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2022 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, June 14, 2022
8:00 a.m. Mountain Time
OUR ENVIRONMENT
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 2021 statistics, voluntary receipt of e-delivery resulted in the following environmental savings:
★ Using approximately 81.6 fewer tons of wood, or 490 fewer trees
★ Using approximately 521 million fewer BTUs, or the equivalent of the amount of energy use by 620 refrigerators
★ Using approximately 367,000 fewer pounds of greenhouse gases, including carbon dioxide, or the equivalent
of 33.4 automobiles running for 1 calendar year
★ Saving approximately 437,000 gallons of water, or the equivalent of approximately 20 swimming pools
★ Saving approximately 24,100 pounds of solid waste
★ Reducing hazardous air pollutants by approximately 32.6 pounds
Environmental impact estimates calculated using the Environmental Paper Network Paper Calculator.
For more information visit www.papercalculator.org.
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A N N U A L REPORT
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2022 PROX Y S T A T
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M
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LETTER TO SHAREHOLDERS
STOCK PERFORMANCE
INVESTMENT SUMMARY
PROXY STATEMENT
FINANCIAL INFORMATION
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; Formula 1’s race calendar and new races; 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 the global semiconductor supply shortage on Sirius XM Holdings’ supply chain and the auto industry that it relies on;
• 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;
4
ANNUAL REPORT 2021
FORWARD-LOOKING STATEMENTS
• changes in tax laws that affect Formula 1 and the Formula One Group;
• the ability of Formula 1 to expand into new markets;
• the relationship between the U.K. and the E.U. following 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;
• geopolitical incidents, 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 2021
5
LETTER TO SHAREHOLDERS
April 2022
Dear Fellow Shareholders,
The Liberty Media businesses are executing well, both operationally and financially. We navigated the impacts of COVID across a portfolio
heavily exposed to live events and emerged arguably on more sound footing. As we said at last year’s Investor Day, there is no such
thing as ‘life beyond COVID,’ but rather ‘life with enduring COVID’. The lessons learned, cost savings implemented and initiatives launched
over the past two years will provide ongoing benefit to our businesses.
There is much to be proud of in 2021. Some accomplishments to highlight:
• Atlanta Braves won the World Series for the first time since 1995
• Formula 1 generated hundreds of millions of levered free cash flow despite COVID-related impacts, bringing year-end leverage to 4.4x
• SiriusXM generated record revenue and EBITDA
• Live Nation ended the year with a record pipeline of concerts, ticket sales and sponsorship commitments
At Liberty, the success of our businesses is a reflection of the quality management teams we have in place, who are empowered to run
their businesses with a high degree of autonomy and incentivized accordingly. To Stefano Domenicali, Jennifer Witz, Michael Rapino, Terry
McGuirk and your teams—our success in 2021 is credit to your stewardship.
FORMULA ONE GROUP
Over the course of Liberty’s history, there are investments we have ‘bought well’—for example, our convertible loan to SiriusXM in 2009.
Then, there are investments we have ‘built well’—there’s no better example than Formula 1 (“F1”).
In 2022, we reached the five-year mark in our ownership of F1. F1 had a strong foundation built over its nearly 70-year history and we
believed in its further potential. Our 2016 investor presentation outlined select initial opportunities: (i) increase promotion and marketing of
F1 as a sport and brand, (ii) enhance distribution of content, especially in digital, (iii) establish a broader range of commercial partners,
including sponsorship, (iv) evolve the race calendar, and (v) leverage Liberty’s expertise in live events and digital monetization. We are proud
to say we have progressed across all, with more to come.
F1’s US success in particular has been spectacular. US viewership at the 2022 season opener in Bahrain impressed us all with 56%
year-over-year growth, becoming the most viewed race on ESPN since they reacquired the rights in 2018. One week later, the Saudi Arabian
Grand Prix quickly surpassed that record, bringing in 1.8 million peak viewers, the largest F1 audience on US cable since 1995. The
excitement in the US market is rapidly gaining momentum.
Drive to Survive is a clear factor in this increased attention. According to market surveys, 73% of US viewers are more interested in F1 as
a result of watching the show. The fourth season reached #1 on Netflix in 33 countries during its debut weekend. Impressively, ‘Drive to
Survive’ is now the moniker for an entirely new genre of unscripted sports content. We regularly see headlines for the next rumored series
in production: the ‘Drive to Survive of’ PGA/IndyCar/Tour De France etc.
There is far more to come for F1. We are early in the 2022 season as of writing this letter, yet already there is increased excitement on the
track resulting from the sport’s new cars, rules and regulations. We have seen far closer racing, more podium diversity and intense
battles from race start to finish. Our progress on the 2026 hybrid engine, which will run mainly on advanced sustainable fuels, is drawing
the attention of new OEM participants.
We recently announced that the Las Vegas Grand Prix will join the calendar as our third US race beginning November 2023, alongside the
Miami Grand Prix and the US Grand Prix in Austin. We are confident this race will be a spectacle unlike any ever seen, drawing a unique global
audience distinguishable from our other two US destinations. This is the first time that F1 has acted as promoter for a Grand Prix since
Turkey 2011, and of course the first time under Liberty’s ownership. We carefully considered the risk-reward calculus in taking on the
promoter role—Las Vegas is a unique market where we see huge economic potential. We look forward to working with our many partners
on this project, including our friends at Live Nation.
The F1 balance sheet is as strong as ever. We ended 2021 with leverage at 4.4x, a rapid decline from the COVID-related peak of 23x at
the prior year-end, and we lowered our target leverage ratio to under 5.0x. We can optimally operate the business within this range, without
limiting our flexibility on growth investments, capital returns or other uses of cash.
6
ANNUAL REPORT 2021
LETTER TO SHAREHOLDERS
Speaking of cash, we know there is a sizable balance at the Formula One Group corporate level. There is $250 million of corporate cash
earmarked for the forward purchase agreement for our SPAC, Liberty Media Acquisition Corporation, with the potential to increase depending
on the target. We intend to continue to opportunistically repurchase shares. We also intend to continue to make smaller investments
where we see opportunity—like our investments in Clear or Meyer Shank Racing. Liberty entities have carried high cash balances for long
periods of time at various points in our history. While it’s a separate company, recall that Liberty Ventures had nearly $3 billion of
accumulated cash on the balance sheet in 2016 before the investment opportunity arose around the Charter-Time Warner Cable merger.
We are constantly canvasing the market for the highest return and best uses of our cash.
LIBERTY SIRIUSXM GROUP
First and upfront, we will address the continued discount to NAV at Liberty SiriusXM Group.
Over the past year, there were a number of corporate actions furthering the evolution of this group. We entered into a tax sharing
agreement with SiriusXM, effected a tax-free exchange that took our ownership in SiriusXM over 80% thereby reaching tax consolidation,
and received net proceeds of approximately $770 million from SiriusXM’s special cash dividend in early 2022.
We would have expected that the NAV discount would compress in tandem with these actions; the reality is the discount has remained
elevated and further widened recently. We have long discussed the various drivers of this discount—supply/demand dynamics of the
underlying equities, premiums for dividend-paying stocks, technical dynamics, a tracking stock structural discount, to name a few. We don’t
think any of these drivers have fundamentally changed, though we acknowledge there is perhaps (and understandably) greater investor
fatigue today. Our long-term mindset and patient capital are core strengths of Liberty, but there are various levels of ‘patience’, and we
appreciate our shareholders have been patient as well.
We are keenly aware of the discount and will continue to prioritize corporate actions that we believe will benefit our shareholders and
create long-term value. We are also mindful of our balance sheet, upcoming liability maturities, and the constraints of our own equity’s
liquidity in the market. There are multiple paths to capture the discount that management and our board regularly evaluate. This includes
the continued repurchase of our discounted equity, made even more compelling with tax-free cash flows from SiriusXM, and what we believe
is the natural evolution of this company with a consolidation of Liberty SiriusXM and SiriusXM. The ultimate path we choose is not yet
determined.
As for the SiriusXM business, 2021 was a solid year. They exceeded one million self-pay net adds for the 10th time in the past 11 years,
reaching a record high sub count of 32 million. New vehicle penetration reached 82% as of year-end, and 360L was incorporated in over 25%
of SiriusXM-equipped vehicles sold in the fourth quarter. In January we were thrilled to welcome Joe Inzerillo as SiriusXM’s new Chief
Product & Technology Officer. Joe was a key architect in the creation of Disney+ and other direct-to-consumer video streaming businesses,
as well as a founder of BAMTech Media. The development of SiriusXM’s digital strategy is key to its future success.
And finally, Live Nation handled the challenges of COVID exceptionally well and exited 2021 with more tailwinds benefiting the live
entertainment space than at any time in its history. We are now entering not only what promises to be a record year in 2022, but likely the
strongest multi-year period ever in the concert industry.
BRAVES GROUP
Congrats to the World Series Champion Atlanta Braves! After exiting the All-Star break with a record below 0.500, the Braves made a
series of excellent trades and the team performed brilliantly in the back half of the season. Our General Manager Alex Anthopoulos has
built a team with longevity in mind, organized around young talent that is expected to play for the Braves for years to come—both on the
roster and in the farm system. The team balances this by bringing in tenured players to fill key gaps, importantly not impeding the
advancement of young talent. Data-based decisions are designed to maximize each player’s contribution both on the field and in the
clubhouse. This strategy led us to sign Atlanta-native Matt Olson to an 8-year contract earlier this year and bolster our bullpen with the
additions of Kenley Jansen and Collin McHugh. We are very optimistic about our roster for the upcoming season.
On the heels of last year’s victory, the Braves are entering the 2022 season with the highest season ticket count in decades. For the first
time ever, all premium seats have sold out. The Battery Atlanta’s second phase of development is nearing completion, with the final buildouts
primarily on our office space finishing this year. We expect the Battery to generate consolidated stabilized net operating income north of
$30 million once complete. Later in 2022, we will begin construction on a new 250,000 square foot office building that will be home to Truist
Securities relocated national headquarters under a 15-year lease. This marks the fourth Fortune 500 company to establish a global or
business unit headquarters at The Battery Atlanta.
ANNUAL REPORT 2021
7
LETTER TO SHAREHOLDERS
Sports teams continue to be scarce, desirable, marquee assets. Several teams have come up for sale recently (granted outside of Major
League Baseball) and have been met with incredible demand, attracting interest from a wide set of institutional players in addition to high
net worth individuals who have historically been the buyer base. More demand is a good thing.
LOOKING AHEAD
The markets have proven just as volatile thus far in 2022 as the past few years. We remain focused on the long-term performance of our
equities and the underlying operations of our businesses.
Liberty Media has been in its current tracking stock construct since 2016, and it is worth restating our objectives behind this structure. We
believe tracking stocks provide value to our shareholders by (i) offering greater investor choice, (ii) leveraging management capabilities,
(iii) facilitating capital structure flexibility, (iv) allowing for tax consolidation, (v) providing greater access to capital markets, and (vi) creating
tailored equities for strategic opportunities and management compensation. We have a long history with tracking stocks across the
Liberty family. They have typically been transitory vehicles—though the individual tracker lifetimes have varied. We are constantly evaluating
the optimal structure for Liberty Media and our portfolio companies.
We look forward to seeing many of you at this year’s Investor Day on November 17th. Whether in person in New York 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 2021
STOCK PERFORMANCE
On April 15, 2016 Liberty Media 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). The three stock charts
below reflect the trading performance of each of the Liberty SiriusXM Group, the Formula One Group and the Braves Group tracking
stocks from December 31, 2016 through December 31, 2021.
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 December 31, 2016 through December 31, 2021 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
12/31/16 to 12/31/21
$230
$210
$190
$170
$150
$130
$110
$90
D ec-16
D ec-17
D ec-18
D ec-19
D ec-20
D ec-21
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
12/31/16
$100.00
$100.00
$100.00
$100.00
$100.00
12/31/17
$114.89
$127.36
$116.92
$119.42
$106.83
12/31/18
$106.60
$104.55
$109.02
$111.97
$ 95.20
12/31/19
$140.03
$139.26
$141.92
$144.31
$127.22
12/31/20
$130.02
$128.75
$133.27
$167.77
$166.87
12/31/21
$154.21
$153.33
$156.94
$212.89
$211.39
Note: Trading data for all Series B shares is limited as they are thinly traded.
ANNUAL REPORT 2021
9
STOCK PERFORMANCE
The following graph compares the percentage change in the cumulative total stockholder return on an investment in our Series A and
Series C Liberty Formula One common stock (Nasdaq: FWONA, FWONK) (formerly known as the Liberty Media common stock (Nasdaq: LMCA,
LMCK) from December 31, 2016 through December 31, 2021 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
12/31/16 to 12/31/21
$230
$210
$190
$170
$150
$130
$110
$90
D ec-16
D ec-17
D ec-18
D ec-19
D ec-20
D ec-21
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
12/31/16
$100.00
$100.00
$100.00
$100.00
12/31/17
$104.37
$109.03
$119.42
$106.83
12/31/18
$ 94.80
$ 97.99
$111.97
$ 95.20
12/31/19
$139.65
$146.71
$144.31
$127.22
12/31/20
$121.18
$135.97
$167.77
$166.87
12/31/21
$189.28
$201.85
$212.89
$211.39
10
ANNUAL REPORT 2021
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) from December 31, 2016 through December 31, 2021 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
12/31/16 to 12/31/21
$230
$210
$190
$170
$150
$130
$110
$90
D ec-16
D ec-17
D ec-18
D ec-19
D ec-20
D ec-21
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
12/31/16
$100.00
$100.00
$100.00
$100.00
12/31/17
$107.61
$107.92
$119.42
$106.83
12/31/18
$121.72
$120.88
$111.97
$95.20
12/31/19
$144.70
$143.47
$144.31
$127.22
12/31/20
$121.38
$120.84
$167.77
$166.87
12/31/21
$140.31
$136.47
$212.89
$211.39
ANNUAL REPORT 2021
11
INVESTMENT SUMMARY
(Based on publicly available information as of January 31, 2022) www.libertymedia.com/about/asset-list
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, and
associated real estate projects.
ENTITY
DESCRIPTION OF OPERATING BUSINESS
FORMULA ONE GROUP
Associated Partners, L.P.
Braves Group
(Intergroup Interest)
Clear Secure, Inc.
(NYSE: YOU)
Drone Racing League,
Inc.
Formula 1
INRIX, Inc.
Kroenke Arena
Company, LLC
Liberty Media
Acquisition Corporation
Liberty Technology
Venture Capital, LLC
Meyer Shank Racing
Tastemade, Inc.
Investment and operating partnership that targets long-term,
risk-balanced and tax-efficient returns.
Consists of Liberty Media Corporation’s wholly owned subsidiary
Braves Holdings, LLC, which owns the Atlanta Braves, a Major
League Baseball club 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.
Provider of traffic data and analytics to auto OEM’s, governments,
businesses and consumers.
Owner of Ball Arena (formerly Pepsi Center), a sports and
entertainment facility in Denver, Colorado.
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.
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
N/A
100%
ATTRIBUTED
SHARE COUNT(1)
(in millions)
ATTRIBUTED
OWNERSHIP(2)
N/A
6.8
33%
11%(3)
0.8(4)
<1%
N/A
N/A
N/A
N/A
14.4(5)
N/A
N/A
N/A
3%
100%
4%
7%
20%
80%
30%
6%
12
ANNUAL REPORT 2021
INVESTMENT SUMMARY
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)
Live Nation
Entertainment, Inc.
(NYSE: LYV)
Consists of Liberty Media Corporation’s wholly owned subsidiary
Braves Holdings, LLC, which owns the Atlanta Braves, a Major
League Baseball club and associated real estate projects.
Consists of Liberty Media Corporation’s wholly owned subsidiary
Formula 1 and various other investments.
Largest live entertainment company in the world, consisting of three
segments: concerts, sponsorship and advertising and ticketing.
2.3
5.3
69.6
4%(3)
2%(6)
31%
Sirius XM Holdings Inc.
(NASDAQ: SIRI)
A satellite radio company delivering commercial-free music plus
sports, entertainment, comedy, talk, news, traffic and weather.
3,205.8
81.2%(7)
Note: Tables above include holdings with owned asset value greater than $5 million.
1)
2)
3)
4)
5)
6)
7)
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,
2022 unless otherwise noted.
Represents an inter-group interest in the Braves Group, which is not represented by outstanding shares.
Ownership includes both Clear Secure, Inc. Class A common stock and warrants.
Represents shares of Series F common stock.
Represents an inter-group interest in the Formula One Group, which is not represented by outstanding shares.
Ownership as of January 28, 2022.
ANNUAL REPORT 2021
13
LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2022 annual meeting of stockholders of
Liberty Media Corporation (Liberty Media) to be held at 8:00 a.m., Mountain time,
on June 14, 2022. 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/LMC2022. 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 June 14,
2022.
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,
Gregory B. Maffei
President and Chief Executive Officer
April 26, 2022
The Notice of Internet Availability of Proxy Materials is first being mailed on or
about May 2, 2022, and the proxy materials relating to the annual meeting will
first be made available on or about the same date.
NOTICE OF 2022 ANNUAL MEETING OF
STOCKHOLDERS
Notice is hereby given of the annual meeting of stockholders of Liberty Media Corporation (Liberty Media). The annual
meeting will be held via the Internet and will be a completely virtual meeting of stockholders.
MEETING DATE & TIME
VIRTUAL MEETING LOCATION
June 14, 2022,
at 8:00 am MT
You may attend the meeting, submit questions and vote your
shares electronically during the meeting via the Internet by
visiting www.virtualshareholdermeeting.com/LMC2022.
RECORD DATE
5:00 p.m., New York
City time, on April 18,
2022
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 June 14, 2022.
At the annual meeting, you will be asked to consider and vote on the following proposals. Our board of directors has
unanimously approved each proposal for inclusion in the proxy materials.
PROPOSAL
1 A proposal (which we refer to as the election of directors proposal) to elect John C.
Malone, Robert R. Bennett and M. Ian G. Gilchrist to continue serving as Class III members
of our board until the 2025 annual meeting of stockholders or their earlier resignation or
removal.
KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022.
2 A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of
3 A proposal (which we refer to as the incentive plan proposal) to adopt the Liberty Media
Corporation 2022 Omnibus Incentive Plan.
BOARD
RECOMMENDATION
FOR each director
nominee
PAGE
15
FOR
FOR
36
39
You may also be asked to consider and vote on such other business as may properly come before 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.
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. You may vote electronically during the annual
meeting or by proxy prior to the meeting by telephone, via the Internet or by mail:
Internet
Virtual Meeting
Phone
Mail
Vote online at
www.proxyvote.com
Vote live during the annual
meeting at the URL above
Vote by calling
1-800-690-6903 (toll free) in
the United States or Canada
Vote by returning a properly
completed, signed and dated
proxy card
WHO MAY VOTE
WHO MAY NOT VOTE
Holders of record of our following series of common stock,
par value $0.01 per share, as of the record date will be
entitled to notice of the annual meeting and to vote at the
annual meeting or any adjournment or postponement
thereof:
Holders of record of our following series of common stock,
par value $0.01 per share, as of the record date 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:
• Series A Liberty SiriusXM common stock
• Series C Liberty SiriusXM common stock
• Series B Liberty SiriusXM common stock
• Series C Liberty Braves common stock
• Series A Liberty Braves common stock
• Series C Liberty Formula One common stock
• Series B Liberty Braves common stock
• Series A Liberty Formula One common stock
• Series B Liberty Formula One common stock
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.
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held
on June 14, 2022: our Notice of Annual Meeting of Stockholders, Proxy Statement and 2021 Annual Report to
Stockholders are available at www.proxyvote.com.
By order of the board of directors,
Michael E. Hurelbrink
Assistant Vice President and Secretary
Englewood, Colorado
April 26, 2022
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 SUMMARY . . . . . . . . . . . . . . . . . . . . . . .
About Our Company . . . . . . . . . . . . . . . . . . . . .
2021 Year in Review . . . . . . . . . . . . . . . . . . . . .
Voting Roadmap . . . . . . . . . . . . . . . . . . . . . . . .
Environmental, Social and Governance
Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation Highlights . . . . . . . . . .
Proxy Statement for Annual Meeting of
Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . .
THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . .
Notice and Access of Proxy Materials . . . . . . . . .
Electronic Delivery . . . . . . . . . . . . . . . . . . . . . . .
Time, Place and Date . . . . . . . . . . . . . . . . . . . .
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recommendation of Our Board of Directors . . . .
Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Who May Vote . . . . . . . . . . . . . . . . . . . . . . . . . .
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . .
Votes You Have . . . . . . . . . . . . . . . . . . . . . . . . .
Shares Outstanding . . . . . . . . . . . . . . . . . . . . . .
Number of Holders . . . . . . . . . . . . . . . . . . . . . .
Voting Procedures for Record Holders . . . . . . . .
Voting Procedures for Shares Held in Street
Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revoking a Proxy . . . . . . . . . . . . . . . . . . . . . . .
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . .
Other Matters to Be Voted on at the Annual
Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stockholder Proposals . . . . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . . . . . . . . . . . . .
PROPOSAL 1 – THE ELECTION OF DIRECTORS
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board of Directors Overview . . . . . . . . . . . . . . .
Vote and Recommendation . . . . . . . . . . . . . . . .
Our Board at a Glance . . . . . . . . . . . . . . . . . . . .
Director Skills and Experience . . . . . . . . . . . . . .
Nominees for Election as Directors . . . . . . . . . . .
Directors Whose Term Expires in 2023 . . . . . . . .
Directors Whose Term Expires in 2024 . . . . . . . .
CORPORATE GOVERNANCE . . . . . . . . . . . . . . .
Director Independence . . . . . . . . . . . . . . . . . . .
1
1
1
3
5
8
8
10
10
10
10
10
11
11
11
11
11
11
11
12
12
13
13
13
13
14
15
15
15
16
17
18
20
22
25
25
Board Composition . . . . . . . . . . . . . . . . . . . . . .
Board Classification . . . . . . . . . . . . . . . . . . . . . .
Board Diversity . . . . . . . . . . . . . . . . . . . . . . . . .
Board Leadership Structure . . . . . . . . . . . . . . . .
Board Role in Risk Oversight
. . . . . . . . . . . . . . .
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . .
Family Relationships; Legal Proceedings . . . . . .
Committees of the Board of Directors . . . . . . . . .
Board Criteria and Director Candidates . . . . . . . .
Board Meetings . . . . . . . . . . . . . . . . . . . . . . . . .
Director Attendance At Annual Meetings . . . . . . .
Stockholder Communication with Directors . . . . .
Executive Sessions . . . . . . . . . . . . . . . . . . . . . .
DIRECTOR COMPENSATION . . . . . . . . . . . . . . .
Nonemployee Directors . . . . . . . . . . . . . . . . . . .
Director Compensation Table . . . . . . . . . . . . . . .
PROPOSAL 2 – THE AUDITORS RATIFICATION
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vote and Recommendation . . . . . . . . . . . . . . . .
Audit Fees and All Other Fees . . . . . . . . . . . . . .
Policy on Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditor . . . . .
AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . .
PROPOSAL 3 – THE INCENTIVE PLAN
PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vote and Recommendation . . . . . . . . . . . . . . . .
Key Features of the 2022 Incentive Plan . . . . . . .
Liberty Media Corporation 2022 Omnibus
Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Federal Income Tax Consequences of
Awards Granted Under the 2022 Incentive Plan . .
New Plan Benefits . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . .
Compensation Discussion and Analysis . . . . . . .
Summary Compensation Table . . . . . . . . . . . . .
Executive Compensation Arrangements . . . . . . .
Grants of Plan-Based Awards . . . . . . . . . . . . . .
Outstanding Equity Awards at Fiscal Year-End . .
Option Exercises and Stock Vested . . . . . . . . . .
Nonqualified Deferred Compensation Plans . . . .
25
25
26
26
26
27
27
27
28
31
31
31
31
32
32
34
36
36
36
37
38
39
39
39
40
43
44
45
47
48
61
64
69
71
73
74
Potential Payments Upon Termination or Change
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
in Control
Benefits Payable Upon Termination or Change in
Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity Compensation Plan Information . . . . . . . .
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . .
Security Ownership of Certain Beneficial
Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Management . . . . . . . . . .
75
78
81
83
83
87
Hedging Disclosure . . . . . . . . . . . . . . . . . . . . . .
Changes in Control
. . . . . . . . . . . . . . . . . . . . . .
Delinquent Section 16(A) Reports . . . . . . . . . . .
CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . .
92
92
92
93
Exchange Agreement with John C. Malone . . . . .
ANNEX A: LIBERTY MEDIA CORPORATION 2022
OMNIBUS INCENTIVE PLAN . . . . . . . . . . . . . . . . A-1
93
PROXY SUMMARY
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all
information you should consider. Please read the entire proxy statement carefully before voting.
What’s new with this year’s proxy statement?
• 2021 Year in Review
• Voting Roadmap on pages 3-4
• Environmental, Social and Governance Highlights on pages 5-7
• Additional information about our board of directors, including a look at our board members’ skills and experience
on pages 15-24
ABOUT OUR COMPANY
Liberty Media Corporation owns interests in a high-quality portfolio of assets across the media, communications and
entertainment industries. Our interests are attributed to three tracking stocks: the Liberty SiriusXM Group, the Liberty
Formula One Group, and the Liberty Braves 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 and Liberty 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. Our three tracking stocks
represent the businesses, assets and liabilities attributed to each respective group.
Liberty SiriusXM Group
Liberty Braves Group
Liberty Formula One Group
2021 YEAR IN REVIEW
Liberty
SiriusXM
Group
• Jennifer Witz assumed role of CEO of Sirius XM Holdings Inc. (Sirius XM) in
January 2021
• Sirius XM reached record $8.70 billion revenue, generated $1.31 billion net income
and had record $2.77 billion of adjusted EBITDA(1) in 2021
• New vehicle penetration reached 82% as of year-end 2021, with 360L incorporated in
over 25% of Sirius XM-equipped vehicles sold in the fourth quarter 2021
• Liberty Media crossed 80% ownership in Sirius XM in November 2021
LIBE RTY M EDIA CORP ORATI ON / 1
PROXY SUMM ARY
Liberty
Braves
Group
Liberty
Formula
One Group
• Braves claimed first World Series title since 1995 and 4th title in franchise history
• Braves full-year 2021 revenue of $568 million benefited from the return of a full
season schedule, capacity crowds and the strength of team performance
• Battery generated $8 million of operating income and a strong $21 million of net
operating income(1) in 2021
• Second in MLB average attendance and 2.3 million regular season tickets sold in
2021
• Stefano Domenicali assumed role of CEO in January 2021
• Successfully held a record 22 race calendar, including hosting 3 inaugural sprint
events
• Average TV audience increased 14% in like-for-like markets, the highest figure since
2013
• Social media followers grew to 49.1 million, up 40% compared to 2020
• Formula 1 leverage of 4.4x as of 12/31/21
(1) For a definition of Adjusted EBITDA as defined by Sirius XM, as well as a reconciliation of Adjusted EBITDA to net income, see
Sirius XM’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 1, 2022. For a definition of net
operating income for the Battery, as well as a reconciliation of net operating income to operating income, see our company’s Current
Report on Form 8-K, furnished on February 28, 2022.
Our Defining Attributes
FORWARD-LOOKING
NIMBLE
We take advantage of the benefits and minimize the risks
associated with the digital transition in the industries in
which we invest.
We structure our team to allow us to move quickly when
opportunities arise, and we can be creative in our deal
structures.
FINANCIALLY SOPHISTICATED
LONG-TERM FOCUSED
We have experience in mergers, divestitures, investing,
capital deployment, credit analysis and setting capital
structures.
We take a long-term, strategic view in our various
operating businesses and are less concerned with
short-term bouts of volatility.
We think like owners and are focused on long-term gains rather than short-term results. The compensation structure of
our management team is closely tied to the long-term performance of our stock. Our executive leadership team has a
significant portion of its respective net worth tied to Liberty Media.
STOCKHOLDER CENTRIC
2 / 2022 PROXY STATEMENT
PROXY SUMMARY
VOTING ROADMAP
Proposal 1: Election of Directors Proposal (see page 15)
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
The board of directors recommends that you vote FOR each director nominee. These individuals
bring a range of relevant experiences and overall diversity of perspectives that is essential to good
governance and leadership of our company. See pages 15-24 for further information.
OUR DIRECTOR NOMINEES
JOHN C. MALONE
Director Since: 2010
Chairman of the Board
Committee(s): Executive
Mr. Malone, as President of Tele-Communications, Inc. (TCI), co-founded Liberty Media’s predecessor 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
Director Since: 2011
Independent Director
Committee(s): Executive
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, Inc. (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
Director Since: 2011
Independent Director
Committee(s): Compensation (Chair), Nominating and Corporate Governance
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 our 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.
CURRENT BOARD OF DIRECTORS AT A GLANCE
INDEPENDENCE
GENDER/DEMOGRAPHIC DIVERSITY
67%
33%
LIBE RTY M EDIA CORP ORATI ON / 3
PROXY SUMM ARY
BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
Effective Independent Oversight
Strong Governance Practices
• Majority of our directors are independent
• Succession planning
• Separate Chairman of the Board and Chief Executive
• Stockholder access to the director nomination process
Officer
• Executive sessions of independent directors held
without the participation of management
• Independent directors chair the audit, compensation
• Corporate Governance Guidelines, Code of Business
Conduct and Ethics and various policies (including
Enterprise Risk Management Policy and Human
Rights Policy) which are published online
and nominating and corporate governance committees
• Directors have unabridged access to senior
• Ability to engage with independent consultants or
advisors
• No compensation committee interlocks or
compensation committee engagement in related party
transactions in 2021
management and other company employees
• Anonymous “whistleblowing” channels for any
concerns
• Well-established risk oversight process
• Leverages collaborative approach to enhancing ESG
• Exchange agreement with our Chairman
practices
• We believe it is in the best interests of our company
and stockholders not to have a single stockholder
with control over greater than 50% of our aggregate
voting power. See “Certain Relationships and
Related Party Transactions—Exchange Agreement
with John C. Malone”
Proposal 2: Auditors Ratification Proposal (see page 36)
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
The board of directors recommends that you vote FOR this proposal because KPMG LLP is an
independent firm with few ancillary services and reasonable fees, and has significant industry and
financial reporting expertise. See pages 36-37 for further information.
Proposal 3: Incentive Plan Proposal (see page 39)
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
The board of directors recommends that you vote FOR this proposal because we believe our future
success depends on our ability to attract, motivate and retain high quality officers, employees,
independent contractors and directors, and having the ability to provide incentive-based
compensation awards is critical to that success. Our compensation philosophy seeks to align the
interests of our officers, employees, independent contractors and directors with those of our
stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term
stockholder value. See pages 39-44 for further information.
4 / 2022 PROXY STATEMENT
ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS
At Liberty Media, we believe that we can have the largest impact, and unlock the greatest value, through a collaborative
approach to Environmental, Social and Governance (ESG) issues. This approach reflects an ESG partnership across our
company, Qurate Retail, Liberty TripAdvisor Holdings, Inc. (Liberty TripAdvisor) and Liberty Broadband Corporation
(Liberty Broadband), as well as with the portfolio of assets within each of these public companies.
PROXY S UMMA RY
In 2021, Liberty Media Corporation enhanced its reporting on key ESG matters, including publishing disclosure aligned
with the standards of the Sustainability Accounting Standards Board (SASB). This SASB-aligned disclosure and additional
reporting on our ESG efforts are available on our Investor Relations website. In addition, individual companies within our
company’s portfolio of assets provide additional reporting on ESG matters that are most relevant to their respective
businesses.
This approach to ESG is underpinned by four core values:
EMPOWER AND
VALUE OUR
PEOPLE
CONTINUOUS
PURSUIT OF
EXCELLENCE
CREATE
OPTIONALITY AND
BE NIMBLE
ACT
LIKE
OWNERS
LIBE RTY M EDIA CORP ORATI ON / 5
PROXY SUMM ARY
By applying this mindset to ESG, we leverage best practices, share resources, develop priorities and pursue sustainable
long-term value creation at the Liberty level and across our portfolio of companies:
Oversight and
Support
• Top-down ESG oversight across our portfolio of companies
• Board-level engagement on material ESG issues
• Corporate Responsibility Committee, comprised of nearly 20 leaders from across our
company’s departments, handles development and implementation of ESG strategy
• Active investor engagement to understand expectations
• Ongoing monitoring of industries’ ESG best practices
See “Corporate Governance—Board Role in Risk Oversight”
Scale and
Synergies
• ESG risk management and opportunity capture
• Annual ESG summits for idea generation and best practice sharing
• Disclosure practices conveyed proactively, portfolio-wide
• ESG policy library as a resource for all companies
• Access to green energy investments and other opportunities
6 / 2022 PROXY STATEMENT
Our ESG Pillars:
PROXY SUMMARY
ENVIRONMENTAL STEWARDSHIP
COMMUNITY COMMITMENT
We recognize climate change and adverse impacts on
the natural world are among the most pressing
challenges facing humanity today. Environmental
sustainability has implications for markets, and our
investors. Moreover, how we manage our environmental
impact matters to our employees, our customers, our
business partners, and our other stakeholders.
We are privileged to operate in many communities, and
we take seriously our role as a leader and partner within,
and contributor to, these communities.
Through the products and services we provide, our
charitable giving and volunteerism, and our broader
community relations, we strive to connect with and serve
our local communities, for the benefit of our employees,
businesses, customers, and neighbors.
TALENT &
CULTURE
ETHICS & INTEGRITY
We believe that the ability to engage a dynamic and
thoughtful workforce is key to creating value. We
nurture a company culture of diversity, equity, and
inclusion where everyone can unlock their full potential,
both at our company and across our portfolio of
businesses. Additionally, our focus on recruitment,
development and succession planning, and fair labor
practices are key focal points of our human capital
strategy.
Our board of directors and leadership team lead with
principle and integrity and expect each of our companies
to do the same. This means aligning their business
strategies with the long-term interests of all their
stakeholders, including customers, employees,
regulators, and the general public.
LIBE RTY M EDIA CORP ORATI ON / 7
PROXY SUMM ARY
EXECUTIVE COMPENSATION HIGHLIGHTS
Compensation Philosophy
Our compensation 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.
We pay for performance
73%
CEO
73% of CEO’s 2021
compensation was
performance-based
OTHER
NEOS
57%
57% of other named
executive officers’ (except
Mr. Malone) 2021
compensation was
performance-based
WHAT WE DO
WHAT WE DO NOT DO
• A significant portion of compensation is at-risk and
• Our compensation practices do not encourage
performance-based.
excessive risk taking.
• Performance targets for our executives support the
• We do not provide tax gross-up payments in
long-term growth of the company.
connection with taxable income from perquisites.
• We have clawback provisions for equity-based
• We do not engage in liberal share recycling.
incentive compensation.
• We have stock ownership guidelines for our executive
officers.
• We review our executives’ base salaries on an annual
basis.
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 2022
Annual Meeting of Stockholders to be held at 8:00 a.m., Mountain time, on June 14, 2022, or at any adjournment or
postponement of the annual meeting. 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/LMC2022. 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
8 / 2022 PROXY STATEMENT
PROXY SUMMARY
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.
LIBE RTY M EDIA CORP ORATI ON / 9
THE ANNUAL ME ET IN G
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 May 2, 2022. 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 June 14, 2022. 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/LMC2022. 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 June 14, 2022.
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 John C. Malone, Robert R. Bennett and M. Ian G. Gilchrist to continue
serving as Class III members of our board until the 2025 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, 2022; and
• the incentive plan proposal, to adopt the Liberty Media Corporation 2022 Omnibus Incentive Plan.
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.
1 0 / 2022 PROXY STATEMENT
THE ANNUAL ME ET IN G
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 incentive plan proposal.
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 constitutes presence in person for purposes of a 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 April 18, 2022 (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 incentive plan 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 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.
SHARES OUTSTANDING
As of the record date, 98,994,812 shares of LSXMA, 9,802,232 shares of LSXMB, 10,313,703 shares of BATRA,
981,494 shares of BATRB, 23,973,053 shares of FWONA and 2,445,666 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, 973 and 55 record holders of LSXMA and LSXMB, respectively, 2,700 and 34 record
holders of BATRA and BATRB, respectively, and 669 and 52 record holders of FWONA and FWONB, respectively (which
LIBE RTY M EDI A C OR POR AT IO N / 11
THE ANNUAL ME ET IN G
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/LMC2022. 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 June 14,
2022.
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. 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 incentive plan 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 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 incentive plan 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.
1 2 / 2022 PROXY STATEMENT
THE ANNUAL ME ET IN G
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 June 13, 2022 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.
STOCKHOLDER PROPOSALS
This proxy statement relates to our annual meeting of stockholders for the calendar year 2022 which will take place on
June 14, 2022. Based solely on the date of our 2022 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 January 2, 2023 in order to be eligible for inclusion in
our proxy materials for the annual meeting of stockholders for the calendar year 2023 (the 2023 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 March 16, 2023 and not later than
April 17, 2023 to be considered for presentation at the 2023 annual meeting. We currently anticipate that the 2023 annual
meeting will be held during the second quarter of 2023. If the 2023 annual meeting takes place more than 30 days
before or 30 days after June 14, 2023 (the anniversary of the 2022 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 2023 annual meeting is communicated to stockholders or public disclosure
of the date of the 2023 annual meeting is made, whichever occurs first, in order to be considered for presentation at the
2023 annual meeting. In addition, to comply with the universal proxy rules (once effective), stockholders who intend to solicit
proxies in support of director nominees other than Liberty Media nominees must provide notice that sets forth the
information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the Exchange Act), no
later than April 17, 2023.
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.
LIBE RTY M EDI A C OR POR AT IO N / 13
THE ANNUAL ME ET IN G
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 our Annual Report on Form 10-K for the year
ended December 31, 2021 (the 2021 Form 10-K), which was filed on February 25, 2022 with the Securities and
Exchange Commission (SEC), 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 2021 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).
1 4 / 2022 PROXY STATEMENT
P ROP OSA L 1 – THE ELECTIO N OF DIRE CTOR S P ROP OS AL
Proposal 1 – The Election of Directors
Proposal
BOARD OF DIRECTORS OVERVIEW
What am I being
asked to vote on
and how should I
vote?
We are asking our stockholders to elect John C. Malone, Robert R.
Bennett and M. Ian G. Gilchrist to continue serving as Class III members
of our board until the 2025 annual meeting of stockholders or their
earlier resignation or removal.
Our board of directors currently consists of nine directors, divided among
three classes. Our Class III directors, whose term will expire at the 2022
annual meeting, are John C. Malone, Robert R. Bennett and M. Ian G.
Gilchrist. These directors are nominated for election to our board to continue
serving as Class III directors, and we have been informed that Messrs.
Malone, Bennett and Gilchrist are each willing to continue serving as a
director of our company. The term of the Class III directors who are elected at the annual meeting will expire at the annual
meeting of our stockholders in the year 2025. Our Class I directors, whose term will expire at the annual meeting of
stockholders in the year 2023, are Derek Chang, Evan D. Malone and Larry E. Romrell. Our Class II directors, whose term
will expire at the annual meeting of stockholders in the year 2024, are Brian M. Deevy, Gregory B. Maffei and Andrea L.
