289
304,384
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 59
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table sets forth the potential payments to our named executive officers, other than Mr. Baer, if their employment
with Liberty Media had terminated or a change in control had occurred, in each case, as of December 31, 2019, which
was the last business day of our last completed fiscal year. In the event of such a termination or change in control, the actual
amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these
arrangements from time to time. The following discussion does not give effect to the provisions of the 2019 Maffei
Employment Agreement that are not applicable until January 1, 2020.
The amounts provided in the tables are based on the closing market prices on December 31, 2019 for our LSXMK
common stock, which was $48.14, our BATRK common stock, which was $29.54, and our FWONK common stock, which
was $45.97. The value of the options shown in the table is based on the spread between the exercise price of the award and
the applicable closing market price. The value of the RSUs shown in the table is based on the applicable closing market
price and the number of unvested RSUs.
Each of our named executive officers (other than Mr. Malone) has received awards and payments under the existing
incentive plans, and each of our named executive officers is eligible to participate in our deferred compensation plan.
Additionally, each of Messrs. Malone and Maffei is entitled to certain payments and acceleration rights upon termination
under his respective employment agreement. See “—Executive Compensation Arrangements” above and “—Termination
Without Cause or for Good Reason” below.
No immediate distributions under the 2006 deferred compensation plan are permitted as a result of a termination for
cause or a termination without cause or for good reason (other than pursuant to the compensation committee’s right to
distribute certain de minimis amounts from an officer’s deferred compensation account). In addition, we do not have an
acceleration right to pay out account balances to the named executive officers upon a voluntary termination or a termination
due to death or disability. However, the named executive officer may file an election at the time of the deferral to receive
distributions under the 2006 deferred compensation plan upon his or her separation from service, including any of the types
of termination above. For purposes of the tabular presentation below, we have assumed that the named executive officer
has elected to receive payout of all deferred compensation upon his separation from service, including interest. The 2006
deferred compensation plan also provides our compensation committee with the option of terminating the plan 30 days
preceding or within 12 months after a change of control and distributing the account balances (which option is assumed to
have been exercised for purposes of the tabular presentation below).
The circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout
are described below and in the footnotes to the table (other than those described under “—Executive Compensation
Arrangements,” which are incorporated by reference herein):
Voluntary Termination
Each of the named executive officers (other than Mr. Malone) holds equity awards that were issued under our existing
incentive plans. Under these plans and the related award agreements, in the event of a voluntary termination of his or her
employment with our company for any reason, each named executive officer (other than Mr. Malone) would typically only
have a right to the equity grants that vested prior to his or her termination date. However, if Mr. Maffei had voluntarily
terminated his employment for any reason as of December 31, 2019, his 2019 Maffei RSUs would have remained outstanding
until any performance criteria had been determined to have been met or not and would have vested to the extent determined
by the compensation committee. Additionally, vesting of 75% of Mr. Baer’s 2019 Chief RSUs was accelerated following
his departure from our company in September 2019, and the value realized upon such vesting is reflected in “—Option
Exercises and Stock Vested” above. Beginning in 2020, Mr. Maffei may also become entitled to certain other severance
benefits in connection with a voluntary resignation of his employment from our company without good reason. See
“—Executive Compensation Arrangements—Gregory B. Maffei—December 2019 Employment Arrangement” above.
Mr. Wendling, Mr. Rosenthaler, Ms. Wilm and Mr. Carleton are not entitled to any severance payments or other benefits
upon a voluntary termination of their employment. The foregoing discussion assumes that the named executive officers
voluntarily terminated his or her respective employment without good reason. See “—Termination Without Cause or for Good
Reason” below for a discussion of potential payments and benefits upon a named executive officer’s voluntary termination
of his employment for good reason.
60 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
EXECUTIVE COMPENSATION
Termination for Cause
All outstanding equity grants constituting options, whether unvested or vested but not yet exercised, and all equity grants
constituting unvested RSUs under the existing incentive plans would be forfeited by any named executive officer (other than
Mr. Maffei in the case of equity grants constituting vested options or similar rights) who is terminated for “cause.” However,
if Mr. Maffei’s employment had been terminated for cause as of December 31, 2019, his 2019 Maffei RSUs would have
remained outstanding until any performance criteria had been determined to have been met or not and would have vested
to the extent determined by the compensation committee. The existing incentive plans, which govern the awards unless
there is a different definition in the applicable award agreement, define “cause” as insubordination, dishonesty, incompetence,
moral turpitude, other misconduct of any kind and the refusal to perform duties and responsibilities for any reason other
than illness or incapacity; provided that, if such termination is within 12 months after a change in control (as described
below), “cause” means a felony conviction for fraud, misappropriation or embezzlement. Mr. Maffei has certain continuing
rights to exercise vested options or similar rights following a termination for cause under his employment agreement,
and the employment agreement of Mr. Maffei has a definition of cause that is different from the definition under the incentive
plans. See “—Executive Compensation Arrangements” above.
Termination Without Cause or for Good Reason
Mr. Malone does not have any outstanding equity awards. As of December 31, 2019, Mr. Maffei’s unvested equity awards
consisted of the 2019 New Maffei Term Options and the 2019 Maffei RSUs. The 2019 New Maffei Term Options would have
been forfeited upon a termination of his employment without cause or for good reason as of December 31, 2019. If
Mr. Maffei’s employment had been terminated without cause or he had terminated it for good reason as of December 31,
2019, his 2019 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have
been met or not and would have become vested to the extent determined by the compensation committee. Each of
Mr. Malone and Mr. Maffei is entitled to severance payments and/or other benefits upon a termination of his employment
without cause or for good reason. See “—Executive Compensation Arrangements—John C. Malone” and “—Executive
Compensation Arrangements—Gregory B. Maffei” above.
As of December 31, 2019, Mr. Wendling’s only unvested equity awards were a portion of the multi-year stock option
awards granted to him on May 12, 2015, a portion of the 2019 PFO RSUs and his 2019 Chief RSUs, and Mr. Rosenthaler’s
and Mr. Carleton’s only unvested equity awards were a portion of the multi-year stock option awards granted to them on
March 4, 2015 and their 2019 Chief RSUs. Ms. Wilm’s only unvested equity awards as of December 31, 2019 were her 2019
multi-year stock option award and her 2019 Chief RSUs. Mr. Wendling’s unvested 2019 PFO RSUs would have been
forfeited upon a termination of employment without cause. The multi-year stock option awards granted to Mr. Wendling in
May 2015, Messrs. Rosenthaler and Carleton in March 2015 and to Ms. Wilm in November 2019 provide for vesting upon a
termination of employment without cause of those options that would have vested during the 12-month period following
the termination date if such person had remained an employee, plus a pro rata portion of the remaining unvested options
based on the portion of the vesting period elapsed through the termination date. The 2019 Chief RSUs held by these officers
would have remained outstanding until any performance criteria had been determined to have been met or not and would
have vested to the extent determined by the compensation committee if these officers had been terminated without cause as
of December 31, 2019. None of these officers is entitled to any severance pay or other benefits upon a termination
without cause.
Death
In the event of death of any of the named executive officers as of December 31, 2019, the existing incentive plans and
applicable award agreements would have provided for vesting in full of any outstanding options and the lapse of restrictions
on any RSU awards, except that if Mr. Maffei’s employment had been terminated due to death on December 31, 2019,
his 2019 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been
met or not and would vest to the extent determined by the compensation committee. Each of Mr. Malone and Mr. Maffei
is also entitled to certain payments and other benefits if he dies while employed by our company. See “—Executive
Compensation Arrangements” above.
No amounts are shown for payments pursuant to life insurance policies, which we make available to all our employees.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 61
Disability
If the employment of any of the named executive officers had been terminated due to disability as of December 31, 2019,
which is defined in the existing incentive plans or applicable award agreements, such plans or agreements would have
provided for vesting in full of any outstanding options and the lapse of restrictions on any RSU awards, except that if
Mr. Maffei’s employment had been terminated due to disability on December 31, 2019, his 2019 Maffei RSUs would have
remained outstanding until any performance criteria had been determined to have been met or not and would have become
vested to the extent determined by the compensation committee. Each of Mr. Malone and Mr. Maffei is also entitled to
certain payments and other benefits upon a termination of his employment due to disability. See “Executive Compensation
Arrangements” above.
No amounts are shown for payments pursuant to short-term and long-term disability policies, which we make available to
all our employees.
Change in Control
In case of a change in control, the incentive plans provide for vesting in full of any outstanding options (other than the
2019 New Maffei Term Options) and the lapse of restrictions on any RSU awards held by the named executive officers. A
change in control is generally defined as:
• The acquisition by a non-exempt person (as defined in the incentive plans) of beneficial ownership of at least 20% of
the combined voting power of the then outstanding shares of our company ordinarily having the right to vote in the
election of directors, other than pursuant to a transaction approved by our board of directors.
• The individuals constituting our board of directors over any two consecutive years cease to constitute at least a
majority of the board, subject to certain exceptions that permit the board to approve new members by approval of at
least two-thirds of the remaining directors.
• Any merger, consolidation or binding share exchange that causes the persons who were common stockholders of our
company immediately prior thereto to lose their proportionate interest in the common stock or voting power of the
successor or to have less than a majority of the combined voting power of the then outstanding shares ordinarily having
the right to vote in the election of directors, the sale of substantially all of the assets of the company or the dissolution
of the company.
In the case of a change in control described in the last bullet point, our compensation committee may determine not to
accelerate the existing equity awards of the named executive officers if equivalent awards will be substituted for the existing
awards. For purposes of the tabular presentation below, we have assumed that our named executive officers’ existing
unvested equity awards (other than the 2019 New Maffei Term Options) would vest in full in the case of a change in control
described in the last bullet.
62 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
Benefits Payable Upon Termination or Change in Control
EXECUTIVE COMPENSATION
Name
John C. Malone
Lump Sum Severance(1)
Installment Severance Plan(2)
1993 Deferred Compensation
Arrangement(3)
1982 Deferred Compensation
Arrangement(3)
Options
RSUs
Total
Gregory B. Maffei
Severance
Deferred Compensation
Options
RSUs
Perquisites(12)
Total
Brian J. Wendling
Deferred Compensation
Options
RSUs
Total
Albert E. Rosenthaler
Options
RSUs
Total
Renee L. Wilm
Options
RSUs
Total
Mark D. Carleton
Deferred Compensation
Options
RSUs
Total
Voluntary
Termination
Without Good
Reason
($)
Termination
for Cause
($)
Termination
Without Cause
or for Good
Reason
($)
Death
($)
Disability
($)
After a Change
in Control
($)
19,500
—
19,500
—
19,500
19,500
17,844,323
17,844,323
17,844,323
17,844,323
17,844,323
17,844,323
2,189,288
2,189,288
2,189,288
1,552,530
2,189,288
2,189,288
25,812,974
25,812,974
25,812,974
15,105,701
25,812,974
25,812,974
—
—
—
—
—
—
—
—
—
—
—
—
45,866,085
45,846,585
45,866,085
34,502,554
45,866,085
45,866,085
11,750,000(4)
7,724,588(6)
150,780,538(8)
3,862,928(8)
—
7,724,588(6)
150,780,538(8)
3,862,928(8)
31,001,697(5)
7,724,588(6)
150,780,538(9)
3,862,928(9)
31,001,697(5)
7,724,588(6)
31,001,697(5)
7,724,588(7)
7,724,588(6)
153,122,145(10) 153,122,145(10) 150,780,538(11)
3,862,928(11)
3,862,928(10)
3,862,928(10)
—
—
—
545,356
—
545,356
—
174,118,054
162,368,054
193,915,107
195,711,358
196,256,714
162,368,054
1,977,053(6)
2,232,576(8)
—(8)
1,977,053(6)
—(13)
—(13)
1,977,053(6)
3,272,113(14)
360,570(14)
1,977,053(6)
3,272,113(10)
413,797(10)
1,977,053(6)
3,272,113(10)
413,797(10)
1,977,053(7)
3,272,113(10)
413,797(10)
4,209,629
1,977,053
5,609,736
5,662,963
5,662,963
5,662,963
3,004,484(8)
—(8)
3,004,484
—(8)
—(8)
—
—(13)
—(13)
—
—(13)
—(13)
—
5,263,442(14)
823,005(14)
5,263,442(10)
823,005(10)
5,263,442(10)
823,005(10)
5,263,442(10)
823,005(10)
6,086,447
6,086,447
6,086,447
6,086,447
134,379(14)
153,614(14)
390,570(10)
153,614(10)
390,570(10)
153,614(10)
390,570(10)
153,614(10)
287,993
544,184
544,184
544,184
11,088,331(6)
4,758,758(8)
—(8)
11,088,331(6)
—(13)
—(13)
11,088,331(6)
7,017,716(14)
823,005(14)
11,088,331(6)
7,017,716(10)
823,005(10)
11,088,331(6)
7,017,716(10)
823,005(10)
11,088,331(7)
7,017,716(10)
823,005(10)
15,847,089
11,088,331
18,929,053
18,929,053
18,929,053
18,929,053
(1) Under Mr. Malone’s employment agreement, which was assigned to our company in 2013, if his employment had been terminated, as of
December 31, 2019, at our election (other than for death or cause) (whether before or after a change in control) or upon Mr. Malone’s prior
written notice, he would have been entitled to a lump sum severance payment of $19,500 payable upon termination, which is equal to
five years of his current annual salary of $3,900. See “—Executive Compensation Arrangements—John C. Malone” above. Pursuant to
the amended Qurate Retail Services Agreement, 25% of such lump sum severance payment would have been allocable to Qurate Retail.
(2) As described above, Mr. Malone began receiving 240 consecutive monthly installment severance payments in February 2009 pursuant to
the terms of his amended employment agreement. The number included in the table represents the aggregate amount of the payments
remaining as of December 31, 2019. With respect to periods following the termination of his employment, the foregoing payments are
conditioned on Mr. Malone’s compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained
in his employment agreement. See “—Executive Compensation Arrangements—John C. Malone” above.
(3) As described above, Mr. Malone began receiving 240 consecutive monthly payments of his deferred compensation plus interest, in
February 2009 pursuant to the terms of his amended employment agreement, which our company assumed in 2013. The number included
in the table represents the aggregate amount of these payments remaining as of December 31, 2019. With respect to periods following
the termination of his employment, the foregoing payments are conditioned on Mr. Malone’s compliance with the confidentiality, non-
competition, non-solicitation and non-interference covenants contained in his employment agreement. If Mr. Malone’s employment had been
terminated, as of December 31, 2019, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 63
(4)
(5)
of the unamortized principal balance of the remaining deferred compensation payments, and the compliance conditions described above
would be inapplicable. See “—Executive Compensation Arrangements—John C. Malone” above.
If Mr. Maffei had voluntarily terminated his employment without good reason (as defined in the 2014 Maffei Employment Agreement) as of
December 31, 2019, he would have been entitled to receive in a lump sum the Pro-Rated Amount of $11,750,000, with up to 25% of such
amount payable in shares of our common stock. See “—Executive Compensation Arrangements—Gregory B. Maffei” above.
If Mr. Maffei’s employment had been terminated as of December 31, 2019 by Liberty Media without cause or by Mr. Maffei for good reason
(as defined in the 2014 Maffei Employment Agreement) (whether before or within a specified period following a change in control) or due
to Mr. Maffei’s death or disability, as of December 31, 2019, he would have been entitled to receive a payment of 1.5 times his 2019 base
salary payable in 18 equal monthly installments. Mr. Maffei would have also been entitled to receive in lump sums the Pro-Rated Amount of
$11,750,000 and a separate Un-Pro Rated Amount of $17,500,000 and, in each case, up to 25% of such amounts would have been
payable in shares of our common stock. See “—Executive Compensation Arrangements—Gregory B. Maffei” above.
(6) Under the 2006 deferred compensation plan, we do not and Qurate Retail does not have an acceleration right to pay out account balances
to Messrs. Maffei, Wendling or Carleton upon a termination of employment. However, Messrs. Maffei, Wendling and Carleton had the
right to file an election at the time of his initial deferral to receive distributions under the 2006 deferred compensation plan upon his separation
from service, including under the termination scenarios in the table above. For purposes of the tabular presentation above, we have
assumed that each of Messrs. Maffei, Wendling and Carleton has elected to receive payout upon a separation from service of all deferred
compensation, including interest.
(7) The 2006 deferred compensation plan provides our compensation committee with the option of terminating the plan 30 days preceding or
within 12 months after a change of control of Liberty Media and distributing the account balances (which option is assumed to have been
exercised for purposes of the tabular presentation above).
(8) Based on the number of vested options held by each named executive officer at December 31, 2019. Also, if Mr. Maffei’s employment had
been terminated without good reason or for cause as of December 31, 2019, he would have forfeited his 2019 New Maffei Term Options and
his 2019 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and
would have vested to the extent determined by the compensation committee. For a description of the 2019 Maffei RSUs that vested see
“—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Maffei
Performance-based Equity Awards” above. Each of Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm would have forfeited his or
her 2019 Chief RSUs, and Mr. Wendling would have forfeited his 2019 PFO RSUs, if his or her employment had been terminated without good
reason as of December 31, 2019. For more information, see the “Outstanding Equity Awards at Fiscal Year-End” table, “—Executive
Compensation Arrangements—Gregory B. Maffei”.
(9) Based on the number of vested options held by Mr. Maffei at December 31, 2019. If Mr. Maffei’s employment had been terminated by our
company without cause or by him for good reason as of December 31, 2019, he would have forfeited the 2019 New Maffei Term Options and
his 2019 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and
would vest to the extent determined by the compensation committee. See “—Executive Compensation Arrangements—Gregory B. Maffei”
above and the “Outstanding Equity Awards at Fiscal Year-End” table above. For a description of the 2019 Maffei RSUs that vested see
“—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Maffei
Performance-based Equity Awards” above.
(10) Based on the number of options, whether unvested or vested but not yet exercised, and unvested RSUs held by the named executive
officer as of December 31, 2019. Also, if Mr. Maffei’s employment terminated due to death or disability as of December 31, 2019, his 2019
Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and would
have vested to the extent determined by the compensation committee. For a description of the 2019 Maffei RSUs that vested see
“—Compensation Discussion and Analysis—Elements of 2019 Executive Compensation—Equity Incentive Compensation—Maffei
Performance-based Equity Awards” above. Upon a change in control, we have assumed for purposes of the tabular presentation above
that the other named executive officers’ 2019 Chief RSUs, the 2019 PFO RSUs and the multi-year stock option awards granted to Mr. Wendling
in May 2015, Messrs. Rosenthaler and Carleton in March 2015 and to Ms. Wilm in November 2019 would have vested in full. For more
information, see the “Outstanding Equity Awards at Fiscal Year-End” table above.
(11) Based on the number of vested options and unvested RSUs held by Mr. Maffei as of December 31, 2019. Upon a change in control, we
have assumed for purposes of the tabular presentation above that Mr. Maffei’s 2019 Maffei RSUs would have vested in full. For more
information, see the “Outstanding Equity Awards at Fiscal Year-End” table above.
(12) If Mr. Maffei’s employment had been terminated at our company’s election for any reason (other than cause) or by Mr. Maffei for good
reason (as defined in his employment agreement) or by reason of disability, as of December 31, 2019, he would have been entitled to receive
personal use of the corporate aircraft for 120 hours per year over a 12-month period. Perquisite amount of $545,356 represents the
maximum potential cost of using the corporate aircraft for 120 hours based on an hourly average of the incremental cost of use of the
corporate aircraft. Pursuant to the Qurate Retail Services Agreement, 19% of such perquisite expense would have been allocable to Qurate
Retail.
(13) If the named executive officer was terminated for “cause” as of December 31, 2019, all of his or her outstanding option and RSU grants
would have been forfeited.
(14) Based on (i) the number of vested options held by such named executive officer at December 31, 2019, (ii) the number of unvested options
held by each named executive officer at December 31, 2019 that would have vested pursuant to the forward-vesting provisions in such
named executive officer’s award agreements if he or she were terminated without cause as of December 31, 2019 and (iii) the number of
2019 Chief RSUs held by Messrs. Wendling, Rosenthaler and Carleton and Ms. Wilm which would have remained outstanding until any
performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation
committee. The unvested 2019 PFO RSUs would have been forfeited. See “Outstanding Equity Awards at Fiscal Year-End” table and
“—Termination Without Cause or for Good Reason” above.
64 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
DIRECTOR COMPENSATION
NONEMPLOYEE DIRECTORS
Director Fees. Each of our directors who is not an employee of our company is paid an annual fee for 2020 of
$227,000 (which, in 2019, was $222,500) (which we refer to as the director fee), of which $108,000 ($106,000 in
2019) is payable in cash and the balance is payable in RSUs or options to purchase shares of LSXMK, BATRK and
FWONK. For service on our board in 2020 and 2019, each director was permitted to elect to receive $119,000
and $116,500, respectively, of his or her director fee in RSUs or options to purchase shares of LSXMK, BATRK and
FWONK. The awards issued to our board of directors with respect to service on our board in 2020 were issued in
December 2019. See “—Director RSU Grants” and “—Director Option Grants” below for information on the incentive
awards granted in 2019.
Fees for service on our audit committee, compensation committee and nominating and corporate governance
committee are the same for 2019 and 2020, with each member thereof receiving an additional annual fee of $30,000,
$10,000 and $10,000, respectively, for his or her participation on each such committee, except that the chairman
of each such committee instead receives an additional annual fee of $40,000, $20,000 and $20,000, respectively, for
his participation on that committee. With respect to our executive committee, each member thereof who is not an
employee of our company receives an additional annual fee of $10,000 for his participation on that committee. The
cash portion of the director fees and the fees for participation on committees are payable quarterly in arrears.
Charitable Contributions
If a director makes a donation to our political action committee, we will make a matching donation to a charity of his
or her choice in an amount not to exceed $10,000.
Equity Incentive Plan
Awards granted to our nonemployee directors under the 2017 incentive plan are administered by our board of
directors or our compensation committee. Our board of directors has full power and authority to grant nonemployee
directors the awards described below and to determine the terms and conditions under which any awards are
made. The 2017 incentive plan is designed to provide our nonemployee directors with additional remuneration for
services rendered, to encourage their investment in our common stock and to aid in attracting persons of exceptional
ability to become nonemployee directors of our company. Our board of directors may grant non-qualified stock
options, SARs, restricted shares, restricted stock units and cash awards or any combination of the foregoing under
the 2017 incentive plan.
The maximum number of shares of our common stock with respect to which awards may be granted under the
2017 incentive plan is 50 million shares, subject to anti-dilution and other adjustment provisions of the 2017 incentive
plan. No nonemployee director may be granted during any calendar year awards having a value (as determined on
the grant date of such award) that would be in excess of $2 million. Shares of our common stock issuable pursuant to
awards made under the 2017 incentive plan will be made available from either authorized but unissued shares of
our common stock or shares of our common stock that we have issued but reacquired, including shares purchased
in the open market.
As described above, in 2013, our company’s board of directors adopted the TSAP, which governs the terms and
conditions of awards with respect to our common stock issued in connection with adjustments made to awards
relating to our predecessor’s common stock that were granted prior to 2013.
In 2019, each of our nonemployee directors was given a choice of receiving his or her annual equity grant in the
form of RSUs or options.
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 65
Director RSU Grants
Pursuant to our director compensation policy described above and the 2017 incentive plan, we granted the following
RSU awards in December 2019:
Name
Robert R. Bennett
Brian M. Deevy
David E. Rapley
Andrea L. Wong
LSXMK
BATRK
FWONK
1,524
762
762
—
242
121
121
242
1,039
520
520
1,039
These RSUs will vest on the first anniversary of the grant date, or on such earlier date that the grantee ceases to
be a director because of death or disability, and, unless our board of directors determines otherwise, will be forfeited
if the grantee resigns or is removed from the board before the vesting date.
Director Option Grants
Pursuant to our director compensation policy described above and the 2017 incentive plan, we granted the following
stock option awards in December 2019:
Name
Brian M. Deevy
M. Ian G. Gilchrist
Evan D. Malone
David E. Rapley
Larry E. Romrell
Andrea L. Wong
# of
LSXMK
Options
Exercise
Price
($)
# of
BATRK
Options
Exercise
Price
($)
# of
FWONK
Options
Exercise
Price
($)
3,042
6,083
6,083
3,042
6,083
6,083
47.29
47.29
47.29
47.29
47.29
47.29
490
980
980
490
980
—
28.72
28.72
28.72
28.72
28.72
—
1,909
3,818
3,818
1,909
3,818
—
44.80
44.80
44.80
44.80
44.80
—
These options will become exercisable on the first anniversary of the grant date, or on such earlier date that the
grantee ceases to be a director because of death or disability, and, unless our board determines otherwise, will be
terminated without becoming exercisable if the grantee resigns or is removed from the board before the vesting date.
Once vested, the options will remain exercisable until the seventh anniversary of the grant date or, if earlier, until
the first business day following the first anniversary of the date the grantee ceases to be a director.
Stock Ownership Guidelines
In March 2016, our board of directors adopted stock ownership guidelines that require each nonemployee director
to own shares of our company’s stock equal to at least three times the value of their annual cash retainer fees.
Nonemployee directors will have five years from the later of (i) the effective date of the guidelines and (ii) the
director’s initial appointment to our board to comply with these guidelines.
Director Deferred Compensation Plan
Effective beginning in the fourth quarter of 2013, directors of our company are eligible to participate in the Liberty
Media Corporation Nonemployee Director Deferred Compensation Plan (the director deferred compensation plan),
pursuant to which eligible directors of our company can elect to defer all or any portion of their annual cash fees
that they would otherwise be entitled to receive. The deferral of such annual cash fees shall be effected by a reduction
in the quarterly payment of such annual cash fees by the percentage specified in the director’s election. Elections
are required to be made in advance of certain deadlines, which generally must be on or before the close of business
on December 31 of the year prior to the year to which the director’s election will apply, and elections must include
the form of distribution, such as a lump-sum payment or substantially equal installments over a period not to exceed
ten years. Compensation deferred under the director deferred compensation plan that otherwise would have been
received prior to 2015 would earn interest income at the rate of 9% per annum, compounded quarterly, for the period
of the deferral. Compensation deferred under the director deferred compensation plan that otherwise would have
been received on or after January 1, 2015 will earn interest income at a rate that is intended to approximate our
company’s general cost of 10-year debt. For 2017, 2018 and 2019, the rate was 6.5%, 6.25% and 7.0% respectively.
66 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
DIRECTOR COMPENSATION TABLE
Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
All Other
Earnings
($)(4)
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)(2)(3)
Option
Awards
($)(2)(3)
116,000(4)
125,567
—
26,160
146,000
166,000
106,000
136,000(4)
146,000
126,000(4)
62,806
—
—
62,806
—
53,497
62,067
124,122
124,122
62,067
124,122
68,677
—
—
—
15,421
—
25,121
Compensation
($)(5)
21,908(6)
21,908(6)
21,908(6)
—
21,908(6)
21,908(6)
16,928(6)
Total
($)
289,635
292,781
312,030
230,122
298,202
292,030
290,223
Name(1)
Robert R. Bennett
Brian M. Deevy
M. Ian G. Gilchrist
Evan D. Malone
David E. Rapley
Larry E. Romrell
Andrea L. Wong
(1) John C. Malone and Gregory B. Maffei, each of whom is a director of our company and a named executive officer, received no
compensation for serving as directors of our company during 2019.
(2) As of December 31, 2019, our directors (other than Messrs. Malone and Maffei, whose equity awards are listed in “Outstanding
Equity Awards at Fiscal Year-End” above) held the following equity awards with respect to shares of our common stock:
Options (#)
LSXMK
BATRK
FWONK
RSUs (#)
LSXMK
BATRK
FWONK
Robert R.
Bennett
Brian M.
Deevy
M. Ian G.
Gilchrist
Evan D.
Malone
David E.
Rapley
Larry E.
Romrell
Andrea L.
Wong
—
—
—
1,524
242
1,039
17,230
2,327
9,042
30,990
4,663
16,750
41,385
5,403
17,398
20,693
2,701
8,698
41,385
5,403
17,398
762
121
520
—
—
—
—
—
—
762
121
520
—
—
—
29,385
3,229
8,548
—
242
1,039
(3) The aggregate grant date fair value of the stock options and RSU awards has been computed in accordance with FASB ASC Topic
718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in
these calculations, see Note 14 to our consolidated financial statements for the year ended December 31, 2019 (which are included
in the 2019 Form 10-K).
Includes the following amounts earned and deferred under the director deferred compensation plan:
(4)
Name
Robert R. Bennett
David E. Rapley
Andrea L. Wong
2019 Deferred
Compensation
($)
113,179
133,179
124,326
2019 Above
Market Earnings
on Accrued Interest
($)
26,160
15,421
25,121
(5) We make available to our directors tickets to various sporting events with no aggregate incremental cost attributable to any single
person.
Includes the following amounts of health insurance premiums paid by our company for the benefit of the following directors:
(6)
Name
Robert R. Bennett
Brian M. Deevy
M. Ian G. Gilchrist
David E. Rapley
Larry E. Romrell
Andrea L. Wong
Amount ($)
21,908
21,908
21,908
21,908
21,908
16,928
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 67
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2019 with respect to shares of our common stock
authorized for issuance under our equity compensation plans.
Plan Category
Equity compensation plans approved by security holders:
Liberty Media Corporation 2013 Incentive Plan (Amended and Restated
as of March 31, 2015), as amended
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Liberty Media Corporation 2013 Nonemployee Director Incentive Plan
(Amended and Restated as of December 17, 2015), as amended
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Liberty Media Corporation Transitional Stock Adjustment Plan, as
amended
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Equity compensation plans not approved by security holders: None.
Total
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights (a)
Weighted average
exercise price of
outstanding options,
warrants and rights
Number of securities
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
$31.00
—
$30.64
—
—
$18.40
—
—
$26.43
—
—
$31.96
—
—
$18.97
—
—
$23.45
—
—
$44.20
—
—
$28.10
—
—
$34.57
$19.75
—
$19.38
$11.89
—
$11.35
$12.63
—
—
5,642
—
7,336,299
—
—
802,737
—
—
3,439,784
—
—
86,207
—
—
10,262
—
—
22,811
—
—
2,371,797
—
—
449,143
—
—
4,821,733
16,503
—
22,700
1,638
—
4,811
1,025
—
—
22,145
—
9,817,003
1,638
—
1,266,953
1,025
—
8,284,328
—(1)
—(1)
38,694,791(2)
—(3)
38,694,791
68 | LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT
(1) Upon adoption of the Liberty Media Corporation 2017 Omnibus Incentive Plan, the board of directors ceased making any further
grants under the prior plans, including the Liberty Media Corporation 2013 Incentive Plan and the Liberty Media Corporation 2013
Nonemployee Director Incentive Plan.
(2) The Liberty Media Corporation 2017 Omnibus Incentive Plan permits grants of, or with respect to, shares of any series of our
common stock, subject to a single aggregate limit.
(3) The Liberty Media Corporation Transitional Stock Adjustment Plan governs the terms and conditions of awards with respect to our
company’s common stock that were granted in connection with adjustments made to awards relating to our predecessor’s common
stock that were granted prior to 2013. As a result, no further grants are permitted under this plan.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Under our Code of Business Conduct and Ethics and Corporate Governance Guidelines, if a director or executive
officer has an actual or potential conflict of interest (which includes being a party to a proposed “related party
transaction” (as defined by Item 404 of Regulation S-K)), the director or executive officer should promptly inform
the person designated by our board to address such actual or potential conflicts. No related party transaction may
be effected by our company without the approval of the audit committee of our board or another independent body of
our board designated to address such actual or potential conflicts.
STOCKHOLDER PROPOSALS
This proxy statement relates to our annual meeting of stockholders for the calendar year 2020 which will take place
on May 21, 2020. Based solely on the date of our 2020 annual meeting and the date of this proxy statement, (i) a
stockholder proposal must be submitted in writing to our Corporate Secretary and received at our executive offices at
12300 Liberty Boulevard, Englewood, Colorado 80112, by the close of business on December 17, 2020 in order to
be eligible for inclusion in our proxy materials for the annual meeting of stockholders for the calendar year 2021 (the
2021 annual meeting), and (ii) a stockholder proposal, or any nomination by stockholders of a person or persons
for election to the board of directors, must be received at our executive offices at the foregoing address not earlier than
February 19, 2021 and not later than March 22, 2021 to be considered for presentation at the 2021 annual meeting.
We currently anticipate that the 2021 annual meeting will be held during the second quarter of 2021. If the 2021
annual meeting takes place more than 30 days before or 30 days after May 21, 2021 (the anniversary of the 2020
annual meeting), a stockholder proposal, or any nomination by stockholders of a person or persons for election to the
board of directors, will instead be required to be received at our executive offices at the foregoing address not later
than the close of business on the tenth day following the first day on which notice of the date of the 2021 annual
meeting is communicated to stockholders or public disclosure of the date of the 2021 annual meeting is made,
whichever occurs first, in order to be considered for presentation at the 2021 annual meeting.
All stockholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules
adopted under the Exchange Act, our charter and bylaws and Delaware law.
ADDITIONAL INFORMATION
We file periodic reports, proxy materials and other information with the SEC. You may inspect such filings on the
Internet website maintained by the SEC at www.sec.gov. Additional information can also be found on our website at
www.libertymedia.com. (Information contained on any website referenced in this proxy statement is not incorporated
by reference in this proxy statement.) If you would like to receive a copy of the 2019 Form 10-K, or any of the
exhibits listed therein, please call or submit a request in writing to Investor Relations, Liberty Media
Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (877) 772-1518, and we will
provide you with the 2019 Form 10-K without charge, or any of the exhibits listed therein upon the payment
of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested
exhibits).
LIBERTY MEDIA CORPORATION 2020 PROXY STATEMENT | 69
FINANCIAL INFORMATION
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Liberty Media Corporation (“Liberty,” the “Company,” “we,” “us,” and “our”) has three classes of stock.
Series A, Series B and Series C Liberty SiriusXM common stock trade under the symbols LSXMA/B/K, respectively;
Series A, Series B and Series C Liberty Braves common stock trade or are quoted under the symbols BATRA/B/K,
respectively; and Series A, Series B and Series C Liberty Formula One common stock trade or are quoted under the
symbols FWONA/B/K, respectively. Each series (Series A, Series B and Series C) of the Liberty SiriusXM common stock
trades on the Nasdaq Global Select Market. Series A and Series C Liberty Braves common stock and Series A and Series C
Liberty Formula One common stock trade on the Nasdaq Global Select Stock Market, and Series B Liberty Braves
common stock and Series B Liberty Formula One common stock are quoted on the OTC Markets. Stock price information
for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com.
The following tables set forth the range of high and low sales prices of our Series B Liberty SiriusXM common
stock, Series B Liberty Braves common stock and Series B Liberty Formula One common stock for the years ended
December 31, 2019 and 2018. Although our Series B Liberty SiriusXM common stock is traded on the Nasdaq Global
Select Market, an established public trading market does not exist for the stock, as it is not actively traded. Additionally,
there is no established public trading market for our Series B Liberty Braves common stock and our Series B Liberty
Formula One common stock, which are quoted on OTC Markets. The over-the-counter market quotations for our series B
Liberty Braves common stock and our Series B Liberty Formula One common stock reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Liberty SiriusXM Group
Series B (LSXMB)
Low
High
2018
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47.61
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47.80
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 49.94
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.24
2019
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41.04
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39.93
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42.00
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 48.75
38.62
40.78
45.61
35.46
38.75
35.71
39.57
41.83
F-1
Braves Group
Series B (BATRB)
High
Low
2018
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24.50
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26.00
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27.00
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27.00
2019
First quarter (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27.00
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31.80
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 37.45
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31.50
24.50
22.95
25.75
24.09
24.09
26.45
27.09
30.00
(1) The Series B common shares trade infrequently. During the first quarter of 2019, no trades occurred, as such the
high and low prices shown for this period related to the fourth quarter of 2018.
Formula One Group
Series B (FWONB)
Low
High
2018
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36.81
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32.62
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36.50
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31.75
2019
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31.00
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36.41
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39.00
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.00
30.10
28.00
32.50
28.55
29.60
36.00
34.90
38.50
Holders
The number of record holders as of January 31, 2020 were as follows:
Liberty SiriusXM common stock . . . . . .
Liberty Braves common stock . . . . . . . . .
Liberty Formula One common stock . . . .
1,090
1,782
761
61
38
56
1,149
803
979
Series A
Series B
Series C
The foregoing numbers of record holders do not include the number of stockholders whose shares are held
nominally by banks, brokerage houses or other institutions, but include each such institution as one shareholder.
Dividends
We have not paid any cash dividends on our common stock, and we have no present intention of so doing.
Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings,
financial condition and other relevant considerations.
F-2
Securities Authorized for Issuance Under Equity Compensation Plans
Information required by this item is incorporated by reference to our definitive proxy statement for our 2020
Annual Meeting of Stockholders.
Purchases of Equity Securities by the Issuer
Share Repurchase Programs
In August 2015, our board of directors authorized $1 billion of Liberty Media Corporation common stock
repurchases, which could be used to repurchase any of the Series A and Series C of each of Liberty SiriusXM common
stock, Liberty Braves common stock and Liberty Formula One common stock. In November 2019, our board of directors
authorized an additional $1 billion of Series A and Series C shares of each of Liberty SiriusXM common stock, Liberty
Braves common stock and Liberty Formula One common stock repurchases. In addition, shares of Liberty Sirius XM
common stock may be repurchased with funds attributed to the Formula One Group (such repurchased shares, the
“Intergroup Shares”). Any Intergroup Shares so repurchased will be cancelled, and an intergroup interest will be created.
See note 2 to the accompanying consolidated financial statements for information related to the Formula One Group’s
intergroup interest in the Liberty SiriusXM Group.
A summary of the repurchase activity for the three months ended December 31, 2019 is as follows:
Series C Liberty SiriusXM Common Stock
Period
October 1 - 31, 2019 . . . . .
November 1 - 30, 2019 . . .
December 1 - 31, 2019 . . .
Total . . . . . . . . . . . . . . . .
(a) Total Number
of Shares
Purchased
419,898
73,437
986,570
1,479,905
(d) Maximum Number
(c) Total Number of (or Approximate Dollar
Value) of Shares that
Shares Purchased
May Yet be Purchased
as Part of Publicly
Under the Plans or
Price Paid per Announced Plans
(b) Average
Share
$ 42.90
$ 45.13
$ 47.62
or Programs
Programs
419,898 $
73,437 $
986,570 $
1,479,905
419 million
1,416 million
1,369 million
There were no repurchases of Series A Liberty SiriusXM common stock, Liberty Formula One common stock or
Liberty Braves common stock during the three months ended December 31, 2019.
