2021 PROXY STATEMENT
2020 ANNUAL REPORT
YEARS OF LIBERTY
2021 PROXY STATEMENT
2020 ANNUAL REPORT
LETTER TO SHAREHOLDERS
STOCK PERFORMANCE
INVESTMENT SUMMARY
PROXY STATEMENT
FINANCIAL INFORMATION
CORPORATE DATA
ENVIRONMENTAL STATEMENT
FORWARD-LOOKING STATEMENTS
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 business, product and marketing plans, strategies and initiatives; future financial
performance; demand for live events; new service offerings; renewal of licenses and authorizations; revenue growth and subscriber trends
at Sirius XM Holdings Inc. (Sirius XM Holdings); our ownership interest in Sirius XM Holdings; the recoverability of goodwill and other long-
lived assets; the performance of our equity affiliates; projected sources and uses of cash; the payment of dividends by Sirius XM
Holdings; the impacts of the novel coronavirus (COVID-19); 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:
• the impact of the COVID-19 pandemic and local, state and federal governmental responses to the pandemic on the economy, our
customers, our vendors and our businesses generally;
• our ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial
obligations;
• our and our subsidiaries’ indebtedness could adversely affect operations and could limit the ability of our subsidiaries to react to
changes in the economy or our industry;
• the success of businesses attributed to each of our tracking stock groups;
• our and Sirius XM Holdings’ ability to realize the benefits of acquisitions or other strategic investments;
• the impact of weak economic conditions on consumer demand for products, services and events offered by our businesses attributed
to each of our tracking stock groups;
• the outcome of pending or future litigation;
• the operational risks of our subsidiaries and business affiliates with operations outside of the United States;
• our ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments;
• the ability of our subsidiaries and business affiliates to comply with government regulations, including, without limitation, FCC
requirements, consumer protection laws and competition laws, and adverse outcomes from regulatory proceedings;
• the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;
• changes in the nature of key strategic relationships with partners, vendors and joint venturers;
• competition faced by Sirius XM Holdings;
• the ability of Sirius XM Holdings to attract and retain subscribers and listeners;
• the ability of Sirius XM Holdings to market its services and sell advertising;
• the ability of Sirius XM Holdings to maintain revenue growth from its advertising products;
• the ability of Sirius XM Holdings to protect the security of personal information about its customers;
• the interruption or failure of Sirius XM Holdings’ information technology and communication systems;
• the impact of the market for music rights on Sirius XM Holdings and the rates Sirius XM Holdings must pay for rights to use musical
works;
• the impact of our equity method investment in Live Nation Entertainment, Inc. on our net earnings and the net earnings of Liberty
SiriusXM Group;
• challenges by tax authorities in the jurisdictions where Formula 1 operates;
• changes in tax laws that affect Formula 1 and the Formula One Group;
4
ANNUAL REPORT 2020
FORWARD-LOOKING STATEMENTS
• the ability of Formula 1 to expand into new markets;
• developments stemming from Brexit;
• the establishment of rival motorsports events or other circumstances that impact the competitive position of Formula 1;
• changes in consumer viewing habits and the emergence of new content distribution platforms;
• the impact of organized labor on the Braves Group;
• the impact of an expansion of Major League Baseball;
• the level of broadcasting revenue that Braves Holdings receives;
• the impact of the Development Project on the Braves Group and its ability to manage the project;
• the risks associated with our company as a whole, even if a holder does not own shares of common stock of all of our groups;
• market confusion that results from misunderstandings about our capital structure;
• events, accidents or terrorist acts that cause one or more events to be cancelled or postponed, are not covered by insurance, or cause
reputational damage to our subsidiaries and business affiliates; and
• challenges related to assessing the future prospects of tracking stock groups based on past performance.
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.
ANNUAL REPORT 2020
5
LETTER TO SHAREHOLDERS
April 2021
Dear Fellow Shareholders,
This year marks Liberty Media’s 30th annual report. It goes without saying that much has evolved over three
decades. At the very least, our graphic design capabilities have progressed (see image).
For many, this past year felt most extreme in its pace of change. We commend all of our management teams
and employees, including Liberty’s, in their dexterity—quickly transitioning to a remote workforce, shoring up
liquidity, evaluating cost structures and operating successfully under unique and challenging conditions. We
are proud to collaborate with all of these accomplished people.
At Liberty, we also pivoted quickly. At our first virtual Investor Day in November, we outlined a number of
“COVID accelerants” spanning multiple industries—media, education, real estate, medicine to name a few.
Our view remains broadly unchanged across the themes we discussed: digital adoption continues to accelerate,
nesting and home improvement are likely multi-year trends, the number of homes for sale in metro San
Francisco more than doubled in 2020 while list prices tanked, and “Charles Schwab meets Candy Crush” was
perhaps too tame a moniker to describe the retail driven market volatility that continued into 2021.
2020 IN THE REAR VIEW
The companies within Liberty Media and our various spun-off entities cover the gamut of the TMT landscape. One of the many benefits of
a diversified portfolio is that, at any given time, some businesses will be winning more than others. 2020 was no exception. Our businesses
navigated this past year on sound foundations, built on the benefits of scale, solid management teams, access to capital and a willingness
to quickly adapt—all core attributes of any Liberty portfolio asset.
Within Liberty Media, we own a high quality collection of assets that (directly or indirectly) are related to live events. In fact, we have
spent years touting the “power of live” in our portfolio. We remain VERY bullish on this space. These businesses were challenged in 2020
in ways no one had foreseen, but not in ways that threatened their underlying health. If anything, management seized the opportunity to
optimize business models, rationalize cost structures and make improvements that we believe will generate lasting returns.
As we said at Investor Day—it’s good to be BIG, it’s good to be DIGITAL, and it’s best to be BOTH. Formula 1 is the pinnacle of motorsport,
with unmatched global reach to a cumulative audience of over 1.7 billion(1) and was the fastest growing major sport globally in terms of
digital engagement in 2020. Live Nation is the world’s leading live entertainment company with 40,000 shows and 100+ festivals in a year.
The Atlanta Braves have the third largest marketing territory in MLB, reaching over 31 million people and 14 million households. The
scale of the Liberty “live” assets contributed to our operating resilience.
SiriusXM was the most operationally unscathed by COVID, but wasn’t rewarded by the stock market—a head scratcher to us. The
prospects for the business are strong—powered by sustained tailwinds in the used car market, rising new car penetration, out of car
connectivity initiatives, investment in our podcasting strategy and continued benefit from the platform’s ease of use. Plus, COVID reignited
the Great American Road Trip—tune in to Drake’s newly launched Sound 42 channel on your next cross-country journey.
We expect to reach 80% ownership of SiriusXM this year, at which point all dividends we receive will be tax-free. This has the potential to
be a material source of cash flow in the future; the discount to NAV at Liberty SiriusXM is a logical and high yielding use of that cash. As
a Liberty SiriusXM shareholder, the combined effect of SiriusXM’s repurchases in tandem with our repurchases at the Liberty level has
substantially grown the indirect SIRI ownership attributable to each LSXM share over the years. The value equation here is compelling, albeit
requiring a degree of patience.
At the onset of the pandemic, we completed the reattribution of certain assets and liabilities between the Formula One Group and Liberty
SiriusXM Group. This included moving our Live Nation stake and associated liabilities to Liberty SiriusXM Group, and adding meaningful cash
to the Formula One Group. At the time, we heard grumblings from some Liberty SiriusXM shareholders bearish on the Live Nation equity.
But our long-term confidence in Live Nation never wavered. Today, it seems the market has regained its assurance—and then some—
with Live Nation up over 130% since we completed the reattribution, hitting all-time highs. We fervently believe the reattribution was in
the best interest of both sets of shareholders. Our ability to reattribute assets on a fair and equitable basis across trackers is a core tenet
of the tracking stock structure, and one that has proven successful for our shareholders overtime.
1)
Three year average of global cumulative audience.
6
ANNUAL REPORT 2020
LETTER TO SHAREHOLDERS
INVESTMENT PHILOSOPHY
While much has evolved at Liberty over these years, our DNA remains intact. We value our position as an owner with an attractive
collection of assets and the benefit of patient capital. Our focus is on strategy, investment, risk mitigation, capital allocation and selecting
high quality management teams to operate the businesses we believe in.
At our core, we aim to:
• Identify attractive and defensible business models
• Empower strong management teams with aligned incentives
• Play for the long game, not short-term gains
• Be forward-looking and nimble to act quickly when opportunities arise
• Return superior value to shareholders
Market opportunities typically rise out of periods of dislocation. While the quick market rebound of 2020 did not present compelling
opportunities, we believe time is on our side.
Which brings us to the IPO of LMAC the SPAC. Our 2017 investment in Formula 1 was essentially a SPAC long before SPACs became the
most popular kid in the lunchroom. Liberty was a pioneer in this type of deal structuring, just as we have been for many other tools of financial
engineering. We intend to leverage the strength of our industry relationships in pursuit of a business target that aligns with our Liberty
DNA. Our team is actively engaged in these efforts. If successful, this is a potential tool for liquidity we can replicate in the future.
LOOKING AHEAD
We entered 2021 with a fascinating consumer picture. Services historically comprise 2/3 of personal expenditures, yet spend in this
sector understandably plummeted last year. Product spend, on the other hand, rose on the backs of home furnishing, cleaning supplies,
groceries, outdoor equipment, used cars and more. In February 2021, the personal savings rate was north of 13%—substantially higher than
the historical average of 6-8%.
Where will this money go? Travel and live events are obvious beneficiaries. We have seen early indicators of pent up demand for live
events reflected across Live Nation, the Braves and Formula 1. The pipeline at Live Nation for 2022 is much stronger than usual, with ~45
artists on cycle to tour compared to 25 artists typical of prior years. The Braves’ season ticket demand is the highest they have seen in
several years. Formula 1 is planning a record 23-race season, and Silverstone is reporting a surge in ticket sales on the heels of confirming
that they will be one of three venues to host a Sprint Qualifying race pending approval from the teams. Like many of you, I too look
forward to seeing John Mayer on stage, hearing the crowd cheer when Freddie hits a walk-off homer and waiting for “it’s lights out and
away we go” at F1.
Two of our businesses welcomed new CEOs this year: Jennifer Witz at SiriusXM and Stefano Domenicali at Formula 1. Jennifer has been
at SiriusXM for almost 20 years with stints in many areas of the organization. Stefano has a rich history in Formula 1 and returns to the sport
after years with Lamborghini and Audi.We are excited for them to build on the strong foundations built by their accomplished predecessors—
Jim Meyer and Chase Carey.
Before closing, we’ll touch on another positive accelerant brought about in 2020. Propelled by a global pandemic and expanding
consciousness about race and social justice, it is clear that environmental, social and governance (ESG) initiatives are cemented in the
corporate lexicon, and here too at Liberty Media. This is a key focus at the corporate level and across our portfolio companies. While early
in our ESG efforts, we recognize that progress on this front is not optional. Our Board, management teams and employees are committed
to defining and furthering our ESG goals.
Transitioning to a virtual format for our 2020 Investor Day was itself a “COVID accelerant.” While we missed the opportunity to see many
of you in person, the virtual format allowed wider participation from an audience that otherwise wouldn’t have experienced the full breadth
of our Investor Day production. There were efficiencies to tuning in from home, especially for investors and presenting companies. For
the 2021 Investor Day, we want to keep these positives from the virtual format, while hopefully returning to some element of in-person.
We believe a hybrid model is likely the optimal format, similar to the trends we are seeing across industries as companies architect the future
of their business operations. An emphasis on higher asset utilization will be a hallmark of business success going forward.
ANNUAL REPORT 2020
7
LETTER TO SHAREHOLDERS
We look forward to seeing many of you at this year’s Investor Day on November 18th. Whether in person or online, we hope you will join
us. Until then, we hope you all stay safe and healthy.
We appreciate your ongoing support.
Very truly yours,
Gregory B. Maffei
President & Chief Executive Officer
John C. Malone
Chairman of the Board
8
ANNUAL REPORT 2020
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, 2015 through December 31, 2020 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 recapitalization of Liberty Media’s common stock into three tracking stock groups,
(ii) the 2016 Braves Group rights offering and (iii) the 2020 Liberty SiriusXM Group rights offering.
LIBERTY MEDIA COMMON STOCK COMPOSITE VS. S&P 500 AND S&P 500 MEDIA INDICES
12/31/15 TO 12/31/20
$210
$190
$170
$150
$130
$110
$90
Dec-15
Dec-16
Dec-17
Dec-18
Dec-19
Dec-20
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
12/31/15
$100.00
$100.00
$100.00
$100.00
$100.00
12/31/16
$114.07
$117.13
$116.01
$109.54
$113.67
12/31/17
$128.63
$143.92
$133.57
$130.81
$121.43
12/31/18
$120.49
$121.15
$125.29
$122.65
$108.22
12/31/19
$160.60
$163.47
$166.42
$158.07
$144.61
12/31/20
$146.33
$152.53
$154.70
$183.77
$189.68
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, Series B
and Series C Liberty SiriusXM common stock (Nasdaq: LSXMA, LSXMB, LSXMK), including the impact of the 2020 Liberty SiriusXM Group
rights offering, from April 18, 2016 (the date on which these shares first traded “regular way”) through December 31, 2020 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 12/31/20
$190
$180
$170
$160
$150
$140
$130
$120
$110
$100
$90
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
12/31/20
$143.86
$135.29
$150.53
$179.34
$178.42
Note: Trading data for all Series B shares is limited as they are thinly traded.
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 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, 2020 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 12/31/20
$270
$250
$230
$210
$190
$170
$150
$130
$110
$90
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
12/31/20
$199.63
$234.71
$179.34
$178.42
ANNUAL REPORT 2020
11
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 2016 Braves Group rights offering, from April 18,
2016 (the date on which these shares first traded “regular way”) through December 31, 2020 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 12/31/20
$220
$200
$180
$160
$140
$120
$100
$80
$60
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
12/31/20
$153.12
$159.65
$179.34
$178.42
12
ANNUAL REPORT 2020
INVESTMENT SUMMARY
(Based on publicly available information as of January 31, 2021) 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.
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
N/A
100%
FORMULA ONE GROUP
DESCRIPTION OF OPERATING BUSINESS
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
ENTITY
Associated
Partners, L.P.
AT&T Inc.
(NYSE: T)
Braves Group
(Intergroup Interest)
CLEAR
Drone Racing
League, Inc.
Formula 1
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 three
operating units: WarnerMedia, Communications and Latin America.
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.
Transforming eyes and face into a touchless ID, allowing quick and
secure confirmation of identity—unlocking frictionless experiences
across the physical and digital world.
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.
Padtec Holding S.A.
(BOVESPA: PDCT3)
A Brazil-based global provider of flexible and high-capacity optical
transport solutions.
INRIX, Inc.
Provider of traffic data and analytics to auto OEM’s, governments,
businesses and consumers.
N/A
6.1
6.8
N/A
N/A
N/A
3.9
N/A
33%
<1%
11%(3)
<1%
3%
100%
5%
4%
ANNUAL REPORT 2020
13
INVESTMENT SUMMARY
ENTITY
DESCRIPTION OF OPERATING BUSINESS
FORMULA ONE GROUP
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
Kroenke Arena
Company, LLC
Owner of Ball Arena (formerly Pepsi Center), a sports and
entertainment facility in Denver, Colorado.
Liberty Media
Acquisition Corporation
Liberty Technology
Venture Capital, LLC
Meyer Shank Racing
Tastemade, Inc.
A blank check company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Investment fund focused on Israeli technology companies.
An American racing team, currently competing in the NTT IndyCar
Series and WeatherTech SportsCar Championship.
Tastemade brings the world’s leading tastemakers in food together
to create high-quality shows in the food and lifestyle category for
digital platforms.
N/A
N/A
N/A
N/A
N/A
7%
20%
80%
30%
6%
ENTITY
DESCRIPTION OF OPERATING BUSINESS
LIBERTY SIRIUSXM GROUP
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
Braves Group
(Intergroup Interest)
Formula One Group
(Intergroup Interest)
iHeartMedia, Inc.
(NASDAQ: IHRT)
Live Nation
Entertainment, Inc.
(NYSE: LYV)
Sirius XM Holdings Inc.
(NASDAQ: SIRI)
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.
Consists of Liberty Media Corporation’s wholly owned subsidiary
Formula 1, its minority equity investment in AT&T, Inc. and Liberty
Media Acquisition Corporation, and various other investments.
American audio company with over 850 live broadcast stations and
a leading streaming broadcast radio platform.
Largest live entertainment company in the world, consisting of three
segments: concerts, sponsorship and advertising and ticketing.
A satellite radio company delivering commercial-free music plus
sports, entertainment, comedy, talk, news, traffic and weather.
2.3
5.3
7.0
69.6(6)
3,162.2
4%(3)
2%(4)
5%(5)
33%
76%
1)
2)
3)
4)
5)
6)
Applicable only for publicly-traded entities.
Represents undiluted ownership interest unless otherwise noted. All ownership percentages are based on publicly available information as of January 31,
2021.
Represents an inter-group interest in the Braves Group, which is not represented by outstanding shares.
Represents an inter-group interest in the Formula One Group, which is not represented by outstanding shares.
Ownership includes both iHeartMedia Class B common stock and warrants.
Upon reattribution in April 2020, Formula One Group purchased a one year European-style call option on 34.8m LYV shares at a $36.72 strike from Liberty
SiriusXM group, and simultaneously sold a one year European-style call option at a $47.74 strike, valued as an asset to Formula One Group and a liability to
Liberty SiriusXM Group. This instrument is marked to market on a quarterly basis and will expire on April 22, 2021.
14
ANNUAL REPORT 2020
LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
April 14, 2021
Dear Stockholder:
You are cordially invited to attend the 2021 annual meeting of stockholders of Liberty Media Corporation (Liberty
Media) to be held at 8:00 a.m., Mountain time, on May 25, 2021. 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/LMC2021. To enter the annual meeting, you will need the 16-digit control
number that is printed on your Notice of Internet Availability of Proxy Materials or 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 25, 2021.
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 the proxy card if you received a paper copy of the proxy materials
by mail. 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 Notice of Internet Availability of Proxy Materials is first being mailed on or about April 15, 2021, and the proxy
materials relating to the annual meeting will first be made available on or about the same date.
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 25, 2021
NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Liberty Media Corporation (Liberty Media)
to be held at 8:00 a.m., Mountain time, on May 25, 2021. 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/LMC2021. To enter the annual meeting, you will need the 16-digit control
number that is printed on your Notice of Internet Availability of Proxy Materials or 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 25, 2021. 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 Brian M. Deevy, Gregory B.
Maffei and Andrea L. Wong to continue serving as Class II members of our board until the 2024 annual
meeting of stockholders or their earlier resignation or removal;
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, 2021; and
3. A proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis, the
compensation of our named executive officers as described in this proxy statement under the heading
“Executive Compensation.”
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, 2021, 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 for inclusion in the proxy materials and recommends
that you vote “FOR” the election of each director nominee, “FOR” the auditors ratification proposal and “FOR” the
say-on-pay 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 25, 2021: our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2020
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 14, 2021
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 THE PROXY CARD IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS BY MAIL.
TABLE OF CONTENTS
PROXY STATEMENT SUMMARY
THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . 1
Notice and Access of Proxy Materials . . . . . . . . . 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 . . . . . 3
Shares Outstanding . . . . . . . . . . . . . . . . . . . . . . 3
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
Security Ownership of Management
. . . . . . . . . .11
Changes in Control . . . . . . . . . . . . . . . . . . . . . . .16
PROPOSALS OF OUR BOARD . . . . . . . . . . . . . . .17
PROPOSAL 1—THE ELECTION OF DIRECTORS
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . .17
Vote and Recommendation . . . . . . . . . . . . . . . . .22
PROPOSAL 2—THE AUDITORS RATIFICATION
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
Audit Fees and All Other Fees . . . . . . . . . . . . . . .23
Policy on Pre-Approval of Audit and Permissible
. . . . .23
Non-Audit Services of Independent Auditor
Vote and Recommendation . . . . . . . . . . . . . . . . .24
PROPOSAL 3—THE SAY-ON-PAY PROPOSAL . . .25
Advisory Vote . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Vote and Recommendation . . . . . . . . . . . . . . . . .25
MANAGEMENT AND GOVERNANCE
MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . .26
Delinquent Section 16(a) Reports . . . . . . . . . . . .27
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . .27
Director Independence . . . . . . . . . . . . . . . . . . . .27
Board Composition . . . . . . . . . . . . . . . . . . . . . . .27
Board Classification . . . . . . . . . . . . . . . . . . . . . .27
Board Diversity . . . . . . . . . . . . . . . . . . . . . . . . . .28
Board Leadership Structure . . . . . . . . . . . . . . . . .28
Board Role in Risk Oversight . . . . . . . . . . . . . . . .28
Environmental, Social and Corporate Governance
Initiatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Committees of the Board of Directors . . . . . . . . .29
Board Meetings . . . . . . . . . . . . . . . . . . . . . . . . .33
Director Attendance at Annual Meetings . . . . . . . .33
Stockholder Communication with Directors . . . . . .33
Executive Sessions . . . . . . . . . . . . . . . . . . . . . . .33
Hedging Disclosure . . . . . . . . . . . . . . . . . . . . . . .33
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . .34
Compensation Discussion and Analysis . . . . . . . .34
Summary Compensation Table . . . . . . . . . . . . . .46
Executive Compensation Arrangements . . . . . . . .48
Grants of Plan-Based Awards . . . . . . . . . . . . . . .53
Outstanding Equity Awards at Fiscal Year-End . . .55
Option Exercises and Stock Vested . . . . . . . . . . .57
Nonqualified Deferred Compensation Plans . . . . .58
Potential Payments Upon Termination or Change
in Control
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . .64
Nonemployee Directors . . . . . . . . . . . . . . . . . . . .64
Director Compensation Table . . . . . . . . . . . . . . . .66
EQUITY COMPENSATION PLAN INFORMATION . .68
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . .69
STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . .69
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . .69
PROXY STATEMENT SUMMARY
2021 ANNUAL MEETING OF STOCKHOLDERS
WHEN
ITEMS OF BUSINESS
8:00 a.m., Mountain time, on
May 25, 2021
WHERE
The annual meeting can be
accessed virtually via the Internet
by visiting
www.virtualshareholdermeeting.com/
LMC2021
RECORD DATE
5:00 p.m., New York City time, on
March 31, 2021
1. Election of directors proposal—To elect Brian M. Deevy, Gregory B.
Maffei and Andrea L. Wong to continue serving as Class II
members of our board until the 2024 annual meeting of
stockholders or their earlier resignation or removal.
2. Auditors ratification proposal—To ratify the selection of KPMG LLP
as our independent auditors for the fiscal year ending
December 31, 2021.
3. Say-on-pay proposal—To approve, on an advisory basis, the
compensation of our named executive officers as described in this
proxy statement under the heading “Executive Compensation.”
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.
PROXY VOTING
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
Say-on-pay proposal
Voting
Recommendation
Page Reference
(for more detail)
✓FOR EACH
NOMINEE
✓FOR
✓FOR
17
23
25
| LIBERTY MEDIA CORPORATION 2021 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
2021 Annual Meeting of Stockholders to be held at 8:00 a.m., Mountain time, on May 25, 2021, 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/LMC2021. 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
NOTICE AND ACCESS OF PROXY MATERIALS
We have elected, in accordance with the Securities and Exchange Commission’s “Notice and Access” rule, to
deliver a Notice of Internet Availability of Proxy Materials (the Notice) to our stockholders and to post our proxy
statement and our annual report to our stockholders (collectively, the proxy materials) electronically. The Notice is
first being mailed to our stockholders on or about April 15, 2021. The proxy materials will first be made available to our
stockholders on or about the same date.
The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the
Internet. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a
proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless
specifically requested to do so.
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 8:00 a.m., Mountain time, on May 25, 2021. 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
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 1
via the Internet by visiting www.virtualshareholdermeeting.com/LMC2021. To enter the annual meeting, you will
need the 16-digit control number that is printed on your Notice or 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 25, 2021.
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 Brian M. Deevy, Gregory B. Maffei and Andrea L. Wong to continue
serving as Class II members of our board until the 2024 annual meeting of stockholders or their earlier resignation
or removal;
the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal
year ending December 31, 2021; and
the say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers
as described in this proxy statement under the heading “Executive Compensation.”
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, 2021 (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 office.
Approval of each of the auditors ratification proposal and the say-on-pay 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.
2 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
THE ANNUAL MEETING
RECOMMENDATION OF OUR
BOARD OF DIRECTORS
Our board of directors has unanimously approved each of the
proposals for inclusion in the proxy materials and recommends
that you vote “FOR” the election of each director nominee and
“FOR” each of the auditors ratification proposal and the
say-on-pay proposal.
SHARES OUTSTANDING
As of the record date, 98,816,785 shares of LSXMA, 9,802,232 shares of LSXMB, 10,312,954 shares of BATRA,
981,494 shares of BATRB, 25,836,549 shares of FWONA and 2,445,895 shares of FWONB were issued and
outstanding and entitled to vote at the annual meeting.
NUMBER OF HOLDERS
There were, as of the record date, 1,019 and 56 record holders of LSXMA and LSXMB, respectively, 1,995 and 34
record holders of BATRA and BATRB, respectively, and 708 and 52 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,
if they received a paper copy of the proxy materials by mail, 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/LMC2021. To enter the annual meeting, holders will need the 16-digit control
number that is printed on their Notice or 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 25, 2021.
Instructions for voting prior to the annual meeting by using the Internet are printed on the Notice or 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 Notices or proxy cards available so they can input the required information from the Notice or proxy
card, and log onto the Internet website address shown on the Notice or proxy card. When holders log onto the
Internet website address, they will receive instructions on how to vote their shares. The 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” each of the auditors ratification proposal and the say-on-pay 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” each of the other proposals.
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
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 3
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 and the say-on-pay 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.
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 24, 2021 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 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 the Notice and, if requested, 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 2021 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 February 28, 2021 and, in the case
of percentage ownership information, is based upon (1) 99,150,661 LSXMA shares, (2) 9,802,232 LSXMB shares,
(3) 228,405,226 LSXMK shares, (4) 10,312,954 BATRA shares, (5) 981,494 BATRB shares, (6) 40,958,175 BATRK
shares, (7) 25,836,549 FWONA shares, (8) 2,445,895 FWONB shares and (9) 203,538,477 FWONK shares, in
each case, outstanding on February 28, 2021. 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
(%)
48.3
5.6
3.0
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
Amount and
Nature of
Beneficial
Ownership
1,135,428(1)
9,455,341(1)
16,391,836(1)
114,271(1)
945,532(1)
2,873,705(1)
285,530(1)
2,363,834(1)
4,402,774(1)
14,860,360(2)
—
43,208,291(2)
—
—
—
—
—
—
7,040,882(3)
—
11,867,418(3)
714,502(3)
—
2,552,465(3)
983,801(3)
—
14,707,442(3)
Percent of
Series
(%)
1.2
96.5
7.2
1.1
96.3
7.0
1.1
96.6
2.2
15.0
—
18.9
—
—
—
—
—
—
7.1
—
5.2
6.9
—
6.2
3.8
—
7.2
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 5
Name and Address of Beneficial Owner
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
Ancient Art, L.P.
500 West 5th Street
Suite 1110
Austin, TX 78701
UBS AG Group
Bahnhofstrasse 45
Zurich, Switzerland
Voting
Power
(%)
*
1.1
*
*
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
7,497,403(4)
—
14,435,257(4)
501,187(5)
—
1,955,877(4)
2,656,962(4)
—
16,821,724(4)
631,140(6)
—
518,711(6)
2,229,239(7)
—
1,287,468(6)
75,110(6)
—
107,868(6)
—
—
—
—
—
—
2,416,895(8)
—
—
313,270(9)
—
540,323(9)
1,509,892(9)
—
30,340(9)
10,268(9)
—
873,580(9)
Percent of
Series
(%)
7.6
—
6.3
4.9
—
4.8
10.3
—
8.3
*
—
*
21.6
—
3.1
*
—
*
—
—
—
—
—
—
9.4
—
—
*
—
*
14.6
—
*
*
—
*
6 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address of Beneficial Owner
State of Wisconsin Investment Board
121 East Wilson Street
Madison, WI 53703
Norges Bank
Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway
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
358,480(10)
—
588,633(10)
—
—
187,906(10)
1,554,254(10)
—
374,888(10)
701,049(11)
—
2,210,888(11)
140,764(11)
—
369,742(11)
1,432,027(11)
—
2,801,608(11)
Percent of
Series
(%)
*
—
*
—
—
*
6.0
—
*
*
—
1.0
1.4
—
*
5.5
—
1.4
*
(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 16, 2021, 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
14,778,322
933,391
650,480
1,827,072
5,749,156
7,791,780
22,030,333
Shared
Voting
Power
Sole
Investment
Discretion
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Shared
Investment
Discretion
4,308,117
14,778,322
933,391
650,480
1,827,072
5,749,156
7,791,780
22,030,333
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 7
(3) Based on (i) Schedule 13G, filed February 5, 2021, by BlackRock, Inc. (BlackRock), a parent holding company, with respect to its
ownership of shares of LSXMK, (ii) Amendment No. 1 to Schedule 13G, filed January 29, 2021, by BlackRock, with respect to its
ownership of shares of FWONK, (iii) three separate filings, each an Amendment No. 4 to Schedule 13G filed January 29, 2021
by BlackRock, with respect to its ownership of shares of LSXMA, BATRA and BATRK, and (iii) Form 13F, filed February 5, 2021, 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
6,523,356
10,833,139
697,085
2,507,439
916,952
13,727,518
Shared
Voting
Power
—
—
—
—
—
—
Sole
Dispositive
Power/
Investment
Discretion
7,040,882
11,867,418
714,502
2,552,465
983,801
14,707,442
Shared
Dispositive
Power /
Investment
Discretion
—
—
—
—
—
—
(4) Based on (i) three separate filings with respect to LSXMA, LSXMK, and FWONK, each an Amendment No. 4 to Schedule 13G filed
February 10, 2021 by The Vanguard Group (Vanguard), (ii) with respect to FWONA, Amendment No. 4 to Schedule 13G filed
January 8, 2021 by Vanguard, and (iii) with respect to BATRK, Amendment No. 1 to Schedule 13G filed February 10, 2021 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
—
—
—
—
—
Shared
Voting
Power
86,796
173,363
57,639
11,479
172,429
Sole
Dispositive
Power
7,269,231
14,047,278
1,872,668
2,629,938
16,496,037
Shared
Dispositive
Power
228,172
387,979
83,209
27,024
325,687
(5) Based on Form 13F, filed February 12, 2021, by Vanguard, with respect to itself and certain related institutional investment managers,
including Vanguard Fiduciary Trust Co (Trust Co), Vanguard Investments Australia, Ltd. (Australia) and Vanguard Global Advisors,
LLC (Global), 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
Vanguard and Global
Title of
Series
BATRA
BATRA
BATRA
BATRA
Sole Voting
Power
—
—
—
—
Shared
Voting
Power
221
15,263
6,516
—
Sole
Investment
Discretion
470,377
—
—
—
Shared
Investment
Discretion
—
15,263
6,516
9,031
(6) Based on Form 13F, filed February 5, 2021, by GAMCO Investors, Inc. (GBL), which reports that GBL has sole investment discretion
over 631,140 LSXMA shares and sole voting power over 598,983 LSXMA shares, sole investment discretion over 518,711 LSXMK
shares and sole voting power over 509,369 LSXMK shares, sole investment discretion over 1,287,468 BATRK shares and sole voting
power over 1,141,541 BATRK shares, sole investment discretion over 75,110 FWONA shares and sole voting power over 70,355
FWONA shares, and sole investment discretion over 107,868 FWONK shares and sole voting power over 100,916 FWONK shares.
(7) Based on Amendment No. 15 to Schedule 13D, filed on October 23, 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 2021 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
372,224
1,654,898
8,500
7,000
50,000
410
30,000
21,000
Shared
Voting
Power
—
—
—
—
—
—
—
—
Sole
Dispositive
Power
372,224
1,740,105
8,500
7,000
50,000
410
30,000
21,000
Shared
Dispositive
Power
—
—
—
—
—
—
—
—
(8) Based on Amendment No. 2 to Schedule 13G, filed February 16, 2021, by Ancient Art, L.P. (Ancient), Trango II, L.L.C. (Trango)
and Quincy J. Lee, which states that each of Ancient, Trango and Mr. Lee has shared voting power and shared dispositive power over
2,416,895 FWONA shares.
(9) Based on (i) Amendment No. 1 to Schedule 13G, filed February 12, 2021, 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 1,441,174 shares and shared
dispositive power over 1,509,892 shares, and (ii) Amendment No. 1 to Form 13F, filed March 1, 2021, 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
UBS Americas and UBS UK
Title of
Series
LSXMA
LSXMK
BATRK
FWONA
FWONK
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
34,707
66,798
—
—
58,793
—
—
—
—
—
29,056
17,183
—
—
24,366
76,052
122,194
1,546
—
138,416
27,644
39,203
6,999
—
6,119
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,780
1,548
—
—
3,276
29,602
46,655
—
—
373,722
—
—
—
—
—
—
—
—
—
—
141,144
257,476
21,241
—
294,072
1,446
2,912
362
—
2,560
18,099
36,427
—
10,268
22,017
38,208
80,496
—
—
94,829
29,056
17,183
—
—
24,366
308
478
—
812
47,114
88,289
8,737
—
61,202
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 9
UBS Americas and UBS Life
Title of
Series
LSXMA
LSXMK
BATRK
FWONA
FWONK
Sole Voting
Power
8,293
10,407
—
—
—
Shared
Voting
Power
Sole
Investment
Discretion
—
—
—
—
—
—
—
—
—
—
Shared
Investment
Discretion
8,293
10,407
—
—
—
(10) Based on (i) Schedule 13G, filed February 5, 2021, by State of Wisconsin Investment Board (SOW) with respect to FWONA, which
states that SOW has sole voting power and sole dispositive power over 1,554,254 shares, and (ii) Form 13F, filed February 3,
2021, by SOW, which states that SOW, with respect to its ownership of shares of each of LSXMA, LSXMK, BATRK and FWONK,
has sole voting power, shared voting power, sole investment discretion, and shared investment discretion as follows:
Title of
Series
LSXMA
LSXMK
BATRK
FWONK
Sole Voting
Power
358,480
588,633
187,906
374,888
Shared
Voting
Power
—
—
—
—
Sole
Investment
Discretion
358,480
588,633
187,906
374,888
Shared
Investment
Discretion
—
—
—
—
(11) Based on (i) Schedule 13G, filed January 29, 2021, by Norges Bank (Norges), with respect to FWONA, which states that Norges
has sole voting power over 1,428,575 shares, sole dispositive power over 1,428,575 shares and shared dispositive power over 3,452
shares, and (ii) Form 13F, filed March 2, 2021, by Norges, which states that Norges, with respect to its ownership of shares of
each of LSXMA, LSXMK, BATRK and FWONK, has sole voting power, shared voting power, sole investment discretion, and shared
investment discretion as follows:
Title of
Series
LSXMA
LSXMK
BATRA
BATRK
FWONK
Sole Voting
Power
701,049
2,210,888
140,764
369,742
2,801,608
Shared
Voting
Power
—
—
—
—
—
Sole
Investment
Discretion
701,049
2,210,888
140,764
369,742
2,801,608
Shared
Investment
Discretion
—
—
—
—
—
10 | LIBERTY MEDIA CORPORATION 2021 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), (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 and (3) the Series A common stock, par value, $0.0001 per share (LMACA), of
Liberty Media Acquisition Corporation (LMAC), in which we hold a controlling interest. The security ownership
information with respect to our common stock is given as of February 28, 2021 and, in the case of percentage
ownership information, is based upon (1) 99,150,661 LSXMA shares, (2) 9,802,232 LSXMB shares, (3) 228,405,226
LSXMK shares, (4) 10,312,954 BATRA shares, (5) 981,494 BATRB shares, (6) 40,958,175 BATRK shares,
(7) 25,836,549 FWONA shares, (8) 2,445,895 FWONB shares and (9) 203,538,477 FWONK shares, in each case,
outstanding on that date. The security ownership information with respect to SIRI is given as of February 28, 2021
and, in the case of percentage ownership information, is based on 4,139,978,947 SIRI shares outstanding on
January 29, 2021. The security ownership information with respect to LMACA is given as of February 28, 2021,
and, in the case of percentage ownership information, is based on 57,500,000 LMACA shares outstanding on
January 26, 2021. 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. The percentage voting power
with respect to LMAC refers to the power to approve LMAC’s initial business combination or on any other matter
submitted to a vote of LMAC’s stockholders prior to its initial business combination and is based on 57,500,000
LMACA shares and 14,375,000 shares of LMAC’s Series F common stock, par value, $0.0001 per share, outstanding
on January 26, 2021. Prior to the completion of LMAC’s initial business combination, holders of LMACA shares do
not have the right to elect LMAC directors.