Wong.
If any nominee should decline election or should become unable to serve as a director of our company for any reason
before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if
any, designated by the board of directors.
The following lists the three nominees for election as directors at the annual meeting and the six directors of our company
whose term of office will continue after the annual meeting, and includes as to each person how long such person has
been a director of our company, such person’s professional background, other public company directorships and other
factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a
member of our board of directors. For additional information on our board’s evaluation of director candidates or incumbent
directors seeking re-election, see “Corporate Governance—Board Criteria and Director Candidates.” 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.”
The members of our nominating and corporate governance committee have determined that Messrs. Malone, Bennett
and Gilchrist, 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.
VOTE AND RECOMMENDATION
A plurality of the combined voting power of the outstanding shares of our common stock present in person or represented
by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting, voting together as
a single class, is required to elect each of Messrs. Malone, Bennett and Gilchrist as a Class III member of our board of
directors.
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
The Board of Directors recommends that you vote FOR each director nominee. These individuals
bring a range of relevant experiences and overall diversity of perspectives that is essential to good
governance and leadership of our company.
LIBE RTY M EDI A C OR POR AT IO N / 15
PRO POSAL 1 – T H E E LE C T IO N OF DIRE C TOR S P ROP O SA L
OUR BOARD AT A GLANCE
Name and Principal Occupation
Director
Since
Executive Compensation
Nominating &
Corporate
Governance
Audit
Non-Liberty
Board Directorships(1)
Committee Memberships
Class III directors who will stand for election this year
JOHN C. MALONE
(BOARD CHAIRMAN)
ROBERT R. BENNETT
M. IAN G. GILCHRIST
M
M
2010(2)
2011
2011
Class I directors who will stand for election in 2023
DEREK CHANG
EVAN D. MALONE
LARRY E. ROMRELL
2021
2011
2011
Class II directors who will stand for election in 2024
BRIAN M. DEEVY
2015
GREGORY B. MAFFEI
2007(2)
M
M
C
C
M
M
M
C
ANDREA L. WONG
2011
M
M
2
2
—
—
—
1
—
1
2
(1) Does not include service on special purpose acquisition companies that have not yet completed an initial business combination or
service on the board of directors of Qurate Retail, Inc., Liberty Broadband Corporation, Liberty TripAdvisor Holdings, Inc., Liberty
Media Acquisition Corporation, Sirius XM Holdings Inc., Tripadvisor, Inc., Charter Communications, Inc. or Live Nation Entertainment,
Inc. See “Corporate Governance—Board Criteria and Director Candidates—Outside Commitments.”
(2) Messrs. Malone and Maffei served as directors of a predecessor corporation prior to the September 2011 split-off of our company’s
predecessor from Liberty Interactive Corporation.
C = Chairperson
M = Member
= Independent
INDEPENDENCE
67%
AGE
3
3
65.2 AVERAGE
2
1
50s
60s
70s
80s
GENDER/DEMOGRAPHIC DIVERSITY
33%
1 6 / 2022 PROXY STATEMENT
P ROP OSA L 1 – THE ELECTIO N OF DIRE CTOR S P ROP OS AL
2021 BOARD AND COMMITTEE MEETINGS
17
Board and Committee
Meetings in 2021
99%
Attendance at 2021 Board
and Committee Meetings
DIRECTOR SKILLS AND EXPERIENCE
ENTERTAINMENT, MEDIA &
SPORT
TELECOMMUNICATIONS
OPERATIONS AND
MANAGEMENT
100%
67%
67%
STRATEGIC OVERSIGHT
SUSTAINABILITY
RISK MANAGEMENT
100%
100%
89%
ACCOUNTING & FINANCE
EXECUTIVE LEADERSHIP
PUBLIC BOARD EXPERIENCE
78%
89%
100%
LIBE RTY M EDI A C OR POR AT IO N / 17
PRO POSAL 1 – T H E E LE C T IO N OF DIRE C TOR S P ROP O SA L
NOMINEES FOR ELECTION AS DIRECTORS
John C. Malone
Chairman of the Board
Director Since: December 2010; Chairman since August 2011
Age: 81
Committees: Executive
Mr. Malone, as President of TCI, co-founded our company’s predecessor 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.
Professional Background:
Public Company Directorships:
• Chairman of the Board of our company since August 2011
• Qurate Retail (1994 – present, Chairman of the Board,
and director since December 2010
1994 – March 2018)
• Chairman of the Board of Qurate Retail from its inception
in 1994 until March 2018 and served as Qurate Retail’s
Chief Executive Officer from August 2005 to February 2006
• Chairman of the Board of TCI from November 1996 until
March 1999, when it was acquired by AT&T Corp., and
Chief Executive Officer of TCI from January 1994 to
March 1997
• Liberty Broadband (Chairman of the Board,
November 2014 – present)
Non-Liberty Public Company Directorships:
• Warner Bros. Discovery, Inc. (Warner Bros. Discovery)
(April 2022 – present)
• Liberty Global plc (LGP) (Chairman of the Board,
June 2013 – present)
Former Public Company Directorships:
• GCI Liberty, Inc. (GCI Liberty) (Chairman of the Board,
March 2018 – December 2020)
• Liberty Expedia Holdings, Inc. (Chairman of the Board,
November 2016 – July 2019)
• Liberty Latin America Ltd.
(December 2017 – December 2019)
• Discovery, Inc. (Discovery) (formerly Discovery
Communications, Inc. (Discovery Communications))
(Warner Bros. Discovery’s predecessor)
(September 2008 – April 2022)
• Discovery Holding Company (DHC) (predecessor of
Discovery Communications)
(March 2005 – September 2008; Chairman of the Board,
May 2005 – September 2008)
• Liberty Global, Inc. (LGI) (LGP’s predecessor) (Chairman
of the Board, June 2005 – June 2013)
• Liberty Media International, Inc. (LMI) (LGI’s predecessor)
(March 2004 – June 2005)
• UnitedGlobalCom, Inc. (January 2022 – June 2005)
• Lions Gate Entertainment Corp.
(March 2015 – September 2018)
• Charter Communications, Inc. (Charter)
(May 2013 – July 2018)
• Expedia, Inc. (December 2012 – December 2017;
August 2005 – November 2012)
• Liberty TripAdvisor (August 2014 – June 2015)
• Sirius XM (April 2009 – May 2013)
• Ascent Capital Group, Inc. (Ascent)
(January 2010 – September 2012)
• Live Nation Entertainment, Inc. (Live Nation)
(January 2010 – February 2011)
• DIRECTV (including predecessors) (Chairman of the
Board, February 2008 – June 2010)
• IAC/InterActiveCorp (May 2006 – June 2010)
1 8 / 2022 PROXY STATEMENT
P ROP OSA L 1 – THE ELECTIO N OF DIRE CTOR S P ROP OS AL
Robert R. Bennett
Director Since: September 2011
Age: 64
Committees: Executive
Independent Director
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.
Professional Background:
Public Company Directorships:
• Managing Director of Hilltop Investments LLC, a private
investment company
• Chief Executive Officer of Qurate Retail from April 1997 to
August 2005 and its President from April 1997 to
February 2006; held various executive positions with
Qurate Retail from 1994 to 1997
Non-Liberty Public Company Directorships:
• Warner Bros. Discovery (April 2022 – present)
• HP, Inc. (July 2013 – present)
Former Public Company Directorships:
• Discovery (September 2008 – April 2022)
• Qurate Retail (September 1994 – December 2011)
• DHC (May 2005 – September 2008)
• Demand Media, Inc. (January 2011 – February 2014)
• Sprint Corporation (October 2006 – November 2016)
M. Ian G. Gilchrist
Director Since: September 2011
Age: 72
Committees: Compensation (Chair); Nominating and
Corporate Governance
Independent Director
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.
Professional Background:
Public Company Directorships:
• Director and President of Trine Acquisition Corp. from
March 2019 to December 2020
• 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 worked in the venture capital field and as an
investment analyst
• Qurate Retail (July 2009 – present)
Non-Liberty Public Company Directorships:
• None
Former Public Company Directorships:
• Trine Acquisition Corp. (March 2019 – December 2020)
LIBE RTY M EDI A C OR POR AT IO N / 19
PRO POSAL 1 – T H E E LE C T IO N OF DIRE C TOR S P ROP O SA L
DIRECTORS WHOSE TERM EXPIRES IN 2023
Derek Chang
Director Since: March 2021
Age: 54
Committees: Audit; Nominating and Corporate Governance
(Chair)
Independent Director
Mr. Chang brings to our board extensive knowledge of media, entertainment and sports industries across all global markets with
particular focus on the US and Asia Pacific. He brings considerable operating and financial expertise from his leadership roles
and operational experience from his policy making positions at NBA China, DIRECTV, Scripps Networks Interactive, Inc. (Scripps)
and Charter.
Public Company Directorships: None
Former Public Company Directorships:
• Isos Acquisition Corp. (March 2021 – December 2021)
• Vobile Group Limited (July 2020 – June 2021)
• STARZ (January 2013 – June 2013)
Professional Background:
• Chief Executive Officer of Friend MTS from May 2021 to
December 2021
• Board member of Professional Fighters League since
June 2021
• Chief Executive Officer of NBA China from June 2018 to
May 2020
• Head of International Lifestyle Channels from July 2016 to
April 2018 and as a Managing Director of Asia Pacific
operations from April 2013 to July 2016 for Scripps
• Executive Vice President of Content Strategy and
Development of DIRECTV (and its predecessor, The
DirecTV Group, Inc.) from March 2006 to January 2013
• Executive Vice President—Finance and Strategy of
Charter from December 2003 to April 2005 and as its
interim Co-Chief Financial Officer from August 2004 to
April 2005
• Executive Vice President—Development of the Yankees
Entertainment and Sports Network from its inception in
2001 to January 2003
2 0 / 2022 PROXY STATEMENT
P ROP OSA L 1 – THE ELECTIO N OF DIRE CTOR S P ROP OS AL
Evan D. Malone
Director Since: September 2011
Age: 51
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.
Professional Background:
Public Company Directorships:
• Qurate Retail (August 2008 – present)
• Sirius XM (May 2013 – present)
Non-Liberty Public Company Directorships:
• None
Former Public Company Directorships:
• None
• President of NextFab Studio, LLC (provides manufacturing-
related technical training, product development, and
business acceleration services) since June 2009
• Owner and manager of 1525 South Street LLC (real estate
property and management company) since January 2008
• Co-owner and director of Drive Passion PC Services, CC
(Internet café, telecommunications and document services
company) in South Africa since 2007
• 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
• Founding member of Jet Wine Bar (a wine bar) and
Rex 1516 (a restaurant) both in Philadelphia
• Director and president of the NextFab Foundation
(IRS 501(c)(3) private operating foundation, which provides
manufacturing-related technology and education to
communities affected by economic or humanitarian
distress) since November 2016
Larry E. Romrell
Director Since: September 2011
Age: 82
Committees: Audit; Compensation
Independent Director
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.
Professional Background:
Public Company Directorships:
• Held numerous executive positions with TCI from 1991 to
• Qurate Retail (March 1999 – September 2011;
1999
• Previously held various executive positions with Westmarc
Communications, Inc.
December 2011 – present)
• Liberty TripAdvisor (August 2014 – present)
Non-Liberty Public Company Directorships:
• LGP (July 2013 – present)
Former Public Company Directorships:
• LGI (June 2005 – June 2013)
• LMI (May 2004 – June 2005)
LIBE RTY M EDI A C OR POR AT IO N / 21
PRO POSAL 1 – T H E E LE C T IO N OF DIRE C TOR S P ROP O SA L
DIRECTORS WHOSE TERM EXPIRES IN 2024
Brian M. Deevy
Director Since: June 2015
Age: 67
Committees: Audit (Chair)
Independent Director
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.
Public Company Directorships:
Non-Liberty Public Company Directorships:
• Trine II Acquisition Corp.(November 2021 – present)
Former Public Company Directorships:
• Ascent (November 2013 – May 2016)
• Ticketmaster Entertainment, Inc.
(August 2008 – January 2010)
Professional Background:
• Head of Royal Bank of Canada (RBC) Capital Markets’
Communications, Media & Entertainment Group (CME
Group) until June 2015
• Responsible for strategic development of the CME Group’s
business (including mergers & acquisitions, private equity
and debt capital formation and financial advisory
engagements)
• Chairman and Chief Executive Officer of Daniels &
Associates (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, was with Continental Illinois National Bank
• Director of the Daniels Fund (2003 – present)
• Director of the U.S. Olympic and Paralympic Foundation
(2016 – present)
2 2 / 2022 PROXY STATEMENT
P ROP OSA L 1 – THE ELECTIO N OF DIRE CTOR S P ROP OS AL
Gregory B. Maffei
President and Chief Executive Officer
Director Since: May 2007
Age: 61
Committees: Executive
Mr. Maffei brings to our board significant financial and operational experience based on his senior policy making positions at our
company, Qurate Retail, Liberty Media Acquisition Corporation (LMAC), Liberty TripAdvisor and Liberty Broadband, and his previous
executive positions at GCI Liberty, Oracle Corporation (Oracle), 360networks Corporation (360networks) and Microsoft
Corporation (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.
Professional Background:
Public Company Directorships:
• President and Chief Executive Officer of our company
• Sirius XM (March 2009 – present, Chairman of the Board,
since May 2007
April 2013 – present)
• President and Chief Executive Officer of Liberty
• Live Nation (February 2011 – present, Chairman of the
Broadband since June 2014
Board, March 2013 – present)
• President and Chief Executive Officer of LMAC since
• Qurate Retail (November 2005 – present, Chairman of the
November 2020
Board, March 2018 – present)
• President and Chief Executive Officer of Liberty
• Liberty TripAdvisor (July 2013 – present, Chairman of the
TripAdvisor since July 2013
• President and Chief Executive Officer of GCI Liberty from
March 2018 until its combination with Liberty Broadband in
December 2020
• President and Chief Executive Officer of Qurate Retail from
February 2006 to March 2018, having served as its
CEO-Elect from November 2005 through February 2006;
Chairman of the Board of Qurate Retail since March 2018
• Previously President and Chief Financial Officer of Oracle,
Chairman, President and Chief Executive Officer of
360networks, and Chief Financial Officer of Microsoft
Board, June 2015 – present)
• Tripadvisor, Inc. (Chairman of the Board,
February 2013 – present)
• Liberty Broadband (June 2014 – present)
• Charter (May 2013 – present)
• LMAC (November 2020 – present, Chairman of the Board,
April 2021 – present)
Non-Liberty Public Company Directorships:
• Zillow Group, Inc. (Zillow) (February 2015 – present)
Former Public Company Directorships:
• GCI Liberty (March 2018 – December 2020)
• Zillow, Inc. (Zillow’s predecessor)
(May 2005 – February 2015)
• DIRECTV and predecessors (February 2008 – June 2010)
• Electronic Arts, Inc. (June 2003 – July 2013)
• Barnes & Noble, Inc. (September 2011 – April 2014)
• STARZ (Chairman of the Board,
January 2013 – December 2016)
• Pandora Media, Inc. (September 2017 – February 2019)
LIBE RTY M EDI A C OR POR AT IO N / 23
PRO POSAL 1 – T H E E LE C T IO N OF DIRE C TOR S P ROP O SA L
Andrea L. Wong
Director Since: September 2011
Age: 55
Committees: Compensation; Nominating and Corporate
Governance
Independent Director
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.
Professional Background:
Public Company Directorships:
• President, International Production for Sony Pictures
Television and President, International for Sony Pictures
Entertainment from September 2011 to March 2017
• President and Chief Executive Officer of Lifetime
Entertainment Services from 2007 to April 2010
• Served as an Executive Vice President with ABC, Inc., a
subsidiary of The Walt Disney Company, from 2003 to
2007
• Qurate Retail (April 2010 – present)
Non-Liberty Public Company Directorships:
• Hudson Pacific Properties, Inc. (August 2017 – present)
• Roblox Corporation (August 2020 – present)
• Oaktree Acquisition Corp. II (September 2020 – present)
Former Public Company Directorships:
• Oaktree Acquisition Corp. (July 2019 – January 2021)
• Social Capital Hedosophia Holdings Corp.
(September 2017 – October 2019)
• Hudson’s Bay Company (September 2014 – March 2020)
2 4 / 2022 PROXY STATEMENT
CO RPO RATE GOV E RNAN CE
Corporate Governance
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,
Larry E. Romrell and Andrea L. Wong qualifies as an independent director of our company. Our board of directors also
determined that David E. Rapley, who resigned from our board of directors effective April 4, 2022, also qualified as an
independent director of our company during his service on our board.
BOARD COMPOSITION
As described above under “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 “—Board
Criteria and Director Candidates” below.
BOARD CLASSIFICATION
As described above under “Proposal 1—The Election of Directors Proposal,” our board of directors currently consists of
nine 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.
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.
LIBE RTY M EDI A C OR POR AT IO N / 25
CO R PORATE GOV E RNAN CE
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 “—Board Criteria and Director Candidates”).
Total Number of Directors
9
Board Diversity Matrix (as of April 26, 2022)
Female
Male
Non-Binary
Did Not Disclose
Gender
Part I: Gender Identity
Directors
Part II: Demographic Background
African American or Black
Alaskan Native or American Indian
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
1
—
—
1
—
—
—
—
8
—
—
1
—
—
7
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
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. This is further supported by a
company-level Corporate Responsibility Committee, which has cross-functional representation across all reaches of our
2 6 / 2022 PROXY STATEMENT
CO RPO RATE GOV E RNAN CE
leadership. 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.
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.
FAMILY RELATIONSHIPS; LEGAL PROCEEDINGS
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.
COMMITTEES OF THE BOARD OF DIRECTORS
Our board of directors has four standing committees: audit, compensation, executive and nominating and corporate
governance. The key responsibilities and focus areas of each committee, as well as their current members and information
on number of meetings during 2021 are set forth below. The written charters for the audit, compensation and nominating
and corporate governance committees as adopted by each such committee, as well as our corporate governance guidelines
(which were developed by our nominating and corporate governance committee), can be found on our website at
www.libertymedia.com.
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.
Our board of directors has determined that all of the members of each of the audit, compensation and nominating and
corporate governance committees are independent. See “—Director Independence.”
AUDIT COMMITTEE OVERVIEW
6 meetings in 2021
Chair
Brian M. Deevy
Other Members
Derek Chang*
Larry Romrell
Former Members
M. Ian G. Gilchrist
(prior to April 2021)
*Our board of directors
has determined that
Mr. Chang is an “audit
committee financial expert”
under applicable SEC
rules and regulations
Audit Committee Report,
page 38
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.
LIBE RTY M EDI A C OR POR AT IO N / 27
CO R PORATE GOV E RNAN CE
EXECUTIVE COMMITTEE OVERVIEW
Members
John C. Malone
Gregory B. Maffei
Robert R. Bennett
Our executive committee may exercise all the powers and authority of our board of directors
in the management of our business and affairs (except as specifically prohibited by the
General Corporation Law of the State of Delaware). This includes the power and authority
to authorize the issuance of shares of our capital stock. No meetings of the executive
committee were held in 2021.
COMPENSATION COMMITTEE OVERVIEW
5 meetings in 2021
Key Responsibilities:
Chair
M. Ian G. Gilchrist
Other Members
Larry Romrell
Andrea L. Wong
Former Members
David E. Rapley
(prior to April 2022)
Compensation Committee
Report, page 60
• Review and approve corporate goals and objectives relevant to the compensation of
our Chief Executive Officer and our other executive officers;
• Review and approve 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
• Oversee 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.”
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW
1 meeting in 2021
Key Responsibilities:
Chair
Derek Chang
Other Members
M. Ian G. Gilchrist
Andrea L. Wong
Former Members
David E. Rapley
(prior to April 2022)
Larry E. Romrell
(prior to April 2022)
• 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 AND DIRECTOR CANDIDATES
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
2 8 / 2022 PROXY STATEMENT
CO RPO RATE GOV E RNAN CE
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.
OUTSIDE COMMITMENTS. In recent years, some investors and proxy advisors have instituted “bright-line” proxy voting
policies on the number of outside public company boards that a director may serve on. Our board of directors recognizes
investors’ concerns that highly sought-after directors could lack the time and attention to adequately perform their duties and
responsibilities, and considers each director’s performance and commitment to ensure their continued effectiveness as a
director. 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 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.
Our board also recognizes the uniqueness of the relationships among Liberty Media, Qurate Retail, Liberty Broadband
and Liberty TripAdvisor, including the collaborative approach to addressing ESG, as well as with the portfolio of assets within
each of these public companies. To the extent our directors serve on more than one of the boards of these companies,
we believe that such service is an important aspect of our directors’ (including Messrs. Malone and Maffei) service, as it
capitalizes on various synergies between and among these boards. For this reason, we believe that a better presentation of
these directors’ outside commitments is to consider the number of their “non-Liberty” public company board directorships
(see “Proposal 1—The Election of Directors Proposal—Our Board at a Glance”). Based on this perspective, we have
considered the facts-and-circumstances of the roles of our directors with our company, including the following
considerations:
• from a historical perspective, the significant time and resources each of these directors has regularly dedicated to
our company;
• the nature of their board commitments relating to their respective roles with these companies;
• the synergies between their respective service on these other boards and ours;
• their respective service on “non-Liberty” public company board directorships; and
• the respective directors’ personal skills, expertise and qualifications (including the broad industry knowledge of
each such director).
We believe that the outside service of our directors does not conflict with, and instead enhances, their respective roles
and responsibilities at our company.
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,
LIBE RTY M EDI A C OR POR AT IO N / 29
CO R PORATE GOV E RNAN CE
Colorado 80112. Stockholder recommendations must be made in accordance with our bylaws, as discussed under “The
Annual Meeting—Stockholder Proposals” above, and contain the following information:
• the name and address of the proposing stockholder and the beneficial owner, if any, on whose behalf the nomination
is being made, and documentation indicating the number of shares of our common stock owned beneficially and
of record by such person and the holder or holders of record of those shares, together with a statement that the
proposing stockholder is recommending a candidate for nomination as a director;
• the candidate’s name, age, business and residence addresses, principal occupation or employment, business
experience, educational background and any other information relevant in light of the factors considered by the
nominating and corporate governance committee in making a determination of a candidate’s qualifications, as
described below;
• a statement detailing any relationship, arrangement or understanding between the proposing stockholder and/or
beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing stockholder
is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) of such
proposing stockholder(s) or beneficial owner (each a Proposing Person);
• a statement detailing any relationship, arrangement or understanding that might affect the independence of the
candidate as a member of our board of directors;
• any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election
of such candidate as a director;
• a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any proxy
materials or otherwise solicit proxies in support of the director nominee;
• a representation by each Proposing Person who is a holder of record of our common stock as to whether the
notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares
held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is
entitled to vote at the annual stockholders meeting and intends to appear in person or by proxy at the annual
stockholders meeting at which the person named in such notice is to stand for election;
• a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and
elected;
• a representation as to whether the Proposing Person has received any financial assistance, funding or other
consideration from any other person regarding the nomination (a Stockholder Associated Person) (including the
details of such assistance, funding or consideration); and
• 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. See “—Outside Commitments” above.
3 0 / 2022 PROXY STATEMENT
CO RPO RATE GOV E RNAN CE
BOARD MEETINGS
During 2021, there were 5 meetings of our full board of directors.
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS
Our board of directors encourages all members of the board to attend each annual meeting of our stockholders. Six of
our ten directors then-serving attended our 2021 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 2021, the independent directors of our company, then serving, met at 2 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,
Larry E. Romrell and Andrea L. Wong.
LIBE RTY M EDI A C OR POR AT IO N / 31
DI RECTOR COM PENS AT IO N
Director Compensation
NONEMPLOYEE DIRECTORS
DIRECTOR FEES
Each of our directors who is not an employee of our company is paid an annual fee for 2022 of $237,000 (which, in 2021,
was $232,000) (which we refer to as the director fee), of which $113,000 ($110,500 in 2021) is payable in cash and the
balance is payable in restricted stock units (RSUs) or options to purchase shares of LSXMK, BATRK and FWONK. For
service on our board in 2022 and 2021, each director was permitted to elect to receive $124,000 and $121,500, respectively,
of his or her director fee in RSUs or options, or a combination of both, to purchase shares of LSXMK, BATRK and
FWONK. The awards issued to our board of directors with respect to service on our board in 2022 were issued in
December 2021. See “—Director RSU Grants” and “—Director Option Grants” below for information on the incentive awards
granted in 2021.
Fees for service on our audit committee, compensation committee and nominating and corporate governance committee
are the same for 2022 and 2021, 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 chairperson of each such
committee instead receives an additional annual fee of $40,000, $20,000 and $20,000, respectively, for his or her
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 or her 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 Liberty Media Corporation 2017 Omnibus Incentive Plan, as
amended (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, stock appreciation rights (SARs), restricted shares, RSUs 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. If the 2022
Liberty Media Corporation Omnibus Incentive Plan is approved, it will be the only incentive plan under which awards will
be made, and no additional awards will be made in the 2017 incentive plan.
As described below, in 2013, our company’s board of directors adopted the TSAP (as defined below), 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.
3 2 / 2022 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 2021:
DIR ECTO R CO M PE NS ATI ON
Name
Robert R. Bennett
Derek Chang
Brian M. Deevy
David E. Rapley
Andrea L. Wong
LSXMK BATRK FWONK
1,309
654
654
654
654
207
103
103
103
207
867
434
434
434
—
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. In connection with Mr. Rapley’s retirement in April
2022, the board determined to accelerate the vesting of these RSUs.
Mr. Chang was appointed to our board of directors in March 2021, and, pursuant to our director compensation policy
described above and the 2017 incentive plan, in connection with that appointment was granted the following RSUs that
vested on December 10, 2021.
Name
Derek Chang
DIRECTOR OPTION GRANTS
LSXMK BATRK FWONK
627
103
424
Pursuant to our director compensation policy described above and the 2017 incentive plan, we granted the following stock
option awards in December 2021:
Name
Derek Chang
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 ($)
# of
FWONK
Options
Exercise
Price ($)
2,111
2,111
4,223
4,223
2,111
4,223
2,111
49.69
49.69
49.69
49.69
49.69
49.69
49.69
298
298
596
596
298
596
—
27.89
27.89
27.89
27.89
27.89
27.89
—
1,210
1,210
2,419
2,419
1,210
2,419
2,419
62.05
62.05
62.05
62.05
62.05
62.05
62.05
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. In connection with Mr. Rapley’s retirement in
April 2022, the board determined to accelerate the vesting of these options.
In connection with Mr. Chang’s appointment to our board of directors, and, pursuant to our director compensation policy
described above and the 2017 incentive plan, he was granted the following options that vested on December 10, 2021.
Name
Derek Chang
# of
LSXMK
Options
Exercise
Price ($)
# of
BATRK
Options
Exercise
Price ($)
# of
FWONK
Options
Exercise
Price ($)
2,096
45.34
325
31.24
1,229
45.88
LIBE RTY M EDI A C OR POR AT IO N / 33
DI RECTOR COM PENS AT IO N
The options will remain exercisable until December 10, 2027, or, if earlier, until the first business day following the first
anniversary of the date the grantee ceases to be a director.
STOCK OWNERSHIP GUIDELINES
Our board of directors has adopted stock ownership guidelines that generally 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 have five years from 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 7.0%, 6.75% and 6.5% respectively.
DIRECTOR COMPENSATION TABLE
The following table sets forth information concerning the compensation of our nonemployee directors for 2021.
Name(1)
Robert R. Bennett
Derek Chang
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
($)
Stock
Awards
($)(2)(3)
Option
Awards
($)(2)(3)
Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
120,500(4) 124,615
—
59,961
111,893
113,399
113,801
150,500
62,300
62,139
148,000
110,500
— 124,271
— 124,271
140,500(4)
62,300
62,139
150,500
— 124,271
130,500(4)
38,270
86,080
—
—
—
—
43,162
—
59,113
All Other
Compensation
($)(5)
23,721(6)
—
23,721(6)
23,721(6)
—
23,721(6)
23,721(6)
20,689(6)
Total
($)
328,797
339,093
298,659
295,992
234,771
331,821
298,492
334,653
(1)
John C. Malone and Gregory B. Maffei, each of whom is a director of our company and a named executive officer, received no
compensation for serving as directors of our company during 2021. Derek Chang was appointed as a director of our company on
March 10, 2021. Mr. Rapley resigned from our board, effective April 4, 2022.
(2) As of December 31, 2021, our directors (other than Messrs. Malone and Maffei, whose equity awards are listed in the “Outstanding
Equity Awards at Fiscal Year-End” table below) held the following equity awards with respect to shares of our common stock:
3 4 / 2022 PROXY STATEMENT
DIR ECTO R CO M PE NS ATI ON
Robert R.
Bennett
Derek
Chang
Brian M.
Deevy
M. Ian G.
Gilchrist
Evan D.
Malone
David E.
Rapley
Larry E.
Romrell
Andrea L.
Wong
—
—
—
1,309
207
867
4,207
22,135
32,178
51,195
19,598
51,195
37,083
623
3,021
4,697
6,792
2,798
6,792
3,229
2,439
11,938
17,582
23,190
10,101
23,190
10,967
654
103
434
654
103
434
—
—
—
—
—
—
654
103
434
—
—
—
654
207
—
Options (#)
LSXMK
BATRK
FWONK
RSUs (#)
LSXMK
BATRK
FWONK
(3) The aggregate grant date fair value of the stock option and RSU awards has been computed in accordance with FASB ASC Topic
718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied
in these calculations, see Note 15 to our consolidated financial statements for the year ended December 31, 2021 (which are included
in the 2021 Form 10-K).
(4)
Includes the following amounts earned and deferred under the director deferred compensation plan:
Name
Robert R. Bennett
David E. Rapley
Andrea L. Wong
2021 Deferred
Compensation
($)
2021 Above
Market Earnings
on Accrued Interest
($)
117,430
137,430
128,454
59,961
43,162
59,113
(5) We make available to our directors tickets to various sporting events with no aggregate incremental cost attributable to any single
person.
(6)
Includes the following amounts of health insurance premiums paid by our company for the benefit of the following directors:
Name
Robert R. Bennett
Brian M. Deevy
M. Ian G. Gilchrist
David E. Rapley
Larry E. Romrell
Andrea L. Wong
Amount ($)
23,721
23,721
23,721
23,721
23,721
20,689
LIBE RTY M EDI A C OR POR AT IO N / 35
PRO POSAL 2 – T H E AUDITORS R AT IF I CATION P RO P O S A L
Proposal 2 – The Auditors Ratification
Proposal
What am I being
asked to vote on
and how should I
vote?
We are asking our stockholders to ratify the selection of KPMG LLP as
our independent auditors for the fiscal year ending December 31,
2022.
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, 2022.
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.
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 RECOMMENDS A VOTE FOR THIS PROPOSAL
The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an
independent firm with few ancillary services and reasonable fees, and has significant industry and
financial reporting expertise.
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 2021 and 2020 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
2021(1)
2020(1)
$2,979,000
2,869,000
—
—
2,979,000
2,869,000
895,000
518,900
—
—
$3,874,000
3,387,900
(1) Such fees with respect to 2021 and 2020 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 $5,032,000 in 2021 and $4,329,000 in 2020) 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.
3 6 / 2022 PROXY STATEMENT
PRO PO SAL 2 – THE AU DITOR S RATI FI CATI ON P ROP O SA L
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 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.
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 2021 were approved in accordance with the terms of the policy in
place.
LIBE RTY M EDI A C OR POR AT IO N / 37
AUD IT COM MI TTEE R EPO RT
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 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 the 2021 Form 10-K.
Submitted by the Members of the Audit Committee
Brian M. Deevy
Derek Chang
Larry E. Romrell
3 8 / 2022 PROXY STATEMENT
PRO PO SAL 3 – THE INCE NTI VE PLAN P ROP OS A L
Proposal 3 – The Incentive Plan Proposal
What am I being
asked to vote on
and how should I
vote?
We are asking our stockholders to adopt the Liberty Media Corporation
2022 Omnibus Incentive Plan.
Below is a description of the material provisions of the Liberty Media
Corporation 2022 Omnibus Incentive Plan (the 2022 incentive plan). The
summary that follows is not intended to be complete, and we refer you to the
copy of the 2022 incentive plan set forth as Annex A to this proxy statement
for a complete statement of its terms and provisions.
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 incentive plan proposal.
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
The Board of Directors recommends that you vote FOR this proposal because we believe our future
success depends on our ability to attract, motivate and retain high quality officers, employees,
independent contractors and directors and having the ability to provide incentive-based
compensation awards is critical to that success. Our compensation philosophy seeks to align the
interests of our officers, employees, independent contractors and directors with those of our
stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term
stockholder value.
KEY FEATURES OF THE 2022 INCENTIVE PLAN
Our incentive compensation practices are intended to be competitive and consistent with market practices, and we believe
our historical share usage has been responsible and mindful of stockholder interests. To that end, below are several key
features of the 2022 incentive plan that we believe strike the appropriate balance between these two considerations:
• No Discounted Options or SARs. Stock options and SARs may not be granted with an exercise price below fair
market value.
• Dividend Equivalents. Only an award of RSUs may include dividend equivalents. With respect to a performance-
based award, dividend equivalents may only be paid to the extent the underlying award is actually paid.
• Limited Terms for Options and SARs. The term for stock options and SARs granted under the 2022 incentive
plan is limited to ten years.
• No Transferability. Awards generally may not be transferred, except as permitted by will or the laws of descent
and distribution or pursuant to a domestic relations order, unless otherwise provided for in an award agreement.
• No Tax Gross-Ups. Holders do not receive tax gross-ups under the 2022 incentive plan.
• Award Limitations. In any calendar year, no nonemployee director may be granted awards having a value that
would be in excess of $1 million on the date of grant.
LIBE RTY M EDI A C OR POR AT IO N / 39
PRO POSAL 3 – T H E I NC ENT IVE PL AN P RO P O SA L
LIBERTY MEDIA CORPORATION 2022 OMNIBUS INCENTIVE PLAN
If the 2022 incentive plan is approved, it will be the only incentive plan under which awards will be made, and no additional
awards will be made under the 2017 incentive plan. In addition, only the 20 million shares reserved under the 2022
incentive plan (plus any shares remaining, or that again become, available for awards under the 2017 incentive plan as of
the effective date of the 2022 incentive plan, as described below) will be available for grant. The 2022 incentive plan is
structured as an omnibus plan under which awards may be made to our company’s officers, employees, independent
contractors and nonemployee directors. A summary of certain terms of the 2022 incentive plan is set forth below.
The 2022 incentive plan is administered by the compensation committee of our board of directors, other than awards
granted to nonemployee directors which may be administered by our full board of directors or the compensation committee.
The 2022 incentive plan is designed to provide additional remuneration to eligible officers and employees of our company,
our nonemployee directors and independent contractors and to encourage their investment in our capital stock, thereby
increasing their proprietary interest in our business. The 2022 incentive plan is also intended to (1) attract persons of
exceptional ability to become our officers and employees, and (2) induce nonemployee directors and independent contractors
to provide services to us. Such persons will be eligible to participate in and may be granted awards under the 2022
incentive plan. The number of individuals who will receive awards under the 2022 incentive plan will vary from year to year
and will depend on various factors, such as the number of promotions and our hiring needs during the year, and whether
employees, nonemployee directors or independent contractors of our subsidiaries are granted awards. Although we cannot
predict the number of future award recipients, we estimate that there will be approximately 7 nonemployee directors of
our company and approximately 140 employees of our company and our subsidiaries who will be eligible to receive awards
under the 2022 incentive plan. We do not currently anticipate granting any awards under the 2022 incentive plan to
independent contractors of our company. For the avoidance of doubt, employees and nonemployee directors of any of our
affiliates may not participate in the 2022 incentive plan based solely upon their status at any such affiliate and instead,
are required to provide services to our company or our company’s subsidiaries in order to be eligible.
Under the 2022 incentive plan, the compensation committee may grant non-qualified stock options, SARs, restricted
shares, RSUs, cash awards, performance awards or any combination of the foregoing (as used in this description of the
2022 incentive plan, collectively, awards). The maximum number of shares of our common stock with respect to which
awards may be granted under the 2022 incentive plan is 20 million shares plus any shares remaining, or that again become,
available for awards under the 2017 incentive plan as of the effective date of the 2022 incentive plan, subject to anti-
dilution and other adjustment provisions of the 2022 incentive plan. The maximum number of shares that remain available
under the 2017 incentive plan, as of April 25, 2022, is 28,696,582 shares. 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 $1 million.
Shares of our common stock issuable pursuant to awards made under the 2022 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. Shares of our common stock that are subject to (i) any award
granted under the 2022 incentive plan or the 2017 incentive plan that expires, terminates or is cancelled or annulled for
any reason without having been exercised, (ii) any award of any SARs granted under the 2022 incentive plan or the 2017
incentive plan the terms of which provide for settlement in cash, and (iii) any award of restricted shares or RSUs granted
under the 2022 incentive plan or the 2017 incentive plan that shall be forfeited prior to becoming vested, will once again
be available for issuance under the 2022 incentive plan. Shares of our common stock that are (a) not issued or delivered
as a result of the net settlement of an outstanding option or SAR, (b) used to pay the purchase price or withholding taxes
relating to an outstanding award, or (c) repurchased in the open market with the proceeds of an option purchase price
will not again be made available for issuance under the 2022 incentive plan.
Subject to the provisions of the 2022 incentive plan, the compensation committee is authorized to establish, amend and
rescind such rules and regulations as it deems necessary or advisable for the proper administration of the 2022 incentive
plan and to take such other action in connection with or in relation to the 2022 incentive plan as it deems necessary or
advisable.
Unless otherwise determined by the compensation committee and expressly provided for in an agreement, awards are not
transferrable except as permitted by will or the laws of descent and distribution or pursuant to a domestic relations order.
Stock Options. Non-qualified stock options awarded under the 2022 incentive plan will entitle the holder to purchase a
specified number of shares of a series of our common stock at a specified exercise price subject to the terms and
4 0 / 2022 PROXY STATEMENT
PRO PO SAL 3 – THE INCE NTI VE PLAN P ROP OS A L
conditions of the applicable option grant. The exercise price of an option awarded under the 2022 incentive plan may be
no less than the fair market value of the shares of the applicable series of our common stock as of the day the option is
granted. The term of an option may not exceed ten years; however, if the term of an option expires when trading in our
common stock is prohibited by law or our company’s policy, the option will expire on the 30th day after the expiration of such
prohibition. The compensation committee will determine, and each individual award agreement will provide, (1) the series
and number of shares of our common stock subject to the option, (2) the per share exercise price, (3) whether that price is
payable in cash, by check, by promissory note, in whole shares of any series of our common stock, by the withholding of
shares of our common stock issuable upon exercise of the option, by cashless exercise, or any combination of the foregoing,
(4) other terms and conditions of exercise, (5) restrictions on transfer of the option and (6) other provisions not inconsistent
with the 2022 incentive plan. Dividend equivalents will not be paid with respect to any stock options.