During the three months ended December 31, 2019, 2,370 shares of Series A and 4,729 shares of Series C Liberty
Formula One common stock, 9,453 shares of Series A and 18,878 shares of Series C Liberty SiriusXM common stock,
and 963 shares of Series A and 1,904 shares of Series C Liberty Braves common stock were surrendered by certain of our
officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted
stock and restricted stock units.
F-3
Selected Financial Data.
The following tables present selected historical financial statement information relating to our financial condition
and results of operations for the past five years. Certain prior period amounts have been reclassified for comparability with
the current year presentation. The following data should be read in conjunction with the accompanying consolidated
financial statements.
2019
2018
December 31,
2017
2016
2015
amounts in millions
Summary Balance Sheet Data:
201
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,222
Investment in affiliates, accounted for using the equity method . $ 1,625
1,115
Intangible assets not subject to amortization (1) . . . . . . . . . . . . . $ 29,944
24,018
Intangible assets subject to amortization, net (1) . . . . . . . . . . . . $ 5,940
1,097
Total assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,189 40,828 41,996 31,377 29,798
1,797
Current portion of deferred revenue . . . . . . . . . . . . . . . . . . . . . . . $ 2,113
Long-term debt, including current portion (1) . . . . . . . . . . . . . . . $ 15,476 13,388 13,954
6,881
Deferred tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,913
1,667
1,478
Stockholders' equity (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,295 16,595 16,943 11,756 10,933
7,198
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,630
562
1,117
24,018
1,072
1,877
8,018
2,025
1,029
1,750
358
1,641
28,060
5,715
28,057
6,192
5,960
5,103
1,651
5,631
1,941
2,079
2019
Years ended December 31,
2017
amounts in millions, except per share amounts
2016
2018
2015
Summary Statement of Operations Data:
Revenue (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,292 8,040 7,594
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,470 1,511 1,394
(591)
Interest expense (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Share of earnings (loss) of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . $
104
Realized and unrealized gains (losses) on financial instruments, net . . $
(88)
Net earnings (loss) attributable to the noncontrolling interests . . . . . $
536
Net earnings (loss) from continuing operations attributable to
(606)
18
40
334
(657)
6
(315)
241
5,276 4,795
954
1,734
(328)
(362)
(40)
14
(140)
37
184
244
Liberty Media Corporation stockholders (2)
Liberty Media Corporation common stock . . . . . . . . . . . . . . . . . . . . $ NA
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .
494
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(77)
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . .
(311)
106
$
NA
NA
676 1,124
(25)
5
(150)
255
531 1,354
377
297
(30)
36
680
64
NA
NA
NA
64
Basic earnings (loss) from continuing operations attributable to
Liberty Media Corporation stockholders per common share (2):
Series A, B and C Liberty Media Corporation common stock . . . . $ NA NA NA
Series A, B and C Liberty SiriusXM common stock . . . . . . . . . . . .
Series A, B and C Liberty Braves common stock . . . . . . . . . . . . . .
Series A, B and C Liberty Formula One common stock . . . . . . . . .
1.55
(1.51)
(1.35)
2.04
0.10
(0.65)
3.35
(0.51)
1.23
1.13 0.19
NA
0.89
NA
(0.65)
NA
0.43
Diluted earnings (loss) from continuing operations attributable to
Liberty Media Corporation stockholders per common share (2):
Series A, B and C Liberty Media Corporation common stock . . . . $ NA
Series A, B and C Liberty SiriusXM common stock . . . . . . . . . . . .
1.53
Series A, B and C Liberty Braves common stock . . . . . . . . . . . . . .
(1.51)
Series A, B and C Liberty Formula One common stock . . . . . . . . .
(1.35)
NA
2.01
0.10
(0.65)
NA
3.31
(0.51)
1.21
1.12
0.88
(0.65)
0.42
0.19
NA
NA
NA
(1) On February 1, 2019, Sirius XM Holdings purchased all of the outstanding shares of Pandora Media, Inc. for $2.4
billion.
F-4
On January 23, 2017, Liberty acquired a controlling interest in Delta Topco Limited (“Delta Topco”), the parent
company of Formula 1.
See note 5 to the accompanying consolidated financial statements for additional information related to the acquisitions
of Pandora and Formula 1.
(2) During November 2015, Liberty’s board of directors authorized management to pursue a reclassification of the
Company’s common stock into three new tracking stock groups, one to be designated as the Liberty Braves common
stock, one to be designated as the Liberty Media common stock and one to be designated as the Liberty SiriusXM
common stock (the “Recapitalization”), and to cause to be distributed subscription rights related to the Liberty Braves
common stock following the creation of the new tracking stocks. The Recapitalization was completed on April 15,
2016 and the newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select
Market or the OTC Markets, as applicable, on Monday, April 18, 2016. In the Recapitalization, each issued and
outstanding share of Liberty’s existing common stock was reclassified and exchanged for (a) 1 share of the
corresponding series of Liberty SiriusXM common stock, (b) 0.1 of a share of the corresponding series of Liberty
Braves common stock and (c) 0.25 of a share of the corresponding series of Liberty Media common stock on April 15,
2016. Cash was paid in lieu of the issuance of any fractional shares.
Following the creation of the tracking stocks, Series A, Series B and Series C Liberty SiriusXM common stock trade
under the symbols LSXMA/B/K, respectively; Series A, Series B and Series C Liberty Braves common stock trade or
are quoted under the symbols BATRA/B/K respectively; and Series A, Series B and Series C Liberty Media common
stock traded or were quoted under the symbols LMCA/B/K, respectively. Shortly following Liberty’s acquisition of a
controlling interest in Delta Topco, the Liberty Media Group and Liberty Media common stock were renamed the
Liberty Formula One Group (the “Formula One Group”) and the Liberty Formula One common stock, respectively,
and the corresponding ticker symbols for the Series A, Series B and Series C Liberty Media common stock were
changed to FWONA/B/K, respectively.
F-5
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information concerning our results of operations and financial
condition. This discussion should be read in conjunction with our accompanying consolidated financial statements and the
notes thereto. See note 3 in the accompanying consolidated financial statements for an overview of accounting standards
that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements.
Overview
We own controlling and non-controlling interests in a broad range of media and entertainment companies. Our
most significant operating subsidiary, which is a reportable segment, is Sirius XM Holdings Inc. (“Sirius XM Holdings”).
Sirius XM Holdings operates two complementary audio entertainment businesses, Sirius XM and Pandora. Sirius XM
features music, sports, entertainment, comedy, talk, news, traffic and weather channels as well as infotainment services, in
the United States on a subscription fee basis through its two proprietary satellite radio systems and through the internet via
applications for mobile devices, home devices and other consumer electronic equipment. Sirius XM also provides
connected vehicle services and a suite of in-vehicle data services. The Pandora business operates a music, comedy and
podcast streaming discovery platform. Pandora is available as an ad-supported radio service, a radio subscription service,
called Pandora Plus, and an on-demand subscription service, called Pandora Premium.
On September 7, 2016, Liberty, through its indirect wholly owned subsidiary Liberty GR Cayman Acquisition
Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco, the parent
company of Formula 1. The transactions contemplated by the first purchase agreement were completed on September 7,
2016, resulting in the acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis. On
October 27, 2016 under the terms of the first purchase agreement, Liberty acquired an additional incremental equity interest
in Delta Topco, maintaining Liberty’s investment in Delta Topco on an undiluted basis and increasing slightly to 19.1%
on a fully diluted basis. Liberty acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal
number of shares held by certain Formula 1 teams, in a closing under the second purchase agreement (and following the
unwind of the first purchase agreement) on January 23, 2017 (the “Second Closing”). See note 5 to the accompanying
consolidated financial statements for additional information related to the acquisition. Liberty’s interest in Delta Topco
and by extension Formula 1, along with existing Formula 1 cash and debt (which is non-recourse to Liberty), was attributed
to the Formula One Group upon completion of the Second Closing. Formula 1 is a reportable segment.
Our “Corporate and Other” category includes a consolidated subsidiary, Braves Holdings, LLC (“Braves
Holdings”) and corporate expenses. In addition, we hold an ownership interest in Live Nation Entertainment, Inc. (“Live
Nation”), which is accounted for as an equity method investment at December 31, 2019 and is included in corporate and
other. We also maintain minority positions in other public companies.
As discussed in note 2 of the accompanying consolidated financial statements, on April 15, 2016, Liberty
completed the Recapitalization. Upon completion of the Second Closing, as discussed below, the Liberty Media Group
was renamed the Formula One Group.
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. While
the Liberty SiriusXM Group, Liberty Braves Group (the “Braves Group”) and Formula One 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. Therefore, the Liberty SiriusXM Group, Braves Group
and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities
that have been attributed to each respective group. 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 company, such as Sirius XM Holdings, Formula 1 or Live Nation, in which Liberty holds an interest and that is attributed
to a Liberty tracking stock group, such as the Liberty SiriusXM Group or the Formula One 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.
F-6
The term “Liberty SiriusXM Group” does not represent a separate legal entity, rather it represents those
businesses, assets and liabilities that have been attributed to that group. The Liberty SiriusXM Group is primarily
comprised of Liberty’s subsidiary, Sirius XM Holdings, corporate cash, Liberty’s 2.125% Exchangeable Senior
Debentures due 2048, 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 of December 31, 2019, the Liberty SiriusXM Group has cash
and cash equivalents of approximately $493 million, which includes $106 million of subsidiary cash.
Sirius XM Holdings is the only operating subsidiary attributed to the Liberty SiriusXM Group. In the event Sirius
XM Holdings were to become insolvent or file for bankruptcy, Liberty’s management would evaluate the circumstances
at such time and take appropriate steps in the best interest of all of its stockholders, which may not be in the best interest
of a particular group or groups when considered independently. In such a situation, Liberty’s management and its board
of directors would have several approaches at their disposal, including, but not limited to, the conversion of the Liberty
SiriusXM common stock into another tracking stock of Liberty, the reattribution of assets and liabilities among Liberty’s
tracking stock groups or the restructuring of Liberty’s tracking stocks to either create a new tracking stock structure or
eliminate it altogether. On February 1, 2019, Sirius XM Holdings acquired Pandora Media, Inc., which continues to operate
as Pandora Media, LLC (“Pandora”). See note 5 to the accompanying consolidated financial statements for more
information regarding the acquisition of Pandora. Additionally, as discussed below, the Formula One Group retains an
intergroup interest in the Liberty SiriusXM Group.
The term “Braves Group” does not represent a separate legal entity, rather it represents those businesses, assets
and liabilities that have been attributed to that group. The Braves Group is primarily comprised of Braves Holdings, which
indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC,” the “Braves,” or the “Atlanta Braves”) and
certain assets and liabilities associated with ANLBC’s stadium and mixed use development project (the “Development
Project”) and corporate cash. As of December 31, 2019, the Braves Group has cash and cash equivalents of approximately
$142 million, which includes $59 million of subsidiary cash. Additionally, as discussed below, the Formula One Group
retains an intergroup interest in the Braves Group.
The term “Formula One Group” does not represent a separate legal entity, rather it represents those businesses,
assets and liabilities that have been attributed to that group. As of December 31, 2019, the Formula One Group (formerly
the Liberty Media Group) is primarily comprised of all of the businesses, assets and liabilities of Liberty other than those
specifically attributed to the Liberty SiriusXM Group or the Braves Group, including Liberty’s interests in Formula 1 and
Live Nation, cash, Liberty’s 1.375% Cash Convertible Notes due 2023 and related financial instruments, Liberty’s 1%
Cash Convertible Notes due 2023, Liberty’s 2.25% Exchangeable Senior Debentures due 2046 and Liberty’s 2.25%
Exchangeable Senior Debentures due 2048. Following the creation of the tracking stocks and the closing of the Series C
Liberty Braves common stock rights offering, the Formula One Group retains an intergroup interest in the Braves Group
of approximately 15.1%, valued at $268 million as of December 31, 2019. The Formula One Group also has an intergroup
interest in the Liberty SiriusXM Group of approximately 0.2%, valued at $24 million as of December 31, 2019. As of
December 31, 2019, the Formula One Group had cash and cash equivalents of approximately $587 million, which includes
$402 million of subsidiary cash.
Strategies and Challenges of Business Units
Sirius XM Holdings. Sirius XM Holdings is focused on several initiatives to increase its revenue. Sirius XM
Holdings regularly evaluates its business plans and strategy. Currently, its strategies include:
•
•
•
•
•
the acquisition of unique or compelling programming;
the development and introduction of new features or services;
significant new or enhanced distribution arrangements;
investments in infrastructure, such as satellites, equipment or radio spectrum; and
acquisitions and investments, including acquisitions and investments that are not directly related to its
satellite radio business.
F-7
Sirius XM Holdings faces certain key challenges in its attempt to meet these goals, including:
•
•
•
•
•
•
•
its ability to convince owners and lessees of new and previously owned vehicles that include satellite radios
to purchase subscriptions to its service;
potential loss of subscribers due to economic conditions and competition from other entertainment providers;
competition for both listeners and advertisers, including providers of radio and other audio services;
the operational performance of its satellites;
the effectiveness of integration of acquired businesses and assets into its operations;
the performance of its manufacturers, programming providers, vendors, and retailers; and
unfavorable changes in legislation.
Formula 1. Formula 1’s goal is to further broaden and increase the global scale and appeal of the FIA Formula
One World Championship (the “World Championship”) in order to improve the overall value of Formula 1 as a sport and
its financial performance. Key factors of this strategy include:
•
•
•
•
•
•
continuing to seek and identify opportunities to expand and develop the Event calendar and bring Events to
attractive and/or strategically important new markets outside of Europe, which typically have higher race
promotion fees, while continuing to build on the foundation of the sport in Europe;
developing advertising and sponsorship revenue, including increasing sales of Event-based packages and
under the Global Partner program, and exploring opportunities in underexploited product categories;
capturing opportunities created by media’s evolution, including the growth of social media and the
development of Formula 1’s digital media assets;
building up the entertainment experience for fans and engaging with new fans on a global basis to further
drive race attendance and television viewership; and
improving the on-track competitive balance of the World Championship and the long term financial stability
of the participating Teams; and
improving the environmental sustainability of Formula One and its related activities, targeting a net zero
carbon footprint by 2030 and sustainable race events by 2025.
F-8
Results of Operations—Consolidated
General. We provide in the tables below information regarding our Consolidated Operating Results and Other
Income and Expense, as well as information regarding the contribution to those items from our reportable segments. The
“corporate and other” category consists of those assets or businesses which do not qualify as a separate reportable segment.
For a more detailed discussion and analysis of the financial results of our principal reportable segment, see “Results of
Operations—Businesses” below.
Consolidated Operating Results
Years ended December 31,
2019
2018
2017
Revenue
Liberty SiriusXM Group
amounts in millions
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,794 5,771 5,425
5,425
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . .
7,794
5,771
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
476
476
442
442
386
386
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,783
1,783
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,292 8,040 7,594
2,022
2,022
1,827
1,827
Operating Income (Loss)
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,578 1,659 1,588
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(41)
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . .
1,547
(34)
1,544
(39)
1,620
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(39)
(39)
1 (113)
(113)
1
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
(57)
(40)
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,470 1,511 1,394
(68)
(42)
(110)
17
(52)
(35)
Adjusted OIBDA
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,453 2,233 2,109
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15)
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . .
2,094
(17)
2,436
(16)
2,217
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
49
88
88
2
2
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . .
438
(41)
397
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,931 2,680 2,493
482
(36)
446
400
(25)
375
F-9
Revenue. Our consolidated revenue increased $2,252 million and $446 million for the years ended
December 31, 2019 and 2018, respectively, as compared to the corresponding prior year periods. The 2019 increase was
driven by revenue growth at Sirius XM Holdings (primarily as a result of the Pandora acquisition), Formula 1 and Braves
Holdings of $2,023 million, $195 million and $34 million, respectively. The 2018 increase was driven by revenue growth
at Sirius XM Holdings, Braves Holdings and Formula 1 of $346 million, $56 million and $44 million, respectively. See
“Results of Operations—Businesses” below for a more complete discussion of the results of operations of Sirius XM
Holdings, Formula 1 and Braves Holdings.
Operating income. Our consolidated operating income decreased $41 million and increased $117 million for
the years ended December 31, 2019 and 2018, respectively, as compared to the corresponding prior year periods. The 2019
decrease was driven by $81 million and $40 million decreases in Sirius XM Holdings and Braves Holdings operating
results, respectively, partially offset by a $85 million improvement in Formula 1’s operating results. The 2019 increase in
corporate and other operating losses for Formula One Group was driven by increases in personnel related costs. Operating
losses decreased $114 million and operating income increased $71 million for Braves Holdings and Sirius XM Holdings,
respectively, and operating losses increased $85 million for Formula 1 during 2018 as compared to the prior year. The
2018 decrease in corporate and other operating losses for Formula One Group was driven by costs related to the acquisition
of Formula 1 recognized during the year ended December 31, 2017. See “Results of Operations—Businesses” below for
a more complete discussion of the results of operations of Sirius XM Holdings, Formula 1 and Braves Holdings.
Stock-based compensation. Stock-based compensation includes compensation related to (1) options and stock
appreciation rights for shares of our common stock that are granted to certain of our officers and employees, (2) phantom
stock appreciation rights granted to officers and employees of certain of our subsidiaries pursuant to private equity plans
and (3) amortization of restricted stock grants.
We recorded $291 million, $192 million and $230 million of stock compensation expense for the years ended
December 31, 2019, 2018 and 2017, respectively. The increase in stock compensation expense in 2019 as compared to the
prior year is primarily due to increases of $96 million, $5 million and $3 million at Sirius XM Holdings, Braves Holdings
and Formula 1, respectively. The decrease in stock compensation expense in 2018 as compared to the prior year is primarily
due to decreases of $36 million and $8 million at Braves Holdings and Formula 1, respectively, partially offset by increases
of $9 million at Sirius XM Holdings.
As of December 31, 2019, the total unrecognized compensation cost related to unvested Sirius XM Holdings
stock options and restricted stock units was $415 million. The Sirius XM Holdings unrecognized compensation cost will
be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately
2.4 years.
As of December 31, 2019, the total unrecognized compensation cost related to unvested Liberty equity awards
was approximately $34 million. Such amount will be recognized in our consolidated statements of operations over a
weighted average period of approximately 2.1 years.
See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of
Sirius XM Holdings, Formula 1 and Braves Holdings.
Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also
disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as operating income
(loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements,
restructuring, acquisition and other related costs 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. 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
F-10
with generally accepted accounting principles (“GAAP’). The following table provides a reconciliation of Operating
income (loss) to Adjusted OIBDA:
2019
Years ended December 31,
2018
amounts in millions
2017
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition and other related costs . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,470
1,061
291
25
84
2,931
1,511
905
192
69
3
2,680
1,394
824
230
45
—
2,493
During the year ended December 31, 2019, Sirius XM Holdings recorded a $25 million litigation settlement for
Do-Not-Call litigation. This charge is included in the selling, general and administrative expense line item in the
accompanying consolidated financial statements for the year ended December 31, 2019. During the second quarter of 2018
and during the fourth quarter of 2017, Sirius XM Holdings recorded $69 million and $45 million, respectively, related to
music royalty litigation settlements. As separately reported in note 17 of the accompanying consolidated financial
statements, the $69 million and $45 million of expenses are included in the Revenue share and royalties expense line item
in the accompanying consolidated financial statements for the years ended December 31, 2018 and 2017, respectively. The
aforementioned litigation settlements have been excluded from Adjusted OIBDA for the corresponding periods as these
expenses were not incurred as a part of Sirius XM Holdings’ normal operations for the periods, and these lump sum
amounts do not relate to the on-going performance of the business.
Consolidated Adjusted OIBDA increased $251 million and $187 million for the years ended December 31, 2019
and 2018, respectively, as compared to the corresponding prior year periods. The increase in Adjusted OIBDA in 2019 as
compared to the prior year was primarily due to increases of $220 million and $82 million in Sirius XM Holdings and
Formula 1 Adjusted OIBDA, respectively, partially offset by a $40 million decrease in Braves Holdings Adjusted OIBDA.
The increase in Adjusted OIBDA in 2018 as compared to the prior year was primarily due to increases of $124 million and
$87 million in Sirius XM Holdings and Braves Holdings Adjusted OIBDA, respectively, partially offset by a $38 million
decrease in Formula 1 Adjusted OIBDA. See “Results of Operations—Businesses” below for a more complete discussion
of the results of operations of Sirius XM Holdings, Formula 1 and Braves Holdings.
F-11
Other Income and Expense
Components of Other Income (Expense) are presented in the table below.
Interest expense
Years ended December 31,
2018 2017
2019
amounts in millions
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (435)
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(27)
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(195)
(356)
(15)
(220)
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (657) (606) (591)
(388)
(26)
(192)
Share of earnings (losses) of affiliates
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (24)
18
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(11)
12
17
18
29
78
(3)
104
Realized and unrealized gains (losses) on financial instruments, net
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (41)
(4)
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(270)
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (315)
(1)
(2)
43
40
(16)
—
(72)
(88)
Other, net
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (38)
2
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
25
35
18
78
(11)
3
16
8
$ (957) (470) (567)
Interest expense. Consolidated interest expense increased $51 million and $15 million for the years ended
December 31, 2019 and 2018, respectively, as compared to the corresponding prior year periods. The increase for 2019 as
compared to the prior year was primarily due to an increase in interest expense for the Liberty SiriusXM Group due to an
increase in the average amount of corporate and subsidiary debt outstanding. The increase for 2018 as compared to the
prior year was primarily due to an increase in the average amount of corporate and subsidiary debt outstanding for Liberty
SiriusXM Group and a decrease in the capitalization of interest related to construction of the stadium and mixed-use
facilities as compared to the prior period for Braves Group, partially offset by decreases in interest expense for the Formula
One Group due to decreases in the average amount of corporate and subsidiary debt outstanding.
F-12
Share of earnings (losses) of affiliates. The following table presents our share of earnings (losses) of affiliates:
Years ended December 31,
2018 2017
2019
amounts in millions
Liberty SiriusXM Group
Sirius XM Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . .
(3)
(21)
(24)
(1)
(10)
(11)
29
—
29
Braves Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
18
12
12
78
78
Formula One Group
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
8
12
6
3
14
17
18
(18)
15
(3)
104
$
During the year ended December 31, 2017, an equity method affiliate of Braves Holdings sold a controlling
interest in a subsidiary, resulting in Braves Holdings recording its portion of the gain of $69 million.
Realized and unrealized gains (losses) on financial instruments. Realized and unrealized gains (losses) on
financial instruments are comprised of changes in the fair value of the following:
Debt and equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Debt measured at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of bond hedges . . . . . . . . . . . . . . . . . . . . .
Other derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
(584)
215
(56)
$ (315)
2
130
(94)
2
40
(36)
(126)
72
2
(88)
Years ended December 31,
2018
2019
amounts in millions
2017
The changes in unrealized gains (losses) on debt and equity securities (as defined in note 3 of our accompanying
consolidated financial statements) 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 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.
Liberty issued $1 billion of cash convertible notes in October 2013 which are accounted for at fair value, as
elected by Liberty at the time of issuance of the notes. At the same time, Liberty entered into a bond hedge transaction on
the same amount of underlying shares. These derivatives are marked to fair value on a recurring basis. The primary driver
of the change in the fair value of bond hedges is the change in the fair value of the underlying stock.
The unrealized losses on other derivatives for the year ended December 31, 2019 are primarily due to changes in
the fair value of Formula 1’s interest rate swaps.
Other, net. The decrease in 2019 was primarily due to a $56 million increase in losses on extinguishment of
debt and a $28 million decrease in gains on transactions, partially offset by a $8 million increase in gains on dilution of
our investment in Live Nation and a $5 million increase in foreign exchange gains. The increase in 2018 was primarily
F-13
due to a $48 million decrease in losses on early extinguishment of debt and a $17 million increase in gains on transactions,
primarily driven by the sale of the residential portion of Braves Holdings’ mixed-use complex.
Income taxes. Our effective tax rate for the years ended December 31, 2019, 2018 and 2017 was an expense of
32%, expense of 17% and benefit of 129%, respectively. Our effective tax rate for all three years was impacted for the
following reasons:
• During 2019, our effective tax rate was higher than the 21% U.S. federal tax rate due to additional tax expense
related to increases in the Company’s valuation allowance, changes in the Company’s effective state tax rate
and the effect of state income taxes, partially offset by tax benefits related to deductible stock based
compensation, earnings in foreign jurisdictions taxed at rates lower than the 21% U.S. federal tax rate and
federal income tax credits.
• During 2018, our effective tax rate was lower than the 21% U.S. federal tax rate due to deductible stock-
based compensation, benefits related to federal tax credits and the resolution of historical matters with various
tax authorities, partially offset by changes in the valuation allowance and taxable dividends not recognized
for book purposes.
• During 2017, in connection with the initial analysis of the impact of the Tax Cuts and Jobs Act (the “Tax
Act”), as discussed in note 11 of the accompanying consolidated financial statements, the Company recorded
a discrete net tax benefit, primarily driven by the corporate tax rate reduction.
Net earnings. We had net earnings of $347 million, $865 million and $1,890 million for the years ended
December 31, 2019, 2018 and 2017, respectively. The change in net earnings was the result of the above-described
fluctuations in our revenue, expenses and other gains and losses.
Liquidity and Capital Resources
As of December 31, 2019, substantially all of our cash and cash equivalents are invested in U.S. Treasury
securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly
rated financial and corporate debt instruments.
The following are potential sources of liquidity: available cash balances, cash generated by the operating activities
of our privately-owned 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, debt and equity
issuances, available borrowing capacity under margin loans, and dividend and interest receipts.
Liberty currently does not have a corporate debt rating.
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As of December 31, 2019, Liberty’s cash and cash equivalents were as follows:
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . $
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . $
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . $
Cash and Cash
Equivalents
amounts in millions
106
387
493
142
142
402
185
587
To the extent the Company recognizes any taxable gains from the sale of assets we may incur tax expense and be
required to make tax payments, thereby reducing any cash proceeds. Additionally, the Company has a controlling interest
in Sirius XM Holdings which has significant cash flows provided by operating activities, although due to Sirius XM
Holdings being a separate public company and the significant noncontrolling interest, we do not have ready access to its
cash. 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
access to Formula 1’s cash when Formula 1’s 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. The RP test has
been met as of December 31, 2019. However, Formula 1 has not made any distributions to Liberty. If distributions are
made in the future, the RP test, pro forma for such distributions, would have to be met. As of December 31, 2019, Liberty
had $1,000 million available under Liberty’s margin loan secured by shares of Sirius XM Holdings and $470 million
available under Liberty’s margin loan secured by shares of Live Nation. Certain tax consequences may reduce the net
amount of cash that Liberty is able to utilize for corporate purposes. 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.
The cash provided (used) by our continuing operations for the prior three years is as follows:
Years ended December 31,
2019
2018
2017
Cash Flow Information
Liberty SiriusXM Group cash provided (used) by operating activities. . . . . . . $ 1,944
Braves Group cash provided (used) by operating activities . . . . . . . . . . . . . . . .
75
Formula One Group cash provided (used) by operating activities . . . . . . . . . .
294
amounts in millions
1,785
103
268
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . . . . $ 2,313 2,156
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . . . . . $
Liberty SiriusXM Group cash provided (used) by investing activities . . . . . . . $
Braves Group cash provided (used) by investing activities . . . . . . . . . . . . . . . .
Formula One Group cash provided (used) by investing activities . . . . . . . . . . .
384
(107)
37
314
Liberty SiriusXM Group cash provided (used) by financing activities. . . . . . . $ (1,923)
54
Braves Group cash provided (used) by financing activities . . . . . . . . . . . . . . . .
Formula One Group cash provided (used) by financing activities . . . . . . . . . .
96
(756)
159
227
(370)
(1,552)
(212)
(616)
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . $ (1,773) (2,380)
1,849
(42)
(75)
1,732
(1,254)
(221)
(1,662)
(3,137)
(267)
296
1,847
1,876
Liberty’s primary uses of cash during the year ended December 31, 2019 (excluding cash used by Sirius XM
Holdings, Formula 1 and Braves Holdings) was $443 million of Series C Liberty SiriusXM common stock repurchases.
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These repurchases were primarily funded by borrowings of debt, cash proceeds from the sale of investments and dividends
from Sirius XM Holdings.
Sirius XM Holdings’ primary uses of cash were the repurchase and retirement of outstanding Sirius XM Holdings
common stock, repayment of long-term debt, additions to property and equipment and dividends paid to stockholders. The
Sirius XM Holdings uses of cash were funded by cash provided by operating activities, borrowing of debt and cash received
from the acquisition of Pandora. During the year ended December 31, 2019, Sirius XM Holdings declared a cash dividend
each quarter, and paid in cash an aggregate amount of $226 million, of which Liberty received $157 million.
Braves Holdings’ primary use of cash was capital expenditures, funded primarily by cash provided by operating
activities and net borrowings of debt.
Formula 1’s uses of cash were not material during the year ended December 31, 2019.
The projected uses of Liberty cash (excluding Sirius XM Holdings’, Formula 1’s and Braves Holdings’ uses of
cash) are primarily the investment in new or existing businesses, debt service, including further repayment of the margin
loans 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.
We may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities.
Sirius XM Holdings’ uses of cash are expected to be capital expenditures, including the construction of
replacement satellites, working capital requirements, repurchases of outstanding Sirius XM Holdings common stock,
interest payments, taxes and scheduled maturities of outstanding debt. In addition, Sirius XM Holdings’ board of directors
expects to declare regular quarterly dividends. On January 30, 2020, Sirius XM Holdings’ board of directors declared a
quarterly dividend on its common stock in the amount of $0.01331 per share of common stock, payable on February 28,
2020 to stockholders of record at the close of business on February 12, 2020. Liberty expects Sirius XM Holdings to fund
its projected uses of cash with cash on hand, cash provided by operations and borrowings under its existing credit facility.
Formula 1’s uses of cash are expected to be 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.
Braves Holdings’ uses of cash are expected to be expenditures related to the mixed-use development and new
spring training facility. Liberty expects Braves Holdings to fund its projected uses of cash with borrowings under its
existing debt instruments, cash provided by operations and through the issuance of new construction loans.
We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Sirius XM Holdings has entered into various programming agreements. Under the terms of these agreements,
Sirius XM Holdings’ obligations include fixed payments, advertising commitments and revenue sharing arrangements.
Sirius XM Holdings’ future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore,
they are not included in the schedule of contractual obligations below.
The Atlanta Braves have entered into long-term employment contracts with certain of their players (current and
former), coaches and executives whereby such individuals’ compensation is guaranteed. Amounts due under guaranteed
contracts as of December 31, 2019 aggregated $352 million. See the table below for more detail. In addition to the
foregoing amounts, certain players, coaches and executives may earn incentive compensation under the terms of their
employment contracts.
F-16
Information concerning the amount and timing of required payments, both accrued and off-balance sheet, under
our contractual obligations, excluding uncertain tax positions as it is indeterminable when payments will be made, is
summarized below.
Total
Less than 1 year 2 - 3 years 4 - 5 years After 5 years
Payments due by period
amounts in millions
Consolidated contractual obligations
Long-term debt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,964
Interest payments (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,417
Programming and royalty fees (3) . . . . . . . . . . . . . . . . . . . .
1,859
Lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
914
Employment agreements . . . . . . . . . . . . . . . . . . . . . . . . . . .
352
Other obligations (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
392
Total consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 22,898
67
640
845
90
112
180
1,934
1,595
1,213
767
179
132
93
3,979
6,689
924
150
153
53
36
8,005
6,613
1,640
97
492
55
83
8,980
(1) Amounts are stated at the face amount at maturity of our debt instruments and may differ from the amounts stated in
our consolidated balance sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have
elements which are reported at fair value in our consolidated balance sheet. Amounts do not assume additional
borrowings or refinancings of existing debt.
(2) Amounts (i) are based on our outstanding debt at December 31, 2019, (ii) assume the interest rates on our variable
rate debt remain constant at the December 31, 2019 rates and (iii) assume that our existing debt is repaid at maturity.
(3) Sirius XM Holdings has entered into various programming agreements under which Sirius XM Holdings’ obligations
include fixed payments, advertising commitments and revenue sharing arrangements. Future revenue sharing costs
are dependent upon many factors and are difficult to estimate; therefore, they are not included in the table above. In
addition, Sirius XM Holdings has entered into certain music royalty arrangements that include fixed payments.
(4) Includes amounts related to Sirius XM Holdings’ satellite and transmission, sales and marketing, satellite incentive
payments, and other contractual commitments. Sirius XM Holdings satellite and transmission commitments are
attributable to agreements with third parties to design, build, launch and insure two satellites, SXM-7 and SXM-8.
Sirius XM Holdings has also entered into agreements to operate and maintain satellite telemetry, tracking and control
facilities and certain components of its terrestrial repeater networks. Sirius XM Holdings sales and marketing
commitments primarily relate to payments to sponsors, retailers, automakers and radio manufacturers pursuant to
marketing, sponsorship and distribution agreements to promote the Sirius XM Holdings brand. Boeing Satellite
Systems International, Inc., the manufacturers of certain of Sirius XM Holdings’ in-orbit satellites, may be entitled to
future in-orbit performance payments upon XM-3 and XM-4 meeting their fifteen-year design life, which it expects
to occur. Boeing may also be entitled to up to an additional $10 million if the XM - 4 satellite continues to operate
above baseline specifications during the five years beyond the satellite’s fifteen-year design life. Additionally, Sirius
XM Holdings has entered into various agreements with third parties for general operating purposes.
Critical Accounting Estimates
The preparation of our financial statements in conformity with GAAP requires us 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. Listed below are the accounting estimates that we believe
are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved
and the magnitude of the asset, liability, revenue or expense being reported. All of these accounting estimates and
assumptions, as well as the resulting impact to our financial statements, have been discussed with our audit committee.
Non-Financial Instruments. Our non-financial instrument valuations are primarily comprised of our
determination of the estimated fair value allocation of net tangible and identifiable intangible assets acquired in business
combinations, our annual assessment of the recoverability of our goodwill and other nonamortizable intangibles, such as
trademarks, and our evaluation of the recoverability of our other long-lived assets upon certain triggering events. If the
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carrying value of our long-lived assets exceeds their estimated fair value, we are required to write the carrying value down
to fair value. Any such writedown is included in impairment of long-lived assets in our consolidated statement of
operations. A high degree of judgment is required to estimate the fair value of our long-lived assets. We may use quoted
market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates.
We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement
these valuation techniques. Due to the high degree of judgment involved in our estimation techniques, any value ultimately
derived from our long-lived assets may differ from our estimate of fair value. As each of our operating segments has long-
lived assets, this critical accounting policy affects the financial position and results of operations of each segment.
As of December 31, 2019, the intangible assets not subject to amortization for each of our significant reporting
units were as follows (amounts in millions):
Sirius XM Holdings . . . . . . . . . . . . . . . . .
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated . . . . . . . . . . . . . . . . . . . . . . .
Goodwill FCC Licenses Other Total
8,600
—
—
8,600
$ 15,803
3,956
180
$ 19,939
1,262
—
143
1,405
25,665
3,956
323
29,944
We perform our annual assessment of the recoverability of our goodwill and other nonamortizable intangible
assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have
occurred. The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely
than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is
necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to
bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment
test. The entity may resume performing the qualitative assessment in any subsequent period. In evaluating goodwill on a
qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors
as identified in the relevant accounting guidance to determine whether it is more likely than not that an indicated
impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic
conditions, industry specific conditions, market changes, increased competition, increased costs in doing business,
management challenges, the legal environments and how these factors might impact company specific performance in
future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units
that have been made at various points throughout the current and prior year for other purposes. If based on the qualitative
analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.
Useful Life of Broadcast/Transmission System. Sirius XM Holdings’ satellite system includes the costs of
satellite construction, launch vehicles, launch insurance, capitalized interest, spare satellites, terrestrial repeater network
and satellite uplink facilities. Sirius XM Holdings monitors its satellites for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset is not recoverable.
Sirius XM Holdings operates two in-orbit Sirius satellites, FM - 5 and FM - 6. Sirius XM estimates that its FM - 5
and FM - 6 satellites, launched in 2009 and 2013, respectively, will operate effectively through the end of their depreciable
lives in 2024 and 2028, respectively.
Sirius XM Holdings operates three in-orbit XM satellites, XM - 3, XM - 4 and XM - 5. Sirius XM Holdings estimates
that its XM - 3 and XM - 4 satellites launched in 2005 and 2006, respectively, will reach the end of their depreciable lives in
2020 and 2021, respectively. Sirius XM Holdings has entered into agreements for the design, construction and launch of
two new satellites, SXM-7 and SXM-8, which it plans to launch into geostationary orbits in 2020 as replacements for XM-
3 and XM-4. The XM - 5 satellite that was launched in 2010, is used as an in-orbit spare for the Sirius and XM systems and
is expected to reach the end of its depreciable life in 2025.
Sirius XM Holdings’ satellites have been designed to last fifteen-years. Sirius XM Holdings’ in-orbit satellites
may experience component failures which could adversely affect their useful lives. Sirius XM Holdings monitors the
operating condition of its in-orbit satellites. If events or circumstances indicate that the depreciable lives of its in-orbit
F-18
satellites have changed, the depreciable life will be modified accordingly. If Sirius XM Holdings were to revise its
estimates, depreciation expense would change.
Income Taxes. We are required to estimate the amount of tax payable or refundable for the current year and the
deferred income tax liabilities and assets for the future tax consequences of events that have been reflected in our financial
statements or tax returns for each taxing jurisdiction in which we operate. This process requires our management to make
judgments regarding the timing and probability of the ultimate tax impact of the various agreements and transactions that
we enter into. Based on these judgments we may record tax reserves or adjustments to valuation allowances on deferred
tax assets to reflect the expected realizability of future tax benefits. Actual income taxes could vary from these estimates
due to future changes in income tax law, significant changes in the jurisdictions in which we operate, our inability to
generate sufficient future taxable income or unpredicted results from the final determination of each year’s liability by
taxing authorities. These changes could have a significant impact on our financial position.
Results of Operations—Businesses
Liberty SiriusXM Group
Sirius XM Holdings Sirius XM Holdings operates two complementary audio entertainment business, Sirius
XM and Pandora.
Sirius XM features music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as
infotainment services, in the United States on a subscription fee basis. The Sirius XM service is distributed through its two
proprietary satellite radio systems and through the internet via applications for mobile devices, home devices and other
consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and its website. The
Sirius XM service is also available through a user interface called “360L,” that combines Sirius XM’s satellite and
streaming services into a single, cohesive in-vehicle entertainment experience.