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 28, 2021 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 28, 2021. 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
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
1,135(1)(2)(3)
9,455(1)(4)(5)
16,392(1)(2)(3)(4)(5)(6)
114(1)(2)(3)
946(1)(4)(5)
2,874(1)(2)(3)(5)(6)
286(1)(2)(3)
2,364(1)(4)(5)
4,403(1)(3)(5)(6)
267(3)
—
1.2
96.5
7.2
1.1
96.3
7.0
1.1
96.6
2.2
*
—
Voting
Power
(%)
48.3
*
—
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 11
Name
Gregory B. Maffei
President, Chief Executive
Officer and Director
Robert R. Bennett
Director
Derek Chang(14)
Director
Brian M. Deevy
Director
Title of
Series
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
1,813(8)(9)(10)
37
11,335(6)(7)(8)(9)(10)
181(8)(9)
4
1,480(6)(7)(8)(9)
401(8)(9)
9
2,851(6)(7)(8)(9)
867(11)
740
760(12)
—
1,574(12)
76(12)
—
268(12)
190(12)
—
385(12)(13)
—
100
—
—
—
—
—
—
—
—
—
—
—
10(15)
—
27(7)(15)
1(15)
—
4(7)(15)
3(15)
—
12(7)(15)
—
25
1.8
*
4.8
1.8
*
3.6
1.6
*
1.4
*
1.3
*
—
*
*
—
*
*
—
*
—
*
—
—
—
—
—
—
—
—
—
—
—
*
—
*
*
—
*
*
—
*
—
*
Voting
Power
(%)
1.1
*
1.0
*
—
*
—
—
—
*
—
*
12 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
Name
M. Ian G. Gilchrist
Director
Evan D. Malone
Director
David E. Rapley
Director
Larry E. Romrell
Director
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Title of
Series
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
**
—
32(7)
**
—
5(7)
**
—
17(7)
—
1
11
—
70(7)
1
—
9(7)
3
—
24(7)
398(11)
—
4
—
29(7)
—
—
4(7)
1
—
14(7)
—
—
20
**
76(7)
2
**
9(7)
5
**
28(7)
—
—
*
—
*
*
—
*
*
—
*
—
*
*
—
*
*
—
*
*
—
*
*
—
*
—
*
—
—
*
*
—
*
—
—
*
*
*
*
*
*
*
*
*
—
—
Voting
Power
(%)
*
—
*
*
*
—
*
—
—
*
—
—
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 13
Name
Andrea L. Wong
Director
Brian J. Wendling
Chief Accounting Officer
and Principal Financial
Officer
Albert E. Rosenthaler
Chief Corporate
Development Officer
Renee L. Wilm
Chief Legal Officer and
Chief Administrative Officer
Title of
Series
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
WONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
4
—
45(7)
—
—
3(7)
**
—
13(7)
—
35
28
—
169(7)
3
—
26(7)
7
—
45(7)
—
18
66
—
410(6)(7)
7
—
66(6)(7)
17
—
118(6)(7)
—
100
—
—
3
—
—
**
—
—
**
—
8
*
—
*
—
—
*
*
—
*
—
*
*
—
*
*
—
*
*
—
*
—
*
*
—
*
*
—
*
*
—
*
—
*
—
—
*
—
—
*
—
—
*
—
*
Voting
Power
(%)
*
—
*
*
—
*
*
—
*
—
—
*
14 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name
All directors and executive
officers as a group
(13 persons)
Title of
Series
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
SIRI
LMACA
Amount and Nature of
Beneficial Ownership
(In thousands)
Percent of
Series
(%)
3,853(1)(2)(3)(8)(9)(10)(12)(15)
9,492(1)(4)(5)
30,161(1)(3)(5)(6)(7)(8)(9)(10)(12)(15)
385(1)(2)(3)(8)(9)(12)(15)
949(1)(4)(5)
4,750(1)(3)(5)(6)(7)(8)(9)(12)(15)
913(1)(2)(3)(8)(9)(12)(15)
2,373(1)(4)(5)
7,910(1)(3)(5)(6)(7)(8)(9)(12)(13)(15)
1,532(3)(11)
1,026
3.9
96.8
12.8
3.7
96.7
11.4
3.5
97.0
3.9
*
1.8
Voting
Power
(%)
49.8
*
1.4
*
**
(1)
(2)
(3)
(4)
(5)
(6)
Less than one percent
Less than 1,000 shares
Includes 101,778 LSXMA shares, 230,564 LSXMB shares, 832,420 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, 23,475 LSXMK shares, 25,000 BATRA shares and 62,500 FWONA shares held by The
Malone Family Land Preservation Foundation and (ii) 170,743 LSXMA shares, 17,804 BATRA shares, 9,543 BATRK shares, and
44,360 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); 1,845,686
LSXMK shares, 510,221 BATRK shares and 591,055 FWONK shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated
(Merrill Lynch); and 7,264,000 LSXMK shares, 977,500 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, 10,206 LSXMK 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, 1,989,890 LSXMK shares, 49,059 BATRB shares, 167,293 BATRK shares, 122,649 FWONB
shares and 245,298 FWONK shares held by three trusts with respect to which Mr. Malone is the sole trustee and, with his wife, retains
a unitrust interest in the trusts.
Includes shares held in the Liberty Media 401(k) Savings Plan as follows:
John C. Malone
Gregory B. Maffei
Albert E. Rosenthaler
Total
LSXMK
379
39,231
7,292
46,902
BATRK
33
3,848
721
4,602
FWONK
64
9,629
1,783
11,476
(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 28, 2021.
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
17,230
30,990
6,903,579
41,385
20,693
41,385
29,385
125,656
233,158
7,443,461
BATRK
2,327
4,663
786,343
5,403
2,701
5,403
3,229
12,766
36,111
858,946
FWONK
9,042
16,750
1,901,543
17,398
8,698
17,398
8,548
31,898
67,465
2,078,740
(8)
Includes 305,768 LSXMA shares, 684,423 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 2021 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 666,969 LSXMA shares and 388,030 LSXMK shares held by a grantor retained annuity trust.
(11) Includes beneficial ownership of shares that may be acquired upon exercise of, or which relate to, stock options exercisable within
60 days after February 28, 2021.
Gregory B. Maffei
Evan D. Malone
Total
SIRI
456,060
319,360
775,420
(12) 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, 1,523,795 LSXMK shares, 73,549 BATRA shares, 259,764 BATRK
shares, 183,872 FWONA shares and 383,813 FWONK shares held by Hilltop Investments III, LLC, both of which are jointly owned
by Mr. Bennett and his wife, Mrs. Deborah Bennett.
(13) Includes 381,616 FWONK shares pledged to JP Morgan Private Bank in connection with a variable prepaid forward contract.
(14) Mr. Chang was appointed as a director of our company effective March 10, 2021. Based on information provided as of March 10,
2021, Mr. Chang did not beneficially own any shares of our common stock or shares of SIRI or LMACA as of February 28, 2021.
(15) Includes 247 LSXMA shares, 566 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 2021 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 ten directors, divided among three classes. Our Class II directors,
whose term will expire at the 2021 annual meeting, are Brian M. Deevy, Gregory B. Maffei and Andrea L. Wong.
These directors are nominated for election to our board to continue serving as Class II directors, and we have been
informed that Messrs. Deevy and Maffei and Ms. Wong are each willing to continue serving as a director of our
company. The term of the Class II directors who are elected at the annual meeting will expire at the annual meeting
of our stockholders in the year 2024. 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. Our class I directors,
whose term will expire at the annual meeting of stockholders in the year 2023, are Derek Chang, Evan D. Malone,
David E. Rapley and Larry E. Romrell.
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 seven 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. For additional information on our board’s evaluation of
director candidates or incumbent directors seeking re-election, see “Management and Governance Matters—
Committees of the Board of Directors—Nominating and Corporate Governance Committee—Director Candidate
Identification Process.” 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
Brian M. Deevy
• Age: 66
• 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.
• 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.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 17
Gregory B. Maffei
• Age: 60
• 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 LMAC since November 2020. He has served as a director, the President
and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. (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,
Inc. (formerly named Liberty Interactive Corporation, Qurate Retail) (including its predecessor), since
March 2018, and as a director of Qurate Retail since November 2005. Mr. Maffei also served as the President
and Chief Executive Officer of GCI Liberty, Inc. (GCI Liberty) from March 2018 until its combination with Liberty
Broadband in December 2020 and 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 LMAC since November 2020, (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
Holdings, Inc. (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 GCI Liberty from March 2018 to December 2020, (ii) a director of DIRECTV
and its predecessors from February 2008 to June 2010, (iii) a director of Electronic Arts, Inc. from June 2003
to July 2013, (iv) a director of Barnes & Noble, Inc. from September 2011 to April 2014, (v) Chairman of the Board
of Starz from January 2013 until its acquisition by Lions Gate Entertainment Corp. in December 2016 and
(vi) 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), LMAC,
Liberty TripAdvisor and Liberty Broadband, and his previous executive positions at GCI Liberty, Oracle,
360networks and Microsoft, as well as 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: 54
• 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, as a director of Roblox Corporation since
August 2020 and as a director of Oaktree Acquisition Corp. II since September 2020. Ms. Wong served as a
director of Oaktree Acquisition Corp. from July 2019 to January 2021, 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.
18 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
• 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: 80
• 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 Tele-Communications, Inc. (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 Liberty
Global plc (LGP) since June 2013, having previously served as Chairman of the Board of Liberty Global, Inc.
(LGI), LGP’s predecessor, from June 2005 to June 2013 and as Chairman of the Board of LGI’s predecessor,
Liberty Media International, Inc. (LMI) from March 2004 to June 2005 and a director of UnitedGlobalCom,
Inc., now a subsidiary of LGP, from January 2002 to June 2005 and (iv) the Chairman of the Board of Liberty
Broadband since November 2014. Previously, he served as (i) Chairman of the Board of GCI Liberty from
March 2018 to December 2020, (ii) a director of Liberty Latin America Ltd. from December 2017 to
December 2019, (iii) Chairman of the Board of Liberty Expedia Holdings, Inc. (Liberty Expedia) from
November 2016 to July 2019, (iv) a director of Lions Gate Entertainment Corp. from March 2015 to
September 2018, (v) a director of Charter from May 2013 to July 2018, (vi) a director of Expedia, Inc. from
December 2012 to December 2017, having previously served as a director from August 2005 to November 2012,
(vii) the Chairman of the Board of Liberty TripAdvisor from August 2014 to June 2015, (viii) a director of
Sirius XM from April 2009 to May 2013, (ix) a director of Ascent from January 2010 to September 2012, (x) a
director of Live Nation from January 2010 to February 2011, (xi) Chairman of the Board of DIRECTV and its
predecessors from February 2008 to June 2010 and (xii) 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: 63
• 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.
• 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
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 19
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: 71
• A director of our company.
• Professional Background: Mr. Gilchrist has served as a director of our company (including our predecessor)
since September 2011. Mr. Gilchrist served as a director and the President of Trine Acquisition Corp. from March
2019 to December 2020. 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.
Mr. Gilchrist served as a director of Trine Acquisition Corp. from March 2019 to December 2020.
• 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.
Directors Whose Term Expires in 2023
Derek Chang
• Age: 53
• A director of our company.
• Professional Background: Mr. Chang has been a director of our company since March 2021. He served as the
Chief Executive Officer of the National Basketball Association of China (NBA China) from April 2018 to
May 2020. Mr. Chang also served as the Executive Vice President of Content Strategy and Development of
DIRECTV (and its predecessor, The DirecTV Group, Inc.) from March 2006 to January 2013. He served as the
Head of International Lifestyle Channels from April 2013 to April 2018 and as a Managing Director of Asia
Pacific operations from April 2013 to July 2016 for Scripps Networks Interactive, Inc. (Scripps) from April 2013
to April 2018. Mr. Chang served as Executive Vice President—Finance and Strategy of Charter from
December 2003 to April 2005 and as its interim Chief Financial Officer from August 2004 to April 2005. He
also served as Executive Vice President—Development of the Yankees Entertainment and Sports Network from
its inception in 2001 to January 2003.
• Other Public Company Directorships: Mr. Chang has served as a director of our company since March 2021, a
director of Isos Acquisition Corp. since March 2021 and as a director of Vobile Group Limited since July 2020.
He previously served as a director of STARZ from January 2013 to June 2013.
• Board Membership Qualifications: Mr. Chang brings to our board profound knowledge of media, entertainment
and sports industries across global markets including the US and China as well as extensive operational
experience from his policy making positions at NBA China, DIRECTV, and Scripps.
20 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL
Evan D. Malone
• Age: 50
• 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 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.
David E. Rapley
• Age: 79
• 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 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. 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: 81
• 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 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 since August 2014. He has served as a director of LGP since June 2013, having previously served
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 21
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.
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. Deevy and Maffei and Ms. Wong as a Class II
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.
22 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
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, 2021.
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,
2021.
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 2020 and 2019 and fees billed for other services rendered by KPMG LLP.
Audit fees
Audit related fees
Audit and audit related fees
Tax fees(2)
All other fees
Total fees
2020(1)
$2,869,000
—
2,869,000
518,900
—
$3,387,900
2019(1)
3,082,100
—
3,082,100
783,500
—
3,865,600
(1) Such fees with respect to 2020 and 2019 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 $4,129,000 in 2020 and $4,434,200 in 2019) are reviewed and approved by the audit committee of the board of directors
of Sirius XM.
(2) 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
•
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.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 23
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 2020 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.
24 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
PROPOSAL 3—THE SAY-ON-PAY PROPOSAL
We are providing our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of
our named executive officers as described below in accordance with Section 14A of the Securities Exchange Act of
1934, as amended (the Exchange Act). This advisory vote is often referred to as the “say-on-pay” vote and
allows our stockholders to express their views on the overall compensation paid to our named executive officers.
Our company values the views of its stockholders and is committed to the efficiency and effectiveness of our
company’s executive compensation program.
Our most recent advisory vote on the compensation of our named executive officers was held at our 2018 annual
meeting of stockholders on May 23, 2018, at which stockholders representing a majority of our aggregate voting
power present and entitled to vote on the say-on-pay proposal voted in favor of, on an advisory basis, our executive
compensation as disclosed in our proxy statement for our 2018 annual meeting of stockholders. At our 2018
annual meeting of stockholders on May 23, 2018, a majority of the votes cast on the say-on-frequency proposal by
our stockholders that were present, in person or by proxy, and entitled to vote at the 2018 annual meeting of
stockholders, voting together as a single class, voted in favor of holding future advisory votes on executive
compensation at a frequency of once every three years, and our board of directors adopted this as the frequency
at which future advisory votes on executive compensation would be held. We currently expect that our next advisory
vote on executive compensation will be held in 2024.
We are seeking stockholder approval of the compensation of our named executive officers as disclosed in this
proxy statement in accordance with applicable SEC rules, which include the disclosures under “Executive
Compensation—Compensation Discussion and Analysis,” the compensation tables (including all related footnotes)
and any additional narrative discussion of compensation included herein. Stockholders are encouraged to read the
“Executive Compensation—Compensation Discussion and Analysis” section of this proxy statement, which
provides an overview of our company’s executive compensation policies and procedures.
In accordance with Section 14A of the Exchange Act, and Rule 14a-21(a) promulgated thereunder, and as a matter
of good corporate governance, our board of directors is asking stockholders to approve the following advisory
resolution at the 2021 annual meeting of stockholders:
RESOLVED, that the stockholders of Liberty Media Corporation hereby approve, on an advisory basis, the
compensation paid to our company’s named executive officers, as disclosed in this proxy statement pursuant to
the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any
related narrative discussion.
ADVISORY VOTE
Although this vote is advisory and non-binding on our board and our company, our board and the compensation
committee, which is responsible for designing and administering our company’s executive compensation program,
value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the
vote when making future compensation policies and decisions for named executive officers.
VOTE AND RECOMMENDATION
This advisory resolution, which we refer to as the say-on-pay proposal, will be considered approved if it receives
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.
Our board of directors unanimously recommends a vote
“FOR” the say-on-pay proposal.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 25
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: 61
Brian J. Wendling
Age: 48
Renee L. Wilm
Age: 47
Mr. Rosenthaler has served as Chief Corporate Development Officer of our company,
Qurate Retail, Liberty TripAdvisor and Liberty Broadband since October 2016 and LMAC
since November 2020. He previously served as Chief Corporate Development Officer of
GCI Liberty from March 2018 to December 2020, 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. Rosenthaler has served as a director of Tripadvisor, Inc. since
February 2016.
Mr. Wendling has served as Chief Accounting Officer and Principal Financial Officer of
our company, Qurate Retail and Liberty Broadband since January 2020 and July 2019,
respectively. He has also served as Chief Accounting Officer and Principal Financial
Officer of LMAC since November 2020. He previously served as Chief Accounting
Officer and Principal Financial Officer of GCI Liberty from January 2020 and July 2019,
respectively, to December 2020 as well 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. Mr. Wendling has served as a director of comScore, Inc.
since March 2021.
Ms. Wilm has served as Chief Legal Officer and Chief Administrative Officer since
September 2019 and January 2021, respectively, of our company, Qurate Retail, Liberty
TripAdvisor and Liberty Broadband, and Chief Legal Officer and Chief Administrative
Officer of LMAC since November 2020 and January 2021, respectively. She previously
served as Chief Legal Officer of GCI Liberty from September 2019 to December 2020.
Ms. Wilm has served as a director of LMAC since January 2021. Prior to
September 2019, 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.
26 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
MANAGEMENT AND GOVERNANCE MATTERS
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.
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, 2020, 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 nine transactions by R. Ted Weschler,
an investment manager for Berkshire Hathaway Inc., that was filed on an untimely basis and one Form 4 reporting
nine transactions by Berkshire Hathaway Inc. 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, Derek Chang, 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 CLASSIFICATION
As described above under “Proposals of our Board—Proposal 1—The Election of Directors Proposal,” our board of
directors currently consists of ten directors, divided among three classes. Our board believes that its current
classified structure, with directors serving for three-year terms, is the appropriate board structure for our company
at this time and is in the best interests of our stockholders for the following reasons.
Long-Term Focus & Accountability
Our board believes that a classified board encourages our directors to look to the long-term best interest of our
company and our stockholders, rather than being unduly influenced by the short-term focus of certain investors and
special interests. In addition, our board believes that three-year terms focus director accountability on the board’s
long-term strategic vision and performance, rather than short-term pressures and circumstances.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 27
Continuity of Board Leadership
A classified board allows for a greater amount of stability and continuity providing institutional perspective and
knowledge to both management and less-tenured directors. By its very nature, a classified board ensures that at
any given time there will be experienced directors serving on our board who are fully immersed in and knowledgeable
about our businesses, including our relationships with current and potential strategic partners, as well as the
competition, opportunities, risks and challenges that exist in the industries in which our businesses operate. We
also believe the benefit of a classified board to our company and our stockholders comes not from continuity alone
but rather from the continuity of highly qualified, engaged and knowledgeable directors focused on long-term
stockholder interests. Each year, our nominating and corporate governance committee works actively to ensure our
board continues to be comprised of such individuals.
BOARD DIVERSITY
Our board understands and appreciates the value and enrichment provided by a diverse board. As such, we
actively seek diverse director candidates (see “— Committees of the Board of Directors—Nominating and Corporate
Governance Committee—Board Criteria”). Our board membership currently includes one director who identifies as
female, two directors who identify as of Asian ancestry, one director who identifies as LGBTQ+ and one director who
holds dual American and Canadian citizenship.
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 the
nomination of individuals with the judgment, skills, integrity, and independence necessary to oversee the key risks
associated with our company, as well as risks inherent in our corporate structure. These committees then provide
reports periodically to the full board. In addition, the oversight and review of other strategic risks are conducted
directly by 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, cybersecurity and other risks, including those related to material environmental and social matters
such as climate change, human capital management, diversity, equity and inclusion, and community relations
(together with governance concerns, ESG). 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 and our Chief Portfolio Officer, who manages our company’s ESG efforts and remains
in regular contact with senior ESG leaders across our portfolio of companies who provide feedback and disclosure
on material issues. With our board’s oversight, we seek to collaborate across our portfolio of companies to drive best
practices through regular ESG-focused internal meetings and discussions, including on topics such as ESG
disclosure, diversity and inclusion, cybersecurity, and sustainability.
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE INITIATIVES
Our company and our subsidiaries strive to create diverse, inclusive and supportive workplaces, with opportunities
for employees to grow and develop in their careers, supported by competitive compensation, benefits and health and
wellness programs, and by programs that build connections between employees.
28 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
MANAGEMENT AND GOVERNANCE MATTERS
At Liberty Media, our initiatives have focused on several ESG pillars, including community engagement, diversity,
equity and inclusion, health and wellness and environmental stewardship. Our Liberty Gives Foundation, along with
employee-gift matching, encourages and promotes charitable giving, and we provide our employees with paid time-
off for volunteer work. In partnership with Colorado State University, in 2021 Liberty Media is supporting an academic
student consulting project designed to strengthen students’ understanding of corporate environmental strategies.
As we place a greater emphasis on diversity, equity and inclusion, we have added additional resources for our
employees, such as fertility treatment benefits and gender-neutral paid parental leave. During the COVID-19 pandemic,
we increased our mental health benefits offered to employees to include telehealth visits and virtual mental-health
counseling. We recently completed our first full measurement of our company’s scope 1 and 2 greenhouse gas
emissions, and have and implemented reductions in single use items and more sustainable and energy efficient
systems in our on-site facilities.
Our wholly-owned subsidiaries have also adopted many initiatives to further promote their own ESG efforts. For
example, as part of its focus on diversity and inclusion within its workforce, Braves Holdings has launched a program
to provide space for employees to share perspectives, thoughts and insights and engage in thoughtful discussion
with peers. Braves Holdings has also created fellowship programs to promote the hiring of diverse talent and
accessibility within areas including baseball and baseball operations, data and analytics, scouting and executive
leadership. Through its efforts to develop diversity within motorsport, Formula 1 seeks to find untapped, often under-
represented talent from diverse areas. Formula 1 has also committed to a strong internship program and
apprenticeship opportunities and will be seeking to provide scholarships to talented engineering students from
diverse backgrounds. Also of great importance to our company and our wholly own subsidiaries is our commitment
to environmental stewardship. Most notably, Formula 1 has undertaken a series of initiatives aimed at achieving
carbon neutrality by 2030, eliminating waste at its events, and developing the world’s first 100% advanced sustainable
fueled power units. In 2020, Formula 1 was awarded a three-star accreditation from the Fédération Internationale
de l’Automobile, the governing body and regulator of world motorsport, for its sustainability efforts, the highest level
of achievement possible.
In response to the COVID-19 pandemic, we and our subsidiaries implemented work place health and safety
changes that we consider to be in the best interest of our employees, as well as the communities in which we
operate, and which comply with government regulations. During the COVID-19 pandemic, many of our employees
have been working from home, and we have implemented additional safety measures for employees continuing critical
on-site work. Through these measures, as well as the additional mental health benefits offered to our employees,
we believe we have been able to preserve our business continuity without sacrificing our commitment to keeping our
employees safe during the COVID-19 pandemic. We have also worked closely with our portfolio of companies to
collaborate and share best practices as we seek to respond to the pandemic and the risks it poses to our employees
and workforce.
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 Administrative Officer, Chief
Portfolio 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 an outside consultant 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.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 29
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 2020 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
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:
30 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
MANAGEMENT AND GOVERNANCE MATTERS
•
•
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
• 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. In addition, the nominating
and corporate governance committee will consider any outside directorships held by such individual. Given our
company’s ownership interests in other public companies, our company and our board values the positions our
directors and members of management hold on the boards of these entities, as they provide our company with unique
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 31
insight and input into those businesses and their operations. The nominating and corporate governance committee
also recognizes and values the benefits derived by our directors from their service on other public company boards, as
such service provides our directors with diverse perspectives, in-depth industry knowledge and cross-industry
insights, all of which enhance the knowledge base and skill set of our board as a whole.
The members of our nominating and corporate governance committee have determined that Messrs. Deevy and
Maffei and Ms. Wong, 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 Derek Chang and Larry E. Romrell. Prior to April 2021, M. Ian G. Gilchrist also served as a member
of the audit committee. See “—Director Independence” above.
Our board of directors has determined that Mr. Chang 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
requirements for members of audit committees. Our board of directors has determined that Mr. Chang 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
32 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
MANAGEMENT AND GOVERNANCE MATTERS
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, 2020 (the 2020 Form 10-K), which was filed on February 26, 2021 with the SEC.
Submitted by the Members of the Audit Committee
Brian M. Deevy (June 2015–Present)
Derek Chang (April 2021–Present)
M. Ian G. Gilchrist (2013–March 2021)
Larry E. Romrell (2013–Present)
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 2020, there were ten meetings of our full board of directors, two of our executive committee, five 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.
Seven of the nine directors then serving attended our 2020 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. Stockholders are also encouraged to send communications to Liberty Media Investor Relations, which
conducts robust stockholder engagement efforts for our company and provides our board with insight on
stockholder concerns.
EXECUTIVE SESSIONS
In 2020, the independent directors of our company, then serving, met at three executive sessions without
management participation.
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, Derek Chang, 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.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 33
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 President and Chief Executive Officer;
• Brian J. Wendling, our Chief Accounting Officer and Principal Financial Officer;
• Albert E. Rosenthaler, our Chief Corporate Development Officer; and
• Renee L. Wilm, our Chief Legal Officer and Chief Administrative Officer.
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 multiple 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 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. At our 2021 annual stockholder
meeting, we are submitting for stockholder consideration a proposal to approve, on an advisory basis, our executive
compensation. See “Proposals of Our Board—Proposal 3—The Say-On-Pay Proposal.”
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, and GCI
Liberty (each a Service Company, or, collectively the Service Companies). Pursuant to these arrangements, our
employees provide or provided services to the Service Companies and our company is reimbursed for the time spent
serving these Service Companies. During the year ended December 31, 2020, the weighted average percentage
of each such named executive officer’s time that was allocated to our company was: Mr. Malone—75%; Mr. Wendling—
79%; Mr. Rosenthaler—81%; and Ms. Wilm—86%.
Qurate Retail
We assumed a services agreement with Qurate Retail in connection with the spin-off of our company from our
predecessor parent company, which was amended in December 2019 (the Qurate Retail Services Agreement) in
connection with our compensation committee approving Mr. Maffei’s current five-year employment agreement
(the 2019 Maffei Employment Agreement). We similarly also entered into amendments to the services agreements
with the other Service Companies (as discussed further below). Under the amended services agreements, including
the Qurate Retail Services Agreement, each Service Company establishes, and pays or grants directly to
Mr. Maffei, its allocable portion of his annual performance-based cash bonus, his annual equity-based awards and
his upfront awards, and reimburses us for its allocable portion of the other components of Mr. Maffei’s compensation,
which amounts are therefore not reflected in the “Summary Compensation Table” below. Liberty Media’s allocated
34 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
portion of Mr. Maffei’s annual compensation for 2020 was 44% and Qurate Retail’s allocated portion of Mr. Maffei’s
compensation was 19%. For a description of the terms of the 2019 Maffei Employment Agreement, please see
“—Executive Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement.” In addition,
pursuant to the Qurate Retail Services Agreement, in 2020, Qurate Retail reimbursed us $8.8 million for the
portion of the base salary and certain other compensation we paid to our other employees that was allocable to
Qurate Retail for estimated time spent by each such employee related to that company and for certain administrative
and management services. The 2020 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
2020, 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.
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 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 and GCI Liberty, respectively,
pursuant to which we provide or provided 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, 2020, Liberty TripAdvisor, Liberty Broadband and GCI Liberty accrued aggregate
management fees of $3.5 million, $4.9 million and $7.4 million, respectively, payable to our company under the
relevant services agreement.
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, our company is responsible for
paying or providing annual base salary, perquisites and other employee benefits, severance benefits and certain
reimbursements directly to Mr. Maffei, and a portion of these expenses are allocated to, and reimbursed by Liberty
TripAdvisor, Liberty Broadband and, with respect to 2020, GCI Liberty. Liberty TripAdvisor’s, Liberty Broadband’s
and GCI Liberty’s allocable portions of Mr. Maffei’s 2020 compensation were 5%, 18% and 14%, respectively. Under
the amended services agreements, each of Liberty TripAdvisor and Liberty Broadband establishes, and pays or
grants 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 reimburses Liberty Media for its allocable portion of the
other components of Mr. Maffei’s compensation, which amounts are therefore not reflected in the “Summary
Compensation Table” below, as described in more detail below in “—Executive Compensation Arrangements—
Gregory B. Maffei.”
In December 2020, Liberty Broadband completed its acquisition of GCI Liberty in a stock-for-stock merger (the
combination). The amended services agreement between GCI Liberty and Liberty Media was terminated, and GCI
Liberty paid a termination fee of approximately $5.6 million to Liberty Media when the combination was completed
pursuant to the terms of the amended services agreement. Prior to the termination of its amended services agreement
with Liberty Media, GCI Liberty paid directly to Mr. Maffei its allocable portion of his annual performance-based
cash bonus and granted directly to Mr. Maffei its allocable portion of his annual equity-based awards and his upfront
awards, both of which were assumed by Liberty Broadband and converted into Liberty Broadband awards when
the combination was completed. In addition, prior to its termination, the amended services agreement provided for
reimbursement payments by GCI Liberty to Liberty Media for GCI Liberty’s allocable portion of the other components
of Mr. Maffei’s 2020 compensation.
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;
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 35
•
•
•
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 (US) Inc. (Mercer); 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 and Rosenthaler 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 2019, our compensation committee approved the 2019 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 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.
Mr. Malone’s compensation is governed by the terms of his employment agreement with our company. See
“—Executive Compensation Arrangements—John C. Malone.”
Elements of 2020 Executive Compensation
For 2020, the principal components of compensation for the named executive officers (other than Mr. Malone) were:
• base salary;
• a one-time award of time-based restricted stock units granted to Mr. Maffei in connection with his offer to
restructure his 2020 compensation and reduce his 2020 base salary in response to potential liquidity concerns
at Liberty Media and the Service Companies resulting from the onset of the pandemic;
time-vested stock options and performance-based restricted stock units;
• a performance-based bonus, payable in cash;
•
• perquisites and other limited personal benefits;
•
• deferred compensation arrangements.
in the case of Ms. Wilm, relocation expenses; and
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
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 2019, the 2020 base salaries of Messrs. Wendling and
Rosenthaler and Ms. Wilm were increased by 2%, reflecting a cost-of-living adjustment. For 2020, Mr. Maffei’s
salary was increased to $3,000,000, as prescribed by the 2019 Maffei Employment Agreement; however, due to
potential liquidity concerns at Liberty Media and the Service Companies resulting from the onset of the pandemic,
Mr. Maffei offered to waive and restructure a portion of his 2020 calendar year base salary. For the period from April 4,
2020 through December 31, 2020, Mr. Maffei waived the right to receive his base salary (except for amounts
sufficient to cover health insurance, flexible spending contributions and certain taxes) and received grants of RSUs
(as defined below) on April 14, 2020, from our company and each Service Company with an aggregate grant
date value equal to one-half of the base salary waived by Mr. Maffei. Such RSUs (as defined below) were allocated
among us and each Service Company in accordance with the 2019 Maffei Employment Agreement and vested on
December 10, 2020. The other half of Mr. Maffei’s base salary for the referenced period was forfeited pursuant to his
waiver. Mr. Malone received no increase under the terms of his employment agreement.
36 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
2020 Performance-based Bonuses
Overview. For 2020, our compensation committee adopted an annual, performance-based bonus program for
each of Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm. The 2020 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).
Pursuant to the 2019 Maffei Employment Agreement, Mr. Maffei was assigned a target bonus opportunity under the
performance-based bonus program equal to $17 million in the aggregate for our company and each of the Service
Companies. That bonus amount was split among, and payable 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. In 2020, the portion of Mr. Maffei’s aggregate target bonus amount
allocated to our company was 44% or $7,480,000. The portions of Mr. Maffei’s aggregate target bonus amount
allocated to each of Qurate Retail, GCI Liberty, Liberty Broadband and Liberty TripAdvisor were 19% (or $3,230,000),
14% (or $2,380,000), 18% (or $3,060,000) and 5% (or $850,000), respectively.
Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm were assigned by our compensation committee a maximum
bonus opportunity under the performance-based bonus program for each of Liberty Media and Qurate Retail. The
maximum bonuses for the Liberty Media program were $14,960,000, $699,120, $1,557,365 and $1,303,073 for
Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm, respectively (the LMC Maximum Performance Bonus).
The bonus maximums were established by the compensation committee in March 2020 and were determined to be up
to 200% of Mr. Maffei’s target annual bonus allocated to our company under the 2019 Maffei Employment
Agreement, up to 170% of base pay for Mr. Wendling, up to 200% of base pay for Mr. Rosenthaler and up to 150%
of base pay for Ms. Wilm. Qurate Retail also established maximum performance-based bonuses of $6,460,000,
$164,330, $337,973 and $226,927 for each of Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm,
respectively. Each of GCI Liberty, Liberty Broadband and Liberty TripAdvisor also established maximum performance-
based bonuses for Mr. Maffei of $4,760,000, $6,120,000 and $1,700,000, respectively.
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 (and, for Mr. Maffei, the corollary programs of the other Service Companies), 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 (and,
for Mr. Maffei, on behalf of each other Service Company). Under the corollary programs of each of Liberty Broadband,
GCI Liberty and Liberty TripAdvisor, Mr. Maffei was entitled to receive from the applicable Service Company a
maximum individual bonus equal to 100% of his maximum performance bonus established by the applicable Service
Company, subject to reduction based on a determination of Mr. Maffei’s achievement of qualitative criteria
established with respect to the services to be performed by him on behalf of that Service Company. Our
compensation committee believes this construct was appropriate in light of the Qurate Retail Services Agreement,
the services agreements with the other Service Companies and the fact that each participant splits his or her
professional time and duties.
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.
In December 2020, our compensation committee, the Qurate Retail compensation committee and, with respect to
Mr. Maffei, the compensation committees of the other Service Companies, reviewed contemporaneously our
respective named executive officers’ individual performance and, with respect to our company and Qurate Retail,
corporate 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.
Individual Performance Bonus. Our compensation committee 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
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 37
performance measure. This determination was based on reports to 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 2020 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 SiriusXM management in strategic initiatives
• Pursue synergistic acquisitions
• Assist F1 and SiriusXM 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; support
development of our company’s management team
• Oversee extension of Braves stadium development
• Develop ESG program for our company
• 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 and strategic investments
• Assist treasury and management on evaluation of capital structures and capital
allocation
• Assist with financial, accounting and compliance matters at our subsidiaries
Brian J. Wendling
Albert E. Rosenthaler
• Lead corporate development efforts, including efforts at F1, SiriusXM and our company
• Identify possible acquisition targets; provide analysis and evaluation of potential
transactions
• Assist with creation and promotion of a special purpose acquisition company
• Oversee, train and develop internal tax staff
• Increase staffing as needed and oversee personal and departmental growth of
corporate development team
Renee L. Wilm
• Oversee enhanced risk management and compliance efforts
• Oversee executive recruiting and talent development at our company and assist with
succession planning at F1 and SiriusXM
• Support corporate development in the evaluation of acquisition targets and strategic
investments
• Assist with creation and promotion of a special purpose acquisition company
• Support subsidiary legal departments with regard to litigation, corporate and compliance
matters
• Support treasury and management in evaluation of capital structures and capital
allocation, including liquidity concerns resulting from the coronavirus pandemic
• Support development of ESG initiative
• Oversee restructuring of coordinated government affairs program
Our compensation committee then considered the time allocated and services provided by each named executive
officer to (i) our company, or (ii) the applicable Service Company. See “—Services Agreements” above.