Stock Appreciation Rights. A SAR awarded under the 2022 incentive plan entitles the recipient to receive a payment in
stock or cash equal to the excess of the fair market value (on the day the SAR is exercised) of a share of the applicable
series of our common stock with respect to which the SAR was granted over the base price specified in the grant. A
SAR may be granted to an option holder with respect to all or a portion of the shares of our common stock subject to a
related stock option (a tandem SAR) or granted separately to an eligible person (a free standing SAR). Tandem SARs are
exercisable only at the time and to the extent that the related stock option is exercisable. Upon the exercise or termination
of the related stock option, the related tandem SAR will be automatically cancelled to the extent of the number of shares of
our common stock with respect to which the related stock option was so exercised or terminated. The base price of a
tandem SAR is equal to the exercise price of the related stock option. Free standing SARs are exercisable at the time and
upon the terms and conditions provided in the relevant award agreement. The term of a free standing SAR may not
exceed ten years; however, if the term of a free standing SAR expires when trading in our common stock is prohibited by
law or our company’s policy, the free standing SAR will expire on the 30th day after the expiration of such prohibition. The
base price of a free standing SAR may be no less than the fair market value of a share of the applicable series of our
common stock as of the day the SAR is granted. Dividend equivalents will not be paid with respect to any SARs.
Restricted Shares and RSUs. Restricted shares are shares of our common stock that become vested and may be
transferred upon completion of the restriction period. The compensation committee will determine, and each individual
award agreement will provide, (1) the price, if any, to be paid by the recipient of the restricted shares, (2) whether dividends
or distributions paid with respect to restricted shares will be retained by us during the restriction period (retained
distributions), (3) whether the holder of the restricted shares may be paid a cash amount any time after the shares become
vested, (4) the vesting date or vesting dates (or basis of determining the same) for the award and (5) other terms and
conditions of the award. The holder of an award of restricted shares, as the registered owner of such shares, may vote
the shares.
A RSU is a unit evidencing the right to receive, in specified circumstances, one share of the specified series of our
common stock, or, in the discretion of the company, its cash equivalent, subject to a restriction period or forfeiture conditions.
The compensation committee will be authorized to award RSUs based upon the fair market value of shares of any series
of our common stock under the 2022 incentive plan. The compensation committee will determine, and each individual award
agreement will provide, the terms, conditions, restrictions, vesting requirements and payment rules for awards of RSUs,
including whether the holder will be entitled to dividend equivalent payments with respect to the RSUs. RSUs will be issued
at the beginning of the restriction period and holders will not be entitled to shares of our common stock covered by RSU
awards until such shares are issued to the holder at the end of the restriction period. Awards of RSUs or the common stock
covered thereunder may not be transferred, assigned or encumbered prior to the date on which such shares are issued
or as provided in the relevant award agreement.
Upon the applicable vesting date, all or the applicable portion of restricted shares or RSUs will vest, any retained
distributions or unpaid dividend equivalents with respect to the restricted shares or RSUs will vest to the extent that the
awards related thereto have vested, and any cash amount to be received by the holder with respect to the restricted shares
or RSUs will become payable, all in accordance with the terms of the individual award agreement. The compensation
committee may permit a holder to elect to defer delivery of any restricted shares or RSUs that become vested and any
related cash payments, retained distributions or dividend equivalents, provided that such deferral elections are made in
accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the Code).
Cash Awards.The compensation committee will also be authorized to provide for the grant of cash awards under the
2022 incentive plan. A cash award is a bonus paid in cash subject to the terms, conditions and limitations established by
the compensation committee.
LIBE RTY M EDI A C OR POR AT IO N / 41
PRO POSAL 3 – T H E I NC ENT IVE PL AN P RO P O SA L
Performance Awards. At the discretion of the compensation committee, any of the above-described awards may be
designated as a performance award. Performance awards are contingent upon performance measures applicable to a
particular period, as established by the compensation committee and set forth in individual agreements.
Awards Generally. Awards under the 2022 incentive plan may be granted either individually, in tandem or in combination
with each other. Where applicable, the securities underlying, or relating to, awards granted under the 2022 incentive plan
may be shares of our common stock as provided in the relevant grant. The closing prices of LSXMA, LSXMK, BATRA,
BATRK, FWONA and FWONK shares were $44.49, $44.43, $27.68, $26.45, $63.15 and $69.35, respectively, as of April 21,
2022. The closing price of LSXMB shares was $44.59 on April 18, 2022. The closing price of BATRB shares was $28.61
on March 30, 2022. The closing price of FWONB shares was $65.09 on April 14, 2022. Under certain conditions, including
the occurrence of certain approved transactions, a board change or a control purchase (all as defined in the 2022
incentive plan), options and SARs will become immediately exercisable, and the restrictions on restricted shares and
RSUs will lapse, unless individual agreements state otherwise or the compensation committee determines in connection
with an approved transaction that the vesting and exercisability of awards will not accelerate because action has been taken
to provide for a substantially equivalent substitute award. At the time an award is granted, the compensation committee
will determine, and the relevant agreement will provide for, any vesting or early termination, upon a holder’s termination of
employment or service with our company, of any unvested options, SARs, RSUs or restricted shares and the period
during which any vested options and SARs must be exercised. Generally, if a holder’s employment or service terminates
prior to an option or SAR becoming exercisable or being exercised in full, or during the restriction period with respect to any
restricted shares or RSUs, such options and SARs will become exercisable, and the restrictions on restricted shares and
RSUs will lapse and become vested only to the extent provided in the applicable award agreement; provided, however, that
unless otherwise provided in the relevant agreement, (1) no option or SAR may be exercised after its scheduled expiration
date (however, if the term of an option or SAR expires when trading in our common stock is prohibited by law or our
company’s insider trading policy, then the term of such option or SAR shall expire on the 30th day after the expiration of
such prohibition), (2) if the holder’s service terminates by reason of death or disability (as defined in the 2022 incentive plan),
his or her options or SARs shall remain exercisable for a period of at least one year following such termination (but not
later than the scheduled expiration date) and (3) any termination of the holder’s service for “cause” (as defined in the 2022
incentive plan) will result in the immediate termination of all options and SARs and the forfeiture of all rights to any
restricted shares, RSUs, retained distributions, unpaid dividend equivalents and related cash amounts held by such
terminated holder. If a holder’s employment or service terminates due to death or disability, options and SARs will become
immediately exercisable, and the restrictions on restricted shares and RSUs will lapse and become fully vested, unless
individual agreements state otherwise. The effect on a cash award of the termination of a holder’s employment or service
for any reason, other than for “cause” (as defined in the 2022 incentive plan), will be stated in the individual agreement.
Adjustments.The number and kind of shares of our common stock that may be awarded or otherwise made subject to
awards under the 2022 incentive plan, the number and kind of shares of our common stock covered by outstanding awards
and the purchase or exercise price and any relevant appreciation base with respect to any of the foregoing will be
subject to appropriate adjustment as the compensation committee deems equitable, in its sole discretion, in the event
(1) we subdivide the outstanding shares of any series of our common stock into a greater number of shares of such series
of common stock, (2) we combine the outstanding shares of any series of our common stock into a smaller number of
shares of such series of common stock or (3) there is a stock dividend, extraordinary cash dividend, reclassification,
recapitalization, reorganization, stock redemption, split-up, spin-off, combination, exchange of shares, warrants or rights
offering to purchase any series of our common stock, or any other similar corporate event (including mergers or
consolidations, other than approved transactions (as defined in the 2022 incentive plan) for which other provisions are
made pursuant to the 2022 incentive plan). In addition, in the event of a merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the compensation committee has the discretion to (i) provide, prior to the
transaction, for the acceleration of vesting and exercisability, or lapse of restrictions, with respect to the awards, or in the
case of a cash merger, termination of unexercised awards, or (ii) cancel such awards and deliver cash to holders based
on the fair market value of such awards as determined by the compensation committee, in a manner that is in compliance
with the requirements of Section 409A of the Code. If the purchase price of options or the base price of SARs, as
applicable, is greater than the fair market value of such options or SARs, the options or SARs may be canceled for no
consideration.
Amendment and Termination. The 2022 incentive plan will terminate on the fifth anniversary of the plan’s effective date
(which is May 24, 2022) unless earlier terminated by the compensation committee. The compensation committee may
suspend, discontinue, modify or amend the 2022 incentive plan at any time prior to its termination, except that outstanding
awards may not be amended to reduce the purchase or base price of outstanding options or SARs. However, before an
4 2 / 2022 PROXY STATEMENT
PRO PO SAL 3 – THE INCE NTI VE PLAN P ROP OS A L
amendment may be made that would adversely affect a participant who has already been granted an award, the participant’s
consent must be obtained, unless the change is necessary to comply with Section 409A of the Code.
U.S. FEDERAL INCOME TAX CONSEQUENCES OF AWARDS GRANTED
UNDER THE 2022 INCENTIVE PLAN
The following is a summary of the U.S. federal income tax consequences that generally will arise with respect to awards
granted under the 2022 incentive plan and with respect to the sale of any shares of our common stock acquired under the
2022 incentive plan. This general summary does not purport to be complete, does not describe any state, local or non-U.S.
tax consequences, and does not address issues related to the tax circumstances of any particular recipient of an award
under the 2022 incentive plan.
Non-Qualified Stock Options; SARs. Holders will not recognize taxable income upon the grant of a non-qualified stock
option or a SAR. Upon the exercise of a non-qualified stock option or a SAR, the holder will recognize ordinary income
(subject to withholding, if applicable) in an amount equal to the excess of (1) the fair market value on the date of exercise
of the shares received over (2) the exercise price or base price (if any) he or she paid for the shares. The holder will generally
have a tax basis in any shares of our common stock received pursuant to the exercise of a SAR, or pursuant to the cash
exercise of a non-qualified stock option, that equals the fair market value of such shares on the date of exercise. The
disposition of the shares of our common stock acquired upon exercise of a non-qualified stock option will ordinarily
result in capital gain or loss. We are entitled to a deduction in an amount equal to the income recognized by the holder
upon the exercise of a non-qualified stock option or SAR.
Cash Awards; RSUs; Restricted Shares. A holder will recognize ordinary compensation income upon receipt of cash
pursuant to a cash award or, if earlier, at the time such cash is otherwise made available for the holder to draw upon it, and
we will have a corresponding deduction for federal income tax purposes, subject to certain limits on deductibility discussed
below. A holder will not have taxable income upon the grant of a RSU but rather will generally recognize ordinary
compensation income at the time the award is settled in an amount equal to the fair market value of the shares received,
at which time we will have a corresponding deduction for federal income tax purposes, subject to certain limits on deductibility
discussed below.
Generally, a holder will not recognize taxable income upon the grant of restricted shares, and we will not be entitled to any
federal income tax deduction upon the grant of such award. The value of the restricted shares will generally be taxable
to the holder as compensation income in the year or years in which the restrictions on the shares of common stock lapse.
Such value will equal the fair market value of the shares on the date or dates the restrictions terminate. A holder, however,
may elect pursuant to Section 83(b) of the Code to treat the fair market value of the shares subject to the restricted share
award on the date of such grant as compensation income in the year of the grant of the restricted share award. The
holder must make such an election pursuant to Section 83(b) of the Code within 30 days after the date of grant. If such
an election is made and the holder later forfeits the restricted shares to us, the holder will not be allowed to deduct, at a later
date, the amount such holder had earlier included as compensation income. In any case, we will receive a deduction for
federal income tax purposes corresponding in amount to the amount of compensation included in the holder’s income in the
year in which that amount is so included, subject to certain limits on deductibility discussed below.
A holder who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at
the time the holder recognizes income under the rules described above with respect to the cash or the shares of our common
stock received pursuant to awards. Dividends or dividend equivalents that are received by a holder prior to the time that
the restricted shares or RSUs are taxed to the holder under the rules described in the preceding paragraph are taxed as
additional compensation, not as dividend income. The tax basis of a holder in the shares of our common stock received will
equal the amount recognized by the holder as compensation income under the rules described in the preceding paragraph,
and the holder’s holding period in such shares will commence on the date income is so recognized.
Certain Tax Code Limitations on Deductibility. In order for us to deduct the amounts described above, such amounts
must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary
business expenses. The ability to obtain a deduction for awards under the 2022 incentive plan could also be limited by
Section 280G of the Code, which provides that certain excess parachute payments made in connection with a change in
control of an employer are not deductible. The ability to obtain a deduction for amounts paid under the 2022 incentive plan
could also be affected by Section 162(m) of the Code, which limits the deductibility, for U.S. federal income tax purposes,
LIBE RTY M EDI A C OR POR AT IO N / 43
PRO POSAL 3 – T H E I NC ENT IVE PL AN P RO P O SA L
of compensation paid to certain employees to $1 million during any taxable year. 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. The transition rules in effect for binding contracts in effect on November 2, 2017 provide that
performance-based awards will maintain their exemption from the $1 million annual deduction limitation for so long as
such contracts are not materially modified, even though the compensation deduction for such awards would not occur until
after 2017. 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.
Code Section 409A. Section 409A of the Code generally provides that any deferred compensation arrangement must
satisfy specific requirements, both in operation and in form, regarding (1) the timing of payment, (2) the advance election
of deferrals, and (3) restrictions on the acceleration of payment. Failure to comply with Section 409A of the Code may result
in the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% penalty on
the participant on such deferred amounts included in the participant’s income. It is intended that awards under the 2022
incentive plan be structured in a manner that is designed to be exempt from or comply with Section 409A of the Code.
NEW PLAN BENEFITS
Due to the nature of the 2022 incentive plan and the discretionary authority afforded the compensation committee in
connection with the administration thereof, we cannot determine or predict the value, number or type of awards to be granted
pursuant to the 2022 incentive plan.
Prior to the date of this proxy statement, we have not granted any awards under the 2022 incentive plan with respect to
shares of our common stock.
4 4 / 2022 PROXY STATEMENT
EX ECU TI VE O FF ICE RS
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 “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 include, where applicable,
positions with the respective company’s predecessors.
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.
Brian J. Wendling
Principal Financial Officer and Chief Accounting Officer
Age: 49
Current Positions
Prior Positions/Experience
•• Chief Accounting Officer and Principal Financial Officer of
• Chief Accounting Officer and Principal Financial Officer of
our company since January 2020 and July 2019,
respectively
GCI Liberty from January 2020 and July 2019,
respectively – December 2020
• Chief Accounting Officer and Principal Financial Officer of
Qurate Retail and Liberty Broadband since January 2020
and July 2019, respectively, and LMAC since November
2020
• Senior Vice President and Controller of each of our
company, Qurate Retail and Liberty Broadband from
January 2016 – December 2019 and GCI Liberty from
March 2018 – December 2019
• Senior Vice President and Chief Financial Officer of
• Vice President and Controller of Liberty TripAdvisor from
Liberty TripAdvisor since January 2016
August 2014 – December 2015
• Director of comScore, Inc. since March 2021
• Senior Vice President of Liberty Expedia from
March 2016 – July 2019
• Vice President and Controller of our company from
November 2011 – December 2015, Qurate Retail from
November 2011 – December 2015 and Liberty Broadband
from October 2014 – December 2015
• Various positions with Liberty Media and Qurate Retail
since 1999
Albert E. Rosenthaler Chief Corporate Development Officer
Age: 62
Current Positions
Prior Positions/Experience
• Chief Corporate Development Officer of our company
• Chief Corporate Development Officer of GCI Liberty from
since October 2016
March 2018 – December 2020
• Chief Corporate Development Officer of Qurate Retail,
• Chief Corporate Development Officer of Liberty Expedia
Liberty TripAdvisor and Liberty Broadband since
October 2016 and LMAC since November 2020
• Director of Tripadvisor since February 2016
from October 2016 – July 2019
• Chief Tax Officer of our company, Qurate Retail, Liberty
TripAdvisor and Liberty Broadband from January 2016 −
September 2016
• Chief Tax Officer of Liberty Expedia from March 2016 −
September 2016
• Senior Vice President of our company from May 2007 −
December 2015, Qurate Retail from April 2002 −
December 2015, Liberty TripAdvisor from July 2013 −
December 2015, and Liberty Broadband from June 2014 −
December 2015
LIBE RTY M EDI A C OR POR AT IO N / 45
EXECU TIVE OF F ICERS
Renee L. Wilm
Chief Legal Officer and Chief Administrative Officer
Age: 48
Current Positions
Prior Positions/Experience
• Chief Legal Officer and Chief Administrative Officer of our
• Chief Legal Officer of GCI Liberty from September 2019 –
company since September 2019 and January 2021,
respectively
• Chief Legal Officer and Chief Administrative Officer of
Qurate Retail, Liberty TripAdvisor and Liberty Broadband
since September 2019 and January 2021, respectively, and
LMAC since November 2020 and January 2021,
respectively
• Director of LMAC since January 2021
December 2020
• Prior to September 2019, 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; while at Baker Botts, was a
member of the Executive Committee, the East Coast
Corporate Department Chair and Partner-in-Charge of the
New York office
4 6 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
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
Chairman of the
Board
GREGORY B.
MAFFEI
President and Chief
Executive Officer
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
Compensation Philosophy
Our compensation 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.
We pay for performance
73%
CEO
73% of CEO’s 2021
compensation was
performance-based
OTHER
NEOS
57%
57% of other named
executive officers’ (except
Mr. Malone) 2021
compensation was
performance-based
WHAT WE DO
WHAT WE DO NOT DO
• A significant portion of compensation is at-risk and
• Our compensation practices do not encourage
performance-based.
excessive risk taking.
• Performance targets for our executives support the
• We do not provide tax gross-up payments in
long-term growth of the company.
connection with taxable income from perquisites.
• We have clawback provisions for equity-based
• We do not engage in liberal share recycling.
incentive compensation.
• We have stock ownership guidelines for our executive
officers.
• We review our executives’ base salaries on an annual
basis.
LIBE RTY M EDI A C OR POR AT IO N / 47
EXECU TIVE COMP ENSAT IO N
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 and equity awards that are performance-based.
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 2021 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 2021 annual meeting of stockholders. No material changes were
implemented to our executive compensation program as a result of this vote. At our 2018 annual stockholder meeting,
stockholders elected to hold a say-on-pay vote every three years and our board of directors adopted this as the frequency
at which future say-on-pay votes would be held.
SERVICES AGREEMENTS
In connection with prior spin-off or split-off transactions involving our company or Qurate Retail, we entered into services
arrangements with each of Qurate Retail, Liberty Broadband and Liberty TripAdvisor (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, 2021, the weighted average percentage of each such named executive officer’s time that was
allocated to our company was: Mr. Malone—75%; Mr. Wendling—89%; Mr. Rosenthaler—81%; and Ms. Wilm—80%.
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 (as defined below), 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 portion of Mr. Maffei’s annual compensation for 2021
was 41% and Qurate Retail’s allocated portion of Mr. Maffei’s compensation was 17%. For a description of the terms of the
2019 Maffei Employment Agreement, please see “—Executive Compensation Arrangements—Gregory B. Maffei—2019
Maffei Employment Arrangement.” In addition, pursuant to the Qurate Retail Services Agreement, in 2021, Qurate Retail
reimbursed us $10.1 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 2021 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
2021, 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
4 8 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
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 and our November 2014 spin-
off of Liberty Broadband, we entered into a services agreement with Liberty TripAdvisor and Liberty Broadband,
respectively, pursuant to which we provide each of them certain administrative and management services, and each of
them pays us a monthly management fee, the amount of which is subject to a quarterly review. For the year ended
December 31, 2021, Liberty TripAdvisor and Liberty Broadband accrued aggregate management fees of $3.7 million and
$13.7 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 and Liberty
Broadband. Liberty TripAdvisor’s and Liberty Broadband’s allocable portions of Mr. Maffei’s 2021 compensation were
5% and 37%, 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 (as defined below), 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, and are described in more detail below in “—Executive Compensation
Arrangements—Gregory B. Maffei—2019 Employment Agreement.”
The 2021 performance-based bonuses earned by each of the other named executive officers (other than Messrs. Malone
and Maffei) for services provided to Liberty TripAdvisor and Liberty Broadband were paid directly by each respective
Service Company.
SETTING EXECUTIVE COMPENSATION
In making compensation decisions 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;
Pay-Setting
• 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—
2019 Maffei Employment Arrangement” 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
LIBE RTY M EDI A C OR POR AT IO N / 49
EXECU TIVE COMP ENSAT IO N
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 2021 EXECUTIVE COMPENSATION
For 2021, the principal components of compensation for the named executive officers (other than Mr. Malone) were:
• base salary;
• a performance-based bonus, payable in cash;
• time-vested stock options and performance-based restricted stock units;
• perquisites and other limited personal benefits; and
• deferred compensation arrangements.
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 2020, the 2021 base salaries of Messrs. Wendling and Rosenthaler
and Ms. Wilm were increased by 18.5%, 16.2% and 8%, respectively, after a review of the competitive compensation
packages offered to similarly situated executives in the media, telecommunications and entertainment industries, a cost-of-
living adjustment and in the case of Ms. Wilm, consideration of her expanded role as our Chief Administrative Officer. For
2021, Mr. Maffei’s salary remained at $3,000,000, as prescribed by the 2019 Maffei Employment Agreement. Mr. Malone
received no increase under the terms of his employment agreement.
2021 PERFORMANCE-BASED BONUSES
Overview. For 2021, our compensation committee adopted an annual, performance-based bonus program for each of
Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm. The 2021 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, Qurate Retail, Liberty TripAdvisor and Liberty
Broadband (the Corporate Performance Bonus).
5 0 / 2022 PROXY STATEMENT
Individual Performance Bonus
(60% weighting)
• Based on each named executive officers’
personal, department and corporate
related goals
• Named executive officer provided a
self-evaluation of their achievements, and
in the case of Messrs. Wendling and
Rosenthaler and Ms. Wilm, Mr. Maffei also
provided an evaluation
• Compensation committee reviewed goals,
evaluations and achievements before
approving a specific payout for each
named executive officer
ANNUAL
PERFORMANCE
BONUS
EX ECUTIV E COM P ENS AT IO N
Corporate Performance Bonus
(40% weighting)
• 30% based on consolidated financial
results of all subsidiaries and major
investments within our company, Qurate
Retail, Liberty TripAdvisor and Liberty
Broadband
• 10% based on consolidated revenue
results
• 10% based on consolidated Adjusted
OIBDA results
• 10% based on consolidated free cash
flow results
• 10% based on corporate level
achievements such as merger and
acquisition activity, investments, financings,
ESG initiatives, SEC/audit compliance,
litigation management and tax compliance
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 2021, the portion of Mr. Maffei’s aggregate target bonus amount allocated to our company
was 41% or $6,970,000. The portions of Mr. Maffei’s aggregate target bonus amount allocated to each of Qurate Retail,
Liberty Broadband and Liberty TripAdvisor were 17% (or $2,890,000), 37% (or $6,290,000), and 5% (or $850,000),
respectively.
Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm were assigned by our compensation committee in March 2021 a
maximum bonus opportunity under the performance-based bonus program, which would be allocated to and paid to
each named executive officer directly by each of Liberty Media, Qurate Retail, Liberty Broadband and Liberty TripAdvisor
in the same percentage as the allocation for Mr. Maffei’s target bonus opportunity (the Maximum Performance Bonus). The
portion of the Maximum Performance Bonus allocated to Liberty Media under this program was $13,940,000, $493,538,
$902,977 and $903,312 for Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm, respectively (the LMC Maximum
Performance Bonus).
The LMC Maximum Performance Bonus amounts are up to 200% of Mr. Maffei’s target annual bonus allocated to our
company under the 2019 Maffei Employment Agreement, and our company’s allocable portion of up to 200% of base pay
for each of Messrs. Wendling and Rosenthaler and Ms. Wilm. The portion of the Maximum Performance Bonus allocated
to Qurate Retail, Liberty Broadband and Liberty TripAdvisor was $5,780,000, $12,580,000 and $1,700,000, respectively, for
Mr. Maffei, $204,638, $445,388 and $60,188, respectively, for Mr. Wendling, $374,405, $814,882 and $110,119,
respectively, for Mr. Rosenthaler and $374,544, $815,184 and $110,160, respectively, for Ms. Wilm.
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 the corollary programs of the Service
Companies, each participant was entitled to receive from the Service Companies a maximum individual bonus equal to
60% of his or her Maximum Performance Bonus allocable to each such Service Company 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 the Service Company. Our compensation committee believes this construct was
appropriate in light of the services agreements with the 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 consolidated
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corporate performance of our company and the Service Companies. Under the corollary programs of the Service
Companies, each participant was entitled to receive from Qurate Retail, Liberty Broadband and Liberty TripAdvisor a
bonus that is 40% of the Service Company’s allocable portion of the Maximum Performance Bonus, which were subject
to reduction based on a determination of the consolidated corporate performance of our company, Qurate Retail, Liberty
Broadband and Liberty TripAdvisor. In December 2021, our compensation committee and the compensation committees of
the Service Companies, reviewed contemporaneously our respective named executive officers’ individual performance
and consolidated 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 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 2021 were considered:
GREGORY B. MAFFEI
President and Chief Executive Officer
Performance Objectives:
• Provide leadership to management team to drive
strategies, further enhance brand and increase
shareholder value
• Support Formula 1 management and Sirius XM
management in strategic initiatives
• Launch IPO of a special purpose acquisition
company and pursue target for initial business
combination
• Pursue synergistic acquisition and investment
opportunities
• Pursue optimal capital structure for our company and
subsidiaries, including development of additional
capital funding strategies and sufficient liquidity, and
assist with the same at subsidiaries and other
interests as necessary
• Assist with strategy and succession planning at our
company and subsidiaries; support development of
our company’s management team
• Oversee extension of Braves mixed use development
• Continue to develop ESG program for our company
BRIAN J. WENDLING
Chief Accounting Officer and Principal Financial Officer
Performance Objectives:
• Ensure timely and accurate internal and external
• Participate alongside other executives in evaluating
potential acquisition targets and strategic investments
financial reports
• Continue to improve cyber security profile
• Continue development and training of accounting,
reporting and internal audit staff
• Maintain a robust control environment at the
corporate and subsidiary levels
• Actively support accounting, treasury, financial and
compliance teams at Sirius XM, Formula 1 and
Braves
• Assist with financial, accounting and compliance
matters at our subsidiaries
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EX ECUTIV E COM P ENS AT IO N
ALBERT E. ROSENTHALER
Chief Corporate Development Officer
Performance Objectives:
• Lead corporate development efforts, including efforts
• Evaluate strategic partnership opportunities for
Formula 1
involving Formula 1, Sirius XM and our company
• Assist with creation and promotion of a special
• Identify possible acquisition targets; provide analysis
and evaluation of potential transactions
purpose acquisition company; evaluate possible
acquisition targets
• Increase staffing as needed and oversee personal
and departmental growth of corporate development
team
RENEE L. WILM
Chief Legal Officer and Chief Administrative Officer
Performance Objectives:
• Support corporate development in the evaluation of
acquisition targets and strategic investments; provide
legal support for execution of selected opportunities
• Assist with creation of a special purpose acquisition
company; assist with target company evaluation
• Oversee executive recruiting and talent development
at our company and provide support to other
departments in professional development efforts
• Manage executive compensation arrangements,
equity award programs and human resources function
• Support subsidiary legal departments with regard to
litigation, corporate matters and compliance matters
• Support treasury and management in evaluation of
capital structures and liquidity solutions; provide legal
support for execution of selected opportunities
• Continue to develop and refine active government
affairs program
• Support development of ESG initiative
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.
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
$8,364,000
$ 296,123
$ 541,786
$ 541,987
Percentage Payable
87.50%
81.25%
81.25%
87.50%
Aggregate
Dollar Amount
$7,318,500
$ 240,600
$ 440,201
$ 474,239
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, a portion of which is attributable to
consolidated financial measures of the Operating Companies (as defined below) as a group and a portion of which is
attributable to corporate-level achievements. In making this determination, our compensation committee first reviewed
forecasts of 2021 Adjusted OIBDA (as defined below), revenue and free cash flow (financial measures) for Sirius XM,
Braves Holdings, LLC (Braves Holdings), Formula 1, QVC, HSN, Inc., Cornerstone Brands, Inc., Zulily, LLC, GCI Holdings,
LLC, and proportionate shares of Live Nation, Charter and Tripadvisor, Inc. (Tripadvisor) (collectively, the Operating
Companies), all of which forecasts were prepared in December 2021 and are set forth in the table below. Also set forth in
the table below are the corresponding actual financial measures achieved for 2021, which deviated from our forecasts as
indicated below. Although forecasted revenue, Adjusted OIBDA and free cash flow deviated from the actual result, none of
the deviations would have affected the amounts paid under the corporate performance bonus portion of the program.
For purposes of the bonus program, Adjusted OIBDA is defined as operating income (loss) plus depreciation and
amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including
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acquisition, restructuring, integration, and advisory fees), impairments and fire related costs. Sirius XM, Live Nation,
Charter, and Tripadvisor do not report Adjusted OIBDA information. As a result, in order to determine their financial results,
we used the most similar non-GAAP measures reported by each of these companies. We used Adjusted EBITDA as
reported by Sirius XM, Charter, and Tripadvisor and Adjusted Operating Income (AOI) as reported by Live Nation. For a
definition of Adjusted EBITDA as defined by Sirius XM, see Sirius XM’s Annual Report on Form 10-K for the year ended
December 31, 2021, filed on February 1, 2022. For a definition of Adjusted EBITDA as defined by Charter, see Charter’s
Annual Report on Form 10-K for the year ended December 31, 2021, filed on January 28, 2022. For a definition of
Adjusted EBITDA as defined by Tripadvisor, see Tripadvisor’s Annual Report on Form 10-K for the year ended December 31,
2021, filed on February 18, 2022. For a definition of AOI as defined by Live Nation, see Live Nation’s Annual Report on
Form 10-K for the year ended December 31, 2021, filed on February 23, 2022.
Revenue(1)
Adjusted OIBDA(1)
Free Cash Flow(1)(2)
(dollar amounts in millions)
2021 Forecast
2021 Actual
$44,328
$12,286
$ 5,996
$44,526
$12,317
$ 6,304
Actual /
Forecast
0.45%
0.25%
5.14%
(1) Revenue, Adjusted OIBDA and Free Cash Flow amounts represent the consolidated summation of the Operating Companies. All
calculations were performed on a constant currency basis.
(2) Defined for purposes of the bonus program as Adjusted OIBDA less all other operating and investing items on a constant currency
basis.
Based on a review of the above forecasts and consideration of Operating Company performance against plan for these
financial measures by the compensation committees of our company, Qurate Retail, Liberty Broadband and Liberty
TripAdvisor, the compensation committees determined that the financial measures relating to the Operating Companies
were achieved to the extent described below.
Financial Measure
Revenue(1)
Adjusted OIBDA(1)
Free Cash Flow(1)(2)
Percentage Payable
6% of a possible 10%
9% of a possible 10%
8% of a possible 10%
Percentage payable was based on 2021 forecasted financial measures compared to 2021 budgeted financial measures,
with a 7% payout if forecasted financial measures equaled budget financial measures, and a payout range of 0% to 10% if
forecasted financial measures were less than or greater than budgeted financial measures. Our compensation committee
then translated the achievement of these financial measures into a percentage payable (23% of a possible 30%, or 76.67%)
to each participant of his or her LMC Maximum Corporate Bonus related to financial measures, as follows:
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
LMC Maximum
Corporate Bonus
Related to Financial
Measures
$4,182,000
$ 148,061
$ 270,893
$ 270,994
Percentage
Payable
Aggregate
Dollar Amount
76.67% $3,206,200
76.67% $ 113,514
76.67% $ 207,685
76.67% $ 207,762
In December 2021, our compensation committee considered combined corporate-level achievements for our company
and each of the Service Companies in determining that 8.5% of a possible 10% of a portion of the LMC Maximum Corporate
Bonus would be payable to each participant. In making this determination, the compensation committee considered
5 4 / 2022 PROXY STATEMENT
merger and acquisition activity, investments, financings, ESG initiatives, SEC/audit compliance, litigation management and
tax compliance. The achievements and percentage payable translated to the following payment for each participant:
EX ECUTIV E COM P ENS AT IO N
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
LMC Maximum
Corporate Bonus
Related to
Corporate-Level
Achievements
$1,394,000
$
$
$
49,354
90,298
90,331
Percentage
Payable
85%
85%
85%
85%
Aggregate
Dollar Amount
$1,184,900
$
$
$
41,951
76,753
76,782
Aggregate Results. The following table presents information concerning the aggregate 2021 performance-based bonus
amounts payable to each named executive officer by our company (other than Mr. Malone), after giving effect to the
determinations described above.
Name
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Individual
Performance
Bonus
Corporate
Performance
Bonus Related to
Financial Measures
Corporate
Performance Bonus
Related to Corporate-
Level Achievements
Total
Bonus
$7,318,500
$3,206,200
$1,184,900
$11,709,600
$ 240,600
$ 113,514
$ 440,201
$ 207,685
$ 474,239
$ 207,762
$
$
$
41,951
76,753
76,782
$
$
$
396,065
724,639
758,782
Our compensation committee then noted that, when combined with the total 2021 performance-based bonus amounts
paid by the Service Companies to the overlapping named executive officers, Messrs. Maffei, Wendling and Rosenthaler
and Ms. Wilm received $26,730,752, $966,011, $1,767,413 and $1,850,688, respectively. For more information regarding
these bonus awards, please see the “Grants of Plan-Based Awards” table below.
EQUITY INCENTIVE COMPENSATION
The 2017 incentive plan provides, and prior to its expiration, the Liberty Media Corporation 2013 Incentive Plan (Amended
and Restated as of March 31, 2015), as amended (the 2013 incentive plan) provided, for the grant of a variety of
incentive awards, including stock options, restricted shares, RSUs, SARs 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 2019 our compensation committee reviewed our grant practice and determined that it would be appropriate
to request each of Qurate Retail, Liberty Broadband and Liberty TripAdvisor 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 and Liberty TripAdvisor 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, 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 Broadband and Liberty TripAdvisor 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—
Annual Awards” for additional information about the annual awards provided under the 2019 Maffei Employment Agreement.
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EXECU TIVE COMP ENSAT IO N
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 2021 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. In 2021, our
compensation committee granted a combination of time-vested stock options and performance-based RSUs to Mr. Maffei
in satisfaction of our obligations under the 2019 Maffei Employment Agreement for 41% of Mr. Maffei’s aggregate
annual equity award value for 2021, or $7,175,000. In accordance with the agreed upon allocation, $2,975,000 was
granted in FWONK awards, $3,325,000 was granted in LSXMK awards, and $875,000 was granted in BATRK awards.
As a result, our compensation committee granted to Mr. Maffei 256,535 LSXMK time-vested options (the 2021 Maffei
LSXMK options), 65,399 FWONK performance-based RSUs (the 2021 Maffei FWONK RSUs), and 30,552 BATRK
performance-based RSUs (the 2021 Maffei BATRK RSUs). The 2021 Maffei LSXMK options had a grant date of March 10,
2021, a term of seven years, and a base price of $45.34, which was the closing price of LSXMK on the grant date. In
addition, the stock options vested in full on December 31, 2021, and were subject to other applicable terms and conditions
for option grants as set forth in the 2019 Maffei Employment Agreement. The 2021 Maffei FWONK RSUs and 2021
Maffei BATRK RSUs had a grant date of March 10, 2021 and vest only upon attainment of the performance objectives
described below.
Our compensation committee reviewed the financial performance of our company along with the personal performance of
Mr. Maffei. Based on the compensation committee’s assessment of his individual performance against the goals
established in connection with the performance cash bonus program and general observation of his leadership and
executive performance, our compensation committee approved vesting all of the 2021 Maffei FWONK RSUs and 2021
Maffei BATRK RSUs.
For more information regarding the equity awards, see the “Grants of Plan-Based Awards” table below; “Executive
Compensation—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Equity Incentive
Compensation—Maffei Annual Equity Awards” in Qurate Retail’s Definitive Proxy Statement on Schedule 14A with respect
to its 2022 annual meeting of stockholders; “Executive Compensation—Compensation Discussion and Analysis—
Elements of 2021 Executive Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards” in Liberty
TripAdvisor’s Definitive Proxy Statement on Schedule 14A with respect to its 2022 annual meeting of stockholders; and
“Executive Compensation—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Equity
Incentive Compensation—Maffei Annual Equity Awards” in Liberty Broadband’s Definitive Proxy Statement on
Schedule 14A with respect to its 2022 annual meeting of stockholders.
Multiyear Equity Awards. Our compensation committee makes larger stock option grants (equaling approximately three
to four years’ value of the named executive officer’s annual grants) that vest between two and four 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. Messrs. Wendling and Rosenthaler and Ms. Wilm each
received a multiyear stock option award in December 2020 (the 2020 NEO Multiyear Options), which equaled the value
of, for Messrs. Wendling and Rosenthaler, the annual grants that were expected to be granted to each for the period from
January 1, 2021 through December 31, 2023, and for Ms. Wilm, a top up in value over grants already made for the
same period to reflect the increased responsibilities associated with her new role beginning in 2021 of Chief Administrative
Officer. See the “Outstanding Equity Awards at Fiscal-Year End” table below for more information about the 2020 NEO
Multiyear Options.
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 2021. Our compensation committee
5 6 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
granted to Messrs. Wendling and Rosenthaler and Ms. Wilm, 3,041, 5,494 and 5,494 LSXMK performance-based RSUs,
respectively, 1,624, 2,933 and 2,933 BATRK performance-based RSUs, respectively, and 3,237, 5,847 and 5,847 FWONK
performance-based RSUs, respectively, on March 10, 2021 (collectively, the 2021 Chief RSUs). The 2021 Chief RSUs
would vest subject to the satisfaction of the performance objectives described below.
Our compensation committee reviewed the 2021 financial performance of our company along with the 2021 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 2021 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 2021 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.
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; and
• in the case of Mr. Malone, an annual allowance of $1 million for personal expenses provided pursuant to the terms
of his employment agreement (see “—Executive Compensation Arrangements—John C. Malone”).
Taxable income may be incurred by our executives in connection with their receipt of perquisites and personal benefits.
Other than as contemplated by Mr. Malone’s employment agreement, we have not provided gross-up payments to our
executives in connection with any such taxable income incurred during the past three years.
Aircraft Usage. On occasion, and with the appropriate approvals, 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 2021, 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).
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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 U.S. federal income tax purposes for a purely personal flight is limited to the amount included in the
taxable income of the executives who took the flight. Also, the deductibility of any non-business use will be limited by
Section 162(m) of the Code to the extent that the named executive officer’s compensation that is subject to that limitation
exceeds $1 million. See “—Deductibility of Executive Compensation” below.
DEFERRED COMPENSATION
To help accommodate the tax and estate planning objectives of the named executive officers, as well as other executives
with the title of Assistant Vice President and above, our board of directors assumed the previously established Liberty Media
Corporation 2006 Deferred Compensation Plan (as amended and restated). Under that plan, participants could elect to
defer up to 50% of their base salary and up to 100% of their cash performance bonus that were allocable to our company.