Sirius XM’s primary source of revenue is subscription fees, with most of its customers subscribing to monthly,
quarterly, semi-annual or annual plans. Sirius XM also derives revenue from advertising on select non-music channels,
direct sales of Sirius XM’s satellite radios and accessories, and other ancillary services. As of December 31, 2019,
Sirius XM had approximately 35 million subscribers.
In addition to Sirius XM’s audio entertainment businesses, it provides connected vehicle services to several
automakers and directly to consumers through aftermarket devices. These services are designed to enhance the safety,
security and driving experience of consumers. Sirius XM also offers a suite of data services that includes graphical weather,
fuel prices, sports schedules and scores and movie listings, a traffic information service that includes information as to
road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time
weather services in vehicles, boats and planes.
Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius
XM Canada”). Sirius XM Canada's subscribers are not included in Sirius XM’s subscriber count or subscriber-based
operating metrics.
Pandora operates a music, comedy and podcast streaming discovery platform, offering a personalized experience
for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected
devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and
expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand.
Pandora is available as an ad-supported radio service, a radio subscription service, called Pandora Plus, and an on-demand
subscription service, called Pandora Premium. As of December 31, 2019, Pandora had approximately 6.2 million
subscribers.
The majority of Pandora’s revenue is generated from advertising on its ad-supported radio service. In addition,
through AdsWizz Inc. (“AdsWizz”), Pandora provides a comprehensive digital audio advertising technology platform,
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which connects audio publishers and advertisers. As of December 31, 2019, Pandora had approximately 63.5 million
monthly active users.
Results of Operations - Actual
We acquired a controlling interest in Sirius XM Holdings on January 18, 2013 and applied purchase accounting
and consolidated the results of Sirius XM Holdings from that date. The results presented below include the impacts of
acquisition accounting adjustments in all periods presented. In addition, the results below include the financial results of
Pandora from the date of acquisition by Sirius XM Holdings, February 1, 2019. As of December 31, 2019, there is an
approximate 28% noncontrolling interest in Sirius XM Holdings, and the net earnings of Sirius XM Holdings attributable
to such noncontrolling interest is eliminated through the noncontrolling interest line item in the consolidated statement of
operations. Sirius XM is a separate publicly traded company and additional information about Sirius XM can be obtained
through its website and its public filings, which are not incorporated by reference herein.
Sirius XM Holdings’ actual operating results were as follows:
Years ended December 31,
2019
2018
2017
amounts in millions
Sirius XM:
Subscriber revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Sirius XM revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 5,644
205
173
165
6,187
5,264
188
155
164
5,771
Pandora:
Subscriber revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Pandora revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
476
1,131
1,607
7,794
—
—
—
5,771
4,990
160
132
143
5,425
—
—
—
5,425
Operating expenses (excluding stock-based compensation included below):
Sirius XM cost of services (excluding litigation settlement) . . . . . . . . . . . . . . . . . . . .
Pandora cost of services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses (excluding litigation settlement) . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition and other related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,378)
(1,006)
(427)
(1,299)
(231)
2,453
(25)
(229)
(84)
(537)
$ 1,578
(2,203)
—
(470)
(759)
(106)
2,233
(69)
(133)
(3)
(369)
1,659
(2,021)
—
(499)
(699)
(97)
2,109
(45)
(124)
—
(352)
1,588
Sirius XM Subscriber revenue includes self-pay and paid promotional subscriptions, U.S. Music Royalty Fees
and other ancillary fees. Subscriber revenue increased 7% and 5% for the years ended December 31, 2019 and 2018,
respectively, as compared to the corresponding prior year periods. The increases were primarily attributable to higher U.S.
Music Royalty Fees due to a higher music royalty rate and higher self-pay subscription revenue as a result of 3% and 5%
increases in the daily weighted average number of subscribers during the years ended December 31, 2019 and 2018,
respectively, as compared to the corresponding prior year periods. The increase for the year ended December 31, 2018 was
partially offset by the impact of the adoption of Accounting Standards Codification Topic 606 (“ASC 606”), effective as
of January 1, 2018.
F-20
Sirius XM Advertising revenue includes the sale of advertising on Sirius XM’s non-music channels. Advertising
revenue increased 9% and 18% for the years ended December 31, 2019 and 2018, respectively, as compared to the
corresponding prior year periods. The increases were primarily due to a greater number of advertising spots sold and
transmitted as well as increases in rates charged per spot.
Sirius XM Equipment revenue includes revenue and royalties for the sale of satellite radios, components and
accessories. Equipment revenue increased 12% and 17% for the years ended December 31, 2019 and 2018, respectively,
as compared to the corresponding prior year periods. The increases were driven by an increase in royalty revenue due to
Sirius XM’s transition to a new generation of chipsets.
Sirius XM Other revenue includes service and advisory revenue from Sirius XM Canada, connected vehicle
services, and ancillary revenue. Other revenue increased 1% and 15% for the years ended December 31, 2019 and 2018,
respectively, as compared to the corresponding prior year periods. The increase for the year ended December 31, 2019,
was driven by higher royalty revenue generated from Sirius XM Canada, partially offset by a decrease in data usage
revenue generated from Sirius XM’s connected vehicle services. The increase for the year ended December 31, 2018 was
driven by higher revenue generated from connected vehicle services and Sirius XM Canada.
Pandora revenue includes actual results for the period from the acquisition date to December 31, 2019. See
“Results of Operations – Pro forma” below for additional information regarding Pandora’s revenue.
Sirius XM Cost of services includes revenue share and royalties, programming and content costs, customer service
and billing expenses and other ancillary costs associated with providing the satellite radio service.
• Revenue Share and Royalties (excluding litigation settlements) includes royalties for transmitting content,
including streaming royalties, as well as automaker, content provider and advertising revenue share. Revenue
share and royalties increased 8% and 14% during 2019 and 2018, respectively, as compared to the prior year
periods. The increase for the year ended December 31, 2019 was driven by overall greater revenue subject
to royalties and revenue share. The increase for the year ended December 31, 2018 was driven by an increase
in the statutory royalty rate applicable to Sirius XM’s use of post-1972 recordings and overall greater revenue
subject to revenue share with the automakers, partially offset by the impact of the adoption of ASC 606,
effective as of January 1, 2018.
• Programming and Content includes costs to acquire, create, promote and produce content. Programming and
content costs increased 10% and 5% during 2019 and 2018, respectively, as compared to the corresponding
prior years. The increases for were driven primarily by increased personnel-related costs and higher music
licensing costs.
• Customer Service and Billing includes costs associated with the operation and management of Sirius XM’s
internal and third party customer service centers and Sirius XM’s subscriber management systems as well as
billing and collection costs, bad debt expense and transaction fees. Customer service and billing expense
increased 4% and decreased 1% during 2019 and 2018, respectively, as compared to the corresponding prior
years. The 2019 increase was driven by increased transaction fees from a larger subscriber base and higher
bad debt expense. The 2018 decrease was primarily driven by lower call center costs due to lower agent rates,
increased customer self-service and improved non-pay process driving lower bad debt expense, partially
offset by increased transaction fees from a larger subscriber base and personnel-related costs.
• Other includes costs associated with the operation and maintenance of Sirius XM’s terrestrial repeater
networks; satellites; satellite telemetry, tracking and control systems; satellite uplink facilities; studios; and
delivery of Sirius XM’s Internet streaming and connected vehicle services as well as costs from the sale of
satellite radios, components and accessories and provisions for inventory allowance attributable to products
purchased for resale in Sirius XM’s direct to consumer distribution channels. Other costs of subscriber
services increased 13% and 8% during the years ended December 31, 2019 and 2018, respectively, as
compared to the corresponding prior years. The 2019 increase was primarily driven by higher cloud hosting
and wireless costs associated with Sirius XM’s streaming services, higher repeater network costs and an
increase in Sirius XM’s inventory reserve, partially offset by lower direct sales to satellite radio and
F-21
connected vehicle consumers. The 2018 increase was primarily driven by higher wireless costs associated
with Sirius XM’s connected vehicle services and higher streaming costs, partially offset by lower direct
satellite radio sales to consumers.
Pandora Cost of services includes revenue share and royalties, programming and content costs, customer service
and billing expenses and other ancillary costs. Pandora cost of services was $1,006 million for the period from the
acquisition date to December 31, 2019. See “Results of Operations – Pro forma” below for additional information regarding
Pandora’s cost of services.
• Revenue Share and Royalties include licensing fees paid for streaming music or other content to Pandora
subscribers and listeners as well as revenue share paid to third party ad servers. Pandora makes payments to third
party ad servers for the period the advertising impressions are delivered or click-through actions occur, and
accordingly, Pandora records this as a cost of service in the related period.
• Programming and Content includes costs to produce live listener events and promote content.
• Customer Service and Billing includes transaction fees on subscription purchases through mobile app stores and
bad debt expense.
• Other includes costs associated with content streaming, maintaining Pandora’s streaming radio and on-demand
subscription services and creating and serving advertisements through third party ad servers.
Subscriber acquisition costs are costs associated with Sirius XM’s satellite radio and include hardware subsidies
paid to radio manufacturers, distributors and automakers, subsidies paid for chipsets and certain other components used in
manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations; and freight. The
majority of subscriber acquisition costs are incurred and expensed in advance of acquiring a subscriber. For the years ended
December 31, 2019 and 2018, subscriber acquisition costs decreased 9% and 6%, respectively, as compared to the
corresponding periods in the prior year. The decreases for both years were driven by reductions to OEM hardware subsidy
rates, lower subsidized costs related to the transition of chipsets and decreases in the volume of satellite radio installations.
Selling, general and administrative (excluding litigation settlement) expense includes costs of marketing,
advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing;
personnel related costs; facilities costs, finance, legal, human resources and information technology costs. Selling, general
and administrative expense increased 71% and 9% for the years ended December 31, 2019 and 2018, respectively, as
compared to the corresponding prior year periods. The increase for the year ended December 31, 2019 was driven by
additional expenses associated with the inclusion of Pandora. The increases for both years were due to additional subscriber
communications and acquisition campaigns. Additional increases during the year ended December 31, 2018 were driven
by retention programs, higher personnel related costs, higher information technology costs and a one-time charge for sales
and use taxes.
Other operating expense includes engineering, design and development costs consisting primarily of
compensation and related costs to develop chipsets and new products and services. For the years ended December 31, 2019
and 2018, other operating expense increased 118% and 9%, respectively, as compared to the corresponding periods in the
prior year. The 2019 increase was driven by additional expenses associated with the inclusion of Pandora. The 2018
increase was driven by the continued development of Sirius XM’s streaming product and connected vehicle services.
Litigation settlement for the year ended December 31, 2019 relates to a one-time $25 million litigation settlement
for Do-Not-Call litigation. This charge is included in the selling, general and administrative expense line item in the
accompanying consolidated financial statements for the year ended December 31, 2019. During the year ended December
31, 2018, Sirius XM Holdings recorded a $69 million charge related to the litigation settlement that resolved all outstanding
claims, including ongoing audits, under Sirius XM’s statutory license for sound recordings for the period January 1, 2007
through December 31, 2017. During the fourth quarter of 2017, Sirius XM Holdings recorded $45 million related to music
royalty litigation settlements. These expenses are included in the Revenue share and royalties line item in the
accompanying consolidated financial statements for the years ended December 31, 2018 and 2017. The aforementioned
F-22
litigation settlements have been excluded from Adjusted OIBDA for the corresponding periods as these expenses were not
incurred as a part of Sirius XM Holdings’ normal operations and do not relate to the on-going performance of the business.
Stock-based compensation increased 72% and 7% during the years ended December 31, 2019 and 2018,
respectively, as compared to the corresponding periods in the prior year. The 2019 increase was driven by an increase in
the number of awards granted and the continued vesting of outstanding awards. During the year ended December 31, 2018,
Sirius XM recorded a one-time benefit to stock-based compensation expense as a result of the adoption of ASU 2018-07,
Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This
benefit was more than offset by an increase in stock-based compensation expense due to an increase in the number of
awards granted.
Acquisition related costs represent costs associated with the acquisition of Pandora and related reorganization
costs.
Depreciation and amortization increased 46% and 5% during the years ended December 31, 2019 and 2018,
respectively, as compared to the corresponding periods in the prior year. The 2019 increase was due to increases in
amortization expense attributable to intangibles recognized in connection with the Pandora acquisition and higher
depreciation expense related to additional assets placed in service. The 2018 increase was driven by an increase in
amortization expenses related to capitalized software additions and an increase in depreciation expense due to additional
assets placed in-service.
Results of Operations – Pro forma
Although Pandora’s results are only included in Sirius XM Holdings’ results beginning on February 1, 2019, we
believe a discussion of Sirius XM and Pandora’s combined results for all periods presented promotes a better understanding
of the overall results of the combined businesses. For comparative purposes, we are presenting the pro forma results of
Sirius XM Holdings for the years ended December 31, 2019, 2018 and 2017. The pro forma financial information was
prepared based on the historical financial information of Sirius XM Holdings (as disclosed above) and Pandora and
assuming the acquisition of Pandora took place on January 1, 2017. The pro forma results primarily include adjustments
related to amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs and
associated tax impacts. The financial information below is presented for illustrative purposes only and does not purport to
represent the actual results of operations of Sirius XM Holdings had the business combination occurred on January 1,
2017, or to project the results of operations of Sirius XM Holdings or Liberty for any future periods.
F-23
Sirius XM Holdings’ pro forma operating results were as follows:
Years ended December 31,
2019
2018
2017
amounts in millions
Sirius XM:
Subscriber revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Sirius XM revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 5,644
205
173
172
6,194
5,264
188
155
171
5,778
Pandora:
Subscriber revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Pandora revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
527
1,200
1,727
7,921
478
1,092
1,570
7,348
4,990
160
132
150
5,432
315
1,071
1,386
6,818
Operating expenses (excluding stock-based compensation included below):
Sirius XM cost of services (excluding litigation settlement) . . . . . . . . . . . . . . . . . . . .
Pandora cost of services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses (excluding litigation settlement) . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,378)
(1,104)
(427)
(1,344)
(241)
2,427
(25)
(240)
(552)
$ 1,610
(2,203)
(1,082)
(470)
(1,245)
(217)
2,131
(69)
(244)
(533)
1,285
(2,021)
(951)
(499)
(1,159)
(182)
2,006
(45)
(252)
(505)
1,204
Please refer to the disclosure above regarding changes in Sirius XM revenue.
Pro forma Pandora subscriber revenue includes fees charged for Pandora Plus and Pandora Premium
subscriptions. Pro forma Pandora subscriber revenue increased 10% and 52% during the years ended December 31, 2019
and 2018, respectively, as compared to the corresponding periods in the prior year. The increases were primarily due to
increases in the weighted average number of subscribers and an increase in the average price paid per subscriber due to
the growth of Pandora Premium.
Pro forma Pandora advertising revenue is generated primarily from audio, display and video advertising. Pro
forma Pandora advertising revenue increased 10% and 2% during the years ended December 31, 2019 and 2018,
respectively, as compared to the corresponding periods in the prior year. The 2019 increase was due to growth in Pandora’s
off-platform advertising revenue, increased sell-through percentage, increases in the average price per ad and revenue
growth in the AdsWizz business. The 2018 increase was due to increases in the average price per ad and increases in
Pandora’s off-platform revenue.
Please refer to the disclosure above regarding changes in Sirius XM cost of services.
Pro forma Pandora cost of services includes revenue share and royalties, programming and content costs,
customer service and billing expenses and transmission costs. Pro forma Pandora costs of services increased 2% and 14%
for the years ended December 31, 2019 and 2018, respectively, as compared to the corresponding periods in the prior year.
• Pro forma revenue share and royalties include licensing fees paid for streaming music or other content to
Pandora’s subscribers and listeners as a well as revenue share paid to third party ad servers. Pandora makes
payments to third party ad servers for the period the advertising impressions are delivered or click-through actions
occur, and accordingly, Pandora records this as a cost of service in the related period. Pro forma revenue share
and royalties increased 2% and 12% during the years ended December 31, 2019 and 2018, respectively, as
F-24
compared to the corresponding periods in the prior year. The 2019 increase was primarily attributable to higher
revenue share driven by growth of Pandora’s off platform revenue, partially offset by lower royalty costs resulting
from renegotiated agreements with record labels, music and sound recording copyright holders and distributors.
The 2018 increase was due to minimum guarantee accruals related to Pandora’s direct license agreements with
major independent labels, distributors, performing rights organizations and publishers.
• Pro forma programming and content includes costs to produce live listener events and promote content. Pro forma
programming and content increased 55% and decreased 21% during the years ended December 31, 2019 and
2018, respectively, as compared to the corresponding periods in the prior year. The 2019 increase was primarily
due to increases in personnel related and content costs. The 2018 decrease was primarily attributable to lower
content costs.
• Pro forma customer service and billing includes transaction fees on subscription purchases through mobile app
stores and bad debt expense. Pro forma customer service and billing decreased 11% and increased 44% during
the years ended December 31, 2019 and 2018, respectively, as compared to the corresponding periods in the prior
year. The 2019 decrease was primarily driven by lower bad debt expense due to recoveries and lower transaction
fees. The 2018 increase was primarily driven by higher transaction fees and bad debt expense from higher average
subscriber balances.
• Pro forma other includes costs associated with content streaming, maintaining Pandora’s streaming radio and on-
demand subscription services and creating and serving advertisements through third party ad servers. Pro forma
other costs increased 21% and 4% during the years ended December 31, 2019 and 2018, respectively, as compared
to the corresponding periods in the prior year. The increases for both periods were driven by increased web hosting
costs. The 2019 increase was also driven by increased personnel related costs.
Please refer to the disclosure above regarding changes in subscriber acquisition costs.
Pro forma selling, general and administrative expenses (excluding litigation settlement) includes costs of
marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist
marketing; personnel costs; facilities costs, finance, legal, human resources and information technology costs. For the years
ended December 31, 2019 and 2018, pro forma selling, general and administrative expense increased 8% and 7%,
respectively, as compared to the corresponding periods in the prior year. The increases for both years were due to additional
subscriber communications and acquisition campaigns. The increase for the year ended December 31, 2019 was also driven
by higher rent. Additional increases during the year ended December 31, 2018 were driven by retention programs and
higher legal and consulting costs.
Pro forma other operating expenses include engineering, design and development costs consisting primarily of
compensation and related costs to develop chipsets and new products and services, including streaming and connected
vehicle services, research and development for broadcast information systems and costs associated with the incorporation
of Sirius XM’s radios into new vehicles manufactured by automakers. For the years ended December 31, 2019 and 2018,
pro forma other operating expenses increased approximately 11% and 19%, respectively, as compared to the corresponding
periods in the prior year. The increases were driven by higher personnel-related costs. The increase for the year ended
December 31, 2018 was also driven by the continued development of Sirius XM Holdings’ streaming products and
connected vehicle services.
Please refer to the disclosure above regarding litigation settlement expenses.
Pro forma stock-based compensation decreased 2% and 3% during the years ended December 31, 2019 and 2018,
respectively, as compared to the corresponding periods in the prior year. The 2019 decrease was primarily due to decreases
in Pandora’s stock-based compensation. The 2018 decrease was partially offset by an increase in Sirius XM’s stock-based
compensation.
F-25
Pro forma depreciation and amortization expense increased 4% and 6% for the years ended December 31, 2019
and 2018, respectively, as compared to the corresponding periods in the prior year. The increases were driven by higher
depreciation costs related to additional assets placed in service.
Formula One Group
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 with various Events. Formula 1 is responsible for the commercial
exploitation and development of the World Championship. Formula 1 derives its primary revenue from the commercial
exploitation and development of the World Championship through a combination of entering into race promotion,
broadcasting and advertising and sponsorship arrangements. A significant majority of the race promotion, broadcasting
and advertising and sponsorship contracts specify payments in advance and annual increases in the fees payable over the
course of the contracts.
Liberty acquired a controlling interest in Formula 1 on January 23, 2017 and applied acquisition accounting and
consolidated the results of Formula 1 from that date. Prior to the acquisition of our controlling interest, we maintained an
investment in Formula 1 since September 7, 2016, which was accounted for as a cost method investment. Although
Formula 1’s results are only included in Liberty’s results since January 23, 2017, we believe a discussion of Formula 1’s
results for all periods presented promotes a better understanding of the overall results of its business. For comparison and
discussion purposes, we are presenting the pro forma results of Formula 1 for the full year ended December 31, 2017,
inclusive of acquisition accounting adjustments. The pro forma financial information was prepared based on the historical
financial information of Formula 1 and assuming the acquisition of Formula 1 took place on January 1, 2016. The pro
forma adjustments have been made solely for the purpose of providing comparative pro forma financial information. The
financial information below is presented for illustrative purposes only and does not purport to represent the actual results
of operations of Formula 1 had the business combination occurred on January 1, 2016, or to project the results of operations
of Liberty for any future periods. The pro forma adjustments are based on available information and certain assumptions
that Liberty management believes are reasonable. The pro forma adjustments are directly attributable to the business
combination and are expected to have a continuing impact on the results of operations of Liberty.
Formula 1’s operating results were as follows:
2019
(actual)
Years ended December 31,
2018
(actual)
amounts in millions
2017
(pro forma)
Primary Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,664
358
2,022
Operating expenses (excluding stock-based compensation
included below):
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1,393)
(147)
482
(19)
(446)
17
1,487
340
1,827
(1,273)
(154)
400
(16)
(452)
(68)
1,483
301
1,784
(1,221)
(125)
438
(24)
(451)
(37)
Number of Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
21
20
Primary Formula 1 revenue is derived from the commercial exploitation and development of the World
Championship through a combination of race promotion fees (earned from granting the rights to host, stage and promote
each Event on the World Championship calendar), broadcasting fees (earned from licensing the right to broadcast Events
F-26
on television and other platforms, including the internet) and advertising and sponsorship fees (earned from the sale of
World Championship and Event-related advertising and sponsorship rights).
Primary Formula 1 revenue increased $177 million and $4 million during the years ended December 31, 2019
and 2018, respectively, as compared to the corresponding periods in the prior year.
The increase for the year ended December 31, 2019 was primarily driven by an increase in broadcasting revenue
due to contractual increases in fees, partially offset by the net adverse impact of weaker foreign currency exchange rates
used to translate broadcasting fees that were not denominated in U.S. Dollars. Additionally, advertising and sponsorship
revenue increased due to revenue from contracts with new customers. Race promotion revenue decreased due to the
financial terms of two race promotion agreements and the net adverse impact of weaker foreign currency exchange rates,
partially offset by contractual increases in a number of contracts.
The increase for the year ended December 31, 2018 was driven by an increase in race promotion fees due to
contractual increases in fees for certain Events and increased economics from contractual arrangements at one Event
(which was fully offset by a decrease in advertising and sponsorship revenue, as discussed below). In addition, broadcasting
revenue increased during the current period as compared to the corresponding period in the prior year due to the favorable
impact of foreign currency exchange rates used to translate Great Britain Pound and Euro-denominated contracts into U.S.
Dollars and the impact of certain contractual rate increases, partially offset by the early termination of one contract with a
failing broadcast rights holder. Advertising and sponsorship revenue decreased during the current period as compared to
the corresponding period in the prior year due to revised contractual arrangements at one Event and non-renewal of another
small sponsorship arrangement, partially offset by revenue from new contracts and increases in existing contracts.
Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to facilitating
the shipment of cars and equipment to and from events outside of Europe, revenue from the sale of tickets to the Formula
One Paddock Club at most Events, support races at Events (either from the direct operation of the F2 and F3 series or from
the licensing of other third party series or individual race events), various television production and post-production
activities, digital and social media services and other ancillary operations.
Other Formula 1 revenue increased $18 million and $39 million during the years ended December 31, 2019 and
2018, respectively, as compared to the corresponding periods in the prior year. The increase in 2019 was due to an increase
in digital media revenue, higher Paddock Club attendance, increased revenue from other Event-based activities and higher
sales of equipment, parts and maintenance and other services to the competing F2 and F3 teams, partially offset by non-
recurring television production revenue recorded in the prior year. The increase in 2018 was primarily attributable to
increases in revenue from the sale of the new F2 chassis, engine and other components to the series’ competing teams due
to 2018 being the first year of the F2 vehicle cycle, higher logistical and travel services revenue, higher digital media and
television production related revenue and increased revenue from hospitality and various fan engagement and other event
based activities.
Cost of Formula 1 revenue consists primarily of team payments. Other costs of Formula 1 revenue include
hospitality costs, which are principally related to catering and other aspects of the production and delivery of the Paddock
Club, and 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. Other costs include annual fees
payable to the Federation Internationale de l’Automobile, advertising and sponsorship commissions and those incurred in
the provision and sale of freight, travel and logistical services, F2 and F3 cars, parts and maintenance services, television
production and post-production services, advertising production services and digital and social media activities. These
costs are largely variable in nature and relate directly to revenue opportunities.
F-27
2019
(actual)
Years ended December 31,
2018
(actual)
amounts in millions
2017
(pro forma)
Team payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other costs of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1,012)
(381)
(1,393)
(913)
(360)
(1,273)
(919)
(302)
(1,221)
Cost of Formula 1 revenue increased approximately $120 million and $52 million during the years ended
December 31, 2019 and 2018, respectively, as compared to the corresponding periods in the prior year.
Team payments increased $99 million and decreased $6 million during the years ended December 31, 2019 and
2018, respectively, as compared to the corresponding periods in the prior year. The increase in team payments during 2019
was attributable to an increase in Primary Formula 1 revenue and the associated impact on the calculation of variable Prize
Fund elements, which are calculated with reference to Formula 1’s revenue and costs. The 2018 decrease was attributable
to a reduction in the variable elements of the Prize Fund.
Other costs of Formula 1 revenue increased $21 million and $58 million during the years ended December 31,
2019 and 2018, respectively, as compared to the corresponding periods in the prior year. The 2019 increase was primarily
due to costs related to various technical initiatives, the continued further development and delivery of digital and social
media products and platforms, increased costs related to the sale of equipment, parts, maintenance and other services to
the competing F2 and F3 teams and higher FIA and hospitality costs. The 2018 increase is primarily due to increased
technical, logistics and travel, hospitality and Formula 2 and GP3 costs associated with the changes in the World
Championship calendar, increased costs associated with sale of the new Formula 2 chassis and components to the
competing Formula 2 teams during the first season of the latest three year Formula 2 cycle, costs associated with increased
fan engagement activities, technical and digital media development and delivery and higher freight and hospitality costs.
Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees,
bad debt expense, rental expense, information technology costs, non-Event-related travel costs, insurance premiums,
maintenance and utility costs and other general office administration costs. Selling, general and administrative expenses
decreased $7 million and increased $29 million during the years ended December 31, 2019 and 2018, respectively, as
compared to the corresponding periods in the prior year. The 2019 decrease was driven by foreign exchange gains and
lower bad debt expense, partially offset by higher personnel and information technology costs. The 2018 increase was
primarily driven by higher marketing and research costs and an increase in bad debt expense.
Stock-based compensation expense relates to costs arising from grants of Series C Liberty Formula One common
stock options and restricted stock units to members of Formula 1 management, subsequent to the acquisition of Formula 1
by Liberty. Stock-based compensation expense increased $3 million and decreased $8 million during the years ended
December 31, 2019 and 2018, respectively, as compared to the corresponding periods in the prior year. The 2019 increase
in stock-based compensation is primarily due to an increase in the number of awards granted.
Depreciation and amortization includes depreciation of fixed assets and amortization of intangible assets.
Depreciation and amortization decreased $6 million during the year ended December 31, 2019 and was relatively flat
during the year ended December 31, 2018, as compared the corresponding periods in the prior year. The 2019 decrease
was primarily due to a decrease in amortization expense related to certain intangible assets acquired in the acquisition of
Formula 1 by Liberty.
Braves Group
Braves Holdings. Braves Holdings is our wholly owned subsidiary that indirectly owns and operates the Atlanta
Braves Major League Baseball club and six minor league baseball clubs (the Gwinnett Stripers, the Mississippi Braves,
the Rome Braves, the Danville Braves, the GCL Braves and the Dominican Summer League). Effective for the 2017
F-28
season, the Braves relocated to a new ballpark in Cobb County, a suburb of Atlanta. The facility is leased from Cobb
County and Cobb-Marietta Coliseum and Exhibit Hall Authority and offers a range of activities and eateries for fans.
Braves Holdings and its affiliates participated in the construction of the new stadium and are participating in the
construction of an adjacent mixed-use development project, which we refer to as the Development Project.
Operating results attributable to Braves Holdings were as follows.
Baseball revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Development revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Operating expenses (excluding stock-based compensation included
below):
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Regular season home games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Postseason home games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31,
2019
2018
2017
amounts in millions
438
38
476
(340)
(82)
54
(15)
(71)
(32)
81
3
404
38
442
(265)
(83)
94
(10)
(76)
8
81
2
371
15
386
(296)
(83)
7
(46)
(67)
(106)
81
—
Revenue includes amounts generated from Braves Holdings’ baseball and development operations. Baseball
revenue is derived from three primary sources: ballpark operations (ticket sales, concessions, corporate sales, retail, suites
and premium seat fees), local broadcast rights and national broadcast rights, licensing and other shared Major League
Baseball (“MLB”) revenue streams. Development revenue is derived from the mixed-use facilities and primarily includes
rental income. For the years ended December 31, 2019 and 2018, revenue increased $34 million and $56 million,
respectively, as compared to the corresponding prior years. Baseball revenue per game increased in 2019 due to increases
in ballpark operations revenue, driven by increases in attendance, and revenue from local and national broadcasting rights.
In addition, one additional postseason home game contributed to higher baseball revenue in 2019. Baseball revenue per
game increased in 2018 due to increases in ballpark operations revenue primarily due to increases in attendance driven by
team performance, including revenue from the 2018 MLB postseason. The 2019 decrease in development revenue
following the sale of the residential portion of the mixed-use facilities in 2018 was offset by increases in retail tenant rental
income and parking revenue during 2019. Development revenue increased during the year ended December 31, 2018 as
compared to the prior year as Braves Holdings had just begun renting the mixed-use facilities in 2017.
Other operating expenses primarily include costs associated with baseball and stadium operations. For the years
ended December 31, 2019 and 2018, other operating expenses increased $75 million and decreased $31 million,
respectively, as compared to the corresponding prior years. The increase in 2019 as compared to 2018 was driven by higher
player salaries, increased baseball operations costs driven by the opening of the new spring training facility and higher
player development costs, increased obligations under MLB’s revenue sharing plan and increased stadium operating costs
driven by concessions. The decrease in 2018 as compared to 2017 was driven by lower player salaries.
Selling, general and administrative expense includes costs of marketing, advertising, finance and related
personnel costs. Selling, general and administrative expense decreased $1 million for the year ended December 31, 2019
as compared to the corresponding prior year due to reduced expenses associated with the residential portion of the mixed-
use complex, which was sold in October 2018. Selling, general and administrative expense was flat for the year ended
December 31, 2018 as compared to the prior year.
F-29
Stock-based compensation increased $5 million and decreased $36 million during the years ended December 31,
2019 and 2018, respectively, as compared to the corresponding prior years. The increase in 2019 as compared to 2018 was
driven by an increase in the fair value of the underlying awards. The decrease in 2018 as compared to 2017 was due to
vesting of outstanding awards in 2017, the start of a new plan period in 2018 and decreases in the fair value of the
underlying awards.
Depreciation and amortization decreased $5 million and increased $9 million during the years ended
December 31, 2019 and 2018, respectively, as compared to the corresponding prior years. The decrease in 2019 as
compared to 2018 is primarily due to decreases in depreciation expense related to the new stadium as a result of the
adoption of ASC 842 and the sale of the residential portion of the mixed-use complex during October 2018 and decreases
in amortization expense related to player contracts. The increase in 2018 as compared to 2017 is due to an increase in
depreciation related to the stadium, which was placed into service on March 21, 2017, partially offset by lower amortization
expense related to international player contracts.
Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to market risk in the normal course of business due to our ongoing investing and financial
activities and the conduct of operations. Market risk refers to the risk of loss arising from adverse changes in stock prices
and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and
future earnings. We have established policies, procedures and internal processes governing our management of market
risks and the use of financial instruments to manage our exposure to such risks.
We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which
include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund
business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future
requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we
believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We
have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to
maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate
swap arrangements when we deem appropriate.
As of December 31, 2019, our debt is comprised of the following amounts:
Variable rate debt
Fixed rate debt
Principal
amount
Weighted avg
interest rate
Principal
amount
dollar amounts in millions
Weighted avg
interest rate
Liberty SiriusXM Group . . . . . . . . $
Braves Group . . . . . . . . . . . . . . . . . $
Formula One Group . . . . . . . . . . . . $
350
237
962
4.0% $
3.4% $
4.2% $
8,948
322
4,145
4.6%
3.9%
3.2%
The Company is exposed to changes in stock prices primarily as a result of our significant holdings in publicly
traded securities. We continually monitor changes in stock markets, in general, and changes in the stock prices of our
holdings, specifically. We believe that changes in stock prices can be expected to vary as a result of general market
conditions, technological changes, specific industry changes and other factors. We periodically use equity collars and other
financial instruments to manage market risk associated with certain investment positions. These instruments are recorded
at fair value based on option pricing models.
At December 31, 2019, the fair value of our marketable debt and equity securities was $353 million. Had the
market price of such securities been 10% lower at December 31, 2019, the aggregate value of such securities would have
been $35 million lower. Additionally, our stock in Live Nation (an equity method affiliate) is a publicly traded security
which is not reflected at fair value in our balance sheet. This security is also subject to market risk that is not directly
reflected in our financial statements.
F-30
Financial Statements and Supplementary Data.
The consolidated financial statements of Liberty Media Corporation are included herein, beginning on Page F - 37.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Controls and Procedures.
In accordance with Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company carried out an evaluation, under the supervision and with the participation of management, including
its chief executive officer and principal accounting and financial officer (the “Executives”), of the effectiveness of its
disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the
Executives concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2019 to
provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms.
See page F - 32 for Management’s Report on Internal Control Over Financial Reporting.
See page F - 33 for Report of Independent Registered Public Accounting Firm for their attestation regarding our
internal control over financial reporting.
Sirius XM Holdings acquired Pandora in February 2019. Except for the changes in internal controls at Pandora,
there has been no change in the Company’s internal control over financial reporting that occurred during the three months
ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, its internal control over
financial reporting.
Other Information.
None.
F-31
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Liberty Media Corporation’s (the “Company”) management is responsible for establishing and maintaining
adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America. Because of inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The Company’s management assessed the effectiveness of internal control over financial reporting as of
December 31, 2019, using the criteria in Internal Control-Integrated Framework (2013), issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation the Company’s management believes
that, as of December 31, 2019, its internal control over financial reporting is effective.
The Company’s independent registered public accounting firm audited the consolidated financial statements and
related disclosures in the Annual Report and has issued an audit report on the effectiveness of the Company’s internal
control over financial reporting. This report appears on page F - 33 of this Annual Report.
F-32
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Media Corporation and subsidiaries’ (the Company) internal control over financial reporting
as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated
statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period
ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated
February 26, 2020 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Denver, Colorado
February 26, 2020
/s/ KPMG LLP
F-33
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Media Corporation and subsidiaries
(the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive
earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2019, and the
related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the
results of its operations and its cash flows for each of the years in the three year period ended December 31, 2019, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on
criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 26, 2020 expressed an unqualified opinion on
the effectiveness of the Company’s internal control over financial reporting.
Changes in Accounting Principles
As discussed in Note 10 to the consolidated financial statements, the Company has changed its method of
accounting for leases as of January 1, 2019 due to the adoption of Accounting Standard Codification (ASC) Topic 842,
Leases. As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting
for revenue recognition as of January 1, 2018 due to the adoption of ASC Topic 606, Revenue from Contracts with
Customers.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audits provide a reasonable basis for our opinion.
F-34
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the
consolidated financial statements that were communicated or required to be communicated to the audit committee and that
(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they
relate.
Evaluation of the sufficiency of audit evidence over certain subscriber and advertising revenue streams
As disclosed in the consolidated statements of operations, the Company generated $10,294 million of
revenue, of which $5,644 million was Sirius XM subscriber revenue and $1,131 million was Pandora (Pandora
Media, LLC and subsidiaries, the successor to Pandora Media, Inc. and subsidiaries) advertising revenue, for the
year ended December 31, 2019. The Company’s accounting for these subscriber and advertising revenue streams
involve multiple information technology (IT) systems.
We identified the evaluation of the sufficiency of audit evidence related to these subscriber and
advertising revenue streams as a critical audit matter. Evaluating the sufficiency of audit evidence required our
subjective judgment regarding, among other things, the nature and extent of the evidence relating to each revenue
stream, due principally to the number of IT applications utilized in the revenue recognition process to capture and
aggregate the data.
The primary procedures we performed to address this critical audit matter included the following. We
used our judgment to determine the nature and extent of audit procedures to be performed regarding these
subscriber and advertising revenue streams. We tested certain internal controls over the Sirius XM subscriber
revenue and Pandora advertising revenue recognition processes. We involved IT professionals with specialized
skills and knowledge, who assisted in testing certain IT applications and controls used by the Company in its
revenue recognition processes and testing the interface of relevant revenue data between different IT systems
used in the revenue recognition processes.
For each revenue stream within Sirius XM subscriber revenue where procedures were performed, we
developed an estimate of subscriber revenue. These estimates were based on a combination of internal data and
publicly available external data and the estimates were compared to the Company’s recorded amounts. In addition,
we evaluated the relevance and reliability of the internal and external data used to develop those estimates. On a
sample basis, we tested Pandora advertising revenue by tracing the recorded amounts to underlying documents
and to data executed and tracked by third parties. In addition, we evaluated the overall sufficiency of audit
evidence obtained over Sirius XM subscriber and Pandora advertising revenue.
Assessment of the initial fair value measurement of certain intangible assets acquired in the Pandora acquisition
As discussed in Note 5 to the consolidated financial statements, Sirius XM Holdings, Inc. (Sirius XM
Holdings), a consolidated subsidiary, acquired Pandora in February 2019 for total consideration of $2,879 million.
This acquisition resulted in Sirius XM Holdings recording customer relationships, trademark, and software and
technology intangible assets in the consolidated balance sheets. The fair value of these intangible assets was
$1,131 million as of the acquisition date. The determination of the acquisition date fair value of certain of these
intangible assets required Sirius XM Holdings to make key assumptions regarding projected revenue and related
growth rates; the trademark, software and technology royalty rates; the estimated advertising customer attrition
rate; the discount rates; and the remaining useful life of the software and technology intangible asset.