38 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
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
LMC Maximum
Individual Bonus
$8,976,000
$ 409,275
$ 921,134
$ 789,480
Percentage
Payable
87.5%
81.25%
81.25%
87.5%
Aggregate
Dollar Amount
$7,854,000
$ 332,536
$ 748,421
$ 690,795
Corporate Performance Bonus. Our compensation committee then made a determination as to the portion, if
any, that would be payable to each participant for his or her LMC Maximum Corporate Bonus. In making this
determination, our compensation committee first reviewed forecasts of 2020 Adjusted OIBDA (defined as revenue
less cost of sales, operating expense and selling, general and administrative expense (excluding stock
compensation)), revenue and free cash flow (financial measures) for SiriusXM, Braves Holdings, LLC (Braves
Holdings) and Formula 1, and a proportionate share of Live Nation, all of which forecasts were prepared in
December 2020. In order to receive any portion of the corporate performance bonus associated with financial
measures, we would need to recognize a minimum of $14.3 billion, $3.3 billion and $2.3 billion in revenue, Adjusted
OIBDA and free cash flow, respectively. Due to the financial impact of the coronavirus pandemic, resulting in the
cancellation of Formula 1 races, cancellation of certain Braves baseball games and limited in person attendance at
other games, and cancellation of Live Nation events, none of the financial measures approved by our compensation
committee in March 2020, prior to the onset of the coronavirus pandemic, were achieved. However, when approving
the performance-based bonus program in March 2020, our compensation committee reserved the right to adjust
corporate performance criteria to reflect the impact of extraordinary economic events and financial market volatility,
including the impact of COVID-19.
In December 2020, our compensation committee determined to assess corporate performance based on
achievements other than pre-COVID financial measures that were deemed to be reflective of the intended incentive
effect of the performance-based bonus program and recognized the strong performance of the management
team navigating the challenges presented throughout 2020. These achievements included the following events:
• Reattribution of assets between Formula One Group and Liberty SiriusXM Group, consolidating music assets
in the same tracking stock and creating significant liquidity at Formula One Group
• Completion of a rights offering within the Liberty SiriusXM Group
• Strategic assistance to Formula 1, Braves Holdings, Live Nation and SiriusXM in the areas of treasury and tax
support
• Launch of a Liberty Media-sponsored Special Purpose Acquisition Company (SPAC) with strong investor
response
In addition, for Messrs. Wendling and Rosenthaler and Ms. Wilm, our compensation committee also considered
corporate achievements involving GCI Liberty, Liberty Broadband and Liberty TripAdvisor (including the successful
completion of the merger between GCI Liberty and Liberty Broadband and the March 2020 preferred stock investment
in Liberty TripAdvisor) since a portion of the corporate performance bonus paid by us was charged to the Service
Companies through their respective amended service agreements with us.
After review of corporate performance outside of financial measures, our compensation committee determined to
pay each participant 65% of his or her LMC Maximum Corporate Bonus, as follows:
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
LMC Maximum
Corporate
Bonus
$5,984,000
$ 289,845
$ 636,230
$ 513,593
Percentage
Payable
Aggregate
Dollar Amount
65%
65%
65%
65%
$3,889,600
$ 188,399
$ 413,550
$ 333,836
Aggregate Results. The following table presents information concerning the aggregate 2020 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.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 39
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Individual
Performance
Bonus
$7,854,000
$ 332,536
$ 748,421
$ 690,795
Corporate
Performance
Bonus
$3,889,600
$ 188,399
$ 413,550
$ 333,836
Total Bonus
$11,743,600
$
520,935
$ 1,161,971
$ 1,024,631
Our compensation committee then noted that, when combined with the total 2020 performance-based bonus
amounts paid by Qurate Retail (and, with respect to Mr. Maffei, the other Service Companies) to the overlapping
named executive officers, Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm received $27,917,713, $664,867,
$1,459,432 and $1,235,493, respectively. For more information regarding these bonus awards, please see the
“Grants of Plan-Based Awards” table below.
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, restricted stock units (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. With respect to awards made to Mr. Maffei in 2020, the 2019 Maffei Employment
Agreement provides that Mr. Maffei’s aggregate annual equity award value will be 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 stock of each company and (ii) the average of (a) the percentage allocation of time for all Liberty
Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all companies,
unless a different allocation method is agreed.
Maffei Annual Equity Awards. The 2019 Maffei Employment Agreement provides Mr. Maffei with the opportunity
to earn annual equity awards during the employment term. See “—Executive Compensation Arrangements—
Gregory B. Maffei” for additional information about the annual awards provided under the 2019 Maffei Employment
Agreement.
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 his annual equity award grants as either option awards or
performance-based restricted stock units with meaningful payout metrics determined annually. This structure was
designed to provide for alignment of interests with the company’s stockholders and flexibility to the compensation
committee to incent achievement of strategic objectives that may change or evolve over the term of the agreement.
The 2019 Maffei Employment Agreement provided that Mr. Maffei was entitled to receive from our company and the
Service Companies in 2020 a combined target value equity award of $17.5 million comprised of time-vested stock
options, performance-based restricted stock units or a combination of award types, at Mr. Maffei’s election.
40 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
In 2020, our compensation committee granted time-vested stock options to Mr. Maffei in satisfaction of our obligations
under the 2019 Maffei Employment Agreement for 44.0% of Mr. Maffei’s aggregate annual equity award value for
2020, or $7,700,000. 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 accordance with the
agreed upon allocation, $2,800,000 was granted in FWONK awards, $4,025,000 was granted in LSXMK awards,
and $875,000 was granted in BATRK awards.
As a result, our compensation committee granted to Mr. Maffei 387,603 LSXMK time-vested options (the 2020
Maffei LSXMK options), 246,310 FWONK time-vested options (the 2020 Maffei FWONK options), and 136,528
BATRK time-vested options (the 2020 Maffei BATRK options, and collectively with the 2020 Maffei LSXMK options
and the 2020 Maffei FWONK options, the 2020 Maffei Annual Options). The 2020 Maffei LSXMK options, 2020
Maffei FWONK options and 2020 Maffei BATRK options had a grant date of March 11, 2020, a term of seven years,
and a base price of $39.87, $28.61 and $20.07, respectively, which was the closing price of LSXMK, FWONK and
BATRK on the grant date. In addition, the stock options vested in full on December 31, 2020, and were subject to other
applicable terms and conditions for option grants as set forth in the 2019 Maffei Employment Agreement.
For more information regarding the equity awards, see the “Grants of Plan-Based Awards” table below; “—Executive
Compensation—Compensation Discussion and Analysis—Elements of 2020 Executive Compensation—Equity
Incentive Compensation—Maffei Annual Equity Awards” in Qurate Retail’s Definitive Proxy Statement on
Schedule 14A with respect to its 2021 annual meeting of stockholders; “—Executive Compensation—Compensation
Discussion and Analysis—Elements of 2020 Executive Compensation—Equity Incentive Compensation—Maffei
Annual Equity Awards” in Liberty TripAdvisor’s Definitive Proxy Statement on Schedule 14A with respect to its 2021
annual meeting of stockholders; and “—Executive Compensation—Compensation Discussion and Analysis—
Elements of 2020 Executive Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards” in
Liberty Broadband’s Definitive Proxy Statement on Schedule 14A with respect to its 2021 annual meeting of
stockholders.
Other 2020 Awards
Multiyear Stock Options. Consistent with its previous practices, our compensation committee has made larger
stock option grants (equaling approximately three to five years’ value of the named executive officer’s annual grants)
that vest between two 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. In line with this philosophy, in connection with entering into, and pursuant to the terms of, the
2019 Maffei Employment Agreement, Mr. Maffei was entitled to an upfront equity award to be granted in two tranches
in December 2019 and December 2020 (the Maffei Term Equity). Forty-four percent of the 2019 tranche of the
Maffei Term Equity, or $19.8 million, was allocated to our company and 41% of the 2020 tranche of the Maffei Term
Equity, or $18.45 million, was allocated to our company following a reallocation in December 2020. In December 2019,
Mr. Maffei received a grant of options representing the 2019 tranche of his Maffei Term Equity (the 2019 Maffei Term
Options), which vest on December 31, 2023, and in December 2020, Mr. Maffei received a grant of options
representing the 2020 tranche of his Maffei Term Equity (the 2020 Maffei Term Options), which 2020 tranche
included options to purchase 665,140 shares of LSXMK, 352,224 shares of BATRK and 544,508 shares of FWONK,
which vest on December 31, 2024. The 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” below. In December 2020, our compensation
committee granted to Messrs. Wendling and Rosenthaler and Ms. Wilm the following multiyear stock option awards
that equal the value of Messrs. Wendling’s and Rosenthaler’s annual grants that are expected to be granted to
each for the period from January 1, 2021 through December 31, 2023, and in the case of Ms. Wilm, a top-up in value
over grants already made for the period from January 1, 2021 through December 31, 2023 to reflect the increased
responsibilities associated with her new role as Chief Administrative Officer: Mr. Wendling—34,366 options to purchase
LSXMK shares, 13,649 options to purchase BATRK shares and 28,960 options to purchase FWONK shares (the
Wendling 2020 Multiyear Options); Mr. Rosenthaler—62,080 options to purchase LSXMK shares, 24,656 options
to purchase BATRK shares and 52,316 options to purchase FWONK shares (the Rosenthaler 2020 Multiyear
Options); and Ms. Wilm—16,717 options to purchase LSXMK shares, 6,639 options to purchase BATRK shares
and 14,088 options to purchase FWONK shares (the Wilm 2020 Multiyear Options, and together with the Rosenthaler
2020 Multiyear Options and the Wendling 2020 Multiyear Options, the 2020 NEO Multiyear Options). The 2020
NEO Multiyear Options vest in equal installments on each of December 10, 2022 and 2023 and expire on the seventh
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 41
anniversary of the grant date. See the “Grants of Plan-Based Awards” and the “Outstanding Equity Awards at
Fiscal Year-End” tables below for more information about the 2020 NEO Multiyear Options. Mr. Malone does not
participate in the equity award program and as a result did not receive a multiyear stock option award.
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 and Rosenthaler and Ms. Wilm in March 2020. Our compensation
committee granted to Messrs. Wendling and Rosenthaler and Ms. Wilm, 3,057, 6,294 and 5,057 LSXMK
performance-based RSUs, respectively, 1,482, 3,051 and 2,451 BATRK performance-based RSUs, respectively,
and 3,466, 7,135 and 5,733 FWONK performance-based RSUs, respectively, on March 11, 2020 (collectively, the
2020 Chief RSUs). The 2020 Chief RSUs would vest subject to the satisfaction of the performance objectives
described below.
Our compensation committee reviewed the 2020 financial performance of our company along with the 2020
personal performance of Messrs. Wendling and Rosenthaler and Ms. Wilm and considered the recommendations
from Mr. Maffei, who recommended that our committee vest 100% of the 2020 Chief RSUs 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 in full of the 2020 Chief RSUs previously granted to Messrs. Wendling and Rosenthaler
and Ms. Wilm.
Messrs. Malone and Maffei did not participate in the annual performance RSU program.
2020 CEO Base Salary Restructuring Restricted Stock Unit Grant. As described above, in April 2020,
Mr. Maffei received a grant of 8,571 LSXMK, 3,057 BATRK and 6,959 FWONK restricted stock units (the 2020 CEO
Salary Restructuring RSUs) as a result of Mr. Maffei’s offer to waive and restructure his unpaid 2020 calendar
year base salary due to potential liquidity concerns at Liberty Media and the Service Companies resulting from the
onset of the pandemic. The 2020 CEO Salary Restructuring RSUs vested on December 10, 2020.
In May 2020, we distributed to holders of shares of LSXMA, LSXMB and
Rights Offering Adjustment Awards.
LSXMK 0.0939 of a subscription right to purchase one share of LSXMK for each share of LSXMA, LSXMB and
LSXMK held on May 13, 2020 (the rights offering). In connection with the rights offering, holders of restricted
stock units relating to shares of LSXMA and LSXMK received a grant of RSUs relating to LSXMK to compensate
for the diminution in value associated with the common stock underlying these RSUs (the Adjustment RSUs).
Holders of stock options to purchase shares of LSXMA and LSXMK received a grant of restricted shares of LSXMK
to compensate for the diminution in value associated with the common stock underlying such options (the
Adjustment Restricted Shares). As a result, Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm received
229, 96, 168 and 135 LSXMK RSUs, respectively, and 209,290, 3,358, 6,231 and 2,377 LSXMK restricted shares,
respectively on June 8, 2020, shortly following the expiration of the rights offering. Each of the Adjustment RSUs and
Adjustment Restricted Shares vested on June 17, 2020. Mr. Malone does not hold any company equity awards
and so did not receive any Adjustment RSUs or Adjustment Restricted Shares. For more information regarding the
equity awards, see the “Grants of Plan-Based Awards” table below.
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;
• a deferred compensation plan;
•
•
in the case of Ms. Wilm, reimbursement of relocation expenses; 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”).
42 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
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.
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 2020,
pursuant to November 11, 2015 and December 13, 2019 letter agreements between us and Mr. Maffei, Mr. Maffei was
entitled to 50 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. 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 Standard Industry Fare Level (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 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.
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 and Liberty Broadband,
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.
For Mr. Maffei, allocations made to Qurate Retail, Liberty TripAdvisor and Liberty Broadband include his corporate
aircraft use relating to such company’s business matters and each Service Company’s allocable portion of the
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 50 additional hours per year of personal flight time
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
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 43
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.
Liberty Media has a fractional ownership contract with NetJets, Inc. for business travel purposes. Given the
coronavirus pandemic and the significant reduction in business travel, the minimum use of the NetJets contract
would not be met and, therefore, the company’s named executive officers and directors were afforded the opportunity
to use a portion of the NetJets contract for personal use, provided that each such named executive officer or
director was responsible for reimbursing Liberty Media for costs associated therewith. Such use resulted in no
incremental cost to the company and the executives did not incur any taxable income in connection therewith.
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 2018, 2019 and 2020, the rate was 6.25%, 7.0% and 6.75%, 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 or any other Service Company. 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 2021
The annual cash bonus program for our named executive officers for 2021 was approved by our company and each
of the other Service Companies. The compensation committees of each of these companies established for each
named executive officer target and maximum bonus opportunities, which will be based sixty percent on the officer’s
individual performance goals and forty percent on corporate performance goals that relate to our company,
Qurate Retail and the other Service Companies (including subsidiary financial metrics and corporate level
achievements). Each of the Service Companies has agreed to pay directly to our other named executive officers (in
addition to Mr. Maffei) the portion of the annual cash performance bonus that will be allocated to each such
Service Company according to the same allocation schedule that applies to Mr. Maffei, pursuant to the 2019 Maffei
Employment Agreement and the amended services agreements. Mr. Maffei’s compensation is allocated across
Liberty Media and the other Service Companies based on two factors, each weighted 50%: (i) the relative market
capitalization of each series of stock of each company and (ii) the average of (a) the percentage allocation of time
for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all
companies, unless a different allocation method is agreed. Therefore, beginning in 2021, our company will pay directly
to our other named executive officers (in addition to Mr. Maffei) only our company’s allocable portion of each
named executive officer’s annual cash bonus.
Deductibility of Executive Compensation
In developing the 2020 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
44 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
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 awards 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. Beginning in December 2020, we also began
including in new forms of equity-based award agreements a right, in favor of our company, to require the executive to
repay or return to the company, upon a reasonable determination by our compensation committee that the executive
breached the confidentiality obligations included in the agreement, all or any portion of the outstanding award,
any shares received under awards during the 12-month period prior to any such breach or any time after such breach
and any proceeds from the disposition of shares received under awards during the 12-month period prior to any
such breach or any time after such breach.
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.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 45
SUMMARY COMPENSATION TABLE
Name and
Principal Position
(as of 12/31/20)
John C. Malone
Chairman of the Board
Year
2020
2019
2018
Salary
($)(1)
Bonus
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan
Compensation
($)
2,925
2,925
2,925
—
—
—
—
—
—
—
—
—
—
—
—
Gregory B. Maffei
2020
871,880
— 8,343,047 24,981,192
11,743,600
President and Chief
Executive Officer
2019 1,167,798 2,200,000 3,564,833 27,800,742
2018 1,112,188
— 3,024,616
8,830,019
Brian J. Wendling(13)
Chief Accounting Officer
and Principal Financial
Officer
Albert E. Rosenthaler
Chief Corporate
Development Officer
Renee L. Wilm(16)
Chief Legal Officer
2020
2019
2018
2020
2019
2018
2020
2019
2018
401,250
362,842
— 388,327
961,684
— 381,415
n/a
n/a
n/a
—
n/a
767,612
724,688
664,935
877,200
242,308
— 771,116
1,737,245
1,161,971
— 660,864
— 850,633
—
—
1,267,761
1,104,658
— 514,863
467,809
1,024,631
— 146,653
2,155,738
315,975
n/a
n/a
n/a
n/a
n/a
8,434,116
6,372,841
520,935
462,015
n/a
Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
194,132
205,494
215,628
537,468
380,320
397,703
96,448
48,294
n/a
—
—
—
—
—
n/a
All Other
Compensation
($)(6)(7)(8)
902,259(9)
1,240,689(9)
920,790(9)
Total
($)
1,099,316
1,449,108
1,139,343
645,875(10)(11)(12) 47,123,062
497,261(10)(11)(12) 44,045,070
416,179(10)(11)
20,153,546
23,893
32,373(14)
n/a
29,216
27,709
29,494(11)(15)
110,480(17)
53,828(17)
n/a
2,392,537
1,286,939
n/a
4,467,160
2,681,022
2,649,720
2,994,983
2,914,502
n/a
(1) Represents only that portion of each named executive officer’s salary that was allocated to our company with respect to the years
ended December 31, 2020, 2019 and 2018. For a description of the allocation of compensation between our company and Qurate
Retail for 2019 and 2018 and between our company and each of the Service Companies for 2020, see “—Compensation Discussion
and Analysis—Services Agreements.” Pursuant to the 2019 Maffei Employment Agreement, beginning January 1, 2020 the amount
of Mr. Maffei’s base salary allocable to our company was $1,320,000. Due to the financial impact of the coronavirus pandemic, for
the period from April 4, 2020 through December 31, 2020, Mr. Maffei offered to waive the right to receive his base salary except for
amounts sufficient to cover health insurance, flexible spending contributions and certain taxes. In consideration for the portion of
Mr. Maffei’s base salary that he offered to waive and restructure, we granted to Mr. Maffei the 2020 CEO Salary Restructuring RSUs,
which had a grant date fair value of $511,080 and are detailed in the “Grants of Plan-Based Awards” table below. Mr. Maffei
received an aggregate of $360,800 in cash salary during 2020. The grant date fair value of all of the 2020 CEO Salary Restructuring
RSUs is reflected in the “Grants of Plan-Based Awards” table below.
(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, as applicable, the grant date fair value of the RSUs (other than the 2020 CEO Salary Restructuring RSUs, the grant date
fair value of which is reflected in the Salary column of this table in accordance with applicable SEC rules) and Adjustment
Restricted Shares granted to our named executive officers during 2020 and the RSUs granted to our named executive officers
during 2019 and 2018. The table reflects the grant date fair value of the 2020 Chief RSUs, the Adjustment RSUs, the Adjustment
Restricted Shares, the performance-based RSUs granted to Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm in 2019, the
time-based RSUs granted to Mr. Wendling in 2019 and the performance-based RSUs granted to Messrs. Maffei and Rosenthaler
in 2018. 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, 2020 (which are included in our 2020 Form 10-K).
(4) The grant date fair value of Mr. Maffei’s 2020, 2019 and 2018 stock option awards, including the 2020 Maffei Annual Options, the
2020 Maffei Term Options and the 2019 Maffei Term Options, the 2020 NEO Multiyear Options 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, 2020 (which are included in the 2020 Form 10-K).
(5) Reflects the above-market earnings credited during 2020, 2019 and 2018 to the deferred compensation accounts of each applicable
named executive officer. See “—Compensation Discussion and Analysis—Elements of 2020 Executive Compensation—Deferred
Compensation,” “—Executive Compensation Arrangements—John C. Malone,” and “—Nonqualified Deferred Compensation Plans”
below.
46 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
(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 2019 Maffei Employment Agreement and the applicable amended services agreement:
EXECUTIVE COMPENSATION
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
2020
4,635
891
1,351
6,094
1,471
Amounts ($)
2019
4,635
4,069
1,200
5,869
414
2018
4,635
4,217
n/a
3,579
n/a
(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 for all of the named executive officers and from the other Service Companies under their
respective services agreements for their respective allocable portion of the matching contributions for Mr. Maffei. 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 2020, 2019 and 2018:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
2020
21,375
12,540
22,515
23,085
24,510
Amounts ($)
2019
21,000
23,240
22,680
21,840
—
2018
20,625
23,650
n/a
20,075
n/a
With respect to these matching contributions, all of our named executive officers are fully vested other than Ms. Wilm who is 33%
vested.
Includes the following amounts which were allocated to our company under the Qurate Retail Services Agreement:
(9)
Reimbursement for personal legal, accounting and tax services
Compensation related to personal use of corporate aircraft(a)
Tax payments made on behalf of Mr. Malone
2020
45,000
158,628
670,339
Amounts ($)
2019
45,000
550,242
617,152
2018
45,000
204,974
642,598
(a) Calculated based on aggregate incremental cost of such usage to our company.
Also includes miscellaneous personal expenses, such as courier charges.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 47
(10) Includes the following amounts which were allocated to our company under the 2019 Maffei Employment Agreement for 2020 and
under the Qurate Retail Services Agreement for 2019 and 2018:
Amounts ($)
2020
2019
2018
Compensation related to personal use of corporate aircraft(a)
343,813
456,172
373,028
(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 and Rosenthaler occasionally
used this apartment for personal reasons during the years indicated above. From time to time, we pay the cost of miscellaneous
shipping and catering expenses for Mr. Maffei.
(12) Includes legal expenses paid on behalf of Mr. Maffei when negotiating the 2019 Maffei Employment Agreement, including $287,240
in 2020.
(13) 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 was a named executive officer of our company for the first time in 2019. His compensation
for 2018 has been omitted in reliance upon the SEC’s interpretive guidance.
(14) 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.
(15) Includes $5,000 in charitable contributions in 2018 made on behalf of Mr. Rosenthaler pursuant to our political action committee
matching contribution program.
(16) Ms. Wilm assumed the role of Chief Legal Officer of our company effective September 23, 2019, and the role of Chief Administrative
Officer in January 2021.
(17) Includes the following relocation expenses paid on behalf of Ms. Wilm:
2020
84,486
Amounts ($)
2019
53,414
2018
n/a
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 $36,106 for use of the aircraft by our company and Qurate Retail during the year ended December 31,
2020. 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.
48 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
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
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 2019 Employment Arrangement
On December 13, 2019, our compensation committee approved a compensation arrangement with Mr. Maffei. The
arrangement covers the terms of Mr. Maffei’s employment during a five year employment term 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 (as defined
below). 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 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, Liberty TripAdvisor and Liberty Broadband, (iv) full vesting of his Upfront Awards and full vesting of the Annual
Awards (as defined below) for the year in which the termination occurs (including the grant and full vesting of such
Annual 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, 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, Liberty TripAdvisor and Liberty Broadband, and
(vii) continued use for 12 months after such termination 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
(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 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 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 Annual 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 contains other customary terms and conditions.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 49
Maffei Term Equity Awards
In connection with the execution of the 2019 Maffei Employment Agreement, Mr. Maffei became 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 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, had an
aggregate grant date fair value of $19,800,000 and consisted 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, each with a term of seven years.
The second tranche of the Upfront Awards was granted on December 10, 2020 and consisted 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 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. Liberty Media’s portion of the 2020 term awards, granted in December 2020, had an aggregate grant date
fair value of $18,450,000 and consisted of stock options to purchase 665,140 LSXMK shares, 352,224 BATRK shares
and 544,508 FWONK shares, with exercise prices of $42.13, $26.36 and $43.01, respectively, each with a term of
seven years.
Annual Awards
The aggregate grant date fair value of Mr. Maffei’s annual equity awards is $17.5 million for each year during the
term of the 2019 Maffei Employment Agreement and is comprised of awards of time-vested stock options (the
Annual Options), performance-based restricted stock units (Annual 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 Awards). Vesting of any Annual 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 Annual Performance RSUs. At
Liberty Media, Mr. Maffei’s annual equity awards will be issued with respect to LSXMK, BATRK and FWONK. For a
description of Mr. Maffei’s Annual Awards, see “Compensation Discussion and Analysis—Elements of 2020 Executive
Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards.”
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 2020, pursuant to the November 11, 2015 and December 13, 2019 letter
agreements between us and Mr. Maffei, Mr. Maffei was entitled to 50 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. 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 50 hours of personal use of our corporate aircraft under the November 11, 2015 and
December 13, 2019 letter agreements. 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
50 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
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.
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, 2020, 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 2020 the rate was 6.75%.
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, 2020, pursuant to
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 51
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, 2020, which
consisted of employees located in the U.S., Belgium, Canada, Columbia, the Dominican Republic, France, Germany,
Malaysia, Philippines, Romania and the United Kingdom, representing all full-time, part-time, seasonal and
temporary employees employed by our company and our consolidated subsidiaries, SiriusXM, 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 2020, 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 2020. 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 2020, 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
$47,123,062
$
100,400
469:1
In connection with the execution of the 2019 Maffei Employment Agreement, Mr. Maffei received the 2019 Maffei
Term Options in December 2019 and the 2020 Maffei Term Options in December 2020. Liberty Media’s portion of the
2020 Maffei Term Options, granted in December 2020, had an aggregate grant date fair value of $19,106,564.
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 2020 Maffei
Term Options:
Chief Executive Officer Total Annual Compensation (without 2020 Maffei Term Options)
Median Employee Total Annual Compensation
Ratio of Chief Executive Officer to Median Employee Total Annual Compensation
$28,016,499
$
100,400
279:1
52 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
GRANTS OF PLAN-BASED AWARDS
The following table contains information regarding plan-based incentive awards granted during the year ended
December 31, 2020 to the named executive officers (other than Mr. Malone, who did not receive any grants).
EXECUTIVE COMPENSATION
Grant
Date
Committee
Action
Date
Estimated Future Payouts
under Non-Equity
Incentive Plan Awards
Threshold
($)(1)
Target
($)(1)
Maximum
($)(2)
Estimated Future
Payouts under Equity
Incentive Plan Awards
Target
(#)(3)
Maximum
(#)
Threshold
(#)(3)
03/11/2020(4)
03/11/2020
03/11/2020
03/11/2020
04/14/2020
04/14/2020
04/14/2020
06/08/2020
06/08/2020
12/10/2020
12/10/2020
12/10/2020
03/11/2020(4)
03/11/2020(9)
03/11/2020(9)
03/11/2020(9)
06/08/2020
06/08/2020
12/10/2020
12/10/2020
12/10/2020
03/11/2020(4)
03/11/2020(9)
03/11/2020(9)
03/11/2020(9)
06/08/2020
06/08/2020
12/10/2020
12/10/2020
12/10/2020
03/11/2020(4)
03/11/2020(9)
03/11/2020(9)
03/11/2020(9)
06/08/2020
06/08/2020
12/10/2020
12/10/2020
12/10/2020
05/21/2020
05/21/2020
05/21/2020
05/21/2020
05/21/2020
05/21/2020
05/21/2020
05/21/2020
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7,480,000
—
—
—
—
—
—
—
—
—
—
—
14,960,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
699,120
—
—
—
—
—
—
—
—
1,557,365
—
—
—
—
—
—
—
—
1,303,073
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,057
1,482
3,466
—
—
—
—
—
—
6,294
3,051
7,135
—
—
—
—
—
—
5,057
2,451
5,733
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Name
Gregory B.
Maffei
LSXMK
BATRK
FWONK
LSXMK
BATRK
FWONK
LSXMK
LSXMK
LSXMK
BATRK
FWONK
Brian J.
Wendling
LSXMK
BATRK
FWONK
LSXMK
LSXMK
LSXMK
BATRK
FWONK
Albert E.
Rosenthaler
LSXMK
BATRK
FWONK
LSXMK
LSXMK
LSXMK
BATRK
FWONK
Renee L.
Wilm
LSXMK
BATRK
FWONK
LSXMK
LSXMK
LSXMK
BATRK
FWONK
All Other
Stock
Awards:
Number
of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
Exercise
or Base
Price of
Option
Awards
($/Sh)
—
—
—
—
8,571(6)
3,057(6)
6,959(6)
209,290(7)
229(7)
—
—
—
—
387,603(5)
136,528(5)
246,310(5)
—
—
—
—
—
665,140(8)
352,224(8)
544,508(8)
—
—
3,378,018
39.87
637,799
20.07
1,858,810
28.61
283,786
—
55,546
—
—
171,748
— 8,333,928
9,119
—
8,231,320
42.13
2,910,518
26.36
7,964,725
43.01
—
—
—
—
3,358(7)
96(7)
—
—
—
—
—
—
6,231(7)
168(7)
—
—
—
—
—
—
—
2,377(7)
135(7)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
34,366(10) 42.13
13,649(10) 26.36
28,960(10) 43.01
—
—
—
—
—
—
—
—
—
—
—
—
62,080(10) 42.13
24,656(10) 26.36
52,316(10) 43.01
—
—
—
—
—
—
—
—
—
—
—
—
16,717(10) 42.13
6,639(10) 26.36
14,088(10) 43.01
—
121,883
29,744
99,162
133,716
3,823
425,290
112,785
423,609
—
250,942
61,234
204,132
248,118
6,690
768,260
203,739
765,246
—
201,623
49,192
164,021
94,652
5,376
206,878
54,860
206,071
(1) Our 2020 performance-based bonus program does not provide for a threshold bonus amount. Other than with respect to Mr. Maffei, 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 2020 performance-based bonus program. For the actual bonuses paid by our company see the amounts
included for 2020 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. For more information on this performance
bonus program, see “—Compensation Discussion and Analysis—Elements of 2020 Executive Compensation—2020 Performance-based
Bonuses.”
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 53
(3) The terms of the 2020 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 our compensation committee determined not to reduce such payout after considering a
combination of the criteria established by our compensation committee in March 2020. For the actual 2020 Chief RSUs that vested see
“—Compensation Discussion and Analysis—Elements of 2020 Executive Compensation—Equity Incentive Compensation—Annual
Performance Awards” above.
(4) Reflects the date on which our compensation committee established the terms of the 2020 performance-based bonus program, as
described under “—Compensation Discussion and Analysis—Elements of 2020 Executive Compensation—2020 Performance-based
Bonuses.”
(5) Vested in full on December 31, 2020.
(6) The 2020 CEO Salary Restructuring RSUs, which vested in full on December 10, 2020.
(7) The Adjustment Restricted Shares and Adjustment RSUs, which vested in full on June 17, 2020.
(8) Vests in full on December 31, 2024.
(9) Reflects the date on which our compensation committee established the terms of the 2020 Chief RSUs as described under “—Compensation
Discussion and Analysis—Elements of 2020 Executive Compensation—Equity Incentive Compensation—Annual Performance Awards”
above.
(10) Vests 50% on December 10, 2022 and 50% on December 10, 2023.
54 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
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, 2020 and held by the named executive officers (with the exception of John C. Malone, who had no outstanding
equity awards as of December 31, 2020).
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
($)
Option
expiration
date
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
($)
3,337,193
348,109
62,339
724,228
897,694
22,465
632,752
94,913
396,283
—
387,603
—
333,910
33,491
6,255
74,322
133,594
15,283
46,052
6,908
—
136,528
—
834,316
83,682
15,631
185,703
171,299
138,655
20,798
205,149
—
246,310
—
45,818
79,838
—
4,655
8,111
—
11,631
20,267
—
—
—
—
—
—
—
—
—
—
927,334(1)
—
665,140(2)
—
—
—
—
—
—
—
—
313,342(1)
—
352,224(2)
—
—
—
—
—
—
—
—
588,954(1)
—
544,508(2)
—
—
34,366(3)
—
—
13,649(3)
—
—
28,960(3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
28.01
31.44
30.26
31.07
36.78
36.78
42.50
40.53
40.53
47.11
39.87
42.13
16.17
18.15
17.47
17.94
23.51
23.51
23.34
27.73
29.10
20.07
26.36
16.16
18.14
17.46
17.93
33.92
31.99
33.94
33.94
43.85
28.61
43.01
30.51
30.51
42.13
17.62
17.62
26.36
17.61
17.61
43.01
—
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
03/11/2027
12/10/2027
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
03/11/2027
12/10/2027
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
03/11/2027
12/10/2027
05/12/2022
05/12/2023
12/10/2027
05/12/2022
05/12/2023
12/10/2027
05/12/2022
05/12/2023
12/10/2027
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,057(4)
133,010
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 55
Name
Gregory B. Maffei
Option Awards
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
LSXMK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
BATRK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
Brian J. Wendling
Option Awards
LSXMK
LSXMK
LSXMK
BATRK
BATRK
BATRK
FWONK
FWONK
FWONK
RSU Awards
LSXMK
Option awards
Stock awards
Number of
securities
underlying
unexercised
options (#)
Exercisable
—
—
193,774
39,384
—
11,816
19,264
5,031
—
48,134
19,331
—
—
—
—
—
—
—
—
—
—
—
—
—
Number of
securities
underlying
unexercised
options (#)
Unexercisable
—
—
—
—
62,080(3)
—
—
—
24,656(3)
—
—
52,316(3)
—
—
—
88,939(5)
16,717(3)
34,709(5)
6,639(3)
74,859(5)
14,088(3)
—
—
—
Name
BATRK
FWONK
Albert E. Rosenthaler
Option Awards
LSXMK
LSXMK
LSXMK
BATRK
BATRK
BATRK
BATRK
FWONK
FWONK
FWONK
RSU Awards
LSXMK
BATRK
FWONK
Renee L. Wilm
Option Awards
LSXMK
LSXMK
BATRK
BATRK
FWONK
FWONK
RSU Awards
LSXMK
BATRK
FWONK
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
(#)
1,482(4)
3,466(4)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
($)
36,872
147,652
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
32.63
39.21
42.13
18.84
18.84
22.96
26.36
18.83
33.85
43.01
—
—
—
46.98
42.13
27.73
26.36
42.97
43.01
—
—
—
03/04/2023
03/20/2024
12/10/2027
03/04/2022
03/04/2023
03/20/2024
12/10/2027
03/04/2023
03/20/2024
12/10/2027
—
—
—
11/13/2026
12/10/2027
11/13/2026
12/10/2027
11/13/2026
12/10/2027
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,294(4)
3,051(4)
7,135(4)
273,852
75,909
303,951
—
—
—
—
—
—
—
—
—
—
—
—
5,057(4)
2,451(4)
5,733(4)
220,030
60,981
244,226
(1) Vests in full on December 31, 2023.
(2) Vests in full on December 31, 2024.
(3) Vests 50% on December 10, 2022 and 50% on December 10, 2023.
(4) Represents the target number of 2020 Chief RSUs that each of Messrs. Wendling and Rosenthaler and Ms. Wilm could earn based on
performance in 2020.
(5) Vests 50% on September 23, 2022 and 50% on September 23, 2023.
56 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
OPTION EXERCISES AND STOCK VESTED
The following table sets forth information concerning the vesting of RSUs held by our named executive officers (with the
exception of Mr. Malone, who had no vesting of RSUs) during the year ended December 31, 2020. None of our named
executive officers exercised any options during the year ended December 31, 2020.
EXECUTIVE COMPENSATION
Name
Gregory B. Maffei
LSXMK
BATRK
FWONK
Brian J. Wendling
LSXMK
BATRK
FWONK
Albert E. Rosenthaler
LSXMK
BATRK
FWONK
Renee L. Wilm
LSXMK
BATRK
FWONK
Option Awards
Stock Awards
Number of
shares
acquired on
exercise
(#)(1)
Value
realized on
exercise
($)
Number of
shares
acquired on
vesting
(#)(1)
Value
realized on
vesting
($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
218,090(2)
8,028,082
41,225(2)
66,464(2)
782,997
1,936,073
7,274
1,365
4,124
13,900
2,672
8,331
4,022
609
1,369
270,931
26,693
120,792
512,652
49,111
229,019
147,980
11,193
37,634
(1)
(2)
Includes shares withheld in payment of withholding taxes at election of holder.
Includes the 2020 CEO Salary Restructuring RSUs.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 57
NONQUALIFIED DEFERRED COMPENSATION PLANS
The following table sets forth information regarding the nonqualified deferred compensation plans in which our named
executive officers participated during the year ended December 31, 2020. Mr. Maffei maintained his account under the 2006
deferred compensation plan and Mr. Wendling made contributions to the 2006 deferred compensation plan. See
“—Executive Compensation Arrangements—2006 Deferred Compensation Plan” for more information. Mr. Malone’s
deferred compensation arrangements are described under “—Executive Compensation Arrangements—John C. Malone.”
During 2020, Mr. Rosenthaler and Ms. Wilm did not participate in any deferred compensation arrangements.