Compensation deferred under the plan that otherwise would have been received prior to 2015 would earn interest
income at the rate of 9% per annum, compounded quarterly, for the period of the deferral. Compensation deferred under
the plan that otherwise would have been received on or after January 1, 2015 will earn interest income at a rate that is
intended to approximate our company’s general cost of 10-year debt. For, 2019, 2020, and 2021 the rate was 7.0%,
6.75% and 6.5%, 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.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
In developing the 2021 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
5 8 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
of more than $1 million paid to certain executives, subject to certain exceptions. Following the enactment of the Tax Cuts
and Jobs Act of 2017, beginning with the 2018 calendar year, the executives potentially affected by the limitations of
Section 162(m) of the Code have been expanded and there is no longer any exception for qualified performance-based
compensation. Although some performance-based awards will not result in a compensation deduction after 2017, we believe
the transition rules in effect for binding contracts in effect on November 2, 2017 should continue to allow certain of these
awards to maintain their exemption from the $1 million annual deduction limitation for so long as such 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 AND HEDGING POLICIES
Our board of directors has adopted stock ownership guidelines that generally require our executive officers to own shares
of our company’s stock equal to at least three times the value of the annual performance RSUs granted by our company
to such executive officer, or in the case of Mr. Maffei, three times the value of the annual performance RSUs or annual option
awards, as selected by Mr. Maffei, with the required ownership level automatically adjusted following these annual grants.
Our executive officers generally have five years from the date of their appointment to an executive officer role to comply with
these guidelines. For information regarding our policies with respect to the ability of our officers and directors to hedge or
offset any decrease in the market value of our equity securities, see “Security Ownership of Certain Beneficial Owners and
Management—Hedging Disclosure.”
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of our compensation committee during 2021 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.
LIBE RTY M EDI A C OR POR AT IO N / 59
EXECU TIVE COMP ENSAT IO N
COMPENSATION COMMITTEE REPORT
The compensation committee has reviewed and discussed with our management the “Compensation Discussion and
Analysis” included under “Executive Compensation” above. 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
Andrea L. Wong
Larry E. Romrell
6 0 / 2022 PROXY STATEMENT
SUMMARY COMPENSATION TABLE
EX ECUTIV E COM P ENS AT IO N
Name and
Principal Position
(as of 12/31/21)
John C. Malone
Chairman of the Board
Gregory B. Maffei
President and Chief
Executive Officer
Brian J. Wendling(14)
Chief Accounting Officer and
Principal Financial Officer
Albert E. Rosenthaler
Chief Corporate
Development Officer
Renee L. Wilm(16)
Chief Legal Officer and
Chief Administrative Officer
Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
Non-Equity
Incentive Plan
Compensation
($)(5)
Salary
($)(1)
Bonus
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
2,925
2,925
2,925
—
—
—
—
—
—
—
—
—
Year
2021
2020
2019
—
—
—
2021 1,230,000
— 3,954,951
3,521,474
11,709,600
2020
871,880
— 8,343,047 24,981,192
11,743,600
2019 1,167,798 2,200,000 3,564,833 27,800,742
8,434,116
2021
535,670
— 337,126
—
2020
2019
401,250
362,842
— 388,327
961,684
— 381,415
396,065
520,935
462,015
724,639
—
—
2021
891,966
— 608,985
2020
2019
2021
2020
2019
767,612
724,688
881,280
877,200
242,308
— 771,116
1,737,245
1,161,971
— 660,864
— 608,985
—
—
1,267,761
758,782
— 514,863
467,809
1,024,631
— 146,653
2,155,738
315,975
All Other
Compensation
($)(7)(8)(9)
933,432(10)
902,259(10)
1,240,689(10)
Total
($)
1,117,744
1,099,316
1,449,108
492,617(11)(12)
21,575,769
645,875(11)(12)(13) 47,123,062
497,261(11)(12)(13) 44,045,070
27,332
23,893
32,373(15)
36,078
29,216
27,709
24,568
110,480(17)
53,828(17)
1,439,230
2,392,537
1,286,939
2,261,668
4,467,160
2,681,022
2,273,615
2,994,983
2,914,502
181,387
194,132
205,494
667,127
537,468
380,320
143,037
96,448
48,294
—
—
—
—
—
—
(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, 2021, 2020 and 2019. For a description of the allocation of compensation between our company and Qurate
Retail for 2019 and between our company and each of the Service Companies for 2020 and 2021, see “—Compensation Discussion
and Analysis—Services Agreements” above. 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, but 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. Mr. Maffei received an
aggregate of $360,800 in cash salary during 2020. In consideration for the portion of Mr. Maffei’s 2020 base salary that he offered
to waive and restructure (which totaled $959,200), we granted to Mr. Maffei RSUs, which had a grant date fair value of $511,080
(the 2020 CEO Salary Restructuring RSUs), and this amount is reflected in the Salary column of this Summary Compensation
Table.
(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” above.
(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 restricted shares
granted to our named executive officers during 2021, 2020 and 2019. The table reflects the grant date fair value of the 2021 Maffei
FWONK RSUs, 2021 Maffei BATRK RSUs, 2021 Chief RSUs, the performance-based RSUs granted to Messrs. Wendling and
Rosenthaler and Ms. Wilm in 2020 and 2019, the performance-based RSUs granted to Mr. Maffei in 2019, the time-based RSUs
granted to Mr. Wendling in 2019 and the RSUs and restricted shares granted to Messrs. Maffei, Wendling and Rosenthaler and
Ms. Wilm in 2020 in connection with a rights offering to purchase LSXMK. A maximum payout equal to 1.5 times the target number
of 2021 Maffei FWONK RSUs, 2021 Maffei BATRK RSUs and the RSUs granted to Mr. Maffei in 2019, or $4,462,500, $1,312,500
and $4,425,000, respectively, of grant value was established. 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 15 to our consolidated financial statements for the year
ended December 31, 2021 (which are included in our 2021 Form 10-K).
(4) The grant date fair value of 2021, 2020 and 2019 stock option awards, including the 2021 Maffei LSXMK options, the options
granted to Mr. Maffei in 2020 in satisfaction of our obligations under the 2019 Maffei Employment Agreement, the 2020 Maffei Term
Options (as defined below) and the 2019 Maffei Term Options (as defined below), the multi-year stock option awards granted in
2020 to Messrs. Wendling and Rosenthaler and Ms. Wilm (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 15 to our consolidated financial
statements for the year ended December 31, 2021 (which are included in the 2021 Form 10-K).
LIBE RTY M EDI A C OR POR AT IO N / 61
EXECU TIVE COMP ENSAT IO N
(5) Represents each named executive officer’s annual performance-based bonus.
(6) Reflects the above-market earnings credited during 2021, 2020 and 2019 to the deferred compensation accounts of each applicable
named executive officer. See “—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Deferred
Compensation,” “Executive Compensation—Executive Compensation Arrangements—John C. Malone,” and the “Nonqualified
Deferred Compensation Plans” table below.
(7)
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 agreements:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Amounts ($)
2020
4,635
891
1,351
6,094
1,471
2019
4,635
4,069
1,200
5,869
414
2021
2,781
3,085
1,522
6,094
1,368
(8) 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.
Beginning in 2020, the company’s named executive officers were afforded the opportunity to use a portion of Liberty Media’s
fractional ownership contract with NetJets for personal use, provided that each such named executive officer or director was
responsible for reimbursing Liberty Media for costs associated therewith. This opportunity expired on February 28, 2021. However,
from time to time, with the approval of the Chief Executive Officer, our named executive officers are permitted to use a portion of
our NetJets contract for personal use, provided they reimburse Liberty Media for costs associated therewith.
(9) 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 that vests based upon the participant’s years of service and is 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 under the Liberty Media 401(k) Savings Plan in 2021, 2020 and 2019:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
2021
21,750
11,890
25,810
23,490
23,200
Amounts ($)
2020
21,375
12,540
22,515
23,085
24,510
2019
21,000
23,240
22,680
21,840
—
With respect to these matching contributions, all of our named executive officers are fully vested other than Ms. Wilm who is 66%
vested.
6 2 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
(10) Includes the following amounts which were allocated to our company under the Qurate Retail Services Agreement:
Reimbursement for personal legal, accounting and tax services
Compensation related to personal use of corporate aircraft(a)
Tax payments made on behalf of Mr. Malone
(a) Calculated based on aggregate incremental cost of such usage to our company.
Also includes miscellaneous personal expenses, such as courier charges.
2021
45,000
180,308
680,663
Amounts ($)
2020
45,000
158,628
670,339
2019
45,000
550,242
617,152
(11) Includes the following amounts which were allocated to our company under the 2019 Maffei Employment Agreement for 2021 and
2020 and under the Qurate Retail Services Agreement for 2019:
Compensation related to personal use of corporate aircraft(a)
(a) Calculated based on aggregate incremental cost of such usage to our company.
Amounts ($)
2021
2020
2019
470,836
343,813
456,172
(12) We own an apartment in New York City which is primarily used for business purposes. Mr. Maffei 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.
(13) Includes legal expenses paid on behalf of Mr. Maffei when negotiating the 2019 Maffei Employment Agreement, including $287,240
in 2020.
(14) Mr. Wendling was promoted to the Principal Financial Officer role at our company in July 2019, and the Chief Accounting Officer
role at our company in January 2020.
(15) Includes miscellaneous travel expenses and a gift, with 81% of such gift’s cost being allocable to us pursuant to the Qurate Retail
Services Agreement.
(16) Ms. Wilm assumed the role of Chief Legal Officer of our company effective September 23, 2019, and the role of Chief Administrative
Officer in January 2021.
(17) Includes the following relocation expenses paid on behalf of Ms. Wilm:
2021
n/a
Amounts ($)
2020
84,486
2019
53,414
LIBE RTY M EDI A C OR POR AT IO N / 63
EXECU TIVE COMP ENSAT IO N
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” 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 $23,757 for use of the aircraft during the year ended December 31,
2021. Qurate Retail is allocated, and reimburses us for, portions of the other components of the payments/reimbursements
to Mr. Malone described above.
In December 2008, the Qurate Retail compensation committee determined to modify Mr. Malone’s employment
arrangements to permit Mr. Malone to begin receiving fixed monthly payments in 2009, in advance of a termination event,
in satisfaction of its obligations to him under a 1993 deferred compensation arrangement, a 1982 deferred compensation
arrangement and an installment severance plan, in each case, entered into with him by Qurate Retail’s predecessors (and
which had been assumed by Qurate Retail). At the time of the amendment, the amounts owed to Mr. Malone under
these arrangements aggregated approximately $2.4 million, $20 million and $39 million, respectively. As a result of these
modifications, Mr. Malone receives 240 equal monthly installments, which commenced February 2009, of: (1) approximately
$20,000 under the 1993 deferred compensation arrangement, (2) approximately $237,000 under the 1982 deferred
compensation arrangement and (3) approximately $164,000 under the installment severance plan. Interest ceased to
accrue under the installment severance plan once these payments began; however, interest continues to accrue on the
1993 deferred compensation arrangement at a rate of 8% per annum and on the 1982 deferred compensation arrangement
at a rate of 13% per annum. In 2013, we assumed these payment obligations.
Under the terms of Mr. Malone’s employment agreement, he is entitled to receive upon the termination of his employment
at our election for any reason (other than for death or “cause”), a lump sum equal to his salary for a period of five full years
following termination (calculated on the basis of $3,900 per annum, the lump sum severance 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
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
6 4 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
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 or (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.
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 of the Upfront Awards was granted in December 2019 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 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 Upfront 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 2019 Maffei Term Options).
The second tranche of the Upfront Awards was granted in December 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. The Upfront Awards granted in December 2020 will 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
Mr. Maffei’s continued employment, except as described below. Liberty Media’s portion of the Upfront 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 (the 2020 Maffei Term Options).
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),
LIBE RTY M EDI A C OR POR AT IO N / 65
EXECU TIVE COMP ENSAT IO N
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 2021 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 and Liberty Broadband, 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 and Liberty Broadband 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 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, 2021, 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. If the 2022 incentive plan is approved, it will be
the only incentive plan under which awards will be made, and no additional awards will be made under the 2017 incentive
plan.
6 6 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
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 and the 2017 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 2021 the rate was 6.5%.
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, 2021, pursuant to 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, 2021, which consisted
of employees located in the U.S., Belgium, Canada, the Dominican Republic, Germany, Malaysia, Philippines, Romania,
the United Kingdom and Venezuela, representing all full-time, part-time, seasonal and temporary employees employed by
our company and our consolidated subsidiaries, Sirius XM, Formula 1 and Braves Holdings, on that date. Using
information from our payroll records and Form W-2s (or its equivalent for non-U.S. employees), we then measured each
employee’s gross wages for calendar year 2021, 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 2021. 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 2021, 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.
LIBE RTY M EDI A C OR POR AT IO N / 67
EXECU TIVE COMP ENSAT IO N
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
$21,575,769
$
162,742
133:1
6 8 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
GRANTS OF PLAN-BASED AWARDS
The following table contains information regarding plan-based incentive awards granted during the year ended
December 31, 2021 to the named executive officers (other than Mr. Malone, who did not receive any grants).
Grant
Date
Committee
Action
Date
Estimated Future Payouts
under Non-Equity
Incentive Plan Awards
Estimated Future
Payouts under Equity
Incentive Plan Awards
Threshold
($)(1)
Target
($)(1)
Maximum
($)(1)
Threshold
(#)(2)
Target
(#)(2)
Maximum
(#)(3)
All Other
Stock
Awards:
Number
of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
Exercise
or Base
Price of
Option
Awards
($/Sh)
03/10/2021(4)
03/10/2021
03/10/2021(6)
03/10/2021(6)
03/10/2021(4)
03/10/2021(6)
03/10/2021(6)
03/10/2021(6)
03/10/2021(4)
03/10/2021(6)
03/10/2021(6)
03/10/2021(6)
03/10/2021(4)
03/10/2021(6)
03/10/2021(6)
03/10/2021(6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,970,000 13,940,000
—
—
—
—
—
—
246,769
—
—
—
493,538
—
—
—
451,489
—
—
—
902,977
—
—
—
451,656
—
—
—
903,312
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
30,552
65,399
—
—
45,828
98,099
—
3,041
1,624
3,237
—
5,494
2,933
5,847
—
5,494
2,933
5,847
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
256,535(5)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,521,474
45.34
—
954,444
— 3,000,506
—
—
—
—
—
—
—
—
—
—
—
—
—
137,879
50,734
148,514
—
249,098
91,627
268,260
—
249,098
91,627
268,260
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
(1) Our 2021 performance-based bonus program does not provide for a threshold bonus amount. The amounts in the Target column
represent the target amount that would have been payable to each named executive officer upon satisfaction of the performance
criteria under the 2021 performance-based bonus program. The amounts in the Maximum column represent the maximum amount
that could have been payable to each executive officer. For more information on this performance bonus program, see
“—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—2021 Performance-based Bonuses”
above. For the actual bonuses paid by our company see the amounts included for 2021 in the column entitled Non-Equity Incentive
Plan Compensation in the “Summary Compensation Table” above.
(2) The terms of the 2021 Maffei FWONK RSUs, the 2021 Maffei BATRK RSUs and the 2021 Chief RSUs do not provide for a
threshold amount that would be payable upon satisfaction of the performance criteria established by the compensation committee.
With respect to the 2021 Maffei FWONK RSUs, the 2021 Maffei BATRK RSUs and the 2021 Chief RSUs, the amount in the
Target column represents the target amount that would have been payable to the named executive officer assuming achievement
of the target performance goals. For the actual 2021 Maffei FWONK RSUs, 2021 Maffei BATRK RSUs and the 2021 Chief RSUs that
vested see “—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Equity Incentive
Compensation—Maffei Annual Equity Awards” and “—Compensation Discussion and Analysis—Elements of 2021 Executive
Compensation—Equity Incentive Compensation—Annual Performance Awards” above.
LIBE RTY M EDI A C OR POR AT IO N / 69
EXECU TIVE COMP ENSAT IO N
(3) With respect to the 2021 Maffei FWONK RSUs and 2021 Maffei BATRK RSUs, the amount in the Maximum column represents the
maximum amount that would have been payable assuming maximum achievement of the performance goals. For the actual 2021
Maffei FWONK RSUs and 2021 Maffei BATRK RSUs that vested see “—Compensation Discussion and Analysis—Elements of 2021
Executive Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards” above.
(4) Reflects the date on which our compensation committee established the terms of the 2021 performance-based bonus program, as
described under “—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—2021 Performance-
based Bonuses.”
(5) Vested in full on December 31, 2021.
(6) Reflects the date on which our compensation committee established the terms of the 2021 Maffei FWONK RSUs, 2021 Maffei
BATRK RSUs and the 2021 Chief RSUs as described under “—Compensation Discussion and Analysis—Elements of 2021
Executive Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards” and “—Compensation Discussion and
Analysis—Elements of 2021 Executive Compensation—Equity Incentive Compensation—Annual Performance Awards” above.
7 0 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
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, 2021 and held by the named executive officers (with the exception of John C. Malone, who had no outstanding
equity awards as of December 31, 2021).
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
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
FWONK
RSU Awards
BATRK
FWONK
Brian J. Wendling
Option Awards
LSXMK
LSXMK
BATRK
BATRK
BATRK
FWONK
FWONK
RSU Awards
LSXMK
BATRK
FWONK
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
($)
Option
expiration
date
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
($)
348,109
62,339
724,228
897,694
22,465
632,752
94,913
396,283
—
387,603
—
256,535
33,491
6,255
74,322
133,594
15,283
46,052
6,908
—
136,528
—
83,682
15,631
185,703
171,299
138,655
20,798
205,149
—
246,310
—
—
—
39,838
—
4,655
8,111
—
10,267
—
—
—
—
—
—
—
—
—
—
—
—
927,334(1)
—
665,140(2)
—
—
—
—
—
—
—
—
313,342(1)
—
352,224(2)
—
—
—
—
—
—
—
588,954(1)
—
544,508(2)
—
—
—
34,366(4)
—
—
13,649(4)
—
28,960(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
31.44
30.26
31.07
36.78
36.78
42.50
40.53
40.53
47.11
39.87
42.13
45.34
18.15
17.47
17.94
23.51
23.51
23.34
27.73
29.10
20.07
26.36
18.14
17.46
17.93
33.92
31.99
33.94
33.94
43.85
28.61
43.01
—
—
30.51
42.13
17.62
17.62
26.36
17.61
43.01
—
—
—
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
03/10/2028
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
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
—
—
05/12/2023
12/10/2027
05/12/2022
05/12/2023
12/10/2027
05/12/2023
12/10/2027
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
30,552(3)
65,399(3)
858,511
4,135,833
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,041(3)
1,624(3)
3,237(3)
154,635
45,634
204,708
LIBE RTY M EDI A C OR POR AT IO N / 71
EXECU TIVE COMP ENSAT IO N
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
($)
193,774
39,384
—
19,264
5,031
—
48,134
19,331
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
62,080(4)
—
—
24,656(4)
—
—
52,316(4)
—
—
—
88,939(5)
16,717(4)
34,709(5)
6,639(4)
74,859(5)
14,088(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
32.63
39.21
42.13
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
03/04/2023
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
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,494(3)
2,933(3)
5,847(3)
279,370
82,417
369,764
—
—
—
—
—
—
—
—
—
—
—
—
5,494(3)
2,933(3)
5,847(3)
279,370
82,417
369,764
Name
Albert E. Rosenthaler
Option Awards
LSXMK
LSXMK
LSXMK
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
(1) Vests on December 31, 2023.
(2) Vests on December 31, 2024.
(3) Represents the target number of 2021 Maffei FWONK RSUs and 2021 Maffei BATRK RSUs that Mr. Maffei could earn and the
target number of 2021 Chief RSUs that each of Messrs. Wendling and Rosenthaler and Ms. Wilm could earn based on performance
in 2021.
(4) Vests 50% on December 10, 2022 and 50% on December 10, 2023.
(5) Vests 50% on September 23, 2022 and 50% on September 23, 2023.
7 2 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
OPTION EXERCISES AND STOCK VESTED
The following table sets forth information concerning the exercise of vested options and the vesting of RSUs held by our
named executive officers (with the exception of Mr. Malone, who had no exercises of vested options or vesting of RSUs)
during the year ended December 31, 2021.
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
($)
3,337,193
333,910
834,316
64,941,776
3,873,356
36,576,413
85,818
—
21,631
—
11,816
—
—
—
—
1,556,957
—
701,128
—
81,906
—
—
—
—
—
—
—
3,057
1,482
3,466
6,294
3,051
7,135
5,057
2,451
5,733
—
—
—
138,604
46,327
160,996
285,370
95,374
331,421
229,284
76,618
266,298
(1)
Includes shares withheld in payment of withholding taxes at election of holder.
LIBE RTY M EDI A C OR POR AT IO N / 73
EXECU TIVE COMP ENSAT IO N
NONQUALIFIED DEFERRED COMPENSATION PLANS
The following table sets forth information regarding the nonqualified deferred compensation plans in which our named
executive officers participated during the year ended December 31, 2021. Mr. Maffei maintained his account under the 2006
deferred compensation plan and Mr. Wendling made contributions to the 2006 deferred compensation plan. See
“—Executive Compensation Arrangements—2006 Deferred Compensation Plan” for more information. Mr. Malone’s
deferred compensation arrangements are described under “—Executive Compensation Arrangements—John C. Malone.”
During 2021, Mr. Rosenthaler and Ms. Wilm did not participate in any deferred compensation arrangements.
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Executive
contributions
in 2021
($)
Registrant
contributions
in 2021
($)
Aggregate
earnings in
2021
($)(1)
Aggregate
withdrawals/
distributions
($)
Aggregate
balance at
12/31/21
($)(1)(2)
—
—
407,911
—
—
—
—
—
—
—
1,890,562
(3,082,818)
14,412,467
785,959
181,376
—
—
—
—
—
—
9,229,577
3,228,656
—
—
(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 2021:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Amount ($)
181,387
667,127
143,037
—
—
(2)
In our prior year proxy statements, we reported the following above-market earnings that were credited as interest to the applicable
officer’s deferred compensation accounts during the years reported:
Name
John C. Malone
Gregory B. Maffei
Brian J. Wendling
Albert E. Rosenthaler
Renee L. Wilm
Amount ($)
2020
194,132
537,468
96,448
—
—
2019
205,494
380,320
48,294
—
—
7 4 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL
The following table sets forth the potential payments to our named executive officers if their employment had terminated
or a change in control had occurred, in each case, as of December 31, 2021, which was the last business day of our last
completed fiscal year. For purposes of the following table, we have assumed that Mr. Maffei’s employment had terminated at
each of Liberty Media and the other Service Companies. 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, 2021 for our LSXMK common
stock, which was $50.85, our BATRK common stock, which was $28.10, and our FWONK common stock, which was
$63.24. 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, 2021
have been excluded from the table below. For all other option awards, 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 that would have vested
in the applicable termination scenario according to the terms of the applicable award.
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.
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—John C. Malone” and “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Employment
Agreement,” 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 (and assuming such termination occurred after the close of business on December 31,
2021), (i) his 2021 Maffei FWONK RSUs and 2021 Maffei BATRK RSUs would have remained outstanding until any
performance criteria had been determined to have been met or not and would have vested to the extent determined by the
compensation committee and (ii) 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,
2021. See “—Executive Compensation Arrangements—Gregory B. Maffei—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 his or her employment.
LIBE RTY M EDI A C OR POR AT IO N / 75
EXECU TIVE COMP ENSAT IO N
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 who is
terminated for “cause” (other than Mr. Maffei in the case of equity grants constituting vested options or similar rights).
However, if Mr. Maffei’s employment had been terminated for cause after the close of business on December 31, 2021,
his 2021 Maffei FWONK RSUs and 2021 Maffei BATRK RSUs would have remained outstanding until any performance
criteria had been determined to have been met or not and would have vested to the extent determined by the compensation
committee. The existing incentive plans, which govern the awards unless there is a different definition in the applicable
award agreement, define “cause” as insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any
kind and the refusal to perform duties and responsibilities for any reason other than illness or incapacity; provided that, if
such termination is within 12 months after a change in control (as described below), “cause” means a felony conviction
for fraud, misappropriation or embezzlement. 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—Gregory B. Maffei—2019 Employment Arrangement” above.
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON
Mr. Malone does not have any outstanding equity awards. As of December 31, 2021, Mr. Maffei’s unvested equity awards
consisted of the 2019 Maffei Term Options, the 2020 Maffei Term Options and the 2021 Maffei FWONK RSUs and 2021
Maffei BATRK RSUs. 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), the
2019 Maffei Term Options and 2020 Maffei Term Options would have vested in full and, assuming such termination occurred
after the close of business on December 31, 2021, his 2021 Maffei FWONK RSUs and 2021 Maffei BATRK RSUs would
have remained outstanding until any performance criteria had been determined to have been met or not and would have
vested to the extent determined by the compensation committee. 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—2019 Employment Arrangement” above.
As of December 31, 2021, Messrs. Wendling’s and Rosenthaler’s only unvested equity awards were their 2020 NEO
Multiyear Options and 2021 Chief RSUs. Ms. Wilm’s only unvested equity awards as of December 31, 2021 were her 2019
multi-year stock option award, 2020 NEO Multiyear Options and 2021 Chief RSUs. Upon a termination of employment
without cause, Ms. Wilm’s 2019 multi-year stock option award and the 2020 NEO Multiyear Options provide for vesting 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). Upon
a termination without cause as of December 31, 2021, the 2021 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. None of Messrs. Wendling, Rosenthaler or Ms. Wilm 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, the existing incentive plans and applicable award agreements
would have provided for vesting of any outstanding options and the lapse of restrictions on any RSU awards (except that,
assuming Mr. Maffei’s death occurred after the close of business on December 31, 2021, the 2021 Maffei FWONK RSUs
and 2021 Maffei BATRK RSUs would have remained outstanding until any performance criteria had been determined to
have been met or not and would have vested to the extent determined by the compensation committee). 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
7 6 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
“—Executive Compensation Arrangements—John C. Malone” and “—Executive Compensation Arrangements—
Gregory B. Maffei—2019 Employment Arrangement” 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, which is defined in the
existing incentive plans or applicable award agreements, such plans or agreements would have provided for vesting of any
outstanding options and the lapse of restrictions on any RSU awards (except that, assuming Mr. Maffei’s termination due
to disability occurred after the close of business on December 31, 2021, the 2021 Maffei FWONK RSUs and Maffei BATRK
RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and
would have vested to the extent determined by the compensation committee). 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—John C. Malone” and “—Executive Compensation Arrangements—Gregory B. Maffei—
2019 Employment Arrangement” 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 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:
• 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 at 100%
of target performance 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 and 2020 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.
LIBE RTY M EDI A C OR POR AT IO N / 77
EXECU TIVE COMP ENSAT IO N
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
($)
19,500
13,915,297
1,707,243
20,129,383
—
—
35,771,423
6,970,000(4)
9,229,577(6)
103,688,918(8)
4,994,344(8)
—
124,882,839
Termination
for Cause
($)
—
13,915,297
1,707,243
20,129,383
—
—
35,751,923
Termination
Without Cause
or for Good
Reason
($)
Death
($)
Disability
($)
After a Change
in Control
($)
19,500
13,915,297
1,707,243
20,129,383
—
—
35,771,423
—
13,915,297
1,300,070
13,112,397
—
—
28,327,764
19,500
13,915,297
1,707,243
20,129,383
—
—
35,771,423
19,500
13,915,297
1,707,243
20,129,383
—
—
35,771,423
—
9,229,577(6)
30,750,000(5)
9,229,577(6)
30,750,000(5)
9,229,577(6)
30,750,000(5)
9,229,577(6)
91,899,766(9) 124,216,101(10) 124,216,101(10) 124,216,101(10)
4,994,344(10)
291,458
169,481,480
4,994,344(10)
291,458
169,481,480
—
169,190,021
—
106,123,687
4,994,344(10)
4,994,344(9)
—
9,229,577(7)
91,899,766(11)
4,994,344(11)
—
106,123,687
3,228,656(6)
1,412,576(13)
—(13)
3,228,656(6)
—(14)
—(14)
3,228,656(6)
2,179,021(15)
404,977(15)
3,228,656(6)
2,321,857(16)
404,977(16)
3,228,656(6)
2,321,857(16)
404,977(16)
3,228,656(7)
2,321,857(17)
404,977(17)
4,641,232
3,228,656
5,812,654
5,955,491
5,955,491
5,955,491
6,899,005(13)
—(13)
6,899,005
—(13)
—(13)
—
—(14)
—(14)
—
—(14)
—(14)
—
8,283,570(15)
731,551(15)
8,541,597(16)
731,551(16)
8,541,597(16)
731,551(16)
8,541,597(17)
731,551(17)
9,015,122
9,273,148
9,273,148
9,273,148
2,070,443(15)
731,551(15)
2,316,753(16)
731,551(16)
2,316,753(16)
731,551(16)
2,316,753(17)
731,551(17)
2,801,994
3,048,304
3,048,304
3,048,304
(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, 2021, 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, 2021. 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, 2021. 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, 2021, 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.
(4)
If Mr. Maffei had voluntarily terminated his employment without good reason (as defined in the 2019 Maffei Employment Agreement)
as of December 31, 2021, 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 common stock as set forth in more detail in the 2019 Maffei Employment Agreement. See
7 8 / 2022 PROXY STATEMENT
EX ECUTIV E COM P ENS AT IO N
“—Executive Compensation Arrangements—Gregory B. Maffei—2019 Employment Arrangement” 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, 2021) of such amount.
(5)
If Mr. Maffei’s employment had been terminated by Liberty Media as of December 31, 2021 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), in each case, subject to execution of a mutual release, or due to Mr. Maffei’s
death or disability, he would have been entitled to receive (i) a payment of two times his 2021 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 (x) $17 million or (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, with up to 25% of such amount
payable in shares of common stock as set forth in more detail in the 2019 Maffei Employment Agreement. See “—Executive
Compensation Arrangements—Gregory B. Maffei—2019 Employment Arrangement” 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, 2021) 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 2021 cash bonus prior to December 31, 2021.
(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 (i) the number of vested options held by Mr. Maffei at December 31, 2021 and (ii) the number of unvested options and
RSUs that would vest pursuant to the following: If Mr. Maffei’s employment had been terminated without good reason as of
December 31, 2021, he would have been entitled to pro rata vesting of the 2019 Maffei Term Options and the 2020 Maffei Term
Options (based on the number of days that had elapsed over the four-year vesting period). Also, assuming such termination occurred
after the close of business on December 31, 2021, the 2021 Maffei FWONK RSUs and the 2021 Maffei BATRK RSUs would
have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to
the extent determined by the compensation committee. Because the exercise price of the 2019 Maffei Term Options related to
BATRK shares is more than the closing market price of BATRK shares on December 31, 2021, no value has been included for
these awards in the table. As described above, in “—Compensation Discussion and Analysis—Elements of 2021 Executive
Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards,” our compensation committee vested all of the 2021
Maffei FWONK RSUs and all of the 2021 Maffei BATRK RSUs, which is reflected in the table above.
(9) Based on (i) the number of vested options held by Mr. Maffei at December 31, 2021 and (ii) the number of unvested RSUs that
would vest pursuant to the following: If Mr. Maffei’s employment had been terminated for cause, he would have forfeited his 2019
Maffei Term Options and his 2020 Maffei Term Options, and, assuming such termination occurred after the close of business on
December 31, 2021, the 2021 Maffei FWONK RSUs and the 2021 Maffei BATRK RSUs would have remained outstanding until any
performance criteria had been determined to have been met or not and would have vested to the extent determined by the
compensation committee. As described above, in “—Compensation Discussion and Analysis—Elements of 2021 Executive
Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards” our compensation committee vested all of the
2021 Maffei FWONK RSUs and all of the 2021 Maffei BATRK RSUs, which is reflected in the table above.
(10) Based on (i) the number of vested options held by Mr. Maffei at December 31, 2021 and (ii) the number of unvested options and
RSUs that would vest pursuant to the following: If Mr. Maffei’s employment had been terminated without cause (as defined in the 2019
Maffei Employment Agreement), for good reason (as defined in the 2019 Maffei Employment Agreement) (whether before or
within a specific period following a change in control) or due to Mr. Maffei’s death or disability, his 2019 Maffei Term Options and
his 2020 Maffei Term Options would have vested in full and, assuming such terminations occurred after the close of business on
December 31, 2021, the 2021 Maffei FWONK RSUs and the 2021 Maffei BATRK RSUs would have remained outstanding until any
performance criteria had been determined to have been met or not and would have vested to the extent determined by the
compensation committee. Because the exercise price of the 2019 Maffei Term Options related to BATRK shares is more than the
closing market price of BATRK shares on December 31, 2021, no value has been included for these awards in the table. As described
above, in “—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Equity Incentive
Compensation—Maffei Annual Equity Awards,” our compensation committee vested all of the 2021 Maffei FWONK RSUs and all
of the 2021 Maffei BATRK RSUs, which is reflected in the table above.
LIBE RTY M EDI A C OR POR AT IO N / 79
EXECU TIVE COMP ENSAT IO N
(11) Based on the number of vested options held by Mr. Maffei at December 31, 2021 and the number of 2021 Maffei FWONK RSUs
and 2021 Maffei BATRK RSUs. As described above, our compensation committee vested Mr. Maffei at 100% of his 2021 Maffei
FWONK RSUs and his 2021 Maffei BATRK RSUs, which is reflected in the table above. 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
rights to terminate his employment for good reason, which would result in vesting of his 2019 Maffei Term Options and his 2020
Maffei Term Options. For purposes of the tabular presentation above, 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 of our company.
(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, 2021, he would have been
entitled to receive personal use of the corporate aircraft for 120 hours over a 12-month period. Perquisite amount of $710,874
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, 2021).
(13) Each of Messrs. Wendling’s and Rosenthaler’s vested options would remain outstanding and exercisable in accordance with their
terms in the event each of Messrs. Wendling’s or Rosenthaler’s employment had been terminated by him as of December 31, 2021.
Ms. Wilm did not have any vested options as of December 31, 2021. The value of each of Messrs. Wendling’s and Rosenthaler’s
vested options are included in the table. If Messrs. Wendling’s or Rosenthaler’s or Ms. Wilm’s employment had been terminated by
him or her as of December 31, 2021, all of the 2021 Chief RSUs, the 2020 NEO Multiyear Options and Ms. Wilm’s stock options
granted in 2019 would have been forfeited.
(14) If each of Messrs. Wendling and Rosenthaler and Ms. Wilm was terminated by Liberty Media for “cause” as of December 31,
2021, all of his or her outstanding option and RSU grants would have been forfeited.
(15) Based on (i) the number of vested options held by such named executive officer as of December 31, 2021, (ii) the number of
unvested options held by each named executive officer as of December 31, 2021 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,
2021 and (iii) the number of 2021 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. As described above, our compensation committee vested 100% of the 2021
Chief RSUs, which is reflected in the table above.
(16) Based on (i) the number of vested options held by the named executive officers as of December 31, 2021 and (ii) the number of
unvested options and unvested RSUs held by the named executive officers as of December 31, 2021 that would vest pursuant to the
following: If Messrs. Wendling’s or Rosenthaler’s or Ms. Wilm’s employment had been terminated due to death or disability as of
December 31, 2021, all of the 2021 Chief RSUs, the 2020 NEO Multiyear Options and Ms. Wilm’s stock options granted in 2019
would have vested.
(17) Upon a change of control, we have assumed for purposes of the tabular presentation above that all of the 2021 Chief RSUs, the
2020 NEO Multiyear Options and Ms. Wilm’s stock options granted in 2019 would have vested. The table includes the value of
Messrs. Wendling’s and Rosenthaler’s vested options.
8 0 / 2022 PROXY STATEMENT
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2021 with respect to shares of our common stock authorized
for issuance under our equity compensation plans.
EX ECUTIV E COM P ENS AT IO N
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))
—
—
$33.12
—
—
$20.15
—
—
$28.43
—
—
$32.58
—
—
$19.23
—
—
$24.91
—
—
$43.31
—
—
$26.79
—
—
$35.37
—
—
—
$12.35
—
$12.10
$12.63
—
—
—
—
3,193,737
—
—
424,782
—
—
1,273,516
—
—
71,585
—
—
9,103
—
—
16,358
—
—
4,103,948
—
—
2,690,853
—
—
7,824,058
—
—
—
820
—
836
1,025
—
—
—
—
7,369,270
820
—
3,125,574
1,025
—
9,113,932
—(1)
—(1)
29,384,503(2)
—(3)
29,384,503
(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.
LIBE RTY M EDI A C OR POR AT IO N / 81
EXECU TIVE COMP ENSAT IO N
(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.
8 2 / 2022 PROXY STATEMENT
SE C UR IT Y OW NE RS HIP OF C E RTA IN B E NE F IC IA L OWN E RS A ND M ANAG EM ENT
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, 2022 and, in the case
of percentage ownership information, is based upon (1) 100,093,809 LSXMA shares, (2) 9,802,232 LSXMB shares,
(3) 221,629,567 LSXMK shares, (4) 10,313,703 BATRA shares, (5) 981,494 BATRB shares, (6) 41,494,540 BATRK shares,
(7) 23,973,053 FWONA shares, (8) 2,445,666 FWONB shares and (9) 205,408,265 FWONK shares, in each case,
outstanding on February 28, 2022. 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
(%)
48.4
8.4
2.6
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
1,115,428(1)
9,455,341(1)
16,065,993(1)
114,271(1)
945,532(1)
2,834,149(1)
268,630(1)
2,363,834(1)
4,190,350(1)
20,207,680(2)
—
43,208,291(2)
—
—
—
2,118,746(2)
—
—
5,957,905(3)
9(3)
10,522,219(3)
623,180(3)
—
2,410,822(3)
1,003,610(3)
—
14,093,499(3)
Percent of
Series
(%)
1.1
96.5
7.2
1.1
96.3
6.8
1.1
96.7
2.0
20.2
—
19.5
—
—
—
8.8
—
—
6.0
*
4.7
6.0
—
5.8
4.2
—
6.9
LIBE RTY M EDI A C OR POR AT IO N / 83
SECUR ITY OWNE RSH IP O F C E RTA IN B E NE F IC IA L OW NE RS AN D MA N AGE ME N T
Voting
Power
(%)
*
1.4
*
*
1.9
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
LSXMA
LSXMB
LSXMK
BATRA
BATRB
BATRK
FWONA
FWONB
FWONK
Amount and
Nature of
Beneficial
Ownership
7,084,329(4)
—
14,317,521(4)
669,406(4)
—
1,863,153(5)
2,513,802(4)
—
17,125,987(4)
641,700(6)
—
488,630(6)
3,115,823(7)
—
1,200,626(6)
78,291(6)
—
95,369(6)
—
—
—
—
—
—
2,389,703(8)
—
—
610,328(9)
—
1,044,474(9)
—
—
350,999(9)
1,429,944(9)
—
421,442(9)
4,975,000(10)
—
10,509,867(11)
—
—
—
—
—
—
Percent of
Series
(%)
7.1
—
6.5
6.5
—
4.5
10.5
—
8.3
*
—
*
30.2
—
2.9
*
—
*
—
—
—
—
—
—
10.0
—
—
*
—
*
—
—
*
6.0
—
*
5.0
—
4.7
—
—
—
—
—
—
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
State of Wisconsin Investment Board
121 East Wilson Street
Madison, WI 53703
The Baupost Group, L.L.C.