We identified the assessment of the initial fair value measurement of certain intangible assets acquired
in the Pandora acquisition as a critical audit matter. Testing the key assumptions, which were used to estimate the
F-35
fair values, involved a high degree of auditor judgment. The estimated fair values were also sensitive to changes
in these key assumptions.
The primary procedures we performed to address this critical audit matter included the following. We
tested certain internal controls over Sirius XM Holdings' acquisition-date valuation process, including controls
related to the development of the key assumptions. We performed sensitivity analyses to assess the impact of
possible changes to the key assumptions on the acquisition-date fair value of these intangible assets. We evaluated
the growth rates used by Sirius XM Holdings to determine projected revenue by comparing them to industry
benchmarks and publicly available data, as well as third-party market studies. We assessed the advertising
customer attrition rate and the remaining useful life of the software and technology intangible asset based on
historical data of Pandora. We involved a valuation professional with specialized skills and knowledge, who
assisted in:
• Evaluating the discount rates by comparing them to an independently developed range using publicly
available market data for comparable entities;
• Evaluating the royalty rates for trademark, software and technology acquired by comparing them to royalty
rates for similar companies;
• Developing an estimated range of fair values of the advertising customer relationships acquired using Sirius
XM Holdings' cash flow assumptions and an independently developed range of discount rates, and comparing
it to Sirius XM Holdings' fair value estimate; and
• Developing an estimated range of fair values of the trademark, software and technology acquired using Sirius
XM Holdings' revenue assumptions and an independently developed range of discount rates and royalty rates,
and comparing them to Sirius XM Holdings' fair value estimates.
We have served as the Company’s auditor since 2010.
/s/ KPMG LLP
Denver, Colorado
February 26, 2020
F-36
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2019 and 2018
2018
2019
amounts in millions
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Trade and other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in affiliates, accounted for using the equity method (note 7) . . . . . . . . . . . . . . . . . . .
1,222
767
416
2,405
1,625
358
364
360
1,082
1,641
Property and equipment, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,780
(1,518)
2,262
3,765
(1,296)
2,469
Intangible assets not subject to amortization (note 8)
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FCC licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,939
8,600
1,405
29,944
5,940
2,013
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,189
Intangible assets subject to amortization, net (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Current portion of debt (note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,621
60
2,113
94
3,888
Long-term debt, including $3,678 million and $2,487 million measured at fair value,
respectively (note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,416
1,913
1,047
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,264
18,386
8,600
1,074
28,060
5,715
1,861
40,828
1,116
17
2,079
32
3,244
13,371
1,651
864
19,130
See accompanying notes to consolidated financial statements.
(continued)
F-37
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2019 and 2018
Stockholders' equity (notes 12,14 and 16):
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued . . . . . . . . . . . . $
Series A Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000
shares at December 31, 2019; issued and outstanding 103,339,016 shares at December 31,
2019 and 102,809,736 shares at December 31, 2018 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares at
December 31, 2019; issued and outstanding 10,312,639 shares at December 31, 2019
and 10,244,591 shares at December 31, 2018 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A Liberty Formula One common stock, $.01 par value. Authorized 500,000,000
shares at December 31, 2019; issued and outstanding 25,834,334 shares at December 31, 2019
and 25,675,346 shares at December 31, 2018 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty SiriusXM common stock, $.01 par value. Authorized 75,000,000 shares at
December 31, 2019; issued and outstanding 9,808,601 shares at December 31, 2019 and
9,821,531 shares at December 31, 2018 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty Braves common stock, $.01 par value. Authorized 7,500,000 shares at
December 31, 2019; issued and outstanding 981,860 shares at December 31, 2019 and
December 31, 2018 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty Formula One common stock, $.01 par value. Authorized 18,750,000
shares at December 31, 2019; issued and outstanding 2,448,233 shares at December 31, 2019
and 2,453,485 shares at December 31, 2018 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000
shares at December 31, 2019; issued and outstanding 203,324,574 shares at December 31,
2019 and 213,130,922 shares at December 31, 2018 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares
at December 31, 2019; issued and outstanding 39,894,784 shares at December 31, 2019
and 39,740,215 shares at December 31, 2018 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Formula One common stock, $.01 par value. Authorized 500,000,000
shares at December 31, 2019; issued and outstanding 203,366,419 shares at
December 31, 2019 and 202,887,872 shares at December 31, 2018 (note 2) . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive earnings (loss), net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests in equity of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018
2019
amounts in millions
—
—
1
1
—
—
—
—
—
—
—
—
—
—
2
2
—
—
2
2,575
(33)
13,748
16,295
5,630
21,925
2
2,984
(38)
13,644
16,595
5,103
21,698
Commitments and contingencies (note 17)
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,189
40,828
See accompanying notes to consolidated financial statements.
F-38
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations
Years ended December 31, 2019, 2018 and 2017
Revenue:
2019
2018
amounts in millions
2017
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,794 5,771 5,425
1,783
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
386
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,292 8,040 7,594
Operating costs and expenses, including stock-based compensation (note 3):
1,827
442
2,022
476
462
475
199
1,394
427
620
406
382
126
1,273
470
388
2,291 1,394 1,210
388
385
119
1,219
499
409
1,809 1,182 1,147
—
84
1,061
824
8,822 6,529 6,200
1,470 1,511 1,394
3
905
(606)
(657)
18
6
40
(315)
78
9
(957)
(470)
513 1,041
(166)
347
241
106
(591)
104
(88)
8
(567)
827
(176) 1,063
865 1,890
536
334
531 1,354
494
(77)
(311)
106
676
5
(150)
531
1,124
(25)
255
1,354
(continued)
Cost of services (exclusive of depreciation shown separately below):
Revenue share and royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Programming and content . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer service and billing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition and other related costs (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses) on financial instruments, net (note 6) . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the noncontrolling interests . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) attributable to Liberty stockholders (note 2):
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
See accompanying notes to consolidated financial statements.
F-39
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations (Continued)
Years ended December 31, 2019, 2018 and 2017
2019
2018
2017
Basic net earnings (loss) attributable to Liberty stockholders per common share
(notes 2 and 3)
Series A, B and C Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A, B and C Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A, B and C Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.55
(1.51)
(1.35)
2.04
0.10
(0.65)
3.35
(0.51)
1.23
Diluted net earnings (loss) attributable to Liberty stockholders per common share
(notes 2 and 3)
Series A, B and C Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A, B and C Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A, B and C Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.53
(1.51)
(1.35)
2.01
0.10
(0.65)
3.31
(0.51)
1.21
See accompanying notes to consolidated financial statements.
F-40
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Comprehensive Earnings (Loss)
Years ended December 31, 2019, 2018 and 2017
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . .
Credit risk on fair value debt instruments gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of other comprehensive earnings (loss) of equity affiliates . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less comprehensive earnings (loss) attributable to the noncontrolling interests . . . . . . . .
Comprehensive earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . . . . . . $
Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
See accompanying notes to consolidated financial statements.
2019
2018 2017
amounts in millions
347
865
1,890
20
3
(13)
1
11
358
247
111
(34)
(3)
32
(10)
(15)
850
324
526
24
(3)
—
14
35
1,925
544
1,381
512
(74)
(327)
111
663
2
(139)
526
1,142
(28)
267
1,381
F-41
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Cash Flows
Years ended December 31, 2019, 2018 and 2017
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net earnings to net cash provided by operating activities:
2019
2018
2017
amounts in millions
(see note 4)
347
865
1,890
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of (earnings) loss of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized (gains) losses on financial instruments, net . . . . . . . . . . . . . . . . . . . . . . . .
Noncash interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses (gains) on dilution of investment in affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges (credits), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities
Current and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
1,061
312
(6)
315
9
(7)
57
120
8
905
192
(18)
(40)
(1)
1
1
167
(17)
824
230
(104)
88
16
(3)
48
(1,064)
4
(3)
(31)
132
2,156
50
(247)
1,732
100
2,313
Cash proceeds from dispositions of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash (paid) received for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in equity method affiliates and debt and equity securities . . . . . . . . . . . . . . . . . . . . . .
Repayment of loans and other cash receipts from equity method affiliates and debt and
442
313
(29)
399
(2)
(414)
21
(1,754)
(862)
equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
14
—
Capital expended for property and equipment, including internal-use software and website
development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of short term investments and other marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(510)
73
14
314
(403)
—
36
(517)
—
(25)
(370) (3,137)
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of Series C Liberty Formula One common stock . . . . . . . . . . . . . . . . . . .
Series C Liberty SiriusXM common stock repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid in lieu of shares issued for stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash . . . . . . . . . .
854
Net increase (decrease) in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at beginning of period . . . . . . . . . . . . . . . . . . . . . .
452
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,306
6,697
3,617
6,020
(4,871) (4,057) (5,107)
1,938
—
(2,159) (1,314) (1,409)
(60)
(135)
(48)
(1,773) (2,380) 1,876
4
475
572
1,047
(59)
(130)
29
(68)
(211)
(41)
1,047
452
(1)
(595)
—
(466)
—
(443)
See accompanying notes to consolidated financial statements.
F-42
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O
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2019, 2018 and 2017
(1) Basis of Presentation
The accompanying consolidated financial statements of Liberty Media Corporation (formerly named Liberty
Spinco, Inc.; see discussion below pertaining to the Starz Spin-Off (defined below)) (“Liberty,” “we,” “our,” “us” or the
“Company” unless the context otherwise requires) represent a consolidation of certain media and entertainment related
assets and businesses. All significant intercompany accounts and transactions have been eliminated in the consolidated
financial statements.
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. Our significant subsidiaries include
Sirius XM Holdings Inc. (“Sirius XM Holdings”), Formula 1 and Braves Holdings, LLC (“Braves Holdings”). Our
significant investment accounted for under the equity method of accounting is Live Nation Entertainment, Inc. (“Live
Nation”). As discussed in notes 2 and 7, Liberty obtained a nearly 20% interest in Delta Topco Limited (“Delta Topco”),
the parent company of Formula 1, a global motorsports business, during 2016 and acquired the remaining interests, other
than a nominal number of shares held by certain Formula 1 teams, during January 2017.
In January 2013, Starz (which was renamed Starz Acquisition, LLC in connection with its acquisition by Lions
Gate Entertainment Corp. and was formerly known as Liberty Media Corporation) spun-off (the “Starz Spin-Off”) its then-
former wholly-owned subsidiary, which, at the time of the Starz Spin-Off, held all of the businesses, assets and liabilities
of Starz not associated with Starz, LLC (with the exception of the Starz, LLC office building). The transaction was effected
as a pro-rata dividend of shares of Liberty to the stockholders of Starz.
Also in January 2013, Liberty obtained a controlling interest and began consolidating Sirius XM Holdings. Sirius
XM Holdings, since the date of our investment, has repurchased approximately 3.0 billion Sirius XM Holdings shares for
approximately $12.8 billion. On February 1, 2019, Sirius XM Holdings issued shares in conjunction with its acquisition
of Pandora Media, Inc., which continues to operate as Pandora Media, LLC (“Pandora”). See note 5 for more information
regarding the acquisition of Pandora. Liberty continues to maintain a controlling interest in Sirius XM Holdings following
the share repurchases and issuances. As of December 31, 2019, we owned approximately 72% of the outstanding equity
interest in Sirius XM Holdings.
During 2014, Liberty’s board of directors approved the issuance of shares of its Series C Liberty Media
Corporation common stock to holders of its Series A and Series B Liberty Media Corporation common stock, effected by
means of a dividend. On July 23, 2014, holders of Series A and Series B Liberty Media Corporation common stock
received a dividend of two shares of Series C Liberty Media Corporation common stock for each share of Series A or
Series B Liberty Media Corporation common stock held by them as of July 7, 2014. Additionally, in connection with the
Series C Liberty Media Corporation common stock issuance and the Broadband Spin-Off (defined below), outstanding
Series A Liberty Media Corporation common stock warrants have been adjusted, as well as the number of shares covered
by outstanding cash convertible note hedges and purchased call options (the “Bond Hedge Transaction”). See note 9 for
further discussion regarding the warrants and Bond Hedge Transaction.
On November 4, 2014, Liberty completed the spin-off to its stockholders common stock of a newly formed
company called Liberty Broadband Corporation (“Liberty Broadband”) (the “Broadband Spin-Off”). In the Broadband
Spin-Off, record holders of Series A, Series B and Series C Liberty Media Corporation common stock received one share
of the corresponding series of Liberty Broadband common stock for every four shares of common stock held by them as
of the record date for the Broadband Spin-Off, with cash paid in lieu of fractional shares.
During August 2014, Liberty Interactive Corporation (“Liberty Interactive”) completed the distribution of Liberty
TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”) (the “TripAdvisor Spin-Off”). During July 2016, Liberty Interactive
completed the spin-off of CommerceHub, Inc. (“CommerceHub”) (the “CommerceHub Spin-Off”). During November
F-44
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
2016, Liberty Interactive completed the split-off of Liberty Expedia Holdings, Inc. (“Expedia Holdings”) (the “Expedia
Holdings Split-Off”). During March 2018, Liberty Interactive completed the split-off of GCI Liberty, Inc. (“GCI Liberty”)
(the “GCI Liberty Split-Off”) and Liberty Interactive was subsequently renamed Qurate Retail, Inc. (“Qurate Retail”).
Following these transactions, each of these companies operates (or in the case of Starz, CommerceHub and Expedia
Holdings, prior to their respective acquisitions, operated) as separate publicly traded companies, none of which has (or, in
the case of Starz, CommerceHub and Expedia Holdings, had) any stock ownership, beneficial or otherwise, in the other
(except that GCI Liberty owns shares of Liberty Broadband’s Series C non-voting common stock). In connection with the
Split-Off, Starz Spin-Off, TripAdvisor Spin-Off, Broadband Spin-Off, CommerceHub Spin-Off, Expedia Holdings Split-
Off and GCI Liberty Split-Off, Liberty entered into certain agreements with Qurate Retail, Starz, Liberty TripAdvisor,
Liberty Broadband, CommerceHub, Expedia Holdings and GCI Liberty, respectively, in order to govern ongoing
relationships between the companies and to provide for an orderly transition. As a result, these entities are considered
related parties of the Company for accounting purposes through the dates of the respective transactions. These agreements
include Reorganization Agreements (in the case of Qurate Retail, Starz and Liberty Broadband only), Services Agreements
(which, in Starz’s case terminated in April 2017, in CommerceHub’s case, terminated in August 2018 and in Expedia
Holdings case, terminated in July 2019), Facilities Sharing Agreements (excluding Starz and CommerceHub), a Lease
Agreement (in the case of the Starz Spin-Off only) and with respect to Starz and Liberty Broadband, Tax Sharing
Agreements. The Reorganization, Services and Facilities Sharing Agreements entered into with Liberty Interactive were
assigned from Starz to Liberty in connection with the Starz Spin-Off.
The Reorganization Agreements provide for, among other things, provisions governing the relationships between
Liberty and each of Qurate Retail, Starz and Liberty Broadband, respectively, including certain cross-indemnities. Pursuant
to the Services Agreements, Liberty provides Qurate Retail, Liberty TripAdvisor, Liberty Broadband, CommerceHub
(prior to termination), Expedia Holdings (prior to termination) and GCI Liberty with general and administrative services
including legal, tax, accounting, treasury and investor relations support. Qurate Retail, Liberty TripAdvisor, Liberty
Broadband, CommerceHub (prior to termination), Expedia Holdings (prior to termination) and GCI Liberty reimburse
Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and in the case of Qurate Retail,
Qurate Retail’s allocable portion of costs associated with any shared services or personnel based on an estimated
percentage of time spent providing services to Qurate Retail. Liberty TripAdvisor, Liberty Broadband, CommerceHub
(prior to termination), Expedia Holdings (prior to termination) and GCI Liberty reimburse Liberty for shared services and
personnel based on a flat fee. Under the Facilities Sharing Agreements, Liberty shares office space and related amenities
with Qurate Retail, Liberty TripAdvisor, Liberty Broadband, Expedia Holdings (prior to termination) and GCI Liberty at
Liberty’s corporate headquarters. Under these various agreements, approximately $46 million, $30 million and $24 million
of these allocated expenses were reimbursed to Liberty during the years ended December 31, 2019, 2018 and 2017,
respectively. Under the Lease Agreement, Starz leases its corporate headquarters from Liberty. The Lease Agreement with
Starz for their corporate headquarters requires a payment of approximately $4 million annually, subject to certain increases
based on the Consumer Price Index. The Lease Agreement expires on December 31, 2023 and contains an extension option.
In December 2019, Liberty entered into amendments to the Services Agreements with each of Qurate Retail,
Liberty TripAdvisor, Liberty Broadband and GCI Liberty in connection with Liberty’s entry into a new employment
arrangement with Gregory B. Maffei, its President and Chief Executive Officer. Under the amended Services Agreements,
components of his compensation will either be paid directly to him by each of Qurate Retail, Liberty TripAdvisor, Liberty
Broadband and GCI Liberty (collectively, the “Service Companies”) or reimbursed to Liberty, in each case, based on
allocations among Liberty and the Service Companies set forth in the amended Services Agreements.
The Tax Sharing Agreements provide for the allocation and indemnification of tax liabilities and benefits between
Liberty and each of Starz and Liberty Broadband as well as other agreements related to tax matters. Among other things,
pursuant to the Tax Sharing Agreements, Liberty has generally agreed to indemnify Starz and Liberty Broadband for taxes
and losses resulting from the failure of the Starz Spin-Off and the Broadband Spin-Off, respectively, to qualify for tax-free
treatment. However, Starz will be responsible for any such taxes and losses related to the Starz Spin-Off which result
F-45
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
primarily from the breach of certain restrictive covenants made by Starz and Liberty Broadband will be responsible for
any such taxes and losses related to the Broadband Spin-Off which result primarily from the breach of certain restrictive
covenants made by Liberty Broadband. In February 2014, the IRS and Starz entered into a closing agreement which
provided that the Starz Spin-Off qualified for tax-free treatment to Starz and Liberty. In September 2015, Liberty entered
into a closing agreement with the IRS which provided that the Broadband Spin-Off qualified for tax-free treatment.
(2) Tracking Stocks
During November 2015, Liberty’s board of directors authorized management to pursue a reclassification of the
Company’s common stock into three new tracking stock groups, one to be designated as the Liberty Braves common stock,
one to be designated as the Liberty Media common stock and one to be designated as the Liberty SiriusXM common stock
(the “Recapitalization”), and to cause to be distributed subscription rights related to the Liberty Braves common stock
following the creation of the new tracking stocks.
The Recapitalization was completed on April 15, 2016 and the newly issued shares commenced trading or
quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April 18,
2016. In the Recapitalization, each issued and outstanding share of Liberty Media Corporation common stock was
reclassified and exchanged for (a) 1 share of the corresponding series of Liberty SiriusXM common stock, (b) 0.1 of a
share of the corresponding series of Liberty Braves common stock and (c) 0.25 of a share of the corresponding series of
Liberty Formula One common stock on April 15, 2016. Cash was paid in lieu of the issuance of any fractional shares. In
May 2016, the IRS completed its review of the Recapitalization and notified Liberty that it agreed with the nontaxable
characterization of the transaction.
Following the creation of the tracking stocks, Series A, Series B and Series C Liberty SiriusXM common stock
trade under the symbols LSXMA/B/K, respectively; Series A, Series B and Series C Liberty Braves common stock trade
or are quoted under the symbols BATRA/B/K respectively; and Series A, Series B and Series C Liberty Media common
stock traded or were quoted under the symbols LMCA/B/K, respectively. Shortly following the Second Closing (as defined
below) of the acquisition of Formula 1, the Liberty Media Group and Liberty Media common stock were renamed the
Liberty Formula One Group (the “Formula One Group”) and the Liberty Formula One common stock, respectively, and
the corresponding ticker symbols for the Series A, Series B and Series C Liberty Media common stock were changed to
FWONA/B/K, respectively. Each series (Series A, Series B and Series C) of the Liberty SiriusXM common stock trades
on the Nasdaq Global Select Market. Series A and Series C Liberty Braves common stock trade on the Nasdaq Global
Select Stock Market and Series B Liberty Braves common stock is quoted on the OTC Markets. Series A and Series C
Liberty Formula One common stock continue to trade on the Nasdaq Global Select Market and the Series B Liberty
Formula One common stock continues to be quoted on the OTC Markets. Although the Second Closing, and the
corresponding tracking stock name and the ticker symbol change, were not completed until January 23 and 24, 2017,
respectively, historical information of the Liberty Media Group and Liberty Media common stock is referred to herein as
the Formula One Group and Liberty Formula One common stock, respectively.
In addition, following the creation of the new tracking stocks, Liberty distributed to holders of its Liberty Braves
common stock subscription rights to acquire shares of Series C Liberty Braves common stock in order to raise capital to
repay an intergroup note and for working capital purposes. In the rights distribution, Liberty distributed 0.47 of a Series C
Liberty Braves subscription right for each share of Series A, Series B or Series C Liberty Braves common stock held as of
5:00 p.m., New York City time, on May 16, 2016. Fractional Series C Liberty Braves subscription rights were rounded up
to the nearest whole right. Each whole Series C Liberty Braves subscription right entitled the holder to purchase, pursuant
to the basic subscription privilege, one share of Liberty’s Series C Liberty Braves common stock at a subscription price of
$12.80, which was equal to an approximate 20% discount to the trading day volume weighted average trading price of
Series C Liberty Braves common stock for the 18-day trading period ending on May 11, 2016. Each Series C Liberty
Braves subscription right also entitled the holder to subscribe for additional shares of Series C Liberty Braves common
F-46
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
stock that were unsubscribed for in the rights offering pursuant to an oversubscription privilege. The rights offering
commenced on May 18, 2016, which was also the ex-dividend date for the distribution of the Series C Liberty Braves
subscription rights. The rights offering expired at 5:00 p.m. New York City time, on June 16, 2016 and was fully subscribed
with 15,833,634 shares of Series C Liberty Braves common stock issued to those rightsholders exercising basic and, if
applicable, oversubscription privileges. Approximately $150 million of the proceeds from the rights offering were used to
repay the outstanding balance on an intergroup note and accrued interest to Liberty. The remaining proceeds were used for
development costs attributed to the Braves Group. In September 2016, the IRS completed its review of the distribution of
the Series C Liberty Braves subscription rights and notified Liberty that it agreed with the nontaxable characterization of
the distribution.
Additionally, as a result of the Recapitalization, Liberty’s 1.375% Cash Convertible Senior Notes due 2023 are
now convertible into cash based on the product of the conversion rate specified in the indenture and the basket of tracking
stocks into which each outstanding share of Series A Liberty Media Corporation common stock was reclassified (the
“Securities Basket”). The Series A Liberty Braves common stock component of the Securities Basket was subsequently
adjusted pursuant to anti-dilution adjustments arising out of the distribution of subscription rights to purchase shares of
Series C Liberty Braves common stock made to all holders of Liberty Braves common stock. Furthermore, the Company
entered into amended agreements with the counterparties with regard the Recapitalization-related adjustments to the
outstanding Series A Liberty Media Corporation common stock warrants as well as the outstanding cash convertible note
hedges and purchased call options. See note 9 for a more detailed discussion of the amendments made to these financial
instruments as a result of the Recapitalization.
As discussed in more detail in note 5, on September 7, 2016 Liberty, through its indirect wholly owned subsidiary
Liberty GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the
acquisition of Delta Topco. The transactions contemplated by the first purchase agreement were completed on
September 7, 2016, resulting in the acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted
basis. On October 27, 2016 under the terms of the first purchase agreement, Liberty acquired an additional incremental
equity interest of Delta Topco, maintaining Liberty’s investment in Delta Topco on an undiluted basis and increasing
slightly to 19.1% on a fully diluted basis. Liberty’s interest in Delta Topco and by extension Formula 1 is attributed to the
Liberty Formula One Group (the “Formula One Group”). Liberty acquired 100% of the fully diluted equity interests of
Delta Topco, other than a nominal number of shares held by certain Formula 1 teams, in a closing under the second
purchase agreement (following the unwind of the first purchase agreement) on January 23, 2017 (the “Second Closing”).
Liberty’s acquired interest in Formula 1, along with existing Formula 1 cash and debt (which is non-recourse to Liberty),
is attributed to the Formula One Group.
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. While
the Liberty SiriusXM Group, Liberty Braves Group (the “Braves Group”) and Formula One 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. Therefore, the Liberty SiriusXM Group, Braves Group
and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities
that have been attributed to each respective group. 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 Sirius XM Holdings or Live Nation, in which Liberty holds an interest and that is attributed to
a Liberty tracking stock group, such as the Liberty SiriusXM Group or the Formula One 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 SiriusXM common stock is intended to track and reflect the separate economic performance of the
businesses, assets and liabilities attributed to the Liberty SiriusXM Group: its subsidiary Sirius XM Holdings, corporate
F-47
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
cash, Liberty’s 2.125% Exchangeable Senior Debentures due 2048, Liberty’s 2.75% Exchangeable Senior Debentures due
2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. The Formula One
Group holds an intergroup interest in the Liberty SiriusXM Group. As of December 31, 2019, the Liberty SiriusXM Group
has cash and cash equivalents of approximately $493 million, which includes $106 million of subsidiary cash.
The Liberty Braves common stock is intended to track and reflect the separate economic performance of the
businesses, assets and liabilities attributed to the Braves Group: its subsidiary, Braves Holdings, which indirectly owns the
Atlanta Braves Major League Baseball Club (“ANLBC” or the “Atlanta Braves”) and certain assets and liabilities
associated with ANLBC’s stadium and mixed use development project (the “Development Project”) and cash. The
Formula One Group holds an intergroup interest in the Braves Group. As of December 31, 2019, the Braves Group has
cash and cash equivalents of approximately $142 million, which includes $59 million of subsidiary cash.
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 include all of the businesses, assets and
liabilities of Liberty other than those specifically attributed to the Braves Group or the Liberty SiriusXM Group, including
Liberty’s interests in Formula 1 and Live Nation, cash, intergroup interests in the Liberty SiriusXM Group and the Braves
Group, Liberty’s 1.375% Cash Convertible Notes due 2023 and related financial instruments, Liberty’s 1% Cash
Convertible Notes due 2023, Liberty’s 2.25% Exchangeable Senior Debentures due 2046 and Liberty’s 2.25%
Exchangeable Senior Debentures due 2048. As of December 31, 2019, the Formula One Group has cash and cash
equivalents of approximately $587 million, which includes $402 million of subsidiary cash.
As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves
Group. As a result of the rights offering, the number of notional shares representing the intergroup interest held by the
Formula One Group was adjusted to 9,084,940, representing a 15.1% intergroup interest in the Braves Group at
December 31, 2019. In addition, during the fourth quarter of 2019, the Formula One Group began purchasing shares of
Liberty SiriusXM common stock. As of December 31, 2019, the number of notional shares representing the intergroup
interest held by the Formula One Group was 493,278, representing a 0.2% intergroup interest in the Liberty SiriusXM
Group. The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of
common stock; rather, the Formula One Group has attributed interests in the Braves Group and the Liberty SiriusXM
Group which are generally stated in terms of a number of shares of Liberty Braves common stock and Liberty Sirius XM
common stock, respectively, issuable to the Formula One Group with respect to its interests in the Braves Group and
Liberty SiriusXM Group, respectively. The intergroup interests may be settled, at the discretion of the Company’s board
of directors, through the transfer of newly issued shares of Liberty Braves common stock and Liberty SiriusXM common
stock, respectively, cash and/or other assets to the Formula One Group. Accordingly, the intergroup interests attributable
to the Formula One Group are presented as assets and the intergroup interests attributable to the Braves Group and Liberty
SiriusXM Group are presented as liabilities in the attributed financial statements and the offsetting amounts between
tracking stock groups are eliminated in consolidation. The intergroup interests will remain outstanding until the
cancellation of the outstanding interests, at the discretion of the Company’s board of directors, through transfer of
securities, cash and/or other assets from the Braves Group or Liberty SiriusXM Group, respectively, to the Formula One
Group.
See page F-106 of this Annual Report for unaudited attributed financial information for Liberty’s tracking stock
groups.
F-48
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
(3) Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash equivalents consist of investments which are readily convertible into cash and have maturities of three
months or less at the time of acquisition.
Receivables
Receivables are reflected net of an allowance for doubtful accounts and sales returns. Such allowance aggregated
$18 million and $20 million at December 31, 2019 and 2018, respectively. Activity in the year ended December 31, 2019
included an increase of $56 million of bad debt charged to expense and $59 million of write-offs. Activity in the year
ended December 31, 2018 included an increase of $68 million of bad debt charged to expense and $60 million of write-
offs. Activity in the year ended December 31, 2017 included an increase of $57 million of bad debt charged to expense
and $55 million of write-offs.
Investments
All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted
market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on
financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement
alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less
impairments) for its equity securities without readily determinable fair values. The total value of marketable debt and
equity securities aggregated $353 million and $1,195 million as of December 31, 2019 and 2018, respectively.
For those investments in affiliates in which the Company has the ability to exercise significant influence, the
equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize
the Company’s share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions
are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the
investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely
manner, the Company records its share of earnings or losses of such affiliate on a lag.
Changes in the Company’s proportionate share of the underlying equity of an equity method investee, which
result from the issuance of additional equity securities by such equity investee, are recognized in the statement of operations
through the other, net line item. To the extent there is a difference between our ownership percentage in the underlying
equity of an equity method investee and our carrying value, such difference is accounted for as if the equity method investee
were a consolidated subsidiary.
The Company continually reviews its equity investments to determine whether a decline in fair value below the
carrying value is other than temporary. The primary factors the Company considers in its determination are the length of
time that the fair value of the investment is below the Company’s carrying value; the severity of the decline; and the
financial condition, operating performance and near term prospects of the investee. In addition, the Company considers
the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; analysts’
ratings and estimates of 12-month share price targets for the investee; changes in stock price or valuation subsequent to
the balance sheet date; and the Company’s intent and ability to hold the investment for a period of time sufficient to allow
for a recovery in fair value. If the decline in fair value is deemed to be other than temporary, the carrying value of the
equity method investment is written down to fair value. In situations where the fair value of an investment is not evident
due to a lack of a public market price or other factors, the Company uses its best estimates and assumptions to arrive at the
F-49
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
estimated fair value of such investment. The Company’s assessment of the foregoing factors involves a high degree of
judgment and accordingly, actual results may differ materially from the Company’s estimates and judgments. Writedowns
for equity method investments are included in share of earnings (losses) of affiliates.
The Company performs a qualitative assessment for equity securities without readily determinable fair values
each reporting period to determine whether the security could be impaired. If the qualitative assessment indicates that an
impairment could exist, we estimate the fair value of the investments, and, to the extent the security’s fair value is less than
its carrying value, an impairment is recorded in the consolidated statements of operations.
Derivative Instruments and Hedging Activities
All of the Company’s derivatives, whether designated in hedging relationships or not, are recorded on the balance
sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and
of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow
hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings
and are recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes
in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in
the fair value of the derivative are recognized in earnings. None of the Company’s derivatives are currently designated as
hedges.
The fair value of certain of the Company’s derivative instruments are estimated using the Black-Scholes model.
The Black-Scholes model incorporates a number of variables in determining such fair values, including expected volatility
of the underlying security and an appropriate discount rate. The Company obtained volatility rates from pricing services
based on the expected volatility of the underlying security over the remaining term of the derivative instrument. A discount
rate was obtained at the inception of the derivative instrument and updated each reporting period, based on the Company’s
estimate of the discount rate at which it could currently settle the derivative instrument. The Company considered its own
credit risk as well as the credit risk of its counterparties in estimating the discount rate. Considerable management judgment
was required in estimating the Black-Scholes variables.
Property and Equipment
Property and equipment consisted of the following:
Estimated Useful Life December 31, 2019 December 31, 2018
amounts in millions
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . . . . . . . . . .
Support equipment . . . . . . . . . . . . . . . . . . . .
Satellite system . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . .
Total property and equipment . . . . . . . .
NA
10 - 40 years
3 - 20 years
15 years
NA
$
$
138
783
630
1,694
535
3,780
183
905
553
1,679
445
3,765
Property and equipment, including significant improvements, is stated at cost. Depreciation is computed using
the straight-line method using estimated useful lives. Depreciation expense for the years ended December 31, 2019, 2018
and 2017 was $271 million, $251 million and $230 million, respectively.
A portion of the interest on funds borrowed to finance the construction of the Braves ballpark and mixed-use
development as well as the launch of Sirius XM Holdings’ satellites and launch vehicles is capitalized. Capitalized interest
F-50
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
is recorded as part of the asset’s cost and depreciated over the asset’s useful life. Capitalized interest costs for the years
ended December 31, 2019 and 2018 was approximately $17 million and $12 million, respectively, which related to the
construction of Sirius XM Holdings’ satellites.
Intangible Assets
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible
assets with indefinite useful lives (collectively, “indefinite lived intangible assets”) are not amortized, but instead are tested
for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed
during the fourth quarter of each year, or more frequently if events and circumstances indicate impairment may have
occurred.
The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely
than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is
necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to
bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment
test. The entity may resume performing the qualitative assessment in any subsequent period.
In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting
unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more
likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there
are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition,
increased costs in doing business, management challenges, the legal environments and how these factors might impact
company specific performance in future periods. As part of the analysis, the Company also considers fair value
determinations for certain reporting units that have been made at various points throughout the current and prior years for
other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company
performs the quantitative impairment test.
The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying
value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate
discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and
timing of expected future cash flows. The cash flows employed in Liberty’s valuation analysis are based on management’s
best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years.
There is no assurance that actual results in the future will approximate these forecasts. If the carrying value of a reporting
unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is
more likely than not that an indefinite-lived intangible asset is impaired. The accounting guidance also allows entities the
option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to
the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period.
If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-
lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the
carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount
equal to that excess.
F-51
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Impairment of Long-lived Assets
The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets
(other than goodwill and indefinite-lived intangibles) to determine whether current events or circumstances indicate that
such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by such asset group, an impairment adjustment is to be recognized. Such
adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company
generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows
using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset
groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried
at the lower of their financial statement carrying amount or fair value less costs to sell.
Noncontrolling Interests
The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount
of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statement of
operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are
recorded in equity.
Revenue Recognition
Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from
Contracts with Customers (“ASC 606”), under the modified retrospective transition method. ASC 606 requires an entity
to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to
customers and also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash
flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized
from costs incurred to obtain or fulfill a contract. ASC 606 replaced most existing revenue recognition guidance in U.S.
generally accepted accounting principles (“GAAP”). Results for reporting periods beginning after January 1, 2018 are
presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the
Company’s historic accounting under ASC 605.
The Company elected to utilize certain practical expedients as permitted under ASC 606. The Company elected
to apply the guidance from ASC 606 only to contracts that were not completed as of January 1, 2018. Completed contracts
are those contracts for which substantially all of the revenue had been recognized under ASC 605. The Company also
elected to utilize the practical expedient for contract modifications. For modified contracts, the Company did not separately
evaluate the effects of each contract modification that occurred prior to January 1, 2018. Instead, the Company reflected
the aggregate effect of all contract modifications (on a contract-by-contract basis) that occurred prior to January 1, 2018
by identifying the satisfied and unsatisfied performance obligations and allocating the transaction price to such
performance obligations.
Sales, value add, and other taxes when collected concurrently with revenue producing activities are excluded from
revenue. Incremental costs of obtaining a contract are expensed when the amortization period of the asset is one year or
less. To the extent the incremental costs of obtaining a contract relate to a period greater than one year, the Company
amortizes such incremental costs in a manner that is consistent with the transfer to the customer of the goods or services
to which the asset relates. If, at contract inception, we determine the time period between when we transfer a promised
good or service to a customer and when the customer pays us for that good or service is one year or less, we do not adjust
the promised amount of consideration for the effects of a significant financing component.
F-52
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
In accordance with ASC 606, the following table illustrates the impact on our reported results in the consolidated
statements of operations assuming we did not adopt ASC 606 on January 1, 2018.
Year ended December 31, 2018
As reported
Balances without
adoption of
ASC 606
Impact of
ASC 606
in millions
Revenue:
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs of subscriber services:
Revenue share and royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,771
442
1,394
470
1,182
(176)
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
865
95
(2)
88
4
(1)
(1)
1
5,866
440
1,482
474
1,181
(177)
866
Our 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 consolidated statement
of operations as the services are provided. Changes in the contract liability balance for Sirius XM Holdings during the year
ended December 31, 2019 were not materially impacted by other factors. The opening and closing balances for our deferred
revenue related to Formula 1 and Braves Holdings was approximately $154 million and $184 million, respectively. The
primary cause for the increase related to the receipt of cash from our customers in advance of satisfying our performance
obligations.
As the majority of Sirius XM Holdings contracts are one year or less, Sirius XM Holdings utilized the optional
exemption under ASC 606 and has not disclosed information about the remaining performance obligations for contracts
which have original expected durations of one year or less. As of December 31, 2019, less than ten percent of the Sirius
XM Holdings total deferred revenue balance related to contracts that extended beyond one year. These contracts primarily
include prepaid data trials which are typically provided for three to five years as well as for self-pay customers who prepay
for their audio subscriptions for up to three years in advance. These amounts will be recognized on a straight-line basis as
Sirius XM Holdings’ services are provided.
Significant portions of the transaction prices for Formula 1 and Braves Holdings 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 $2,047 million in 2020, $1,727
million in 2021, $4,236 million in 2022 through 2027, and $275 million thereafter, primarily recognized through 2035.
We have not included any amounts in the undelivered performance obligations amounts for Formula 1 and Braves Holdings
for those performance obligations that relate to a contract with an original expected duration of one year or less.
F-53
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Below is a summary of the impacts of ASC 606 on Sirius XM Holdings, Formula 1 and Braves Holdings.
Sirius XM Holdings
The following table disaggregates Sirius XM Holdings’ revenue by source:
Subscriber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . . $
6,120
1,336
173
165
7,794
5,264
188
155
164
5,771
Years ended December 31,
2018
2019
in millions
ASC 606 primarily impacts how Sirius XM Holdings accounts for revenue share payments as well as other
immaterial impacts.
Sirius XM Holdings previously recorded revenue share related to paid-trials as Revenue share and royalties
expense. Under the ASC 606, SIRUS XM Holdings has recorded these revenue share payments as a reduction to revenue
as the payments do not transfer a distinct good or service to Sirius XM Holdings.
Activation fees were previously recognized over the expected subscriber life using the straight-line method. Under
ASC 606, activation fees have been recognized over a one month period from activation as the activation fees are non-
refundable and they do not convey a material right. Loyalty payments to major automakers (“OEMs”) were previously
expensed when incurred as subscriber acquisition costs. Under ASC 606, these costs have been capitalized in other current
assets as costs to obtain a contract and these costs will be amortized to subscriber acquisition costs over an average self-
pay subscriber life of that OEM. These changes do not have a material impact to the consolidated financial statements.