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Executive
contributions
in 2020
($)
Registrant
contributions
in 2020
($)
Aggregate
earnings in
2020
($)(1)
Aggregate
withdrawals/
distributions
($)
Aggregate
balance at
12/31/20
($)(1)(2)
—
—
517,679
—
—
—
—
—
—
—
2,029,310
3,082,818
15,604,723
719,030
144,637
—
—
—
—
—
—
8,443,618
2,639,369
—
—
(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 2020:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Amount ($)
194,132
537,468
96,448
—
—
(2)
In our prior year proxy statements, we reported the following above-market earnings that were credited as interest to the applicable officer’s
deferred compensation accounts during the years reported:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Amount ($)
2019
205,494
380,320
48,294
—
—
2018
215,628
397,703
n/a
—
n/a
58 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table sets forth the potential payments to our named executive officers if their employment with Liberty
Media and the other Service Companies had terminated or a change in control had occurred, in each case, as of
December 31, 2020, 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 amounts provided in the table are based on the closing market prices on December 31, 2020 for our LSXMK common
stock, which was $43.51, our BATRK common stock, which was $24.88, and our FWONK common stock, which was
$42.60. Any option awards held by the named executive officers that had an exercise price that was more than the closing
market price of our LSXMK common stock, BATRK common stock and FWONK common stock on December 31, 2020
have been excluded from the table below. 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 at December 31, 2020, his 2019 Maffei Term Options and 2020 Maffei Term Options would have
been subject to pro rata vesting (based on the number of days elapsed during the four-year vesting period). Mr. Maffei
would have been entitled to certain other benefits upon a voluntary termination of his employment with our company as of
December 31, 2020. See “—Executive Compensation Arrangements—Gregory B. Maffei—December 2019 Employment
Arrangement” above. Mr. Wendling, Mr. Rosenthaler and Ms. Wilm 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.
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.” The
existing incentive plans, which govern the awards unless there is a different definition in the applicable award agreement,
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 59
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. With respect to Mr. Maffei’s equity grants, “cause,” as defined in the award agreement,
means (i) Mr. Maffei’s willful failure to follow the lawful instructions of the board of directors of our company; (ii) the
commission by Mr. Maffei of any fraud, misappropriation or misconduct that causes demonstrable material injury to our
company or its subsidiaries; (iii) Mr. Maffei’s conviction of, or plea of guilty or nolo contendere to, a felony; or (iv) Mr. Maffei’s
failure to comply in any material respect with any written agreement between him and our company or any of our
subsidiaries if such failure causes demonstrable material injury to our company or any of our subsidiaries, except that
Mr. Maffei is entitled to certain procedural and cure rights relating to a termination for cause, except in the case of a
termination for cause based on a felony conviction. Mr. Maffei has certain continuing rights to exercise vested options or
similar rights following a termination for cause under his equity award agreements. 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, 2020, Mr. Maffei’s unvested equity awards
consisted of the 2019 Maffei Term Options and the 2020 Maffei Term Options. The 2019 Maffei Term Options and 2020
Maffei Term Options would have vested in full upon a termination of his employment by our company without cause (as
defined in the 2019 Maffei Employment Agreement) or by him for good reason (as defined in the 2019 Maffei Employment
Agreement) as of December 31, 2020. 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, 2020, Messrs. Wendling’s and Rosenthaler’s only unvested equity awards were their 2020 Chief
RSUs and 2020 NEO Multiyear Options. Ms. Wilm’s only unvested equity awards as of December 31, 2020 were her 2019
multi-year stock option award, her 2020 Chief RSUs and her 2020 NEO Multiyear Options. The multi-year stock option
awards granted to Ms. Wilm in November 2019 and the 2020 NEO Multiyear Options provide for vesting upon a termination
of employment without cause of a pro rata portion of each vesting tranche of the applicable award (based on the number
of days that have elapsed from the grant date through the termination date, plus an additional 365 days, over the
applicable tranche’s vesting period). The 2020 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, 2020. 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, 2020, 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. 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.
Disability
If the employment of any of the named executive officers had been terminated due to disability as of December 31, 2020,
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. 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 Maffei Term Options and the 2020 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:
60 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
• 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 Maffei Term Options and the 2020 Maffei Term Options) would vest in full in
the case of a change in control described in the last bullet. A change in control (as defined in the 2019 Maffei Employment
Agreement) of our company would provide Mr. Maffei with a short time period during which to exercise his right to terminate
his employment for good reason, which would result in vesting of his 2019 Maffei Term Options. For purposes of the tabular
presentation below, we have assumed that Mr. Maffei does not exercise his right to terminate his employment for good
reason in connection with a change in control.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 61
Benefits Payable Upon Termination or Change in Control
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
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
15,879,810
15,879,810
15,879,810
15,879,810
15,879,810
15,879,810
1,948,265
1,948,265
1,948,265
1,431,330
1,948,265
1,948,265
22,971,178
22,971,178
22,971,178
14,173,393
22,971,178
22,971,178
—
—
—
—
—
—
—
—
—
—
—
—
40,818,753
40,799,253
40,818,753
31,484,533
40,818,753
40,818,753
6,970,000(4)
8,443,618(6)
117,538,436(8)
—(8)
—
8,443,618(6)
117,538,436(8)
—(8)
30,750,000(5)
8,443,618(6)
118,456,329(9)
—(9)
30,750,000(5)
8,443,618(6)
30,750,000(5)
8,443,618(7)
8,443,618(6)
118,456,329(10) 118,456,329(10) 117,538,436(11)
—(11)
—(10)
—(10)
—
—
—
243,968
—
243,968
—
132,952,054
125,982,054
157,893,915
157,649,947
157,893,915
125,982,054
2,639,369(6)
2,523,340(8)
—(8)
2,639,369(6)
—(13)
—(13)
2,639,369(6)
2,544,238(14)
317,534(14)
2,639,369(6)
2,570,765(10)
317,534(10)
2,639,369(6)
2,570,765(10)
317,534(10)
2,639,369(7)
2,570,765(10)
317,534(10)
5,162,709
2,639,369
5,501,140
5,527,668
5,527,668
5,527,668
3,788,286(8)
—(8)
3,788,286
—(8)
—(8)
—
—(13)
—(13)
—
—(13)
—(13)
—
3,826,035(14)
653,712(14)
3,873,957(10)
653,712(10)
3,873,957(10)
653,712(10)
3,873,957(10)
653,712(10)
4,479,747
4,527,669
4,527,669
4,527,669
10,165(14)
525,237(14)
23,069(10)
525,237(10)
23,069(10)
525,237(10)
23,069(10)
525,237(10)
535,402
548,306
548,306
548,306
(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, 2020, 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, 2020. 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, 2020. 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, 2020, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment
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 2019 Maffei Employment Agreement) as of
December 31, 2020, he would have been entitled to receive in a lump sum a prorated amount of $17 million, with up to 25% of such amount
payable in shares of our common stock of our company and each Service Company. See “—Executive Compensation Arrangements—
Gregory B. Maffei” above. Liberty Media is responsible for paying the full severance payment and each of the Service Companies would be
responsible for reimbursing us for their allocable portion of this payment. Therefore, the table above reflects only Liberty Media’s allocable
(4)
62 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
EXECUTIVE COMPENSATION
(5)
portion (which was 41% as of December 31, 2020, pursuant to the reallocations that became effective following the combination of Liberty
Broadband and GCI Liberty) of such amount.
If Mr. Maffei’s employment had been terminated by Liberty Media without cause (as defined in the 2019 Maffei Employment Agreement),
by him for good reason (as defined in the 2019 Maffei Employment Agreement) (whether before or within a specified period following a change
in control) or due to Mr. Maffei’s death or disability, in each case, subject to execution of a mutual release, as of December 31, 2020, he
would have been entitled to receive (i) a payment of two times his 2020 base salary payable in 24 equal monthly installments, (ii) fully vested
shares of common stock with an aggregate grant date fair value of $35 million, (iii) a lump sum payment of an amount equal to two times
his average annual bonus paid for the two calendar years prior to separation, but in no event an amount that is less than two times his
aggregate target bonus of $17 million and (iv) a lump sum cash payment equal to the greater of $17 million and 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, with up to 25% of such amount payable in shares of the common stock of our company or the applicable
Service Company. See “—Executive Compensation Arrangements—Gregory B. Maffei” above. Liberty Media is responsible for paying
the full severance payment and each of the Service Companies would be responsible for reimbursing us for their allocable portion of this
payment. Therefore, the table above reflects only Liberty Media’s allocable portion (which was 41% as of December 31, 2020, pursuant to
the reallocations that became effective following the combination of Liberty Broadband and GCI Liberty) of such amount. The amount in the
table does not include the lump sum cash payment described in (iv) because Mr. Maffei had already been paid his 2020 cash bonus prior
to December 31, 2020.
(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 or Wendling upon a termination of employment. However, Messrs. Maffei and Wendling 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 and Wendling 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, 2020. If Mr. Maffei’s employment had been
terminated without good reason as of December 31, 2020, he would have been entitled to pro rata vesting of the 2019 Maffei Term
Options and 2020 Maffei Term Options, (based on the number of days that had elapsed from the date of grant over the four-year vesting
period). Also, if Mr. Maffei’s employment had been terminated for cause as of December 31, 2020, he would have forfeited his 2019 Maffei
Term Options and 2020 Maffei Term Options. Each of Messrs. Wendling and Rosenthaler and Ms. Wilm would have forfeited his or her
2020 Chief RSUs if his or her employment had been terminated without good reason as of December 31, 2020. 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, 2020. If Mr. Maffei’s employment had been terminated without
cause (as defined in the 2019 Maffei Employment Agreement) or for good reason (as defined in the 2019 Maffei Employment Agreement)
(whether before or within a specific period following a change in control) as of December 31, 2020, his 2019 Maffei Term Options and
2020 Maffei Term Options would have vested in full. See “—Executive Compensation Arrangements—Gregory B. Maffei” above and the
“Outstanding Equity Awards at Fiscal Year-End” table 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, 2020. Also, if Mr. Maffei’s employment terminated due to death or disability as of December 31, 2020, his 2019
Maffei Term Options and 2020 Maffei Term Options would have vested in full. Upon a change in control, we have assumed for purposes
of the tabular presentation above that the other named executive officers’ 2020 Chief RSUs, the 2020 NEO Multiyear Options and the
multi-year stock option awards granted 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 held by Mr. Maffei as of December 31, 2020. 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, 2020, he would have been entitled to receive
personal use of the corporate aircraft for 120 hours over a 12-month period. Perquisite amount of $595,044 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.
The table above reflects only Liberty Media’s allocable portion of such amount (which was 41% as of December 31, 2020, pursuant to the
reallocations that became effective following the combination of Liberty Broadband and GCI Liberty).
(13) If the named executive officer was terminated for “cause” as of December 31, 2020, 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, 2020, (ii) the number of unvested options
held by each named executive officer at December 31, 2020 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, 2020 and (iii) the number of
2020 Chief RSUs held by Messrs. Wendling and Rosenthaler 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.
See “Outstanding Equity Awards at Fiscal Year-End” table and “—Termination Without Cause or for Good Reason” above.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 63
DIRECTOR COMPENSATION
NONEMPLOYEE DIRECTORS
Director Fees
Each of our directors who is not an employee of our company is paid an annual fee for 2021 of $232,000 (which, in
2020, was $227,000) (which we refer to as the director fee), of which $110,500 ($108,000 in 2020) 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 2021 and 2020, each director was permitted to elect to receive $121,500 and $119,000, 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 2021 were issued in December 2020. See
“—Director RSU Grants” and “—Director Option Grants” below for information on the incentive awards granted in
2020.
Fees for service on our audit committee, compensation committee and nominating and corporate governance
committee are the same for 2021 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 $2 million. Shares of our common stock issuable pursuant to
awards made under the 2017 incentive plan will be made available from either authorized but unissued shares of
our common stock or shares of our common stock that we have issued but reacquired, including shares purchased
in the open market.
As described above, in 2013, our company’s board of directors adopted the TSAP, which governs the terms and
conditions of awards with respect to our common stock issued in connection with adjustments made to awards
relating to our predecessor’s common stock that were granted prior to 2013.
64 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
Director RSU Grants
Pursuant to our director compensation policy described above and the 2017 incentive plan, we granted the following
RSU awards in December 2020:
Name
Robert R. Bennett
Brian M. Deevy
M. Ian G. Gilchrist
David E. Rapley
Andrea L. Wong
LSXMK
BATRK
FWONK
1,640
820
—
820
—
248
124
248
124
248
1,147
573
—
573
1,147
These RSUs will vest on the first anniversary of the grant date, or on such earlier date that the grantee ceases to
be a director because of death or disability, and, unless our board of directors determines otherwise, will be forfeited
if the grantee resigns or is removed from the board before the vesting date.
Director Option Grants
Pursuant to our director compensation policy described above and the 2017 incentive plan, we granted the following
stock option awards in December 2020:
Name
Brian M. Deevy
M. Ian G. Gilchrist
Evan D. Malone
David E. Rapley
Larry E. Romrell
Andrea L. Wong
# of
LSXMK
Options
Exercise
Price
($)
# of
BATRK
Options
Exercise
Price
($)
# of
FWONK
Options
Exercise
Price
($)
2,794
5,587
5,587
2,794
5,587
5,587
42.13
42.13
42.13
42.13
42.13
42.13
396
—
793
396
793
—
26.36
—
26.36
26.36
26.36
—
1,686
3,373
3,373
1,686
3,373
—
43.01
43.01
43.01
43.01
43.01
—
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.
Rights Offering Adjustment Awards
In connection with the rights offering, holders of restricted stock units relating to shares of LSXMA and LSXMK
received the Adjustment RSUs. Holders of stock options to purchase shares of LSXMA and LSXMK received the
Adjustment Restricted Shares. As a result, we granted the following Adjustment RSUs and Adjustment Restricted
Shares to our directors. Each of the Adjustment RSUs and Adjustment Restricted Shares vested shortly following the
expiration of the rights offering.
Name
Robert R. Bennett
Brian M. Deevy
M. Ian G. Gilchrist
Evan D. Malone
David E. Rapley
Larry E. Romrell
Andrea L. Wong
Adjustment
RSUs
Adjustment
Restricted
Shares
40
20
—
—
20
—
—
—
460
828
1,106
553
1,106
785
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 65
Aircraft Usage
Liberty Media has a fractional ownership contract with NetJets, Inc. for business travel purposes. Given the
coronavirus pandemic and the significant reduction in business travel, the minimum use of the NetJets contract
would not be met and, therefore, the company’s named executive officers and directors were afforded the opportunity
to use a portion of the NetJets contract for personal use, provided that each such named executive officer or
director was responsible for reimbursing Liberty Media for costs associated therewith. Such use resulted in no
incremental cost to the company and the directors did not incur any taxable income in connection therewith.
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 2019, 2020 and 2021, the rate was 6.25%, 7.0% and 6.75% respectively.
DIRECTOR COMPENSATION TABLE
Name(1)
Robert R. Bennett
Brian M. Deevy
M. Ian G. Gilchrist
Evan D. Malone
David E. Rapley
Larry E. Romrell
Andrea L. Wong
Fees
Earned
or Paid
in Cash
($)
118,000(4)
198,000(7)
198,000(7)
108,000
138,000(4)
148,000
148,000(4)(7)
Stock
Awards
($)(2)(3)
126,556
81,574
39,508
44,041
85,277
44,041
87,128
Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
All Other
Option
Awards
($)(2)(3)
Earnings
($)(4)
—
43,708
62,511
118,479
125,032
62,511
125,032
69,141
—
—
—
29,312
—
42,525
Compensation
($)(5)
22,537(6)
22,537(6)
22,537(6)
—
22,537(6)
22,537(6)
19,234(6)
Total
($)
310,801
364,621
378,524
277,073
337,636
339,610
366,028
(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 2020. Derek Chang was not a director of our company during 2020.
66 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT
(2) As of December 31, 2020, 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
—
—
—
1,640
248
1,147
20,024
2,723
10,728
36,577
4,663
20,123
46,972
6,196
20,771
23,487
3,097
10,384
46,972
6,196
20,771
820
124
573
—
248
—
—
—
—
820
124
573
—
—
—
34,972
3,229
8,548
—
248
1,147
(3) The aggregate grant date fair value of the stock option 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, 2020 (which are included
in the 2020 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
2020 Deferred
Compensation
($)
115,092
135,092
126,098
2020 Above
Market Earnings
on Accrued Interest
($)
43,708
29,312
42,525
(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 ($)
22,537
22,537
22,537
22,537
22,537
19,234
(7)
Includes fees of $50,000 paid to Mr. Deevy, $30,000 paid to Mr. Gilchrist and $20,000 paid to Ms. Wong, in each case, for additional
committee work.
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 67
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2020 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
Equity compensation plans not approved by security holders:
Liberty Media Corporation Transitional Stock Adjustment Plan, as
amended
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
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))
—
—
$30.58
—
—
$18.41
—
—
$26.74
—
—
$31.96
—
—
$18.97
—
—
$23.45
—
—
$43.10
—
—
$26.75
—
—
$34.16
—
—
—
$11.89
—
$11.49
$12.63
—
—
—
—
6,988,596
—
—
793,431
—
—
3,299,320
—
—
86,207
—
—
10,262
—
—
22,811
—
—
3,794,765
—
—
2,668,414
—
—
7,068,803
—
—
—
1,638
—
2,509
1,025
—
—
—
—
10,869,568
1,638
—
3,474,616
1,025
—
10,390,934
—(1)
—(1)
30,908,233(2)
—(3)
30,908,233
68 | LIBERTY MEDIA CORPORATION 2021 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 2021 which will take place
on May 25, 2021. Based solely on the date of our 2021 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 16, 2021 in order to
be eligible for inclusion in our proxy materials for the annual meeting of stockholders for the calendar year 2022 (the
2022 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 24, 2022 and not later than March 28, 2022 to be considered for presentation at the 2022 annual meeting.
We currently anticipate that the 2022 annual meeting will be held during the second quarter of 2022. If the 2022
annual meeting takes place more than 30 days before or 30 days after May 25, 2022 (the anniversary of the 2021
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 2022 annual
meeting is communicated to stockholders or public disclosure of the date of the 2022 annual meeting is made,
whichever occurs first, in order to be considered for presentation at the 2022 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 2020 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 2020 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 2021 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, 2020 and 2019. 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
2019
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41.04
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39.93
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42.00
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 48.75
2020
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50.89
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42.42
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41.65
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47.42
38.75
35.71
39.57
41.83
24.49
30.54
33.04
34.45
F-1
Braves Group
Series B (BATRB)
Low
High
2019
First quarter (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27.00
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31.80
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 37.45
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31.50
2020
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 33.00
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30.00
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26.00
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39.90
24.09
26.45
27.09
30.00
21.60
20.95
18.60
24.90
(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
2019
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31.00
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36.41
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39.00
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.00
2020
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44.95
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36.00
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36.40
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.47
29.60
36.00
34.90
38.50
22.00
21.00
30.00
36.10
Holders
The number of record holders as of January 31, 2021 were as follows:
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A Series B Series C
1,085
796
920
1,029
1,965
714
58
36
54
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 2021
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.
A summary of the repurchase activity for the three months ended December 31, 2020 is as follows:
Series A Liberty SiriusXM
Common Stock
Series C Liberty SiriusXM
Common Stock
Period
October 1 - 31, 2020 . . . . . . .
November 1 - 30, 2020 . . . . .
December 1 - 31, 2020 . . . . .
Total . . . . . . . . . . . . . . .
(a) Total Number
of Shares
Purchased
(b) Average
Price Paid per
Share
(a) Total Number
of Shares
Purchased
(b) Average
Price Paid per
Share
355,077
747,121
543,290
1,645,488
$
$
$
34.50
39.62
42.52
904,593
94,708
312,197
1,311,498
$
$
$
35.10
36.96
42.28
(d) Maximum Number
(c) Total Number of (or Approximate Dollar
Shares Purchased
as Part of Publicly
Announced Plans
Value) of Shares that
May Yet be Purchased
Under the Plans or
Programs (in millions)
1,120
1,087
1,051
1,259,670 $
841,829 $
855,487 $
2,956,986
or Programs
There were no repurchases of Series A Liberty Formula One common stock or Liberty Braves common stock and
no repurchases of Series C Liberty Formula One common stock or Liberty Braves common stock during the three months
ended December 31, 2020.
During the three months ended December 31, 2020, 123 shares of Series A and 242 shares of Series C Liberty
Formula One common stock, 485 shares of Series A and 976 shares of Series C Liberty SiriusXM common stock, and 51
shares of Series A and 98 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.
Selected Financial Data.
Not applicable.
F-3
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 and other content, as well as
podcasts and infotainment services, in the United States on a subscription fee basis and is distributed through its two
proprietary satellite radio systems and streamed 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.
Formula 1 is a wholly-owned consolidated subsidiary and is also a reportable segment. 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 a varying number of events (“Events”) taking place in different countries around the world each season.
Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various
aspects of its management and administration.
We hold an ownership interest in Live Nation Entertainment, Inc. (“Live Nation”), which is accounted for as an
equity method investment at December 31, 2020. Live Nation is considered the world’s leading live entertainment
company. As of December 31, 2020, Live Nation met the Company’s reportable segment threshold for equity method
affiliates due to significant losses driven by COVID - 19.
Our “Corporate and Other” category includes a consolidated subsidiary, Braves Holdings, LLC (“Braves
Holdings”) and corporate expenses. 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, which created three new tracking stock groups. 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 or Live
Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, such as the Liberty SiriusXM
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.
As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves
Group. As a result of a rights offering in May 2016 to holders of Liberty Braves common stock to acquire shares of Series
C Liberty Braves common stock, the number of notional shares representing the intergroup interest held by the Formula
F-4
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.
On April 22, 2020, the Company’s board of directors approved the immediate reattribution of certain assets and
liabilities between the Formula One Group and the Liberty SiriusXM Group (collectively, the “reattribution”).
The assets reattributed from the Formula One Group to the Liberty SiriusXM Group, valued at $2.8 billion,
consisted of:
• Liberty’s entire Live Nation stake, consisting of approximately 69.6 million shares of Live Nation common
•
•
•
•
stock;
a newly-created Formula One Group intergroup interest, consisting of approximately 5.3 million notional
shares of Liberty Formula One common stock, to cover exposure under Liberty’s 1.375% cash convertible
senior notes due 2023 (the “Convertible Notes”);
the bond hedge and warrants associated with the Convertible Notes;
the entire Liberty SiriusXM Group intergroup interest, consisting of approximately 1.9 million notional
shares of Liberty SiriusXM common stock, thereby eliminating the Liberty SiriusXM Group intergroup
interest; and
a portion, consisting of approximately 2.3 million notional shares of Liberty Braves common stock, of the
Formula One Group’s intergroup interest in the Braves Group, to cover exposure under the Convertible
Notes.
The reattributed liabilities, valued at $1.3 billion, consisted of:
the Convertible Notes;
•
• Liberty’s 2.25% exchangeable senior debentures due 2048; and
• Liberty’s margin loan secured by shares of Live Nation (“Live Nation Margin Loan”).
Similarly, $1.5 billion of net asset value has been reattributed from the Liberty SiriusXM Group to the Formula
One Group, comprised of:
•
•
a call spread between the Formula One Group and the Liberty SiriusXM Group with respect to 34.8 million
of the Live Nation shares that were reattributed to the Liberty SiriusXM Group; and
a net cash payment of $1.4 billion from the Liberty SiriusXM Group to the Formula One Group, which was
funded by a combination of (x) cash on hand, (y) an additional $400 million drawn from the Company’s
existing margin loan secured by shares of common stock of Sirius XM Holdings, resulting in an aggregate
outstanding balance of $750 million, and (z) the creation of an intergroup loan obligation from the Liberty
SiriusXM Group to the Formula One Group in the principal amount of $750 million, plus interest thereon,
which was repaid with the proceeds from the LSXMK rights offering described below (the “Intergroup
Loan”).
The reattribution is reflected in the Company’s financial statements on a prospective basis.
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. As of December 31, 2020, the Liberty SiriusXM
Group is primarily comprised of Liberty’s interests in Sirius XM Holdings and Live Nation, corporate cash, Liberty’s
1.375% Cash Convertible Notes due 2023 and related financial instruments, Liberty’s 2.125% Exchangeable Senior
Debentures due 2048, Liberty’s 2.25% Exchangeable Senior Debentures due 2048, Liberty’s 2.75% Exchangeable Senior
Debentures due 2049, Liberty’s 0.5% Exchangeable Senior Debentures due 2050 and margin loan obligations incurred by
wholly-owned special purpose subsidiaries of Liberty. As of December 31, 2020, the Liberty SiriusXM Group has cash
and cash equivalents of approximately $996 million, which includes $71 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
F-5
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, the Liberty SiriusXM Group holds intergroup interests in
the Formula One Group and Braves Group of approximately 2.2% and 3.7%, respectively, valued at $200 million and $57
million, respectively, as of December 31, 2020.
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. As of December 31, 2020, 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, 2020, the Braves Group has cash and cash
equivalents of approximately $151 million, which includes $73 million of subsidiary cash. Additionally, the Formula One
Group and the Liberty SiriusXM Group retain intergroup interests 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, 2020, the Formula One 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 interest in Formula 1, cash, Liberty’s 1% Cash Convertible
Notes due 2023 and Liberty’s 2.25% Exchangeable Senior Debentures due 2046. The Formula One Group also has an
intergroup interest in the Braves Group of approximately 11.1%, valued at $169 million as of December 31, 2020. As of
December 31, 2020, the Formula One Group had cash and cash equivalents of approximately $1,684 million, which
includes $265 million of subsidiary cash.
On April 22, 2020, the Company’s board of directors authorized management of the Company to cause
subscription rights (the “Series C Liberty SiriusXM Rights”) to purchase shares of Series C Liberty SiriusXM common
stock, par value $0.01 per share (“LSXMK”), in a rights offering (the “LSXMK rights offering”) to be distributed to
holders of Series A Liberty SiriusXM common stock, par value $0.01 per share, Series B Liberty SiriusXM common stock,
par value $0.01 per share, and LSXMK. In the LSXMK rights offering, Liberty distributed 0.0939 of a Series C Liberty
SiriusXM Right for each share of Series A, Series B or Series C Liberty SiriusXM common stock held as of 5:00 p.m.,
New York City time, on May 13, 2020. Fractional Series C Liberty SiriusXM Rights were rounded up to the nearest whole
right. Each whole Series C Liberty SiriusXM Right entitled the holder to purchase, pursuant to the basic subscription
privilege, one share of LSXMK at a subscription price of $25.47, which was equal to an approximate 20% discount to the
volume weighted average trading price of LSXMK for the 3 - day trading period ending on and including May 8, 2020.
Each Series C Liberty SiriusXM Right also entitled the holder to subscribe for additional shares of LSXMK that were
unsubscribed for in the LSXMK rights offering pursuant to an oversubscription privilege. The LSXMK rights offering
commenced on May 18, 2020, which was also the ex-dividend date for the distribution of the Series C Liberty SiriusXM
Rights. The LSXMK rights offering expired at 5:00 p.m. New York City time, on June 5, 2020 and was fully subscribed
with 29,594,089 shares of LSXMK issued to those rightsholders exercising basic and, if applicable, oversubscription
privileges. The proceeds from the LSXMK rights offering, which aggregated approximately $754 million, were used to
repay the outstanding balance on the Intergroup Loan and accrued interest.
In December 2019, Chinese officials reported a novel coronavirus outbreak (“COVID - 19”). COVID - 19 has since
spread internationally. On March 11, 2020, the World Health Organization assessed COVID - 19 as a global pandemic,
causing many countries throughout the world to take aggressive actions, including imposing travel restrictions and stay-
at-home orders, closing public attractions and restaurants, and mandating social distancing practices. As a result, the start
of the 2020 Formula 1 race calendar and the Major League Baseball season were delayed until the beginning of July 2020
and end of July 2020, respectively. In addition, in mid-March 2020, Live Nation suspended all large-scale live
entertainment events due to COVID - 19. As a result, the Company’s results of operations have been negatively impacted
by COVID - 19 during the year ended December 31, 2020. Further, Formula 1, the Atlanta Braves and Live Nation will
F-6
continue to be materially impacted by COVID - 19 and local, state, and federal government actions taken in response, which
will likely have a negative impact on our results of operations and financial condition in future periods.
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
existing business.
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 used 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, and building on Formula 1’s “WeRaceAsOne”
initiatives to fight inequality and improve the diversity and opportunity in Formula 1 at all levels.
F-7
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 consolidated 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
Revenue
Liberty SiriusXM Group
Years ended December 31,
2019
2020
amounts in millions
2018
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 8,040
8,040
7,794
7,794
5,771
5,771
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
178
476
476
442
442
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,145
1,145
$ 9,363
2,022
2,022
10,292
1,827
1,827
8,040
Operating Income (Loss)
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 790
(41)
749
1,578
(34)
1,544
1,659
(39)
1,620
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(128)
(128)
(39)
(39)
1
1
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(386)
(58)
(444)
$ 177
17
(52)
(35)
1,470
(68)
(42)
(110)
1,511
Adjusted OIBDA
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,575
(31)
2,544
2,453
(17)
2,436
2,233
(16)
2,217
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(53)
(53)
49
49
88
88
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
(38)
18
$ 2,509
482
(36)
446
2,931
400
(25)
375
2,680
F-8
Revenue. Our consolidated revenue decreased $929 million and increased $2,252 million for the years ended
December 31, 2020 and 2019, respectively, as compared to the corresponding prior year periods. The 2020 decrease was
driven by decreases at Formula 1 and Braves Holdings of $877 million and $298 million, respectively, partially offset by
revenue growth at Sirius XM Holdings of $246 million. 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 and of $2,023 million, $195
million and $34 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 $1,293 million and $41 million for the years
ended December 31, 2020 and 2019, respectively, as compared to the corresponding prior year periods. The 2020 decrease
was driven by $788 million, $403 million and $89 million decreases in Sirius XM Holdings, Formula 1 and Braves
Holdings operating results, respectively. 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 an $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. 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 $261 million, $291 million and $192 million of stock compensation expense for the years ended
December 31, 2020, 2019 and 2018, respectively. The decrease in stock compensation expense in 2020 as compared to the
prior year is primarily due to decreases of $12 million, $6 million and $6 million at Braves Holdings, Formula 1 and Sirius
XM Holdings, 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.
As of December 31, 2020, the total unrecognized compensation cost related to unvested Sirius XM Holdings
stock options and restricted stock units was $385 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
2.6 years.
As of December 31, 2020, the total unrecognized compensation cost related to unvested Liberty equity awards
was approximately $56 million. Such amount will be recognized in our consolidated statements of operations over a
weighted average period of approximately 2.0 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 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
F-9
other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles
(“GAAP’). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:
Years ended December 31,
2018
2019
2020
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 177
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlements and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition and restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
amounts in millions
1,470
1,083 1,061
291
—
25
84
2,931
261
976
(16)
28
$ 2,509
1,511
905
192
—
69
3
2,680
During the year ended December 31, 2020, Sirius XM Holdings recorded a goodwill impairment charge of $956
million related to the Pandora reporting unit and a $20 million impairment of Pandora’s trademark. See note 8 to the
accompanying consolidated financial statements for information regarding these impairments.
During the year ended December 31, 2020, Sirius XM Holdings reversed a pre-Pandora acquisition reserve of
$16 million for royalties. This benefit is included in the revenue share and royalties line item in the accompanying
consolidated financial statements for the year ended December 31, 2020. 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, Sirius XM Holdings recorded $69 million related to music royalty
litigation settlements. As separately reported in note 17 of the accompanying consolidated financial statements, this charge
is included in the Revenue share and royalties expense line item in the accompanying consolidated financial statements
for the year ended December 31, 2018. The aforementioned litigation settlements and reserve have been excluded from
Adjusted OIBDA for the corresponding periods as they were not 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 decreased $422 million and increased $251 million for the years ended
December 31, 2020 and 2019, respectively, as compared to the corresponding prior year periods. The decrease in 2020 as
compared to the prior year was primarily due to decreases of $426 million and $103 million in Formula 1 and Braves
Holdings Adjusted OIBDA, respectively, partially offset by a $122 million increase in Sirius XM Holdings Adjusted
OIBDA. 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. 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-10
Other Income and Expense
Components of Other Income (Expense) are presented in the table below.
Interest expense
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses) on financial instruments, net
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years ended December 31,
2020
2019 2018
amounts in millions
(462)
(26)
(146)
(634)
(388)
(435)
(26)
(27)
(195)
(192)
(657) (606)
(484)
6
(108)
(586)
(24)
18
12
6
(11)
12
17
18
(521)
(10)
129
(402)
(41)
(4)
(270)
(315)
(13)
—
23
10
(38)
2
45
9
(1)
(2)
43
40
25
35
18
78
$
$
$
$
$
$
$
$
$ (1,612)
(957) (470)
Interest expense. Consolidated interest expense decreased $23 million and increased $51 million for the years
ended December 31, 2020 and 2019, respectively, as compared to the corresponding prior year periods. Interest expense
for the Formula One Group decreased during 2020 as compared to the prior year due to a decrease in the average amount
of corporate and subsidiary debt outstanding. Interest expense for the Liberty SiriusXM Group increased during 2020 as
compared to the prior year due to an increase in the average amount of corporate and subsidiary debt outstanding. As
previously disclosed, certain debt was reattributed from the Formula One Group to the Liberty SiriusXM Group effective
April 22, 2020. The interest related to such debt is reflected in interest expense for the Formula One Group prior to the
reattribution and in interest expense for the Liberty SiriusXM Group following the reattribution. 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.
F-11
Share of earnings (losses) of affiliates. The following table presents our share of earnings (losses) of affiliates:
Liberty SiriusXM Group
Years ended December 31,
2018
2020
2019
amounts in millions
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (465) NA
Sirius XM Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
(24)
(484)
(3)
(21)
(24)
NA
(1)
(10)
(11)
Braves Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
6
18
18
12
12
Formula One Group
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(112)
4
(108)
$ (586)
4
8
12
6
3
14
17
18
Due to the impact of COVID - 19, Live Nation recorded significant losses during the year ended December 31,
2020.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years ended December 31,
2020
2019 2018
amounts in millions
$
(74)
(114)
(127)
(87)
$ (402)
110
(584)
215
(56)
(315)
2
130
(94)
2
40
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 years ended December 31, 2020 and 2019 are primarily due to
changes in the fair value of Formula 1’s interest rate swaps.
Other, net. The decrease in other, net expense in 2020 was primarily driven by a decrease in losses on
extinguishment of debt related to Sirius XM Holdings. As previously disclosed, Liberty’s investment in Live Nation was
F-12
reattributed from the Formula One Group to the Liberty SiriusXM Group effective April 22, 2020. Accordingly, any gains
or losses on dilution of our investment in Live Nation are reflected in Formula One Group’s results prior to the reattribution
and in Liberty SiriusXM Group’s results following the reattribution. 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.
Income taxes. The Company had an income tax benefit of $44 million and income tax expense of $166 million
and $176 million for the years ended December 31, 2020, 2019 and 2018, respectively. Our effective tax rate for the years
ended December 31, 2020, 2019 and 2018 was 3%, 32% and 17%, respectively. Our effective tax rate for all three years
was impacted for the following reasons:
• During 2020, our effective tax rate was lower than the 21% U.S. federal tax rate due to additional tax expense
related to an impairment loss on goodwill that is not deductible for tax purposes and an increase in the
Company’s valuation allowance, partially offset by tax benefits related to changes in the Company’s effective
tax rate and federal tax credits.
• 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.
On February 1, 2021, the Company entered into a tax sharing agreement with Sirius XM Holdings governing the
allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters when
one corporation owns stock representing at least 80% of the voting power and value of the outstanding capital stock of the
other corporation. The tax sharing agreement and Sirius XM Holdings’ inclusion in the Company’s consolidated tax group
is not expected to have a material adverse effect on the Company. See note 11 to the accompanying consolidated financial
statements for additional information regarding the tax sharing agreement.
Net earnings. We had net losses of $1,391 million, earnings of $347 million and earnings of $865 million for
the years ended December 31, 2020, 2019 and 2018, 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, 2020, 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 subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise
restricted), proceeds from net asset sales, monetization of our public investment portfolio (including derivatives), debt
borrowings and equity issuances, available borrowing capacity under margin loans, and dividend and interest receipts. As
of December 31, 2020, Liberty had $266 million of unencumbered marketable equity securities.
Liberty currently does not have a corporate debt rating.
F-13
As of December 31, 2020, Liberty’s cash and cash equivalents were as follows:
Cash and Cash
Equivalents
amounts in millions
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
71
925
996
151
151
265
1,419
1,684
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. However, Formula 1 does not have the ability to
make a RP to Liberty during the waiver period, as discussed below. 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 not been
met as of December 31, 2020. As of December 31, 2020, 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,
2020, Liberty had $600 million available under Liberty’s margin loan secured by shares of Sirius XM Holdings and
$200 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.