10 St. James Avenue
Suite 1700
Boston, MA 02116
*
Less than one percent
8 4 / 2022 PROXY STATEMENT
SE C UR IT Y OW NE RS HIP OF C E RTA IN B E NE F IC IA L OWN E RS A ND M ANAG EM ENT
(1)
Information with respect to shares of our common stock beneficially owned by Mr. Malone, our Chairman of the Board, is also set
forth in “Security Ownership of Management.”
(2) Based on Form 13F, filed February 14, 2022, 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, LSXMK and FWONA 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
FWONA
LSXMA
LSXMK
LSXMA
LSXMK
LSXMA
LSXMK
Sole Voting
Power
4,308,117
14,778,322
2,118,746
933,391
650,480
1,827,072
5,749,156
13,139,100
22,030,333
Shared
Voting
Power
Sole
Investment
Discretion
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Shared
Investment
Discretion
4,308,117
14,778,322
2,118,746
933,391
650,480
1,827,072
5,749,156
13,139,100
22,030,333
(3) Based on (i) Amendment No. 2 to Schedule 13G, filed February 1, 2022, by BlackRock, Inc. (BlackRock), with respect to its
ownership of shares of FWONK, (ii) three separate filings, each an Amendment No. 5 to Schedule 13G filed February 1, 2022 by
BlackRock, with respect to its ownership of shares of LSXMA, BATRA and BATRK, and (iii) Form 13F, filed February 10, 2022, by
BlackRock with respect to its ownership of shares of LSXMB, LSXMK and 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
LSXMB
LSXMK
BATRA
BATRK
FWONA
FWONK
Sole Voting
Power
5,396,436
—
9,552,033
612,745
2,365,023
1,003,610
13,177,224
Shared
Voting
Power
—
—
—
—
—
—
—
Sole
Dispositive
Power/
Investment
Discretion
5,957,905
9
10,522,219
623,180
2,410,822
820,222
14,093,499
Shared
Dispositive
Power /
Investment
Discretion
—
—
—
—
—
—
—
(4) Based on (i) three separate filings with respect to LSXMA, LSXMK, and FWONK, each an Amendment No. 5 to Schedule 13G filed
February 10, 2022 by The Vanguard Group (Vanguard), (ii) with respect to FWONA, Amendment No. 6 to Schedule 13G filed
February 10, 2022 by Vanguard, and (iii) with respect to BATRA, Schedule 13G filed February 10, 2022 by Vanguard, which state
that Vanguard, with respect to its ownership of shares of each of LSXMA, LSXMK, BATRA, 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
BATRA
FWONA
FWONK
Sole Voting
Power
—
—
—
—
—
Shared
Voting
Power
69,898
140,548
28,581
8,879
132,331
Sole
Dispositive
Power
6,928,513
13,965,841
627,017
2,486,573
16,862,071
Shared
Dispositive
Power
155,816
351,680
42,389
27,229
263,916
(5) Based on Form 13F, filed February 14, 2022, by Vanguard, with respect to itself and certain related institutional investment
managers, including Vanguard Fiduciary Trust Co (Trust Co), and Vanguard Global Advisors, LLC (Global), which Form 13F
LIBE RTY M EDI A C OR POR AT IO N / 85
SECUR ITY OWNE RSH IP O F C E RTA IN B E NE F IC IA L OW NE RS AN D MA N AGE ME N T
reports sole voting power, shared voting power, sole investment discretion, and shared investment discretion for shares of BATRK
as follows:
Vanguard
Vanguard and Trust Co
Vanguard and Global
Title of
Series
BATRK
BATRK
BATRK
Sole Voting
Power
—
—
—
Shared
Voting
Power
—
63,191
—
Sole
Investment
Discretion
1,766,920
—
—
Shared
Investment
Discretion
—
63,191
33,042
(6) Based on Form 13F, filed February 11, 2022, by GAMCO Investors, Inc. (GBL), which reports that GBL has sole investment
discretion over 641,700 LSXMA shares and sole voting power over 609,043 LSXMA shares, sole investment discretion over 488,630
LSXMK shares and sole voting power over 479,288 LSXMK shares, sole investment discretion over 1,200,626 BATRK shares and
sole voting power over 1,102,199 BATRK shares, sole investment discretion over 78,291 FWONA shares and sole voting power over
73,536 FWONA shares, and sole investment discretion over 95,369 FWONK shares and sole voting power over 88,417 FWONK
shares.
(7) Based on Amendment No. 23 to Schedule 13D, filed on April 25, 2022, 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.
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
681,477
2,181,029
20,000
16,500
50,500
510
40,000
40,000
Shared
Voting
Power
—
—
—
—
—
—
—
—
Sole
Dispositive
Power
681,477
2,266,836
20,000
16,500
50,500
510
40,000
40,000
Shared
Dispositive
Power
—
—
—
—
—
—
—
—
(8) Based on Amendment No. 3 to Schedule 13G, filed February 14, 2022, 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
2,389,703 FWONA shares.
(9) Based on (i) Amendment No. 1 to Schedule 13G, filed January 10, 2022, by State of Wisconsin Investment Board (SOW) with
respect to FWONA, which states that SOW has sole voting power and sole dispositive power over 1,429,944 shares, and (ii) Form
13F, filed February 11, 2022, 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
610,328
1,044,474
350,999
421,442
Shared
Voting
Power
—
—
—
—
Sole
Investment
Discretion
610,328
1,044,474
350,999
421,442
Shared
Investment
Discretion
—
—
—
—
(10) Based on Schedule 13G, filed February 11, 2022, by The Baupost Group, L.L.C. (Baupost), Baupost Group GP, L.L.C. (Baupost
GP) and Seth A. Klarman, which states that each of Baupost, Baupost GP and Mr. Klarman has shared voting power and shared
dispositive power over 4,975,000 LSXMA shares.
(11) Based on Form 13F, filed February 11, 2022, by Baupost, which reports that Baupost has sole investment discretion over 10,509,867
LSXMK shares and sole voting power over 10,509,867 LSXMK shares.
8 6 / 2022 PROXY STATEMENT
SE C UR IT Y OW NE RS HIP OF C E RTA IN B E NE F IC IA L OWN E RS A ND M ANAG EM ENT
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 founders shares representing 20% of LMAC’s issued and outstanding capital stock and which have
governance rights allowing us to control LMAC’s affairs, policies and operations through its initial business combination.
The security ownership information with respect to our common stock is given as of February 28, 2022 and, in the case
of percentage ownership information, is based upon (1) 100,093,809 LSXMA shares, (2) 9,802,232 LSXMB shares,
(3) 221,629,567 LSXMK shares, (4) 10,313,703 BATRA shares, (5) 981,494 BATRB shares, (6) 41,494,540 BATRK shares,
(7) 23,973,053 FWONA shares, (8) 2,445,666 FWONB shares and (9) 205,408,265 FWONK shares, in each case,
outstanding on that date. The security ownership information with respect to SIRI is given as of February 28, 2022 and, in
the case of percentage ownership information, is based on 3,947,927,403 SIRI shares outstanding on January 28,
2022. The security ownership information with respect to LMACA is given as of February 28, 2022, and, in the case
of percentage ownership information, is based on 57,500,000 LMACA shares outstanding on February 28, 2022.
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 February 28, 2022. 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, 2022 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, 2022. 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.
LIBE RTY M EDI A C OR POR AT IO N / 87
SECUR ITY OWNE RSH IP O F C E RTA IN B E NE F IC IA L OW NE RS AN D MA N AGE ME N T
Amount and Nature of
Beneficial Ownership
(In thousands)
1,115(1)(2)
9,455(1)(4)(5)(6)
16,066(1)(2)(3)(4)(5)(6)
114(1)(2)
946(1)(4)(5)(6)
2,834(1)(5)(6)
269(1)(2)
2,364(1)(4)(5)(6)
4,190(1)(3)(5)(6)
267
—
1,813(9)(10)(11)
37
8,995(7)(8)(9)(10)(11)
181(9)(10)
4
1,480(7)(8)(9)(10)
387(10)
9
1,944(7)(8)(9)(10)
883(12)
740
761(13)(14)
—
1,576(13)(14)
76(13)(14)
—
269(13)(14)
190(13)(14)
—
387(13)(14)(15)
—
100
—
—
3(8)
—
—
**(8)
—
—
2(8)
—
—
Percent of
Series
(%)
1.1
96.5
7.2
1.1
96.3
6.8
1.1
96.7
2.0
*
—
1.8
*
4.0
1.8
*
3.5
1.6
*
*
*
1.3
*
—
*
*
—
*
*
—
*
—
*
—
—
*
—
—
*
—
—
*
—
—
Voting
Power
(%)
48.4
*
—
1.1
*
1.0
*
—
*
—
—
—
Name
John C. Malone
Chairman of the Board
and Director
Gregory B. Maffei
President, Chief
Executive Officer and
Director
Robert R. Bennett
Director
Derek Chang
Director
Title 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
8 8 / 2022 PROXY STATEMENT
SE C UR IT Y OW NE RS HIP OF C E RTA IN B E NE F IC IA L OWN E RS A ND M ANAG EM ENT
Name
Brian M. Deevy
Director
M. Ian G. Gilchrist
Director
Evan D. Malone
Director
Larry E. Romrell
Director
Title 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
Amount and Nature of
Beneficial Ownership
(In thousands)
10(16)
—
30(8)(16)
1(16)
—
4(8)(16)
3(16)
—
14(8)(16)
—
25
**
—
31(8)
**
—
5(8)
**
—
17(8)
—
1
11
—
76(8)
1
—
10(8)
3
—
27(8)
437(12)
—
20
**
81(8)
2
**
10(8)
5
**
31(8)
—
—
Percent of
Series
(%)
*
—
*
*
—
*
*
—
*
—
*
*
—
*
*
—
*
*
—
*
—
*
*
—
*
*
—
*
*
—
*
*
—
*
*
*
*
*
*
*
*
*
—
—
Voting
Power
(%)
*
—
*
*
—
*
*
*
—
*
—
—
LIBE RTY M EDI A C OR POR AT IO N / 89
SECUR ITY OWNE RSH IP O F C E RTA IN B E NE F IC IA L OW NE RS AN D MA N AGE ME N T
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
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
4
—
51(8)
—
—
4(8)
**
—
15(8)
—
35
18
—
85(8)
—
—
27(8)
7
—
22(8)
—
18
67
—
414(7)(8)
7
—
56(7)(8)
17
—
122(7)(8)
—
100
—
—
7
—
—
2
—
—
5
—
8
*
—
*
—
—
*
*
—
*
—
*
*
—
*
—
—
*
*
—
*
—
*
*
—
*
*
—
*
*
—
*
—
*
—
—
*
—
—
*
—
—
*
—
*
Voting
Power
(%)
*
—
*
*
—
*
*
—
*
—
—
*
9 0 / 2022 PROXY STATEMENT
SE C UR IT Y OW NE RS HIP OF C E RTA IN B E NE F IC IA L OWN E RS A ND M ANAG EM ENT
Name
All directors and
executive officers as
a group (12 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
(%)
382(1)(2)(9)(10)(13)(14)(16)
949(1)(4)(5)(6)
3,819(1)(2)(9)(10)(11)(13)(15)(16)
9,492(1)(4)(5)(6)
3.8
96.8
27,414(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(13)(14)(16) 12.1
3.7
96.7
11.2
3.7
97.0
3.3
*
1.8
2,373(1)(4)(5)(6)
6,775(1)(3)(5)(6)(7)(8)(9)(10)(13)(14)(15)(16)
1,587(12)
1,026
4,702(1)(5)(6)(7)(8)(9)(10)(13)(14)(16)
881(1)(2)(10)(13)(14)(16)
Voting
Power
(%)
50.0
*
1.4
*
**
(1)
(2)
(3)
(4)
(5)
Less than one percent
Less than 1,000 shares
Includes 101,778 LSXMA shares, 230,564 LSXMB shares, 860,750 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) 150,743 LSXMA shares, 17,804 BATRA shares and 27,460 FWONA shares
held by The Malone Family Foundation, as to which shares Mr. Malone has disclaimed beneficial ownership.
Includes 1,000,000 LSXMK shares and 1,000,000 FWONK shares pledged to a financial institution.
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, 1,689,230 LSXMK shares, 49,059 BATRB shares, 137,293 BATRK shares, 122,649 FWONB
shares and 68,798 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.
(6) The Exchange Agreement (defined and described below) contains certain provisions relating to the transfer and, in certain
circumstances the voting of the shares of LSXMB, LSXMK, BATRB, BATRK, FWONB and FWONK beneficially owned by Mr. Malone.
(7)
Includes shares held in the Liberty Media 401(k) Savings Plan as follows:
Gregory B. Maffei
Albert E. Rosenthaler
Total
LSXMK
39,472
7,390
46,862
BATRK
FWONK
3,866
729
4,595
9,649
1,793
11,442
(8)
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, 2022.
Gregory B. Maffei
Derek Chang
Brian M. Deevy
M. Ian G. Gilchrist
Evan D. Malone
Larry E. Romrell
Andrea L. Wong
Albert E. Rosenthaler
Brian J. Wendling
Total
LSXMK
3,822,921
2,096
20,024
27,955
46,972
46,972
34,972
233,158
39,838
4,274,908
BATRK
452,433
325
2,723
4,101
6,196
6,196
3,229
24,295
12,766
512,264
FWONK
1,067,227
1,229
10,728
15,163
20,771
20,771
8,548
67,465
10,267
1,222,169
LIBE RTY M EDI A C OR POR AT IO N / 91
SECUR ITY OWNE RSH IP O F C E RTA IN B E NE F IC IA L OW NE RS AN D MA N AGE ME N T
(9)
Includes 305,768 LSXMA shares, 658,282 LSXMK shares, 30,576 BATRA shares, 29,043 BATRK shares, and 28,217 FWONK
shares held by The Maffei Foundation, as to which shares Mr. Maffei has disclaimed beneficial ownership.
(10) Includes 422,020 LSXMA shares, 1,489,367 LSXMK shares, 119,007 BATRA shares, 492,012 BATRK shares, 170,247 FWONA
shares and 602,728 FWONK shares pledged to a financial institution.
(11) Includes 575,769 LSXMA shares and 388,030 LSXMK shares held by a grantor retained annuity trust. Mr. Maffei is the sole trustee
of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.
(12) 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, 2022.
Gregory B. Maffei
Evan D. Malone
Total
SIRI
404,388
327,593
731,981
(13) Includes 441 LSXMA shares, 882 LSXMK shares, 44 BATRA shares, 88 BATRK shares, 110 FWONA shares and 220 FWONK
shares held in a revocable trust with respect to which Mr. Bennett and Mr. Bennett’s wife, Mrs. Deborah Bennett, are trustees.
Mrs. Bennett has the right to revoke such trust at any time.
(14) 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, 1,525,435 LSXMK shares, 73,549 BATRA shares, 260,012 BATRK
shares, 183,872 FWONA shares and 384,960 FWONK shares held by Hilltop Investments III, LLC, both of which are jointly
owned by Mr. Bennett and his wife, Mrs. Deborah Bennett.
(15) Includes 381,616 FWONK shares pledged to an unaffiliated third party buyer in connection with a variable prepaid forward
contract.
(16) Includes 247 LSXMA shares, 564 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.
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.
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.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of 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, 2021, 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 one transaction by Mario J. Gabelli that was
filed on an untimely basis.
9 2 / 2022 PROXY STATEMENT
C ERTA IN RELATIO NSHIP S AN D R E LAT E D PA RT Y T RA NS ACTI ON S
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.
EXCHANGE AGREEMENT WITH JOHN C. MALONE
On July 28, 2021, we entered into an Exchange Agreement (as defined below) with our Chairman of the Board, John C.
Malone, whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in our
company would not exceed 49% (the Target Voting Power) plus 0.5% (under certain circumstances). We have an
ongoing stock repurchase program which permits us to purchase shares of Series A or Series C of any of our Liberty
SiriusXM Group common stock, Braves Group common stock and Formula One Group common stock. In light of Mr. Malone’s
current ownership interests in our company, absent the Exchange Agreement, continued repurchases of our company’s
Series A shares pursuant to this program would be expected to have the effect of increasing Mr. Malone’s aggregate voting
power in our company to greater than 50%. We and our board of directors believe it is in the best interests of our company
and its stockholders to not have a single stockholder control greater than 50% of our aggregate voting power and to
maintain flexibility with respect to future share repurchases and other transactions that may have an accretive voting power
effect.
A special committee of independent and disinterested directors was formed by our board of directors to consider a
potential exchange arrangement between us and Mr. Malone and engaged independent legal counsel and financial advisors
to assist it. The special committee recommended to our board of directors the approval of an exchange agreement,
among us, Mr. Malone and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the JM Trust) (the
Exchange Agreement). Our board of directors, upon the unanimous recommendation of the members of the special
committee, approved the Exchange Agreement.
The Exchange Agreement provides for exchanges by our company and Mr. Malone or the JM Trust of shares of LSXMB,
BATRB, or FWONB for shares of LSXMK, BATRK, or FWONK, respectively, in connection with certain events, as described
below.
Accretive Event Exchange. In connection with any event that would result in a reduction in the outstanding votes of any
of our tracking stock groups (each, a Group) or an increase of Mr. Malone’s beneficially-owned voting power in any Group
(other than a Voting Power Exchange (as defined below)) (an Accretive Event), in each case, such that Mr. Malone’s
voting power with respect to such Group would exceed the Target Voting Power plus 0.5%, Mr. Malone or the JM Trust will
be required to exchange with our company shares of Series B common stock of such Group (Exchanged Group Series B
Shares) for an equal number of shares of Series C common stock of the same Group so as to maintain Mr. Malone’s voting
power with respect to such Group as close as possible to, without exceeding, the Target Voting Power, on the terms and
subject to the conditions of the Exchange Agreement. For example, repurchases by us of shares of our capital stock,
conversions of Series B shares of a Group into Series A shares of such Group, as well as purchases by Mr. Malone of our
capital stock, in each case, having the effect on Mr. Malone’s voting power described above would be Accretive Events.
Dilutive Event Exchange. From and after the occurrence of any Accretive Event, in connection with any event that would
result in an increase in the outstanding votes of any Group or a decrease of Mr. Malone’s beneficially-owned voting
power in any Group (a Dilutive Event), in each case, such that Mr. Malone’s voting power with respect to such Group falls
below the Target Voting Power less 0.5%, Mr. Malone and the JM Trust may exchange with our company shares of
Series C common stock of a Group for an equal number of shares of Series B common stock of the same Group equal to
the lesser of (i) the number of shares of Series B common stock of the same Group which would maintain Mr. Malone’s
voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power and (ii) the
LIBE RTY M EDI A C OR POR AT IO N / 93
CERTA IN RELATIO NSHI PS AN D R E L AT E D PARTY TR A NS ACT IO NS
number of Exchanged Group Series B Shares at such time, on the terms and subject to the conditions of the Exchange
Agreement. For example, exercises of stock options for, conversions of convertible securities into or issuances of new
shares of our voting stock having the effect on Mr. Malone’s voting power described above would be Dilutive Events.
Voting Power Exchange. On a quarterly basis or in connection with any annual or special meeting of our stockholders, if
Mr. Malone’s aggregate voting power in our company is less than the Target Voting Power and would continue to be less
than the Target Voting Power upon completion of a Voting Power Exchange, upon request by Mr. Malone or the JM Trust, we
will be required to exchange with Mr. Malone and the JM Trust shares of Series B common stock of any Group on a one-
for-one basis for shares of Series C common stock of the same Group (each such exchange, a Voting Power Exchange).
The maximum number of shares that may be delivered to Mr. Malone or the JM Trust in any Voting Power Exchange is
equal to the number of Exchanged Group Series B Shares at such time that may be delivered without resulting in Mr. Malone’s
aggregate voting power in our company exceeding the Target Voting Power. If any Voting Power Exchange would result
in Mr. Malone’s voting power with respect to any Group exceeding the Target Voting Power, on any matter submitted by our
company to the stockholders of that Group, voting together as a separate class, for approval, Mr. Malone and the JM
Trust will vote, or cause to be voted, the portion of their voting power of such Group that exceeds the Target Voting Power
in the same manner and in the same proportion as voted by the holders of voting securities of that Group other than
Mr. Malone and his controlled affiliates.
Fundamental Event Exchange. If we propose to consummate any combination, consolidation, merger, exchange offer, split-
off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B common stock of one or
more Groups are entitled to receive securities of our company, securities of another person, property or cash, or a
combination thereof (a Fundamental Event) then, unless the consideration to be received by holders of Series B common
stock and Series C common stock of such Group is identical, either (x) we will provide for Mr. Malone or the JM Trust to
receive, in respect of each Group, as applicable, the same per share amount and form of consideration to be received by
holders of Series B common stock of such Group in connection with such event for each Exchanged Group Series C Share
(defined below) of the same Group or (y) immediately prior to the consummation of the Fundamental Event, we will
deliver to Mr. Malone and the JM Trust all Exchanged Group Series B Shares in exchange for all Exchanged Group Series C
Shares. Exchanged Group Series C Shares means the number of shares of Series C common stock of any Group then
beneficially owned by Mr. Malone equal to the number of Exchanged Group Series B Shares of the same Group. In
connection with certain Fundamental Events where Mr. Malone would beneficially own 40% or more of the aggregate voting
power of the surviving or resulting company and serve as an officer or director, such company and Mr. Malone will
negotiate an agreement to replicate the benefits and obligations of the Exchange Agreement.
Restriction on Transfer. Mr. Malone may transfer his rights to the Exchanged Group Series B Shares only in limited
circumstances and only to certain related permitted transferees who sign an agreement replicating the benefits and
obligations of the Exchange Agreement.
Termination. The Exchange Agreement will terminate with respect to any particular Group upon (i) the parties’ mutual
consent, (ii) the execution of a successor exchange agreement between us and one or more proposed permitted transferees
covering all shares of Series B common stock of such Group then beneficially owned by Mr. Malone and all Exchanged
Group Series B Shares of such Group or (iii) Mr. Malone’s voting power in such Group falling below 20%. In addition, the
Exchange Agreement will terminate in its entirety, upon (i) the parties’ mutual consent, (ii) the execution of a successor
exchange agreement between us and one or more proposed permitted transferees covering all shares of our company’s
Series B common stock then beneficially owned by Mr. Malone and all Exchanged Group Series B Shares or (iii) Mr. Malone’s
aggregate voting power in our company falling below 20%.
Expenses. Under the Exchange Agreement, we have agreed to pay (or reimburse) Mr. Malone for all reasonable
out-of-pocket costs and expenses incurred by Mr. Malone in connection with the preparation, negotiation, execution and
consummation of the transactions contemplated by the Exchange Agreement.
As of the date of this proxy statement, there have been no exchanges of our company’s shares pursuant to the Exchange
Agreement.
The foregoing description of the Exchange Agreement does not purport to be complete and is subject to, and is qualified
in its entirety by, the Exchange Agreement, which is incorporated by reference herein and filed as Exhibit 10.1 to our Current
Report on Form 8-K filed with the SEC on July 30, 2021.
9 4 / 2022 PROXY STATEMENT
AN N EX A : L IBE RT Y M ED IA CO RP OR AT IO N 20 22 O MN IBU S IN C E NT IV E PLA N
ANNEX A: Liberty Media Corporation 2022
Omnibus Incentive Plan
ARTICLE I
PURPOSE OF PLAN; EFFECTIVE DATE
1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby
(i) eligible officers and employees of the Company and its Subsidiaries and (ii) nonemployee directors and independent
contractors providing services to the Company and its Subsidiaries may be awarded additional remuneration for services
rendered and may be encouraged to invest in capital stock of the Company, thereby increasing their proprietary interest in
the Company’s businesses, encouraging them to remain in the employ or service of the Company or its Subsidiaries,
and increasing their personal interest in the continued success and progress of the Company and its Subsidiaries. The
Plan is also intended to aid in (i) attracting Persons of exceptional ability to become officers and employees of the Company
and its Subsidiaries and (ii) inducing nonemployee directors or independent contractors to agree to provide services to
the Company and its Subsidiaries.
1.2 Effective Date. The Plan shall be effective as of May 24, 2022 (the “Effective Date”).
ARTICLE II
DEFINITIONS
2.1 Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings
(whether used in the singular or plural):
“Account” has the meaning ascribed thereto in Section 8.2.
“Affiliate” of the Company means any corporation, partnership or other business association that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with the Company.
“Agreement” means a stock option agreement, stock appreciation rights agreement, restricted shares agreement,
restricted stock units agreement, cash award agreement or an agreement evidencing more than one type of Award,
specified in Section 10.5, as any such Agreement may be supplemented or amended from time to time.
“Approved Transaction” means (i) the consummation of any transaction in which the Board (or, if approval of the
Board is not required as a matter of law, the stockholders of the Company) shall approve (A) any consolidation or
merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would
be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in
which the common stockholders of the Company immediately prior to such transaction have the same proportionate
ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after
such transaction, (B) any merger, consolidation or binding share exchange to which the Company is a party as a result
of which the Persons who are common stockholders of the Company immediately prior thereto have less than a
majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the
rights accruing under special circumstances) having the right to vote in the election of directors immediately following
such merger, consolidation or binding share exchange, or (C) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (ii) any
transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the
Company) shall approve the adoption of any plan or proposal for the liquidation or dissolution of the Company.
“Award” means a grant of Options, SARs, Restricted Shares, Restricted Stock Units, Performance Awards, Cash
Awards and/or cash amounts under the Plan.
“Board” means the Board of Directors of the Company.
“Board Change” means, during any period of two consecutive years, individuals who at the beginning of such period
constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the
LIBE RTY M EDI A C OR POR AT IO N / A-1
ANNEX A: LI BERT Y ME DIA CO R P OR AT ION 20 2 2 O MN IBUS I NC E NTI V E P LA N
nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period.
“Cash Award” means an Award made pursuant to Section 9.1 of the Plan.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute or
statutes thereto. Reference to any specific Code section shall include any successor section.
“Committee” means the committee of the Board appointed pursuant to Section 3.1 to administer the Plan.
“Common Stock” means each or any (as the context may require) series of the Company’s common stock.
“Company” means Liberty Media Corporation, a Delaware corporation.
“Control Purchase” means any transaction (or series of related transactions) in which any person (as such term is
defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company,
any Subsidiary of the Company or any employee benefit plan sponsored by the Company or any Subsidiary of the
Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more
of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights
accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in
Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a
transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person”
means each of (a) the Chairman of the Board, the President and each of the directors of the Company as of the
Effective Date, and (b) the respective family members, estates and heirs of each of the Persons referred to in clause
(a) above and any trust or other investment vehicle for the primary benefit of any of such Persons or their respective
family members or heirs. As used with respect to any Person, the term “family member” means the spouse, siblings
and lineal descendants of such Person.
“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months.
“Dividend Equivalents” means, with respect to Restricted Stock Units, to the extent specified by the Committee only,
an amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable to
stockholders of record during the Restriction Period on a like number and kind of shares of Common Stock.
Notwithstanding any provision of the Plan to the contrary, Dividend Equivalents with respect to a Performance Award
may only be paid to the extent the Performance Award is actually paid to the Holder.
“Domestic Relations Order” means a domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.
“Equity Security” shall have the meaning ascribed to such term in Section 3(a)(11) of the Exchange Act, and an
equity security of an issuer shall have the meaning ascribed thereto in Rule 16a-1 promulgated under the Exchange
Act, or any successor Rule.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor
statute or statutes thereto. Reference to any specific Exchange Act section shall include any successor section.
“Fair Market Value” of a share of any series of Common Stock on any day means (i) for Option and SAR exercise
transactions effected on any third-party incentive award administration system provided by the Company, the current
high bid price of a share of any series of Common Stock as reported on the consolidated transaction reporting system
on the principal national securities exchange on which shares of such series of Common Stock are listed on such
day or if such shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc.,
or (ii) for the purpose of determining the tax withholding due upon the vesting or settlement of Restricted Shares or
Restricted Stock Units and the related purpose of valuing shares withheld from such Awards to satisfy tax withholding
obligations, the closing price for a share of such series of Common Stock on the trading day next preceding the day
that such Award vests as reported on the consolidated transaction reporting system for the principal national securities
exchange on which shares of such series of Common Stock are listed on such day or if such shares are not then
listed on a national securities exchange, then as quoted by OTC Markets Group Inc., or (iii) for all other purposes under
A- 2 / 2022 PROXY STATEMENT
AN N EX A : L IBE RT Y M ED IA CO RP OR AT IO N 20 22 O MN IBU S IN C E NT IV E PLA N
the Plan, the closing price of a share of such series of Common Stock on such day (or if such day is not a trading
day, on the next preceding trading day) all as reported on the consolidated transaction reporting system for the principal
national securities exchange on which shares of such series of Common Stock are listed on such day or if such
shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc. If for any day
the Fair Market Value of a share of the applicable series of Common Stock is not determinable by any of the
foregoing means, or if there is insufficient trading volume in the applicable series of Common Stock on such trading
day, then the Fair Market Value for such day shall be determined in good faith by the Committee on the basis of such
quotations and other considerations as the Committee deems appropriate.
“Free Standing SAR” has the meaning ascribed thereto in Section 7.1.
“Holder” means a Person who has received an Award under the Plan.
“Nonemployee Director” means an individual who is a member of the Board and who is neither an officer nor an
employee of the Company or any Subsidiary.
“Option” means a stock option granted under Article VI.
“Performance Award” means an Award which may be earned in whole or in part upon attainment of performance
measures as the Committee may determine and which will be settled for cash, shares or other securities or a combination
of the foregoing under Article IX.
“Person” means an individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated
association, joint venture or other entity of any kind.
“Plan” means this Liberty Media Corporation 2022 Omnibus Incentive Plan.
“Prior Plan” means the Liberty Media Corporation 2017 Omnibus Incentive Plan.
“Restricted Shares” means shares of any series of Common Stock awarded pursuant to Section 8.1.
“Restricted Stock Unit” means a unit evidencing the right to receive in specified circumstances one share of the
specified series of Common Stock or, in the discretion of the Company, the equivalent value in cash, which right may
be subject to a Restriction Period or forfeiture provisions.
“Restriction Period” means a period of time beginning on the date of each Award of Restricted Shares or Restricted
Stock Units and ending on the Vesting Date with respect to such Award.
“Retained Distribution” has the meaning ascribed thereto in Section 8.3.
“SARs” means stock appreciation rights, awarded pursuant to Article VII, with respect to shares of any specified
series of Common Stock.
“Section 409A” has the meaning ascribed thereto in Section 10.17.
“Subsidiary” of a Person means any present or future subsidiary (as defined in Section 424(f) of the Code) of such
Person or any business entity in which such Person owns, directly or indirectly, 50% or more of the voting, capital or
profits interests. An entity shall be deemed a subsidiary of a Person for purposes of this definition only for such
periods as the requisite ownership or control relationship is maintained.
“Tandem SARs” has the meaning ascribed thereto in Section 7.1.
“Vesting Date,” with respect to any Restricted Shares or Restricted Stock Units awarded hereunder, means the date
on which such Restricted Shares or Restricted Stock Units cease to be subject to a risk of forfeiture, as designated in or
determined in accordance with the Agreement with respect to such Award of Restricted Shares or Restricted Stock
Units pursuant to Article VIII. If more than one Vesting Date is designated for an Award of Restricted Shares or
Restricted Stock Units, reference in the Plan to a Vesting Date in respect of such Award shall be deemed to refer to each
part of such Award and the Vesting Date for such part. The Vesting Date for a particular Award will be established
by the Committee and, for the avoidance of doubt, may be contemporaneous with the date of grant.
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ARTICLE III
ADMINISTRATION
3.1 Committee. The Plan shall be administered by the Compensation Committee of the Board unless a different
committee is appointed by the Board. The Committee shall be comprised of not less than two Persons. The Board may
from time to time appoint members of the Committee in substitution for or in addition to members previously appointed, may
fill vacancies in the Committee and may remove members of the Committee. The Committee shall select one of its
members as its chairman and shall hold its meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum and all determinations shall be made by a majority of such quorum. Any determination
reduced to writing and signed by all of the members shall be as fully effective as if it had been made by a majority vote at a
meeting duly called and held.
3.2 Powers. The Committee shall have full power and authority to grant to eligible Persons Options under Article VI of
the Plan, SARs under Article VII of the Plan, Restricted Shares under Article VIII of the Plan, Restricted Stock Units under
Article VIII of the Plan, Cash Awards under Article IX of the Plan and/or Performance Awards under Article IX of the
Plan, to determine the terms and conditions (which need not be identical) of all Awards so granted, to interpret the provisions
of the Plan and any Agreements relating to Awards granted under the Plan and to supervise the administration of the
Plan. The Committee in making an Award may provide for the granting or issuance of additional, replacement or alternative
Awards upon the occurrence of specified events, including the exercise of the original Award. The Committee shall have
sole authority in the selection of Persons to whom Awards may be granted under the Plan and in the determination of the
timing, pricing and amount of any such Award, subject only to the express provisions of the Plan. In making determinations
hereunder, the Committee may take into account the nature of the services rendered by the respective employees, officers,
independent contractors and Nonemployee Directors, their present and potential contributions to the success of the
Company and its Subsidiaries, and such other factors as the Committee in its discretion deems relevant.
3.3 Interpretation. The Committee is authorized, subject to the provisions of the Plan, to establish, amend and rescind
such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such
other action in connection with or in relation to the Plan as it deems necessary or advisable. Each action and determination
made or taken pursuant to the Plan by the Committee, including any interpretation or construction of the Plan, shall be
final and conclusive for all purposes and upon all Persons. No member of the Committee shall be liable for any action or
determination made or taken by such member or the Committee in good faith with respect to the Plan.
3.4 Awards to Nonemployee Directors. The Board shall have the same powers as the Committee with respect to awards
to Nonemployee Directors and may exercise such powers in lieu of action by the Committee.
ARTICLE IV
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to the provisions of this Article IV, the maximum number of shares of Common Stock
with respect to which Awards may be granted during the term of the Plan shall be 20,000,000 shares, plus the shares
remaining available for awards under the Prior Plan as of the Effective Date. Shares of Common Stock will be made
available from the authorized but unissued shares of the Company or from shares reacquired by the Company, including
shares purchased in the open market. The shares of Common Stock subject to (i) any Award granted under the Plan or
the Prior Plan that shall expire, terminate or be cancelled or annulled for any reason without having been exercised (or
considered to have been exercised as provided in Section 7.2), (ii) any Award of any SARs granted under the Plan or the
Prior Plan the terms of which provide for settlement in cash, and (iii) any Award of Restricted Shares or Restricted Stock
Units under the Plan or the Prior Plan that shall be forfeited prior to becoming vested (provided that the Holder received no
benefits of ownership of such Restricted Shares or Restricted Stock Units other than voting rights and the accumulation
of Retained Distributions and unpaid Dividend Equivalents that are likewise forfeited) shall again be available for purposes
of the Plan. Notwithstanding the foregoing, the following shares of Common Stock may not again be made available for
issuance as Awards under the Plan: (a) shares of Common Stock not issued or delivered as a result of the net settlement
of an outstanding Option or SAR, (b) shares of Common Stock used to pay the purchase price or withholding taxes
related to an outstanding Award, or (c) shares of Common Stock repurchased on the open market with the proceeds of
an Option purchase price. No Nonemployee Director may be granted during any calendar year Awards having a value
determined on the date of grant that would be in excess of $1 million.
4.2 Adjustments.
(a)
If the Company subdivides its outstanding shares of any series of Common Stock into a greater number of
shares of such series of Common Stock (by stock dividend, stock split, reclassification, or otherwise) or combines its
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outstanding shares of any series of Common Stock into a smaller number of shares of such series of Common
Stock (by reverse stock split, reclassification, or otherwise) or if the Committee determines that any stock dividend,
extraordinary cash dividend, reclassification, recapitalization, reorganization, stock redemption, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase such series of Common Stock or other similar
corporate event (including mergers or consolidations other than those which constitute Approved Transactions,
adjustments with respect to which shall be governed by Section 10.1(b)) affects any series of Common Stock so that
an adjustment is required to preserve the benefits or potential benefits intended to be made available under the
Plan, then the Committee, in such manner as the Committee, in its sole discretion, deems equitable and appropriate,
shall make such adjustments to any or all of (i) the number and kind of shares of stock which thereafter may be
awarded, optioned or otherwise made subject to the benefits contemplated by the Plan, (ii) the number and kind of
shares of stock subject to outstanding Awards, and (iii) the purchase or exercise price and the relevant appreciation
base with respect to any of the foregoing, provided, however, that the number of shares subject to any Award shall
always be a whole number. The Committee may, if deemed appropriate, provide for a cash payment to any Holder
of an Award in connection with any adjustment made pursuant to this Section 4.2.
(b) Notwithstanding any provision of the Plan to the contrary, in the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized, in its
discretion, (i) to provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of
restrictions with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion
of the Award that remains unexercised at the time of such transaction, or (ii) to cancel any such Awards and to
deliver to the Holders cash in an amount that the Committee shall determine in its sole discretion is equal to the fair
market value of such Awards on the date of such event, which in the case of Options or SARs shall be the excess of
the Fair Market Value (as determined in sub-section (ii) of the definition of such term) of Common Stock on such
date over the purchase price of the Options or the base price of the SARs, as applicable. For the avoidance of doubt,
if the purchase price of the Options or base price of the SARs, as applicable, is greater than such Fair Market
Value, the Options or SARs may be canceled for no consideration pursuant to this section.
(c) No adjustment or substitution pursuant to this Section 4.2 shall be made in a manner that results in noncompliance
with the requirements of Section 409A, to the extent applicable.
ARTICLE V
ELIGIBILITY
5.1 General. The Persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall be
such Persons who are employees (including officers) of, or Nonemployee Directors or independent contractors providing
services to, the Company or its Subsidiaries as the Committee shall select. Awards may be made to employees,
Nonemployee Directors or independent contractors who hold or have held Awards under the Plan or any similar or other
awards under any other plan of the Company or any of its Affiliates.
ARTICLE VI
STOCK OPTIONS
6.1 Grant of Options. Subject to the limitations of the Plan, the Committee shall designate from time to time those
eligible Persons to be granted Options, the time when each Option shall be granted to such eligible Persons, the series
and number of shares of Common Stock subject to such Option, and, subject to Section 6.2, the purchase price of the
shares of Common Stock subject to such Option.
6.2 Option Price. The price at which shares may be purchased upon exercise of an Option shall be fixed by the Committee
and may be no less than the Fair Market Value of the shares of the applicable series of Common Stock subject to the
Option as of the date the Option is granted.