The following is a description of the principal activities from which Sirius XM Holdings generates its revenue -
including from self-pay and paid promotional subscribers, advertising, and sales of equipment.
Subscriber revenue. Subscriber revenue consists primarily of subscription fees and other ancillary subscription
based revenue. Revenue is recognized on a straight line basis when the performance obligations to provide each service
for the period are satisfied, which is over time as Sirius XM Holdings’ subscription services are continuously transmitted
and can be consumed by customers at any time. Consumers purchasing or leasing a vehicle with a factory-installed satellite
radio may receive between a three and twelve month subscription to Sirius XM Holdings’ service. In certain cases, the
subscription fees for these consumers are prepaid by the applicable automaker. Prepaid subscription fees received from
automakers or directly from consumers are recorded as deferred revenue and amortized to revenue ratably over the service
period which commences upon sale. Activation fees are recognized over one month as the activation fees are non-
refundable and do not provide for a material right to the customer. There is no revenue recognized for unpaid trial
subscriptions. In some cases, Sirius XM Holdings pays a loyalty fee to the automakers when it receives a certain amount
of payments from self-pay customers acquired from that automaker. These fees are considered incremental costs to obtain
a contract and are therefore recognized as an asset and amortized to Subscriber acquisition costs over an average subscriber
F-54
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
life. Revenue share and loyalty fees paid to an automaker offering a paid trial are accounted for as a reduction of revenue
as the payment does not provide a distinct good or service.
Music royalty fee primarily consists of U.S. music royalty fees (“MRF”) collected from subscribers. The related
costs Sirius XM Holdings incurs for the right to broadcast music and other programming are recorded as revenue share
and royalties expense in the consolidated statements of operations. Fees received from subscribers for the MRF are
recorded as deferred revenue and amortized to revenue ratably over the service period as the royalties relate to the
subscription services which are continuously delivered to Sirius XM Holdings’ customers.
Advertising revenue. Sirius XM Holdings recognizes revenue from the sale of advertising as performance
obligations are satisfied upon delivery of the advertising; therefore, revenue is recognized at a point in time when each
advertising spot is transmitted. Agency fees are calculated based on a stated percentage applied to gross billing revenue
for Sirius XM Holdings’ advertising inventory and are reported as a reduction of advertising revenue. Additionally, Sirius
XM Holdings pays certain third parties a percentage of advertising revenue. Advertising revenue is recorded gross of such
revenue share payments as Sirius XM Holdings controls the advertising service including the ability to establish pricing
and Sirius XM Holdings is primarily responsible for providing the service. Advertising revenue share payments are
recorded to revenue share and royalties during the period in which the advertising is transmitted.
Equipment revenue. Equipment revenue and royalties from the sale of satellite radios, components and
accessories are recognized upon shipment, net of discounts and rebates. Shipping and handling costs billed to customers
are recorded as revenue. Shipping and handling costs associated with shipping goods to customers are reported as a
component of Cost of services.
Other revenue. Other revenue primarily includes revenue recognized from royalties received from Sirius XM
Canada.
Sirius XM Holdings revenue is reported net of any taxes assessed by a governmental authority that is both imposed
on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the consolidated
statements of operations.
Formula 1
The following table disaggregates Formula 1’s revenue by source:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,664
358
2,022
1,487
340
1,827
Years ended December 31,
2018
2019
in millions
Upon entering into a new arrangement, Formula 1 occasionally incurs certain incremental costs of obtaining a
contract. These incremental costs relate to commission amounts that will be paid over the life of the contract for which the
recipient does not have any substantive future performance requirement to earn such commission. Accordingly, the
commission costs will be capitalized and amortized over the life of the contract. Upon adoption of ASC 606, Formula 1
recorded a contract cost asset and a corresponding commission payable.
F-55
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The following is a description of principal activities from which Formula 1 generates its revenue.
Primary revenue. Formula 1 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. Formula 1 derives its primary revenue from the
commercial exploitation and development of the World Championship through a combination of entering into race
promotion, broadcasting and advertising and sponsorship arrangements. Primary revenue derived from the commercial
exploitation of the World Championship is (i) recognized on an event by event basis for those performance obligations
associated with a specific event based on the fees within the underlying contractual arrangement and (ii) recognized over
time for those performance obligations associated with a period of time that is greater than a single specific event (for
example, over the entire race season or calendar year) based on the fees within the underlying contractual arrangement.
Other revenue. Formula 1 earns other revenue from miscellaneous and ancillary sources, primarily related to
administering the shipment of cars and equipment to and from the events outside of Europe and revenue from the sale of
tickets to the Formula One Paddock Club event-based hospitality at certain of the motor races. To the extent such revenue
relates to services provided or rights associated with a specific event, the revenue is recognized upon occurrence of the
related event and to the extent such revenue relates to services provided or rights over a longer period of time, the revenue
is recognized over time.
Braves Holdings
The following table disaggregates Braves Holdings’ revenue by source:
Baseball . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Years ended December 31,
2018
2019
in millions
438
38
476
404
38
442
ASC 606 standard primarily impacted Braves Holdings revenue recognition related to broadcast rights revenue.
Under the old revenue standard, Braves Holdings recognized revenue from its broadcast rights arrangements limited to the
amounts that were not contingent on the provision of future goods or services, which resulted in revenue recognition
approximating the cash received. Upon adoption of ASC 606, Braves Holdings is required to estimate the entire transaction
price of the contractual arrangements and recognize revenue allocated to each of the performance obligations within the
contractual arrangements as those performance obligations are satisfied. Such performance obligations are typically
satisfied over time and result in differences between revenue recognized and cash received, dependent on how far into a
contractual arrangement Braves Holdings is at any given reporting period. ASC 606 resulted in an immaterial change in
revenue recognized during the years ended December 31, 2019 and 2018 and an immaterial effect to the consolidated
balance sheet as compared to the old revenue standard.
The following is a description of principal activities from which Braves Holdings generates its revenue.
Baseball revenue. Revenue for Braves Holdings ticket sales, signage and suites are recognized on a per game
basis during the baseball season based on a pro rata share of total revenue earned during the entire baseball season to the
total number of home games during the season. Broadcasting rights are recognized on a per game basis during the baseball
season based on the pro rata number of games played to date to the total number of games during the season. Concession
and parking revenue are recognized on a per game basis during the baseball season. Major League Baseball (“MLB”)
F-56
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
revenue is earned throughout the year based on an estimate of revenue generated by MLB on behalf of the 30 MLB clubs.
Sources of MLB revenue include distributions from the Major League Central Fund, distributions from MLB Properties
and revenue sharing income, if applicable.
Development revenue. Revenue from Braves Holdings’ minimum rents are recognized on a straight-line basis
over the terms of their respective lease agreements. Some retail tenants are required to pay overage rents based on sales
over a stated base amount during the lease term. Overage rents are only recognized when each tenant’s sales exceed the
applicable sales threshold. Tenants reimburse Braves Holdings for a substantial portion of Braves Holdings operating
expenses, including common area maintenance, real estate taxes and property insurance. Braves Holdings accrues
reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable
expenditures are incurred. Braves Holdings recognizes differences between estimated recoveries and the final billed
amounts in the subsequent year. These differences were not material in any period presented. Sponsorship revenue is
recognized on a straight-line basis over each annual period. Parking revenue is recognized daily based on actual usage.
Cost of Services
Revenue Share
Sirius XM Holdings shares a portion of its subscription revenue earned from self-pay subscribers with certain
automakers. The terms of the revenue share agreements vary with each automaker, but are typically based upon the earned
audio revenue as reported or gross billed audio revenue.
Royalties
For Sirius XM Holdings’ satellite radio business, it pays royalties to the holders of content licenses based on a
percentage of its subscription revenue (subject to certain exclusions) through SoundExchange. Sirius XM Holdings pays
a statutory rate established by the Copyright Royalty Board (“CRB”).
For streaming music and other content, Sirius XM and Pandora pay royalties based on either a per-performance
fee based on the number of sound recordings transmitted, a percentage of revenue associated with a service, or a per-
subscriber minimum amount. Rates paid by Pandora are primarily stipulated in direct license agreements with major and
independent record labels, music publishers and performing rights organizations. Rates paid by Sirius XM are primarily
set by the CRB.
Programming Costs
Programming costs which are for a specified number of events are amortized on an event-by-event basis;
programming costs which are for a specified season or include programming through a dedicated channel are amortized
over the season or period on a straight-line basis. Sirius XM Holdings allocates a portion of certain programming costs
which are related to sponsorship and marketing activities to selling, general and administrative expense on a straight-line
basis over the term of the agreement.
Cost of Formula 1 Revenue
Cost of Formula 1 revenue consists of team payments and hospitality costs, which are principally related to
catering and other aspects of the production and delivery of the Paddock Club, and 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. Other costs include annual Federation Internationale de
F-57
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
l’Automobile regulatory fees, advertising and sponsorship commissions and those incurred in the provision and sale of
freight, travel and logistical services, F2 and F3 cars, parts and maintenance services, television production and post-
production services, advertising production services and digital and social media activities. These costs are largely variable
in nature and relate directly to revenue opportunities.
Subscriber Acquisition Costs
Subscriber acquisition costs consist of costs incurred to acquire new subscribers and include hardware subsidies
paid to radio manufacturers, distributors and automakers, including subsidies paid to automakers who include a satellite
radio and a prepaid subscription to Sirius XM service in the sale or lease price of a new vehicle; subsidies paid for chipsets
and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; commissions
paid to retailers and automakers as incentives to purchase, install and activate radios; product warranty obligations; freight;
and provisions for inventory allowance attributable to inventory consumed in Sirius XM Holdings’ OEM and retail
distribution channels. Subscriber acquisition costs do not include advertising costs, loyalty payments to distributors and
dealers of radios and revenue share payments to automakers and retailers of radios.
Subsidies paid to radio manufacturers and automakers are expensed upon installation, shipment, receipt of product
or activation and are included in subscriber acquisition costs because Sirius XM Holdings is responsible for providing the
service to the customers. Commissions paid to retailers and automakers are expensed upon either the sale or activation of
radios. Chipsets that are shipped to radio manufacturers and held on consignment are recorded as inventory and expensed
as subscriber acquisition costs when placed into production by radio manufacturers. Costs for chipsets not held on
consignment are expensed as subscriber acquisition costs when the automaker confirms receipt.
Stock-Based Compensation
As more fully described in note 14, Liberty has granted to its directors, employees and employees of its
subsidiaries options and restricted stock to purchase shares of Liberty common stock (collectively, “Awards”). The
Company measures the cost of employee services received in exchange for an Award based on the grant-date fair value 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).
Included in the accompanying consolidated statements of operations are the following amounts of stock-based
compensation:
Years ended December 31,
2017
2018
2019
amounts in millions
Cost of services:
Programming and content . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Customer service and billing . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . .
30
4
9
49
199
$ 291
28
4
5
17
138
192
27
4
5
16
178
230
In June 2018, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which
expands the scope of existing accounting guidance for stock-based compensation to include share-based payments made
to nonemployees. The new guidance substantially aligns the accounting for payments made to nonemployees and
F-58
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
employees. Upon adoption, equity classified share-based awards to nonemployees will be measured at fair value on the
grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present
and awards will continue to be classified according to existing accounting guidance upon vesting, which eliminates the
need to reassess classification upon vesting, consistent with awards granted to employees. The guidance is effective for
fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is
permitted. Sirius XM Holdings, the Company’s only subsidiary with nonemployee share-based payment arrangements,
elected to early adopt this guidance effective July 1, 2018. Upon adoption, the previously liability-classified awards were
reclassified to equity. The impact of the adoption of this guidance was a $22 million increase to additional paid-in capital,
$3 million decrease in opening retained earnings, $7 million increase in noncontrolling interest in equity of subsidiaries
and a decrease of $26 million in accounts payable and accrued liabilities.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying value
amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax
credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing
jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered
or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than
not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of an enacted change
in tax rates is recognized in income in the period that includes the enactment date.
When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes
interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest
expense is included in interest expense in the accompanying consolidated statements of operations. Any accrual of
penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the
accompanying consolidated statements of operations.
Earnings Attributable to Liberty 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 that were outstanding for the period at the Company. 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.
F-59
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Series A, Series B and Series C Liberty SiriusXM Common Stock
The basic and diluted EPS calculations are based on the following weighted average outstanding (“WASO”)
shares of common stock. Excluded from diluted EPS for each of the years ended December 31, 2019, 2018 and 2017 are
22 million potentially dilutive shares of Liberty SiriusXM common stock because their inclusion would be antidilutive.
2019
Years ended December 31,
2018
number of shares in millions
2017
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted WASO (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
319
4
323
332
4
336
336
4
340
(a) As discussed in note 2, the Formula One Group has an intergroup interest in the Liberty SiriusXM Group. The
intergroup interest is a quasi-equity interest which is not represented by outstanding shares of common stock; rather,
the Formula One Group has an attributed value in the Liberty SiriusXM Group which is generally stated in terms of a
number of shares of stock issuable to the Formula One Group with respect to its interest in the Liberty SiriusXM
Group. Each reporting period, the notional shares representing the intergroup interest are marked to fair value. As the
notional shares underlying the intergroup interest are not represented by outstanding shares of common stock, such
shares have not been officially designated Series A, B or C Liberty SiriusXM common stock. However, Liberty has
assumed that the notional shares (if and when issued) would be comprised of Series C Liberty SiriusXM common
stock in order to not dilute voting percentages. Therefore, the market price of Series C Liberty SiriusXM common
stock is used for the quarterly mark-to-market adjustment through the unaudited attributed consolidated statements of
operations. The notional shares representing the intergroup interest have no impact on the basic earnings per share
weighted average number of shares outstanding. However, in periods where the Liberty SiriusXM Group has net
earnings, the notional shares representing the intergroup interest are included in the diluted earnings per share WASO
as if the shares had been issued and outstanding during the period. In periods where the Liberty SiriusXM Group has
net earnings, an adjustment is also made to the numerator in the diluted earnings per share calculation for the unrealized
gain or loss incurred from marking the intergroup interest to fair value during the period as follows:
Basic earnings (loss) attributable to Liberty SiriusXM
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized (gain) loss on the intergroup interest . . . . . . . . . . . . . .
Diluted earnings (loss) attributable to Liberty SiriusXM
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
494
—
494
676
NA
676
1,124
NA
1,124
2019
Years ended December 31,
2018
amounts in millions
2017
F-60
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Series A, Series B and Series C Liberty Braves Common Stock
The basic and diluted EPS calculations are based on the following weighted average outstanding shares of
common stock. Excluded from diluted EPS for the years ended December 31, 2019, 2018 and 2017 are 3 million, 2 million
and 2 million potentially dilutive shares of Liberty Braves common stock, respectively, because their inclusion would be
antidilutive.
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . .
Diluted WASO (b) . . . . . . . . . . . . . . . . . . . . . .
2019 (a)
Years ended December 31,
2018
number of shares in millions
51
10
61
51
10
61
2017 (a)
49
10
59
(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) As discussed in note 2, following the Recapitalization and Series C Liberty Braves common stock rights offering, the
number of notional shares representing the Formula One Group’s intergroup interest in the Braves Group was adjusted
to 9,084,940 shares. The intergroup interest is a quasi-equity interest which is not represented by outstanding shares
of common stock; rather, the Formula One Group has an attributed value in the Braves Group which is generally stated
in terms of a number of shares of stock issuable to the Formula One Group with respect to its interest in the Braves
Group. Each reporting period, the notional shares representing the intergroup interest are marked to fair value. As the
notional shares underlying the intergroup interest are not represented by outstanding shares of common stock, such
shares have not been officially designated Series A, B or C Liberty Braves common stock. However, Liberty has
assumed that the notional shares (if and when issued) would be comprised of Series C Liberty Braves common stock
in order to not dilute voting percentages. Therefore, the market price of Series C Liberty Braves common stock is used
for the quarterly mark-to-market adjustment through the unaudited attributed consolidated statements of operations.
The notional shares representing the intergroup interest have no impact on the basic earnings per share weighted
average number of shares outstanding. However, in periods where the Braves Group has net earnings, the notional
shares representing the intergroup interest are included in the diluted earnings per share WASO as if the shares had
been issued and outstanding during the period. In periods where the Braves Group has net earnings, an adjustment is
also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from
marking the intergroup interest to fair value during the period as follows:
2019 (a)
Years ended December 31,
2018
amounts in millions
2017 (a)
Basic earnings (loss) attributable to Liberty Braves
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized (gain) loss on the intergroup interest . . . .
Diluted earnings (loss) attributable to Liberty
Braves shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
(77)
42
(35)
5
24
29
(25)
15
(10)
(a) Unrealized gains on the intergroup interest are excluded from the computation of diluted EPS during periods in which
net losses attributable to the Braves Group are reported since the gain would be antidilutive.
F-61
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Series A, Series B and Series C Liberty Formula One Common Stock
The basic and diluted EPS calculations are based on the following weighted average outstanding shares of
common stock. Excluded from diluted EPS for the years ended December 31, 2019, 2018 and 2017 are 6 million, 8 million
and 5 million potentially dilutive shares of Liberty Formula One common stock, respectively, because their inclusion
would be antidilutive.
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . .
Diluted WASO . . . . . . . . . . . . . . . . . . . . . . . . .
231
2
233
231
1
232
207
4
211
2019 (a)
Years ended December 31,
2018 (a)
number of shares in millions
2017
(a) Unrealized gains on the intergroup interest are excluded from the computation of diluted EPS during periods
in which net losses attributable to the Formula One Group are reported since the gain would be antidilutive.
Reclasses and Adjustments
Certain prior period amounts have been reclassified for comparability with the current year presentation.
Estimates
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, (ii) accounting for income taxes and (iii) the
determination of the useful life of Sirius XM Holdings’ broadcast/transmission system to be its most significant estimates.
The Company holds investments that are accounted for using the equity method. The Company does not control
the decision making process or business management practices of these affiliates. Accordingly, the Company 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, the Company 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 the Company’s consolidated financial statements.
F-62
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
(4) Supplemental Disclosures to Consolidated Statements of Cash Flows
Cash paid for acquisitions:
Years ended December 31,
2019
2018
2017
amounts in millions
Fair value of assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Intangibles not subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangibles subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of equity consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid (received) for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . $
90
1,884
800
(772)
102
(2,417)
(313)
—
3
2
(3)
—
—
2
(484)
4,039
5,499
(5,035)
(475)
(1,790)
1,754
Stock repurchased by subsidiary not yet settled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
—
17
Cash paid for interest, net of amounts capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
585
586
561
Cash paid (received) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
40
(26)
56
The following table reconciles cash and cash equivalents and restricted cash reported in our consolidated balance
sheets to the total amount presented in our consolidated statements of cash flows:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,222
Restricted cash included in other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
27
Restricted cash included in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . $ 1,306
358
70
24
452
1,029
8
10
1,047
Years ended December 31,
2019
2018
2017
amounts in millions
(5) Acquisitions
Sirius XM Holdings acquisition of Pandora
On February 1, 2019, Sirius XM Holdings purchased all of the outstanding shares of Pandora for $2.4 billion, by
converting each outstanding share of Pandora common stock into 1.44 shares of Sirius XM Holdings common stock and
by cancelling Sirius XM Holdings’ investment in Pandora’s preferred stock with a fair value of $524 million, for total
consideration of approximately $2.9 billion. Net cash acquired by Sirius XM Holdings was $313 million. Pandora operates
an internet-based music discovery platform, offering a personalized experience for listeners.
F-63
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The table below shows the value of the consideration paid in connection with the acquisition (in millions, except
for exchange ratio and price per share of Sirius XM Holdings common stock):
Pandora common stock outstanding at January 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Holdings common stock issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Price per share of Sirius XM Holdings common stock as of January 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . $
Value of Sirius XM Holdings common stock issued to Pandora stockholders pursuant to the transactions . . .
Value of Sirius XM Holdings replacement equity awards attributable to pre-combination service . . . . . . .
Sirius XM Holdings' Pandora preferred stock investment cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
272
1.44
392
5.83
2,285
70
524
2,879
The final acquisition price allocation for Pandora is as follows (in millions):
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Trade and other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization, net . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
313
353
109
41
1,553
331
800
213
(324)
(151)
(37)
(28)
(218)
(76)
2,879
(a) In order to present the assets acquired and liabilities assumed, the conversion feature associated with Pandora’s
convertible notes for $62 million has been included within long-term debt in the table above and included within
noncontrolling interest in equity of subsidiaries within the consolidated statement of equity. See note 9 for details
regarding Pandora’s convertible notes.
Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired and
represents synergies and economies of scale expected from the combination of services. None of the acquired goodwill is
expected to be deductible for tax purposes. Pandora’s amortizable intangible assets are comprised of customer relationships
and software and technology, with estimated weighted average useful lives of 8 years and 5 years, respectively. The fair
value assessed for the majority of the remaining assets acquired and liabilities assumed equaled their carrying value.
Additionally, in connection with the acquisition, Sirius XM Holdings acquired gross net operating loss carryforwards of
approximately $1,287 million for federal income tax purposes available to offset future taxable income. The acquired net
operating losses are limited by Section 382 of the Internal Revenue Code. Those limitations are not expected to impact our
ability to fully utilize those net operating losses within the carryforward period.
F-64
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Sirius XM Holdings recognized $84 million of costs related to the acquisition of Pandora during the year ended
December 31, 2019.
The amounts of revenue and net loss of Pandora included in Liberty’s consolidated statement of operations since
the date of acquisition were $1,607 million and $303 million, respectively, for the year ended December 31, 2019.
The unaudited pro forma revenue and net earnings of Liberty, prepared utilizing the historical financial statements
of Pandora, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition
of Pandora discussed above occurred on January 1, 2018, are as follows:
Years ended December 31,
2019
2018
2017
amounts in millions
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) attributable to Liberty stockholders . . $
10,419
371
123
9,617
533
294
8,987
1,577
1,130
The pro forma results primarily include adjustments related to the amortization of acquired intangible assets,
depreciation of property and equipment, acquisition costs, fair value gain or loss on the Pandora investment and associated
tax impacts. The pro forma information is not representative of the Company’s future results of operations nor does it
reflect what the Company’s results of operations would have been if the acquisition of Pandora had occurred previously
and the Company consolidated Pandora during the entirety of the periods presented.
Formula 1
On September 7, 2016, Liberty, through its indirect wholly owned subsidiary Liberty GR Cayman Acquisition
Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco, the parent
company of Formula 1, a global motorsports business, from a consortium of sellers led by CVC Capital Partners (“CVC”).
The transactions contemplated by the first purchase agreement were completed on September 7, 2016 and provided for
Liberty’s acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis for $746 million, funded
entirely in cash (which is equal to $821 million in consideration less a $75 million holdback that was repaid by Liberty to
selling stockholders upon completion of the Second Closing). On October 27, 2016, under the terms of the first purchase
agreement, Liberty acquired an additional incremental equity interest of Delta Topco, maintaining Liberty’s investment in
Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. On January 23, 2017, Liberty
acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain
Formula 1 teams, in a second closing under the second purchase agreement (and following the unwind of the first purchase
agreement). Prior to the Second Closing, CVC continued to be the controlling shareholder of Formula 1, and Liberty did
not have any voting interests or board representation in Formula 1. As a result, Liberty concluded that it did not have
significant influence over Formula 1, and therefore our initial investment in Formula 1 was accounted for as a cost
investment until the completion of the Second Closing, at which time we began consolidating Formula 1.
The transaction price for the acquisition represents an enterprise value for Formula 1 of approximately $8.0 billion
and an equity value of approximately $4.4 billion, calculated at the time of the first closing. The total consideration at the
time of closing was $4.7 billion, comprised of $3.05 billion of cash (including the investments made under the first
purchase agreement during 2016) and approximately $1.6 billion of non-cash consideration represented by approximately
56 million newly issued shares of Series C Liberty Formula One common stock.
F-65
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Included in net earnings (loss) for the year ended December 31, 2017 is $261 million related to Formula 1’s
operations since the date of acquisition.
The unaudited pro forma revenue and net earnings of Liberty, prepared utilizing the historical financial statements
of Formula 1, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the
acquisition of Formula 1 discussed above occurred on January 1, 2016, are as follows:
Year ended
December 31,
2017
amounts in millions
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . $
7,595
1,874
1,338
The pro forma results include adjustments primarily related to the amortization of acquired intangible assets. The
pro forma information is not representative of the Company’s future results of operations nor does it reflect what the
Company’s results of operations would have been if the acquisition of Formula 1 had occurred previously and the Company
consolidated Formula 1 during the periods presented.
(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. The Company does not have
any recurring assets or liabilities measured at fair value that would be considered Level 3.
Liberty’s assets and liabilities measured at fair value are as follows:
December 31, 2019
December 31, 2018
Quoted prices
in active markets
for identical assets
(Level 1)
Significant other
observable
inputs
(Level 2)
Quoted prices
in active markets
for identical assets
(Level 1)
Significant other
observable
inputs
(Level 2)
Description
Total
Cash equivalents . . . . . . . . . . $
992
Debt and equity securities . . . $
353
498
Financial instrument assets . . $
Debt . . . . . . . . . . . . . . . . . . . . $ 3,678
—
Total
amounts in millions
231
111 1,195
280
469
3,678 2,487
992
242
29
—
231
228
21
—
—
967
259
2,487
The majority of Liberty’s Level 2 financial instruments are debt related instruments and derivative instruments.
The Company notes that these assets 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. The fair value of debt related instruments
are based on quoted market prices but not considered to be traded on “active markets,” as defined by GAAP. Accordingly,
those debt and equity securities, financial instruments and debt or debt related instruments are reported in the foregoing
F-66
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
table as Level 2 fair value. Debt and equity securities and financial instrument assets included in the table above are
included in the Other assets line item in the consolidated balance sheets.
Realized and Unrealized Gains (Losses) on Financial Instruments
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the
following (amounts in millions):
Years ended December 31,
2018 2017
2019
Debt and equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt measured at fair value (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of bond hedges (b) . . . . . . . . . . . . . . . . . . . . . . .
Other derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
110
(584)
215
(56)
$ (315)
2
130
(94)
2
40
(36)
(126)
72
2
(88)
(a) Changes in unrealized gains (losses) on debt measured at fair value, exclusive of changes related to instrument specific
credit risk which is presented in other comprehensive income, are due to market factors primarily driven by changes
in the fair value of the underlying shares into which the debt is exchangeable.
(b) Contemporaneously with the issuance of the 1.375% Cash Convertible Notes due 2023, Liberty entered into privately
negotiated cash convertible note hedges, which are expected to offset potential cash payments Liberty would be
required to make in excess of the principal amount of the convertible notes, upon conversion of the notes. The bond
hedges are marked to market based on the trading price of underlying Series A Liberty SiriusXM, Liberty Braves and
Liberty Formula One securities and other observable market data as the significant inputs (Level 2). See note 9 for
additional discussion of the convertible notes and the bond hedges.
F-67
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
(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 and market value (Level 1) of the more significant investments in
affiliates at December 31, 2019, and the carrying amount at December 31, 2018:
December 31, 2019
Percentage Fair Value
(Level 1)
ownership
Carrying
amount
December 31, 2018
Carrying
amount
dollar amounts in millions
Liberty SiriusXM Group
Sirius XM Canada . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . .
70% $
NA $
Braves Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . .
NA
NA
Formula One Group
Live Nation (a) . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . .
33% $
various
4,978
NA
$
636
8
644
99
99
746
136
882
1,625
613
16
629
92
92
743
177
920
1,641
(a) See note 9 for details regarding the number and value of shares pledged as collateral pursuant to the Live Nation
Margin Loan as of December 31, 2019.
F-68
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The following table presents the Company’s share of earnings (losses) of affiliates:
Years ended December 31,
2018
2017
2019
amounts in millions
Liberty SiriusXM Group
Sirius XM Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)
(21)
(24)
(1)
(10)
(11)
29
—
29
Braves Group
Other (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
18
12
12
78
78
Formula One Group
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4
8
12
6
3
14
17
18
(18)
15
(3)
104
(a) During the year ended December 31, 2017, an equity method affiliate of Braves Holdings sold a controlling interest
in a subsidiary, resulting in Braves Holdings recording its portion of the gain of $69 million.
Sirius XM Canada
On May 25, 2017, Sirius XM Holdings completed a recapitalization of Sirius XM Canada Holdings, Inc. (“Sirius
XM Canada”), which is now a privately held corporation. As of December 31, 2019, Sirius XM Holdings holds a 70%
equity interest and 33% voting interest in Sirius XM Canada, with the remainder of Sirius XM Canada’s voting and equity
interests held by two shareholders. Sirius XM Canada is accounted for as an equity method investment as Sirius XM
Holdings does not have the ability to direct the most significant activities that impact Sirius XM Canada’s economic
performance. The total consideration from Sirius XM Holdings to Sirius XM Canada, excluding transaction costs, during
the year ended December 31, 2017 was $309 million, which included $130 million in cash and Sirius XM Holdings issued
35 million shares of its common stock with an aggregate value of $179 million to the holders of the shares of Sirius XM
Canada acquired in the transaction.
Sirius XM Holdings has a loan to Sirius XM Canada in the aggregate amount of $131 million as of December 31,
2019. The loan is denominated in Canadian dollars and is considered a long-term investment with any unrealized gains or
losses reported within Accumulated other comprehensive (loss) income. Such loan has a term of fifteen years, bears interest
at a rate of 7.62% per annum and includes customary covenants and events of default, including an event of default relating
to Sirius XM Canada’s failure to maintain specified leverage ratios.
Sirius XM Holdings also entered into a Services Agreement and an Advisory Services Agreement with Sirius
XM Canada. Each agreement has a thirty year term. Pursuant to the Services Agreement, Sirius XM Canada currently pays
Sirius XM Holdings 25% of its gross revenue on a monthly basis and pursuant to the Advisory Services Agreement, Sirius
XM Canada pays Sirius XM Holdings 5% of its gross revenue on a monthly basis.
Sirius XM Holdings had approximately $22 million and $11 million in related party current assets as of
December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, Sirius XM Holdings had approximately
F-69
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
$4 million and $9 million in related party liabilities, respectively, which are recorded in current and noncurrent other
liabilities in the Company’s consolidated balance sheets. Sirius XM Holdings recorded approximately $98 million,
$97 million and $87 million in revenue for the years ended December 31, 2019, 2018 and 2017, respectively, associated
with these various agreements. Sirius XM Canada paid dividends to Sirius XM Holdings of $2 million, $2 million and
$4 million during the years ended December 31, 2019, 2018 and 2017, respectively.
(8) Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill are as follows:
Sirius XM
Holdings
Formula 1
Other
Total
Balance at January 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . $
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . .
Acquisitions (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . $
14,247
3
14,250
1,553
15,803
amounts in millions
3,956
—
3,956
—
3,956
180
—
180
—
180
18,383
3
18,386
1,553
19,939
(a) See note 5 for details regarding Sirius XM Holdings’ acquisition of Pandora.
Other Intangible Assets Not Subject to Amortization
Other intangible assets not subject to amortization, not separately disclosed, are trademarks ($1,262 million and
$931 million) at December 31, 2019 and 2018 and franchise rights owned by Braves Holdings ($143 million) as of
December 31, 2019 and 2018. We identified these assets as indefinite life intangible assets after considering the expected
use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on
their use. Sirius XM Holdings’ Federal Communications Commission (“FCC”) licenses for its Sirius satellites expire in
2022 and 2025 and the FCC licenses for its XM satellites expire in 2021, 2022 and 2028. Prior to expiration, Sirius XM
Holdings is required to apply for a renewal of its FCC licenses. The renewal and extension of its licenses is reasonably
certain at minimal cost, which is expensed as incurred. Each of the FCC licenses authorizes Sirius XM Holdings to use the
broadcast spectrum, which is a renewable, reusable resource that does not deplete or exhaust over time.
F-70
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Intangible Assets Subject to Amortization
Intangible assets subject to amortization are comprised of the following:
December 31, 2019
Gross
carrying
amount
Accumulated
amortization
Gross
Net
carrying
amount
amounts in millions
carrying
amount
December 31, 2018
Net
Accumulated
amortization
carrying
amount
FIA Agreement . . . . . . . . . . . . . . . . . . . . . . $ 3,630
Customer relationships . . . . . . . . . . . . . . . .
Licensing agreements . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,086
316
1,636
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,668
(543)
(1,123)
(185)
(877)
(2,728)
3,087
1,963
131
759
5,940
3,630
2,684
316
1,047
7,677
(346)
(795)
(162)
(659)
(1,962)
3,284
1,889
154
388
5,715
The FIA Agreement is amortized over 35 years, customer relationships are amortized over 10-15 years and
licensing agreements are amortized over 15 years. Amortization expense was $790 million, $654 million and $594 million
for the years ended December 31, 2019, 2018 and 2017, respectively. Based on its amortizable intangible assets as of
December 31, 2019, Liberty expects that amortization expense will be as follows for the next five years (amounts in
millions):
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 790
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 738
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 584
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 523
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 405
F-71
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
(9) Debt
Debt is summarized as follows:
Outstanding
Principal
December 31, 2019
Carrying value
December 31, December 31,
2019
2018
Liberty SiriusXM Group
Corporate level notes and loans:
2.125% Exchangeable Senior Debentures due 2048 (1) . . . . . . . . . . . . . . . . . . . . . $
2.75% Exchangeable Senior Debentures due 2049 (1) . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Holdings Margin Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary notes and loans:
Sirius XM 3.875% Senior Notes due 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 4.625% Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 6% Senior Notes due 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 4.625% Senior Notes due 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 5.375% Senior Notes due 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 5.375% Senior Notes due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 5.0% Senior Notes due 2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 5.50% Senior Notes due 2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pandora 1.75% Convertible Senior Notes due 2020 . . . . . . . . . . . . . . . . . . . . . . . .
Pandora 1.75% Convertible Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Senior Secured Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Holdings leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Braves Group
Subsidiary notes and loans:
Notes and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Formula One Group
Corporate level notes and loans:
400
604
350
1,000
500
—
1,500
1,000
1,000
1,500
1,250
1
193
—
—
9,298
559
559
423
632
350
995
498
—
1,485
993
992
1,488
1,236
1
163
—
—
(11)
9,245
559
(5)
554
1.375% Cash Convertible Notes due 2023 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1% Cash Convertible Notes due 2023 (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.25% Exchangeable Senior Debentures due 2046 (1) . . . . . . . . . . . . . . . . . . . . .
2.25% Exchangeable Senior Debentures due 2048 (1) . . . . . . . . . . . . . . . . . . . . .
Live Nation Margin Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary notes and loans:
Senior Loan Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less debt classified as current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,000
450
208
385
130
32
2,902
5,107
14,964
$
1,322
585
257
459
130
32
2,907
(15)
5,677
15,476
(60)
15,416
(1) Measured at fair value
372
—
600
994
497
1,490
—
992
991
1,487
—
—
—
439
5
(9)
7,858
494
(3)
491
1,062
463
209
381
—
33
2,910
(19)
5,039
13,388
(17)
13,371
F-72
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
1.375% Cash Convertible Senior Notes due 2023
On October 17, 2013 Liberty issued $1 billion aggregate principal amount of 1.375% Cash Convertible Senior
Notes due 2023 (“Convertible Notes”). The Convertible Notes will mature on October 15, 2023 unless earlier repurchased
by us or converted. Interest on the Convertible Notes is payable semi-annually in arrears on April 15 and October 15 of
each year at a rate of 1.375% per annum. All conversion of the Convertible Notes will be settled solely in cash, and not
through the delivery of any securities. Prior to the Recapitalization, the conversion rate for the Convertible Notes was
21.0859 shares of Series A Liberty Media Corporation common stock per $1,000 principal amount of Convertible Notes
and an adjusted conversion price of $47.43 per share of Series A Liberty Media Corporation common stock.
As a result of the Recapitalization, as discussed in note 2, the Convertible Notes are convertible into cash based
on the Securities Basket. The supplemental indenture entered into on April 15, 2016 in connection with the Recapitalization
amends the conversion, adjustment and other provisions of the indenture to give effect to the Recapitalization and provides
that the conversion consideration due upon conversion of any Convertible Note shall be determined as if references in the
indenture to one share of Series A Liberty Media Corporation common stock were instead a reference to the Securities
Basket, initially consisting of 0.10 of a share of Series A Liberty Braves common stock, 1.0 share of Series A Liberty
SiriusXM common stock and 0.25 of a share of Series A Liberty Formula One common stock. The Series A Liberty Braves
common stock component of the Securities Basket was adjusted to 0.1087 pursuant to anti-dilution adjustments arising out
of the distribution of subscription rights to purchase shares of Series C Liberty Braves common stock made to all holders
of Liberty Braves common stock.
Holders of the Convertible Notes may convert their notes at their option at any time prior to the close of business
on the second business day immediately preceding the maturity date of the notes under certain circumstances. Liberty has
elected to account for this instrument using the fair value option. Accordingly, changes in the fair value of this instrument
are recognized as unrealized gains (losses) in the statements of operations. As of December 31, 2019, the Convertible
Notes are classified as a long term liability in the consolidated balance sheets, as the conversion conditions have not been
met as of such date.
Additionally, contemporaneously with the issuance of the Convertible Notes, Liberty entered into the Bond Hedge
Transaction. The Bond Hedge Transaction is expected to offset potential cash payments Liberty would be required to make
in excess of the principal amount of the Convertible Notes, upon conversion of the notes in the event that the volume-
weighted average price per share of the Series A Liberty Media Corporation common stock, as measured under the cash
convertible note hedge transactions on each trading day of the relevant cash settlement averaging period or other relevant
valuation period, was greater than the strike price of Series A Liberty Media Corporation common stock, which
corresponded to the conversion price of the Convertible Notes. In connection with the Recapitalization and the entry into
the supplemental indenture on April 15, 2016, Liberty entered into amendments to the Bond Hedge Transaction with each
of the counterparties to reflect the adjustments resulting from the Recapitalization. As of the effective date of the
Recapitalization, the Bond Hedge Transaction covered, in the aggregate, 5,271,475 shares of Series A Liberty Formula
One common stock, 21,085,900 shares of Series A Liberty SiriusXM common stock and 2,108,590 shares of Series A
Liberty Braves common stock, subject to anti-dilution adjustments pertaining to the Convertible Notes, which was equal
to the aggregate number of shares comprising the Securities Basket underlying the Convertible Notes at that time. The
aggregate number of shares of Series A Liberty Braves common stock relating to the Bond Hedge Transaction was
increased to 2,292,037, pursuant to anti-dilution adjustments arising out of the rights distribution (note 2). As of
December 31, 2019, the basket price of the securities underlying the Bond Hedge Transaction was $62.51 per share. The
bond hedge expires on October 15, 2023 and is included in other assets as of December 31, 2019 and 2018 in the
accompanying consolidated balance sheets, with changes in the fair value recorded as unrealized gains (losses) on financial
instruments, in the accompanying consolidated statements of operations.