As stated in note 9 to the accompanying consolidated financial statements, the Company, Sirius XM Holdings,
Formula 1 and Braves Holdings are in compliance with all debt covenants as of December 31, 2020. Pursuant to an
amendment to Formula 1’s Senior Loan Facility (as defined in note 9 of the accompanying consolidated financial
statements) on June 26, 2020, subject to compliance by Formula 1 with certain financial conditions, the net leverage
financial covenant does not apply until the quarter ended March 31, 2022. The relevant conditions applicable to Formula
1 include the maintenance of minimum liquidity (comprised of unrestricted cash and cash equivalent investments and
available revolving credit facility commitments) of $200 million and certain restrictions on dividends, other payments and
the incurrence of additional debt. Formula 1 has the ability to recommence the requirement to comply with the net leverage
financial covenant prior to the quarter ended March 31, 2022, in which case the relevant additional conditions will cease
to apply. Pursuant to an amendment to Braves Holdings’ $85 million credit facility on August 20, 2020, the fixed charge
coverage ratio does not apply until the quarter ending March 31, 2022, subject to certain conditions, including the
maintenance of minimum liquidity thresholds throughout the waiver period and certain other restrictions. Braves Holdings
could recommence the requirement to comply with the fixed charge coverage ratio beginning with the quarter ending
December 31, 2021, in which case the relevant additional conditions will cease to apply. In addition, on August 20, 2020,
Braves Holdings amended the debt agreements related to its ballpark funding, waiving the debt service coverage covenant
until the quarter ending September 30, 2021, subject to certain conditions, including the maintenance of a minimum
liquidity threshold, the increase in debt service reserves and certain other conditions. On January 29, 2021, Braves Holdings
amended one of the debt agreements of the mixed-use loans, waiving the debt yield ratio until the quarter ending June 30,
F-14
2021. Additionally, the calculation of the debt yield has been modified from June 30, 2021 through the quarter ending
December 31, 2021, subject to certain other conditions.
See Quantitative and Qualitative Disclosures about Market Risk for disclosures related to the anticipated effects
of the transition away from London Inter-bank Offered Rate (“LIBOR”) as a benchmark for establishing the rate of interest
on Liberty’s margin loans, Sirius XM Holdings’ borrowings under its credit facility, Formula 1’s borrowings under its
loan facility and Braves Holdings’ borrowings under its operating credit facilities.
The cash provided (used) by our continuing operations for the prior three years is as follows:
Years ended December 31,
2018
2020
2019
Cash Flow Information
Liberty SiriusXM Group cash provided (used) by operating activities . . $ 1,924
Braves Group cash provided (used) by operating activities . . . . . . . . . . .
(55)
Formula One Group cash provided (used) by operating activities . . . . . .
(139)
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . $ 1,730
Liberty SiriusXM Group cash provided (used) by investing activities . . $ (734)
(77)
Braves Group cash provided (used) by investing activities . . . . . . . . . . .
Formula One Group cash provided (used) by investing activities . . . . . .
75
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . $ (736)
Liberty SiriusXM Group cash provided (used) by financing activities . . $ (689)
105
Braves Group cash provided (used) by financing activities . . . . . . . . . . .
Formula One Group cash provided (used) by financing activities . . . . . .
1,158
1,785
103
268
2,156
(756)
159
227
(370)
(1,552)
(212)
(616)
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . $ 574 (1,773) (2,380)
amounts in millions
1,944
75
294
2,313
384
(107)
37
314
(1,923)
54
96
Liberty’s primary uses of cash during the year ended December 31, 2020 (excluding cash used by Sirius XM
Holdings, Formula 1 and Braves Holdings) were $318 million of Series A and Series C Liberty SiriusXM common stock
repurchases and the repayment of $130 million outstanding under Liberty’s margin loan secured by shares of Live Nation.
These uses were primarily funded by borrowings of debt, returns of investments in equity method affiliates and dividends
from Sirius XM Holdings. In connection with the reattribution, Liberty borrowed $400 million under the margin loan
secured by shares of Sirius XM Holdings. The proceeds from the LSXMK rights offering, which aggregated approximately
$754 million, were used to repay the outstanding balance on the Intergroup Loan and accrued interest.
Sirius XM Holdings’ primary uses of cash during the year ended December 31, 2020 were the repurchase and
retirement of outstanding Sirius XM Holdings common stock, repayment of long-term debt, additions to property and
equipment, acquisitions of businesses and dividends paid to stockholders. The Sirius XM Holdings uses of cash were
funded by borrowings of debt and cash provided by operating activities. During the year ended December 31, 2020, Sirius
XM Holdings declared a cash dividend each quarter, and paid in cash an aggregate amount of $237 million, of which
Liberty received $173 million.
Braves Holdings’ primary uses of cash during the year ended December 31, 2020 were operating expenses and
capital expenditures for continued expansion of the mixed-use development, funded primarily by net borrowings of debt.
During the year ended December 31, 2020, Formula 1 borrowed against its revolving credit facility and then
repaid the outstanding balance in full.
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
loan secured by shares of Sirius XM Holdings and the potential buyback of common stock under the approved share
buyback program. Liberty expects to fund its projected uses of cash with cash on hand, borrowing capacity under margin
loans and outstanding or new debt instruments, or dividends or distributions from operating subsidiaries. We may be
required to make net payments of income tax liabilities to settle items under discussion with tax authorities.
F-15
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 28, 2021, Sirius XM Holdings’ board of directors declared a
quarterly dividend on its common stock in the amount of $0.014641 per share of common stock, payable on February 26,
2021 to stockholders of record at the close of business on February 10, 2021. 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.
The precise extent to which the COVID - 19 pandemic will impact Sirius XM Holdings’ operational and financial
performance will depend on various factors. To date, the pandemic has not increased Sirius XM Holdings’ costs of or
access to capital under its revolving credit facility and in the debt markets, and Sirius XM Holdings does not believe it is
reasonably likely to in the future. In addition, Sirius XM Holdings does not believe that the pandemic will affect its ongoing
ability to meet the covenants in its debt instruments, including under its revolving credit facility. Due to the nature of Sirius
XM Holdings’ subscription business, the effect of the COVID - 19 pandemic will not be fully reflected in certain of its
results of operations until future periods.
Formula 1’s uses of cash are expected to be debt service payments and operating expenses. Formula 1 has
historically funded its uses of cash with cash provided by operations. Formula 1’s operating cash flows have been, and
may continue to be, adversely impacted by COVID - 19, which may require Formula 1 to fund its projected uses of cash
with other sources of liquidity.
Braves Holdings’ uses of cash are expected to be expenditures related to the mixed-use development, debt service
payments and operating expenses. Liberty expects Braves Holdings to fund its projected uses of cash with cash on hand,
cash provided by operations and through borrowings under construction loans. Braves Holdings’ operating cash flows
have been, and may continue to be, adversely impacted by COVID - 19, which may require Braves Holdings to fund its
projected uses of cash with other sources of liquidity.
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, 2020 aggregated $287 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.
Payments due by period
Total
Less than
1 year
2 - 3 years 4 - 5 years
After
5 years
amounts in millions
Consolidated contractual obligations
Long-term debt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,954
Interest payments (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,264
Programming and royalty fees (3) . . . . . . . . . . . . . . . . . . . . . . . . . .
1,918
Lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
839
Employment agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
287
Other obligations (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
313
Total consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
640
709
89
128
137
4,333
1,121
730
175
76
59
6,494
4,577
706
284
150
56
32
7,975
1,797
195
425
27
85
5,805 10,504
$ 24,575 1,772
(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, 2020, (ii) assume the interest rates on our variable
rate debt remain constant at the December 31, 2020 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. In certain arrangements, the
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 Sirius XM Holdings’ brands. 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 - 4 meeting its 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
F-17
trademarks, and our evaluation of the recoverability of our other long-lived assets upon certain triggering events. If the
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, 2020, the intangible assets not subject to amortization for each of our consolidated reportable
segments were as follows (amounts in millions):
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,082
3,956
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
180
Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,218
8,600 1,242 24,924
3,956
—
323
143
8,600 1,385 29,203
—
—
Goodwill FCC Licenses Other Total
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, which launched in 2009 and 2013,
respectively, and estimates they will operate effectively through the end of their depreciable lives in 2024 and 2028,
respectively.
Sirius XM Holdings currently operates three in-orbit XM satellites, XM - 3, XM - 4 and XM - 5. The XM - 3 satellite,
launched in 2005, reached the end of its depreciable life in 2020. Sirius XM Holdings estimates that its XM - 4 satellite,
launched in 2006, will reach the end of its depreciable life in 2021. Sirius XM Holdings has entered into agreements for
the design, construction and launch of two satellites, SXM - 7 and SXM - 8. SXM - 7 was launched into a geostationary orbit
in December 2020. In-orbit testing of SXM - 7 began on January 4, 2021. During in-orbit testing of SXM - 7, events occurred
which have caused failures of certain SXM - 7 payload units. An evaluation of SXM - 7 is underway. The full extent of the
damage to SXM - 7 is not yet known. SXM - 8 is expected to be launched into a geostationary orbit in 2021. 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.
F-18
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
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 and other
content, as well as podcasts and infotainment services, in the United States on a subscription fee basis. Sirius XM’s premier
content bundles include live, curated and certain exclusive and on demand programming. The Sirius XM service is
distributed through its two proprietary satellite radio systems and streamed 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, 2020,
Sirius XM had approximately 34.7 million subscribers.
In addition to Sirius XM’s audio entertainment businesses, it provides connected vehicle services to several
automakers. 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.
In May 2020, Sirius XM terminated the Automatic Labs Inc. (“Automatic”) service, which was part of its
connected services business. Automatic operated a service for consumers and auto dealers and offered an install-it-yourself
adapter and mobile application, which transformed vehicles into connected vehicles. During the year ended December 31,
2020, Sirius XM recorded $24 million of restructuring expenses related to this termination of the service.
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
F-19
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 (1) an ad-supported radio service, (2) a radio subscription service, called Pandora Plus and (3) an
on-demand subscription service, called Pandora Premium. As of December 31, 2020, Pandora had approximately 6.3
million subscribers.
The majority of Pandora’s revenue is generated from advertising on its ad-supported radio service. Pandora also
derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
Pandora also sells advertising on audio platforms and in podcasts unaffiliated with Sirius XM Holdings. Pandora
is the exclusive U.S. ad sales representative for SoundCloud Holdings, LLC (“SoundCloud”). Through this arrangement,
Pandora offers advertisers the ability to execute campaigns in the U.S. across the Pandora and SoundCloud listening
platforms. Sirius XM Holdings also has arrangements to serve as the ad sales representative for certain podcasts, such as
the podcasts of NBC News. In addition, through AdsWizz, Inc. (“AdsWizz”), Pandora provides a comprehensive digital
audio advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion,
campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions. As of
December 31, 2020, Pandora had approximately 58.9 million monthly active users.
In October 2020, Sirius XM Holdings acquired the assets of Stitcher from The E.W. Scripps Company and certain
of its subsidiaries for a total consideration of $296 million, which includes $272 million in cash and $30 million related to
contingent consideration, partially offset by working capital adjustments of $6 million. In June 2020, Sirius XM Holdings
acquired Simplecast for $28 million in cash. Simplecast is a podcast management and analytics platform. The acquisition
of Stitcher, in conjunction with Simplecast, creates a full-service platform for podcast creators, publishers and advertisers.
Refer to note 5 to our consolidated financial statements for more information on these acquisitions.
In February 2020, Sirius XM Holdings completed a $75 million investment in SoundCloud. SoundCloud is the
world’s largest open audio platform, with a connected community of creators, listeners and curators. SoundCloud’s
platform enables its users to upload, promote, share and create audio entertainment. The minority investment complements
the existing ad sales relationship between SoundCloud and Pandora.
Results of Operations
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.
Sirius XM Holdings acquired Pandora on February 1, 2019. 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 and 2018. The pro forma financial information was prepared based on the historical financial information of Sirius
XM Holdings 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. Pro forma adjustments are not included for the acquisitions of Simplecast and
Stitcher. 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.
As of December 31, 2020, there is an approximate 24% 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.
F-20
Sirius XM Holdings’ operating results were as follows:
2020
(actual)
Years ended December 31,
2019
2018
(pro forma) (pro forma)
amounts in millions
Sirius XM:
Subscriber revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,857
157
Advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173
Equipment revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,342
Total Sirius XM revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pandora:
Subscriber revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Pandora revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
515
1,183
1,698
8,040
Operating expenses (excluding stock-based compensation included below):
Sirius XM cost of services (excluding litigation settlement) . . . . . . . . . . . . . . . . . . . .
Pandora cost of services (excluding litigation reserve) . . . . . . . . . . . . . . . . . . . . . . . .
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses (excluding litigation settlement) . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlements and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition and restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(2,430)
(1,121)
(362)
(1,332)
(220)
2,575
(976)
16
(223)
(28)
(574)
790
5,644
205
173
172
6,194
527
1,200
1,727
7,921
(2,378)
(1,104)
(427)
(1,344)
(241)
2,427
—
(25)
(240)
—
(552)
1,610
5,264
188
155
171
5,778
478
1,092
1,570
7,348
(2,203)
(1,082)
(470)
(1,245)
(217)
2,131
—
(69)
(244)
—
(533)
1,285
Sirius XM Subscriber revenue includes self-pay and paid promotional subscriptions, U.S. Music Royalty Fees
and other ancillary fees. Subscriber revenue increased 4% and 7% for the years ended December 31, 2020 and 2019,
respectively, as compared to the corresponding prior year periods. The increase for the year ended December 31, 2020 was
primarily driven by higher self-pay revenue as a result of increases in certain subscription plans and higher U.S. Music
Royalty Fees due to a higher music royalty rate, partially offset by lower paid promotional revenue. The increase for the
year ended December 31, 2019 was 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 a 3% increase in the daily weighted average number of
subscribers during the year ended December 31, 2019, as compared to the corresponding prior year period.
Sirius XM Advertising revenue includes the sale of advertising on Sirius XM’s non-music channels. Advertising
revenue decreased 23% and increased 9% for the years ended December 31, 2020 and 2019, respectively, as compared to
the corresponding prior year periods. The decrease for the year ended December 31, 2020 was primarily due to lower
advertising spend as a result of the impact of the COVID - 19 pandemic. The increase for the year ended December 31,
2019 was 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 was flat and increased 12% for the years ended December 31, 2020 and 2019, respectively,
as compared to the corresponding prior year periods. During the year ended December 31, 2020, increased OEM royalty
revenue was offset by lower direct sales to customers and the loss of revenue resulting from the termination of the
F-21
Automatic service. The increase for the year ended December 31, 2019 was 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 decreased 10% and increased 1% for the years ended December 31, 2020
and 2019, respectively, as compared to the corresponding prior year periods. The decrease for the year ended December 31,
2020 was driven by lower revenue from Sirius XM’s connected vehicle services, rental car revenue and royalty revenue
from Sirius XM Canada. 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.
Pandora subscriber revenue includes fees charged for Pandora Plus, Pandora Premium, Stitcher and Simplecast
subscriptions. Pandora subscriber revenue decreased 2% and increased 10% during the years ended December 31, 2020
and 2019, respectively, as compared to the corresponding periods in the prior year. The decrease for the year ended
December 31, 2020 was primarily due to the expiration of the one-year promotional subscriptions generated through an
agreement with T-Mobile. The increase for the year ended December 31, 2019 was primarily due to an increase in the
weighted average number of subscribers and an increase in the average price paid per subscriber due to the growth of
Pandora Premium.
Pandora advertising revenue is generated primarily from audio, display and video advertising from on-platform
and off-platform advertising. Pandora advertising revenue decreased 1% and increased 10% during the years ended
December 31, 2020 and 2019, respectively, as compared to the corresponding periods in the prior year. The decrease for
the year ended December 31, 2020 was primarily due to lower advertising as a result of the impact of the COVID - 19
pandemic and a decrease in advertising revenue per thousand hours, partially offset by growth in Pandora’s off-platform
advertising and the inclusion of revenue from Stitcher. The increase for the year ended December 31, 2019 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.
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 4% and 8% during 2020 and 2019, respectively, as compared to the prior year
periods. The increases were driven by overall greater revenue subject to royalties and revenue share.
• Programming and Content includes costs to acquire, create, promote and produce content. Programming and
content costs increased 1% and 10% during 2020 and 2019, respectively, as compared to the corresponding prior
years. The increases for both years were driven primarily by higher music licensing costs and increased personnel-
related costs. The increase in 2020 was partially offset by one-time benefits for reduced sports programming as a
result of shortened sports seasons due to the COVID - 19 pandemic and lower costs associated with hosting live
events.
• 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
decreased 2% and increased 4% during 2020 and 2019, respectively, as compared to the corresponding prior
years. The 2020 decrease was driven by reduced staffing resulting from stay at home orders issued in countries
in which Sirius XM’s vendors operate call centers. The 2019 increase was driven by increased transaction fees
from a larger subscriber base and higher bad debt expense.
• 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
F-22
in Sirius XM’s direct to consumer distribution channels. Other costs of subscriber services was flat and increased
13% during the years ended December 31, 2020 and 2019, respectively, as compared to the corresponding prior
years. During the year ended December 31, 2020, higher hosting and wireless costs associated with Sirius XM’s
360L platform and its streaming and connected vehicle services were offset by lower direct sales to consumers
and reduced costs due to the termination of the Automatic service. The 2019 increase was primarily driven by
higher hosting and other 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 connected
vehicle consumers.
Pandora Cost of services (excluding legal reserve) includes revenue share and royalties, programming and
content costs, customer service and billing expenses and other ancillary costs.
• 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. Revenue share and royalties increased
1% and 2% during the years ended December 31, 2020 and 2019, respectively, as compared to the corresponding
periods in the prior year. The 2020 increase was attributable to the inclusion of Stitcher, partially offset by lower
listening hours and the expiration during 2019 of certain minimum guarantees in direct license agreements with
record labels. 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.
• Programming and content includes costs to produce live listener events and promote content. Programming and
content increased 71% and 55% during the years ended December 31, 2020 and 2019, respectively, as compared
to the corresponding periods in the prior year. The increases were primarily due to increases in personnel related
and content costs.
• Customer service and billing includes transaction fees on subscription purchases through mobile app stores and
bad debt expense. Customer service and billing increased 2% and decreased 11% during the years ended
December 31, 2020 and 2019, respectively, as compared to the corresponding periods in the prior year. The 2020
increase was primarily driven by higher bad debt expense, partially offset by lower transaction costs. The 2019
decrease was primarily driven by lower bad debt expense due to recoveries and lower transaction fees.
• 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. Other costs
decreased 9% and increased 21% during the years ended December 31, 2020 and 2019, respectively, as compared
to the corresponding periods in the prior year. The 2020 decrease was primarily driven by lower streaming costs
due to lower listener hours and lower personnel related costs. The 2019 increase was primarily driven by increased
web hosting and personnel related costs.
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, 2020 and 2019, subscriber acquisition costs decreased 15% and 9%, respectively, as compared to the
corresponding periods in the prior year. The 2020 decrease was driven by a decline in OEM installations as a result of the
COVID - 19 pandemic as well as lower hardware subsidiaries as certain subsidy rates decreased. The decrease for 2019 was
driven by reductions to OEM hardware subsidy rates, lower subsidized costs related to the transition of chipsets and a
decrease 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 decreased 1% and increased 8% for the years ended December 31, 2020 and 2019, respectively,
as compared to the corresponding prior year periods. The decrease for the year ended December 31, 2020 was driven by
F-23
lower personnel related costs, the closure of a sales and use tax audit in the second quarter of 2020 and lower travel and
entertainment costs, partially offset by a $25 million contribution to a donor advised fund that will be the source of Sirius
XM Holdings’ future charitable contributions, and higher legal costs. The increase for the year ended December 31, 2019
was driven by additional subscriber communications and acquisition campaigns and higher rent.
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, 2020
and 2019, other operating expense decreased 9% and increased 11%, respectively, as compared to the corresponding
periods in the prior year. The 2020 decrease was driven by lower personnel-related costs. The 2019 increase was driven
by higher personnel-related costs.
Impairment of intangible assets for the year ended December 31, 2020 includes a goodwill impairment charge of
$956 million related to the Pandora reporting unit and a $20 million impairment of Pandora’s trademark.
Litigation settlements and reserves for the year ended December 31, 2020 relates to the reversal of a pre-Pandora
acquisition reserve of $16 million for royalties. This benefit is included in the revenue share and royalties line item in the
accompanying consolidated financial statements for the year ended December 31, 2020. During the year ended
December 31, 2019, Sirius XM Holdings recorded 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. 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. The aforementioned litigation settlements and
reserve have been excluded from Adjusted OIBDA for the corresponding periods as they were not part of Sirius XM
Holdings’ normal operations and do not relate to the on-going performance of the business.
Stock-based compensation decreased 7% and 2% during the years ended December 31, 2020 and 2019,
respectively, as compared to the corresponding periods in the prior year. The decreases are primarily due to decreases in
Pandora’s stock-based compensation.
Acquisition and restructuring costs for the year ended December 31, 2020 relate to costs associated with the
termination of the Automatic service and the acquisitions of Simplecast and Stitcher.
Depreciation and amortization increased 4% during both of the years ended December 31, 2020 and 2019, as
compared to the corresponding periods in the prior year. The increases were due to higher depreciation expense 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. Due to the COVID - 19 pandemic, the start of the 2020
season was postponed, with certain Events being cancelled, certain new Events being added and others rescheduled to later
dates. 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.
F-24
Formula 1’s operating results were as follows:
Years ended December 31,
2018
2020
2019
Primary Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 964
Other Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
1,145
Total Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
amounts in millions
1,664
358
2,022
1,487
340
1,827
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(974)
(115)
56
(13)
(429)
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (386)
(1,393)
(147)
482
(19)
(446)
17
(1,273)
(154)
400
(16)
(452)
(68)
Number of Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
21
21
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
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 decreased $700 million and increased $177 million during the years ended
December 31, 2020 and 2019, respectively, as compared to the corresponding periods in the prior year.
Race promotion revenue decreased during the year ended December 31, 2020, as compared to the prior year, due
to the fact that fans were prohibited at all but three Events during 2020, which led to one-time changes in the contractual
terms of the originally scheduled Events that remained on the revised 2020 calendar, and limited revenue from the other
Events that were added to make up the 17 Events. Broadcasting revenue decreased as the altered schedule triggered lower
broadcasting fees pursuant to the contractual terms within certain broadcasting agreements and also led to other one-time
changes as certain broadcasting fees were renegotiated for 2020, leading to overall lower than originally contracted
broadcasting revenue. Additionally, Formula 1 was prevented from delivering all of the elements of a typical sponsorship
offering with the cancellation of certain Events to which contracted sponsorship inventory related, and with limited
activities at the Events that have taken place due to the lack of fans and inability to operate services such as hospitality,
leading to one-time changes in sponsorship contracts. These challenging circumstances led to a number of other one-time
changes as certain sponsorship fees were also renegotiated for 2020, with revenue related to certain undelivered contract
rights in 2020 being deferred into future years.
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.
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.
F-25
Other Formula 1 revenue decreased $177 million and increased $18 million during the years ended December 31,
2020 and 2019, respectively, as compared to the corresponding periods in the prior year. Other Formula 1 revenue
decreased in 2020 as there were four fewer Events in 2020 and COVID - 19 related restrictions and the related calendar
changes led to lower revenue from most activities, including the non-operation of the Formula One Paddock Club at all
but one Event where a limited service could be provided, reduced freight income, the non-operation of fan festivals and
business forums, and lower F2 and F3 series income. These decreases were partially offset by increases in licensing and
digital media income, driven primarily by F1 TV subscriptions. 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.
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.
Years ended December 31,
2018
2019
2020
Team payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (711)
Other costs of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (263)
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (974)
amounts in millions
(1,012)
(381)
(1,393)
(913)
(360)
(1,273)
Cost of Formula 1 revenue decreased $419 million and increased $120 million during the years ended
December 31, 2020 and 2019, respectively, as compared to the corresponding periods in the prior year.
Team payments decreased $301 million and increased $99 million during the years ended December 31, 2020
and 2019, respectively, as compared to the corresponding periods in the prior year. The 2020 decrease was driven by the
decrease in Primary Formula 1 revenue and other 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, partially offset by one-time fees
paid to teams upon signing the 2021 Concorde Agreement in 2020. 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.
Other costs of Formula 1 revenue decreased $118 million and increased $21 million during the years ended
December 31, 2020 and 2019, respectively, as compared to the corresponding periods in the prior year. The 2020 decrease
was driven by four fewer Events, fewer non-European Events, and the significantly reduced activities in the current period
due to COVID - 19. 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.
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 $32 million and $7 million during the years ended December 31, 2020 and 2019, respectively, as compared to
the corresponding periods in the prior year. The 2020 decrease was driven by lower personnel costs and certain cost
reduction initiatives while Events were not taking place and following the return to racing, resulting in lower legal and
F-26
professional fees and lower discretionary marketing expenditures. The 2019 decrease was driven by foreign exchange
gains and lower bad debt expense, partially offset by higher personnel and information technology costs.
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. Stock-based compensation expense
decreased $6 million and increased $3 million during the years ended December 31, 2020 and 2019, respectively, as
compared to the corresponding periods in the prior year. The 2020 decrease was due to the vesting of outstanding awards
and a decrease in the fair value of the underlying awards. 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 $17 million and $6 million during the year ended December 31, 2020 and 2019,
respectively, as compared the corresponding periods in the prior year, primarily due to decreases 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 ANLBC
and six minor league baseball clubs (the Gwinnett Stripers, the Mississippi Braves, the Rome Braves, the Danville Braves
(through 2020), the GCL Braves and the Dominican Summer League). ANLBC’s ballpark is located 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 the construction of the adjacent mixed-use development project, which we refer to as the Development
Project.
Due to COVID - 19, Major League Baseball postponed the start of the 2020 season until late July, resulting in a
regular season of 60 games, without fans in attendance. In addition, the 2020 minor league season was cancelled. Braves
Holdings did not generate material revenue from the Braves’ participation in the 2020 postseason given the structure of
the Major League Baseball playoffs to accommodate COVID - 19 safety protocols.
Operating results attributable to Braves Holdings were as follows.
Year ended December 31,
2019 2018
2020
amounts in millions
Baseball revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 142 438 404
38
Development revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
442
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
476
36
178
Operating expenses (excluding stock-based compensation included below):
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(57)
(49)
(3)
(69)
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (121)
(170) (344) (268)
(80)
94
(10)
(76)
8
(78)
54
(15)
(71)
(32)
Regular season home games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Postseason home games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
7
81
3
81
2
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, licensing and other shared Major League Baseball
F-27
(“MLB”) revenue streams. Development revenue is derived from the mixed-use facilities and primarily includes rental
income. For the years ended December 31, 2020 and 2019, revenue decreased $298 million and increased $34 million,
respectively, as compared to the corresponding prior years. A normal baseball season has historically consisted of
approximately 160 games. However, the 2020 regular season consisted of only 60 games. The decrease in baseball revenue
in 2020 was primarily driven by fewer games in 2020. Without fans in attendance for any games, ballpark operations
revenue was lower due to decreased ticket and concession sales. Fewer games also resulted in lower broadcasting revenue.
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. The decrease in development revenue in 2020 was primarily driven by the
deferral of rental income from the mixed-use facilities. 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.
Other operating expenses primarily include costs associated with baseball and stadium operations. For the years
ended December 31, 2020 and 2019, other operating expenses decreased $174 million and increased $76 million,
respectively, as compared to the corresponding prior years. The decrease in 2020 as compared to 2019 was primarily due
to lower player salaries, as players were paid a pro-rata portion of their salaries, lower travel expenses and lower facility
and game day expenses, as there were fewer games in 2020, all without fans in attendance. 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.
Selling, general and administrative expense includes costs of marketing, advertising, finance and related
personnel costs. Selling, general and administrative expense decreased $21 million and $2 million for the years ended
December 31, 2020 and 2019, respectively, as compared to the corresponding prior years. The decrease for 2020 as
compared to 2019 was primarily driven by lower marketing expense and fewer games in 2020. The decrease for 2019 as
compared to 2018 was primarily due to reduced expenses associated with the residential portion of the mixed-use complex,
which was sold in October 2018.
Stock-based compensation decreased $12 million and increased $5 million during the years ended December 31,
2020 and 2019, respectively, as compared to the corresponding prior years. The decrease in 2020 as compared to 2019 was
driven by a decrease in the fair value of the underlying awards. The increase in 2019 as compared to 2018 was driven by
an increase in the fair value of the underlying awards.
Depreciation and amortization decreased $2 million and $5 million during the years ended December 31, 2020
and 2019, respectively, as compared to the corresponding prior years. The decrease in 2020 as compared to 2019 was
driven by a decrease in amortization expense related to player contracts. 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.
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
F-28
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, 2020, our debt is comprised of the following amounts:
Variable rate debt
Fixed rate debt
Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . $ 1,399
278
Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
832
Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . $
Principal Weighted avg Principal Weighted avg
interest rate
amount
amount
interest rate
dollar amounts in millions
2.1% $ 11,252
1.8% $
396
3.5% $ 2,797
3.8%
3.6%
4.6%
Liberty’s borrowings under margin loans, Sirius XM Holdings’ borrowings under its credit facility, Formula 1’s
borrowings under its loan facility and Braves Holdings’ borrowings under its operating credit facilities carry a variable
interest rate based on LIBOR as a benchmark for establishing the rate of interest. LIBOR is the subject of national,
international and other regulatory guidance and proposals for reform. In 2017, the United Kingdom's Financial Conduct
Authority (the "FCA"), which regulates LIBOR, announced that it intends to phase out LIBOR. On November 30, 2020,
ICE Benchmark Administration, the administrator of LIBOR, with the support of the United States Federal Reserve and
the FCA, announced plans to consult on ceasing publication of LIBOR on December 31, 2021 for only the one week and
two month LIBOR tenors, and on June 30, 2023 for all other LIBOR tenors. While this announcement extends the transition
period to June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new LIBOR
issuances by the end of 2021. In light of these recent announcements, the future of LIBOR at this time is uncertain and any
changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause
LIBOR to perform differently than in the past or cease to exist. The consequences of these developments cannot be entirely
predicted, but could include an increase in the cost of borrowings under the aforementioned debt instruments. In
preparation for the expected phase out of LIBOR, and to the extent alternate reference rates were not included in existing
debt agreements, Liberty, Sirius XM Holdings and Formula 1 expect to incorporate alternative reference rates when
amending these facilities, as applicable.
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, 2020, the fair value of our marketable equity securities was $266 million. Had the market price
of such securities been 10% lower at December 31, 2020, the aggregate value of such securities would have been
$27 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.
Financial Statements and Supplementary Data.
The consolidated financial statements of Liberty Media Corporation are included herein, beginning on Page F - 36.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
F-29
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, 2020 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 - 31 for Management’s Report on Internal Control Over Financial Reporting.
See page F - 32 for Report of Independent Registered Public Accounting Firm for their attestation regarding our
internal control over financial reporting.
There has been no change in the Company’s internal control over financial reporting that occurred during the
three months ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting.
Other Information.
None.
F-30
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, 2020, 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, 2020, its internal control over financial reporting is effective.
The Company’s independent registered public accounting firm audited the consolidated financial statements and
related notes 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 - 32 of this Annual Report.
F-31
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, 2020, 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, 2020, 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, 2020 and 2019, 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, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated
February 26, 2021 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, 2021
/s/ KPMG LLP
F-32
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, 2020 and 2019, 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, 2020, 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, 2020 and 2019, and the
results of its operations and its cash flows for each of the years in the three year period ended December 31, 2020, 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, 2020, 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, 2021 expressed an unqualified opinion on
the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
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.
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.
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.
F-33
Sufficiency of audit evidence over certain subscriber and advertising revenue streams
As disclosed in the consolidated statements of operations, the Company generated $9,363 million of
revenue, of which $5,857 million was Sirius XM subscriber revenue and $1,183 million was Pandora (Pandora
Media, LLC and subsidiaries, the successor to Pandora Media, Inc. and subsidiaries) advertising revenue, for the
year ended December 31, 2020. 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 following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit
matter. This included controls related to the Sirius XM subscriber revenue and Pandora advertising revenue
recognition processes. We involved IT professionals with specialized skills and knowledge, who assisted in
testing relevant 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. We
applied auditor judgment to determine the nature and extent of procedures to be performed over subscriber and
advertising revenue. 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 source documents and system reports. We evaluated the sufficiency of audit evidence obtained by
assessing the results of procedures performed.
Fair value of the Pandora trademark and goodwill in the Pandora reporting unit
As discussed in note 8 to the consolidated financial statements, the Company’s goodwill balance
associated with Sirius XM Holdings was $15,082 million as of December 31, 2020, which is comprised of Sirius
XM and Pandora reporting units. Additionally, as discussed in note 8 to the consolidated financial statements, the
Company’s trademarks balance was $1,242 million as of December 31, 2020. The Company performs goodwill
and indefinite-lived assets impairment testing as of the fourth quarter of each fiscal year, and whenever events
and changes in circumstances indicate that the carrying value of a trademark more likely than not exceeds its fair
value or the carrying value of a reporting unit more likely than not exceeds its fair value. The Company identified
events that indicated that it was more likely than not that the carrying value of the Pandora reporting unit and the
Pandora trademark exceeded their fair values. The Company estimated the fair value of the Pandora reporting
unit using a combination of a discounted cash flow model and a market approach, and the Pandora trademark
using a discounted cash flow model. As a result, the Company recognized an impairment charge of $956 million
for the Pandora reporting unit goodwill and an impairment charge of $20 million for the Pandora trademark.
We identified the evaluation of the Company’s fair value assessment of the Pandora trademark and
goodwill in the Pandora reporting unit as a critical audit matter. There was a high degree of subjective auditor
judgment in applying and evaluating the results of our audit procedures over the discounted cash flow model used
to calculate the fair value of the goodwill in the Pandora reporting unit and the Pandora trademark. Specifically,
the revenue growth rates, long-term growth rate, and the discount rates (the key assumptions), which were used
by the Company to estimate the fair value of the reporting unit involved a higher degree of subjectivity. In
addition, these key assumptions used in the fair value assessment were challenging to test due to the sensitivity
of the fair value to changes in these assumptions.
F-34
The following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s
goodwill and trademark impairment process. This included controls over the selection of the revenue growth
rates, long-term growth rate, and the discount rates used to estimate the fair value of the Pandora reporting unit
and the Pandora trademark. We performed sensitivity analyses to assess the impact of possible changes to the
revenue growth rates, long-term growth rate and discount rate assumptions on the fair value of the Pandora
reporting unit and the Pandora trademark. We compared the Company’s forecasted revenue growth rate
assumptions to the Pandora reporting unit’s historical revenue growth rates, to projected revenue growth rates for
comparable companies, and to other publicly available data, including third party market studies. We compared
the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast.
We evaluated the relevance and reliability of the internal and external data used to develop those assumptions.
We involved valuation professionals with specialized skills and knowledge who assisted in:
●
evaluating the Company’s discount rates by comparing them to discount rate ranges that were
developed using publicly available market data for comparable entities;
● developing an estimated range of fair value of the Pandora reporting unit using the reporting unit’s
cash flow projections, estimated discount rate range, and comparing the result to the Company’s
fair value estimate; and
● developing an estimated range of fair value of the Pandora trademark using the Company’s cash
flow projections and an estimated discount rate range and comparing the result to the Company’s
fair value estimate.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
Denver, Colorado
February 26, 2021
F-35
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2020 and 2019
2020
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) . . . . . . . . . . . . . . . . . . .
2,831
823
376
4,030
1,018
1,222
767
416
2,405
1,625
Property and equipment, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,017
(1,778)
2,239
3,780
(1,518)
2,262
Intangible assets not subject to amortization (note 8)
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FCC licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,218
8,600
1,385
29,203
5,378
2,136
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,004
Intangible assets subject to amortization, net (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,939
8,600
1,405
29,944
5,940
2,013
44,189
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Current portion of debt, including $684 million and $0 measured at fair value, respectively
(note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,583
1,621
743
2,070
94
4,490
60
2,113
94
3,888
Long-term debt, including $3,861 million and $3,678 million measured at fair value,
respectively (note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,686
2,126
1,101
$ 24,403
15,416
1,913
1,047
22,264
See accompanying notes to consolidated financial statements.