6.3 Term of Options. Subject to the provisions of the Plan with respect to death, retirement and termination of employment
or service, the term of each Option shall be for such period as the Committee shall determine as set forth in the applicable
Agreement; provided that such term may not exceed ten years. However, if the term of an Option expires when trading
in the Common Stock is prohibited by law or the Company’s insider trading policy, then the term of such Option shall expire
on the 30th day after the expiration of such prohibition.
6.4 Exercise of Options. An Option granted under the Plan shall become (and remain) exercisable during the term of
the Option to the extent provided in the applicable Agreement and the Plan and, unless the Agreement otherwise provides,
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may be exercised to the extent exercisable, in whole or in part, at any time and from time to time during such term;
provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete termination of
such Option, may accelerate the time or times at which such Option may be exercised in whole or in part (without reducing
the term of such Option).
6.5 Manner of Exercise.
(a) Form of Payment. An Option shall be exercised by written notice to the Company upon such terms and conditions
as the Agreement may provide and in accordance with such other procedures for the exercise of Options as the
Committee may establish from time to time. The method or methods of payment of the purchase price for the shares
to be purchased upon exercise of an Option and of any amounts required by Section 10.9 shall be determined by the
Committee and may consist of (i) cash, (ii) check, (iii) promissory note (subject to applicable law), (iv) whole shares
of any series of Common Stock, (v) the withholding of shares of the applicable series of Common Stock issuable upon
such exercise of the Option, (vi) the delivery, together with a properly executed exercise notice, of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the
purchase price, or (vii) any combination of the foregoing methods of payment, or such other consideration and method
of payment as may be permitted for the issuance of shares under the Delaware General Corporation Law. The
permitted method or methods of payment of the amounts payable upon exercise of an Option, if other than in cash,
shall be set forth in the applicable Agreement and may be subject to such conditions as the Committee deems
appropriate.
(b) Value of Shares. Unless otherwise determined by the Committee and provided in the applicable Agreement,
shares of any series of Common Stock delivered in payment of all or any part of the amounts payable in connection
with the exercise of an Option, and shares of any series of Common Stock withheld for such payment, shall be valued
for such purpose at their Fair Market Value as of the exercise date.
Issuance of Shares. The Company shall effect the transfer of the shares of Common Stock purchased under
(c)
the Option as soon as practicable after the exercise thereof and payment in full of the purchase price therefor and of
any amounts required by Section 10.9, and within a reasonable time thereafter, such transfer shall be evidenced on the
books of the Company. Unless otherwise determined by the Committee and provided in the applicable Agreement,
(i) no Holder or other Person exercising an Option shall have any of the rights of a stockholder of the Company with
respect to shares of Common Stock subject to an Option granted under the Plan until due exercise and full payment has
been made, and (ii) no adjustment shall be made for cash dividends or other rights for which the record date is prior
to the date of such due exercise and full payment.
ARTICLE VII
SARS
7.1 Grant of SARs. Subject to the limitations of the Plan, SARs may be granted by the Committee to such eligible
Persons in such numbers, with respect to any specified series of Common Stock, and at such times during the term of the
Plan as the Committee shall determine. A SAR may be granted to a Holder of an Option (hereinafter called a “related
Option”) with respect to all or a portion of the shares of Common Stock subject to the related Option (a “Tandem SAR”)
or may be granted separately to an eligible Person (a “Free Standing SAR”). Subject to the limitations of the Plan, SARs
shall be exercisable in whole or in part upon notice to the Company upon such terms and conditions as are provided in
the Agreement.
7.2 Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the related Option or at any
time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option. Tandem SARs
shall be exercisable only at the time and to the extent that the related Option is exercisable (and may be subject to such
additional limitations on exercisability as the Agreement may provide) and in no event after the complete termination or full
exercise of the related Option. Upon the exercise or termination of the related Option, the Tandem SARs with respect
thereto shall be canceled automatically to the extent of the number of shares of Common Stock with respect to which the
related Option was so exercised or terminated. Subject to the limitations of the Plan, upon the exercise of a Tandem
SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder thereof
shall be entitled to receive from the Company, for each share of the applicable series of Common Stock with respect to
which the Tandem SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value
to the excess of the Fair Market Value of a share of the applicable series of Common Stock with respect to which the
Tandem SAR was granted on the date of exercise over the related Option purchase price per share, and (ii) the related
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Option with respect thereto shall be canceled automatically to the extent of the number of shares of Common Stock with
respect to which the Tandem SAR was so exercised.
7.3 Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and upon the terms and
conditions set forth in the applicable Agreement. The base price of a Free Standing SAR may be no less than the Fair Market
Value of the applicable series of Common Stock with respect to which the Free Standing SAR was granted as of the
date the Free Standing SAR is granted. Subject to the limitations of the Plan, upon the exercise of a Free Standing SAR
and unless otherwise determined by the Committee and provided in the applicable Agreement, the Holder thereof shall be
entitled to receive from the Company, for each share of the applicable series of Common Stock with respect to which the
Free Standing SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the
excess of the Fair Market Value of a share of the applicable series of Common Stock with respect to which the Free
Standing SAR was granted on the date of exercise over the base price per share of such Free Standing SAR. The term of
a Free Standing SAR may not exceed ten years. However, if the term of a Free Standing SAR expires when trading in
the Common Stock is prohibited by law or the Company’s insider trading policy, then the term of such Free Standing SAR
shall expire on the 30th day after the expiration of such prohibition.
7.4 Consideration. The consideration to be received upon the exercise of a SAR by the Holder shall be paid in cash,
shares of the applicable series of Common Stock with respect to which the SAR was granted (valued at Fair Market Value
on the date of exercise of such SAR), a combination of cash and such shares of the applicable series of Common Stock
or such other consideration, in each case, as provided in the Agreement. No fractional shares of Common Stock shall be
issuable upon exercise of a SAR, and unless otherwise provided in the applicable Agreement, the Holder will receive
cash in lieu of fractional shares. Unless the Committee shall otherwise determine, to the extent a Free Standing SAR is
exercisable, it will be exercised automatically for cash on its expiration date.
7.5 Limitations. The applicable Agreement may provide for a limit on the amount payable to a Holder upon exercise of
SARs at any time or in the aggregate, for a limit on the number of SARs that may be exercised by the Holder in whole or
in part for cash during any specified period, for a limit on the time periods during which a Holder may exercise SARs, and for
such other limits on the rights of the Holder and such other terms and conditions of the SAR, including a condition that
the SAR may be exercised only in accordance with rules and regulations adopted from time to time, as the Committee may
determine. Unless otherwise so provided in the applicable Agreement, any such limit relating to a Tandem SAR shall not
restrict the exercisability of the related Option. Such rules and regulations may govern the right to exercise SARs granted
prior to the adoption or amendment of such rules and regulations as well as SARs granted thereafter.
7.6 Exercise. For purposes of this Article VII, the date of exercise of a SAR shall mean the date on which the Company
shall have received notice from the Holder of the SAR of the exercise of such SAR (unless otherwise determined by the
Committee and provided in the applicable Agreement).
ARTICLE VIII
RESTRICTED SHARES AND RESTRICTED STOCK UNITS
8.1 Grant of Restricted Shares. Subject to the limitations of the Plan, the Committee shall designate those eligible
Persons to be granted Awards of Restricted Shares, shall determine the time when each such Award shall be granted,
and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each Award of Restricted
Shares, and may prescribe other restrictions, terms and conditions applicable to the vesting of such Restricted Shares in
addition to those provided in the Plan. The Committee shall determine the price, if any, to be paid by the Holder for the
Restricted Shares; provided, however, that the issuance of Restricted Shares shall be made for at least the minimum
consideration necessary to permit such Restricted Shares to be deemed fully paid and nonassessable. All determinations
made by the Committee pursuant to this Section 8.1 shall be specified in the Agreement.
8.2 Issuance of Restricted Shares. An Award of Restricted Shares shall be registered in a book entry account (the
“Account”) in the name of the Holder to whom such Restricted Shares shall have been awarded. During the Restriction
Period, the Account, any statement of ownership representing the Restricted Shares that may be issued during the
Restriction Period and any securities constituting Retained Distributions shall bear a restrictive legend to the effect that
ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto,
are subject to the restrictions, terms and conditions provided in the Plan and the applicable Agreement.
8.3 Restrictions with Respect to Restricted Shares. During the Restriction Period, Restricted Shares shall constitute
issued and outstanding shares of the applicable series of Common Stock for all corporate purposes. The Holder will have
the right to vote such Restricted Shares, to receive and retain such dividends and distributions, as the Committee may
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designate, paid or distributed on such Restricted Shares, and to exercise all other rights, powers and privileges of a
Holder of shares of the applicable series of Common Stock with respect to such Restricted Shares; except, that, unless
otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder will not be entitled to
delivery of the Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with
respect thereto shall have been fulfilled or waived; (ii) the Company or its designee will retain custody of the Restricted
Shares during the Restriction Period as provided in Section 8.2; (iii) other than such dividends and distributions as the
Committee may designate, the Company or its designee will retain custody of all distributions (“Retained Distributions”)
made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same
restrictions, terms and vesting, and other conditions as are applicable to the Restricted Shares) until such time, if ever,
as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall
have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account; (iv) the
Holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained
Distributions or such Holder’s interest in any of them during the Restriction Period; and (v) a breach of any restrictions, terms
or conditions provided in the Plan or established by the Committee with respect to any Restricted Shares or Retained
Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto.
8.4 Grant of Restricted Stock Units. Subject to the limitations of the Plan, the Committee shall designate those eligible
Persons to be granted Awards of Restricted Stock Units, the value of which is based, in whole or in part, on the Fair Market
Value of the shares of any specified series of Common Stock. Subject to the provisions of the Plan, including any rules
established pursuant to Section 8.5, Awards of Restricted Stock Units shall be subject to such terms, restrictions, conditions,
vesting requirements and payment rules as the Committee may determine in its discretion, which need not be identical
for each Award. Such Awards may provide for the payment of cash consideration by the Person to whom such Award is
granted or provide that the Award, and any shares of Common Stock to be issued in connection therewith, if applicable, shall
be delivered without the payment of cash consideration; provided, however, that the issuance of any shares of Common
Stock in connection with an Award of Restricted Stock Units shall be for at least the minimum consideration necessary to
permit such shares to be deemed fully paid and nonassessable. The determinations made by the Committee pursuant to this
Section 8.4 shall be specified in the applicable Agreement.
8.5 Restrictions with Respect to Restricted Stock Units. Any Award of Restricted Stock Units, including any shares of
Common Stock which are part of an Award of Restricted Stock Units, may not be assigned, sold, transferred, pledged or
otherwise encumbered prior to the date on which the shares are issued or, if later, the date provided by the Committee at the
time of the Award. A breach of any restrictions, terms or conditions provided in the Plan or established by the Committee
with respect to any Award of Restricted Stock Units will cause a forfeiture of such Restricted Stock Units and any Dividend
Equivalents with respect thereto.
8.6 Issuance of Restricted Stock Units. Restricted Stock Units shall be issued at the beginning of the Restriction Period,
shall not constitute issued and outstanding shares of the applicable series of Common Stock, and the Holder shall not
have any of the rights of a stockholder with respect to the shares of Common Stock covered by such an Award of Restricted
Stock Units, in each case until such shares shall have been issued to the Holder at the end of the Restriction Period. If
and to the extent that shares of Common Stock are to be issued at the end of the Restriction Period, the Holder shall be
entitled to receive Dividend Equivalents with respect to the shares of Common Stock covered thereby either (i) during the
Restriction Period or (ii) in accordance with the rules applicable to Retained Distributions, as the Committee may specify
in the Agreement.
8.7 Cash Payments. In connection with any Award of Restricted Shares or Restricted Stock Units, an Agreement may
provide for the payment of a cash amount to the Holder of such Awards at any time after such Awards shall have become
vested. Such cash amounts shall be payable in accordance with such additional restrictions, terms and conditions as
shall be prescribed by the Committee in the Agreement and shall be in addition to any other salary, incentive, bonus or
other compensation payments which such Holder shall be otherwise entitled or eligible to receive from the Company.
8.8 Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Shares or Restricted
Stock Units and the satisfaction of any other applicable restrictions, terms, and conditions, (i) all or the applicable portion
of such Restricted Shares or Restricted Stock Units shall become vested, (ii) any Retained Distributions with respect to such
Restricted Shares and any unpaid Dividend Equivalents with respect to such Restricted Stock Units shall become vested
to the extent that the Awards related thereto shall have become vested, and (iii) any cash amount to be received by the
Holder with respect to such Restricted Shares or Restricted Stock Units shall become payable, all in accordance with
the terms of the applicable Agreement. Any such Restricted Shares, Restricted Stock Units, Retained Distributions, and
any unpaid Dividend Equivalents that shall not become vested shall be forfeited to the Company, and the Holder shall not
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thereafter have any rights (including dividend and voting rights) with respect to such Restricted Shares, Restricted Stock
Units, Retained Distributions, and any unpaid Dividend Equivalents that shall have been so forfeited. The Committee may,
in its discretion, provide that the delivery of any Restricted Shares, Restricted Stock Units, Retained Distributions, and
unpaid Dividend Equivalents that shall have become vested, and payment of any related cash amounts that shall have
become payable under this Article VIII, shall be deferred until such date or dates as the recipient may elect. Any election
of a recipient pursuant to the preceding sentence shall be filed in writing with the Committee in accordance with such rules
and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be
made in compliance with Section 409A.
ARTICLE IX
Cash Awards and Performance Awards
9.1 Cash Awards. In addition to granting Options, SARs, Restricted Shares and Restricted Stock Units, the Committee
shall, subject to the limitations of the Plan, have authority to grant to eligible Persons Cash Awards. Each Cash Award shall
be subject to such terms and conditions, restrictions and contingencies, if any, as the Committee shall determine. The
determinations made by the Committee pursuant to this Section 9.1 shall be specified in the applicable Agreement.
9.2 Designation as a Performance Award. The Committee shall have the right to designate any Award of Options, SARs,
Restricted Shares, Restricted Stock Units or Cash Awards as a Performance Award.
9.3 Performance Measures. The Committee may establish performance measures for purposes of grants of Performance
Awards. Subject to the terms of this Plan, each of these measures shall be defined by the Committee on a consolidated,
group or division basis, on an absolute or relative basis or in comparison to one or more peer group companies or indices.
The amount of cash or shares payable or vested pursuant to Performance Awards may be adjusted upward or downward,
either on a formula or discretionary basis or any combination, as the Committee determines. Subject to the foregoing
provisions, the terms, conditions and limitations applicable to any Performance Awards made pursuant to the Plan shall
be determined by the Committee.
10.1 Acceleration of Awards.
ARTICLE X
GENERAL PROVISIONS
(a) Death or Disability. If a Holder’s employment or service shall terminate by reason of death or Disability,
notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement
or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each
outstanding Option or SAR granted under the Plan shall immediately become exercisable in full in respect of the
aggregate number of shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable
to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares and any
related Retained Distributions shall become vested and any related cash amounts payable pursuant to the applicable
Agreement shall be adjusted in such manner as may be provided in the Agreement; and (iii) in the case of Restricted
Stock Units, the Restriction Period applicable to each such Award of Restricted Stock Units shall be deemed to
have expired and all such Restricted Stock Units and any unpaid Dividend Equivalents shall become vested and any
related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be
provided in the Agreement.
(b) Approved Transactions; Board Change; Control Purchase. In the event of any Approved Transaction, Board
Change or Control Purchase, notwithstanding any contrary waiting period, installment period, vesting schedule or
Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case
of an Option or SAR, each such outstanding Option or SAR granted under the Plan shall become exercisable in full
in respect of the aggregate number of shares covered thereby; (ii) in the case of Restricted Shares, the Restriction
Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted
Shares and any related Retained Distributions shall become vested and any related cash amounts payable pursuant
to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement; and (iii) in the case
of Restricted Stock Units, the Restriction Period applicable to each such Award of Restricted Stock Units shall be
deemed to have expired and all such Restricted Stock Units and any unpaid Dividend Equivalents shall become vested
and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as
may be provided in the Agreement, in each case effective upon the Board Change or Control Purchase or immediately
prior to the Approved Transaction. The effect, if any, on a Cash Award of an Approved Transaction, Board Change or
LIBE RTY M EDI A C OR POR AT IO N / A-9
ANNEX A: LI BERT Y ME DIA CO R P OR AT ION 20 2 2 O MN IBUS I NC E NTI V E P LA N
Control Purchase shall be prescribed in the applicable Agreement. Notwithstanding the foregoing, unless otherwise
provided in the applicable Agreement, the Committee may, in its discretion, determine that any or all outstanding Awards
of any or all types granted pursuant to the Plan will not vest or become exercisable on an accelerated basis in
connection with an Approved Transaction if effective provision has been made for the taking of such action which, in
the opinion of the Committee, is equitable and appropriate to substitute a new Award for such Award or to assume such
Award and to make such new or assumed Award, as nearly as may be practicable, equivalent to the old Award
(before giving effect to any acceleration of the vesting or exercisability thereof), taking into account, to the extent
applicable, the kind and amount of securities, cash or other assets into or for which the applicable series of Common
Stock may be changed, converted or exchanged in connection with the Approved Transaction.
10.2 Termination of Employment or Service.
(a) General. If a Holder’s employment or service shall terminate prior to an Option or SAR becoming exercisable or
being exercised (or deemed exercised, as provided in Section 7.2) in full, or during the Restriction Period with
respect to any Restricted Shares or any Restricted Stock Units, then such Option or SAR shall thereafter become or
be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained Distributions and related cash
amounts and any unvested Restricted Stock Units, unpaid Dividend Equivalents and related cash amounts shall
thereafter vest, in each case solely to the extent provided in the applicable Agreement; provided, however, that, unless
otherwise determined by the Committee and provided in the applicable Agreement, (i) no Option or SAR may be
exercised after the scheduled expiration date thereof; (ii) if the Holder’s employment or service terminates by reason
of death or Disability, the Option or SAR shall remain exercisable for a period of at least one year following such
termination (but not later than the scheduled expiration of such Option or SAR); and (iii) any termination of the
Holder’s employment or service for cause will be treated in accordance with the provisions of Section 10.2(b). The
effect on a Cash Award of the termination of a Holder’s employment or service for any reason, other than for cause,
shall be prescribed in the applicable Agreement. For the avoidance of doubt, in the discretion of the Committee, an
Award may provide that a Holder’s service shall be deemed to have continued for purposes of the Award while a
Holder provides services to the Company, any Subsidiary, or any former affiliate of the Company or any Subsidiary.
(b) Termination for Cause. If a Holder’s employment or service with the Company or a Subsidiary of the Company
shall be terminated by the Company or such Subsidiary for “cause” during the Restriction Period with respect to any
Restricted Shares or Restricted Stock Units or prior to any Option or SAR becoming exercisable or being exercised
in full or prior to the payment in full of any Cash Award (for these purposes, “cause” shall have the meaning ascribed
thereto in any employment or consulting agreement to which such Holder is a party or, in the absence thereof, shall
include insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to
perform such Holder’s duties and responsibilities for any reason other than illness or incapacity; provided, however, that
if such termination occurs within 12 months after an Approved Transaction or Control Purchase or Board Change,
termination for “cause” shall mean only a felony conviction for fraud, misappropriation, or embezzlement), then, unless
otherwise determined by the Committee and provided in the applicable Agreement, (i) all Options and SARs and all
unpaid Cash Awards held by such Holder shall immediately terminate, and (ii) such Holder’s rights to all Restricted
Shares, Restricted Stock Units, Retained Distributions, any unpaid Dividend Equivalents and any related cash amounts
shall be forfeited immediately.
(c) Miscellaneous. The Committee may determine whether any given leave of absence constitutes a termination of
employment or service; provided, however, that for purposes of the Plan, (i) a leave of absence, duly authorized in
writing by the Company for military service or sickness, or for any other purpose approved by the Company if the
period of such leave does not exceed 90 days, and (ii) a leave of absence in excess of 90 days, duly authorized in
writing by the Company provided the employee’s right to reemployment is guaranteed either by statute or contract, shall
not be deemed a termination of employment. Unless otherwise determined by the Committee and provided in the
applicable Agreement, Awards made under the Plan shall not be affected by any change of employment or service
so long as the Holder continues to be a Nonemployee Director or an employee or independent contractor of the
Company or its Subsidiaries.
10.3 Right of Company to Terminate Employment or Service. Nothing contained in the Plan or in any Award, and no
action of the Company or the Committee with respect thereto, shall confer or be construed to confer on any Holder any right
to continue in the employ or service of the Company or any of its Subsidiaries or interfere in any way with the right of the
Company or any Subsidiary of the Company to terminate the employment or service of the Holder at any time, with or
A- 1 0 / 2022 PROXY STATEMENT
AN N EX A : L IBE RT Y M ED IA CO RP OR AT IO N 20 22 O MN IBU S IN C E NT IV E PLA N
without cause, subject, however, to the provisions of any employment or consulting agreement between the Holder and
the Company or any Subsidiary of the Company, or in the case of a director, to the charter and bylaws, as the same may
be in effect from time to time.
10.4 Nonalienation of Benefits. Except as set forth herein, no right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, hypothecation, pledge, exchange, transfer, garnishment, encumbrance or charge, and any
attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, garnish, encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or
torts of the Person entitled to such benefits.
10.5 Written Agreement. Each Award under the Plan shall be evidenced by a written agreement, in such form as the
Committee shall approve from time to time in its discretion, specifying the terms and provisions of such Award which may
not be inconsistent with the provisions of the Plan; provided, however, that if more than one type of Award is made to the
same Holder, such Awards may be evidenced by a single Agreement with such Holder. Each grantee of an Option, SAR,
Restricted Shares, Restricted Stock Units or Performance Award (including a Cash Award) shall be notified promptly of such
grant, and a written Agreement shall be promptly delivered by the Company. Any such written Agreement may contain
(but shall not be required to contain) such provisions as the Committee deems appropriate to insure that the penalty
provisions of Section 4999 of the Code will not apply to any stock or cash received by the Holder from the Company. Any
such Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by
Section 10.7(b).
10.6 Nontransferability. Unless otherwise determined by the Committee and expressly provided for in an Agreement,
Awards are not transferable (either voluntarily or involuntarily), before or after a Holder’s death, except as follows: (a) during
the Holder’s lifetime, pursuant to a Domestic Relations Order, issued by a court of competent jurisdiction, that is not
contrary to the terms and conditions of the Plan or any applicable Agreement, and in a form acceptable to the Committee;
or (b) after the Holder’s death, by will or pursuant to the applicable laws of descent and distribution, as may be the case.
Any person to whom Awards are transferred in accordance with the provisions of the preceding sentence shall take such
Awards subject to all of the terms and conditions of the Plan and any applicable Agreement.
10.7 Termination and Amendment.
(a) General. Unless the Plan shall theretofore have been terminated as hereinafter provided, no Awards may be
made under the Plan on or after the fifth anniversary of the Effective Date. The Plan may be terminated at any time
prior to such date and may, from time to time, be suspended or discontinued or modified or amended if such action is
deemed advisable by the Committee.
(b) Modification. No termination, modification or amendment of the Plan may, without the consent of the Person to
whom any Award shall theretofore have been granted, adversely affect the rights of such Person with respect to such
Award. No modification, extension, renewal or other change in any Award granted under the Plan shall be made
after the grant of such Award, unless the same is consistent with the provisions of the Plan. With the consent of the
Holder and subject to the terms and conditions of the Plan (including Section 10.7(a)), the Committee may amend
outstanding Agreements with any Holder, including any amendment which would (i) accelerate the time or times at
which the Award may be exercised and/or (ii) extend the scheduled expiration date of the Award. Without limiting the
generality of the foregoing, the Committee may, but solely with the Holder’s consent unless otherwise provided in the
Agreement, agree to cancel any Award under the Plan and grant a new Award in substitution therefor, provided that
the Award so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made.
Nothing contained in the foregoing provisions of this Section 10.7(b) shall be construed to prevent the Committee from
providing in any Agreement that the rights of the Holder with respect to the Award evidenced thereby shall be
subject to such rules and regulations as the Committee may, subject to the express provisions of the Plan, adopt from
time to time or impair the enforceability of any such provision.
10.8 Government and Other Regulations. The obligation of the Company with respect to Awards shall be subject to all
applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including the
effectiveness of any registration statement required under the Securities Act of 1933, and the rules and regulations of
any securities exchange or association on which the Common Stock may be listed or quoted. For so long as any series of
Common Stock are registered under the Exchange Act, the Company shall use its reasonable efforts to comply with
any legal requirements (i) to maintain a registration statement in effect under the Securities Act of 1933 with respect to all
shares of the applicable series of Common Stock that may be issuable, from time to time, to Holders under the Plan
and (ii) to file in a timely manner all reports required to be filed by it under the Exchange Act.
LIBE RTY M EDI A C OR POR AT ION / A-11
ANNEX A: LI BERT Y ME DIA CO R P OR AT ION 20 2 2 O MN IBUS I NC E NTI V E P LA N
10.9 Withholding. The Company’s obligation to deliver shares of Common Stock or pay cash in respect of any Award
under the Plan shall be subject to applicable federal, state and local tax withholding requirements. Federal, state and local
withholding tax due at the time of an Award, upon the exercise of any Option or SAR or upon the vesting of, or expiration
of restrictions with respect to, Restricted Shares or Restricted Stock Units or the attainment of performance measures
applicable to a Performance Award, as appropriate, may, in the discretion of the Committee, be paid in shares of Common
Stock already owned by the Holder or through the withholding of shares otherwise issuable to such Holder, upon such terms
and conditions (including the conditions referenced in Section 6.5) as the Committee shall determine. For the avoidance
of doubt, the Committee may, in its discretion, allow for tax withholding in respect of any Award up to the maximum
withholding rate applicable to the Holder. If the Holder shall fail to pay, or make arrangements satisfactory to the Committee
for the payment to the Company of, all such federal, state and local taxes required to be withheld by the Company, then
the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to
such Holder an amount equal to any federal, state or local taxes of any kind required to be withheld by the Company
with respect to such Award.
10.10 Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as creating any limitations
on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting
of stock options and the awarding of stock and cash otherwise than under the Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.
10.11 Exclusion from Other Plans. By acceptance of an Award, unless otherwise provided in the applicable Agreement,
each Holder shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into
account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension,
retirement or other benefit plan, program or policy of the Company or any Subsidiary of the Company. In addition, each
beneficiary of a deceased Holder shall be deemed to have agreed that such Award will not affect the amount of any life
insurance coverage, if any, provided by the Company on the life of the Holder which is payable to such beneficiary under any
life insurance plan of the Company or any Subsidiary of the Company.
10.12 Unfunded Plan. Neither the Company nor any Subsidiary of the Company shall be required to segregate any cash
or any shares of Common Stock which may at any time be represented by Awards, and the Plan shall constitute an
“unfunded” plan of the Company. Except as provided in Article VIII with respect to Awards of Restricted Shares and except
as expressly set forth in an Agreement, no Holder shall have voting or other rights with respect to the shares of Common
Stock covered by an Award prior to the delivery of such shares. Neither the Company nor any Subsidiary of the Company
shall, by any provisions of the Plan, be deemed to be a trustee of any shares of Common Stock or any other property,
and the liabilities of the Company and any Subsidiary of the Company to any Holder pursuant to the Plan shall be those
of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any Holder,
former service provider or beneficiary under the Plan shall be limited to those of a general creditor of the Company or the
applicable Subsidiary of the Company, as the case may be. In its sole discretion, the Board may authorize the creation of
trusts or other arrangements to meet the obligations of the Company under the Plan, provided, however, that the existence
of such trusts or other arrangements is consistent with the unfunded status of the Plan.
10.13 Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of
Delaware.
10.14 Accounts. The delivery of any shares of Common Stock and the payment of any amount in respect of an Award
shall be for the account of the Company or the applicable Subsidiary of the Company, as the case may be, and any such
delivery or payment shall not be made until the recipient shall have paid or made satisfactory arrangements for the
payment of any applicable withholding taxes as provided in Section 10.9.
10.15 Legends. Any statement of ownership evidencing shares of Common Stock subject to an Award shall bear such
legends as the Committee deems necessary or appropriate to reflect or refer to any terms, conditions or restrictions of the
Award applicable to such shares, including any to the effect that the shares represented thereby may not be disposed of
unless the Company has received an opinion of counsel, acceptable to the Company, that such disposition will not violate
any federal or state securities laws.
10.16 Company’s Rights. The grant of Awards pursuant to the Plan shall not affect in any way the right or power of the
Company to make reclassifications, reorganizations or other changes of or to its capital or business structure or to merge,
consolidate, liquidate, sell or otherwise dispose of all or any part of its business or assets.
A- 1 2 / 2022 PROXY STATEMENT
AN N EX A : L IBE RT Y M ED IA CO RP OR AT IO N 20 22 O MN IBU S IN C E NT IV E PLA N
10.17 Section 409A. The Plan and the Awards made hereunder are intended to be (i) “stock rights” exempt from
Section 409A of the Code (“Section 409A”) pursuant to Treasury Regulations § 1.409A-1(b)(5), (ii) “short-term deferrals”
exempt from Section 409A or (iii) payments which are deferred compensation and paid in compliance with Section 409A, and
the Plan and each Agreement shall be interpreted and administered accordingly. Any adjustments of Awards intended to
be “stock rights” exempt from Section 409A pursuant to Treasury Regulations § 1.409A-1(b)(5) shall be conducted in a
manner so as not to constitute a grant of a new stock right or a change in the time and form of payment pursuant to
Treasury Regulations §1.409A-1(b)(5)(v). In the event an Award is not exempt from Section 409A, (x) payment pursuant to
the relevant Agreement shall be made only on a permissible payment event or at a specified time in compliance with
Section 409A, (y) no accelerated payment shall be made pursuant to Section 10.1(b) unless the Board Change, Approved
Transaction or Control Purchase constitutes a “change in control event” under Treasury Regulations §1.409A-3(i)(5) or
otherwise constitutes a permissible payment event under Section 409A and (z) no amendment or modification of such Award
may be made except in compliance with the anti-deferral and anti-acceleration provisions of Section 409A. No deferrals
of compensation otherwise payable under the Plan or any Award shall be allowed, whether at the discretion of the Company
or the Holder, except in a manner consistent with the requirements of Section 409A. If a Holder is identified by the
Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which such Holder
has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any
Award payable or settled on account of a separation from service that is deferred compensation subject to Code Section 409A
shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Holder’s
separation from service, (2) the date of the Holder’s death, or (3) such earlier date as complies with the requirements of
Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the Plan or any Award shall
be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the
Award or the Plan. Unless otherwise provided in a separate agreement with the Holder, if any Award fails to meet the
requirements of Section 409A, neither the Company nor any of its Affiliates shall have any liability for any tax, penalty or
interest imposed on any Holder under Section 409A, and the Holder shall have no recourse against the Company or any of
its Affiliate for payment of any such tax, penalty or interest imposed by Section 409A.
10.18 Administrative Blackouts. In addition to its other powers hereunder, the Committee has the authority to suspend
(i) the exercise of Options or SARs and (ii) any other transactions under the Plan as it deems necessary or appropriate for
administrative reasons.
10.19 Clawback Policy. Notwithstanding any other provisions in this Plan, any Award shall be subject to recovery or
clawback by the Company under any clawback policy adopted by the Company, and as may be required by any applicable
law, government regulation or stock exchange listing requirement.
10.20 Stock Ownership Guidelines. Any Award shall be subject to any applicable stock ownership guidelines adopted by
the Company, as amended or superseded from time to time.
10.21 Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and may be made
by it selectively among persons who receive, or are eligible to receive, Awards (whether or not such persons are similarly
situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-
uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective Award
Agreements, as to the persons to receive Awards under the Plan, and the terms and provisions of Awards under the
Plan.
LIBE RTY M EDI A C OR POR AT ION / A-13
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 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, 2021 and 2020. 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.
2020
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liberty SiriusXM Group
Series B (LSXMB)
High
Low
50.89
42.42
41.65
47.42
47.42
51.70
52.10
58.13
24.49
30.54
33.04
34.45
42.06
43.68
45.70
48.08
F-1
Braves Group
Series B (BATRB)
Low
High
2020
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
33.00
30.00
26.00
39.90
21.60
20.95
18.60
24.90
2021
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
31.00
34.00
29.00
45.00
26.25
31.00
26.00
27.00
Formula One Group
Series B (FWONB)
Low
High
2020
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44.95
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36.00
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36.40
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.47
2021
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.10
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.93
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52.00
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56.70
22.00
21.00
30.00
36.10
43.02
38.75
42.40
49.33
Holders
The number of record holders as of January 31, 2022 were as follows:
Liberty SiriusXM common stock . . . . . . .
Liberty Braves common stock . . . . . . . . . .
Liberty Formula One common stock . . . . .
988
2,597
680
55
34
52
1,041
780
879
Series A
Series B
Series C
The foregoing numbers of record holders do not include the number of stockholders whose shares are held
nominally by banks, brokerage houses or other institutions, but include each such institution as one shareholder.
Dividends
We have not paid any cash dividends on our common stock, and we have no present intention of so doing.
Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings,
financial condition and other relevant considerations.
F-2
Securities Authorized for Issuance Under Equity Compensation Plans
Information required by this item is incorporated by reference to our definitive proxy statement for our 2022
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, 2021 is as follows:
Series A Liberty SiriusXM
Common Stock
Series C Liberty SiriusXM
Common Stock
Series A Liberty Formula One
Common Stock
(d) Maximum Number
Period
October 1-31, 2021 . . . . .
November 1-30, 2021 . . . .
December 1-31, 2021 . . . .
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
(a) Total Number
of Shares
Purchased
(b) Average
Price Paid per
Share
433,023 $
—
278,464 $
711,487
48.50
—
48.84
215,019
748,957
1,301,271
2,265,247
$
$
$
48.83
53.27
48.87
—
40,000
114,135
154,135
$
$
—
55.04
56.71
(c) Total Number of (or Approximate Dollar
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Value) of Shares that
May Yet be Purchased
Under the Plans or
Programs (in millions)
622
580
496
648,042 $
788,957 $
1,693,870 $
3,130,869
There were no repurchases of Series A 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, 2021.
During the three months ended December 31, 2021, 172 shares of Series A and 350 shares of Series C Liberty
Formula One common stock, 699 shares of Series A and 1,418 shares of Series C Liberty SiriusXM common stock, and
69 shares of Series A and 136 shares of Series C Liberty Braves common stock were surrendered by certain of our officers
and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock and
restricted stock units.
F-3
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, 2021. Live Nation is considered the world’s leading live entertainment
company. As of December 31, 2021, 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.
F-4
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 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, 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, 2021, 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 Senior 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, 2021, the Liberty SiriusXM Group has cash
and cash equivalents of approximately $598 million, which includes $191 million of subsidiary cash. On February 1, 2019,
Sirius XM Holdings acquired Pandora Media, Inc., which continues to operate as Pandora Media, LLC (“Pandora”). See
F-5
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 $313 million and $66 million, respectively, as of December 31,
2021.
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, 2021, 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, 2021, the Braves Group has cash and cash
equivalents of approximately $142 million, which includes $58 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, 2021, 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 interests in Formula 1 and Liberty Media Acquisition
Corporation, cash and Liberty’s 1% Cash Convertible Notes due 2023. The Formula One Group also has an intergroup
interest in the Braves Group of approximately 11.0%, valued at $191 million as of December 31, 2021. As of December 31,
2021, the Formula One Group had cash and cash equivalents of approximately $2,074 million, which includes $709 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, comprised of 17 Events, and the Major League Baseball season, comprised of 60
regular season games, 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. The 2021 regular
baseball season was comprised of 160 games, which is the same number of regular season games held in years prior to the
COVID-19 pandemic. Formula 1 originally scheduled 23 Events in 2021, and after a number of Events were cancelled
and/or replaced, a record 22 Events took place. Braves Holdings and Formula 1 have had limitations on the number of fans
in attendance at certain games and Events in 2021, thereby reducing revenue associated with fan attendance. Starting in
the third quarter of 2021, Live Nation saw a meaningful restart of its operations, with growth in ticket sales, new sponsor
partners and the resumption of shows, primarily in the United States and United Kingdom. It is unclear, as restrictions are
lifted in many jurisdictions, whether and to what extent COVID-19 concerns will continue to impact the use of and/or
F-6
demand for the entertainment, events and services provided by these businesses and demand for sponsorship and
advertising assets. If these businesses continue to face cancelled events, closed venues and reduced attendance, the impact
may substantially decrease our revenue. Due to the revenue reductions caused by COVID-19 to date, these businesses have
looked to reduce expenses, but should such impacts continue, the businesses may not be able to reduce expenses to the
same degree as any decline in revenue, which may adversely affect our results of operations and cash flow.
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 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, 100% sustainable fuel by 2026 and sustainable race events by 2025, and building
on Formula 1’s 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
Years ended December 31,
2020
2021
amounts in millions
2019
Revenue
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,696
8,696
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . .
8,040
8,040
7,794
7,794
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
568
568
178
178
476
476
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . .
2,136
2,136
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,400
1,145
1,145
9,363
2,022
2,022
10,292
Operating Income (Loss)
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,945
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(28)
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . .
1,917
790
(41)
749
1,578
(34)
1,544
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
20
(128)
(128)
(39)
(39)
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . .
92
(52)
40
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,977
(386)
(58)
(444)
177
17
(52)
(35)
1,470
Adjusted OIBDA
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,770
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15)
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . .
2,755
2,575
(31)
2,544
2,453
(17)
2,436
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
104
(53)
(53)
49
49
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . .
495
(29)
466
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,325
56
(38)
18
2,509
482
(36)
446
2,931
F-8
Revenue. Our consolidated revenue increased $2,037 million and decreased $929 million for the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding prior year periods. The 2021 increase was
driven by increases at Formula 1, Sirius XM Holdings and Braves Holdings of $991 million, $656 million and
$390 million, respectively. 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. 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 increased $1,800 million and decreased $1,293 million
for the years ended December 31, 2021 and 2020, respectively, as compared to the corresponding prior year periods. The
2021 increase was driven by $1,155 million, $478 million and $152 million increases in Sirius XM Holdings, Formula 1
and Braves Holdings operating results, respectively. 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. 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 $256 million, $261 million and $291 million of stock compensation expense for the years ended
December 31, 2021, 2020 and 2019, respectively. The decrease in stock compensation expense in 2021 as compared to
2020 is primarily due to a decrease of $21 million at Sirius XM Holdings, partially offset by increases of $6 million and
$4 million at Braves Holdings and Formula 1, 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.
As of December 31, 2021, the total unrecognized compensation cost related to unvested Sirius XM Holdings
stock options and restricted stock units was $455 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
2.5 years.
As of December 31, 2021, the total unrecognized compensation cost related to unvested Liberty equity awards
was approximately $49 million. Such amount will be recognized in our consolidated statements of operations over a
weighted average period of approximately 1.6 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:
2021
Years ended December 31,
2020
amounts in millions
2019
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . $
Depreciation and amortization . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . .
Litigation settlements and reserves . . . . . . . . . . . .