F-73
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Concurrently with the Convertible Notes and Bond Hedge Transaction, Liberty also entered into separate
privately negotiated warrant transactions under which Liberty sold warrants relating to the same number of shares of
common stock as underlie the Bond Hedge Transaction, subject to anti-dilution adjustments (“Warrant Transactions”).
The first expiration date of the warrants is January 16, 2024 and expire over a period covering 81 days thereafter. Liberty
may elect to settle its delivery obligation under the warrant transactions with cash. In connection with the Recapitalization,
Liberty entered into amendments to the Warrant Transactions with each of the option counterparties to reflect the
adjustments to the Warrant Transactions resulting from the Recapitalization (“Amended Warrant Transactions”). As of the
effective date of the Recapitalization, the Amended Warrant Transactions covered, in the aggregate, 5,271,475 shares of
Series A Liberty Formula One common stock, 21,085,900 shares of Series A Liberty SiriusXM common stock and
2,108,590 shares of Series A Liberty Braves common stock, subject to anti-dilution adjustments. The aggregate number
of shares of Series A Liberty Braves common stock relating to the Amended Warrant Transactions was increased to
2,292,037 pursuant to anti-dilution adjustments arising out of the rights distribution. The strike price of the warrants was
adjusted, as a result of the Recapitalization and the rights offering, to $61.16 per share. As of December 31, 2019, the
basket price of the securities underlying the Amended Warrant Transactions was $62.51 per share. The Amended Warrant
Transactions may have a dilutive effect with respect to the shares comprising the Securities Basket underlying the warrants
to the extent that the settlement price exceeds the strike price of the warrants, and the warrants are settled in shares
comprising such Securities Basket.
1% Cash Convertible Notes due 2023
In connection with the Second Closing on January 23, 2017, Liberty issued $450 million convertible cash notes
at an interest rate of 1% per annum, which are convertible, under certain circumstances, into cash based on the trading
prices of the underlying shares of Series C Liberty Formula One common stock and mature on January 30, 2023 (the “1%
Convertible Notes’’). The initial conversion rate for the notes will be 27.1091 shares of Series C Liberty Formula One
common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $36.89 per
share of Series C Liberty Formula One common stock. The conversion of the 1% Convertible Notes will be settled solely
in cash, and not through the delivery of any securities.
2.25% Exchangeable Senior Debentures due 2046
On August 17, 2016, Liberty closed a private offering of approximately $445 million aggregate principal amount
of its 2.25% exchangeable senior debentures due 2046 (the “2.25% Exchangeable Senior Debentures due 2046”), and
shares of the Company’s Time Warner, Inc. (“Time Warner”) common stock were the reference shares attributable to the
debentures. On June 14, 2018, AT&T Inc. (“AT&T”) acquired Time Warner in a stock-and-cash transaction. In accordance
with the terms of the indenture governing the 2.25% Exchangeable Senior Debentures due 2046, the cash portion of the
acquisition consideration was paid on June 22, 2018 as an extraordinary additional distribution to holders of debentures,
and the stock portion of the acquisition consideration became reference shares attributable to the debentures. Also pursuant
to the indenture, the original principal amount of the 2.25% Exchangeable Senior Debentures due 2046 was reduced by an
amount equal to the extraordinary additional distribution of $229 million, calculated as $514.1295 per $1,000 original
principal amount of debentures. Additionally, any amount of excess regular quarterly cash dividends paid on the AT&T
reference shares will be distributed by the Company to holders of the debentures as an additional distribution.
Upon an exchange of debentures, Liberty, at its option, may deliver AT&T common stock, cash or a combination
of AT&T common stock and cash. The number of shares of AT&T common stock attributable to a debenture represents
an initial exchange price of approximately $35.35 per share. A total of approximately 6.11 million shares of AT&T
common stock are attributable to the debentures. Interest is payable quarterly on March 31, June 30, September 30 and
December 31 of each year, commencing December 31, 2016. The debentures may be redeemed by Liberty, in whole or in
part, on or after October 5, 2021. Holders of the debentures also have the right to require Liberty to purchase their
F-74
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
debentures on October 5, 2021. The redemption and purchase price will generally equal 100% of the adjusted principal
amount of the debentures plus accrued and unpaid interest.
The debentures, as well as the associated cash proceeds, were attributed to the Formula One Group. Liberty used
the net proceeds of the offering for the acquisition of an investment in Formula 1 during September 2016. Liberty has
elected to account for the debentures using the fair value option. Accordingly, changes in the fair value of these instruments
are recognized as unrealized gains (losses) in the accompanying consolidated statements of operations.
2.125% Exchangeable Senior Debentures due 2048
On March 6, 2018, Liberty closed a private offering of approximately $400 million aggregate principal amount
of its 2.125% exchangeable senior debentures due 2048 (the “2.125% Exchangeable Senior Debentures due 2048”). Upon
an exchange of debentures, Liberty, at its option, may deliver Sirius XM Holdings common stock, Series C Liberty
SiriusXM common stock, cash or a combination of Sirius XM Holdings common stock, Series C Liberty SiriusXM
common stock and/or cash. The number of shares of Sirius XM Holdings common stock attributable to a debenture
represents an initial exchange price of approximately $8.02 per share. A total of approximately 49.9 million shares of
Sirius XM Holdings common stock are attributable to the debentures. Interest is payable quarterly on March 31, June 30,
September 30 and December 31 of each year, commencing June 30, 2018. The debentures may be redeemed by Liberty,
in whole or in part, on or after April 7, 2023. Holders of the debentures also have the right to require Liberty to purchase
their debentures on April 7, 2023. The redemption and purchase price will generally equal 100% of the adjusted principal
amount of the debentures plus accrued and unpaid interest. The debentures, as well as the associated cash proceeds, were
attributed to the Liberty SiriusXM Group. Liberty has elected to account for the debentures using the fair value option.
Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the accompanying
consolidated statements of operations.
2.25% Exchangeable Senior Debentures due 2048
In December 2018, Liberty closed a private offering of approximately $385 million aggregate principal amount
of its 2.25% exchangeable senior debentures due 2048 (the “2.25% Exchangeable Senior Debentures due 2048”). 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 cash. The number of shares of Live Nation common stock attributable to a debenture represents
an initial exchange price of approximately $66.28 per share. A total of approximately 5.8 million shares of Live Nation
common stock are attributable to the debentures. Interest is payable quarterly on March 1, June 1, September 1 and
December 1 of each year, commencing March 1, 2019. The debentures may be redeemed by Liberty, in whole or in part,
on or after December 1, 2021. Holders of the debentures also have the right to require Liberty to purchase their debentures
on December 1, 2021. The redemption and purchase price will generally equal 100% of the adjusted principal amount of
the debentures plus accrued and unpaid interest. The debentures, as well as the associated cash proceeds, were attributed
to the Formula One Group. Liberty used a portion of the net proceeds of the 2.25% Exchangeable Senior Debentures due
2048 to repay all amounts outstanding under the Live Nation Margin Loan. Liberty has elected to account for the
debentures using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as
unrealized gains (losses) in the accompanying consolidated statements of operations.
F-75
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
2.75% Exchangeable Senior Debentures due 2049
On November 26, 2019, Liberty closed a private offering of approximately $604 million aggregate principal
amount of its 2.75% exchangeable senior debentures due 2049 (the “2.75% Exchangeable Senior Debentures due 2049”).
Upon an exchange of debentures, Liberty, at its option, may deliver Sirius XM Holdings common stock, Series C Liberty
SiriusXM common stock, cash or a combination of Sirius XM Holdings common stock, Series C Liberty SiriusXM
common stock and/or cash. The number of shares of Sirius XM Holdings common stock attributable to a debenture
represents an initial exchange price of approximately $8.62 per share. A total of approximately 70 million shares of Sirius
XM Holdings common stock are attributable to the debentures. Interest is payable quarterly in arrears on March 1, June 1,
September 1 and December 1 of each year, commencing March 1, 2020. The debentures may be redeemed by Liberty, in
whole or in part, on or after December 1, 2024. Holders of the debentures also have the right to require Liberty to purchase
their debentures on December 1, 2024. 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, as well as the associated cash proceeds, were attributed to the Liberty SiriusXM Group.
Liberty has elected to account for the debentures using the fair value option. Accordingly, changes in the fair value of these
instruments are recognized as unrealized gains (losses) in the accompanying consolidated statements of operations.
Margin Loans
Sirius XM Holdings Margin Loan
On April 30, 2013, Liberty Siri MarginCo, LLC (“Siri MarginCo”), a wholly-owned subsidiary of Liberty,
entered into a margin loan agreement. Shares of common stock of certain of the Company’s equity affiliates and
investments in debt and equity securities were pledged as collateral pursuant to this agreement. During October 2014, Siri
MarginCo refinanced this margin loan arrangement for a similar financial instrument with a $250 million term loan and a
$750 million undrawn line of credit. Interest on the term loan was payable on the first business day of each calendar quarter,
and interest was payable on the amounts outstanding under the revolving line of credit on the last day of the interest period
applicable to the borrowing of which such loan was a part.
During October 2015, Siri MarginCo amended this margin loan arrangement for a similar financial instrument
with a $250 million term loan and a $1 billion undrawn line of credit. As of December 31, 2015, shares of Sirius XM
Holdings and Live Nation were pledged as collateral pursuant to this agreement. The term loan and any drawn portion of
the revolver carried an interest rate of LIBOR plus an applicable spread between 1.75% and 2.25% (based on the value of
collateral) with the undrawn portion carrying a fee of 0.75%. Other terms of the agreement were substantially similar to
the previous arrangement.
During October 2016, Siri MarginCo amended this margin loan arrangement for a similar financial instrument
with a $250 million term loan and a $500 million undrawn line of credit, which was scheduled to mature during October
2018. The term loan and any drawn portion of the revolver carried an interest rate of LIBOR plus 1.75% with the undrawn
portion carrying a fee of 0.75%. Other terms of the agreement were substantially similar to the previous arrangement,
except shares of Live Nation common stock were no longer pledged as collateral.
During March 2018, Siri MarginCo amended this margin loan agreement for a similar financial instrument with
a $250 million term loan, $500 million revolving line of credit and a $600 million delayed draw term loan, which was
scheduled to mature during March 2020. The term loan and any drawn portion of the revolver carried an interest rate of
LIBOR plus 2.05% with the undrawn portion carrying a fee of 0.75%. Other terms of the agreement were substantially
similar to the previous arrangement. Borrowing outstanding under this margin loan bore interest at a rate of 4.83% per
annum at December 31, 2018. As of December 31, 2018, availability under the margin loan was $750 million.
F-76
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
During March 2019, Siri MarginCo amended this margin loan agreement, extending the maturity to March 2021.
The $600 million delayed draw term loan remains available until March 2020. The term loan and any drawn portion of the
revolver carries an interest rate of LIBOR plus 2.05% with the undrawn portion carrying a fee of 0.75%. Other terms of
the agreement were substantially similar to the previous arrangement. Borrowings outstanding under this margin loan bore
interest at a rate of 3.99% per annum at December 31, 2019. As of December 31, 2019, availability under the margin loan
was $1,000 million. 1,000 million shares of Sirius XM Holdings common stock held by Liberty with a value of $7,150
million were pledged as collateral to the margin loan as of December 31, 2019. The margin loan contains various
affirmative and negative covenants that restrict the activities of the borrower. The margin loan does not include any
financial covenants.
Live Nation Margin Loan
On November 8, 2016, LMC LYV, LLC, a wholly-owned subsidiary of Liberty, entered into a margin loan
agreement with an available borrowing capacity of $500 million with various financial institutions. This margin loan had
a two year term, bore interest at a rate of LIBOR plus 2.25% and contained an undrawn commitment fee of 0.75% per
annum. On January 20, 2017, LMC LYV, LLC drew $350 million under the margin loan, and the proceeds were used for
the Second Closing, as discussed in notes 2 and 5. On December 12, 2017, the margin loan agreement was amended,
extending the maturity date to December 12, 2019, and decreasing the interest rate to LIBOR plus 1.90% and the undrawn
commitment fee to 0.60% per annum. On December 10, 2018, the margin loan agreement was amended, increasing the
borrowing capacity to $600 million, extending the maturity date to December 10, 2020, decreasing the interest rate to
LIBOR plus 1.80% and increasing the undrawn commitment fee to either 0.75% or 0.85% per annum (based on the
undrawn amount). On December 10, 2019, the margin loan agreement was amended, extending the maturity date to
December 10, 2021. Interest on the margin loan is payable on the last business day of each calendar quarter. Borrowings
outstanding under this margin loan bore interest at a rate of 3.74% per annum at December 31, 2019. As of December 31,
2019, availability under the margin loan was $470 million. 53.7 million shares of the Company’s Live Nation common
stock with a value of $3,841 million were pledged as collateral to the loan as of December 31, 2019. The margin loan
contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does
not include any financial covenants.
Sirius XM Holdings Senior Notes and Senior Secured Revolving Credit Facility
Sirius XM 4.625% Senior Notes Due 2023
In May 2013, Sirius XM Holdings issued $500 million of Senior Notes due 2023 which bear interest at an annual
rate of 4.625%. Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of each year.
Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations
under the notes.
Sirius XM 3.875% Senior Notes Due 2022 and 5.00% Senior Notes Due 2027
In July 2017, Sirius XM Holdings issued $1.0 billion aggregate principal amount of 3.875% Senior Notes due
2022 (the “3.875% Notes”) and $1.5 billion aggregate principal amount of 5.00% Senior Notes due 2027 (the “5.00%
Notes”). For both series of notes, interest is payable semi-annually in arrears on February 1 and August 1, commencing on
February 1, 2018. The 3.875% Notes will mature on August 1, 2022 and the 5.00% Notes will mature on August 1, 2027.
Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations
under the notes.
F-77
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Sirius XM 6% Senior Notes due 2024
In May 2014, Sirius XM Holdings issued $1.5 billion aggregate principal amount of 6% Senior Notes due 2024
(the “6% Notes”). Interest was payable semi-annually in arrears on January 15 and July 15 of each year at a rate of 6% per
annum. In July 2019, Sirius XM redeemed the $1.5 billion aggregate principal amount of the 6% Notes.
Sirius XM 4.625% Senior Notes due 2024
In July 2019, Sirius XM Holdings issued $1.5 billion aggregate principal amount of 4.625% Senior Notes due
2024 (the “4.625% Notes”). Interest is payable semi-annually in arrears on January 15 and July 15 of each year at a rate
of 4.625% per annum. The 4.625% Notes will mature on July 15, 2024. Substantially all of Sirius XM Holdings’ domestic
wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations under the notes. Sirius XM Holdings used the net
proceeds from the offering, together with cash on hand, to redeem all of the 6% Senior Notes.
Sirius XM 5.375% Senior Notes due 2025
In March 2015, Sirius XM Holdings issued $1.0 billion principal amount of new senior notes due 2025 which
bear interest at an annual rate 5.375% (“Sirius XM 5.375% Senior Notes due 2025”). Interest is payable semi-annually in
arrears on April 15 and October 15. The Sirius XM 5.375% Senior Notes due 2025 are recorded net of the remaining
unamortized discount. Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM
Holdings’ obligations under the notes.
Sirius XM 5.375% Senior Notes due 2026
In May 2016, Sirius XM Holdings issued $1.0 billion principal amount of new senior notes due July 2026 which
bear interest at an annual rate 5.375% (“Sirius XM 5.375% Senior Notes due 2026”). Interest is payable semi-annually in
arrears on January 15 and July 15. The Sirius XM 5.375% Senior Notes due 2026 are recorded net of the remaining
unamortized discount. Substantially all of Sirius XM Holdings’ domestic wholly-owned subsidiaries guarantee Sirius XM
Holdings’ obligations under the notes.
Sirius XM 5.50% Senior Notes due 2029
In June 2019, Sirius XM Holdings issued $1.25 billion aggregate principal amount of 5.50% Senior Notes due
2029 (the “5.50% Notes”). Interest is payable semi-annually in arrears on January 1 and July 1 of each year at a rate of
5.50% per annum. The 5.50% Notes will mature on July 1, 2029. Substantially all of Sirius XM Holdings’ domestic
wholly-owned subsidiaries guarantee Sirius XM Holdings’ obligations under the notes.
Pandora 1.75% Convertible Senior Notes due 2020
Sirius XM Holdings acquired $152 million principal amount of the 1.75% Convertible Senior Notes due 2020 as
part of the Pandora acquisition. On February 14, 2019, Pandora announced a tender offer to repurchase for cash any and
all of its outstanding 1.75% Convertible Senior Notes due 2020 at a price equal to 100% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon to, but not including, the repurchase date. On March 18, 2019, Sirius XM
Holdings purchased $151 million principal amount of the 1.75% Convertible Senior Notes due 2020.
F-78
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Pandora 1.75% Convertible Senior Notes due 2023
Sirius XM Holdings acquired $193 million principal amount of the 1.75% Convertible Senior Notes due 2023 as
part of the Pandora acquisition. Sirius XM Holdings allocates the principal amount of the 1.75% Convertible Senior Notes
due 2023 between the liability and equity components. The value assigned to the debt components of the 1.75% Convertible
Senior Notes due 2023 is the estimated fair value as of the issuance date of similar debt without the conversion feature.
The difference between the fair value of the debt and this estimated fair value represents the value which has been assigned
to the equity component. The equity component is recorded to noncontrolling interest in equity of subsidiaries and is not
remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of
the 1.75% Convertible Senior Notes due 2023 over the carrying amount of the liability component is recorded as a debt
discount, and is being amortized to interest expense using the effective interest method through the December 1, 2023
maturity date.
Sirius XM Holdings Senior Secured Revolving Credit Facility
Sirius XM Holdings entered into a Senior Secured Revolving Credit Facility (the “Credit Facility”) with a
syndicate of financial institutions with a total borrowing capacity of $1,750 million which matures in June 2023. The Credit
Facility is guaranteed by certain of Sirius XM Holdings’ material domestic subsidiaries and is secured by a lien on
substantially all of Sirius XM Holdings’ assets and the assets of its material domestic subsidiaries. The proceeds of loans
under the Credit Facility are used for working capital and other general corporate purposes, including financing
acquisitions, share repurchases and dividends. Interest on borrowings is payable on a monthly basis and accrues at a rate
based on LIBOR plus an applicable rate. Borrowings outstanding under the Credit Facility as of December 31, 2019 bore
interest at a rate of 3.89% per annum. Sirius XM Holdings is required to pay a variable fee on the average daily unused
portion of the Credit Facility which was 0.25% as of December 31, 2019 and is payable on a quarterly basis. The Credit
Facility contains customary covenants, including a maintenance covenant. As the amount available for future borrowings
is reduced by $1 million related to Pandora letters of credit, availability under the Credit Facility was $1,749 million as of
December 31, 2019.
Braves Holdings Notes and Loans
Braves Holdings’ debt is summarized as follows:
Operating credit facilities . . . . . . . . . .
Ballpark funding
Term loan . . . . . . . . . . . . . . . . . . . . . .
Senior secured note . . . . . . . . . . . . . .
Floating rate notes . . . . . . . . . . . . . . .
Mixed-use credit facilities and loans .
Spring training credit facility . . . . . . .
Total Braves Holdings . . . . . . . . .
Carrying value
December 31, December 31,
2019
2018
$
amounts in millions
17
45
49
190
65
180
30
559
$
52
195
70
160
—
494
As of December 31, 2019
Borrowing
Capacity
Weighted avg
interest rate
Maturity
Date
185
2.69%
various
NA
NA
NA
307
39
3.07%
August 2021
3.77% September 2041
3.80% September 2029
4.12%
various
2.82% December 2022
F-79
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
In 2014, Braves Holdings, through a wholly-owned subsidiary, purchased 82 acres of land for the purpose of
constructing a Major League Baseball facility and development of a mixed-use complex adjacent to the ballpark. The total
cost of the ballpark was approximately $722 million, of which approximately $392 million was funded by a combination
of Cobb County, the Cumberland Improvement District and Cobb-Marietta Coliseum and Exhibit Hall Authority (the
“Authority”) and approximately $330 million was funded by Braves Holdings. Funding for ballpark initiatives by Braves
Holdings came from cash on hand and various debt instruments, as detailed above.
Bank Loans
Formula 1 had a first lien term loan denominated in Euros totaling $42 million, which was repaid on June 30,
2017. On August 3, 2017, Formula 1 increased the amount outstanding under a first lien term loan denominated in U.S.
Dollars (the “Senior Loan Facility”) from $3.1 billion to $3.3 billion and extended its maturity to February 2024. In
addition, on August 3, 2017, the revolving credit facility under the Senior Loan Facility was increased from $75 million
to $500 million. As part of a refinancing of the Senior Loan Facility in March 2017, $628 million of the Senior Loan
Facility was considered repaid and then borrowed due to a change in the mix of counterparties in the Senior Loan Facility.
As part of the refinancing in March 2017, the interest rate on the Senior Loan Facility was reduced from LIBOR plus
3.75% per annum to LIBOR plus 3.25% per annum, with a LIBOR floor on the U.S. Dollar denominated debt of 1%. In
September 2017, the interest rate on the Senior Loan Facility was reduced to LIBOR plus 3.0% per annum.
On January 31, 2018, Formula 1 refinanced the Senior Loan Facility. As part of the refinancing, Formula 1 repaid
$400 million of the Senior Loan Facility, reducing the amount outstanding to $2.9 billion. The repayment was funded
through borrowings of $250 million under the revolving credit facility and $150 million of cash on hand. The interest rate
on the Senior Loan Facility was reduced to LIBOR plus 2.5% per annum. Formula 1 repaid all outstanding borrowings
under the revolving credit facility during the year ended December 31, 2018. The interest rate on the Senior Loan Facility
was approximately 4.74% as of December 31, 2018.
On May 23, 2019, Formula 1 refinanced the revolving credit facility, reducing the pricing grid by 25 basis points,
and in combination with leverage reduction, the applicable interest rate is LIBOR plus 2.0% per annum. The revolving
credit facility matures on May 31, 2024, unless the Senior Loan Facility is outstanding, in which case the revolving credit
facility matures on November 3, 2023. As of December 31, 2019, there were no outstanding borrowings under the $500
million revolving credit facility. The interest rate on the Senior Loan Facility was approximately 4.30% as of December
31, 2019. The Senior Loan Facility is secured by share pledges, bank accounts and floating charges over Formula 1’s
primary operating companies with certain cross guarantees. Additionally, as of December 31, 2019, Formula 1 has interest
rate swaps on $2.1 billion of the $2.9 billion Senior Loan Facility in order to manage its interest rate risk.
Formula 1 also had a second lien facility, which had $1 billion outstanding at the time of the acquisition of
Formula 1 by Liberty. In May 2017, Liberty issued 12.9 million shares of Series C Liberty Formula One common stock
and used the net proceeds of approximately $388 million to repay a portion of the second lien facility. Formula 1 fully
repaid the second lien facility during the year ended December 31, 2017.
Debt Covenants
The Sirius XM Holdings Credit Facility contains certain financial covenants related to Sirius XM Holdings’
leverage ratio. Braves Holdings’ debt contains certain financial covenants related to Braves Holdings’ debt service
coverage ratio, fixed charge ratio, debt yield ratio, capital expenditures and liquidity. The Formula 1 Senior Loan Facility
contains certain financial covenants, including a leverage ratio. Additionally, Sirius XM Holdings’ Credit Facility, Braves
Holdings’ debt, Formula 1 debt and other borrowings contain certain non-financial covenants. As of December 31, 2019,
the Company, Sirius XM Holdings, Formula 1 and Braves Holdings were in compliance with all debt covenants.
F-80
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Fair Value of Debt
The fair value, based on quoted market prices of the same instruments but not considered to be active markets
(Level 2), of Sirius XM Holdings’ publicly traded debt securities is as follows (amounts in millions):
$
Sirius XM 3.875% Senior Notes due 2022 . . . . . . . . . . . . .
$
Sirius XM 4.625% Senior Notes due 2023 . . . . . . . . . . . . .
Sirius XM 4.625% Senior Notes due 2024 . . . . . . . . . . . . .
$
Sirius XM 5.375% Senior Notes due 2025 . . . . . . . . . . . . . $
Sirius XM 5.375% Senior Notes due 2026 . . . . . . . . . . . . . $
Sirius XM 5.0% Senior Notes due 2027 . . . . . . . . . . . . . . . $
Sirius XM 5.50% Senior Notes due 2029 . . . . . . . . . . . . . . $
Pandora 1.75% Senior Notes due 2020 . . . . . . . . . . . . . . . . $
Pandora 1.75% Senior Notes due 2023 . . . . . . . . . . . . . . . . $
December 31,
2019
1,021
508
1,569
1,036
1,063
1,584
1,355
1
239
Due to the variable rate nature of the Credit Facility, margin loans and other debt, the Company believes that the
carrying amount approximates fair value at December 31, 2019.
Five Year Maturities
The annual principal maturities of outstanding debt obligations for each of the next five years is as follows
(amounts in millions):
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
67
546
1,049
2,235
4,454
(10) Leases
In February 2016, the FASB issued new accounting guidance on lease accounting. This guidance requires a
company to recognize lease assets and lease liabilities arising from operating leases in the statement of financial position.
Additionally, the criteria for classifying a lease as a finance lease versus an operating lease are substantially the same as
the previous guidance. The amendments in this update are effective for fiscal years beginning after December 15, 2018,
including interim periods within those fiscal years. The Company adopted the new guidance, which established Accounting
Standards Codification Topic 842 (“ASC 842”), effective January 1, 2019, and elected the optional transition method that
allows for a cumulative-effect adjustment in the period of adoption. Results for reporting periods beginning after January
1, 2019 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported
under the accounting standards in effect for those periods.
We elected certain of the available transition practical expedients, including those that permit us to not reassess
(1) whether any expired or existing contracts are leases or contain leases, (2) the lease classification for any expired or
existing leases, and (3) initial direct costs for any existing leases as of the effective date. We elected the hindsight practical
expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. The most
significant impact of the new guidance was the recognition of right-of-use assets and lease liabilities for operating leases.
F-81
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
In addition, the Company elected the practical expedient to account for the lease and non-lease components as a single
component and will not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with
a term of twelve months or less at the lease commencement date.
The effect of the adoption on our consolidated balance sheets as of January 1, 2019 for the adoption of ASC 842
is as follows:
Balance at December 31,
2018
Adjustments due to
ASC 842
in millions
Balance at January
1, 2019
Assets
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Property and equipment, at cost . . . . . . . . . . . . . . . . . . $
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . $
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities and Equity
Current portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . $
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . $
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . $
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
360
3,765
(1,296)
1,861
17
32
13,371
864
13,644
(2)
(371)
15
396
(4)
36
(1)
9
(2)
358
3,394
(1,281)
2,257
13
68
13,370
873
13,642
The Company and its subsidiaries lease a baseball stadium and facilities, business offices, satellite transponders
and equipment. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value
of the future lease payments using our incremental borrowing rate at the commencement date of the lease.
Our leases have remaining lease terms of 1 year to 40 years, some of which may include the option to extend for
up to 10 years, and some of which include options to terminate the leases within 1 year.
Braves Holdings’ baseball stadium was historically accounted for as a financing obligation under the build-to-
suit lease guidance. The transition guidance for a build-to-suit lease arrangement requires the lessee to derecognize the
assets and liabilities that were recognized solely as a result of a transaction’s build-to-suit designation under the previous
accounting guidance, with any difference recorded as an adjustment to equity as of the adoption date. Braves Holdings
then applied the general lessee guidance under the new standard to the baseball stadium lease, including classifying it as a
finance lease, and recorded a right-of-use asset and lease liability on the balance sheet, which has been initially measured
at the present value of the remaining lease payments over the lease term.
F-82
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The components of lease expense during the year ended December 31, 2019 were as follows:
Year ended
December 31, 2019
in millions
Finance lease cost
Depreciation of leased assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest on lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total finance lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
37
6
43
89
(3)
129
Prior to the adoption of ASC 842, rental expense under lease agreements amounted to $64 million and $58 million
for the years ended December 31, 2018 and 2017, respectively.
The remaining weighted-average lease term and the weighted average discount rate were as follows:
Weighted-average remaining lease term (years):
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average discount rate:
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29.7
9.2
4.6%
5.2%
December 31, 2019
Supplemental balance sheet information related to leases was as follows:
December 31, 2019
in millions
Operating leases:
Operating lease right-of-use assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . $
Current operating lease liabilities (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating lease liabilities (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Finance Leases:
Property and equipment, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Current finance lease liabilities (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Finance lease liabilities (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
510
53
495
548
473
(89)
384
4
119
123
(1) Included in Other assets in the condensed consolidated balance sheet
(2) Included in Other current liabilities in the condensed consolidated balance sheet
(3) Included in Other liabilities in the condensed consolidated balance sheet
F-83
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Supplemental cash flow information related to leases was as follows:
Year ended
December 31, 2019
in millions
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Financing cash flows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Right-of-use assets obtained in exchange for lease obligations:
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
79
8
83
Future minimum payments under noncancelable operating leases and finance leases with initial terms of one year
or more at December 31, 2019 consisted of the following:
Finance leases
Operating leases
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: implied interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
in millions
10
10
9
9
9
161
208
85
123
78
81
76
72
63
331
701
153
548
(11) Income Taxes
On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act made broad and complex changes
to the U.S. tax code, the most significant of which was a reduction to the U.S. federal corporate tax rate from 35 percent
to 21 percent. The Company reflected the income tax effects of the Tax Act for which the accounting was known as of
December 31, 2017, and made immaterial revisions to such amounts during the allowed one year measurement period. As
of December 31, 2018, the Company had completed its analysis of the tax effects of the Tax Act.
F-84
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Income tax benefit (expense) consists of:
Years ended December 31,
2018 2017
2019
amounts in millions
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(24)
(21)
(46)
(14)
13
(8)
(9)
38
(30)
(9)
(1)
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(139)
(20)
39
(120)
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . $ (166)
(228)
(2)
63
(167)
(176)
578
(21)
507
1,064
1,063
The following table presents a summary of our domestic and foreign earnings (loss) before income taxes:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 583 1,140
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(99)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 513 1,041
(70)
943
(116)
827
Years ended December 31,
2018
2019
2017
amounts in millions
F-85
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Expected income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income
tax rate of 21% for both of the years ended December 31, 2019 and 2018 and 35% for the year ended December 31, 2017
as a result of the following:
Years ended December 31,
2019
2018
2017
amounts in millions
Computed expected tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local income taxes, net of federal income taxes . . . . . . . . . . . . . . . .
Foreign income taxes, net of federal income taxes . . . . . . . . . . . . . . . . . . . . . .
Taxable dividends, net of dividends received deductions . . . . . . . . . . . . . . . . .
Federal tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance affecting tax expense . . . . . . . . . . . . . . . . . . . .
Change in tax rate due to Tax Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements with tax authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible executive compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible / Non-taxable interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of tax attributes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(108)
(41)
26
(10)
26
(40)
—
(48)
—
71
(22)
—
—
—
(20)
(166)
(219)
18
22
(27)
30
(62)
(8)
1
43
38
(7)
—
—
—
(5)
(176)
(289)
(37)
88
(7)
22
212
929
(4)
253
40
(4)
(22)
(60)
(42)
(16)
1,063
For the year ended December 31, 2019, the significant reconciling items, as noted in the table above, are additional
tax expense related to increases in the Company’s valuation allowance, changes in the Company’s effective state tax rate
and the effect of state income taxes, partially offset by tax benefits related to deductible stock based compensation, earnings
in foreign jurisdictions taxed at rates lower than the 21% U.S. federal tax rate and federal income tax credits.
For the year ended December 31, 2018, the significant reconciling items, as noted in the table above, are
deductible stock-based compensation, benefits related to federal tax credits and the resolution of historical matters with
various tax authorities, partially offset by changes in the valuation allowance and taxable dividends not recognized for
book purposes.
For the year ended December 31, 2017, the significant reconciling items, as noted in the table above, are a net tax
benefit for the effect of the changes in the U.S. federal corporate tax rate from 35% to 21% on deferred taxes, a net tax
benefit for the resolution of historical matters with various tax authorities and a net tax benefit for the effects of a new
U.K. tax law that changed the Company’s judgment with respect to the future realization of U.K. tax losses.
F-86
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets
and deferred income tax liabilities are presented below:
December 31,
2019
amounts in millions
2018
Deferred tax assets:
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,510 1,355
97
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
514
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Other future deductible amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,006 1,988
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(216)
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(174)
1,790 1,814
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
106
240
74
45
31
Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other future taxable amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
359
2,912 2,690
76
314
3,460 3,465
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,670 1,651
90
458
—
—
Sirius XM Holdings’ deferred tax assets and liabilities are included in the amounts above although Sirius XM
Holdings’ deferred tax assets and liabilities are not offset with Liberty’s deferred tax assets and liabilities as Sirius XM
Holdings is not included in the consolidated group tax return of Liberty. Liberty’s acquisition of a controlling interest in
Sirius XM Holdings’ outstanding common stock during January 2013 did not cause a change in control under Section 382
of the Code.
During the year ended December 31, 2019, there was a $40 million increase in the Company’s valuation
allowance that affected tax expense and a $2 million increase that affected equity.
At December 31, 2019, the Company had a deferred tax asset of $1,510 million for federal, state and foreign net
operating losses (“NOLs”), interest expense carryforwards and tax credit carryforwards. Of this amount, $1,010 million is
recorded at the Sirius XM Holdings level. If not utilized to reduce income tax liabilities at Sirius XM Holdings in future
periods, these loss carryforwards and tax credits will expire on various dates through 2038. The Company has $44 million
of federal NOLs, $85 million of federal interest expense carryforwards, $239 million of foreign NOLS and $130 million
of foreign interest expense carryforwards that may be carried forward indefinitely. The remaining $2 million of
carryforwards expire at certain future dates. These carryforwards are expected to be utilized in future periods, except for
$216 million of NOLs, interest expense carryforwards and tax credit carryforwards which, based on current projections,
will not be utilized in the future and are subject to a valuation allowance.
F-87
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
A reconciliation of unrecognized tax benefits is as follows:
2019
December 31,
2018
2017
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . $ 387
Reductions for tax positions of prior years . . . . . . . . .
Increase in tax positions for current year . . . . . . . . . . .
Increase in tax positions from prior years . . . . . . . . . .
Settlements with tax authorities . . . . . . . . . . . . . . . . . .
Increase in tax positions from acquisition . . . . . . . . . .
12
1
—
18
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 405
15
65
(31)
—
387
304
(1)
16
37
(423)
432
365
amounts in millions
365
(13) (27)
As of December 31, 2019, the Company had recorded tax reserves of $405 million related to unrecognized tax
benefits for uncertain tax positions. If such tax benefits were to be recognized for financial statement purposes,
approximately $297 million dollars would be reflected in the Company’s tax expense and affect its effective tax rate. We
do not currently anticipate that our existing reserves related to uncertain tax positions as of December 31, 2019 will
significantly increase or decrease during the twelve-month period ending December 31, 2020; however, various events
could cause our current expectations to change in the future. The Company’s estimate of its unrecognized tax benefits
related to uncertain tax positions requires a high degree of judgment.
As of December 31, 2019, the Company’s tax years prior to 2016 are closed for federal income tax purposes, and
the IRS has completed its examination of the Company’s 2016 and 2017 tax years. The Company’s 2018 and 2019 tax
years are being examined currently as part of the IRS’s Compliance Assurance Process program. Various states are
currently examining the Company’s prior years’ state income tax returns. Sirius XM Holdings, which does not consolidate
with Liberty for income tax purposes, has certain state income tax audits pending. We do not expect the ultimate disposition
of these audits to have a material adverse effect on our financial position or results of operations.
As of December 31, 2019, the Company had less than $1 million dollars in accrued interest and penalties recorded
related to uncertain tax positions.
(12) Stockholders’ Equity
Preferred Stock
Liberty’s preferred stock is issuable, from time to time, with such designations, preferences and relative
participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in
a resolution or resolutions providing for the issue of such preferred stock adopted by Liberty’s board of directors. As of
December 31, 2019, no shares of preferred stock were issued.
Common Stock
As discussed in note 2, on April 15, 2016, the Company completed the Recapitalization of its common stock into
three new tracking stock groups, one designated as the Liberty SiriusXM common stock, one designated as the Liberty
Braves common stock and one designated as the Liberty Media common stock. As further discussed in note 2, the Liberty
Media common stock was renamed Liberty Formula One common stock on January 24, 2017 shortly after the Second
Closing.
F-88
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
As discussed in note 1, on July 23, 2014, holders of Series A and Series B Liberty Media Corporation common
stock received a dividend of two shares of Series C Liberty Media Corporation common stock for each share of Series A
or Series B Liberty Media Corporation common stock held by them as of July 7, 2014.
Series A Liberty SiriusXM, Liberty Braves and Liberty Formula One common stock have one vote per share,
Series B Liberty SiriusXM, Liberty Braves and Liberty Formula One common stock have ten votes per share and Series C
Liberty SiriusXM, Liberty Braves and Liberty Formula One common stock have no votes per share except as otherwise
required by Delaware law. Each share of Series B common stock is exchangeable at the option of the holder for one share
of Series A common stock of the same group. All series of our common stock participate on an equal basis with respect to
dividends and distributions.
Purchases of Common Stock
There were no repurchases of Liberty common stock made pursuant to the Company’s authorized repurchase
program during the year ended December 31, 2017.
During the year ended December 31, 2018, the Company repurchased 10.8 million shares of Series C Liberty
SiriusXM common stock for aggregate cash consideration of $466 million under the authorized repurchase program. All
of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance. There
were no repurchases of Series A Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One
common stock and no repurchases of Series C Liberty Braves common stock or Liberty Formula One common stock
during the year ended December 31, 2018.
During the year ended December 31, 2019, the Company repurchased 11.0 million shares of Series C Liberty
SiriusXM common stock for aggregate cash consideration of $443 million under the authorized repurchase program. All
of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance. There
were no repurchases of Series A Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Formula One
common stock and no repurchases of Series C Liberty Braves common stock or Liberty Formula One common stock
during the year ended December 31, 2019.
Dividends Declared by Subsidiary
During the year ended December 31, 2017, Sirius XM Holdings declared a cash dividend each quarter, and paid
in cash an aggregate amount of $190 million, of which Liberty received $130 million.