(continued)
F-36
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2020 and 2019
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, 2020; issued and outstanding 99,383,666 shares at December 31, 2020 and
103,339,016 shares at December 31, 2019 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares at
December 31, 2020; issued and outstanding 10,312,670 shares at December 31, 2020 and
10,312,639 shares at December 31, 2019 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares
at December 31, 2020; issued and outstanding 25,835,838 shares at December 31, 2020 and
25,834,334 shares at December 31, 2019 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty SiriusXM common stock, $.01 par value. Authorized 75,000,000 shares at
December 31, 2020; issued and outstanding 9,802,237 shares at December 31, 2020 and
9,808,601 shares at December 31, 2019 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty Braves common stock, $.01 par value. Authorized 7,500,000 shares at
December 31, 2020; issued and outstanding 981,778 shares at December 31, 2020 and
981,860 shares at December 31, 2019 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty Formula One common stock, $.01 par value. Authorized 18,750,000 shares at
December 31, 2020; issued and outstanding 2,446,606 shares at December 31, 2020 and
2,448,233 shares at December 31, 2019 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares at
December 31, 2020; issued and outstanding 229,575,090 shares at December 31, 2020 and
203,324,574 shares at December 31, 2019 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares at
December 31, 2020; issued and outstanding 40,958,175 shares at December 31, 2020 and
39,894,784 shares at December 31, 2019 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares
at December 31, 2020; issued and outstanding 203,538,477 shares at December 31, 2020 and
203,366,419 shares at December 31, 2019 (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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
2,575
(33)
12,320 13,748
15,091 16,295
5,630
4,510
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,601 21,925
2020
2019
amounts in millions
—
—
1
1
—
—
—
—
—
—
—
—
—
—
2
2
—
—
2
2,688
78
Commitments and contingencies (note 17)
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,004 44,189
See accompanying notes to consolidated financial statements.
F-37
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations
Years ended December 31, 2020, 2019 and 2018
2020
2019
2018
amounts in millions
Revenue:
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,040
1,145
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses, including stock-based compensation (note 3):
7,794 5,771
1,827
2,022
442
476
9,363 10,292 8,040
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition and restructuring (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,421
481
481
196
974
362
434
1,750
976
28
1,083
9,186
177
462
475
199
1,394
427
624
2,291 1,394
406
382
126
1,273
470
391
1,805 1,179
—
—
3
84
1,061
905
8,822 6,529
1,470 1,511
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(634)
(586)
(402)
10
(1,612)
(1,435)
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Income tax (expense) benefit (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,391)
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the noncontrolling interests . . . . . . . . . . . . . . . . . . .
30
Net earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,421)
Net earnings (loss) attributable to Liberty stockholders (note 2):
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(747)
(78)
(596)
$ (1,421)
(606)
(657)
18
6
40
(315)
78
9
(957)
(470)
513 1,041
(176)
(166)
865
347
334
241
531
106
494
(77)
(311)
106
676
5
(150)
531
(continued)
See accompanying notes to consolidated financial statements.
F-38
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations (Continued)
Years ended December 31, 2020, 2019 and 2018
2020
2019 2018
Basic net earnings (loss) attributable to Liberty stockholders per common share
(notes 2 and 3)
Series A, B and C Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.24)
Series A, B and C Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.53)
Series A, B and C Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.57)
1.98
1.50
(1.51)
0.10
(1.35) (0.65)
Diluted net earnings (loss) attributable to Liberty stockholders per common share
(notes 2 and 3)
Series A, B and C Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.33)
Series A, B and C Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.00)
Series A, B and C Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.57)
1.95
1.48
(1.51)
0.10
(1.35) (0.65)
See accompanying notes to consolidated financial statements.
F-39
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Comprehensive Earnings (Loss)
Years ended December 31, 2020, 2019 and 2018
2020
2019 2018
amounts in millions
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,391)
Other comprehensive earnings (loss), net of taxes:
12
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7)
Credit risk on fair value debt instruments gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
Share of other comprehensive earnings (loss) of equity affiliates . . . . . . . . . . . . . . . . . . . . . . .
(9)
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
(1,278)
Comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less comprehensive earnings (loss) attributable to the noncontrolling interests . . . . . . . . . . . .
32
Comprehensive earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . . . . . . . . . . $ (1,310)
Comprehensive earnings (loss) attributable to Liberty stockholders:
347
865
20
3
(13)
1
11
358
247
111
(34)
(3)
32
(10)
(15)
850
324
526
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (712)
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(86)
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(512)
$ (1,310)
512
(74)
(327)
111
663
2
(139)
526
See accompanying notes to consolidated financial statements.
F-40
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Cash Flows
Years ended December 31, 2020, 2019 and 2018
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,391)
Adjustments to reconcile net earnings to net cash provided by operating activities:
347
865
2020
2019
2018
amounts in millions
(see note 4)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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:
1,083
261
976
586
402
17
(4)
40
(95)
35
1,061
312
—
(6)
315
9
(7)
57
120
8
905
192
—
(18)
(40)
(1)
1
1
167
(17)
(3)
(34)
(146)
1,730
100
2,313
(31)
132
2,156
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 . . . . . . . . . . . . . .
Return of investment in equity method affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
(300)
(113)
105
442
313
(29)
23
399
(2)
(414)
64
20
11
14
(452)
(9)
(736)
(510)
64
314
(403)
(28)
(370)
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty SiriusXM common stock repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Liberty SiriusXM common stock rights offering . . . . . . . . . . . . . . . . . . .
754
Cash dividends paid by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(64)
Taxes paid in lieu of shares issued for stock-based compensation . . . . . . . . . . . . . . . . . .
(120)
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(90)
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
574
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash . . .
3
Net increase (decrease) in cash, cash equivalents and restricted cash . . . . . . . . . . . .
1,571
1,306
Cash, cash equivalents and restricted cash at beginning of period . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . $ 2,877
4,898
3,617
6,020
(2,931) (4,871) (4,057)
(466)
(1,555) (2,159) (1,314)
—
(59)
(130)
29
(1,773) (2,380)
(1)
(595)
1,047
452
—
854
452
1,306
—
(68)
(211)
(41)
(443)
(318)
See accompanying notes to consolidated financial statements.
F-41
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F-42
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
(1) Basis of Presentation
The accompanying consolidated financial statements of Liberty Media Corporation (“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”).
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, 2020, we owned approximately 76% of the outstanding equity interest in
Sirius XM Holdings.
In 2011, Qurate Retail, Inc. (“Qurate Retail”) completed its split-off from Liberty, and in 2014, Liberty Broadband
Corporation (“Liberty Broadband”) completed its spin-off from Liberty. In addition, in 2014, Liberty TripAdvisor
Holdings, Inc. (“Liberty TripAdvisor”) completed its spin-off from Qurate Retail, and in 2018, GCI Liberty, Inc. (“GCI
Liberty”) completed its split-off from Qurate Retail. These transactions resulted in the separate corporate existence of
Liberty, Qurate Retail, Liberty Broadband, Liberty TripAdvisor and GCI Liberty. Following these transactions, each of
these companies operates (or in the case of GCI Liberty, prior to its acquisition, operated) as separate publicly traded
companies, none of which has any stock ownership, beneficial or otherwise, in the other (except that GCI Liberty owned
shares of Liberty Broadband’s Series C non-voting common stock prior to the merger of GCI Liberty and Liberty
Broadband in December 2020). In connection with the foregoing transactions, Liberty entered into certain agreements with
Qurate Retail, Liberty TripAdvisor, Liberty Broadband, 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 and Liberty Broadband only), Services Agreements and
Facilities Sharing Agreements. The Reorganization, Services and Facilities Sharing Agreements entered into with Qurate
Retail were assigned from Liberty’s predecessor to Liberty in 2013 in connection with a prior transaction.
The Reorganization Agreements provide for, among other things, provisions governing the relationships between
Liberty and each of Qurate Retail and Liberty Broadband, respectively, including certain cross-indemnities. Pursuant to
the Services Agreements, Liberty provides Qurate Retail, Liberty TripAdvisor, Liberty Broadband and GCI Liberty (prior
to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations
support. Qurate Retail, Liberty TripAdvisor, Liberty Broadband and GCI Liberty (prior to termination) 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 and GCI Liberty (prior to
termination) 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
and GCI Liberty (prior to termination) at Liberty’s corporate headquarters. Under these various agreements, approximately
$28 million, $46 million and $30 million of these allocated expenses were reimbursed to Liberty during the years ended
December 31, 2020, 2019 and 2018, respectively.
F-43
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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 would 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. Following the
merger between GCI Liberty and Liberty Broadband in December 2020, GCI Liberty no longer participates in the Services
Agreement arrangement due to the termination of its Services Agreement with Liberty.
In December 2020, in conjunction with the merger, GCI Liberty made an executive termination payment to
Liberty of approximately $6 million. See note 13 for additional information related to termination payments.
On January 26, 2021, Liberty Media Acquisition Corporation (“LMAC”) consummated its initial public offering
(the “IPO”) of 57.5 million units (the “Units”), including 7.5 million Units sold pursuant to the full exercise of the
underwriters’ overallotment option. Each Unit consists of one share of Series A common stock of LMAC and one-fifth of
one redeemable warrant of LMAC. Each whole warrant entitles the holder thereof to purchase one share of Series A
common stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion of LMAC's
initial business combination and 12 months from the closing of the IPO. The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to LMAC of $575 million. Concurrently with the IPO, LMAC completed the private placement
of 10 million warrants to its sponsor, Liberty Media Acquisition Sponsor LLC (the “Sponsor”), a wholly-owned subsidiary
of the Company, generating gross proceeds of $15 million. Each private placement warrant entitles the holder thereof to
purchase one share of LMAC's Series A common stock for $11.50 per share, subject to adjustment, following the later of
30 days after the completion of LMAC's initial business combination and 12 months from the closing of the IPO. A total
of $575 million was placed in a U.S.-based trust account. LMAC intends to search for a target in the media, digital media,
music, entertainment, communications, telecommunications and technology industries, but may seek to complete a
business combination with an operating company in any industry, sector or geographic area. Under the terms of the
offering, the Company, through the Sponsor, owns 20% of LMAC’s issued and outstanding common stock and the Sponsor
has committed to acquire $250 million of forward purchase units (each consisting of one share of LMAC’s Series B
common stock and one-fifth of one redeemable warrant to purchase one share of LMAC’s Series A common stock)
pursuant to a forward purchase agreement that will close substantially concurrently with the consummation of LMAC’s
initial business combination. In addition, the Company, through the Sponsor’s ownership of LMAC founder shares, has
certain governance rights which allow us to control LMAC’s affairs, policies and operations through the initial business
combination. The Company’s ownership interest in LMAC will consist primarily of Series B common stock following the
consummation of LMAC’s initial business combination, and is initially being attributed to the Formula One Group tracking
stock.
(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 Formula One common stock (formerly known as 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.
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 the Liberty Formula One Group (the
“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,
F-44
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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 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.
Additionally, as a result of the Recapitalization, Liberty’s 1.375% Cash Convertible Senior Notes due 2023 (the
“Convertible Notes”) 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.
As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves
Group. As a result of a rights offering in May 2016 to holders of Liberty Braves common stock to acquire shares of Series
C Liberty Braves common stock, 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.
On April 22, 2020, the Company’s board of directors approved the immediate reattribution of certain assets and
liabilities between the Formula One Group and the Liberty SiriusXM Group (collectively, the “reattribution”).
The assets reattributed from the Formula One Group to the Liberty SiriusXM Group, valued at $2.8 billion,
consisted of:
• Liberty’s entire Live Nation stake, consisting of approximately 69.6 million shares of Live Nation common stock;
•
a newly-created Formula One Group intergroup interest, consisting of approximately 5.3 million notional shares
of Liberty Formula One common stock, to cover exposure under the Convertible Notes;
the bond hedge and warrants associated with the Convertible Notes;
the entire Liberty SiriusXM Group intergroup interest, consisting of approximately 1.9 million notional shares of
Liberty SiriusXM common stock, thereby eliminating the Liberty SiriusXM Group intergroup interest; and
a portion, consisting of approximately 2.3 million notional shares of Liberty Braves common stock, of the
Formula One Group’s intergroup interest in the Braves Group, to cover exposure under the Convertible Notes.
•
•
•
The reattributed liabilities, valued at $1.3 billion, consisted of:
the Convertible Notes;
•
• Liberty’s 2.25% exchangeable senior debentures due 2048; and
• Liberty’s margin loan secured by shares of Live Nation (“Live Nation Margin Loan”).
F-45
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Similarly, $1.5 billion of net asset value has been reattributed from the Liberty SiriusXM Group to the Formula
One Group, comprised of:
•
•
a call spread between the Formula One Group and the Liberty SiriusXM Group with respect to 34.8 million of
the Live Nation shares that were reattributed to the Liberty SiriusXM Group; and
a net cash payment of $1.4 billion from the Liberty SiriusXM Group to the Formula One Group, which was
funded by a combination of (x) cash on hand, (y) an additional $400 million drawn from the Company’s existing
margin loan secured by shares of common stock of Sirius XM Holdings, resulting in an aggregate outstanding
balance of $750 million, and (z) the creation of an intergroup loan obligation from the Liberty SiriusXM Group
to the Formula One Group in the principal amount of $750 million, plus interest thereon, which was repaid with
the proceeds from the LSXMK rights offering described below (the “Intergroup Loan”).
The reattribution is reflected in the Company’s financial statements on a prospective basis.
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, which, as of December 31, 2020, include its
interests in Sirius XM Holdings and Live Nation, corporate cash, Liberty’s 1.375% Cash Convertible Notes due 2023 and
related financial instruments, Liberty’s 2.125% Exchangeable Senior Debentures due 2048, Liberty’s 2.25% Exchangeable
Senior Debentures due 2048, Liberty’s 2.75% Exchangeable Senior Debentures due 2049, Liberty’s 0.5% Exchangeable
Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose subsidiaries of
Liberty. The Liberty SiriusXM Group retains intergroup interests in the Braves Group and the Formula One Group as of
December 31, 2020. As of December 31, 2020, the Liberty SiriusXM Group has cash and cash equivalents of
approximately $996 million, which includes $71 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, which, as of December 31, 2020, include 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 Liberty SiriusXM Group and the Formula One Group retain intergroup interests in
the Braves Group as of December 31, 2020. As of December 31, 2020, the Braves Group has cash and cash equivalents of
approximately $151 million, which includes $73 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, as of December 31, 2020, 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 interest in Formula 1, cash, an intergroup interest in the Braves Group, Liberty’s 1%
Cash Convertible Notes due 2023 and Liberty’s 2.25% Exchangeable Senior Debentures due 2046. As of December 31,
2020, the Formula One Group has cash and cash equivalents of approximately $1,684 million, which includes $265 million
of subsidiary cash.
The number of notional shares representing the intergroup interest in the Braves Group held by the Formula One
Group is 6,792,903, representing an 11.1% intergroup interest at December 31, 2020. The number of notional shares
representing the intergroup interest in the Braves Group held by the Liberty SiriusXM Group is 2,292,037, representing a
3.7% intergroup interest at December 31, 2020. The number of notional shares representing the intergroup interest in the
Formula One Group held by the Liberty SiriusXM Group is 5,271,475, representing a 2.2% intergroup interest at
December 31, 2020. The intergroup interests represent quasi-equity interests which are not represented by outstanding shares
of common stock; rather, the Formula One Group and Liberty SiriusXM Group have attributed interests in the Braves Group,
which are generally stated in terms of a number of shares of Liberty Braves common stock, and the Liberty SiriusXM
Group also has an attributed interest in the Formula One Group, which is generally stated in terms of a number of shares
F-46
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
of Liberty Formula One common stock. The intergroup interests may be settled, at the discretion of the board of directors
of the Company (the “Board of Directors”), through the transfer of newly issued shares of Liberty Braves common stock
and Liberty Formula One common stock, respectively, cash and/or other assets to the respective tracking stock group.
Accordingly, the Braves Group intergroup interests attributable to the Formula One Group and the Liberty SiriusXM Group
are presented as assets of the Formula One Group and Liberty SiriusXM Group, respectively, and are presented as liabilities
of the Braves Group. Similarly, the Formula One Group intergroup interest attributable to the Liberty SiriusXM Group is
presented as an asset of the Liberty SiriusXM Group and is presented as a liability of the Formula One Group. The
offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interests will remain
outstanding until the redemption of the outstanding interests, at the discretion of the Board of Directors, through a transfer
of securities, cash and/or other assets from the Braves Group or Formula One Group to the respective tracking stock group.
On April 22, 2020, the Company’s board of directors authorized management of the Company to cause
subscription rights (the “Series C Liberty SiriusXM Rights”) to purchase shares of Series C Liberty SiriusXM common
stock, par value $0.01 per share (“LSXMK”), in a rights offering (the “LSXMK rights offering”) to be distributed to
holders of Series A Liberty SiriusXM common stock, par value $0.01 per share, Series B Liberty SiriusXM common stock,
par value $0.01 per share, and LSXMK. In the LSXMK rights offering, Liberty distributed 0.0939 of a Series C Liberty
SiriusXM Right for each share of Series A, Series B or Series C Liberty SiriusXM common stock held as of 5:00 p.m.,
New York City time, on May 13, 2020. Fractional Series C Liberty SiriusXM Rights were rounded up to the nearest whole
right. Each whole Series C Liberty SiriusXM Right entitled the holder to purchase, pursuant to the basic subscription
privilege, one share of LSXMK at a subscription price of $25.47, which was equal to an approximate 20% discount to the
volume weighted average trading price of LSXMK for the 3 - day trading period ending on and including May 8, 2020. Each
Series C Liberty SiriusXM Right also entitled the holder to subscribe for additional shares of LSXMK that were
unsubscribed for in the LSXMK rights offering pursuant to an oversubscription privilege. The LSXMK rights offering
commenced on May 18, 2020, which was also the ex-dividend date for the distribution of the Series C Liberty SiriusXM
Rights. The LSXMK rights offering expired at 5:00 p.m. New York City time, on June 5, 2020 and was fully subscribed
with 29,594,089 shares of LSXMK issued to those rightsholders exercising basic and, if applicable, oversubscription
privileges. The proceeds from the LSXMK rights offering, which aggregated approximately $754 million, were used to
repay the outstanding balance on the Intergroup Loan and accrued interest.
See page F-103 of this Annual Report for unaudited attributed financial information for Liberty’s tracking stock
groups.
(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
$17 million and $18 million at December 31, 2020 and 2019, respectively. Activity in the year ended December 31, 2020
included an increase of $61 million of bad debt charged to expense and $62 million of write-offs. 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.
F-47
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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 equity
securities aggregated $266 million and $353 million as of December 31, 2020 and 2019, 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
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
F-48
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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, 2020 December 31, 2019
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
$
$
139
836
748
1,709
585
4,017
138
783
630
1,694
535
3,780
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, 2020, 2019
and 2018 was $268 million, $271 million and $251 million, respectively.
Sirius XM Holdings capitalizes a portion of the interest on funds borrowed to finance the construction and launch
of its satellites. Capitalized interest 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, 2020 and 2019 were approximately $19 million and
$17 million, respectively.
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.
F-49
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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.
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.
F-50
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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”).
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.
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, 2020 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 $184 million and $349 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, 2020, 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 $2,121 million in 2021, $1,853
million in 2022, $4,039 million in 2023 through 2028, and $384 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-51
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Sirius XM Holdings
The following table disaggregates Sirius XM Holdings’ revenue by source:
Subscriber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,372
1,340
Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173
155
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,040
2020
2018
Years ended December 31,
2019
in millions
6,120
1,336
173
165
7,794
5,264
188
155
164
5,771
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
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.
Advertising revenue. Sirius XM Holdings recognizes revenue from the sale of advertising as performance
obligations are satisfied, which generally occurs as the ads are delivered. For Sirius XM Holdings’ satellite radio service,
ads are delivered when they are aired. For streaming services, ads are delivered primarily based on impressions. 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
F-52
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 964
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
Total Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,145
Years ended December 31,
2019
2018
2020
in millions
1,664
358
2,022
1,487
340
1,827
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 are capitalized and amortized over the life of the contract.
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.
F-53
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Braves Holdings
The following table disaggregates Braves Holdings’ revenue by source:
Baseball . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 142
Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Total Braves Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 178
Years ended December 31,
2019 2018
2020
in millions
438
38
476
404
38
442
Braves Holdings is required to estimate the entire transaction price of its 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.
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”)
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. Revenue share on self-pay revenue is recognized as an expense
and recorded in revenue share and royalties in our consolidated statements of operations. Sirius XM Holdings also pays
revenue share to certain talent on non-music stations on its satellite radio service and to podcast talent based on advertising
revenue for the related channel or podcast. Revenue share on non-music channels and podcasts is recognized in Revenue
F-54
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
share and royalties when it is earned. In some cases, Sirius XM Holdings prepays minimum guarantees for revenue share
to podcast talent which is recorded in other current assets in the consolidated balance sheets. The minimum guarantee is
recognized in revenue share and royalties primarily on a straight line basis over the contractual term. The prepaid balance
is regularly reviewed for recoverability and any amount not deemed to be recoverable is recognized as an expense in the
period.
Royalties
In connection with its businesses, Sirius XM Holdings must enter into royalty arrangements with two sets of
rights holders: holders of musical compositions copyrights (that is, the music and lyrics) and holders of sound recordings
copyrights (that is, the actual recording of a work). The Sirius XM and Pandora businesses use both statutory and direct
music licenses as part of their businesses. Sirius XM Holdings licenses varying rights - such as performance and
mechanical rights - for use in its Sirius XM and Pandora businesses based on the various radio and interactive services
they offer. The music rights licensing arrangements for the Sirius XM and Pandora businesses are complex.
Sirius XM Holdings pays performance royalties for its Sirius XM and Pandora businesses to holders and rights
administrators of musical compositions copyrights, including performing rights organizations and other copyright owners.
These performance royalties are based on agreements with performing rights organizations which represent the holders of
these performance rights. The Sirius XM and Pandora businesses have arrangements with these performance rights
organizations. Arrangements with Sirius XM generally include fixed payments during the term of the agreement and
arrangements with Pandora for its ad-supported radio service have variable payments based on usage and ownership of a
royalty pool. Pandora must also license reproduction rights, which are also referred to as mechanical rights, to offer the
interactive features of the Pandora services. For Pandora subscription services, copyright holders receive payments for
these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the United States
Copyright Act (the “Copyright Act”). These mechanical royalties are calculated as the greater of a percentage of Sirius
XM Holdings’ revenue or a percentage of its payments to record labels. For interactive music services offered by Pandora,
Sirius XM Holdings pays mechanical royalties to copyright holders at the rates determined by the Copyright Royalty Board
(the “CRB”) in accordance with the statutory license set forth in Section 115 of the Copyright Act.
For Sirius XM Holdings’ non-interactive satellite radio or streaming services, it may license sound recordings
under direct licenses with the owners of sound recordings or based on the royalty rate established by the CRB. For Sirius
XM, the royalty rate for sound recordings has been set by the CRB. The revenue subject to royalty includes subscription
revenue from Sirius XM Holdings’ U.S. satellite digital audio radio subscribers, and advertising revenue from channels
other than those channels that make only incidental performances of sound recordings. The rates and terms permit Sirius
XM to reduce the payment due each month for those sound recording directly licensed from copyright owners and exclude
from its revenue certain other items, such as royalties paid to Sirius XM for intellectual property, sales and use taxes, bad
debt expense and generally revenue attributable to areas of Sirius XM’s business that do not involve the use of copyrighted
sound recordings.
Pandora has entered into direct license agreements with major and independent music labels and distributors for
a significant majority of the sound recordings that stream on the Pandora ad-supported service, Pandora Plus and Pandora
Premium. For sound recordings that Pandora streams and for which it has not entered into a direct license agreement with
the sound recording rights holders, the sound recordings are streamed pursuant to the statutory royalty rates set by the
CRB. Pandora pays royalties to owners of sound recordings on either a per-performance fee based on the number of sound
recordings transmitted or a percentage of revenue associated with the applicable service. Certain of these agreements also
require Pandora to pay a per subscriber minimum amount.
F-55
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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
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 which 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’ automotive 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 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).
F-56
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Included in the accompanying consolidated statements of operations are the following amounts of stock-based
compensation:
Years ended December 31,
2018
2019
2020
Cost of services:
Programming and content . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer service and billing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
amounts in millions
$
32
6
6
43
174
$ 261
30
4
9
49
199
291
28
4
5
17
138
192
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
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.
F-57
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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. Diluted EPS presents the dilutive effect on a per
share basis of potential common shares as if they had been converted at the beginning of the periods presented, including
any necessary adjustments to earnings (loss) attributable to shareholders.
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 the years ended December 31, 2020, 2019 and 2018 are 25 million,
22 million and 22 million potentially dilutive shares of Liberty SiriusXM common stock, respectively, because their
inclusion would be antidilutive.
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted WASO (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years ended December 31,
2020 (a)(b) 2019 (b) 2018 (b)
number of shares in millions
334
2
336
329
4
333
342
4
346
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses
attributable to the Liberty SiriusXM Group are reported since the result would be antidilutive.
(b) As discussed in note 2, Liberty distributed subscription rights to holders of Liberty SiriusXM common stock, which
were priced at a discount to the market value, to acquire additional shares of Series C Liberty SiriusXM common
stock. The LSXMK rights offering, because of the discount, is considered a stock dividend and has been reflected
retroactively in prior periods for the weighted average shares outstanding.
(c) As discussed in note 2, the Formula One Group’s intergroup interest in the Liberty SiriusXM Group was eliminated
on April 22, 2020 in conjunction with the reattribution. The number of notional Liberty Sirius XM shares representing
the intergroup interest held by the Formula One Group was 1,945,491 immediately prior to the reattribution. The
intergroup interest was a quasi-equity interest which was not represented by outstanding shares of common stock;
rather, the Formula One Group had an attributed value in the Liberty SiriusXM Group which was 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 were marked to fair
value. As the notional shares underlying the intergroup interest were not represented by outstanding shares of common
stock, such shares had not been officially designated Series A, B or C Liberty SiriusXM common stock. However,
Liberty assumed that the notional shares would have been 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 was
used for the quarterly mark-to-market adjustment through the unaudited attributed consolidated statements of
operations. The notional shares representing the intergroup interest had no impact on the basic earnings per share
weighted average number of shares outstanding. However, in periods where the Liberty SiriusXM Group had net
earnings, the notional shares representing the intergroup interest were included in the diluted earnings per share WASO
as if the shares had been issued and outstanding during the period. An adjustment was also made to the numerator in
F-58
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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:
Years ended December 31,
2020
2019 2018
Basic earnings (loss) attributable to Liberty SiriusXM shareholders . . . . . . $ (747)
(35)
Diluted earnings (loss) attributable to Liberty SiriusXM shareholders . . . . $ (782)
Unrealized (gain) loss on the intergroup interest . . . . . . . . . . . . . . . . . . . . .
amounts in millions
494
—
494
676
NA
676
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, 2020, 2019 and 2018 are 5 million, 3 million
and 2 million potentially dilutive shares of Liberty Braves common stock, respectively, because their inclusion would be
antidilutive.
Years ended December 31,
2020 (a) 2019 (a) 2018
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted WASO (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
number of shares in millions
51
10
61
51
9
60
51
10
61
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses
attributable to the Braves Group 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. A portion of this intergroup interest was reattributed to the Liberty SiriusXM Group on April 22,
2020. The number of notional shares representing the intergroup interest in the Braves Group held by the Formula
One Group is 6,792,903 and the number of notional shares representing the intergroup interest in the Braves Group
held by the Liberty SiriusXM Group is 2,292,037 as of December 31, 2020.
The intergroup interests are quasi-equity interests which are not represented by outstanding shares of common stock;
rather, the Formula One Group and the Liberty SiriusXM Group have attributed values in the Braves Group which are
generally stated in terms of a number of shares of stock issuable to the Formula One Group and the Liberty SiriusXM
Group with respect to their interests in the Braves Group. Each reporting period, the notional shares representing the
intergroup interests are marked to fair value. 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. However, Liberty has assumed that the notional shares (if and when issued) related to
the Formula One Group interest in the Braves Group would be comprised of Series C Liberty Braves common stock
in order to not dilute voting percentages and the notional shares (if and when issued) related to the Liberty SiriusXM
Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock since Series A
Liberty Braves common stock underlie the Convertible Notes. Therefore, the market prices of Series C Liberty Braves
F-59
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
and Series A Liberty Braves common stock are used for the quarterly mark-to-market adjustment for the intergroup
interests held by Formula One Group and Liberty SiriusXM Group, respectively, through the unaudited attributed
consolidated statements of operations. The notional shares representing the intergroup interests have no impact on the
basic WASO. However, the notional shares representing the intergroup interests are included in the diluted WASO as
if the shares had been issued and outstanding during the period. An adjustment was also made to the numerator in the
diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interests to
fair value during the period as follows:
Years ended December 31,
2019 2018
2020
Basic earnings (loss) attributable to Liberty Braves shareholders . . . . . . . . . $ (78)
(42)
Diluted earnings (loss) attributable to Liberty Braves shareholders . . . . . . . . $ (120)
Unrealized (gain) loss on the intergroup interest . . . . . . . . . . . . . . . . . . . . .
amounts in millions
(77)
42
(35)
5
24
29
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, 2020, 2019 and 2018 are 7 million, 6 million
and 8 million potentially dilutive shares of Liberty Formula One common stock, respectively, because their inclusion
would be antidilutive.
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted WASO (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years ended December 31,
2020 (a) 2019 (a) 2018 (a)
number of shares in millions
231
231
1
2
232
233
232
6
238
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses
attributable to the Formula One Group are reported since the result would be antidilutive.
(b) As discussed in note 2, the number of notional Formula One shares representing the Liberty SiriusXM Group’s
intergroup interest in the Formula One Group is 5,271,475 shares as of December 31, 2020. The intergroup interest is
a quasi-equity interest which is not represented by outstanding shares of common stock; rather, the Liberty SiriusXM
Group has an attributed value in the Formula One Group which is generally stated in terms of a number of shares of
stock issuable to the Liberty SiriusXM Group with respect to its interest in the Formula One 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 Formula One common stock. However, Liberty has assumed that
the notional shares (if and when issued) would be comprised of Series A Liberty Formula One common stock since
Series A Formula One common stock underlie the Convertible Notes. Therefore, the market price of Series A Liberty
Formula One 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 WASO. However, the notional shares representing the intergroup interest are included in the diluted WASO as
F-60
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
if the shares had been issued and outstanding during the period. An adjustment was 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:
Years ended December 31,
2018
2019
2020
Basic earnings (loss) attributable to Liberty Formula One shareholders . . . $ (596)
75
Diluted earnings (loss) attributable to Liberty Formula One shareholders . . . $ (521)
Unrealized (gain) loss on the intergroup interest . . . . . . . . . . . . . . . . . . . .
amounts in millions
(311)
NA
(311)
(150)
NA
(150)
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.
In December 2019, Chinese officials reported a novel coronavirus outbreak (“COVID - 19”). COVID - 19 has since
spread internationally. On March 11, 2020, the World Health Organization assessed COVID - 19 as a global pandemic,
causing many countries throughout the world to take aggressive actions, including imposing travel restrictions and stay-
at-home orders, closing public attractions and restaurants, and mandating social distancing practices. As a result, the start
of the 2020 Formula 1 race calendar and the Major League Baseball season were delayed until the beginning of July 2020
and end of July 2020, respectively. In addition, in mid-March 2020, Live Nation suspended all large-scale live
entertainment events due to COVID - 19.
We are not presently aware of any events or circumstances arising from the COVID - 19 pandemic that would
require us to update our estimates or judgments or revise the carrying value or classification of our assets or liabilities.
Our estimates may change, however, as new events occur and additional information is obtained, any such changes will
be recognized in the financial statements. Actual results could differ from estimates, and any such differences may be
material to our financial statements.
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-61
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
(4) Supplemental Disclosures to Consolidated Statements of Cash Flows
Years ended December 31,
2018
2019
2020
amounts in millions
Cash paid for acquisitions:
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
235
50
(46)
(1)
—
Cash paid (received) for acquisitions, net of cash acquired . . . . . . . . . . $ 300
90
1,884
800
(772)
102
(2,417)
(313)
—
3
2
(3)
—
—
2
Stock repurchased by subsidiary not yet settled . . . . . . . . . . . . . . . . . . . . . . $ (19)
—
—
Cash paid for interest, net of amounts capitalized . . . . . . . . . . . . . . . . . . . . $ 576
585
586
Cash paid (received) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
48
40
(26)
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,831 1,222
57
Restricted cash included in other current assets . . . . . . . . . . . . . . . . . . . . . .
27
Restricted cash included in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,306
16
30
Total cash, cash equivalents and restricted cash at end of period . . . . . . . $ 2,877
358
70
24
452
Years ended December 31,
2018
2019
2020
amounts in millions
(5) Acquisitions and Restructurings
Sirius XM Holdings acquisition of Stitcher
On October 16, 2020, Sirius XM Holdings acquired certain assets and liabilities of Stitcher, a leader in podcast
production, distribution, and ad sales, from The E.W. Scripps Company and certain of its subsidiaries (“Scripps”) for $272
million in cash, which includes a working capital adjustment. The agreement provides that Sirius XM Holdings will
potentially make up to $60 million in additional contingent payments to Scripps based on Stitcher achieving certain
financial metrics in 2020 and 2021. The total purchase consideration of $296 million includes $30 million related to the
acquisition date fair value of the contingent consideration, partially offset by working capital adjustments of $6 million.
The fair value of the contingent consideration was determined using a probability-weighted cash flow model and will be
remeasured to fair value at each subsequent reporting period. Stitcher is included in the Pandora reporting unit. In
connection with the acquisition, Sirius XM Holdings recognized goodwill of $218 million and intangible assets subject to
amortization of $38 million. The goodwill of Stitcher is deductible for tax purposes as it was an asset acquisition.
F-62
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Sirius XM Holdings recognized $4 million of costs related to the acquisition of Stitcher during the year ended
December 31, 2020. The acquisition of Stitcher was financed through borrowings under Sirius XM Holdings’ Senior
Secured Revolving Credit Facility.
Sirius XM Holdings acquisition of Simplecast
On June 16, 2020, Sirius XM Holdings acquired Simplecast for $28 million in cash. Simplecast is a podcast
management and analytics platform. Simplecast complements AdsWizz’s advertising technology platform, allowing Sirius
XM Holdings to offer podcasters a simple solution for management, hosting, analytics and advertising sales, and is
included in the Pandora reporting unit. In connection with the acquisition, Sirius XM Holdings recognized goodwill of $17
million, intangible assets subject to amortization of $12 million, other assets of less than $1 million and deferred income
tax liabilities of $1 million. The goodwill of Simplecast is not deductible for tax purposes. Sirius XM Holdings recognized
less than $1 million of costs related to the acquisition of Simplecast during the year ended December 31, 2020.
Sirius XM Holdings restructuring of Automatic Labs
In May 2020, Sirius XM Holdings terminated the Automatic Labs Inc. ("Automatic") service, which was part of
its connected services business. During the year ended December 31, 2020, Sirius XM Holdings recorded $24 million of
restructuring expenses related to the termination of the service. The termination of the Automatic service does not meet
the requirements to be reported as a discontinued operation because the termination of the service does not represent a
strategic shift that will have a major effect on our operations and financial results.
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.
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 . . . . . . . . . . . . . . . . . . . . .
70
524
Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,879
272
1.44
392
5.83
2,285
F-63
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
The final acquisition price allocation for Pandora is as follows (in millions):
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 313
Trade and other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
353
109
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,553
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
331
Intangible assets subject to amortization, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
800
213
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(324)
Current portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(151)
(37)
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(28)
Long-term debt (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(218)
(76)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 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. See note 8 for disclosures regarding the impairment of a portion of Pandora’s
goodwill during the year ended December 31, 2020. 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.
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.
F-64
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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
amounts in millions
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,419
371
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
123
Net earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . . . . . . . $
9,617
533
294
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.
(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, 2020
Description
Total
Quoted prices
in active markets
for identical assets
(Level 1)
Significant other
observable
inputs
(Level 2)
Total
amounts in millions
December 31, 2019
Quoted prices
Significant other
in active markets
for identical assets
(Level 1)
observable
inputs
(Level 2)
Cash equivalents . . . . . . . . . $ 2,586
Debt and equity securities . . $ 266
Financial instrument assets . $ 424
Debt . . . . . . . . . . . . . . . . . . . $ 4,545
Financial instrument
liabilities . . . . . . . . . . . . . . . . $ 106
2,586
181
84
—
—
85
340
4,545
992
353
532
3,678
992
242
63
—
—
111
469
3,678
—
106
53
—
53
The majority of Liberty’s Level 2 financial instruments are debt related instruments and derivative instruments.
These assets and liabilities are not always traded publicly or not considered to be traded on “active markets,” as defined in
GAAP. The fair values for such instruments are derived from a typical model using observable market data as the
significant inputs or a trading price of a similar asset or liability is utilized. 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
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.
F-65
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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,
2020
2019
2018
Debt and equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt measured at fair value (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of bond hedges (b) . . . . . . . . . . . . . . . . . . . . . . . . .