Impairment, restructuring and acquisition costs,
net of recoveries . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,977
1,072
256
—
177
1,083
261
(16)
20
3,325
1,004
2,509
1,470
1,061
291
25
84
2,931
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. The aforementioned litigation settlement 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 increased $816 million and decreased $422 million for the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding prior year periods. The increase in 2021 as
compared to the prior year was primarily due to increases of $439 million, $195 million and $160 million in Formula 1,
Sirius XM Holdings and Braves Holdings Adjusted OIBDA, respectively. The decrease in Adjusted OIBDA 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. 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on dilution of investment in affiliate
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
2021
amounts in millions
2019
(495)
(24)
(123)
(642)
(435)
(462)
(27)
(26)
(146)
(195)
(634) (657)
(253)
30
23
(200)
(484)
6
(108)
(586)
(24)
18
12
6
(433)
3
(21)
(451)
(41)
(521)
(4)
(10)
129
(270)
(402) (315)
152
—
—
152
4
—
—
4
—
—
7
7
(60)
(1)
14
(47)
(17)
—
23
6
(38)
2
38
2
$ (1,188)
(1,612) (957)
Interest expense. Consolidated interest expense increased $8 million and decreased $23 million for the years
ended December 31, 2021 and 2020, respectively, as compared to the corresponding prior year periods. During both of the
years ended December 31, 2021 and 2020, interest expense for the Liberty SiriusXM Group increased as compared to the
corresponding prior years due to an increase in the average amount of corporate and subsidiary debt outstanding. During
both of the years ended December 31, 2021 and 2020, interest expense for the Formula One Group decreased as compared
to the corresponding prior years due to a decrease 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.
F-11
Share of earnings (losses) of affiliates. The following table presents our share of earnings (losses) of affiliates:
Years ended December 31,
2020
2021
2019
Liberty SiriusXM Group
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (235)
4
Sirius XM Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(22)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(253)
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . .
(465) NA
(3)
(21)
(24)
5
(24)
(484)
amounts in millions
Braves Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
30
6
6
18
18
Formula One Group
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . .
NA
23
23
$ (200)
(112)
4
(108)
(586)
4
8
12
6
Liberty’s interest in Live Nation was reattributed from the Formula One Group to the Liberty SiriusXM Group
effective April 22, 2020. Due to the impact of COVID-19, Live Nation recorded significant losses during the years ended
December 31, 2021 and 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
(886)
193
38
$ (451)
(74)
(114)
(127)
(87)
(402)
110
(584)
215
(56)
(315)
Years ended December 31,
2020
2021
amounts in millions
2019
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.
Other unrealized gains (losses) are primarily driven by changes in the fair value of Formula 1’s interest rate swaps.
Gains (losses) on dilution of investment in affiliate. The increase in gains on dilution of our investment in Live
Nation during the year ended December 31, 2021, as compared to the corresponding prior year period, was driven by a
F-12
common stock offering of approximately 5.2 million shares by Live Nation during September 2021. As previously
disclosed, Liberty’s investment in Live Nation was 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.
Other, net. The increase in other, net expense in 2021, as compared to the corresponding prior year period, was
primarily driven by an increase in losses on extinguishment of debt related to Sirius XM Holdings. The decrease in other,
net expense in 2020, as compared to the corresponding prior year period, was primarily driven by a decrease in losses on
extinguishment of debt related to Sirius XM Holdings.
Income taxes. The Company had income tax expense of $45 million, income tax benefit of $44 million and
income tax expense of $166 million for the years ended December 31, 2021, 2020 and 2019, respectively. Our effective
tax rate for the years ended December 31, 2021, 2020 and 2019 was 6%, 3% and 32%, respectively. Our effective tax rate
for all three years was impacted for the following reasons:
• During 2021, our effective tax rate was lower than the 21% U.S. federal tax rate due to federal income tax
credits, the settlement of state income tax audits at Sirius XM Holdings and a change in the Company’s
foreign effective tax rate, partially offset by an increase in the Company’s valuation allowance, the effect of
state income taxes and certain losses that are not deductible for income tax purposes.
• 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 foreign
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.
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. On November 1, 2021, Liberty entered into an exchange agreement with certain counterparties to
acquire an aggregate of 43,658,800 shares of Sirius XM Holdings common stock in exchange for the issuance by Liberty
to the counterparties of an aggregate of 5,347,320 shares of Series A Liberty SiriusXM common stock. Following the
closing of the exchange on November 3, 2021, Liberty and Sirius XM Holdings became members of the same consolidated
federal income tax group. The tax sharing agreement with Sirius XM Holdings, dated February 1, 2021, governs the
allocation of consolidated and combined tax liabilities and sets forth agreements with respect to other tax matters. The tax
sharing agreement and Sirius XM Holdings’ inclusion in the Company’s consolidated federal income tax group is not
expected to have a material adverse effect on the Company. See note 12 to the accompanying consolidated financial
statements for additional information regarding the tax sharing agreement.
Net earnings. We had net earnings of $744 million, losses of $1,391 million and earnings of $347 million for
the years ended December 31, 2021, 2020 and 2019, respectively. The change in net earnings was the result of the above-
described fluctuations in our revenue, expenses and other gains and losses.
F-13
Liquidity and Capital Resources
As of December 31, 2021, 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, 2021, Liberty had $217 million of unencumbered marketable equity securities.
Liberty currently does not have a corporate debt rating.
As of December 31, 2021, 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 . . . . . . . . . . . . . . . . . . . . . . . . $
191
407
598
142
142
709
1,365
2,074
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. As of December 31, 2021, 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, 2021,
Liberty had $875 million available under Liberty’s margin loan secured by shares of Sirius XM Holdings and $400 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, 2021. 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 it is tested for the period of four consecutive quarters ending with 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
F-14
$200 million and certain restrictions on dividends, other payments and the incurrence of additional debt. On January 29,
2021, Braves Holdings amended one of the debt agreements of the mixed-use loans, modifying the calculation of the debt
yield 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,
2021
2020
2019
Liberty SiriusXM Group cash provided (used) by investing activities . . . . . . . $
Braves Group cash provided (used) by investing activities . . . . . . . . . . . . . . . .
Formula One Group cash provided (used) by investing activities . . . . . . . . . . .
Cash Flow Information
Liberty SiriusXM Group cash provided (used) by operating activities. . . . . . . $ 1,894
Braves Group cash provided (used) by operating activities . . . . . . . . . . . . . . . .
62
Formula One Group cash provided (used) by operating activities . . . . . . . . . .
481
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . . . . $ 2,437
(64)
(25)
(600)
(689)
Liberty SiriusXM Group cash provided (used) by financing activities. . . . . . . $ (2,232)
22
Braves Group cash provided (used) by financing activities . . . . . . . . . . . . . . . .
Formula One Group cash provided (used) by financing activities . . . . . . . . . .
512
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . $ (1,698)
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . . . . . $
amounts in millions
1,924
(55)
(139)
1,730
(734)
(77)
75
(736)
(689)
105
1,158
574
1,944
75
294
2,313
384
(107)
37
314
(1,923)
54
96
(1,773)
Liberty’s primary uses of corporate cash during the year ended December 31, 2021 (excluding cash used by Sirius
XM Holdings, Formula 1 and Braves Holdings) were $500 million of Series A and Series C Liberty SiriusXM common
stock repurchases, $321 million of debt repayments and $55 million of Series A Liberty Formula One common stock
repurchases. These uses were primarily funded by $125 million of borrowings under the margin loan secured by shares of
Sirius XM Holdings, dividends from Sirius XM Holdings and cash on hand.
Sirius XM Holdings’ primary uses of cash during the year ended December 31, 2021 were the repayment of
borrowings of debt, repurchase and retirement of outstanding Sirius XM Holdings common stock, additions to property
and equipment and dividends paid to stockholders. The Sirius XM Holdings uses of cash were funded by borrowings of
debt, cash provided by operating activities and proceeds from satellite insurance policies associated with SXM-7. During
the year ended December 31, 2021, Sirius XM Holdings declared a cash dividend each quarter, and paid in cash an
aggregate amount of $268 million, of which Liberty received $210 million.
Braves Holdings’ primary use of cash during the year ended December 31, 2021 was capital expenditures for
continued expansion of the mixed-use development, funded primarily by cash on hand, excess cash from operations and
net borrowings of debt.
During the year ended December 31, 2021, Formula 1 generated cash from operations and did not have any
material uses of cash.
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. Liberty expects
to receive quarterly cash dividends from Sirius XM Holdings, as well as its portion of the special cash dividend, as
described below, which are non-taxable because Liberty and Sirius XM Holdings are members of the same consolidated
F-15
federal income tax group. Net payments of income tax liabilities may be required to settle items under discussion with tax
authorities.
Sirius XM Holdings’ uses of cash are expected to be capital expenditures, including the construction of
replacement satellites, working capital requirements, repurchases of outstanding Sirius XM Holdings common stock,
interest payments, taxes and scheduled maturities of outstanding debt. In addition, Sirius XM Holdings’ board of directors
expects to declare regular quarterly dividends. On January 26, 2022, Sirius XM Holdings’ board of directors declared a
quarterly dividend on its common stock in the amount of $0.0219615 per share of common stock, payable on February 25,
2022 to stockholders of record at the close of business on February 11, 2022. On January 31, 2022, Sirius XM Holdings’
board of directors declared a special cash dividend on its common stock in the amount of $0.25 per share of common stock,
or an aggregate of approximately $1 billion, payable on February 25, 2022 to stockholders of record at the close of business
on February 11, 2022. Liberty expects Sirius XM Holdings to fund its projected uses of cash with cash on hand, cash
provided by operations and borrowings under its existing credit facility.
Formula 1’s uses of cash are expected to be debt service payments and operating expenses. Liberty expects
Formula 1 to fund its projected uses of cash with cash on hand and cash provided by operations.
Braves Holdings’ uses of cash are expected to be expenditures related to the mixed-use development, 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
were adversely impacted by COVID-19 during the year ended December 31, 2020 and may be impacted by labor disputes,
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 Material Cash Requirements
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 material cash requirements 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, 2021 aggregated $285 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. The Braves are under no legal obligation to pay Major League player salaries during any period
that players do not render services during a labor dispute (including the ongoing lockout).
F-16
Information concerning the amount and timing of required payments, both accrued and off-balance sheet,
excluding uncertain tax positions as it is indeterminable when payments will be made, is summarized below.
Total
Less than 1 year 2 - 3 years 4 - 5 years After 5 years
Payments due by period
amounts in millions
Material Cash Requirements
Long-term debt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,184
Interest payments (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,191
Programming and royalty fees (3) . . . . . . . . . . . . . . . . . . . .
2,302
Lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
758
Employment agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
285
Other obligations (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
609
Total consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,329
429
614
799
85
103
203
2,233
5,582
1,039
1,166
162
127
305
8,381
1,273
837
187
146
55
48
2,546
9,900
1,701
150
365
—
53
12,169
(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, 2021, (ii) assume the interest rates on our variable
rate debt remain constant at the December 31, 2021 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 and launch two new satellites, SXM-9 and SXM-10.
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, radio manufacturers and other third
parties 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 Instrument Valuations. Our non-financial instrument valuations are primarily comprised of
our determination of the estimated fair value allocation of net tangible and identifiable intangible assets acquired in
business combinations, our annual assessment of the recoverability of our goodwill and other nonamortizable intangibles,
such as trademarks, and our evaluation of the recoverability of our other long-lived assets upon certain triggering events.
F-17
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, 2021, the intangible assets not subject to amortization for each of our consolidated reportable
segments were as follows (amounts in millions):
Sirius XM Holdings . . . . . . . . . . . . . . . . . . $ 15,112
3,956
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
180
Consolidated . . . . . . . . . . . . . . . . . . . . . . . . $ 19,248
Goodwill FCC Licenses Other Total
8,600
—
—
8,600
1,242
—
143
1,385
24,954
3,956
323
29,233
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 four in-orbit XM satellites, XM-3, XM-4, XM-5 and SXM-8. The XM-3
satellite, launched in 2005, reached the end of its depreciable life in 2020 and the XM-4 satellite, launched in 2006, reached
the end of its depreciable life in 2021. The XM-5 satellite 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. SXM-7 was launched into a geostationary
orbit in December 2020 and in-orbit testing of SXM-7 began on January 4, 2021. During in-orbit testing of SXM-7, events
occurred which caused failures of certain SXM-7 payload units. The evaluation of SXM-7 concluded that the satellite will
not function as intended and the asset was fully impaired in 2021. The SXM-8 satellite was successfully launched into a
geostationary orbit on June 6, 2021 and was placed into service on September 8, 2021 following the completion of in-orbit
testing. The SXM-8 satellite replaced the XM-3 satellite, which remains available as an in-orbit spare, along with XM-5.
Sirius XM Holdings has entered into agreements for the design, construction and launch of two satellites, SXM-9 and
SXM-10.
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 and 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,
which is sold under the SXM Media brand, direct sales of Sirius XM’s satellite radios and accessories, and other ancillary
services. As of December 31, 2021, Sirius XM had approximately 34.0 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.
Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius
XM Canada”). Sirius XM Canada's subscribers are not included in Sirius XM’s subscriber count or subscriber-based
operating metrics.
Pandora operates a music, comedy and podcast streaming discovery platform, offering a personalized experience
for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected
devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and
F-19
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 (Pandora Plus) and (3) an on-
demand subscription service (Pandora Premium). As of December 31, 2021, Pandora had approximately 6.4 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. 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, 2021, Pandora
had approximately 52.3 million monthly active users.
In February 2020, Sirius XM Holdings completed a $75 million investment in SoundCloud. SoundCloud is a
next-generation music entertainment company, powered by an ecosystem of artists, listeners, and curators on the pulse of
what's new, now and next in music culture. 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.
In June 2020, Sirius XM Holdings acquired Simplecast for $28 million in cash. Simplecast is a podcast
management and analytics platform.
In October 2020, Sirius XM Holdings acquired the assets of Stitcher from The E.W. Scripps Company and certain
of its subsidiaries (“Scripps”) for a total consideration of $302 million, which included $266 million in cash and $36
million related to contingent consideration. During the year ended December 31, 2021, Stitcher did not achieve certain
financial metrics, as a result of which, Sirius XM Holdings does not expect to pay to Scripps the 2021 portion of the
contingent consideration associated with the transaction. During the year ended December 31, 2021, Sirius XM Holdings
recognized a $17 million benefit related to the change in fair value of the 2021 portion of the contingent consideration.
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.
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 year ended December 31,
2019. 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.
On November 1, 2021, Liberty entered into an exchange agreement with certain counterparties to acquire an
aggregate of 43,658,800 shares of Sirius XM Holdings common stock in exchange for the issuance by Liberty to the
counterparties of an aggregate of 5,347,320 shares of Series A Liberty SiriusXM common stock. Following the closing of
F-20
the exchange on November 3, 2021, Liberty and Sirius XM Holdings became members of the same consolidated federal
income tax group. The tax sharing agreement with Sirius XM Holdings, dated February 1, 2021, governs the allocation of
consolidated and combined tax liabilities and sets forth agreements with respect to other tax matters.
Also on November 1, 2021, Sirius XM Holdings entered into (i) an agreement with Liberty whereby Liberty
agreed not to effect any merger with Sirius XM Holdings pursuant to Section 253 of the General Corporation Law of the
State of Delaware (or any successor to such statute) without obtaining the prior approval of a special committee of the
Sirius XM Holdings board of directors, all of whom are independent of Liberty (the “Special Committee”) (or any
successor special committee of Sirius XM Holdings’ independent and disinterested directors) and (ii) an agreement
regarding certain tax matters relating to the exchange. Each of these agreements was negotiated by the Special Committee
with Liberty.
As of December 31, 2021, there is an approximate 19% noncontrolling interest in Sirius XM Holdings, and the
net earnings of Sirius XM Holdings attributable to such noncontrolling interest is eliminated through the noncontrolling
interest line item in the consolidated statement of operations. Sirius XM is a separate publicly traded company and
additional information about Sirius XM can be obtained through its website and its public filings, which are not
incorporated by reference herein.
Sirius XM Holdings’ operating results were as follows:
Years ended December 31,
2021
(actual)
2020
(actual)
2019
(pro forma)
amounts in millions
Sirius XM:
Subscriber revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Sirius XM revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Pandora:
Subscriber revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Pandora revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses (excluding stock-based compensation included
below):
Sirius XM cost of services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pandora cost of services (excluding litigation reserve) . . . . . . . . . . . . . . .
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses (excluding litigation
settlement) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation settlements and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment, restructuring and acquisition costs, net of recoveries . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,084
188
201
151
6,624
530
1,542
2,072
8,696
(2,594)
(1,329)
(325)
(1,449)
(229)
2,770
—
(202)
(20)
(603)
1,945
5,857
157
173
155
6,342
515
1,183
1,698
8,040
(2,430)
(1,121)
(362)
(1,332)
(220)
2,575
16
(223)
(1,004)
(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
Sirius XM Subscriber revenue includes self-pay and paid promotional subscriptions, U.S. Music Royalty Fees
and other ancillary fees. Subscriber revenue increased 4% for both of the years ended December 31, 2021 and 2020, as
compared to the corresponding prior year periods. The increase for the year ended December 31, 2021 was primarily driven
F-21
by growth in Sirius XM’s average monthly revenue per subscriber of 5% and in Sirius XM’s self-pay subscriber base of
4%, driving higher self-pay revenue and U.S. Music Royalty Fees, partially offset by revenue generated from automakers
offering paid promotional subscriptions. 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.
Sirius XM Advertising revenue includes the sale of advertising on Sirius XM’s non-music channels. Advertising
revenue increased 20% and decreased 23% for the years ended December 31, 2021 and 2020, respectively, as compared
to the corresponding prior year periods. The increase for the year ended December 31, 2021 was due to higher advertising,
primarily on news and sport channels, as Sirius XM continues to recover to pre-COVID levels. 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.
Sirius XM Equipment revenue includes revenue and royalties for the sale of satellite radios, components and
accessories. Equipment revenue increased 16% and was flat for the years ended December 31, 2021 and 2020, respectively,
as compared to the corresponding prior year periods. The increase for the year ended December 31, 2021 was driven by
higher royalty revenue from new vehicle production as automakers pushed to get back to pre-COVID-19 manufacturing
levels during the first half of 2021 and due to Sirius XM’s transition to a new generation of chipsets, partially offset by
semiconductor supply shortages in the second half of 2021. During the year ended December 31, 2020, increased original
equipment manufacturer (“OEM”) royalty revenue was offset by lower direct sales to customers and the loss of revenue
resulting from the termination of the Automatic service.
Sirius XM Other revenue includes service and advisory revenue from Sirius XM Canada, connected vehicle
services, and ancillary revenue. Other revenue decreased 3% and 10% for the years ended December 31, 2021 and 2020,
respectively, as compared to the corresponding prior year periods. The decrease for the year ended December 31, 2021
was primarily driven by lower revenue generated by rental car arrangements. 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.
Pandora subscriber revenue includes fees charged for Pandora Plus, Pandora Premium, Stitcher and Simplecast
subscriptions. Pandora subscriber revenue increased 3% and decreased 2% during the years ended December 31, 2021 and
2020, respectively, as compared to the corresponding periods in the prior year. The increase for the year ended
December 31, 2021 was primarily driven by the inclusion of Stitcher during the full year 2021 as well as a 3% increase in
average subscribers from 2020. 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.
Pandora advertising revenue is generated primarily from audio, display and video advertising from on-platform
and off-platform advertising. Pandora advertising revenue increased 30% and decreased 1% during the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding periods in the prior year. The increase for
the year ended December 31, 2021 was primarily driven by strong monetization of on platform programming to $102.74
per thousand hours, and higher off-platform revenue as well as a full year of Stitcher revenue. 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.
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 3% and 4% during 2021 and 2020, respectively, as compared to the prior year
periods. The increases were driven by overall greater revenue subject to royalties and revenue share.
F-22
• Programming and Content includes costs to acquire, create, promote and produce content. Programming and
content costs increased 14% and 1% during 2021 and 2020, respectively, as compared to the corresponding prior
years. The increases for both years were driven primarily by higher content licensing costs. The increase in 2020
was also driven by increased personnel-related costs, 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 increased
5% and decreased 2% during 2021 and 2020, respectively, as compared to the corresponding prior years. The
increase for 2021 was driven by higher transaction costs, consulting and personnel-related costs, partially offset
by lower bad debt expense and lower call center expense. 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.
• 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 and 360L streaming and connected vehicle services as well as costs from the sale of satellite radios,
components and accessories and provisions for inventory allowance attributable to products purchased for resale
in Sirius XM’s direct to consumer distribution channels. Other costs of subscriber services increased 25% and
was flat during the years ended December 31, 2021 and 2020, respectively, as compared to the corresponding
prior years. The 2021 increase was primarily driven by costs associated with cloud hosting, wireless connectivity
for Sirius XM’s 360L platform, streaming content and connected vehicle services. 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.
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
20% and 1% during the years ended December 31, 2021 and 2020, respectively, as compared to the corresponding
periods in the prior year. The 2021 increase was primarily due to higher royalty rates associated with owned and
operated revenue as well as higher AdsWizz revenue, the inclusion of Stitcher for a full year and the growth in
other off-platform revenue. 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.
• Programming and content includes costs to produce live listener events and promote content. Programming and
content increased 59% and 71% during the years ended December 31, 2021 and 2020, respectively, as compared
to the corresponding periods in the prior year. The 2021 increase was primarily attributable to additional live
events in 2021, higher license costs and personnel-related costs driven by the inclusion of Stitcher for a full year.
The 2020 increase was 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 decreased 1% and increased 2% during the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding periods in the prior year. The 2021
decrease was primarily driven by lower bad debt expense, partially offset by higher transaction fees. The 2020
increase was primarily driven by higher bad debt expense, partially offset by 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 increased
10% and decreased 9% during the years ended December 31, 2021 and 2020, respectively, as
F-23
compared to the corresponding periods in the prior year. The 2021 increase was primarily driven by higher
streaming costs. The 2020 decrease was primarily driven by lower streaming costs due to lower listener hours
and lower 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, 2021 and 2020, subscriber acquisition costs decreased 10% and 15%, respectively, as compared to the
corresponding periods in the prior year. The 2021 decrease was driven by lower subsidies from contract improvements
with certain automakers as well as lower costs resulting from the semiconductor supply shortages during 2021, partially
offset by slightly higher OEM installations. 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.
Selling, general and administrative (excluding litigation settlement) expense includes costs of marketing,
advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing;
personnel related costs; facilities costs, finance, legal, human resources and information technology costs. Selling, general
and administrative expense increased 9% and decreased 1% for the years ended December 31, 2021 and 2020, respectively,
as compared to the corresponding prior year periods. The 2021 increase was primarily due to higher brand media, streaming
and trial-related direct marketing costs as well as higher personnel-related, consulting and technology costs, partially offset
by lower charitable contributions. The decrease for the year ended December 31, 2020 was driven by 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.
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, 2021
and 2020, other operating expense increased 4% and decreased 9%, respectively, as compared to the corresponding periods
in the prior year. The 2021 increase was driven by higher personnel-related costs, partially offset by lower research and
development costs. The 2020 decrease was driven by lower personnel-related costs.
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. The aforementioned litigation settlement 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 9% and 7% during the years ended December 31, 2021 and 2020,
respectively, as compared to the corresponding periods in the prior year. The decreases are primarily due to decreases in
Pandora’s stock-based compensation.
Impairment, restructuring and acquisition costs, net of recoveries include impairment charges associated with
intangible assets, impairment charges, net of insurance recoveries, associated with the SXM-7 satellite, restructuring
expenses associated with the abandonment of certain leased office spaces and acquisition costs. During the year ended
December 31, 2021, Sirius XM Holdings recorded $220 million of insurance recoveries, which offset the $220 million
impairment recorded to the carrying value of the SXM-7 satellite after it experienced failures of certain payload units
during in-orbit testing, restructuring costs of $25 million resulting from the termination of leased office space, acquisition
costs of $12 million and reversed a $17 million liability related to the Stitcher acquisition. During the year ended
December 31, 2020, Sirius XM Holdings recorded a goodwill impairment charge of $956 million related to the Pandora
reporting unit, a $20 million impairment of Pandora’s trademark, costs associated with the termination of the Automatic
service and costs associated with the acquisitions of Simplecast and Stitcher.
F-24
Depreciation and amortization increased 5% and 4% during the years ended December 31, 2021 and 2020,
respectively, 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. 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 sponsorship arrangements. A significant majority of the race promotion, media rights
(formerly referred to as broadcasting) and sponsorship contracts specify payments in advance and annual increases in the
fees payable over the course of the contracts.
The 2021 World Championship was originally scheduled to have 23 Events. Despite the effects of the COVID-19
pandemic, leading to the cancellation and / or replacement of certain Events, the 2021 World Championship consisted of
a record 22 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. The 2020 World Championship revised
calendar consisted of 17 Events.
Formula 1’s operating results were as follows:
2021
Years ended December 31,
2020
amounts in millions
2019
Primary Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,850
286
2,136
1,029
116
1,145
1,750
272
2,022
Operating expenses (excluding stock-based compensation
included below):
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1,489)
(152)
495
(17)
(386)
92
(974)
(115)
56
(13)
(429)
(386)
(1,393)
(147)
482
(19)
(446)
17
Number of Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
17
21
During the year ended December 31, 2021, Formula 1 began reporting certain components of Other Formula 1
revenue in Primary Formula 1 revenue to better align with the way it currently evaluates the business. In addition,
broadcasting revenue was renamed media rights revenue. The components that were reclassified include fees for licensing
commercial rights for Formula 2 and Formula 3 races, fees for the origination and support of program footage, fees for
broadcast rights for Formula 2 and Formula 3 races, fees for F1 TV subscriptions and fees for advertising rights on Formula
1’s digital platforms. Accordingly, $65 million and $86 million of Other Formula 1 revenue has been reclassified to Primary
Formula 1 revenue for the years ended December 31, 2020 and 2019, respectively, to conform with the current presentation.
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, fees from certain race promoters to license additional commercial rights
from Formula 1 to secure Formula 2 and Formula 3 races at their Events and from technical service fees from promoters
to support the origination of program footage), media rights fees (earned from licensing the right to broadcast Events and
Formula 2 and Formula 3 races on television and other platforms, F1 TV subscriptions and other related services, the
F-25
origination of program footage, footage from Formula 1’s archives and the licensing of radio broadcast and other ancillary
media rights) and sponsorship fees (earned from the sale of World Championship and Event-related sponsorship rights and
the servicing of such rights, rights to advertise on Formula 1’s digital platforms and at non-Championship related events).
Primary Formula 1 revenue increased $821 million and decreased $721 million during the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding periods in the prior year.
Race promotion revenue increased during the year ended December 31, 2021, as compared to the prior year,
driven by five more Events in 2021, with the 2021 World Championship including more non-European events. In addition,
fan attendance increased at Events as 2021 progressed, with a return to full capacity crowds at a number of Events. In
comparison to 2020, there were only a limited number of one-time changes to the contractual terms of Events in 2021 as
a result of limitations on fan attendance. During the year ended December 31, 2021, a one-time settlement related to another
Event, relieving a race promoter from its obligation to stage a race that was originally scheduled to be held in 2020, also
contributed to the increase in race promotion revenue. Media rights revenue increased during the year ended December 31,
2021, as compared to the prior year, driven by higher broadcasting fees in 2021 due to more Events, improved terms in
certain new and renewed broadcasting agreements, other contractual rate increases, and strong growth in F1 TV
subscription revenue. Sponsorship revenue increased during the year ended December 31, 2021, as compared to the prior
year, driven by revenue from new sponsors and the impact of five more Events in 2021.
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 of the 2020 World Championship. Media rights 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 media rights revenue. Additionally, Formula 1 was prevented from delivering all
of the elements of its 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.
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, various television production activities and other ancillary
operations.
Other Formula 1 revenue increased $170 million and decreased $156 million during the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding periods in the prior year. The 2021 increase
was driven by hospitality revenue generated from the sale of tickets to the Formula One Paddock Club, which operated at
11 Events during 2021 compared to only one Event in 2020 due to COVID-19 related restrictions, higher licensing revenue
from growth in gaming royalties and new contracts and higher freight and travel income from five more Events as well as
more Events outside of Europe. Other Formula 1 revenue decreased in 2020 compared to 2019 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.
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, 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
F-26
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.
2021
Years ended December 31,
2020
amounts in millions
2019
Team payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other costs of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1,068)
(421)
(1,489)
(711)
(263)
(974)
(1,012)
(381)
(1,393)
Cost of Formula 1 revenue increased $515 million and decreased $419 million during the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding periods in the prior year.
Team payments increased $357 million and decreased $301 million during the years ended December 31, 2021
and 2020, respectively, as compared to the corresponding periods in the prior year. The 2021 increase was primarily driven
by the increase in Primary Formula 1 revenue and the associated impact on the calculation of variable Prize Fund elements,
which are calculated with reference to Formula 1’s revenue and costs. The 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,
partially offset by one-time fees paid to teams upon signing the 2021 Concorde Agreement in 2020.
Other costs of Formula 1 revenue increased $158 million and decreased $118 million during the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding periods in the prior year. The 2021 increase
was attributable to costs associated with the operation of the Paddock Club at 11 Events, and higher technical, freight and
logistics, digital media and other related costs, driven by five more Events and the requirements of the differing race
calendar in 2021. The 2020 decrease was driven by four fewer Events, fewer non-European Events, and the significantly
reduced activities due to COVID-19.
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
increased $37 million and decreased $32 million during the years ended December 31, 2021 and 2020, respectively, as
compared to the corresponding periods in the prior year. The 2021 increase was driven by higher personnel costs,
discretionary marketing expenditures and professional fees. 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 professional fees and lower discretionary marketing expenditures.
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
increased $4 million and decreased $6 million during the years ended December 31, 2021 and 2020, respectively, as
compared to the corresponding periods in the prior year. The 2021 increase was due to a change in the vesting schedule of
awards granted during the current year. The 2020 decrease was due to the vesting of outstanding awards and a decrease in
the fair value of the underlying awards.
Depreciation and amortization includes depreciation of fixed assets and amortization of intangible assets.
Depreciation and amortization decreased $43 million and $17 million during the year ended December 31, 2021 and 2020,
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 the FCL Braves. In addition, Braves Holdings indirectly owned and operated three Professional Development League
F-27
Clubs (the Gwinnett Stripers, Mississippi Braves and Rome Braves) until they were sold in January 2022. Each club will
remain affiliated with the Atlanta Braves during the 10-year license agreement term. 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 since games were played
without fans in attendance due to COVID-19. The 2021 regular season was comprised of 160 games and the minor league
season started in May.
In December 2021, the Collective Bargaining Agreement, which requires Major League Baseball (“MLB”) clubs
to sign players using a uniform contract, expired and MLB commenced a lockout of the Major League players. Negotiations
are ongoing, but no agreement has been reached to date. Any labor disputes, such as players’ strikes, protests or lockouts,
could postpone or cancel MLB games. No revenue will be recognized for cancelled games and the impact may have a
material negative effect on our business and results of operations.
Operating results attributable to Braves Holdings were as follows.
2021
Year ended December 31,
2020
amounts in millions
2019
Baseball revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Development revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
526
42
568
Operating expenses (excluding stock-based compensation included
below):
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Regular season home games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Postseason home games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(377)
(80)
111
(8)
(72)
31
79
8
142
36
178
(170)
(57)
(49)
(3)
(69)
(121)
30
7
438
38
476
(344)
(78)
54
(15)
(71)
(32)
81
3
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, suites and
premium seat fees), local broadcast rights and shared MLB revenue streams, including national broadcast rights and
licensing. Development revenue is derived from the mixed-use facilities and primarily includes rental income. For the
years ended December 31, 2021 and 2020, revenue increased $390 million and decreased $298 million, respectively, as
compared to the corresponding prior years. The increase in baseball revenue during 2021 as compared to 2020 was driven
by an increase in the number of regular and postseason home baseball games being played with significantly more fans in
attendance in 2021 and the Braves success in the 2021 postseason as World Series Champions, both resulting in increased
revenue related to all primary sources of revenue. A normal baseball season has historically consisted of approximately
160 games. However, the 2020 regular season consisted of only 60 games, all without fans in attendance. The decrease in
baseball revenue in 2020 as compared to 2019 was primarily driven by fewer games in 2020. Without fans in attendance
for any games in 2020, ballpark operations revenue was lower due to decreased ticket and concession sales. Fewer games
also resulted in lower broadcasting revenue. Development revenue increased during 2021 as compared to 2020 due to
rental income from various new lease commencements and a reduction in deferred payment arrangements. The decrease
F-28
in development revenue in 2020 as compared to 2019 was primarily driven by the deferral of rental income from the mixed-
use facilities.
Other operating expenses primarily include costs associated with baseball and stadium operations. For the years
ended December 31, 2021 and 2020, other operating expenses increased $207 million and decreased $174 million,
respectively, as compared to the corresponding prior years. The increase in 2021 as compared to 2020 was due to more
normalized levels of player salaries and facility and game day expenses in 2021, driven by an increase in the number of
games in 2021, all with fans in attendance. 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.
Selling, general and administrative expense includes costs of marketing, advertising, finance and related
personnel costs. Selling, general and administrative expense increased $23 million and decreased $21 million for the years
ended December 31, 2021 and 2020, respectively, as compared to the corresponding prior years. The increase for 2021 as
compared to 2020 was primarily due to increased marketing initiatives for the 2021 season compared to cost reduction
initiatives during the 2020 season as a result of the impacts of COVID-19. The decrease for 2020 as compared to 2019 was
primarily driven by lower marketing expense and fewer games in 2020.
Stock-based compensation increased $5 million and decreased $12 million during the years ended December 31,
2021 and 2020, respectively, as compared to the corresponding prior years. The increase in 2021 as compared to 2020 was
driven by an increase in the fair value of the underlying awards. The decrease in 2020 as compared to 2019 was driven by
a decrease in the fair value of the underlying awards.
Depreciation and amortization increased $3 million and decreased $2 million during the years ended
December 31, 2021 and 2020, respectively, as compared to the corresponding prior years. The increase in 2021 as
compared to 2020 was due to an increase in depreciation related to the Development Project, which had various assets
placed in service. The decrease in 2020 as compared to 2019 was driven by a decrease 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
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.
F-29
As of December 31, 2021, our debt is comprised of the following amounts:
Variable rate debt
Fixed rate debt
Principal
amount
Weighted avg Principal Weighted avg
interest rate
interest rate
amount
dollar amounts in millions
Liberty SiriusXM Group . . . . . . . . . $
Braves Group . . . . . . . . . . . . . . . . . . $
Formula One Group . . . . . . . . . . . . $
875
261
832
2.2% $ 12,252
1.6% $
439
3.5% $ 2,525
3.5%
3.8%
4.9%
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 March 5, 2021, the
FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be
representative: (a) immediately after December 31, 2021, in the case of the one week and two month U.S. dollar settings;
and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. The United States Federal
Reserve has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate. The
Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market
participants, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term
repurchase agreements, backed by Treasury securities, as its preferred alternative rate for LIBOR. At this time, it is not
possible to predict how markets will respond to SOFR or other alternative reference rates as the transition away from the
LIBOR benchmarks is anticipated in coming years. Accordingly, the outcome of these reforms 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, 2021, the fair value of our marketable equity securities was $217 million. Had the market price
of such securities been 10% lower at December 31, 2021, the aggregate value of such securities would have been
$22 million lower. Additionally, our stock in Live Nation (an equity method affiliate), a publicly traded security, 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-30
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, 2021 to
provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms.
See page F-32 for Management’s Report on Internal Control Over Financial Reporting.
See page F-33 for Report of Independent Registered Public Accounting Firm for their attestation regarding our
internal control over financial reporting.
There has been no change in the Company’s internal control over financial reporting that occurred during the
three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting.
Other Information.
None.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
F-31
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Liberty Media Corporation’s (the “Company”) management is responsible for establishing and maintaining
adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America. Because of inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The Company’s management assessed the effectiveness of internal control over financial reporting as of
December 31, 2021, 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, 2021, 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-33 of this Annual Report.
F-32
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Media Corporation and subsidiaries’ (the Company) internal control over financial reporting
as of December 31, 2021, 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, 2021, 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, 2021 and 2020, 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, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated
February 25, 2022 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 25, 2022
/s/ KPMG LLP
F-33
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Media Corporation and subsidiaries
(the Company) as of December 31, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the
results of its operations and its cash flows for each of the years in the three year period ended December 31, 2021, 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, 2021, 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 25, 2022 expressed an unqualified opinion on
the effectiveness of the Company’s internal control over financial reporting.
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 Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates 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 a critical audit matter 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
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sufficiency of audit evidence over certain subscriber and advertising revenue streams
As discussed in note 3 to the consolidated financial statements, and disclosed in the consolidated
statements of operations, the Company generated $11,400 million of revenue, of which $6,084 million was Sirius
XM subscriber revenue and $1,542 million was Pandora (Pandora Media, LLC and subsidiaries, the successor to
Pandora Media, Inc. and subsidiaries) advertising revenue, for the year ended December 31, 2021. The
Company’s accounting for these subscriber and advertising revenue streams involved multiple information
technology (IT) systems.
F-34
We identified the evaluation of the sufficiency of audit evidence related to Sirius XM subscriber revenue
and Pandora advertising revenue as a critical audit matter. Evaluating the sufficiency of audit evidence obtained
required auditor judgment due principally to the number of IT applications used by the Company that involved
IT professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We applied
auditor judgment to determine the nature and extent of procedures to be performed over Sirius XM subscriber
revenue and Pandora advertising revenue. We evaluated the design and tested the operating effectiveness of
certain internal controls related to the Sirius XM subscriber revenue and Pandora advertising revenue recognition
process. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT
application controls and general IT controls used by the Company in its revenue recognition processes and testing
the interface of relevant revenue data between different IT systems used in the revenue recognition processes. For
Sirius XM subscriber revenue, we assessed the recorded revenue by comparing total cash received during the
year, adjusted for reconciling items, to the revenue recorded in the general ledger. For a sample of Pandora
advertising revenue, we traced 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, including
the appropriateness of the nature and extent of such evidence.
We have served as the Company’s auditor since 2010.
/s/ KPMG LLP
Denver, Colorado
February 25, 2022
F-35
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2021 and 2020
2021
2020
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) . . . . . . . . . . . . . . . . . . .
2,814
828
1,170
4,812
945
2,831
823
376
4,030
1,018
Property and equipment, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,027
(2,017)
2,010
4,017
(1,778)
2,239
Intangible assets not subject to amortization (note 8)
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FCC licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,248
8,600
1,385
29,233
4,797
2,554
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,351
Intangible assets subject to amortization, net (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,218
8,600
1,385
29,203
5,378
2,136
44,004
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Current portion of debt, including $2,850 million and $684 million measured at fair value,
respectively (note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,832
1,583
2,891
1,790
97
6,610
743
2,070
94
4,490
Long-term debt, including $2,372 million and $3,861 million measured at fair value,
respectively (note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities (note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,699
2,218
987
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,514
16,686
2,126
1,101
24,403
See accompanying notes to consolidated financial statements.