During the year ended December 31, 2018, Sirius XM Holdings declared a cash dividend each quarter, and paid
in cash an aggregate amount of $201 million, of which Liberty received $143 million.
During the year ended December 31, 2019, Sirius XM Holdings declared a cash dividend each quarter, and paid
in cash an aggregate amount of $226 million, of which Liberty received $157 million. Sirius XM Holdings’ board of
directors expects to declare regular quarterly dividends, in an aggregate annual amount of $0.05324 per share of common
stock. On January 30, 2020, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock in
the amount of $0.01331 per share of common stock, payable on February 28, 2020 to stockholders of record at the close
of business on February 12, 2020.
F-89
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
(13) Related Party Transactions with Officers and Directors
Chief Executive Officer Compensation Arrangement
In December 2019, the Compensation Committee (the “Committee”) of Liberty approved a compensation
arrangement (the “CEO Arrangement”) for its President and Chief Executive Officer (the “CEO”). Also in December
2019, each of the Service Companies executed an amendment to each Service Company’s services agreement with Liberty,
pursuant to which components of the CEO’s compensation described below will either be paid directly to the CEO by each
Service Company or reimbursed to Liberty, in each case based on allocations among Liberty and each of the Service
Companies set forth in the service agreement amendments. For 2020, the allocation percentage for Liberty is 44%.
Beginning with his 2021 compensation, this percentage will be determined based on a combination of (1) relative market
capitalizations, weighted 50%, and (2) a blended average of historical time allocation on a Liberty-wide and CEO basis,
weighted 50%, in each case, absent agreement to the contrary by Liberty and the Service Companies in consultation with
the CEO. The percentage will then be adjusted annually and following certain events.
The CEO Arrangement provides for a five year employment term which began on January 1, 2020 and ends
December 31, 2024, with an annual base salary of $3 million (with no contracted increase), a one-time cash commitment
bonus of $5 million and annual target cash performance bonus of $17 million (with payment subject to the achievement of
one or more performance metrics as determined by the applicable company’s Compensation Committee), upfront equity
awards and annual equity awards (as described below).
The CEO is entitled to receive term equity awards with an aggregate grant date fair value of $90 million (the
“Upfront Awards”) to be granted in two equal tranches. The first tranche consisted of time-vested stock options from each
of Liberty, Qurate Retail, Liberty Broadband and GCI Liberty and time-vested restricted stock units from Liberty
TripAdvisor (collectively, the “2019 term awards”) that vest, in each case, on December 31, 2023 (except Liberty
TripAdvisor’s award of time-vested restricted stock units, which vests on December 15, 2023), subject to the CEO’s
continued employment, except under certain circumstances. Liberty’s portion of the 2019 term awards, granted in
December 2019, had an aggregate grant date fair value of $19,800,000 and consisted of stock options to purchase 927,334
Series C Liberty SiriusXM common stock (“LSXMK”) shares, 313,342 Series C Liberty Braves (“BATRK”) shares and
588,954 Series C Formula One common stock (“FWONK”) shares, with exercise prices of $47.11, $29.10 and $43.85,
respectively. The second tranche of the Upfront Awards will be granted on or before December 15, 2020, subject to the
CEO’s continued employment on such date or the earlier occurrence of a termination of employment due to death,
disability, by the issuing company without cause or by the CEO for good reason, and will consist of the same types of
awards described above with respect to the first tranche (collectively, the “2020 term awards”). The 2020 term awards will
vest, in each case, on December 31, 2024, subject to the CEO’s continued employment (except Liberty TripAdvisor’s
award of time-vested restricted stock units, which would vest on the fourth anniversary of its grant date), except under
certain circumstances. The portion of the 2020 term awards to be granted by Liberty is expected to consist of stock options
to purchase shares of its Series C common stock.
Beginning in 2020, the CEO will receive annual equity award grants with an annual aggregate grant date fair
value of $17.5 million, consisting of time-vested options and/or performance-based restricted stock units. The CEO may
elect the portions of his annual equity awards that he desires to be issued in the form of options, performance-based RSUs
or a combination of both. The annual equity awards will be allocated across Liberty and each of the Service Companies.
Vesting of any of these annual performance-based RSUs will be subject to the achievement of one or more performance
metrics to be approved by the Compensation Committee of the applicable company with respect to its respective allocable
portion of the annual performance-based RSUs. At Liberty, the CEO’s annual equity awards will be issued with respect to
LSXMK, BATRK and FWONK.
F-90
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The CEO will be entitled to payments and benefits if his employment is terminated, subject to the execution of
releases. Such payments and benefits generally will take the form of cash payments, issuance of fully vested shares and
the acceleration of unvested equity awards, depending on the type of termination. In the event that the CEO’s services to
a Service Company are discontinued and he remains employed by Liberty following such discontinuation (unless such
discontinuation is for cause (as defined in his employment agreement)), the Service Company will be required to make a
termination payment to Liberty, as well as provide the CEO with certain payments and benefits upon termination under
certain circumstances.
Chairman’s Employment Agreement
On December 12, 2008, the Committee determined to modify its employment arrangements with its Chairman of
the Board, to permit the Chairman to begin receiving payments in 2009 while he remains employed by the Company
(instead of following his termination) in satisfaction of Liberty’s obligations to him under two deferred compensation plans
and a salary continuation plan. Under one of the deferred compensation plans (the “8% Plan”), compensation has been
deferred by the Chairman since January 1, 1993 and accrues interest at the rate of 8% per annum compounded annually
from the applicable date of deferral. Under the second plan (the “13% Plan”), compensation was deferred by the Chairman
from 1982 until December 31, 1992 and accrues interest at the rate of 13% per annum compounded annually from the
applicable date of deferral. The amounts owed to the Chairman under the 8% Plan and 13% Plan aggregated approximately
$2.4 million and $20 million, respectively, at December 31, 2008. The amount owed to the Chairman under his salary
continuation plan aggregated approximately $39 million at December 31, 2008. The Chairman will receive 240 equal
monthly installments as follows: (1) approximately $20,000 under the 8% Plan; (2) approximately $237,000 under the
13% Plan; and (3) approximately $164,000 under the salary continuation plan. Interest ceased to accrue under his salary
continuation plan once the payment began.
(14) Stock-Based Compensation
Liberty—Incentive Plans
Pursuant to the Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”), the company may
grant Awards to purchase shares of Series A, Series B and Series C Liberty Media Corporation common stock. The 2017
Plan provides for Awards to be made in respect of a maximum of 50.0 million shares of Liberty Media Corporation
common stock. Awards generally vest over 1-5 years and have a term of 7-10 years. Liberty issues new shares upon
exercise of equity 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).
F-91
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Liberty—Grants of stock options
Awards granted in 2019, 2018 and 2017 are summarized as follows:
2019
Years ended December 31,
2018
Options Weighted Options Weighted Options Weighted
granted average
granted average
granted average
(000's)
GDFV
(000's)
(000's) GDFV
GDFV
2017
Series C Liberty SiriusXM common stock, Liberty
employees and directors (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179 $ 11.62
Series C Liberty SiriusXM common stock, Liberty CEO (2) . . . 1,419 $ 11.23
Series C Liberty Formula One common stock, Liberty
employees and directors (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Formula One common stock, Liberty CEO (2) . .
Series C Liberty Formula One common stock, Formula 1
employees (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,005 $ 9.79
Series C Liberty Braves common stock, Liberty employees
and directors (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Braves common stock, Liberty CEO (2) . . . . . .
62 $ 7.33
320 $ 7.36
139 $ 12.70
815 $ 11.67
33 $ 11.09
633 $ 11.56
263 $ 10.39
920 $ 8.50
21 $ 8.99
139 $ 8.80
153 $ 9.42
171 $ 8.96
1,888 $ 8.64
2,015 $ 8.16
5 $ 7.14
46 $ 6.44
35 $ 6.14
149 $ 6.02
(1) Mainly vests between three and five years for employees and in one year for directors.
(2) Grants made in March 2019 mainly cliff vested in December 2019, and grants made in December 2019 in connection
with the CEO’s new employment agreement cliff vest in December 2023. Grants in 2018 and 2017 mainly vested in
December 2018 and December 2017, respectively.
(3) Vest monthly over one year.
In addition to the stock option grants to the Liberty CEO, and in connection with his employment agreement,
Liberty granted time-based and performance-based restricted stock units (“RSUs”). During the year ended December 31,
2019, Liberty granted 12 thousand and 2 thousand time-based RSUs of Series C Liberty Formula One common stock and
Series C Liberty Braves common stock, respectively. Such RSUs had a GDFV of $33.94 per share and $27.73 per share,
respectively, at the time they were granted and cliff vested on March 11, 2019. During the years ended December 31,
2019, 2018 and 2017, Liberty granted 60 thousand, 86 thousand and 50 thousand performance-based RSUs, respectively,
of Series C Liberty Formula One common stock. Such RSUs had a GDFV of $33.94 per share, $31.99 per share and $33.92
per share, respectively. During the years ended December 31, 2019 and 2018, Liberty granted 38 thousand and 12 thousand
performance-based RSUs, respectively, of Series C Liberty Braves common stock. Such RSUs had a GDFV of $27.73 per
share and $23.34 per share, respectively. The 2019, 2018 and 2017 performance-based RSUs cliff vest one year from the
month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the
compensation committee. Performance objectives, which are subjective, are considered in determining the timing and
amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the
Company records compensation expense. The value of the grant is remeasured at each reporting period. The stock option
grants include the first upfront award related to the CEO’s new employment agreement. See discussion in note 13 regarding
the new compensation agreement with the Company’s CEO.
The Company did not grant any options to purchase Series A or Series B of Liberty SiriusXM, Liberty Formula
One or Liberty Braves common stock during the year ended December 31, 2019.
F-92
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model.
The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made
in 2019, 2018 and 2017, the range of expected terms was 3.5 to 6.3 years. The volatility used in the calculation for Awards
is based on the historical volatility of Liberty’s stocks and the implied volatility of publicly traded Liberty options. The
Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject
options.
The following table presents the volatilities used by the Company in the Black-Scholes Model for the 2019, 2018
and 2017 grants.
2019 grants
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.8 % - 27.5 %
2018 grants
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.5 % - 26.0 %
Volatility
2017 grants
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.6 % - 29.8 %
Liberty—Outstanding Awards
The following tables present the number and weighted average exercise price (“WAEP”) of Awards 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 Awards.
Liberty SiriusXM
Series A
Weighted Aggregate
Outstanding at January 1, 2019 . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2019 . . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2019 . . . . . . . . . . . . . . . . . .
average
remaining
life
intrinsic
value
(in millions)
Liberty
Awards (000's) WAEP
1,403 $ 19.84
—
(1,381) $ 19.79
—
— $
— $
22 $ 22.62 0.4 years $
22 $ 22.62 0.4 years $
1
1
F-93
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Series C
Weighted Aggregate
Outstanding at January 1, 2019 . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2019 . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2019 . . . . . . . . . . . . . . . . . .
average
remaining
life
intrinsic
value
(in millions)
Liberty
Awards (000's) WAEP
11,495 $ 28.85
1,598 $ 45.08
(2,923) $ 20.42
(353) $ 31.69
9,817 $ 33.90 3.6 years $
7,997 $ 32.18 3.2 years $
140
128
Liberty Formula One
Series A
Weighted Aggregate
Outstanding at January 1, 2019 . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2019 . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2019 . . . . . . . . . . . . . . . . . .
average
remaining
life
intrinsic
value
(in millions)
Liberty
Awards (000's) WAEP
360 $ 11.71
—
(359) $ 11.71
—
— $
— $
1 $ 12.63 3.0 years $
1 $ 12.63 3.0 years $
—
—
Series C
Liberty
Awards (000's) WAEP
Weighted Aggregate
average
remaining
life
intrinsic
value
(in millions)
Outstanding at January 1, 2019 . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2019 . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2019 . . . . . . . . . . . . . . . . . .
6,684 $ 26.92
2,959 $ 36.38
(1,273) $ 21.80
(86) $ 19.26
8,284 $ 31.16 4.9 years $
6,427 $ 29.61 4.5 years $
123
105
F-94
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Liberty Braves
Series A
Liberty
Awards (000's) WAEP
Weighted Aggregate
average
remaining
life
intrinsic
value
(in millions)
Outstanding at January 1, 2019 . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2019 . . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2019 . . . . . . . . . . . . . . . . . . .
— $
177 $ 11.44
—
(175) $ 11.43
—
— $
2 $ 11.89 2.5 years $
2 $ 11.89 2.5 years $
—
—
Series C
Liberty
Awards (000's) WAEP
Weighted Aggregate
average
remaining
life
intrinsic
value
(in millions)
Outstanding at January 1, 2019 . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2019 . . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2019 . . . . . . . . . . . . . . . . . . .
1,276 $ 16.58
382 $ 28.93
(358) $ 11.37
(33) $ 15.19
1,267 $ 21.82 4.3 years $
815 $ 18.81 3.1 years $
10
9
There were no outstanding Series B options to purchase shares of Series B Liberty SiriusXM common stock,
Liberty Formula One common stock or Liberty Braves common stock during 2019.
As of December 31, 2019, the total unrecognized compensation cost related to unvested Liberty Awards was
approximately $34 million. Such amount will be recognized in the Company’s consolidated statements of operations over
a weighted average period of approximately 2.1 years.
As of December 31, 2019, 9.8 million, 8.3 million and 1.3 million shares of Series A and Series C Liberty
SiriusXM, Liberty Formula One and Liberty Braves common stock, respectively, were reserved for issuance under exercise
privileges of outstanding stock Awards.
Liberty—Exercises
The aggregate intrinsic value of all options exercised during the years ended December 31, 2019, 2018 and 2017
was $163 million, $22 million and $31 million, respectively.
F-95
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Liberty—Restricted Stock
The Company had approximately 94 thousand, 149 thousand and 73 thousand unvested restricted shares of
Liberty SiriusXM, Liberty Formula One and Liberty Braves common stock, respectively, held by certain directors, officers
and employees of the Company as of December 31, 2019. These Series A and Series C unvested restricted shares of Liberty
SiriusXM common stock, Liberty Formula One common stock and Liberty Braves common stock had a weighted average
GDFV of $36.07, $34.03 and $27.31 per share, respectively.
The aggregate fair value of all restricted shares of Liberty common stock that vested during the years ended
December 31, 2019, 2018 and 2017 was $17 million, $9 million and $85 million, respectively.
Sirius XM Holdings—Stock-based Compensation
During the years ended December 31, 2019, 2018 and 2017, Sirius XM Holdings granted various types of stock
awards to its employees and members of its board of directors. Stock-based awards are generally subject to a graded vesting
requirement, which is generally three to four years from the grant date. Stock options generally expire ten years from the
date of grant. Restricted stock units include performance-based restricted stock units (“PRSUs”), the vesting of which are
subject to the achievement of performance goals and the employee's continued employment and generally cliff vest on the
third anniversary of the grant date. Sirius XM Holdings calculates the grant-date fair value for all of its equity classified
awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The weighted
average volatility applied to the fair value determination of Sirius XM Holdings’ option grants during 2019, 2018 and 2017
was 26%, 23% and 24%, respectively. During the year ended December 31, 2019, Sirius XM Holdings granted
approximately 15 million stock options with a weighted-average exercise price of $6.10 per share and a grant date fair
value of $1.26 per share. As of December 31, 2019, Sirius XM Holdings has approximately 208 million options
outstanding of which approximately 148 million are exercisable, each with a weighted-average exercise price per share of
$4.46 and $3.96, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $560 million
and $472 million, respectively. During the year ended December 31, 2019, Sirius XM Holdings granted approximately
38 million RSUs and PRSUs with a grant date fair value of $6.01 per share. In addition, 48 million RSUs with a grant date
fair value per share of $5.83 were granted during the year ended December 31, 2019 in connection with the Pandora
acquisition. The stock-based compensation related to Sirius XM Holdings stock options and restricted stock awards was
$229 million, $133 million and $124 million for the years ended December 31, 2019, 2018, and 2017, respectively. In
addition, the acquisition and other costs recognized by Sirius XM Holdings during the year ended December 31, 2019
includes $21 million of stock-based compensation. As of December 31, 2019, the total unrecognized compensation cost
related to unvested Sirius XM Holdings stock options was $415 million. The Sirius XM Holdings unrecognized
compensation cost will be recognized in the Company’s consolidated statements of operations over a weighted average
period of approximately 2.4 years.
(15) Employee Benefit Plans
Liberty is the sponsor of the Liberty Media 401(k) Savings Plan (the “Liberty 401(k) Plan”), which provides its
employees and the employees of certain of its subsidiaries an opportunity for ownership in the Company and creates a
retirement fund. The Liberty 401(k) Plan provides for employees to make contributions to a trust for investment in Liberty
common stock, as well as several mutual funds. The Company and its subsidiaries make matching contributions to the
Liberty 401(k) Plan based on a percentage of the amount contributed by employees. In addition, certain of the Company’s
subsidiaries have similar employee benefit plans. Employer cash contributions to all plans aggregated $19 million,
$20 million and $17 million for each of the years ended December 31, 2019, 2018 and 2017, respectively.
F-96
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
(16) Other Comprehensive Earnings (Loss)
Accumulated other comprehensive earnings (loss) included in Liberty’s consolidated balance sheets and
consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, unrealized holding
gains and losses on debt and equity securities and Liberty’s share of accumulated other comprehensive earnings of
affiliates.
The change in the components of accumulated other comprehensive earnings (loss), net of taxes (“AOCI”), is
summarized as follows:
Unrealized Foreign
holding
currency
gains (losses) translation
on securities adjustment Other
AOCI
Balance at January 1, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other comprehensive earnings (loss) attributable to Liberty stockholders . .
Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss) attributable to Liberty stockholders . .
Cumulative adjustment for change in accounting principle . . . . . . . . . . . . . .
Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss) attributable to Liberty stockholders . .
Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
amounts in millions
(22)
16
(6)
(24)
—
(30)
13
(17)
(31)
14
(17)
22
2
7
(11)
(4)
(9)
(3)
(12)
(3)
—
(15)
3
(12)
(62)
27
(35)
(5)
2
(38)
5
(33)
The components of other comprehensive earnings (loss) are reflected in Liberty’s consolidated statements of
comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component of
other comprehensive earnings (loss).
Tax
Before-tax
amount
(expense) Net-of-tax
amount
benefit
amounts in millions
Year ended December 31, 2019:
Unrealized holding gains (losses) arising during period . . . . . . . . . . . . . . . . . . . . . . . .
Credit risk on fair value debt instruments gains (losses) . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2018:
Unrealized holding gains (losses) arising during period . . . . . . . . . . . . . . . . . . . . . . . .
Credit risk on fair value debt instruments gains (losses) . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2017:
Unrealized holding gains (losses) arising during period . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
4
(17)
27
14
(4)
41
(56)
(19)
(5)
60
55
(1)
4
(6)
(3)
1
(9)
12
4
2
(22)
(20)
3
(13)
21
11
(3)
32
(44)
(15)
(3)
38
35
F-97
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
(17) Commitments and Contingencies
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 consolidated financial statements with respect to these indemnification guarantees.
Employment Contracts
The Atlanta Braves and certain of their players (current and former), coaches and executives have entered into
long-term employment contracts whereby such individuals’ compensation is guaranteed. Amounts due under guaranteed
contracts as of December 31, 2019 aggregated $352 million, which is payable as follows: $112 million in 2020,
$93 million in 2021, $39 million in 2022, $29 million in 2023, $24 million in 2024 and $55 million thereafter. In addition
to the foregoing amounts, certain players, coaches and executives may earn incentive compensation under the terms of
their employment contracts.
Programming, music royalties and other contractual arrangements
Sirius XM Holdings has entered into various programming agreements under which Sirius XM Holdings’
obligations include fixed payments, advertising commitments and revenue sharing arrangements. In addition, Sirius XM
Holdings has entered into certain music royalty arrangements that include fixed payments. Amounts due under
programming and music royalty agreements are payable as follows: $845 million in 2020, $461 million in 2021,
$306 million in 2022, $101 million in 2023 and $49 million in 2024. Future revenue sharing costs are dependent upon
many factors and are difficult to estimate; therefore, they are not included in the amounts above. In addition, Sirius XM
Holdings has entered into agreements related to certain satellite and transmission costs, sales and marketing costs and in-
orbit performance payments to the manufacturer of its satellites. Amounts due under these agreements are payable as
follows: $151 million in 2020, $41 million in 2021, $32 million in 2022, $19 million in 2023 and $13 million in 2024.
Litigation
The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the
ordinary course of business. We record a liability when we believe that it is both probable that a liability will be incurred
and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount
of the liability accrual and make adjustments as appropriate. Significant judgment is required to determine both probability
and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss
or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages
sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of
pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the
outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved;
(vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there
may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if
F-98
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
any. 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 consolidated financial statements.
During the fourth quarter of 2017, Sirius XM Holdings recorded $45 million related to music royalty litigation
settlements. The expense is included in the Revenue share and royalties line item in the accompanying consolidated
financial statements for the year ended December 31, 2017, but has been excluded from Adjusted OIBDA (as defined in
note 18) for the corresponding period as this expense was not incurred as a part of Sirius XM Holdings’ normal operations
for the period and does not relate to the on-going performance of the business.
Telephone Consumer Protection Act Suits. On March 13, 2017, Thomas Buchanan, individually and on behalf of
all others similarly situated, filed a class action complaint against Sirius XM Holdings in the United States District Court
for the Northern District of Texas, Dallas Division. The plaintiff alleges that Sirius XM Holdings violated the Telephone
Consumer Protection Act of 1991 (the “TCPA”) by, among other things, making telephone solicitations to persons on the
National Do-Not-Call registry, a database established to allow consumers to exclude themselves from telemarketing calls
unless they consent to receive the calls in a signed, written agreement, and making calls to consumers in violation of Sirius
XM Holdings’ internal Do-Not-Call registry. The plaintiff is seeking various forms of relief, including statutory damages
of $500 for each violation of the TCPA or, in the alternative, treble damages of up to $1,500 for each knowing and willful
violation of the TCPA and a permanent injunction prohibiting Sirius XM Holdings from making, or having made, any
calls to land lines that are listed on the National Do-Not-Call registry or Sirius XM Holdings’ internal Do-Not-Call registry.
Following a mediation, in April 2019, Sirius XM Holdings entered into an agreement to settle this purported class
action suit. The settlement resolves the claims of consumers for the period October 2013 through January 2019. As part
of the settlement, Sirius XM Holdings paid $25 million into a non-reversionary settlement fund from which cash to class
members, notice, administrative costs, and attorney's fees and costs will be paid. The settlement also contemplates that
Sirius XM Holdings will provide three months of service to its All Access subscription package for those members of the
class that elect to receive it, in lieu of cash, at no cost to those class members and who are not active subscribers at the time
of the distribution. The availability of this three-month service option will not diminish the $25 million common fund. As
part of the settlement, Sirius XM Holdings will also implement certain changes relating to its “Do-Not-Call” practices and
telemarketing programs. On January 28, 2020, the Court issued an order and final judgment approving the settlement. This
charge is included in the selling, general and administrative expense line item in the consolidated financial statements for
the year ended December 31, 2019, but has been excluded from Adjusted OIBDA (as defined in note 18) for the
corresponding period as this charge does not relate to the on-going performance of the business.
SoundExchange Royalty Claims. On June 7, 2018, Sirius XM Holdings entered into an agreement with
SoundExchange, Inc. (“Sound Exchange”), the organization that collects and distributes sound recording royalties pursuant
to Sirius XM Holdings’ statutory license, to settle the cases titled SoundExchange, Inc. v. Sirius XM Radio, Inc., No.13-
cv-1290-RJL (D.D.C.), and SoundExchange, Inc. v. Sirius XM Radio, Inc., No.17-cv-02666-RJL (D.D.C.). A description
of these actions is contained in our prior public filings. In connection with the settlement, Sirius XM Holdings made a one-
time lump sum payment of $150 million to SoundExchange on July 6, 2018. Sirius XM Holdings accrued for a portion of
this liability in prior years and recorded a $69 million charge for the remaining liability during the second quarter of 2018.
This expense is included in the Revenue share and royalties line item in the accompanying consolidated financial
statements for the year ended December 31, 2018, but has been excluded from Adjusted OIBDA (as defined in note 18)
for the corresponding period as this expense was not incurred as a part of Sirius XM Holdings’ normal operations and does
not relate to the on-going performance of the business. The settlement resolved all outstanding claims, including ongoing
audits, under Sirius XM Holdings’ statutory license for sound recordings for the period January 1, 2007 through December
31, 2017.
Pre-1972 Sound Recording Litigation. On October 2, 2014, Flo & Eddie Inc. filed a class action suit against
Pandora in the federal district court for the Central District of California. The complaint alleges a violation of California
F-99
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Civil Code Section 980, unfair competition, misappropriation and conversion in connection with the public performance
of sound recordings recorded prior to February 15, 1972 (“pre-1972 recordings”). On December 19, 2014, Pandora filed a
motion to strike the complaint pursuant to California’s Anti-Strategic Lawsuit Against Public Participation ("Anti-
SLAPP") statute, which following denial of Pandora’s motion was appealed to the Ninth Circuit Court of Appeals. In
March 2017, the Ninth Circuit requested certification to the California Supreme Court on the substantive legal questions.
The California Supreme Court accepted certification. In May 2019, the California Supreme Court issued an order
dismissing consideration of the certified questions on the basis that, following the enactment of the Orrin G. Hatch-Bob
Goodlatte Music Modernization Act, Pub. L. No. 115-264, 132 Stat. 3676 (2018) (the “MMA”), resolution of the questions
posed by the Ninth Circuit Court of Appeals was no longer “necessary to . . . settle an important question of law.”
The MMA grants a potential federal preemption defense to the claims asserted in the aforementioned lawsuits. In
July 2019, Pandora took steps to avail itself of this preemption defense, including making the required payments under the
MMA for certain of its uses of pre-1972 recordings. Based on the federal preemption contained in the MMA (along with
other considerations), Pandora asked the Ninth Circuit to order the dismissal of the Flo & Eddie, Inc. v. Pandora Media,
Inc. case. On October 17, 2019, the Ninth Circuit Court of Appeals issued a memorandum disposition concluding that the
question of whether the MMA preempts Flo and Eddie's claims challenging Pandora's performance of pre-1972 recordings
"depends on various unanswered factual questions" and remanded the case to the District Court for further proceedings.
After Flo & Eddie filed its action in 2014 against Pandora, several other plaintiffs commenced separate actions,
both on an individual and class action basis, alleging a variety of violations of common law and state copyright and other
statutes arising from allegations that Pandora owed royalties for the public performance of pre-1972 recordings. Many of
these separate actions have been dismissed or are in the process of being dismissed. Sirius XM Holdings believes that
none of the remaining pending actions is likely to have a material adverse effect on Pandora’s business, financial condition
or results of operations.
Sirius XM Holdings believes it has substantial defenses to the claims asserted in these actions, and it intends to
defend these actions vigorously.
Copyright Royalty Board Proceeding to Determine the Rate for Statutory Webcasting. Pursuant to Sections 112
and 114 of the Copyright Act, the Copyright Royalty Board (the “CRB”) initiated a proceeding in January 2019 to set the
rates and terms by which webcasters may perform sound recordings via digital transmission over the internet and make
ephemeral reproductions of those recordings during the 2021-2025 rate period under the authority of statutory licenses
provided under Sections 112 and 114 of the Copyright Act. Sirius XM Holdings filed a petition to participate in the
proceeding on behalf of its Sirius XM and Pandora businesses, as did other webcasters including Google Inc. and the
National Association of Broadcasters. SoundExchange, a collective organization that collects and distributes digital
performance royalties to artists and copyright holders, represents the various copyright owner participants in the
proceeding, including Sony Music Entertainment, Universal Music Group, and Warner Music Group. Because the
proceeding focuses on setting statutory rates for non-interactive online music streaming (commonly identified as
“webcasting”), the proceeding will set the rates that Pandora pays for music streaming on its free, ad-supported tier, and
that Sirius XM pays for streaming on its subscription internet radio service. This proceeding will not set the rates that
Sirius XM Holdings pays for its other music offerings (satellite radio, business establishment services) or that it pays for
interactive streaming on the Pandora Plus and Pandora Premium services.
In September 2019, the participants filed written direct statements, including proposed rates and terms for the
2021-2025 period. Sirius XM Holdings and other webcaster participants proposed rates below the existing statutory rates,
which for commercial webcasters are currently set at $0.0018 per performance for non-subscription transmissions (such
as offered by our Pandora ad-supported business) and $0.0024 per performance for subscription transmissions (such as
offered by our Sirius XM internet radio service). SoundExchange has proposed increasing the commercial webcasting
F-100
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
rates to $0.0028 per performance for non-subscription transmissions and $0.0031 per performance for subscription
transmissions.
In January 2020, the participants filed written rebuttal statements, responding to each other’s proposals.
Discovery in the matter is ongoing, and a multi-week hearing has been set to begin before the CRB in March 2020. The
CRB’s initial determination of the rates and terms for the 2021-2025 period is required to be delivered in December 2020.
(18) 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. The segment presentation for prior periods has been conformed to the current period segment presentation, as
discussed below.
The Company evaluates performance and makes decisions about allocating resources to its operating segments
based on financial measures such as revenue and Adjusted OIBDA (as defined below). In addition, the Company reviews
nonfinancial measures such as subscriber growth and penetration.
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 and restructuring 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 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.
The Company has identified the following subsidiaries as its reportable segments:
• Sirius XM Holdings is a consolidated subsidiary that operates two complementary audio entertainment
businesses, Sirius XM and Pandora. Sirius XM features music, sports, entertainment, comedy, talk, news,
traffic and weather channels as well as infotainment services, in the United States on a subscription fee basis
through its two proprietary satellite radio systems and through the internet via applications for mobile
devices, home devices and other consumer electronic equipment. Sirius XM also provides connected vehicle
services and a suite of in-vehicle data services. The Pandora business operates a music, comedy and podcast
streaming discovery platform. Pandora is available as an ad-supported radio service, a radio subscription
service, called Pandora Plus, and an on-demand subscription service, called Pandora Premium. Sirius XM
Holdings acquired Pandora on February 1, 2019, at which time it began consolidating the results of the
Pandora business.
• 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
F-101
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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. The Company acquired a controlling interest in Formula 1 on
January 23, 2017, at which time it began consolidating the results of the Formula 1 business.
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, distribution channels and marketing
strategies. The accounting policies of the segments that are also consolidated subsidiaries are the same as those described
in the Company’s summary of significant policies.
Performance Measures
Years ended December 31,
2019
Revenue
Adjusted
OIBDA
2018
Adjusted
2017
Adjusted
Revenue OIBDA
Revenue OIBDA
amounts in millions
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,794
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Total Liberty SiriusXM Group . . . . . . . . . . . . . . .
7,794
2,453
(17)
2,436
5,771
—
5,771
2,233
(16)
2,217
5,425
—
5,425
2,109
(15)
2,094
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . .
476
476
49
49
442
442
88
88
386
386
2
2
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . .
2,022
—
2,022
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,292
482
(36)
446
2,931
1,827
—
1,827
8,040
400
(25)
375
2,680
1,783
—
1,783
7,594
438
(41)
397
2,493
F-102
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Other Information
Total
assets
December 31, 2019
Investments Capital
in affiliates expenditures
Total
assets
amounts in millions
December 31, 2018
Investments Capital
in affiliates expenditures
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . $ 30,868
Corporate and other . . . . . . . . . . . . . . . . . .
553
Total Liberty SiriusXM Group . . . . . . . .
31,421
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . .
1,593
1,593
Formula One Group
Formula 1. . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . .
Elimination (1) . . . . . . . . . . . . . . . . . . . . . . . .
9,031
2,474
11,505
(330)
Consolidated Liberty . . . . . . . . . . . . . . . $ 44,189
644
—
644
99
99
—
882
882
—
1,625
363 27,812
480
28,292
—
363
103
103
1,805
1,805
16
28
44
—
8,958
1,999
10,957
(226)
510 40,828
629
—
629
92
92
—
920
920
—
1,641
356
—
356
33
33
12
2
14
—
403
(1) This is primarily the intergroup interests in the Liberty SiriusXM Group and the Braves Group held by the Formula
One Group, as discussed in note 2. The intergroup interests attributable to the Formula One Group are presented as an
asset and the intergroup interests attributable to the Liberty SiriusXM Group and the Braves Group are presented as
liabilities in the attributed financial statements and the offsetting amounts between tracking stock groups are
eliminated in consolidation.
The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss)
from continuing operations before income taxes:
Years ended December 31,
2018
2019
amounts in millions
2017
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,931 2,680
(69)
Litigation settlement (note 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(192)
(3)
Acquisition and other related costs (note 5) . . . . . . . . . . . . . . . . . . . . .
(905)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,511
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(606)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . . .
40
Realized and unrealized gains (losses) on financial instruments, net . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
513 1,041
(25)
(291)
(84)
(1,061)
1,470
(657)
6
(315)
9
Earnings (loss) from continuing operations before income taxes . . $
2,493
(45)
(230)
—
(824)
1,394
(591)
104
(88)
8
827
F-103
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Revenue by Geographic Area
Revenue by geographic area based on the country of domicile is as follows:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,172
2,022
98
$ 10,292
6,112
1,831
97
8,040
5,724
1,783
87
7,594
Years ended December 31,
2019
2018
2017
amounts in millions
Long-lived Assets by Geographic Area
December 31,
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(19) Quarterly Financial Information (Unaudited)
2018
2019
amounts in millions
2,246
16
2,262
2,457
12
2,469
1st
2nd
3rd
4th
Quarter
Quarter Quarter Quarter
amounts in millions, except per share amounts
2019:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,012
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
200
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (127)
Net earnings (loss) attributable to Liberty stockholders:
2,805
461
192
2,856
507
262
2,619
302
20
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
61
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(71)
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (148)
167
26
(77)
140
12
41
126
(44)
(127)
Basic net earnings (loss) attributable to Liberty stockholders per common
share:
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.19
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1.39)
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.64)
0.52
0.51
(0.33)
0.44
0.24
0.18
0.40
(0.86)
(0.55)
Diluted net earnings (loss) attributable to Liberty stockholders per
common share:
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.19
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1.39)
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.64)
0.52
0.46
(0.33)
0.44
0.16
0.18
0.39
(0.86)
(0.55)
F-104
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
1st
4th
Quarter
Quarter
amounts in millions, except per share amounts
3rd
Quarter
2nd
Quarter
2018:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,517
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
227
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
213
Net earnings (loss) attributable to Liberty stockholders:
2,199
374
255
2,315
531
366
2,009
379
31
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
200
(52)
(17)
165
(2)
9
185
41
42
126
18
(184)
Basic net earnings (loss) attributable to Liberty stockholders per common
share:
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.60
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1.02)
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.07)
0.50
(0.04)
0.04
0.56
0.80
0.18
0.39
0.35
(0.80)
Diluted net earnings (loss) attributable to Liberty stockholders per
common share:
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.59
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1.02)
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.07)
0.49
(0.04)
0.04
0.55
0.80
0.18
0.38
(0.07)
(0.80)
F-105
Unaudited Attributed Financial Information for Tracking Stock Groups
The following tables present Liberty Media Corporation’s (“Liberty”) assets and liabilities as of December 31,
2019 and December 31, 2018 and revenue, expenses and cash flows for the years ended December 31, 2019, 2018, and
2017. The tables further present our assets, liabilities, revenue, expenses and cash flows that are attributed to the Liberty
SiriusXM Group, Braves Group and the Formula One Group, respectively. The financial information should be read in
conjunction with our consolidated financial statements for the year ended December 31, 2019 included in this Annual
Report.
Notwithstanding the following attribution of assets, liabilities, revenue, expenses and cash flows to the Liberty
SiriusXM Group, Braves Group and the Formula One Group, our tracking stock capital structure does not affect the
ownership or the respective legal title to our assets or responsibility for our liabilities. We and our subsidiaries are each
responsible for our respective liabilities. Holders of Liberty SiriusXM common stock, Liberty Braves common stock and
Liberty Formula One common stock are holders of our common stock and are subject to risks associated with an investment
in our company and all of our businesses, assets and liabilities. The issuance of Liberty SiriusXM common stock, Liberty
Braves common stock and Liberty Formula One common stock does not affect the rights of our creditors.
F-106
SUMMARY ATTRIBUTED FINANCIAL DATA
Liberty SiriusXM Group
Summary Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investments in affiliates, accounted for using the equity method . . . . . . . . . $
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . $
Intangible assets subject to amortization, net . . . . . . . . . . . . . . . . . . . . . . . . . $
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Long-term debt, including current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Attributed net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Summary Statement of Operations Data:
December 31,
2019
December 31,
2018
amounts in millions
493
644
25,665
1,603
31,421
1,930
9,245
1,890
10,678
5,628
91
629
23,781
942
28,292
1,932
7,858
1,673
10,599
5,108
2019
Years ended December 31,
2018
amounts in millions
2017
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of subscriber services (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other operating expenses (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative expense (1) . . . . . . . . . . . . . . . . $
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) attributable to noncontrolling interests . . . . . . . $
Earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . $
7,794
(3,427)
(427)
(280)
(1,495)
1,544
(435)
(271)
241
494
5,771
(2,308)
(470)
(123)
(878)
1,620
(388)
(241)
328
676
5,425
(2,102)
(499)
(113)
(812)
1,547
(356)
466
535
1,124
(1) Includes stock-based compensation expense as follows:
Cost of subscriber services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expense . . . . . . . . . . . . . . . . . .
$
43
49
154
246
37
17
102
156
36
16
98
150
2019
Years ended December 31,
2018
amounts in millions
2017
F-107
Braves Group
Summary Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investments in affiliates, accounted for using the equity method . . . . . . . . $
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . $
Intangible assets subject to amortization, net . . . . . . . . . . . . . . . . . . . . . . . . $
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Long-term debt, including current portion . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Attributed net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Summary Statement of Operations Data:
December 31,
2019
December 31,
2018
amounts in millions
142
795
99
323
34
1,593
70
554
61
378
107
1,041
92
323
37
1,805
54
491
69
446
2019
Years ended December 31,
2018
amounts in millions
2017
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expense (1) . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . .
$
$
$
$
$
$
476
(104)
(39)
18
15
(77)
442
(100)
1
12
15
5
386
(136)
(113)
78
36
(25)
(1) Includes stock-based compensation of $17 million, $11 million, and $48 million for the years ended December 31,
2019, 2018 and 2017, respectively.
F-108
Formula One Group
Summary Balance Sheet Data:
December 31,
2019
December 31,
2018
amounts in millions
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Investments in affiliates, accounted for using the equity method . .