Other derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(74)
(114)
(127)
(87)
$ (402)
110
(584)
215
(56)
(315)
2
130
(94)
2
40
(a) The Company elected to account for its exchangeable senior debentures and cash convertible notes using the fair value
option. Changes in the fair value of the exchangeable senior debentures and cash convertible notes recognized in the
consolidated statements of operations are primarily due to market factors primarily driven by changes in the fair value
of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain
(loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive
earnings (loss). The change in the fair value of the exchangeable senior debentures and cash convertible notes
attributable to changes in the instrument specific credit risk was a gain of $148 million, loss of $16 million and gain
of $41 million for the years ended December 31, 2020, 2019 and 2018, respectively, and the cumulative change was
a gain of $175 million as of December 31, 2020.
(b) Contemporaneously with the issuance of the Convertible Notes, 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-66
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
(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, 2020, and the carrying amount at December 31, 2019:
December 31, 2020
December 31, 2019
Percentage Fair Value
(Level 1)
ownership
Carrying
amount
Carrying
amount
dollar amounts in millions
Liberty SiriusXM Group
Live Nation (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . .
33% $
70%
5,118 $
NA
Braves Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . .
NA
NA
Formula One Group
Live Nation (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . .
various
NA
$
163
643
80
886
94
94
NA
38
38
1,018
NA
636
8
644
99
99
746
136
882
1,625
(a) Liberty’s interest in Live Nation was reattributed from the Formula One Group to the Liberty SiriusXM Group
effective April 22, 2020. See note 9 for details regarding the number and fair value of shares pledged as collateral
pursuant to the Live Nation Margin Loan as of December 31, 2020.
F-67
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
The following table presents the Company’s share of earnings (losses) of affiliates:
Liberty SiriusXM Group
Years ended December 31,
2019 2018
2020
amounts in millions
Live Nation (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (465) NA NA
(1)
Sirius XM Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10)
(11)
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
(24)
(484)
(3)
(21)
(24)
Braves Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
6
18
18
12
12
Formula One Group
Live Nation (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(112)
4
(108)
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (586)
4
8
12
6
3
14
17
18
(a) Liberty’s interest in Live Nation was reattributed from the Formula One Group to the Liberty SiriusXM Group
effective April 22, 2020.
Sirius XM Canada
As of December 31, 2020, Sirius XM Holdings holds a 70% equity interest and 33% voting interest in Sirius XM
Canada Holdings, Inc. (“Sirius XM Canada”). 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.
Sirius XM Holdings has a loan to Sirius XM Canada in the aggregate amount of $123 million as of December 31,
2020. 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 $20 million and $22 million in related party current assets as of
December 31, 2020 and 2019, respectively. At December 31, 2019, Sirius XM Holdings had approximately $4 million in
related party liabilities, which are recorded in other current liabilities in the consolidated balance sheet. Sirius XM Holdings
recorded approximately $97 million, $98 million and $97 million in revenue for the years ended December 31, 2020, 2019
and 2018, respectively, associated with these various agreements. Sirius XM Canada paid dividends to Sirius XM Holdings
of $2 million during each of the years ended December 31, 2020, 2019 and 2018.
F-68
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
SoundCloud
In February 2020, Sirius XM Holdings completed a $75 million investment in Series G Membership Units of
SoundCloud Holdings, LLC (“SoundCloud”). The Series G Units are convertible at the option of the holders at any time
into shares of ordinary membership units of SoundCloud at a ratio of one ordinary membership unit for each Series G Unit.
The investment in SoundCloud 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 SoundCloud's economic performance.
In addition to Sirius XM Holdings’ investment in SoundCloud, Pandora has an agreement with SoundCloud to
be its exclusive U.S. ad sales representative. Through this arrangement, Pandora offers advertisers the ability to execute
campaigns in the U.S. across the Pandora and SoundCloud listening platforms. Sirius XM Holdings recorded revenue share
expense related to this agreement of $55 million and $40 million during years ended December 31, 2020, and 2019,
respectively. Sirius XM Holdings also had related party liabilities of $24 million as of December 31, 2020 related to this
agreement.
(8) Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill are as follows:
Acquisitions (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at January 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,250
1,553
15,803
235
(956)
Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,082
3,956
—
3,956
—
—
3,956
180
—
180
—
—
180
18,386
1,553
19,939
235
(956)
19,218
Sirius XM
Holdings Formula 1 Other Total
amounts in millions
(a) See note 5 for details regarding Sirius XM Holdings’ acquisition of Pandora.
(b) See note 5 for details regarding SiriusXM Holdings’ acquisitions of Simplecast and Stitcher.
Other Intangible Assets Not Subject to Amortization
Other intangible assets not subject to amortization, not separately disclosed, are trademarks ($1,242 million and
$1,262 million) at December 31, 2020 and 2019 and franchise rights owned by Braves Holdings ($143 million) as of
December 31, 2020 and 2019. 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 2026. 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-69
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Intangible Assets Subject to Amortization
Intangible assets subject to amortization are comprised of the following:
December 31, 2020
Gross
carrying
amount
Accumulated
amortization
Gross
Net
carrying
amount
amounts in millions
carrying
amount
December 31, 2019
Net
Accumulated
amortization
carrying
amount
FIA Agreement . . . . . . . . . . . . . . . . . . . . . . . $ 3,630
Customer relationships . . . . . . . . . . . . . . . . .
Licensing agreements . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,053
355
1,748
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,786
(742)
(1,389)
(221)
(1,056)
(3,408)
2,888
1,664
134
692
5,378
3,630
3,086
316
1,636
8,668
(543)
(1,123)
(185)
(877)
(2,728)
3,087
1,963
131
759
5,940
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 $815 million, $790 million and $654 million
for the years ended December 31, 2020, 2019 and 2018, respectively. Based on its amortizable intangible assets as of
December 31, 2020, Liberty expects that amortization expense will be as follows for the next five years (amounts in
millions):
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
767
726
581
398
345
Impairments
Due to an increase in projected costs related to royalty rates from streaming, increasing uncertainty surrounding
the projected demand for advertising and a decrease in listening hours, impairment losses of $956 million and $20 million
were recorded during the year ended December 31, 2020 related to Pandora’s goodwill and trademark, respectively. The
fair value of the Pandora reporting unit was determined using a combination of market multiples (market approach) and
discounted cash flow (income approach) calculations (Level 3). The discounted cash flow model relies on making
assumptions, such as the extent of the economic downturn related to the COVID - 19 pandemic, the expected timing of
recovery, expected growth in profitability and discount rate. Additionally, assumptions related to guideline company
financial multiples used in the market approach decreased based on current market observations. As of December 31, 2020,
accumulated goodwill impairment losses for Liberty totaled $956 million.
F-70
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
(9) Debt
Debt is summarized as follows:
Outstanding
Principal
December 31, 2020
Carrying value
December 31, December 31,
2020
2019
Liberty SiriusXM Group
Corporate level notes and loans:
1.375% Cash Convertible Notes due 2023 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.125% Exchangeable Senior Debentures due 2048 (1) . . . . . . . . . . . . . . . . . . . . .
2.25% Exchangeable Senior Debentures due 2048 (1) . . . . . . . . . . . . . . . . . . . . . .
2.75% Exchangeable Senior Debentures due 2049 (1) . . . . . . . . . . . . . . . . . . . . . .
0.5% Exchangeable Senior Debentures due 2050 (1) . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Holdings Margin Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Live Nation Margin Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary notes and loans:
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 4.125% Senior Notes due 2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pandora 1.75% Convertible Senior Notes due 2020 . . . . . . . . . . . . . . . . . . . . . . . .
Pandora 1.75% Convertible Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Senior Secured Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . .
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:
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:
amounts in millions
1,000
400
385
604
920
750
—
1,000
—
1,500
—
1,000
1,500
1,250
1,500
—
193
649
12,651
674
674
NA
450
203
NA
NA
74
1,251
418
475
628
982
750
—
997
—
1,488
—
993
1,490
1,237
1,484
—
170
649
(12)
13,000
674
(4)
670
NA
582
209
NA
NA
74
Senior Loan Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less debt classified as current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,902
3,629
16,954
$
2,904
(10)
3,759
17,429
(743)
16,686
(1) Measured at fair value
NA
423
NA
632
NA
350
NA
995
498
1,485
993
992
1,488
1,236
—
1
163
—
(11)
9,245
559
(5)
554
1,322
585
257
459
130
32
2,907
(15)
5,677
15,476
(60)
15,416
F-71
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
1.375% Cash Convertible Senior Notes due 2023
On October 17, 2013 Liberty issued $1 billion aggregate principal amount of 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 conversions
of the Convertible Notes will be settled solely in cash, and not through the delivery of any securities.
Since the date of issuance, the conversion adjustment and other provisions of the indenture have been amended
to give effect to certain transactions. The consideration due upon conversion of any Convertible Note shall be determined
based on the Securities Basket, consisting of 0.1087 of a share of Series A Liberty Braves common stock, 1.0163 shares
of Series A Liberty SiriusXM common stock and 0.25 of a share of Series A Liberty Formula One common stock as of
December 31, 2020.
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. See note 6 for information related to unrealized gains
(losses) on debt measured at fair value. As of December 31, 2020, 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 a bond hedge
transaction (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 components of the Securities Basket, 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 the components of the Securities Basket. As of
December 31, 2020, the Bond Hedge Transaction covered, in the aggregate, 5,271,475 shares of Series A Liberty Formula
One common stock, 21,429,600 shares of Series A Liberty SiriusXM common stock and 2,292,037 shares of Series A
Liberty Braves common stock, subject to anti-dilution adjustments pertaining to the Convertible Notes, which is equal to
the aggregate number of shares comprising the Securities Basket underlying the Convertible Notes. As of December 31,
2020, the basket price of the securities underlying the Bond Hedge Transaction was $56.09 per share. The bond hedge
expires on October 15, 2023 and is included in other assets as of December 31, 2020 and 2019 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.
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 underlying shares of
Convertible Notes and Bond Hedge Transaction, subject to anti-dilution adjustments. 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. As of December 31, 2020, the warrants covered, in the aggregate,
5,271,475 shares of Series A Liberty Formula One common stock, 21,429,600 shares of Series A Liberty SiriusXM
common stock and 2,292,037 shares of Series A Liberty Braves common stock, subject to anti-dilution adjustments. The
strike price of the warrants, based on the basket of shares, was $61.16 per share as of December 31, 2020. As of
December 31, 2020, the basket price of the securities underlying the warrants was $56.09 per share. The warrants 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.
The Convertible Notes, Bond Hedge Transaction and warrants were reattributed from the Formula One Group to
the Liberty SiriusXM Group effective April 22, 2020.
F-72
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
1% Cash Convertible Notes due 2023
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
debentures on October 5, 2021. Accordingly, the debentures are classified as a current liability in the consolidated balance
sheet as of December 31, 2020. 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. See note 6 for information related to unrealized gains
(losses) on debt measured at fair value.
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,
F-73
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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. See
note 6 for information related to unrealized gains (losses) on debt measured at fair value.
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. Accordingly, the debentures are classified as a current liability in the consolidated balance sheets
as of December 31, 2020. The redemption and purchase price will generally equal 100% of the adjusted principal amount
of the debentures plus accrued and unpaid interest. The debentures were reattributed from the Formula One Group to the
Liberty SiriusXM Group effective April 22, 2020. Liberty has elected to account for the debentures using the fair value
option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
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. See note 6 for information related to unrealized
gains (losses) on debt measured at fair value.
0.5% Exchangeable Senior Debentures due 2050
In November 2020, Liberty closed a private offering of approximately $920 million aggregate principal amount
of its 0.5% exchangeable senior debentures due 2050 (the “0.5% Exchangeable Senior Debentures due 2050”). Upon an
exchange of debentures, Liberty, at its option, may deliver Live Nation common stock, cash or a combination of Live
Nation common stock and/or cash. The number of shares of Live Nation common stock attributable to a debenture
represents an initial exchange price of approximately $90.10 per share. A total of approximately 10 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, 2021. The debentures may be redeemed by Liberty, in whole or in part,
on or after September 1, 2024. Holders of the debentures also have the right to require Liberty to purchase their debentures
F-74
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
on September 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. See note 6 for information related to unrealized gains (losses) on debt measured
at fair value.
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 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 and 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.
During March 2019, Siri MarginCo amended this margin loan agreement, extending the maturity to March 2021.
The $600 million delayed draw term loan was available until March 2020. 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.
In March 2020, Siri MarginCo amended this margin loan agreement, extending the maturity to March 2022. Other
terms of the agreement were substantially similar to the previous arrangement. Borrowings outstanding under this margin
loan bore interest at a rate of 2.30% per annum at December 31, 2020. As of December 31, 2020, availability under the
Sirius XM Holdings Margin Loan was $600 million. As of December 31, 2020, 1,000 million shares of the Company’s
Sirius XM Holdings common stock with a value of $6,370 million were pledged as collateral to the margin loan. The
F-75
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
margin loan contains various affirmative and negative covenants that restrict the activities of the borrower. The margin
loan does not include any financial covenants.
On February 24, 2021, Siri MarginCo borrowed $125 million pursuant to an amendment to this margin loan
agreement which includes an $875 million term loan and an $875 million revolving line of credit. Also pursuant to the
amendment, the maturity was extended to March 2024. The term loan and any drawn portion of the revolver will carry an
interest rate of LIBOR plus 2.00% with the undrawn portion carrying a fee of 0.50%. Other terms of the agreement were
substantially similar to the previous arrangement.
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 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. On December 12, 2017, the margin loan agreement was
amended, 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,
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 March 19, 2020, the Company repaid all amounts outstanding on the
margin loan. On March 27, 2020, the margin loan agreement was amended, reducing the borrowing capacity to $270
million. On November 9, 2020, the margin loan was amended, reducing the borrowing capacity to $200 million, increasing
the interest rate to LIBOR plus 2.0%, decreasing the undrawn commitment fee to 0.5% per annum and extending the
maturity date to December 9, 2022. Interest on the margin loan is payable on the last business day of each calendar quarter.
As of December 31, 2020, availability under the margin loan was $200 million. As of December 31, 2020, 9.0 million
shares of the Company’s Live Nation common stock with a value of $659 million were pledged as collateral to the loan.
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 (the “4.625% Senior Notes due
2023”). Interest on the notes was payable semi-annually in arrears on May 15 and November 15 of each year at an annual
rate of 4.625%. In July 2020, Sirius XM Holdings redeemed the $500 million aggregate principal amount of the 4.625%
Senior Notes due 2023 for $507 million.
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.
The 3.875% Notes and the 5.00% notes 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.
F-76
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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% Senior Notes due 2024”). Interest is payable semi-annually in arrears on January 15 and July 15 of each
year at an annual rate of 4.625%. The 4.625% Senior Notes due 2024 will mature on July 15, 2024 and 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 2025
In March 2015, Sirius XM Holdings issued $1.0 billion aggregate principal amount of 5.375% Senior Notes due
2025 (the “5.375% Senior Notes due 2025”). Interest was payable semi-annually in arrears on April 15 and October 15 at
an annual rate of 5.375%. In July 2020, Sirius XM Holdings redeemed the $1.0 billion aggregate principal amount of the
5.375% Senior Notes due 2025 for $1,039 million.
Sirius XM 5.375% Senior Notes due 2026
In May 2016, Sirius XM Holdings issued $1.0 billion aggregate principal amount of 5.375% Senior Notes due
July 2026 (the “5.375% Senior Notes due 2026”). Interest is payable semi-annually in arrears on January 15 and July 15
at an annual rate 5.375%. The 5.375% Senior Notes due 2026 will mature on July 15, 2026 and 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 an annual
rate of 5.50%. The 5.50% Notes will mature on July 1, 2029 and 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 4.125% Senior Notes due 2030
In June 2020, Sirius XM Holdings issued $1.5 billion aggregate principal amount of 4.125% Senior Notes due
2030 (the “4.125% Notes”). Interest is payable semi-annually in arrears on January 1 and July 1 of each year at an annual
rate of 4.125%. The 4.125% Notes will mature on July 1, 2030 and 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 Holdings used the net proceeds from the offering to redeem all of its 4.625% Senior Notes due
2023 and 5.375% Senior Notes Due 2025 in July 2020.
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. On December 1,
2020, the 1.75% Convertible Senior Notes due 2020 were redeemed at their stated maturity.
F-77
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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
(the “Pandora Notes due 2023”) as part of the Pandora acquisition. Sirius XM Holdings allocates the principal amount of
the Pandora Notes due 2023 between the liability and equity components. The value assigned to the debt components of
the Pandora 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 Pandora 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.
As of December 31, 2020, the conversion rate applicable to the Pandora Notes due 2023 was 151.9533 shares of Sirius
XM Holdings’ common stock per one thousand principal amount of the Pandora Notes due 2023 plus carryforward
adjustments not yet effected pursuant to the terms of the indenture governing the Pandora Notes due 2023.
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. 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, 2020 bore interest at a rate of 1.89% 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, 2020
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 $1,100 million as of December 31, 2020.
Braves Holdings Notes and Loans
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. Braves
Holdings’ debt, primarily related to the stadium and mixed-use complex, is summarized as follows:
Carrying value
As of December 31, 2020
December 31,
December 31,
Borrowing
Capacity
Weighted avg
interest rate
Maturity
Date
2020
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 . . . . . $
2019
amounts in millions
45
115
46
184
60
239
30
674
49
190
65
180
30
559
F-78
185
1.51%
various
NA
NA
NA
307
NA
1.77%
August 2021
3.77% September 2041
1.92% September 2029
3.38%
various
3.65% December 2030
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
In August 2020, Braves Holdings amended the terms of its $100 million operating credit facility, extending the
maturity to December 2022.
Formula 1 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,
which in combination with leverage reduction, resulted in an applicable interest rate of LIBOR plus 2.0% per annum prior
to June 30, 2020. The subsequent increase in leverage as a result of the impact of COVID - 19 on Formula 1 resulted in an
increase to the maximum level on the pricing grid, LIBOR plus 2.5% 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, 2020, there were no outstanding borrowings under the $500 million revolving
credit facility. The interest rate on the Senior Loan Facility was approximately 3.50% as of December 31, 2020. 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, 2020, 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.
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 coverage 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,
2020, the Company, Sirius XM Holdings, Formula 1 and Braves Holdings were in compliance with all debt covenants.
Pursuant to an amendment to the Senior Loan Facility on June 26, 2020, subject to compliance by Formula 1 with certain
financial conditions, the net leverage financial covenant does not apply until the quarter ended March 31, 2022. The
relevant conditions applicable to Formula 1 include the maintenance of minimum liquidity (comprised of unrestricted cash
and cash equivalent investments and available revolving credit facility commitments) of $200 million and certain
restrictions on dividends, other payments and the incurrence of additional debt. Formula 1 has the ability to recommence
the requirement to comply with the net leverage financial covenant prior to the quarter ended March 31, 2022, in which
case the relevant additional conditions will cease to apply. Pursuant to an amendment to Braves Holdings’ $85 million
F-79
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
credit facility on August 20, 2020, the fixed charge coverage ratio does not apply until the quarter ending March 31, 2022,
subject to certain conditions, including the maintenance of minimum liquidity thresholds throughout the waiver period and
certain other restrictions. Braves Holdings could recommence the requirement to comply with the fixed charge coverage
ratio beginning with the quarter ending December 31, 2021, in which case the relevant additional conditions will cease to
apply. In addition, on August 20, 2020, Braves Holdings amended the debt agreements related to its ballpark funding,
waiving the debt service coverage covenant until the quarter ending September 30, 2021, subject to certain conditions,
including the maintenance of a minimum liquidity threshold, the increase in debt service reserves and certain other
conditions. On January 29, 2021, Braves Holdings amended one of the debt agreements of the mixed-use loans, waiving
the debt yield ratio until the quarter ending June 30, 2021. Additionally, the calculation of the debt yield has been modified
from June 30, 2021 through the quarter ending December 31, 2021, subject to certain other conditions.
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 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Sirius XM 5.375% Senior Notes due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Sirius XM 5.0% Senior Notes due 2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Sirius XM 5.50% Senior Notes due 2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Sirius XM 4.125% Senior Notes due 2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Pandora 1.75% Senior Notes due 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,011
1,553
1,043
1,584
1,370
1,584
216
December 31,
2020
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, 2020.
Five Year Maturities
The annual principal maturities of outstanding debt obligations for each of the next five years is as follows
(amounts in millions):
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
69
1,872
2,461
4,460
117
(10) Leases
Effective January 1, 2019, the Company adopted Accounting Standards Codification Topic 842 (“ASC 842”) and
elected the transition method that allows for a cumulative-effect adjustment in the period of adoption. ASC 842 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. Results for reporting periods beginning after January 1, 2019 are presented under ASC 842, while
prior period amounts were not adjusted and continue to be reported under the accounting standards in effect for those
periods.
F-80
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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 ASC 842 was the recognition of right-of-use assets and lease liabilities for operating leases. 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 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 39 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 ASC 842 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.
The components of lease expense during the years ended December 31, 2020 and 2019 were as follows:
Years ended December 31,
2019
2020
amounts 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
35
6
41
93
(2)
132
37
6
43
89
(3)
129
Prior to the adoption of ASC 842, rental expense under lease agreements amounted to $64 million for the year
ended December 31, 2018.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020
2019
28.3
9.2
4.6%
5.2%
29.7
9.2
4.6%
5.2%
F-81
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Supplemental balance sheet information related to leases was as follows:
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1) Included in Other assets in the consolidated balance sheet
(2) Included in Other current liabilities in the consolidated balance sheet
(3) Included in Other liabilities in the consolidated balance sheet
Supplemental cash flow information related to leases was as follows:
December 31,
2020
2019
amounts in millions
465
54
453
507
477
(118)
359
6
116
122
510
53
495
548
473
(89)
384
4
119
123
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases . . . . . . . . . . . . . . . . . . . . . . . $
Financing cash flows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . $
87
6
Right-of-use assets obtained in exchange for lease obligations:
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8
79
8
83
Years ended December 31,
2020
amounts in millions
2019
F-82
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Future minimum payments under noncancelable operating leases and finance leases with initial terms of one year
or more at December 31, 2020 consisted of the following:
Finance leases Operating leases
amounts in millions
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: implied interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
11
11
9
9
9
153
202
80
122
78
80
75
66
66
272
637
130
507
(11) Income Taxes
Income tax benefit (expense) consists of:
Years ended December 31,
2019 2018
2020
amounts in millions
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
13
(62)
(2)
(51)
(1)
(24)
(21)
(46)
(14)
13
(8)
(9)
12 (139) (228)
(1)
(2)
(20)
63
39
84
95 (120) (167)
44 (166) (176)
The following table presents a summary of our domestic and foreign earnings (loss) before income taxes:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(969)
(466)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,435)
583 1,140
(70)
(99)
513 1,041
Years ended December 31,
2020
2019 2018
amounts in millions
F-83
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Expected income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income
tax rate of 21% for the years ended December 31, 2020, 2019 and 2018 as a result of the following:
Years ended December 31,
2019 2018
2020
amounts in millions
Computed expected tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 301
(42)
State and local income taxes, net of federal income taxes . . . . . . . . . . . . . .
Foreign income taxes, net of federal income taxes . . . . . . . . . . . . . . . . . . . .
20
(12)
Taxable dividends, net of dividends received deductions . . . . . . . . . . . . . . .
24
Federal tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance affecting tax expense . . . . . . . . . . . . . . . . . .
(69)
Change in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
—
Settlements with tax authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
(17)
Non-deductible executive compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of nondeductible goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(194)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11)
44
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(108)
(41)
26
(10)
26
(40)
(48)
—
71
(22)
—
(20)
(166)
(219)
18
22
(27)
30
(62)
1
43
38
(7)
—
(13)
(176)
For the year ended December 31, 2020, the significant reconciling items, as noted in the table above, are additional
tax expense related to an impairment loss on goodwill that is not deductible for tax purposes and an increase in the
Company’s valuation allowance, partially offset by tax benefits related to changes in the Company’s effective tax rate and
federal tax credits.
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.
F-84
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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,
2020
2019
amounts in millions
Deferred tax assets:
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,436 1,510
106
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
240
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other future deductible amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
1,971 2,006
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(293)
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(216)
1,678 1,790
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
217
55
25
107
24
Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
458
2,830 2,912
3,278 3,460
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,600 1,670
—
448
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, 2020, there was a $69 million increase in the Company’s valuation
allowance that affected tax expense and an $8 million increase that affected equity.
At December 31, 2020, the Company had a deferred tax asset of $1,436 million for federal, state and foreign net
operating losses (“NOLs”), interest expense carryforwards and tax credit carryforwards. Of this amount, $745 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 2040. The Company has $61 million
of federal NOLs, $97 million of federal interest expense carryforwards, $300 million of foreign NOLs and $214 million
of foreign interest expense carryforwards that may be carried forward indefinitely. The remaining $19 million of
carryforwards expire at certain future dates. These carryforwards are expected to be utilized in future periods, except for
$293 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-85
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
A reconciliation of unrecognized tax benefits is as follows:
December 31,
2020
2019
2018
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 405
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 . . . . . . . . . . . . . . . . . . . . . . . . .
(7)
20
14
—
—
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 432
amounts in millions
387
(13)
12
1
—
18
405
365
(27)
15
65
(31)
—
387
As of December 31, 2020, the Company had unrecognized tax benefits and uncertain tax positions of
$432 million. If such tax benefits were to be recognized for financial statement purposes, approximately $310 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, 2020 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, 2020, the Company’s tax years prior to 2017 are closed for federal income tax purposes, and
the IRS has completed its examination of the Company’s 2017 and 2018 tax years. The Company’s 2019 and 2020 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, 2020, the Company had less than $1 million dollars in accrued interest and penalties recorded
related to uncertain tax positions.
On February 1, 2021, the Company entered into a tax sharing agreement with Sirius XM Holdings governing the
allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The
tax sharing agreement was negotiated by the Company with a special committee of SiriusXM Holdings’ board of directors,
all of whom are independent of the Company, and approved by the executive committee of the Company’s board of
directors.
Under the Internal Revenue Code, two corporations may form a consolidated tax group, and file a consolidated
federal income tax return, if one corporation owns stock representing at least 80% of the voting power and value of the
outstanding capital stock of the other corporation. As of December 31, 2020, the Company beneficially owned, directly
and indirectly, approximately 76% of the outstanding shares of Sirius XM Holdings’ common stock. The Company
expects that it could beneficially own, directly and indirectly, over 80% of the outstanding shares of Sirius XM Holdings’
common stock at some time in 2021, and the Company and Sirius XM Holdings would then become members of the same
consolidated tax group. Should that happen, the tax sharing agreement would govern certain matters related to the resulting
consolidated federal income tax returns, as well as state and local returns filed on a consolidated or combined basis. The
tax sharing agreement contains provisions that the Company believes are customary for tax sharing agreements between
members of a consolidated group.
F-86
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
(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, 2020, 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. The Liberty Media common stock was
renamed the Liberty Formula One common stock on January 24, 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
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.
During the year ended December 31, 2020, the Company repurchased 4.0 million shares of Series A Liberty
SiriusXM common stock for aggregate cash consideration of $174 million and 3.8 million shares of Series C Liberty
SiriusXM common stock for aggregate cash consideration of $144 million under the authorized repurchase program. All
F-87
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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 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,
2020.
Dividends Declared by Subsidiary
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.
During the year ended December 31, 2020, Sirius XM Holdings declared a cash dividend each quarter, and paid
in cash an aggregate amount of $237 million, of which Liberty received $173 million. Sirius XM Holdings’ board of
directors expects to declare regular quarterly dividends, in an aggregate annual amount of $0.058564 per share of common
stock. On January 28, 2021, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock in
the amount of $0.014641 per share of common stock, payable on February 26, 2021 to stockholders of record at the close
of business on February 10, 2021.
(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 (paid in December 2019) and an 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 was entitled to receive term equity awards with an aggregate grant date fair value of $90 million (the
“Upfront Awards”) which were 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
F-88
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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 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 “2020 term awards”) that vest, in each case, on December 31, 2024 (except Liberty TripAdvisor’s award
of time-vested restricted stock units, which vests on December 7, 2024), subject to the CEO’s continued employment,
except under certain circumstances. Liberty’s portion of the 2020 term awards, granted in December 2020, had an
aggregate grant date fair value of $19,107,000 and consisted of stock options to purchase 665,140 LSXMK shares, 352,224
BATRK shares and 544,508 FWONK shares, with exercise prices of $42.13, $26.36 and $43.01, respectively.
Beginning in 2020, the CEO received 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 elected the
portions of his annual equity awards that he desired to be issued in the form of options, performance-based RSUs or a
combination of both. The annual equity awards were 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 were issued with respect to LSXMK,
BATRK and FWONK.
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
Liberty grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”),
restricted stock units (“RSUs”) and stock options to purchase shares of its common stock (collectively, "Awards"). The
F-89
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Company measures the cost of employee services received in exchange for an equity classified Award (such as stock
options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the
period during which the employee is required to provide service (usually the vesting period of the Award). The Company
measures the cost of employee services received in exchange for a liability classified Award based on the current fair value
of the Award, and remeasures the fair value of the Award at each reporting date.
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.
Liberty—Grants of Stock Options
Awards granted in 2020, 2019 and 2018 are summarized as follows:
2020
Years ended December 31,
2019
Options Weighted Options Weighted Options Weighted
granted average
granted average
granted average
(000's) GDFV
(000's) GDFV
(000's) GDFV
2018
372
Series C Liberty SiriusXM common stock, Liberty
employees and directors (1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty SiriusXM common stock, Liberty
CEO (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,053
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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,435
Series C Liberty Braves common stock, Liberty employees
and directors (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Braves common stock, Liberty CEO (2) . . .
Series C Liberty Braves common stock, Braves employees
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
489
305
791
$ 12.12
179
$ 11.62
33 $ 11.09
$ 11.03
1,419
$ 11.23
633 $ 11.56
$ 14.29
139
$ 12.70
21 $ 8.99
$ 12.42
815
$ 11.67
139 $ 8.80
$
7.55
2,005
$
9.79
1,888 $ 8.64
$
$
7.79
7.26
62
320
$
$
7.33
7.36
5 $ 7.14
46 $ 6.44
1,585 $
8.52
— $
—
— $
—
(1) Mainly vests between two and five years for employees and in one year for directors.
(2) Grants made in March 2020 cliff vested in December 2020, and grants made in December 2020 in connection with
the CEO’s new employment agreement cliff vest in December 2024. 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. See discussion in note 13 regarding the new compensation agreement with the
Company’s CEO. Grants in 2018 vested in December 2018.
(3) Vest monthly over one year.
(4) Vest 50% in each of December 2022 and December 2023.
In addition to the stock option grants to the Liberty CEO, and in connection with his employment agreement, the
Company granted time-based and performance-based RSUs. During the year ended December 31, 2020, the Company
granted 9 thousand, 7 thousand and 3 thousand time-based RSUs of Series C common stock of Liberty SiriusXM, Liberty
Formula One and Liberty Braves, respectively, to our CEO. The RSUs had a GDFV of $33.11, $24.68 and $18.17 per
F-90
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
share, respectively, and cliff vested on December 10, 2020. These RSU grants were issued in lieu of our CEO receiving
50% of his remaining base salary for the last three quarters of calendar year 2020, and he waived his right to receive the
other 50%, in each case, in light of the ongoing financial impact of COVID - 19. During the year ended December 31, 2019,
the Company 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 and 2018, the Company granted 60 thousand and 86 thousand performance-based RSUs, respectively, of Series C
Liberty Formula One common stock. Such RSUs had a GDFV of $33.94 per share and $31.99 per share, respectively.
During the years ended December 31, 2019 and 2018, the Company 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 and 2018 performance-based RSUs cliff vested 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 re-measured at each reporting period.
The Company did not grant any options to purchase shares of Series A or Series B Liberty SiriusXM, Liberty
Formula One or Liberty Braves common stock during the year ended December 31, 2020.
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 2020, 2019 and 2018, the range of expected terms was 5.3 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 2020, 2019
and 2018 grants.
2020 grants
Volatility
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.8 % - 37.2 %
2019 grants
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.8 % - 27.5 %
2018 grants
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23.5 % - 26.0 %
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.
F-91
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Liberty SiriusXM
Series C
Liberty
Awards (000's)
WAEP
Weighted
average
remaining
life
Aggregate
intrinsic
value
(in millions)
Outstanding at January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . .
9,817 $ 33.90
1,425 $ 41.26
(372) $ 31.10
—
10,870 $ 34.96
8,705 $ 32.62
— $
3.2 years $
2.4 years $
97
95
Liberty Formula One
Series C
Liberty
Awards (000's) WAEP
Weighted
average
remaining
life
Aggregate
intrinsic
value
(in millions)
Outstanding at January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . .
8,284 $ 31.16
2,531 $ 33.35
(424) $ 29.06
—
10,391 $ 31.78
8,113 $ 29.84
— $
4.5 years $
4.0 years $
114
104
Liberty Braves
Series C
Liberty
Awards (000's)
WAEP
Weighted
average
remaining
life
Aggregate
intrinsic
value
(in millions)
Outstanding at January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . .
1,267 $ 21.82
2,220 $ 26.48
(12) $ 17.10
— $
—
3,475 $ 24.81
1,012 $ 19.02
5.6 years $
2.7 years $
6
6
F-92
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Activity related to options to purchase Series A Liberty SiriusXM common stock, Liberty Formula One common
stock and Liberty Braves common stock was not material during 2020.
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 2020.
As of December 31, 2020, the total unrecognized compensation cost related to unvested Liberty Awards was
approximately $56 million. Such amount will be recognized in the Company’s consolidated statements of operations over
a weighted average period of approximately 2.0 years.
As of December 31, 2020, 10.9 million, 10.4 million and 3.5 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, 2020, 2019 and 2018
was $8 million, $163 million and $22 million, respectively.
Liberty—Restricted Stock and Restricted Stock Units
The Company had approximately 77 thousand, 76 thousand and 204 thousand unvested RSAs and RSUs 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, 2020. These Series A and Series C unvested RSAs and RSUs of
Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Braves common stock had a weighted
average GDFV of $35.81, $32.81 and $25.75 per share, respectively.
The aggregate fair value of all RSAs and RSUs of Liberty common stock that vested during the years ended
December 31, 2020, 2019 and 2018 was $45 million, $17 million and $9 million, respectively.
Sirius XM Holdings—Stock-based Compensation
During the years ended December 31, 2020, 2019 and 2018, 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 2020, 2019 and 2018
was 28%, 26% and 23%, respectively. During the year ended December 31, 2020, Sirius XM Holdings granted
approximately 11 million stock options with a weighted-average exercise price of $6.87 per share and a grant date fair
value of $1.46 per share. As of December 31, 2020, Sirius XM Holdings has approximately 184 million options
outstanding of which approximately 147 million are exercisable, each with a weighted-average exercise price per share of
$4.73 and $4.31, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $318 million
and $309 million, respectively. During the year ended December 31, 2020, Sirius XM Holdings granted approximately
37 million RSUs and PRSUs with a grant date fair value of $6.14 per share. The stock-based compensation related to Sirius
XM Holdings stock options and restricted stock awards was $223 million, $229 million and $133 million for the years
F-93
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
ended December 31, 2020, 2019, and 2018, respectively. In addition, the acquisition costs recognized by Sirius XM
Holdings during the year ended December 31, 2019 includes $21 million of stock-based compensation. As of
December 31, 2020, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options was
$385 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 2.6 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 $30 million,
$19 million and $20 million for each of the years ended December 31, 2020, 2019 and 2018, respectively.
(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:
Balance at January 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
holding
gains (losses)
on securities
Unrealized Foreign
currency
translation
adjustment Other
amounts in millions
(6)
(12)
(17)
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss) attributable to Liberty
stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(3)
—
(15)
3
(12)
(7)
(19)
(24)
—
(30)
13
(17)
10
(7)
22
2
7
(11)
(4)
108
104
F-94
AOCI
(35)
(5)
2
(38)
5
(33)
111
78
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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 (expense) Net-of-tax
benefit
amount
amount
amounts in millions
Year ended December 31, 2020:
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, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(9)
149
4
144
4
(17)
27
14
(4)
41
(56)
(19)
2
(32)
(1)
(31)
(1)
4
(6)
(3)
1
(9)
12
4
(7)
117
3
113
3
(13)
21
11
(3)
32
(44)
(15)
(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, 2020 aggregated $287 million, which is payable as follows: $128 million in 2021,
$43 million in 2022, $33 million in 2023, $28 million in 2024, $28 million in 2025 and $27 million thereafter. In addition
to the foregoing amounts, certain players, coaches and executives may earn incentive compensation under the terms of
their employment contracts.
F-95
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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: $709 million in 2021, $496 million in 2022,
$234 million in 2023, $163 million in 2024 and $121 million in 2025. 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: $127 million in 2021, $31 million in 2022, $23 million in 2023, $15 million in 2024 and $14 million in 2025.
SXM - 7 Satellite
Sirius XM Holdings has entered into agreements for the design, construction and launch of two additional
satellites, SXM - 7 and SXM - 8. On December 13, 2020, SXM - 7 was successfully launched. In-orbit testing of SXM - 7
began on January 4, 2021. During in-orbit testing of SXM - 7, events occurred which have caused failures of certain SXM - 7
payload units. An evaluation of SXM - 7 is underway. The full extent of the damage to SXM - 7 is not yet known.
Sirius XM Holdings does not expect its satellite radio service to be impacted by these adverse SXM - 7 events.
Sirius XM Holdings’ XM - 3 and XM - 4 satellites continue to operate and are expected to support its satellite radio service
for several years. In addition, the XM - 5 satellite remains available as an in-orbit spare. Construction of the SXM - 8 satellite
is underway and that satellite is expected to be launched into a geostationary orbit in 2021.
Sirius XM Holdings has procured insurance for SXM - 7 and SXM - 8 to cover the risks associated with each
satellite's launch and first year of in-orbit operation. The aggregate coverage under those insurance policies with respect
to SXM - 7 is $225 million. Sirius XM Holdings has notified the underwriters of these policies of a potential claim with
respect to SXM - 7. As of December 31, 2020, Sirius XM Holdings has $220 million capitalized in construction in progress
related to SXM - 7.
Potential Impact of COVID - 19
The business operations of Formula 1, the Atlanta Braves and Live Nation initially were largely, if not completely,
suspended at the outset of COVID - 19, and continue to be impacted. These businesses may be required to hold a smaller
number of events than originally planned or may not be able to reschedule previously canceled or postponed events. In
2020, the regular baseball season was comprised of 60 games and Formula 1 had 17 Events. In addition, these businesses
have been and may continue to be precluded from holding events with fans in attendance for an undetermined period of
time, thereby reducing revenue associated with fan attendance. It is also unclear whether and to what extent COVID - 19
concerns will impact the use of and/or demand for the entertainment, events and services provided by these businesses and
demand for sponsorship and advertising assets, even after the restrictions are lifted. In many cases, the impact of cancelled
events, closed venues and reduced attendance will substantially decrease our revenue. Due to these revenue reductions,
these businesses have looked to reduce expenses, but may not be able to reduce expenses to the same degree as our decline
in revenue, which is expected to adversely affect our results of operations and cash flow.
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
F-96
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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
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.
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.
F-97
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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
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.
In October 2020, the District Court denied Pandora’s renewed motion to dismiss the case under California’s anti-
SLAPP statute, finding the case no longer qualified for anti-SLAPP due to intervening changes in the law, and denied
Pandora’s renewed attempt to end the case. Alternatively, the District Court ruled that the preemption defense likely did
not apply to Flo & Eddie’s claims, in part because the District Court believed that the Music Modernization Act did not
apply retroactively. Pandora promptly appealed the District Court’s decision to the Ninth Circuit, and moved to stay
appellate briefing pending the appeal of a related case against Sirius XM. On January 13, 2021, the Ninth Circuit issued
an order granting the stay of appellate proceedings pending the resolution of a related case against Sirius XM.
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 light of the COVID - 19 pandemic, the multi-week hearing before the Copyright Royalty Judges originally
scheduled to begin in Washington, DC in March 2020, was postponed and conducted virtually via videoconference
between August 4 and September 9, 2020. Subsequent to the hearing, the parties submitted post-trial briefing and reply
F-98
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
briefing. Closing arguments were held in November 2020. The final rates proposed for the 2021 - 2025 period by Sirius
XM, Pandora, and the other webcaster participants are below the existing statutory rates. Specifically, Sirius XM and
Pandora proposed rates of $0.0011 per performance for nonsubscription commercial webcasters and $0.0016 per
performance for subscription commercial webcasters. SoundExchange proposed increasing the existing statutory rates to
$0.0028 per performance for nonsubscription commercial webcasters and $0.0031 per performance for commercial
subscription webcasters. Given the delay in the proceeding, the deadline for the CRB to deliver its initial rate determination
has been extended to April 15, 2021.
(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 (losses) represent 10% or more of the Company’s annual
pre-tax earnings (loss). The segment presentation for prior periods has been conformed to the current period segment
presentation.
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, churn 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, restructuring, acquisition and impairment charges that are included in the
measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to,
but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of
financial performance prepared in accordance with GAAP. The Company generally accounts for intersegment sales and
transfers as if the sales or transfers were to third parties, that is, at current prices.
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 and other content, as well as podcasts and infotainment services, in the United
States on a subscription fee basis. Sirius XM’s premier content bundles include live, curated and certain
exclusive and on demand programming. The Sirius XM service is distributed through its two proprietary
satellite radio systems and streamed 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
F-99
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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
compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship. The World
Championship takes place on various circuits with a varying number of events taking place in different
countries around the world each season. Formula 1 is responsible for the commercial exploitation and
development of the World Championship as well as various aspects of its management and administration.
The Company’s reportable segments are strategic business units that offer different products and services. They
are managed separately because each segment requires different technologies, differing revenue sources and marketing
strategies. The significant accounting policies of the segments that are also consolidated subsidiaries are the same as those
described in the Company’s summary of significant policies.
As of December 31, 2020, Live Nation met the Company’s reportable segment threshold for equity method
affiliates due to significant losses driven by COVID - 19. Although the Company owns less than 100% of the outstanding
shares of Live Nation, 100% of the Live Nation amount are included in the tables below and are subsequently eliminated
in order to reconcile the account totals to the Company’s consolidated financial statements. As disclosed in note 2, the
Company’s investment in Live Nation was reattributed from the Formula One Group to the Liberty SiriusXM Group
effective April 22, 2020. Live Nation’s revenue and Adjusted OIBDA are reflected with the Formula One Group prior to
the reattribution and with the Liberty SiriusXM Group following the reattribution.
Performance Measures
2020
Years ended December 31,
2019
2018
Revenue
Adjusted
OIBDA
Revenue
Adjusted
OIBDA
amounts in millions
Revenue
Adjusted
OIBDA
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,040
477
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
8,517
(477)
8,040
Eliminate equity method affiliate . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . .
2,575
(891)
(31)
1,653
891
2,544
7,794
—
—
7,794
—
7,794
2,453
—
(17)
2,436
—
2,436
5,771
—
—
5,771
—
5,771
2,233
—
(16)
2,217
—
2,217
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
178
(53)
(53)
476
476
49
49
442
442
88
88
Formula One Group
Formula 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,145
1,384
—
2,529
(1,384)
1,145
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,363
Eliminate equity method affiliate . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . .
56
(125)
(38)
(107)
125
18
2,509
2,022
11,548
—
13,570
(11,548)
2,022
10,292
482
943
(36)
1,389
(943)
446
2,931
1,827
10,788
—
12,615
(10,788)
1,827
8,040
400
829
(25)
1,204
(829)
375
2,680
F-100
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
Other Information
Total
assets
December 31, 2020
Investments Capital
in affiliates
expenditures
Total
assets
amounts in millions
December 31, 2019
Investments Capital
in affiliates
expenditures
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . $ 30,030
10,589
Live Nation . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . .
2,051
42,670
(10,589)
32,081
Eliminate equity method affiliate . . . . .
Total Liberty SiriusXM Group . . . . .
Braves Group
Corporate and other . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . .
1,571
1,571
Formula One Group
Formula 1. . . . . . . . . . . . . . . . . . . . . . . .
Live Nation . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . .
8,610
—
2,581
11,191
—
11,191
(839)
Consolidated Liberty . . . . . . . . . . . . $ 44,004
Eliminate equity method affiliate . . . . .
Total Formula One Group . . . . . . . . .
Elimination (1) . . . . . . . . . . . . . . . . . . . . .
723
170
163
1,056
(170)
886
94
94
—
—
38
38
—
38
—
1,018
350
223
—
573
(223)
350
30,868
—
553
31,421
—
31,421
81
81
1,593
1,593
11
—
10
21
—
21
—
452
9,031
10,976
2,474
22,481
(10,976)
11,505
(330)
44,189
644
—
—
644
—
644
99
99
—
168
882
1,050
(168)
882
—
1,625
363
—
—
363
—
363
103
103
16
366
28
410
(366)
44
—
510
(1) As of December 31, 2020, this amount is primarily comprised of the call spread between the Formula One Group and
the Liberty SiriusXM Group with respect to the Live Nation shares that were reattributed to the Liberty SiriusXM
Group and the intergroup interests in the Braves Group held by the Formula One Group and the Liberty SiriusXM
Group and the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group, as discussed in
note 2. The Braves Group intergroup interests attributable to the Formula One Group and the Liberty SiriusXM Group
are presented as assets of the Formula One Group and Liberty SiriusXM Group, respectively, and are presented as
liabilities of the Braves Group in the attributed financial statements. The Formula One Group intergroup interest
attributable to the Liberty SiriusXM Group is presented as an asset of the Liberty SiriusXM Group and is presented
as a liability of the Formula One Group in the attributed financial statements. The offsetting amounts between tracking
stock groups are eliminated in consolidation.
As of December 31, 2019, this amount 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.
F-101
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2020, 2019 and 2018
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,
2020
2019
2018
amounts in millions
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,509
Litigation settlements and reserves (note 17) . . . . . . . . . . . . . . . . . . . . .
16
(261)
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(976)
Impairment of intangible assets (note 8) . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition and restructuring (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . .
(28)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses) on financial instruments, net . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
(634)
(586)
(402)
10
Earnings (loss) from continuing operations before income taxes . . . . $ (1,435)
2,931
(25)
(291)
—
(84)
(1,083) (1,061)
1,470
(657)
6
(315)
9
513
2,680
(69)
(192)
—
(3)
(905)
1,511
(606)
18
40
78
1,041
Revenue by Geographic Area
Revenue by geographic area based on the country of domicile is as follows:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,121
1,145
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
8,172
2,022
98
$ 9,363 10,292
6,112
1,831
97
8,040
Years ended December 31,
2020
2019
2018
amounts in millions
Long-lived Assets by Geographic Area
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
December 31,
2020
2019
amounts in millions
2,221
18
2,239
2,246
16
2,262
F-102
Unaudited Attributed Financial Information for Tracking Stock Groups
The following tables present Liberty Media Corporation’s (“Liberty”) assets and liabilities as of December 31,
2020 and December 31, 2019 and revenue, expenses and cash flows for the years ended December 31, 2020, 2019, and
2018. 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, 2020 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-103
SUMMARY ATTRIBUTED FINANCIAL DATA
Liberty SiriusXM Group
Summary Balance Sheet Data:
December 31, December 31,
2020
2019
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Long-term debt, including current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Attributed net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
996
886
24,924
1,471
32,081
1,721
13,000
2,116
8,250
4,505
493
644
25,665
1,603
31,421
1,930
9,245
1,890
10,678
5,628
Summary Statement of Operations Data:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of subscriber services (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other operating expenses (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative expense (1) . . . . . . . . . . . . . . . $
Impairment of intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) attributable to noncontrolling interests . . . . . . . $
Earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . $
(1) Includes stock-based compensation expense as follows:
2020
2018
Years ended December 31,
2019
amounts in millions
7,794
(3,427)
(427)
(280)
(1,495)
—
1,544
(435)
(24)
(271)
241
494
8,040
(3,579)
(362)
(264)
(1,509)
(976)
749
(462)
(484)
(106)
28
(747)
5,771
(2,308)
(470)
(123)
(878)
—
1,620
(388)
(11)
(241)
328
676
2020
Years ended December 31,
2019
amounts in millions
2018
Cost of subscriber services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expense . . . . . . . . . . . . . . . . .
$
44
43
147
234
43
49
154
246
37
17
102
156
F-104
Braves Group
Summary Balance Sheet Data:
December 31, December 31,
2019
2020
amounts in millions
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
151
799
94
323
24
1,571
90
670
52
291
142
795
99
323
34
1,593
70
554
61
378
Summary Statement of Operations Data:
2020
Years ended December 31,
2019
amounts in millions
2018
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 . . . . . . . . . . . . $
178
(67)
(128)
6
38
(78)
476
(100)
(39)
18
15
(77)
442
(97)
1
12
15
5
(1) Includes stock-based compensation of $6 million, $17 million, and $11 million for the years ended December 31,
2020, 2019 and 2018, respectively.
F-105
Formula One Group
Summary Balance Sheet Data:
December 31, December 31,
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2020
amounts in millions
1,684
38
3,956
3,883
11,191
3,759
6,550
587
882
3,956
4,303
11,505
5,677
5,239
Summary Statement of Operations Data:
2020
Years ended December 31,
2019
amounts in millions
2018
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,
1,145
(974)
(174)
(444)
(146)
(108)
2,022
(1,394)
(210)
(35)
(195)
12
1,827
(1,273)
(204)
(110)
(192)
17
net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . $
129
112
(596)
(270)
90
(311)
43
50
(150)
(1) Includes stock-based compensation of $21 million, $28 million, and $25 million for the years ended December 31,
2020, 2019, and 2018, respectively.
F-106
BALANCE SHEET INFORMATION
December 31, 2020
(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
996
672
225
1,893
257
151
30
63
244
—
equity method (note 1) . . . . . . . . . . . . . . . . . . . . . . .
886
94
Property and equipment, at cost . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . .
2,842
(1,526)
1,316
977
(178)
799
Intangible assets not subject to amortization
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FCC licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization, net . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
15,082
8,600
1,242
24,924
1,471
1,334
32,081
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 . . . . . . . . . . . . . . . . . . . $
(22)
1,380
475
1,721
442
3,996
12,525
2,116
—
689
19,326
8,250
4,505
32,081
180
—
143
323
24
87
1,571
(35)
53
59
90
6
173
611
52
226
218
1,280
291
—
1,571
1,684
121
459
2,264
169
38
198
(74)
124
3,956
—
—
3,956
3,883
757
11,191
57
150
209
259
17
692
3,550
—
200
194
4,636
6,550
5
11,191
F-107
—
—
(371)
(371)
(426)
—
—
—
—
—
—
—
—
—
(42)
(839)
—
—
—
—
(371)
(371)
—
(42)
(426)
—
(839)
—
—
(839)
2,831
823
376
4,030
—
1,018
4,017
(1,778)
2,239
19,218
8,600
1,385
29,203
5,378
2,136
44,004
—
1,583
743
2,070
94
4,490
16,686
2,126
—
1,101
24,403
15,091
4,510
44,004
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
493
670
227
1,390
—
142
28
97
267
—
equity method (note 1) . . . . . . . . . . . . . . . . . . . . . .
644
99
Property and equipment, at cost . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . .
2,686
(1,331)
1,355
923
(128)
795
Intangible assets not subject to amortization
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FCC licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization, net . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
15,803
8,600
1,262
25,665
1,603
764
31,421
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 . . . . . . . . . . . . . . . . . .
(23)
1,294
1
1,930
72
3,274
9,244
1,890
24
683
15,115
10,678
5,628
$ 31,421
180
—
143
323
34
75
1,593
(9)
63
59
70
5
188
495
61
268
203
1,215
378
—
1,593
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
F-108
—
—
—
—
(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
STATEMENT OF OPERATIONS INFORMATION
December 31, 2020
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
amounts in millions
Group
Formula One Consolidated
Liberty
Revenue:
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . $
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses, including stock-based
8,040
—
—
8,040
—
—
178
178
—
1,145
—
1,145
8,040
1,145
178
9,363
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 . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . .
Acquisition and restructuring . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup interest income (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
2,421
481
481
196
—
362
264
1,509
976
28
573
7,291
749
(462)
(7)
(484)
125
(521)
(13)
(1,362)
(613)
(106)
(719)
noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . $
28
(747)
—
—
—
—
—
—
170
67
—
—
69
306
(128)
(26)
—
6
42
(10)
—
12
(116)
38
(78)
—
(78)
—
—
—
—
974
—
—
174
—
—
441
1,589
(444)
(146)
7
(108)
(167)
129
23
(262)
(706)
112
(594)
2
(596)
2,421
481
481
196
974
362
434
1,750
976
28
1,083
9,186
177
(634)
—
(586)
—
(402)
10
(1,612)
(1,435)
44
(1,391)
30
(1,421)
F-109
STATEMENT OF OPERATIONS INFORMATION
December 31, 2019
(unaudited)
Attributed (note 1)
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 restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
Liberty
SiriusXM
Group
Braves
Group
amounts in millions
Group
Formula One Consolidated
Liberty
7,794
—
—
7,794
—
—
476
476
—
2,022
—
2,022
7,794
2,022
476
10,292
2,291
462
475
199
—
427
280
1,495
84
537
6,250
1,544
(435)
(24)
—
(41)
(38)
(538)
1,006
(271)
735
—
—
—
—
—
—
344
100
—
71
515
(39)
(27)
18
(42)
(4)
2
(53)
(92)
15
(77)
—
(77)
—
—
—
—
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
624
1,805
84
1,061
8,822
1,470
(657)
6
—
(315)
9
(957)
513
(166)
347
241
106
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . . . . . . . . $
241
494
F-110
STATEMENT OF OPERATIONS INFORMATION
December 31, 2018
(unaudited)
Attributed (note 1)
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 restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
Liberty
SiriusXM
Group
Braves
Group
amounts in millions
Group
Formula One Consolidated
Liberty
5,771
—
—
5,771
—
—
442
442
—
1,827
—
1,827
5,771
1,827
442
8,040
1,394
406
382
126
—
470
123
878
3
369
4,151
1,620
(388)
(11)
—
(1)
25
(375)
1,245
(241)
1,004
—
—
—
—
—
—
268
97
—
76
441
1
(26)
12
(24)
(2)
35
(5)
(4)
15
11
6
5
—
—
—
—
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
391
1,179
3
905
6,529
1,511
(606)
18
—
40
78
(470)
1,041
(176)
865
334
531
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . . . . . . . . $
328
676
F-111
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2020
(unaudited)
Attributed (note 1)
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net earnings to net cash provided by operating
$
(719)
Liberty
SiriusXM
Group
activities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . .
Return of investments in equity method affiliates . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup Loan (repayment) borrowing . . . . . . . . . . . . . . . . . . . . . . . .
Liberty SiriusXM stock repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . . . .
Reattribution between Liberty SiriusXM Group and Liberty Formula
One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Liberty SiriusXM common stock rights offering . . . . . . .
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 . . . . . .
$
F-112
573
234
976
484
(125)
521
12
(4)
40
40
5
8
26
32
(179)
1,924
—
(300)
(96)
—
20
(350)
(8)
(734)
4,149
(2,203)
(750)
(249)
(1,555)
(608)
754
(64)
(116)
(47)
(689)
—
501
507
1,008
Braves
Group
amounts in millions
Group
Formula One Consolidated
Liberty
(78)
.
69
6
—
(6)
(42)
10
1
—
—
(10)
(28)
2
9
(29)
41
(55)
—
—
—
—
—
(81)
4
(77)
228
(114)
—
—
—
—
—
—
(1)
(8)
105
—
(27)
212
185
(594)
(1,391)
441
21
—
108
167
(129)
4
—
—
(125)
23
(10)
—
(37)
(8)
(139)
13
—
(17)
105
—
(21)
(5)
75
521
(614)
750
(69)
—
608
—
—
(3)
(35)
1,158
3
1,097
587
1,684
1,083
261
976
586
—
402
17
(4)
40
(95)
—
—
35
(34)
(146)
1,730
13
(300)
(113)
105
20
(452)
(9)
(736)
4,898
(2,931)
—
(318)
(1,555)
—
754
(64)
(120)
(90)
574
3
1,571
1,306
2,877
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2019
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
amounts in millions
Group
Formula One Consolidated
Liberty
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net earnings to net cash provided by operating
735
(77)
(311)
347
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 . . . .
Return of investments in equity method affiliates . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . .
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 . . . . . . . . $
537
267
24
—
41
7
—
57
268
(21)
(3)
4
(11)
39
1,944
373
313
(19)
—
11
(363)
69
384
5,795
(4,833)
(419)
(2,159)
(68)
(201)
(38)
(1,923)
405
102
507
71
17
(18)
42
4
1
—
—
(7)
(8)
21
18
(12)
23
75
—
—
(4)
—
—
(103)
—
(107)
96
(31)
—
—
—
(4)
(7)
54
22
190
212
453
28
(12)
(42)
270
1
(7)
—
(141)
29
(18)
(14)
20
38
294
69
—
(6)
23
—
(44)
(5)
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)
23
11
(510)
64
314
6,020
(4,871)
(443)
(2,159)
(68)
(211)
(41)
(1,773)
854
452
1,306
F-113
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2018
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Formula One Consolidated
Braves
Group
amounts in millions
Group
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 . . . . . . . .
Return of investments in equity method affiliates . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . .
$
1,004
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
11
76
11
(12)
24
2
5
—
—
(1)
(14)
35
(20)
8
(22)
103
155
—
—
50
—
(33)
(13)
159
123
(317)
—
—
—
—
(18)
(212)
—
50
140
190
(150)
460
25
(17)
(24)
(43)
2
1
1
(63)
(8)
(15)
1
(35)
133
268
244
—
(9)
14
—
(14)
(8)
227
699
(1,309)
—
—
—
(3)
(3)
(616)
(1)
(122)
282
160
F-114
Liberty
865
905
192
(18)
—
(40)
(1)
1
1
167
—
—
(17)
(31)
132
2,156
399
(2)
(414)
64
14
(403)
(28)
(370)
3,617
(4,057)
(466)
(1,314)
(59)
(130)
29
(2,380)
(1)
(595)
1,047
452
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”). In
January 2017, 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, Liberty Braves 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.
As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves Group.
As a result of a rights offering in May 2016 to holders of Liberty Braves common stock to acquire shares of Series
C Liberty Braves common stock, the number of notional shares underlying 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 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.
On April 22, 2020, the Company’s board of directors approved the immediate reattribution of certain assets and
liabilities between the Formula One Group and the Liberty SiriusXM Group (collectively, the “reattribution”).
The assets reattributed from the Formula One Group to the Liberty SiriusXM Group, valued at $2.8 billion,
consisted of:
• Liberty’s entire Live Nation stake, consisting of approximately 69.6 million shares of Live Nation common
•
•
•
•
stock;
a newly-created Formula One Group intergroup interest, consisting of approximately 5.3 million notional
shares of Liberty Formula One common stock, to cover exposure under Liberty’s 1.375% cash convertible
senior notes due 2023 (the “Convertible Notes”);
the bond hedge and warrants associated with the Convertible Notes;
the entire Liberty SiriusXM Group intergroup interest, consisting of approximately 1.9 million notional
shares of Liberty SiriusXM common stock, thereby eliminating the Liberty SiriusXM Group intergroup
interest; and
a portion, consisting of approximately 2.3 million notional shares of Liberty Braves common stock, of the
Formula One Group’s intergroup interest in the Braves Group, to cover exposure under the Convertible
Notes.
The reattributed liabilities, valued at $1.3 billion, consisted of:
the Convertible Notes;
•
• Liberty’s 2.25% exchangeable senior debentures due 2048; and
• Liberty’s margin loan secured by shares of Live Nation (“Live Nation Margin Loan”).
F-115
Notes to Attributed Financial Information (Continued)
(unaudited)
Similarly, $1.5 billion of net asset value has been reattributed from the Liberty SiriusXM Group to the Formula
One Group, comprised of:
•
•
a call spread between the Formula One Group and the Liberty SiriusXM Group with respect to 34.8 million
of the Live Nation shares that were reattributed to the Liberty SiriusXM Group; and
a net cash payment of $1.4 billion from the Liberty SiriusXM Group to the Formula One Group, which was
funded by a combination of (x) cash on hand, (y) an additional $400 million drawn from the Company’s
existing margin loan secured by shares of common stock of Sirius XM Holdings, resulting in an aggregate
outstanding balance of $750 million, and (z) the creation of an intergroup loan obligation from the Liberty
SiriusXM Group to the Formula One Group in the principal amount of $750 million, plus interest thereon,
which was repaid with the proceeds from the LSXMK rights offering described below (the “Intergroup
Loan”).
The reattribution is reflected in the Company’s financial statements on a prospective basis.
As of December 31, 2020, the Liberty SiriusXM Group is primarily comprised of Liberty’s interests in Sirius XM
Holdings and Live Nation, corporate cash, Liberty’s 1.375% Cash Convertible Notes due 2023 and related financial
instruments, Liberty’s 2.125% Exchangeable Senior Debentures due 2048, Liberty’s 2.25% Exchangeable Senior
Debentures due 2048, Liberty’s 2.75% Exchangeable Senior Debentures due 2049, Liberty’s 0.5% Exchangeable
Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose subsidiaries of
Liberty. 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
information related to Sirius XM Holdings’ acquisition of Pandora. Additionally, as discussed below, the Liberty
SiriusXM Group retains intergroup interests in the Braves Group and the Formula One Group. As of December 31,
2020, the Liberty SiriusXM Group has cash and cash equivalents of approximately $996 million, which includes
$71 million of subsidiary cash.
The Braves Group is primarily 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 corporate cash as of December 31, 2020. As of December 31, 2020, the Braves Group has cash and cash
equivalents of approximately $151 million, which includes $73 million of subsidiary cash. Additionally, as
discussed below, the Liberty SiriusXM Group and the Formula One Group retain intergroup interests in the Braves
Group.
The Formula One 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, as of December 31,
2020, Liberty’s interest in Formula 1, cash, an intergroup interest in the Braves Group, Liberty’s 1% Cash
Convertible Notes due 2023 and Liberty’s 2.25% Exchangeable Senior Debentures due 2046. As of December 31,
2020, the Formula One Group has cash and cash equivalents of approximately $1,684 million, which includes $265
million of subsidiary cash.
The number of notional shares representing the intergroup interest in the Braves Group held by the Formula One
Group is 6,792,903, representing an 11.1% intergroup interest at December 31, 2020. The number of notional shares
representing the intergroup interest in the Braves Group held by the Liberty SiriusXM Group is 2,292,037,
representing a 3.7% intergroup interest at December 31, 2020. The number of notional shares representing the
intergroup interest in the Formula One Group held by the Liberty SiriusXM Group is 5,271,475, representing a
2.2% intergroup interest at December 31, 2020. The intergroup interests represent quasi-equity interests which are
not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM
Group have attributed interests in the Braves Group, which are generally stated in terms of a number of shares of
Liberty Braves common stock, and the Liberty SiriusXM Group also has an attributed interest in the Formula One
Group, which is generally stated in terms of a number of shares of Liberty Formula One common stock. 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 Braves Group intergroup interests attributable to the Formula One Group and the Liberty SiriusXM
Group are reflected in the Investment in intergroup interests line item, and the Braves Group liabilities for the
F-116
Notes to Attributed Financial Information (Continued)
(unaudited)
intergroup interests are reflected in the Redeemable intergroup interests line item in the unaudited attributed
consolidated balance sheets. Similarly, the Formula One Group intergroup interest attributable to the Liberty
SiriusXM Group is reflected in the Investment in intergroup interests line item, and the Formula One Group liability
for the intergroup interest is 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 Series A,
B or C Liberty Formula One common stock, respectively. However, Liberty has assumed that the notional shares
(if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series
C Liberty Braves common stock in order to not dilute voting percentages and the notional shares (if and when
issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty
Braves common stock since Series A Liberty Braves common stock underlie the 1.375% convertible bonds.
Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock are used for
the quarterly mark-to-market adjustment for the intergroup interests held by Formula One Group and Liberty
SiriusXM Group, respectively, through the unaudited attributed consolidated statements of operations. Liberty has
assumed that the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Formula
One Group would be comprised of Series A Liberty Formula One common stock since Series A Formula One
common stock underlie the 1.375% convertible bonds. Therefore, the market price of Series A Liberty Formula
One common stock is 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.
The intergroup interests will remain outstanding until the redemption of the outstanding interests, at the discretion
of the Company’s Board of Directors, through a transfer of securities, cash and/or other assets from the Braves
Group or Formula One Group to the respective tracking stock group.
On April 22, 2020, the Company’s board of directors authorized management of the Company to cause subscription
rights (the “Series C Liberty SiriusXM Rights”) to purchase shares of Series C Liberty SiriusXM common stock,
par value $0.01 per share (“LSXMK”), in a rights offering (the “LSXMK rights offering”) to be distributed to
holders of Series A Liberty SiriusXM common stock, par value $0.01 per share, Series B Liberty SiriusXM
common stock, par value $0.01 per share, and LSXMK. In the LSXMK rights offering, Liberty distributed 0.0939
of a Series C Liberty SiriusXM Right for each share of Series A, Series B or Series C Liberty SiriusXM common
stock held as of 5:00 p.m., New York City time, on May 13, 2020. Fractional Series C Liberty SiriusXM Rights
were rounded up to the nearest whole right. Each whole Series C Liberty SiriusXM Right entitled the holder to
purchase, pursuant to the basic subscription privilege, one share of LSXMK at a subscription price of $25.47, which
was equal to an approximate 20% discount to the volume weighted average trading price of LSXMK for the 3-day
trading period ending on and including May 8, 2020. Each Series C Liberty SiriusXM Right also entitled the holder
to subscribe for additional shares of LSXMK that were unsubscribed for in the LSXMK rights offering pursuant to
an oversubscription privilege. The LSXMK rights offering commenced on May 18, 2020, which was also the ex-
dividend date for the distribution of the Series C Liberty SiriusXM Rights. The LSXMK rights offering expired at
5:00 p.m. New York City time, on June 5, 2020 and was fully subscribed with 29,594,089 shares of LSXMK issued
to those rightsholders exercising basic and, if applicable, oversubscription privileges. The proceeds from the
LSXMK rights offering, which aggregated approximately $754 million, were used to repay the outstanding balance
on the Intergroup Loan and accrued interest.
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
F-117
Notes to Attributed Financial Information (Continued)
(unaudited)
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.
(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:
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Years ended December 31,
2019
2020
amounts in millions
2018
(4)
(62)
—
(66)
(29)
(11)
—
(40)
(106)
18
(21)
—
(3)
(22)
12
—
(10)
(241)
(27)
—
(268)
(271)
(235)
4
—
(231)
(241)
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of
21% for the years ended December 31, 2020, 2019 and 2018 as a result of the following:
2020
Years ended December 31,
2019
amounts in millions
2018
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible executive compensation . . . . . . . . . . . . . . . . . . . . . .
Impairment of nondeductible goodwill . . . . . . . . . . . . . . . . . . . . . . .
Intergroup Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
129
(49)
—
(13)
24
18
—
14
(12)
(194)
(17)
(6)
(106)
(211)
(45)
—
(11)
26
(4)
(45)
47
(19)
—
—
(9)
(271)
(262)
22
(1)
(28)
27
(14)
(3)
37
(6)
—
—
(13)
(241)
F-118
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other future deductible amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31,
2020
2019
amounts in millions
765
94
160
62
44
154
4
1,283
(53)
1,230
—
370
2,696
3,066
1,836
1,018
95
185
81
2
—
11
1,392
(70)
1,322
31
384
2,749
3,164
1,842
Braves Group
Income tax benefit (expense) consists of:
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Years ended December 31,
2019
2020
amounts in millions
2018
28
—
—
28
—
10
—
10
38
8
—
—
8
—
7
—
7
15
14
—
—
14
9
(8)
—
1
15
F-119
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 the years ended December 31, 2020, 2019 and 2018 as a result of the following:
Years ended December 31,
2019
2020
2018
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Intergroup interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
amounts in millions
24
7
—
—
—
—
9
(2)
38
19
6
—
3
(3)
2
(9)
(3)
15
1
(4)
3
5
2
—
(5)
13
15
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,
2020
amounts in millions
2019
19
2
47
20
88
—
88
11
69
46
7
133
45
6
2
46
20
74
—
74
10
71
47
7
135
61
F-120
Notes to Attributed Financial Information (Continued)
(unaudited)
Liberty Formula One Group
Income tax benefit (expense) consists of:
2020
Years ended December 31,
2019
amounts in millions
2018
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(11)
—
(2)
(13)
41
—
84
125
112
(27)
(3)
(21)
(51)
102
—
39
141
90
(6)
1
(8)
(13)
(2)
2
63
63
50
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of
21% for the years ended December 31, 2020, 2019 and 2018 as a result of the following:
2020
Years ended December 31,
2019
amounts in millions
2018
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements with tax authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible executive compensation . . . . . . . . . . . . . . . . . . . . .
Intergroup interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
148
—
20
1
(87)
30
—
—
(5)
8
(3)
112
84
(2)
26
1
(39)
—
—
22
(3)
9
(8)
90
42
—
23
1
(53)
2
43
1
(1)
5
(13)
50
F-121
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:
December 31,
2020
2019
amounts in millions
Deferred tax assets:
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
652
11
10
—
673
(240)
433
36
9
88
19
152
(281)
486
9
9
43
547
(146)
401
49
3
116
—
168
(233)
(4)
(5)
The intergroup balances as December 31, 2020 and December 31, 2019 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-122
CORPORATE DATA
BOARD OF DIRECTORS
SENIOR OFFICERS
Robert R. Bennett
Derek Chang
Brian M. Deevy
M. Ian G. Gilchrist
Gregory B. Maffei
Evan D. Malone, Ph.D.
John C. Malone
(Chairman of the Board)
David E. Rapley
Larry E. Romrell
Andrea L. Wong
EXECUTIVE COMMITTEE
Robert R. Bennett
Gregory B. Maffei
John C. Malone
COMPENSATION COMMITTEE
M. Ian G. Gilchrist (Chairman)
David E. Rapley
Andrea L. Wong
AUDIT COMMITTEE
Brian M. Deevy (Chairman)
Derek Chang
Larry E. Romrell
NOMINATING & CORPORATE
GOVERNANCE COMMITTEE
David E. Rapley (Chairman)
M. Ian G. Gilchrist
Larry E. Romrell
Andrea L. Wong
John C. Malone
Chairman of the Board
Gregory B. Maffei
President and Chief Executive Officer
Renee L. Wilm
Chief Legal Officer and Chief
Administrative Officer
Albert E. Rosenthaler
Chief Corporate Development Officer
Courtnee A. Chun
Chief Portfolio Officer
Brian J. Wendling
Chief Accounting Officer and Principal
Financial Officer
Ben Oren
Senior Vice President and Treasurer
CORPORATE SECRETARY
Michael E. Hurelbrink
CORPORATE HEADQUARTERS
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5400
STOCK INFORMATION
Series A and C Liberty Braves Common
Stock (BATRA/K), Series A and C Liberty
Formula One Common Stock (FWONA/K),
and Series A, B and C Liberty SiriusXM
Common Stock (LSXMA/B/K) trade on the
NASDAQ Global Select Market.
Series B Liberty Braves Common Stock
(BATRB) and Series B Liberty Formula One
Common Stock (FWONB) are quoted on
the OTC Markets.
CUSIP NUMBERS
BATRA – 531229 706
BATRB – 531229 805
BATRK – 531229 888
FWONA – 531229 870
FWONB – 531229 862
FWONK – 531229 854
LSXMA – 531229 409
LSXMB – 531229 508
LSXMK – 531229 607
TRANSFER AGENT
Liberty Media Corporation
Shareholder Services
c/o Broadridge Corporate Issuer Solutions
P.O. Box 1342
Brentwood, NY 11717
Phone: (888) 789-8415
Toll Free: (303) 562-9273
https://shareholder.broadridge.com/lmc
INVESTOR RELATIONS
Courtnee A. Chun
investor@libertymedia.com
(877) 772-1518
ON THE INTERNET
Visit the Liberty Media Corporation website at
www.libertymedia.com
FINANCIAL STATEMENTS
Liberty Media Corporation financial
statements are filed with the Securities and
Exchange Commission. Copies of these
financial statements can be obtained from
the Transfer Agent or through the Liberty
Media Corporation website.
ANNUAL REPORT 2020
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 2020
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.
2021 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 25, 2021
8:00 a.m. Mountain Time
The 2021 Annual Meeting of Stockholders will be held
via the Internet as a virtual meeting. See our Proxy
Statement foradditional information.
Using approximately 74.3 fewer tons of wood,
or 446 fewer trees
Using approximately 475 million fewer BTUs,
or the equivalent of the amount of energy used
by 565 refrigerators
Using approximately 335,000 fewer pounds
of greenhouse gases, including carbon dioxide,
or the equivalent of 30.4 automobiles running
for 1 calendar year
Saving approximately 398,000 gallons of water, or
the equivalent of approximately 18 swimming pools
Saving approximately 21,900 pounds of solid waste
Reducing hazardous air pollutants by approximately
29.7 pounds
Environmental impact estimates calculated using the
Environmental Paper Network Paper Calculator. For more
information visit www.papercalculator.org.