$
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . . .
$
Intangible assets subject to amortization, net . . . . . . . . . . . . . . . . . .
$
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Long-term debt, including current portion . . . . . . . . . . . . . . . . . . . .
$
Attributed net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
587
882
3,956
4,303
11,505
5,677
5,239
160
920
3,956
4,736
10,957
5,039
5,550
Summary Statement of Operations Data:
2019
Years ended December 31,
2018
amounts in millions
2017
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative expense (1) . . . . . . . . . . . . . . . . $
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . $
Realized and unrealized gains (losses) on financial
instruments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . $
2,022
(1,394)
(210)
(35)
(195)
12
(270)
90
(311)
1,827
(1,273)
(204)
(110)
(192)
17
43
50
(150)
1,783
(1,219)
(199)
(40)
(220)
(3)
(72)
561
255
(1) Includes stock-based compensation of $28 million, $25 million, and $32 million for the years ended December 31,
2019, 2018, and 2017, respectively.
F-109
BALANCE SHEET INFORMATION
December 31, 2019
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
Formula One Inter-Group Consolidated
Eliminations
Liberty
Group
amounts in millions
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . $
Trade and other receivables, net . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup interests (note 1) . . . . . . . . . . . . . . . . . . .
Investments in affiliates, accounted for using the
equity method (note 1) . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, at cost . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . .
Intangible assets not subject to amortization
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FCC licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization, net . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities and Equity
Current liabilities:
Intergroup payable (receivable) (note 4) . . . . . . . . $
Accounts payable and accrued liabilities . . . . . . . .
Current portion of debt (note 1) . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . .
Long-term debt (note 1) . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities (note 3) . . . . . . . . . .
Redeemable intergroup interests (note 1) . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity / Attributed net assets . . . . . . . . . . . . . . . . . .
Noncontrolling interests in equity of subsidiaries . .
Total liabilities and equity . . . . . . . . . . . . . . . . . . $
587
69
92
748
292
882
171
(59)
112
3,956
—
—
3,956
4,303
1,212
11,505
32
264
—
113
17
426
5,677
—
—
161
6,264
5,239
2
11,505
493
670
227
1,390
—
142
28
97
267
—
644
99
2,686
(1,331)
1,355
923
(128)
795
180
—
143
323
34
75
1,593
(9)
63
59
70
5
188
495
61
268
203
1,215
378
—
1,593
15,803
8,600
1,262
25,665
1,603
764
31,421
(23)
1,294
1
1,930
72
3,274
9,244
1,890
24
683
15,115
10,678
5,628
31,421
F-110
—
—
—
—
(292)
—
—
—
—
—
—
—
—
—
(38)
(330)
—
—
—
—
—
—
—
(38)
(292)
—
(330)
—
—
(330)
1,222
767
416
2,405
—
1,625
3,780
(1,518)
2,262
19,939
8,600
1,405
29,944
5,940
2,013
44,189
—
1,621
60
2,113
94
3,888
15,416
1,913
—
1,047
22,264
16,295
5,630
44,189
BALANCE SHEET INFORMATION
December 31, 2018
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
Formula One Inter-Group Consolidated
Eliminations
Liberty
Group
Assets
Current assets:
$
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . .
Trade and other receivables, net . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup interests (note 1). . . . . . . . . . . . . . . . . . . .
Investments in affiliates, accounted for
using the equity method (note 1) . . . . . . . . . . . . . . . .
Property and equipment, at cost . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . .
91
233
191
515
—
107
21
129
257
—
629
92
2,450
(1,112)
1,338
1,137
(96)
1,041
Intangible assets not subject to amortization
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FCC licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization, net . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Liabilities and Equity
Current liabilities:
Intergroup payable (receivable) (note 4) . . . . . . . . .
Accounts payable and accrued liabilities . . . . . . . .
Current portion of debt (note 1) . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . .
Long-term debt (note 1) . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities (note 3) . . . . . . . . . . .
Redeemable intergroup interests (note 1) . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity / Attributed net assets . . . . . . . . . . . . . . . . . . .
Noncontrolling interests in equity of subsidiaries . . .
Total liabilities and equity . . . . . . . . . . . . . . . . . .
$
$
180
—
143
323
37
55
1,805
(21)
29
14
54
8
84
477
69
226
511
1,367
446
(8)
1,805
14,250
8,600
931
23,781
942
1,087
28,292
(4)
854
3
1,932
15
2,800
7,855
1,673
—
257
12,585
10,599
5,108
28,292
F-111
amounts in millions
160
110
40
310
226
920
178
(88)
90
3,956
—
—
3,956
4,736
719
10,957
25
233
—
93
9
360
5,039
(91)
—
96
5,404
5,550
3
10,957
—
—
—
—
(226)
—
—
—
—
—
—
—
—
—
—
(226)
—
—
—
—
—
—
—
—
(226)
—
(226)
—
—
(226)
358
364
360
1,082
—
1,641
3,765
(1,296)
2,469
18,386
8,600
1,074
28,060
5,715
1,861
40,828
—
1,116
17
2,079
32
3,244
13,371
1,651
—
864
19,130
16,595
5,103
40,828
STATEMENT OF OPERATIONS INFORMATION
December 31, 2019
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
amounts in millions
Formula One
Group
Consolidated
Liberty
Revenue:
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . $
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses, including
stock-based compensation (note 2):
Cost of services (exclusive of depreciation shown
separately below):
Revenue share and royalties . . . . . . . . . . . . . . . . . . . . .
Programming and content . . . . . . . . . . . . . . . . . . . . . . .
Customer service and billing . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . .
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . .
Acquisition and other related costs . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net . . . . . . . . . .
Unrealized gain/(loss) on inter-group interests . . . . . .
Realized and unrealized gains (losses) on financial
instruments, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 3) . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the
noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . . $
7,794
—
—
7,794
2,291
462
475
199
—
427
280
1,495
84
537
6,250
1,544
(435)
(24)
—
(41)
(38)
(538)
1,006
(271)
735
241
494
—
—
476
476
—
—
—
—
—
—
340
104
—
71
515
(39)
(27)
18
(42)
(4)
2
(53)
(92)
15
(77)
—
(77)
—
2,022
—
2,022
7,794
2,022
476
10,292
—
—
—
—
1,394
—
—
210
—
453
2,057
(35)
(195)
12
42
(270)
45
(366)
(401)
90
(311)
—
(311)
2,291
462
475
199
1,394
427
620
1,809
84
1,061
8,822
1,470
(657)
6
—
(315)
9
(957)
513
(166)
347
241
106
F-112
STATEMENT OF OPERATIONS INFORMATION
December 31, 2018
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Revenue:
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . .
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses, including stock-based
compensation (note 2):
$
Cost of services (exclusive of depreciation shown
separately below):
Revenue share and royalties . . . . . . . . . . . . . . . . . . . . . .
Programming and content . . . . . . . . . . . . . . . . . . . . . . . .
Customer service and billing . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . .
Acquisition and other related costs . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net . . . . . . . . . . .
Unrealized gain/(loss) on inter-group interests . . . . . . .
Realized and unrealized gains (losses) on financial
instruments, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 3) . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the noncontrolling
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . . .
$
5,771
—
—
5,771
1,394
406
382
126
—
470
123
878
3
369
4,151
1,620
(388)
(11)
—
(1)
25
(375)
1,245
(241)
1,004
328
676
F-113
Formula One Consolidated
Liberty
Braves
Group
amounts in millions
Group
—
—
442
442
—
—
—
—
—
—
265
100
—
76
441
1
(26)
12
(24)
(2)
35
(5)
(4)
15
11
6
5
—
1,827
—
1,827
5,771
1,827
442
8,040
—
—
—
—
1,273
—
—
204
—
460
1,937
(110)
(192)
17
24
43
18
(90)
(200)
50
(150)
—
(150)
1,394
406
382
126
1,273
470
388
1,182
3
905
6,529
1,511
(606)
18
—
40
78
(470)
1,041
(176)
865
334
531
STATEMENT OF OPERATIONS INFORMATION
December 31, 2017
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Formula One Consolidated
Liberty
Braves
Group
amounts in millions
Group
$
5,425
—
—
5,425
—
—
386
386
—
1,783
—
1,783
5,425
1,783
386
7,594
Revenue:
SIRIUS XM Holdings revenue . . . . . . . . . . . . . . . . . . . . .
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses, including stock-based
compensation (note 2):
Cost of services (exclusive of depreciation shown
separately below):
Revenue share and royalties . . . . . . . . . . . . . . . . . . . . . .
Programming and content . . . . . . . . . . . . . . . . . . . . . . . .
Customer service and billing . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net . . . . . . . . . . .
Unrealized gain/(loss) on inter-group interests . . . . . . .
Realized and unrealized gains (losses) on financial
instruments, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 3) . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the noncontrolling
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . . .
$
F-114
1,210
388
385
119
—
499
113
812
352
3,878
1,547
(356)
29
—
(16)
(11)
(354)
1,193
466
1,659
535
1,124
—
—
—
—
—
—
296
136
67
499
(113)
(15)
78
(15)
—
3
51
(62)
36
(26)
(1)
(25)
—
—
—
—
1,219
—
—
199
405
1,823
(40)
(220)
(3)
15
(72)
16
(264)
(304)
561
257
2
255
1,210
388
385
119
1,219
499
409
1,147
824
6,200
1,394
(591)
104
—
(88)
8
(567)
827
1,063
1,890
536
1,354
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2019
(unaudited)
Attributed (note 1)
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of (earnings) loss of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized (gains) losses on intergroup interests, net . . . . . . . . . . . . . . . . . .
Realized and unrealized (gains) losses on financial
instruments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses (gains) on dilution of investment in affiliate . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup tax allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup tax (payments) receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges (credits), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities
Current and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Cash proceeds from dispositions of investments . . . . . . . . . . . . . . . . . . . . .
Cash (paid) received for acquisitions, net of cash acquired . . . . . . . . . . . . . .
Investments in equity method affiliates and debt and equity securities . . . . .
Repayment of loans and other cash receipts from equity method affiliates
and debt and equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expended for property and equipment, including internal-use
software and website development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of short term investments and other marketable securities . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty SiriusXM stock repurchases . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid in lieu of shares issued for stock-based compensation . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . .
Effect of foreign exchange rates on cash, cash equivalents and restricted cash .
Net increase (decrease) in cash, cash equivalents and restricted cash . .
Cash, cash equivalents and restricted cash at beginning of period . . . .
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . $
Liberty
SiriusXM
Group
735
537
267
24
—
41
7
—
57
268
(21)
(3)
4
(11)
39
1,944
373
313
(19)
11
(363)
73
(4)
384
5,795
(4,833)
(419)
(2,159)
(68)
(201)
(38)
(1,923)
—
405
102
507
F-115
Formula One Consolidated
Liberty
Braves
Group
amounts in millions
Group
(77)
.
71
17
(18)
42
4
1
—
—
(7)
(8)
21
18
(12)
23
75
—
—
(4)
—
(103)
—
—
(107)
96
(31)
—
—
—
(4)
(7)
54
—
22
190
212
(311)
347
453
28
(12)
(42)
270
1
(7)
—
(141)
29
(18)
(14)
20
38
294
69
—
(6)
—
(44)
—
18
37
129
(7)
(24)
—
—
(6)
4
96
—
427
160
587
1,061
312
(6)
—
315
9
(7)
57
120
—
—
8
(3)
100
2,313
442
313
(29)
11
(510)
73
14
314
6,020
(4,871)
(443)
(2,159)
(68)
(211)
(41)
(1,773)
—
854
452
1,306
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2018
(unaudited)
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of (earnings) loss of affiliates, net . . . . . . . . . . . . . . . . . . . . . .
Unrealized (gains) losses on intergroup interests, net . . . . . . . . . . . . .
Realized and unrealized (gains) losses on financial instruments, net . .
Noncash interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses (gains) on dilution of investment in affiliate . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . .
Intergroup tax allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup tax (payments) receipts . . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges (credits), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities
Current and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by operating activities . . . . . . . . . . . .
Cash flows from investing activities:
Cash proceeds from dispositions of investments . . . . . . . . . . . . . . . .
Cash (paid) received for acquisitions, net of cash acquired . . . . . . . . .
Investments in equity method affiliates and debt and equity securities
Repayment of loans and other cash receipts from equity method
affiliates and debt and equity securities . . . . . . . . . . . . . . . . . . . . .
Capital expended for property and equipment, including internal-use
software and website development . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by investing activities . . . . . . . . . . . .
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty SiriusXM stock repurchases . . . . . . . . . . . . . . . . . .
Subsidiary shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . .
Cash dividends paid by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid in lieu of shares issued for stock-based compensation . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by financing activities . . . . . . . . . . . .
Effect of foreign exchange rates on cash, cash equivalents
and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash, cash equivalents and restricted
cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at
beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at end of period . . . . $
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
amounts in millions
Formula One
Group
Consolidated
Liberty
1,004
11
(150)
865
369
156
11
—
1
(8)
—
—
231
22
(20)
2
(4)
21
1,785
—
(2)
(405)
14
(356)
(7)
(756)
2,795
(2,431)
(466)
(1,314)
(59)
(127)
50
(1,552)
—
(523)
625
102
76
11
(12)
24
2
5
—
—
(1)
(14)
35
(20)
8
(22)
103
155
—
—
—
(33)
37
159
123
(317)
—
—
—
—
(18)
(212)
—
50
140
190
460
25
(17)
(24)
(43)
2
1
1
(63)
(8)
(15)
1
(35)
133
268
244
—
(9)
—
(14)
6
227
699
(1,309)
—
—
—
(3)
(3)
(616)
(1)
(122)
282
160
905
192
(18)
—
(40)
(1)
1
1
167
—
—
(17)
(31)
132
2,156
399
(2)
(414)
14
(403)
36
(370)
3,617
(4,057)
(466)
(1,314)
(59)
(130)
29
(2,380)
(1)
(595)
1,047
452
F-116
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2017
(unaudited)
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of (earnings) loss of affiliates, net . . . . . . . . . . . . . . . . . . . . . . .
Unrealized (gains) losses on intergroup interests, net . . . . . . . . . . . . . .
Realized and unrealized (gains) losses on financial
instruments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses (gains) on dilution of investment in affiliate . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup tax allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup tax (payments) receipts . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other charges (credits), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities
Current and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by operating activities . . . . . . . . . . . . .
Cash flows from investing activities:
Cash proceeds from dispositions of investments . . . . . . . . . . . . . . . . .
Cash (paid) received for acquisitions, net of cash acquired . . . . . . . . . .
Investments in equity method affiliates and debt and equity securities .
Capital expended for property and equipment, including internal-use
software and website development . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by investing activities . . . . . . . . . . . . .
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of Series C Liberty Formula One common stock
Subsidiary shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . . .
Cash dividends paid by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid in lieu of shares issued for stock-based compensation . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by financing activities . . . . . . . . . . . . .
Effect of foreign exchange rates on cash, cash equivalents and restricted
cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash, cash equivalents and restricted
cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at beginning
of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at end
of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
Formula One
Group
Consolidated
Liberty
amounts in millions
1,659
(26)
257
1,890
352
150
(29)
—
16
7
—
35
(492)
(6)
4
(4)
30
127
1,849
—
(107)
(851)
(288)
(8)
(1,254)
4,553
(3,216)
—
(1,409)
(60)
(100)
(35)
(267)
—
328
297
625
67
48
(78)
15
—
3
—
5
2
(39)
15
18
(57)
(15)
(42)
5
—
(2)
(219)
(5)
(221)
544
(218)
—
—
—
(30)
—
296
—
33
107
140
405
32
3
(15)
72
6
(3)
8
(574)
45
(19)
(10)
77
(359)
(75)
16
(1,647)
(9)
(10)
(12)
(1,662)
1,600
(1,673)
1,938
—
—
(5)
(13)
1,847
4
114
168
282
824
230
(104)
—
88
16
(3)
48
(1,064)
—
—
4
50
(247)
1,732
21
(1,754)
(862)
(517)
(25)
(3,137)
6,697
(5,107)
1,938
(1,409)
(60)
(135)
(48)
1,876
4
475
572
1,047
F-117
Notes to Attributed Financial Information
(unaudited)
(1) As discussed in note 2 to the accompanying consolidated financial statements, on April 15, 2016 Liberty completed
a reclassification of Liberty Media Corporation’s (“Liberty” or the “Company”) common stock into three new
tracking stock groups, one designated as the Liberty Braves common stock, one designated as the Liberty Media
common stock and one designated as the Liberty SiriusXM common stock (the “Recapitalization”). Upon
completion of the Second Closing of the acquisition of Formula 1 on January 23, 2017, as discussed below, the
Liberty Media Group was renamed the Liberty Formula One Group (the “Formula One Group”).
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.
While the Liberty SiriusXM Group, Braves Group and Formula One 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. Therefore, the Liberty SiriusXM Group, Braves Group and
Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and
liabilities that have been attributed to each respective group. 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 company, such as Sirius XM Holdings Inc. (“Sirius XM Holdings”), Formula 1 or Live Nation
Entertainment, Inc. (“Live Nation”), in which Liberty holds an interest and that is attributed to a Liberty tracking
stock group, such as the Liberty SiriusXM Group or the Formula One 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 SiriusXM Group is comprised of our consolidated subsidiary, Sirius XM Holdings, corporate cash,
Liberty’s 2.125% Exchangeable Senior Debentures due 2048, Liberty’s 2.75% Exchangeable Senior Debentures
due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. On
February 1, 2019, Sirius XM Holdings acquired Pandora Media, Inc. (“Pandora”). See note 5 to the accompanying
consolidated financial statements for information related to Sirius XM Holdings’ acquisition of Pandora.
Additionally, as discussed below, the Formula One Group retains an intergroup interest in the Liberty SiriusXM
Group. As of December 31, 2019, the Liberty SiriusXM Group has cash and cash equivalents of approximately
$493 million, which includes $106 million of subsidiary cash.
The Braves Group is comprised of our consolidated subsidiary, Braves Holdings, LLC (“Braves Holdings”), which
indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC”) and certain assets and liabilities
associated with ANLBC’s stadium and mixed use development project (the “Development Project”) and cash. As
of December 31, 2019, the Braves Group has cash and cash equivalents of approximately $142 million, which
includes $59 million of subsidiary cash. Additionally, as discussed below, the Formula One Group retains an
intergroup interest in the Braves Group. See note 2 to the accompanying consolidated financial statements for
information regarding the Series C Liberty Braves common stock rights offering.
The Formula One Group is comprised of all of the businesses, assets and liabilities of Liberty other than those
specifically attributed to the Liberty SiriusXM Group or the Braves Group, including, as of December 31, 2019,
Liberty’s interests in Formula 1 and Live Nation, cash, intergroup interests in the Liberty SiriusXM Group and
Braves Group as well as Liberty’s 1.375% Cash Convertible Notes due 2023 and related financial instruments,
Liberty’s 1% Cash Convertible Notes due 2023, Liberty’s 2.25% Exchangeable Senior Debentures due 2046 and
Liberty’s 2.25% Exchangeable Senior Debentures due 2048. On September 7, 2016 Liberty, through its indirect
wholly owned subsidiary Liberty GR Cayman Acquisition Company, entered into two definitive stock purchase
agreements relating to the acquisition of Delta Topco Limited (“Delta Topco”), the parent company of Formula 1,
a global motorsports business. The transactions contemplated by the first purchase agreement were completed on
September 7, 2016 and provided for the acquisition of slightly less than a 20% minority stake in Formula 1 on an
undiluted basis. On October 27, 2016, under the terms of the first purchase agreement, Liberty acquired an
additional incremental equity interest of Delta Topco, maintaining Liberty’s investment in Delta Topco on an
undiluted basis and increasing slightly to 19.1% on a fully diluted basis. Liberty’s interest in Delta Topco and by
extension Formula 1 is attributed to the Formula One Group. Liberty acquired 100% of the fully diluted equity
F-118
Notes to Attributed Financial Information (Continued)
(unaudited)
interests of Delta Topco, other than a nominal number of shares held by certain Formula 1 teams, in a closing under
the second purchase agreement (and following the unwind of the first purchase agreement) on January 23, 2017
(the “Second Closing”). Liberty’s acquired interest in Formula 1, along with existing Formula 1 cash and debt
(which is non-recourse to Liberty), was attributed to the Formula One Group upon completion of the Second
Closing. As of December 31, 2019, the Formula One Group has cash and cash equivalents of approximately $587
million, which includes $402 million of subsidiary cash.
As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves Group.
As a result of the rights offering, the number of notional shares underlying the intergroup interest was adjusted to
9,084,940, representing a 15.1% intergroup interest in the Braves Group as of December 31, 2019. In addition,
during the fourth quarter of 2019, the Formula One Group began purchasing shares of Liberty SiriusXM common
stock. As of December 31, 2019, the number of notional shares representing the intergroup interest held by the
Formula One Group was 493,278, representing a 0.2% intergroup interest in the Liberty SiriusXM Group. The
intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common
stock; rather, the Formula One Group has attributed interests in the Braves Group and the Liberty SiriusXM Group
which are generally stated in terms of a notional number of shares of Series C Liberty Braves common stock and
Series C Liberty SiriusXM common stock, respectively, issuable to the Formula One Group with respect to its
interests in the Braves Group and Liberty SiriusXM Group, respectively. Each reporting period, the notional shares
representing the intergroup interests are marked to fair value. The changes in fair value are recorded in the
Unrealized gain (loss) on intergroup interests line item in the unaudited attributed consolidated statements of
operations. The Formula One Group’s intergroup interest is reflected in the Investment in intergroup interests line
item, and the Braves Group and Liberty SiriusXM Group liabilities for their respective intergroup interests are
reflected in the Redeemable intergroup interests line item in the unaudited attributed consolidated balance sheets.
Both accounts are presented as noncurrent, as there are currently no plans for the settlement of the intergroup
interests. Appropriate eliminating entries are recorded in the Company’s consolidated financial statements.
As the notional shares underlying the intergroup interests are not represented by outstanding shares of common
stock, such shares have not been officially designated Series A, B or C Liberty Braves common stock and Liberty
SiriusXM common stock. However, Liberty has assumed that the notional shares (if and when issued) would be
comprised of Series C Liberty Braves common stock and Series C Liberty SiriusXM common stock, respectively,
in order to not dilute voting percentages. Therefore, the market prices of Series C Liberty Braves common stock
and Series C Liberty SiriusXM common stock, respectively, are used for the quarterly mark-to-market adjustment
through the unaudited attributed consolidated statements of operations.
The intergroup interests will remain outstanding until the redemption of the outstanding interests, at the discretion
of the Company’s board of directors, through transfer of securities, cash and/or other assets from the Braves Group
and Liberty SiriusXM Group, respectively, to the Formula One Group.
For information relating to investments in affiliates accounted for using the equity method and debt, see notes
7 and 9, respectively, of the accompanying consolidated financial statements.
(2) Cash compensation expense for our corporate employees is allocated among the Liberty SiriusXM Group, Braves
Group and the Formula One Group based on the estimated percentage of time spent providing services for each
group. On an annual basis estimated time spent will be determined through an interview process and a review of
personnel duties unless transactions significantly change the composition of companies and investments in either
respective group which would require a timelier reevaluation of estimated time spent. Other general and
administrative expenses are charged directly to the groups whenever possible and are otherwise allocated based on
estimated usage or some other reasonably determined methodology. Stock compensation related to each tracking
stock is calculated based on actual awards outstanding.
While we believe that this allocation method is reasonable and fair to each group, we may elect to change the
allocation methodology or percentages used to allocate general and administrative expenses in the future.
F-119
Notes to Attributed Financial Information (Continued)
(unaudited)
(3) We have accounted for income taxes for the Liberty SiriusXM Group, the Braves Group and the Formula One
Group in the accompanying attributed financial information in a manner similar to a stand-alone company basis.
To the extent this methodology differs from our tax sharing policy, differences have been reflected in the attributed
net assets of the respective groups.
Liberty SiriusXM Group
Income tax benefit (expense) consists of:
2019
Years ended December 31,
2018
amounts in millions
2017
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . $
18
(21)
—
(3)
(241)
(27)
—
(268)
(271)
(22)
12
—
(10)
(235)
4
—
(231)
(241)
4
(30)
—
(26)
511
(19)
—
492
466
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of
21% for both of the years ended December 31, 2019 and 2018 and 35% for the year ended December 31, 2017
as a result of the following:
Years ended December 31,
2019
2018
2017
amounts in millions
Computed expected tax benefit (expense) . . . . . . . . . . . . . . . . . $
State and local income taxes, net of federal income taxes . . . .
Foreign income taxes, net of federal income taxes . . . . . . . . . .
Taxable dividends, net of dividends received deductions . . . . .
Federal tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance affecting tax expense . . . . . . . .
Change in tax rate due to Tax Act . . . . . . . . . . . . . . . . . . . . . . . .
Change in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . . . . . .
Non-deductible executive compensation . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . $
(211)
(45)
—
(11)
26
(4)
—
(45)
47
(19)
(9)
(271)
(262)
22
(1)
(28)
27
(14)
(8)
(3)
37
(6)
(5)
(241)
(418)
(40)
—
(9)
22
(4)
888
(4)
35
(3)
(1)
466
F-120
Notes to Attributed Financial Information (Continued)
(unaudited)
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and
deferred income tax liabilities are presented below:
Deferred tax assets:
$
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . .
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other future deductible amounts . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other future taxable amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
December 31,
2019
2018
amounts in millions
1,018
95
185
81
2
11
1,392
(70)
1,322
31
384
2,749
—
—
3,164
1,842
951
84
—
523
—
10
1,568
(67)
1,501
22
226
2,484
17
425
3,174
1,673
Braves Group
Income tax benefit (expense) consists of:
2019
Years ended December 31,
2018
amounts in millions
2017
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . $
8
—
—
8
—
7
—
7
15
14
—
—
14
9
(8)
—
1
15
36
2
—
38
3
(5)
—
(2)
36
F-121
Notes to Attributed Financial Information (Continued)
(unaudited)
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of
21% for both of the years ended December 31, 2019 and 2018 and 35% for the year ended December 31, 2017
as a result of the following:
Computed expected tax benefit (expense) . . . . . . . . . .
State and local income taxes, net of federal income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance affecting tax expense
Change in tax rate due to Tax Act . . . . . . . . . . . . . . . .
Change in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . .
Inter-group interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . .
Years ended December 31,
2019
2018
2017
$
amounts in millions
1
19
6
—
3
—
(3)
2
(9)
(3)
15
(4)
3
5
11
2
—
(5)
2
15
$
22
3
—
(6)
25
—
—
(5)
(3)
36
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and
deferred income tax liabilities are presented below:
Deferred tax assets:
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . .
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other future deductible amounts . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other future taxable amounts . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
December 31,
2019
amounts in millions
2018
6
2
46
20
74
—
74
10
71
47
7
135
61
3
2
102
12
119
(3)
116
7
131
38
9
185
69
F-122
Notes to Attributed Financial Information (Continued)
(unaudited)
Liberty Formula One Group
Income tax benefit (expense) consists of:
2019
Years ended December 31,
2018
amounts in millions
2017
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . $
(27)
(3)
(21)
(51)
102
—
39
141
90
(6)
1
(8)
(13)
(2)
2
63
63
50
(2)
(2)
(9)
(13)
64
3
507
574
561
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of
21% for both of the years ended December 31, 2019 and 2018 and 35% for the year ended December 31, 2017
as a result of the following:
Computed expected tax benefit (expense) . . . . . . . . . . . . .
State and local income taxes, net of federal income taxes
Foreign income taxes, net of federal income taxes . . . . . .
Taxable dividends, net of dividends received deductions .
Change in valuation allowance affecting tax expense . . . .
Change in tax rate due to Tax Act . . . . . . . . . . . . . . . . . . .
Change in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements with tax authorities . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . .
Non-deductible executive compensation . . . . . . . . . . . . . .
Income tax reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible / Non-taxable interest . . . . . . . . . . . . . . . .
Write-off of tax attributes . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter-group interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . .
$
$
Years ended December 31,
2019
2018
2017
amounts in millions
42
—
23
1
(53)
(11)
2
43
1
(1)
—
—
—
5
(2)
50
84
(2)
26
1
(39)
—
—
—
22
(3)
—
—
—
9
(8)
90
107
—
88
2
222
16
—
253
5
(1)
(22)
(60)
(42)
5
(12)
561
F-123
Notes to Attributed Financial Information (Continued)
(unaudited)
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and
deferred income tax liabilities are presented below:
Deferred tax assets:
$
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other future deductible amounts . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax (assets) liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
$
December 31,
2019
2018
amounts in millions
486
9
9
43
—
547
(146)
401
49
3
116
—
168
(233)
401
11
9
—
3
424
(104)
320
—
2
168
59
229
(91)
(4)
(5)
The intergroup balances as December 31, 2019 and December 31, 2018 also include the impact of the timing of
certain tax benefits. Per the tracking stock tax sharing policies, consolidated income taxes arising from the Liberty
SiriusXM Group in periods prior to the Recapitalization were not subject to tax sharing and were allocated to the
Formula One Group. As such, the balance of the Intergroup tax payable between the Liberty SiriusXM Group and
the Formula One Group was zero at the effective date of the Recapitalization and is accounted for going forward
beginning on such date.
The Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock have
voting and conversion rights under our restated charter. Following is a summary of those rights. Holders of Series
A common stock of each group will be entitled to one vote per share, and holders of Series B common stock of each
group will be entitled to ten votes per share. Holders of Series C common stock of each group will be entitled to
1/100th of a vote per share in certain limited cases and will otherwise not be entitled to vote. In general, holders of
Series A and Series B common stock will vote as a single class. In certain limited circumstances, the board may
elect to seek the approval of the holders of only Series A and Series B Liberty SiriusXM common stock, Series A
and Series B Liberty Braves common stock, or the approval of the holders of only Series A and Series B Liberty
Formula One common stock.
At the option of the holder, each share of Series B common stock of each group will be convertible into one share
of Series A common stock of the same group. At the discretion of our board, the common stock related to one group
may be converted into common stock of the same series that is related to another other group.
F-124
2019 ANNUAL REPORT
2019 ANNUAL REPORT
2020 PROXY STATEMENT
2020 PROXY STATEMENT
CORPORATE DATA
CORPORATE DATA
BOARD OF DIRECTORS
BOARD OF DIRECTORS
John C. Malone
John C. Malone
Chairman of the Board
Chairman of the Board
Liberty Media Corporation
Liberty Media Corporation
Robert R. Bennett
Robert R. Bennett
Managing Director
Managing Director
Hilltop Investments LLC
Hilltop Investments LLC
Brian M. Deevy
Brian M. Deevy
Retired Head of Communications,
Retired Head of Communications,
Media & Entertainment Group
Media & Entertainment Group
RBC Capital Markets
RBC Capital Markets
M. Ian G. Gilchrist
M. Ian G. Gilchrist
Director and President
Director and President
Trine Acquisition Corp.
Trine Acquisition Corp.
Gregory B. Maffei
President and Chief Executive Officer
Liberty Media Corporation
Gregory B. Maffei
President and Chief Executive Officer
Liberty Media Corporation
Evan D. Malone, Ph.D.
President
NextFab Studio, LLC
Evan D. Malone, Ph.D.
President
NextFab Studio, LLC
David E. Rapley
David E. Rapley
Retired President and
Retired President and
Chief Executive Officer
Chief Executive Officer
Rapley Consulting, Inc.
Rapley Consulting, Inc.
Larry E. Romrell
Retired Executive Vice President
Tele-Communications, Inc.
Larry E. Romrell
Retired Executive Vice President
Tele-Communications, Inc.
Andrea L. Wong
Former President, International
Andrea L. Wong
Production Sony Pictures Television
Former President, International
Former President, International
Production
Sony Pictures Entertainment
Sony Pictures Television
EXECUTIVE COMMITTEE
Former President, International
Sony Pictures Entertainment
Robert R. Bennett
EXECUTIVE COMMITTEE
Gregory B. Maffei
Robert R. Bennett
John C. Malone
Gregory B. Maffei
COMPENSATION COMMITTEE
John C. Malone
M. Ian G. Gilchrist (Chairman)
COMPENSATION COMMITTEE
David E. Rapley
M. Ian G. Gilchrist (Chairman)
Andrea L. Wong
David E. Rapley
Andrea L. Wong
CUSIP NUMBERS
CUSIP NUMBERS
BATRA – 531229 706
BATRA – 531229 706
BATRB – 531229 805
BATRB – 531229 805
BATRK – 531229 888
BATRK – 531229 888
FWONA – 531229 870
FWONA – 531229 870
FWONB – 531229 862
FWONB – 531229 862
FWONK – 531229 854
FWONK – 531229 854
LSXMA – 531229 409
LSXMA – 531229 409
LSXMB – 531229 508
LSXMB – 531229 508
LSXMK – 531229 607
LSXMK – 531229 607
TRANSFER AGENT
TRANSFER AGENT
Liberty Media Corporation
Liberty Media Corporation
Shareholder Services
Shareholder Services
c/o Broadridge Corporate Issuer Solutions
c/o Broadridge Corporate Issuer Solutions
P.O. Box 1342
P.O. Box 1342
Brentwood, NY 11717
Brentwood, NY 11717
Phone: (888) 789-8415
Phone: (888) 789-8415
Toll Free: (303) 562-9273
Toll Free: (303) 562-9273
https://shareholder.broadridge.com/lmc
https://shareholder.broadridge.com/lmc
INVESTOR RELATIONS
INVESTOR RELATIONS
Courtnee A. Chun
Courtnee Chun
investor@libertymedia.com
investor@libertymedia.com
(877) 772-1518
(877) 772-1518
ON THE INTERNET
ON THE INTERNET
Visit the Liberty Media Corporation website at
Visit the Liberty Media Corporation website at
www.libertymedia.com
www.libertymedia.com
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Liberty Media Corporation financial
Liberty Media Corporation financial
statements are filed with the Securities and
statements are filed with the Securities and
Exchange Commission. Copies of these
Exchange Commission. Copies of these
financial statements can be obtained from
financial statements can be obtained from the
the Transfer Agent or through the Liberty
Transfer Agent or through the Liberty Media
Media Corporation website.
Corporation website.
AUDIT COMMITTEE
AUDIT COMMITTEE
Brian M. Deevy (Chairman)
Brian M. Deevy (Chairman)
M. Ian G. Gilchrist
M. Ian G. Gilchrist
Larry E. Romrell
Larry E. Romrell
NOMINATING & CORPORATE GOVERNANCE
NOMINATING & CORPORATE
COMMITTEE
GOVERNANCE COMMITTEE
David E. Rapley (Chairman)
David E. Rapley (Chairman)
M. Ian G. Gilchrist
M. Ian G. Gilchrist
Larry E. Romrell
Larry E. Romrell
Andrea L. Wong
Andrea L. Wong
SENIOR OFFICERS
SENIOR OFFICERS
John C. Malone
John C. Malone
Chairman of the Board
Chairman of the Board
Gregory B. Maffei
Gregory B. Maffei
President and Chief Executive Officer
President and Chief Executive Officer
Renee L. Wilm
Richard N. Baer
Chief Legal Officer
Chief Legal Officer
Albert E. Rosenthaler
Chief Corporate Development Officer
Mark D. Carleton
Chief Financial Officer
Courtnee A. Chun
Chief Portfolio Officer
Albert E. Rosenthaler
Brian J. Wendling
Chief Corporate Development Officer
Chief Accounting Officer and
CORPORATE SECRETARY
Principal Financial Officer
Pamela L. Coe
CORPORATE SECRETARY
CORPORATE HEADQUARTERS
Michael E. Hurelbrink
12300 Liberty Boulevard
CORPORATE HEADQUARTERS
Englewood, CO 80112
12300 Liberty Boulevard
(720) 875-5400
Englewood, CO 80112
STOCK INFORMATION
(720) 875-5400
Series A and C Liberty Braves Common
STOCK INFORMATION
Stock (BATRA/K), Series A and C Liberty
Series A and C Liberty Braves Common
Formula One Common Stock (FWONA/K),
Stock (BATRA/K), Series A and C Liberty
and Series A, B and C Liberty SiriusXM
Formula One Common Stock (FWONA/K),
Common Stock (LSXMA/B/K) trade on the
and Series A, B and C Liberty SiriusXM
NASDAQ Global Select Market.
Common Stock (LSXMA/B/K) trade on the
NASDAQ Global Select Market.
Series B Liberty Braves Common Stock
(BATRB) and Series B Liberty Formula
Series B Liberty Braves Common Stock
One Common Stock (FWONB) are quoted
(BATRB) and Series B Liberty Formula One
on the OTC Markets.
Common Stock (FWONB) are quoted on
the OTC Markets.
ANNUAL REPORT 2019
ANNUAL REPORT 2019
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ELECTRONIC DELIVERY
OUR ENVIRONMENT
We encourage Liberty stockholders to voluntarily
elect to receive future proxy and annual report
materials electronically.
• If you are a registered stockholder, please visit
www.proxyvote.com for simple instructions.
• Beneficial shareowners can elect to receive
future proxy and annual report materials
electronically as well as vote their shares
online at www.proxyvote.com.
Liberty believes in working to keep our environment cleaner
and healthier. We are proud to have our headquarters
overlooking the Colorado Rockies. Every day, Liberty takes
steps to preserve the natural beauty of the surroundings
that we are privileged to enjoy.
Liberty’s initiative in reducing its carbon footprint by
promoting electronic delivery of shareholder materials has
had a positive effect on the environment. Based upon 2019
statistics, voluntary receipt of e-delivery resulted in the
following environmental savings:
> Faster > Economical > Cleaner > Convenient
SCAN THE QR CODE
to vote using your mobile device, sign up for
e-delivery or download annual meeting
materials.
2020 ANNUAL MEETING OF STOCKHOLDERS
Thursday, May 21, 2020
8:15 a.m. Mountain Time
The 2020 annual meeting of
stockholders will be held via the
internet as a virtual meeting. See
our proxy statement for additional
information.
Using approximately 62 fewer tons of wood,
or 371 fewer trees
Using approximately 395 million fewer BTUs,
or the equivalent of the amount of energy used
by 470 refrigerators
Using approximately 279,000 fewer pounds
of greenhouse gases, including carbon dioxide,
or the equivalent of 25 automobiles running
for 1 calendar year
Saving approximately 332,000 gallons of water, or
the equivalent of approximately 13 swimming pools
Saving approximately 18,300 pounds of solid waste
Reducing hazardous air pollutants by approximately
25 pounds
Environmental impact estimates calculated using the
Environmental Paper Network Paper Calculator. For more
information visit www.papercalculator.org.