(continued)
F-36
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2021 and 2020
Redeemable noncontrolling interests in equity of subsidiary (note 11) . . . . . . . . . . . . . . . . . . . . . . . . $
Stockholders' equity (notes 13,15 and 17):
2021
2020
amounts in millions
—
575
—
—
1
1
—
—
—
—
—
—
—
—
—
—
2
2
—
—
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, 2021; issued and outstanding 101,623,360 shares at December 31, 2021 and
99,383,666 shares at December 31, 2020 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares at
December 31, 2021; issued and outstanding 10,313,703 shares at December 31, 2021 and
10,312,670 shares at December 31, 2020 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares
at December 31, 2021; issued and outstanding 24,638,242 shares at December 31, 2021 and
25,835,838 shares at December 31, 2020 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty SiriusXM common stock, $.01 par value. Authorized 75,000,000 shares at
December 31, 2021; issued and outstanding 9,802,232 shares at December 31, 2021 and
9,802,237 shares at December 31, 2020 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty Braves common stock, $.01 par value. Authorized 7,500,000 shares at
December 31, 2021; issued and outstanding 981,494 shares at December 31, 2021 and
981,778 shares at December 31, 2020 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Liberty Formula One common stock, $.01 par value. Authorized 18,750,000 shares at
December 31, 2021; issued and outstanding 2,445,895 shares at December 31, 2021 and
2,446,606 shares at December 31, 2020 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares at
December 31, 2021; issued and outstanding 222,874,721 shares at December 31, 2021 and
229,575,090 shares at December 31, 2020 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares at
December 31, 2021; issued and outstanding 41,494,524 shares at December 31, 2021 and
40,958,175 shares at December 31, 2020 (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty Formula One common stock, $.01 par value. Authorized 500,000,000 shares
at December 31, 2021; issued and outstanding 205,107,088 shares at December 31, 2021
and 203,538,477 shares at December 31, 2020 (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
2,688
78
12,718 12,320
14,672 15,091
4,510
3,590
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18,262 19,601
2
1,954
(5)
Commitments and contingencies (note 18)
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,351 44,004
See accompanying notes to consolidated financial statements.
F-37
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations
Years ended December 31, 2021, 2020 and 2019
Revenue:
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,696
2,136
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
568
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,400
Operating costs and expenses, including stock-based compensation (note 3):
8,040
1,145
178
7,794
2,022
476
9,363 10,292
2021
2020
2019
amounts in millions
Cost of Sirius XM Holdings 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, restructuring and acquisition costs, net of recoveries (notes 5 and 8) . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses) on financial instruments, net (note 6) . . . . . . . .
Gains (losses) on dilution of investment in affiliate (note 7) . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the noncontrolling interests . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to redeemable noncontrolling interest (note 11) . . .
Net earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,672
559
501
236
1,489
325
642
1,907
20
1,072
9,423
1,977
2,421
481
481
196
974
362
434
1,750
1,004
1,083
9,186
177
(642)
(200)
(451)
152
(47)
(634)
(586)
(402)
4
6
(1,188) (1,612)
789 (1,435)
44
(45)
744 (1,391)
30
292
—
54
398 (1,421)
2,291
462
475
199
1,394
427
624
1,805
84
1,061
8,822
1,470
(657)
6
(315)
7
2
(957)
513
(166)
347
241
—
106
Net earnings (loss) attributable to Liberty stockholders (note 2):
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
599
(11)
(190)
398
(747)
(78)
(596)
(1,421)
494
(77)
(311)
106
(continued)
See accompanying notes to consolidated financial statements.
F-38
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations (Continued)
Years ended December 31, 2021, 2020 and 2019
2021
2020
2019
Basic net earnings (loss) attributable to Liberty stockholders per common share
(notes 2 and 3)
Series A, B and C Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A, B and C Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A, B and C Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . .
1.79
(0.21)
(0.82)
(2.24)
(1.53)
(2.57)
1.50
(1.51)
(1.35)
Diluted net earnings (loss) attributable to Liberty stockholders per common share
(notes 2 and 3)
Series A, B and C Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A, B and C Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A, B and C Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . .
1.78
(0.21)
(0.82)
(2.33)
(2.00)
(2.57)
1.48
(1.51)
(1.35)
See accompanying notes to consolidated financial statements.
F-39
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Comprehensive Earnings (Loss)
Years ended December 31, 2021, 2020 and 2019
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized holding gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . . . .
Credit risk on fair value debt instruments gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of other comprehensive earnings (loss) of equity affiliates . . . . . . . . . . . . . . . . . . . .
Recognition of previously unrealized (gains) losses on debt . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less comprehensive earnings (loss) attributable to the noncontrolling interests . . . . . . . . .
Less comprehensive earnings (loss) attributable to redeemable noncontrolling interests
(note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss) attributable to Liberty stockholders:
Liberty SiriusXM common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Braves common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty Formula One common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
See accompanying notes to consolidated financial statements.
2021
2020
2019
amounts in millions
$ 744 (1,391)
347
(4)
(1)
(83)
7
(2)
(83)
12
(7)
117
(9)
—
113
661 (1,278)
32
292
20
3
(13)
1
—
11
358
247
54
—
$ 315 (1,310)
—
111
$ 528
(12)
(201)
$ 315
(712)
(86)
(512)
(1,310)
512
(74)
(327)
111
F-40
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Cash Flows
Years ended December 31, 2021, 2020 and 2019
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net earnings to net cash provided by operating activities:
2021
2020
2019
amounts in millions
(see note 4)
744 (1,391)
347
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash impairment and restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
1,072
256
24
200
451
16
(152)
80
(41)
2
1,083
261
1,000
586
402
17
(4)
40
(95)
11
1,061
312
—
(6)
315
9
(7)
57
120
8
Current and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
(104)
(111)
2,437
(34)
(146)
1,730
(3)
100
2,313
Cash flows from investing activities:
Investment of subsidiary initial public offering proceeds into trust account . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from insurance recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(575)
383
(14)
(252)
40
—
13
(300)
(113)
105
—
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313
(29)
23
12
20
11
(440)
225
(68)
(689)
(452)
—
(9)
(736)
(510)
—
64
314
Cash flows from financing activities:
4,898
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty stock repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
575
Proceeds from initial public offering of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Liberty SiriusXM common stock rights offering . . . . . . . . . . . . . . . . . .
—
Cash dividends paid by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(58)
Taxes paid in lieu of shares issued for stock-based compensation . . . . . . . . . . . . . . . . .
(154)
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(107)
(1,698)
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash . .
47
Net increase (decrease) in cash, cash equivalents and restricted cash . . . . . . . . . . .
Cash, cash equivalents and restricted cash at beginning of period . . . . . . . . . . . . .
2,877
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . $ 2,924
6,411
6,020
(6,287) (2,931) (4,871)
(443)
(1,523) (1,555) (2,159)
—
—
—
754
(68)
(64)
(211)
(120)
(90)
(41)
574 (1,773)
—
854
452
1,306
3
1,571
1,306
2,877
(555)
(318)
See accompanying notes to consolidated financial statements.
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F-42
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(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 November 3, 2021, pursuant to an exchange agreement with certain counterparties, Liberty acquired an
aggregate of 43,658,800 shares of Sirius XM Holdings common stock in exchange for the issuance by Liberty to the
counterparties of an aggregate of 5,347,320 shares of Series A Liberty SiriusXM common stock. As of December 31, 2021,
we owned approximately 81% of the outstanding equity interest in Sirius XM Holdings.
Liberty has entered into certain agreements with Qurate Retail, Inc. (“Qurate Retail”), Liberty TripAdvisor
Holdings, Inc. (“Liberty TripAdvisor”), Liberty Broadband Corporation (“Liberty Broadband”), Liberty Media
Acquisition Corporation (“LMAC”) and GCI Liberty, Inc. (“GCI Liberty”), all of which are, or were (in the case of GCI
Liberty), separate publicly traded companies, in order to govern relationships between the companies. None of these
entities has any stock ownership, beneficial or otherwise, in any of the others, other than Liberty’s equity interests in
LMAC, as described in note 11, and GCI Liberty’s ownership of shares of Liberty Broadband’s Series C non-voting
common stock prior to the merger of GCI Liberty and Liberty Broadband in December 2020. These agreements include
Reorganization Agreements (in the case of Qurate Retail and Liberty Broadband only), Services Agreements, Facilities
Sharing Agreements and Tax Sharing Agreements (in the case of Liberty Broadband only). In addition, as a result of certain
corporate transactions, Liberty and Qurate Retail may have obligations to each other for certain tax related matters.
The Reorganization Agreements provide for, among other things, provisions governing the relationships between
Liberty and each of Qurate Retail and Liberty Broadband, including certain cross-indemnities. Pursuant to the Services
Agreements, Liberty provides Qurate Retail, Liberty TripAdvisor, Liberty Broadband, LMAC 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, LMAC 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,
LMAC and GCI Liberty (prior to termination) at Liberty’s corporate headquarters. Under these various agreements,
approximately $27 million, $28 million and $46 million of these allocated expenses were reimbursed to Liberty during the
years ended December 31, 2021, 2020 and 2019, respectively.
In December 2019, Liberty entered into amendments to the Services Agreements with each of Qurate Retail,
Liberty TripAdvisor, Liberty Broadband and GCI Liberty (collectively, the “Service Companies”) 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 Mr. Maffei’s compensation are either paid directly to him by
each Service Company 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
F-43
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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 14 for additional information related to termination payments.
(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,
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”).
F-44
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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”).
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, 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, 2021, include its
interests in Sirius XM Holdings and Live Nation, corporate cash, Liberty’s 1.375% Cash Convertible Senior 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, 2021. As of December 31, 2021, the Liberty SiriusXM Group has cash and cash equivalents of
approximately $598 million, which includes $191 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, 2021, 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
F-45
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
the Braves Group as of December 31, 2021. As of December 31, 2021, the Braves Group has cash and cash equivalents of
approximately $142 million, which includes $58 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, 2021, include all of
the businesses, assets and liabilities of Liberty other than those specifically attributed to the Braves Group or the Liberty
SiriusXM Group, including Liberty’s interests in Formula 1 and Liberty Media Acquisition Corporation, cash, an
intergroup interest in the Braves Group and Liberty’s 1% Cash Convertible Notes due 2023. As of December 31, 2021,
the Formula One Group has cash and cash equivalents of approximately $2,074 million, which includes $709 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 11.0% intergroup interest at December 31, 2021. 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, 2021. 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, 2021. 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. 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.
F-46
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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
$13 million and $17 million at December 31, 2021 and 2020, respectively. Activity in the year ended December 31, 2021
included an increase of $54 million of bad debt charged to expense and $58 million of write-offs. 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.
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 $217 million and $266 million as of December 31, 2021 and 2020, 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
F-47
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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
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, 2021 December 31, 2020
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
$
$
145
959
804
1,969
150
4,027
139
836
748
1,709
585
4,017
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, 2021, 2020
and 2019 was $270 million, $268 million and $271 million, respectively.
F-48
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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, 2021 and 2020 were approximately $7 million and $19 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.
In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting
unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more
likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there
are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition,
increased costs in doing business, management challenges, the legal environments and how these factors might impact
company specific performance in future periods. As part of the analysis, the Company also considers fair value
determinations for certain reporting units that have been made at various points throughout the current and prior years for
other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company
performs the quantitative impairment test.
The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying
value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate
discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and
timing of expected future cash flows. The cash flows employed in Liberty’s valuation analysis are based on management’s
best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years.
There is no assurance that actual results in the future will approximate these forecasts. If the carrying value of a reporting
unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is
more likely than not that an indefinite-lived intangible asset is impaired. The accounting guidance also allows entities the
option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to
the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period.
If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-
lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the
carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount
equal to that excess.
F-49
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Impairment of Long-lived Assets
The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets
(other than goodwill and indefinite-lived intangibles) to determine whether current events or circumstances indicate that
such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by such asset group, an impairment adjustment is to be recognized. Such
adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company
generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows
using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset
groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried
at the lower of their financial statement carrying amount or fair value less costs to sell.
Noncontrolling Interests
The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount
of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statement of
operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are
recorded in equity.
Revenue Recognition
Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from
Contracts with Customers (“ASC 606”), under the modified retrospective transition method. ASC 606 requires an entity
to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to
customers and also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash
flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized
from costs incurred to obtain or fulfill a contract. ASC 606 replaced most existing revenue recognition guidance in U.S.
generally accepted accounting principles (“GAAP”).
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
F-50
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
ended December 31, 2021 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 $349 million and $347 million, respectively.
As the majority of Sirius XM Holdings contracts are one year or less, Sirius XM Holdings utilized the optional
exemption under ASC 606 and does not disclose information about the remaining performance obligations for contracts
which have original expected durations of one year or less. As of December 31, 2021, less than seven 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 $2,197 million in 2022, $1,862
million in 2023, $4,168 million in 2024 through 2029, and $547 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.
Sirius XM Holdings
The following table disaggregates Sirius XM Holdings’ revenue by source:
Subscriber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Sirius XM Holdings revenue . . . . . . . . . . . . . . . . $
2021
Years ended December 31,
2020
amounts in millions
6,372
1,340
173
155
8,040
6,614
1,730
201
151
8,696
2019
6,120
1,336
173
165
7,794
The following is a description of the principal activities from which Sirius XM Holdings generates its revenue -
including from self-pay and paid promotional subscribers, advertising, and sales of equipment.
Subscriber revenue. Subscriber revenue consists primarily of subscription fees and other ancillary subscription
based revenue. Revenue is recognized on a straight line basis when the performance obligations to provide each service
for the period are satisfied, which is over time as Sirius XM Holdings’ subscription services are continuously transmitted
and can be consumed by customers at any time. Consumers purchasing or leasing a vehicle with a factory-installed satellite
radio may receive between a three and twelve month subscription to Sirius XM Holdings’ service. In certain cases, the
subscription fees for these consumers are prepaid by the applicable automaker. Prepaid subscription fees received from
automakers or directly from consumers are recorded as deferred revenue and amortized to revenue ratably over the service
period which commences upon sale. Activation fees are recognized over one month as the activation fees are non-
refundable and do not provide for a material right to the customer. There is no revenue recognized for unpaid trial
subscriptions. In some cases, Sirius XM Holdings pays a loyalty fee to the automakers when it receives a certain amount
of payments from self-pay customers acquired from that automaker. These fees are considered incremental costs to obtain
a contract and are therefore recognized as an asset and amortized to subscriber acquisition costs over an average subscriber
F-51
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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 subscriber 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
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:
2021
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . $
Years ended December 31,
2020
amounts in millions
1,029
116
1,145
1,850
286
2,136
2019
1,750
272
2,022
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.
F-52
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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 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
facilitating the shipment of cars and equipment to and from the events outside of Europe, revenue from the sale of tickets
to the Formula One Paddock Club at most events, support races at events, various television production activities and other
ancillary operations. To the extent such revenue relates to services provided or rights associated with a specific event, the
revenue is recognized upon occurrence of the related event and to the extent such revenue relates to services provided or
rights over a longer period of time, the revenue is recognized over time.
Braves Holdings
The following table disaggregates Braves Holdings’ revenue by source:
Baseball . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Holdings revenue . . . . . . . . . . . . . . . . . . . $
Years ended December 31,
2021
2020
2019
amounts in millions
142
36
178
526
42
568
438
38
476
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 Advanced
Media 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
F-53
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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 Sirius XM Holdings 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
share and royalties when it is earned. In some cases, Sirius XM Holdings pays 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 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 Copyright Royalty
Board (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
F-54
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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.
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, 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.
F-55
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Advertising Costs
Advertising expense aggregated $532 million, $452 million and $415 million for the years ended December 31,
2021, 2020 and 2019, respectively. Advertising costs are primarily attributable to costs incurred by Sirius XM Holdings.
Media-related advertising costs are expensed when advertisements air, and advertising production costs are expensed as
incurred. Advertising production costs include expenses related to marketing and retention activities, including expenses
related to direct mail, outbound telemarketing and email communications. Sirius XM Holdings also incurs advertising
production costs related to cooperative marketing and promotional events and sponsorships. These costs are reflected in
the selling, general and administrative expenses line in our consolidated statements of operations.
Stock-Based Compensation
As more fully described in note 15, Liberty has granted to its directors, employees and employees of its
subsidiaries options and restricted stock to purchase shares of Liberty common stock (collectively, “Awards”). The
Company measures the cost of employee services received in exchange for an Award based on the grant-date fair value of
the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the
vesting period of the Award).
Included in the accompanying consolidated statements of operations are the following amounts of stock-based
compensation:
Years ended December 31,
2019
2020
2021
Cost of Sirius XM Holdings services:
Programming and content . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer service and billing . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . .
amounts in millions
$
33
6
6
36
175
$ 256
32
6
6
43
174
261
30
4
9
49
199
291
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-56
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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 outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per
share basis of potential common shares as if they had been converted at the beginning of the periods presented, including
any necessary adjustments to earnings (loss) attributable to shareholders.
Series A, Series B and Series C Liberty SiriusXM Common Stock
The basic and diluted EPS calculations are based on the following weighted average shares outstanding. Excluded
from diluted EPS for the years ended December 31, 2021, 2020 and 2019 are 19 million, 25 million and 22 million
potentially dilutive shares of Liberty SiriusXM common stock, respectively, because their inclusion would be antidilutive.
2021
Years ended December 31,
2020 (a)(b)
number of shares in millions
2019 (b)
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted WASO (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
335
2
337
334
2
336
329
4
333
(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-57
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interest
to fair value during the period as follows:
Basic earnings (loss) attributable to Liberty SiriusXM
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized (gain) loss on the intergroup interest . . . . . . .
Diluted earnings (loss) attributable to Liberty SiriusXM
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Series A, Series B and Series C Liberty Braves Common Stock
2021
Years ended December 31,
2020
amounts in millions
2019
599
—
599
(747)
(35)
(782)
494
—
494
The basic and diluted EPS calculations are based on the following weighted average shares outstanding. Excluded
from diluted EPS for the years ended December 31, 2021, 2020 and 2019 are 2 million, 5 million and 3 million potentially
dilutive shares of Liberty Braves common stock, respectively, because their inclusion would be antidilutive.
Basic WASO . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . .
Diluted WASO (b) . . . . . . . . . . . . . . . . . . . . . .
2021 (a)
Years ended December 31,
2020 (a)
number of shares in millions
52
10
62
51
9
60
2019 (a)
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, 2021.
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
and Series A Liberty Braves common stock are used for the quarterly mark-to-market adjustment for the intergroup
F-58
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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:
Basic earnings (loss) attributable to Liberty
Braves shareholders . . . . . . . . . . . . . . . . . . . . .
Unrealized (gain) loss on the intergroup
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings (loss) attributable to Liberty
Braves shareholders . . . . . . . . . . . . . . . . . . . . .
$
$
Years ended December 31,
2021
2020
amounts in millions
2019
(11)
31
20
(78)
(42)
(120)
(77)
42
(35)
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 shares. Excluded from diluted
EPS for the years ended December 31, 2021, 2020 and 2019 are 5 million, 7 million and 6 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) . . . . . . . . . . . . . . . . . . . . . . .
232
8
240
232
6
238
231
2
233
2021 (a)
Years ended December 31,
2020 (a)
number of shares in millions
2019 (a)
(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, 2021. 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
if the shares had been issued and outstanding during the period. An adjustment was also made to the numerator in the
F-59
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interest to
fair value during the period as follows:
Basic earnings (loss) attributable to Liberty Formula One
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized (gain) loss on the intergroup interest . . . . . . . . . .
Diluted earnings (loss) attributable to Liberty Formula One
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Reclasses and Adjustments
2021
Years ended December 31,
2020
amounts in millions
2019
(190)
112
(596)
75
(311)
NA
(78)
(521)
(311)
Certain prior period amounts have been reclassified for comparability with the current year presentation.
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The
Company considers (i) fair value measurement of non-financial instruments, (ii) accounting for income taxes and (iii) the
determination of the useful life of Sirius XM Holdings’ broadcast/transmission system to be its most significant estimates.
The Company holds investments that are accounted for using the equity method. The Company does not control
the decision making process or business management practices of these affiliates. Accordingly, the Company relies on
management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that
the Company uses in the application of the equity method. In addition, the Company relies on audit reports that are provided
by the affiliates’ independent auditors on the financial statements of such affiliates. The Company is not aware, however,
of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a
material effect on the Company’s consolidated financial statements.
F-60
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
(4) Supplemental Disclosures to Consolidated Statements of Cash Flows
Years ended December 31,
2021
2020
2019
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid (received) for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . $
(1)
30
—
(11)
(1)
(3)
14
62
235
50
(46)
(1)
—
300
90
1,884
800
(772)
102
(2,417)
(313)
Stock repurchased by subsidiary not yet settled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
11
(19)
—
Cash paid for interest, net of amounts capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
607
576
585
Cash paid for income taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
97
48
40
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:
Years ended December 31,
2021
2020
2019
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,814
88
Restricted cash included in other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Restricted cash included in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . $ 2,924
amounts in millions
2,831
16
30
2,877
1,222
57
27
1,306
(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
$266 million in cash, which includes net working capital adjustments. The total purchase consideration of $302 million
included $36 million related to the acquisition date fair value of the contingent consideration. During the year ended
December 31, 2021, Stitcher did not achieve certain financial metrics, as a result of which, Sirius XM Holdings does not
expect to pay Scripps the 2021 portion of the contingent consideration associated with the transaction. 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 $224 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-61
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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, Inc.’s advertising technology platform, allowing
Sirius XM Holdings to offer podcasters of all sizes a powerful, comprehensive solution for publishing, analytics,
distribution 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
272
1.44
392
5.83
2,285
70
524
Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,879
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-62
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
The unaudited pro forma revenue and net earnings of Liberty, prepared utilizing the historical financial statements
of Pandora, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition
of Pandora discussed above occurred on January 1, 2018, are as follows:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . . . . $
10,419
371
123
Year ended December 31,
2019
amounts in millions
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, 2021
December 31, 2020
Quoted prices
in active markets
for identical assets
(Level 1)
Significant other
observable
inputs
(Level 2)
Quoted prices
in active markets
for identical assets
(Level 1)
Significant other
observable
inputs
(Level 2)
Description
Total
Cash equivalents . . . . . . . . . . $ 2,436
Short-term marketable
securities . . . . . . . . . . . . . . . . . $
70
Investment in trust account . . $ 575
Debt and equity securities . . . $ 217
Financial instrument assets . . $ 640
Debt . . . . . . . . . . . . . . . . . . . . $ 5,222
Financial instrument
liabilities . . . . . . . . . . . . . . . . . $
59
2,436
70
575
217
99
—
20
Total
amounts in millions
2,586
—
—
—
—
541
—
—
266
424
5,222 4,545
39
106
2,586
—
—
—
181
84
—
—
—
—
85
340
4,545
106
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
F-63
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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. Short-term marketable securities in the table above are included in the Other current assets line
item in the consolidated balance sheets. Investments in the trust account and 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.
As of December 31, 2021, $527 million and $113 million of financial instrument assets included in the table above are
included in the Other current assets and Other assets line items, respectively, in the consolidated balance sheet. As of
December 31, 2020, financial instrument assets included in the table above are included in the Other assets line item in the
consolidated balance sheets
Realized and Unrealized Gains (Losses) on Financial Instruments
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the
following (amounts in millions):
Debt and equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt measured at fair value (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of bond hedges (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021
$ 204
(886)
193
38
Years ended December 31,
2020 2019
110
(74)
(114) (584)
215
(127)
(56)
(87)
$ (451) (402) (315)
(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 loss of $107 million, gain of $148 million and loss
of $16 million for the years ended December 31, 2021, 2020 and 2019, respectively, and the cumulative change was
a gain of $68 million as of December 31, 2021.
(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-64
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
(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, 2021, and the carrying amount at December 31, 2020:
December 31, 2021
Percentage
ownership
Fair Value
(Level 1)
Carrying
amount
December 31, 2020
Carrying
amount
dollar amounts in millions
Liberty SiriusXM Group
Live Nation . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Canada . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . .
Braves Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . .
Formula One Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . .
31%
70%
$
8,336
NA
$
NA
NA
various
NA
$
89
642
74
805
110
110
30
30
945
The following table presents the Company’s share of earnings (losses) of affiliates:
163
643
80
886
94
94
38
38
1,018
Years ended December 31,
2021
2020 2019
amounts in millions
Liberty SiriusXM Group
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(235) (465)
5
(24)
(253) (484)
4
(22)
NA
(3)
(21)
(24)
Braves Group
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
30
6
6
18
18
Formula One Group
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
NA
23
23
(200)
(112)
4
(108)
(586)
4
8
12
6
F-65
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Live Nation
Live Nation is considered the world’s leading live entertainment company and seeks to innovate and enhance the
live entertainment experience for artists and fans before, during and after the show. Liberty’s interest in Live Nation was
reattributed from the Formula One Group to the Liberty SiriusXM Group effective April 22, 2020.
Due to the impact of COVID-19, Live Nation recorded significant losses during the years ended December 31,
2021 and 2020. In September 2021, Live Nation completed an offering of approximately 5.2 million shares of its common
stock, resulting in a gain on dilution of our investment in Live Nation. See note 9 for details regarding the number and fair
value of Live Nation common stock pledged as collateral pursuant to the Live Nation Margin Loan as of December 31,
2021.
Summarized financial information for Live Nation is as follows:
Consolidated Balance Sheets
December 31, December 31,
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021
2020
amounts in millions
6,684
1,092
1,395
2,591
2,640
14,402
3,650
1,101
1,225
2,129
2,484
10,589
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redeemable noncontrolling interests . . . . . . . . . . . . . . . .
Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . $
6,856
5,145
2,037
552
(188)
14,402
3,797
4,855
1,799
272
(134)
10,589
F-66
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Consolidated Statements of Operations
2021
Years ended December 31,
2020
amounts in millions
2019
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating expenses:
Direct operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to noncontrolling
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Live Nation
stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6,268
1,861
11,548
4,356
1,755
416
159
6,686
(418)
(282)
89
(611)
2
(609)
1,402
1,524
485
103
3,514
(1,653)
(227)
23
(1,857)
29
(1,828)
42
(103)
(651)
(1,725)
8,467
2,145
444
167
11,223
325
(158)
18
185
(67)
118
48
70
Sirius XM Canada
As of December 31, 2021, 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 $120 million as of December 31,
2021. 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 $21 million and $20 million in related party current assets as of
December 31, 2021 and 2020, respectively. At December 31, 2021, Sirius XM Holdings had approximately $5 million in
related party liabilities, which are recorded in other current liabilities in the consolidated balance sheet. Sirius XM Holdings
recorded approximately $101 million, $97 million and $98 million in revenue for the years ended December 31, 2021,
2020 and 2019, 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, 2021, 2020 and 2019.
F-67
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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 $60 million, $55 million and $40 million during years ended December 31, 2021,
2020 and 2019, respectively. Sirius XM Holdings also had related party liabilities of $24 million as of each of
December 31, 2021 and 2020, related to this agreement.
(8) Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill are as follows:
Sirius XM
Holdings
Balance at January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . $
Acquisitions (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . .
Acquisitions (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2021 . . . . . . . . . . . . . . . . . . . $
15,803
235
(956)
15,082
30
15,112
Formula 1
Other
Total
amounts in millions
3,956
—
—
3,956
—
3,956
180
—
—
180
—
180
19,939
235
(956)
19,218
30
19,248
(a) See note 5 for details regarding SiriusXM Holdings’ acquisitions of Simplecast and Stitcher.
(b) Sirius XM Holdings recorded goodwill related to an acquisition in April 2021 and recorded adjustments to
contingent consideration for the prior year acquisition of 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, 2021 and 2020 and franchise rights owned by Braves Holdings ($143 million) as of
December 31, 2021 and 2020. 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 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-68
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Intangible Assets Subject to Amortization
Intangible assets subject to amortization are comprised of the following:
December 31, 2021
Gross
carrying
amount
Accumulated
amortization
Gross
Net
carrying
amount
amounts in millions
carrying
amount
December 31, 2020
Net
Accumulated
amortization
carrying
amount
FIA Agreement . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . .
Licensing agreements . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,053
355
1,933
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,971
$ 3,630
(936)
(1,679)
(243)
(1,316)
(4,174)
2,694
1,374
112
617
4,797
3,630
3,053
355
1,748
8,786
(742)
(1,389)
(221)
(1,056)
(3,408)
2,888
1,664
134
692
5,378
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 $802 million, $815 million and $790 million
for the years ended December 31, 2021, 2020 and 2019, respectively. Based on its amortizable intangible assets as of
December 31, 2021, Liberty expects that amortization expense will be as follows for the next five years (amounts in
millions):
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
$
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
743
702
442
346
330
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, 2021,
accumulated goodwill impairment losses for Liberty totaled $956 million.
F-69
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
(9) Debt
Debt is summarized as follows:
Outstanding
Principal
December 31, 2021
Carrying value
December 31, December 31,
2021
2020
Liberty SiriusXM Group
Corporate level notes and loans:
1.375% Cash Convertible Senior 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 2024 . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 5.375% Senior Notes due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 3.125% Senior Notes due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 5.0% Senior Notes due 2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 4.0% Senior Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 5.50% Senior Notes due 2029 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 4.125% Senior Notes due 2030 . . . . . . . . . . . . . . . . . . . . . . . . . .
Sirius XM 3.875% Senior Notes due 2031 . . . . . . . . . . . . . . . . . . . . . . . . . .
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% Cash Convertible Notes due 2023 (1) . . . . . . . . . . . . . . . . . . . . . . . . . .
2.25% Exchangeable Senior Debentures due 2046 (1) . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary notes and loans:
amounts in millions
1,000
400
385
604
920
875
—
—
—
—
1,000
1,500
2,000
1,250
1,500
1,500
193
—
13,127
700
700
386
—
69
1,540
416
644
624
1,332
875
—
—
—
—
990
1,491
1,979
1,239
1,485
1,484
177
—
(14)
14,262
700
(3)
697
666
—
69
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
582
209
74
Senior Loan Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Debt classified as current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,902
3,357
17,184
$
2,902
(6)
3,631
18,590
(2,891)
15,699
2,904
(10)
3,759
17,429
(743)
16,686
(1) Measured at fair value
F-70
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
1.375% Cash Convertible Senior Notes due 2023
On October 17, 2013, Liberty issued $1 billion aggregate principal amount of the 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, 2021.
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, 2021, the Convertible Notes are classified as a current liability
in the consolidated balance sheet, as the conversion conditions have 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, 2021, 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,
2021, the basket price of the securities underlying the Bond Hedge Transaction was $69.64 per share. The bond hedge
expires on October 15, 2023 and is included in Other current assets as of December 31, 2021 and Other assets as of
December 31, 2020 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 the remainder 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, 2021, 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, 2021.
As of December 31, 2021, the basket price of the securities underlying the warrants was $69.64 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.
F-71
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
The Convertible Notes, Bond Hedge Transaction and warrants were reattributed from the Formula One Group to
the Liberty SiriusXM Group effective April 22, 2020.
1% Cash Convertible Notes due 2023
On January 23, 2017, Liberty issued $450 million cash convertible 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 approximately 27.11 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. As of December 31, 2021, the 1% Convertible Notes are classified as a current
liability in the consolidated balance sheet, as the conversion conditions have been met as of such date.
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 were distributed by the Company to holders of the debentures as an additional distribution.
Holders of the debentures had the right to require the Company to purchase their debentures on October 5, 2021.
In August 2021, Liberty issued a notice of redemption in full on October 5, 2021 of the 2.25% Exchangeable Senior
Debentures due 2046. During the year ended December 31, 2021, the Company sold all of its approximately 6.11 million
shares of AT&T common stock attributable to the debentures to fund the repurchase and redemption in full of such
debentures. The debentures, as well as the associated cash proceeds, were attributed to the Formula One Group. Liberty
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,
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
F-72
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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.
In accordance with the terms of the indenture governing the 2.125% Exchangeable Senior Debentures due 2048,
on the fifth business day following Liberty’s receipt of Sirius XM Holdings’ special cash dividend, as described in note
13, Liberty will make an extraordinary cash distribution of $31.1731 per debenture to holders of the 2.125% Exchangeable
Senior Debentures due 2048. Also pursuant to the indenture, the original principal amount of the 2.125% Exchangeable
Senior Debentures due 2048 will be reduced by an amount equal to the extraordinary distribution of approximately $13
million.
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”). The
number of shares of Live Nation common stock attributable to a debenture represented an initial exchange price of
approximately $66.28 per share and a total of approximately 5.8 million shares of Live Nation common stock were
attributable to the debentures. Interest was payable quarterly on March 1, June 1, September 1 and December 1 of each
year. Holders of the debentures had 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 sheet as of December 31, 2021.
In October 2021, Liberty issued a notice of redemption in full on December 1, 2021 of the 2.25% Exchangeable Debentures
due 2048. All Holders exercised their right to exchange the debentures in the fourth quarter and, pursuant to a supplemental
indenture entered into in September 2021, Liberty delivered cash upon settlement of the exchange of debentures. In
January 2022, the exchanges of debentures were settled for $664 million. The debentures were reattributed from the
Formula One Group to the Liberty SiriusXM Group effective April 22, 2020. Liberty 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.
In accordance with the terms of the indenture governing the 2.75% Exchangeable Senior Debentures due 2049,
on the fifth business day following Liberty’s receipt of Sirius XM Holdings’ special cash dividend, as described in note
13, Liberty will make an extraordinary cash distribution of $29.0057 per debenture to holders of the 2.75% Exchangeable
Senior Debentures due 2049. Also pursuant to the indenture, the original principal amount of the 2.75% Exchangeable
Senior Debentures due 2049 will be reduced by an amount equal to the extraordinary distribution of approximately $18
million.
F-73
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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
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
In March 2019 and March 2020, Liberty Siri MarginCo, LLC (“Siri MarginCo”), a wholly-owned subsidiary of
Liberty, amended its margin loan agreement secured by shares of Sirius XM Holdings common stock (the “Sirius XM
Holdings Margin Loan”) that was comprised of a $250 million term loan, $500 million revolving line of credit and a $600
million delayed draw term loan. The term loan, delayed draw 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%. Borrowings outstanding under the
Sirius XM Holdings Margin Loan bore interest at a rate of 2.30% and 3.99% per annum at December 31, 2020 and 2019,
respectively.
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%. Borrowings outstanding under the
Sirius XM Holdings Margin Loan bore interest at a rate of 2.22% per annum at December 31, 2021. As of December 31,
2021, availability under the Sirius XM Holdings Margin Loan was $875 million. As of December 31, 2021, 1,000 million
shares of the Company’s Sirius XM Holdings common stock with a value of $6,350 million were pledged as collateral to
the Sirius XM Holdings Margin Loan. The margin loan contains various affirmative and negative covenants that restrict
the activities of the borrower. The margin loan does not include any financial covenants. Other terms of the agreement
were substantially similar to the previous arrangement.
Live Nation Margin Loan
On December 10, 2018, LMC LYV, a wholly owned subsidiary of Liberty, amended the Live Nation Margin
Loan agreement, 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 u
ndrawn commitment fee to 0.5% per annum and extending the maturity date to December 9, 2022. On December 3, 2021, the
F-74
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
margin loan was amended, increasing the borrowing capacity to $400 million. Interest on the margin loan is payable on
the last business day of each calendar quarter. As of December 31, 2021, availability under the Live Nation Margin Loan
was $400 million. As of December 31, 2021, 9.0 million shares of the Company’s Live Nation common stock with a value
of $1,074 million were pledged as collateral to the loan. The Live Nation Margin Loan contains various affirmative and
negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants.
Sirius XM Holdings Senior Notes and Senior Secured Revolving Credit Facility
Sirius XM 3.875% Senior Notes due 2022, Sirius XM 4.625% Senior Notes due 2024 and Sirius XM 5.375% Senior Notes
due 2026
In August 2021, Sirius XM Holdings redeemed the $1.0 billion aggregate principal amount of the 3.875% Senior
Notes due 2022 for $1,019 million and $1.5 billion aggregate principal amount of the 4.625% Senior Notes due 2024 for
$1,541 million. In September 2021, Sirius XM Holdings redeemed the $1.0 billion aggregate principal amount of the
5.375% Senior Notes due 2026 for $1,034 million. Sirius XM Holdings recognized $83 million of losses on extinguishment
of debt during the year ended December 31, 2021 as a result of these redemptions.
Sirius XM 3.125% Senior Notes Due 2026 and Sirius XM 3.875% Senior Notes Due 2031
In August 2021, Sirius XM Holdings issued $1.0 billion aggregate principal amount of 3.125% Senior Notes due
2026 (the “3.125% Notes”) and $1.5 billion aggregate principal amount of 3.875% Senior Notes due 2031 (the “3.875%
Notes”). Interest on the 3.125% Notes and 3.875% Notes is payable semi-annually on March 1 and September 1. The
3.125% Notes mature on September 1, 2026 and the 3.875% Notes mature on September 1, 2031. 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 to redeem all of its 4.625% Senior Notes due 2024 and all of its 5.375% Senior Notes due
2026.
Sirius XM 5.00% Senior Notes due 2027
In July 2017, Sirius XM Holdings issued $1.5 billion aggregate principal amount of 5.00% Senior Notes due 2027
(the “5.00% Notes”). Interest is payable semi-annually in arrears on February 1 and August 1. The 5.00% Notes will mature
on August 1, 2027. 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.
Sirius XM 4.0% Senior Notes Due 2028
In June 2021, Sirius XM issued $2.0 billion aggregate principal amount of 4.0% Senior Notes due 2028 (the
“4.0% Notes”). Interest is payable semi-annually in arrears on January 15 and July 15 of each year at a rate of 4.0% per
annum. The 4.0% Notes will mature on July 15, 2028. Substantially all of Sirius XM Holdings’ domestic wholly-owned
subsidiaries guarantee Sirius XM Holdings’ obligations under the notes. Sirius XM Holdings used a portion of the net
proceeds from the offering to repay borrowings outstanding under its Credit Facility, as defined below, and redeemed all
of its 3.875% Senior Notes due 2022.
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.
F-75
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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.
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, 2021, the conversion rate applicable to the Pandora Notes due 2023 was 153.7797 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. The Pandora
Notes due 2023 were not convertible into Sirius XM Holdings’ common stock and not redeemable as of December 31,
2021.
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 August 2026. 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. Sirius XM Holdings is required
to pay a variable fee on the average daily unused portion of the Credit Facility which was 0.25% per annum as of
December 31, 2021 and is payable on a quarterly basis. The Credit Facility contains customary covenants, including a
maintenance covenant. As the amount available for future borrowings is reduced by $1 million related to Pandora letters
of credit, availability under the Credit Facility was $1,749 million as of December 31, 2021.
F-76
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Braves Holdings Notes and Loans
Braves Holdings’ debt, primarily related to the stadium and mixed-use complex, is summarized as follows:
Carrying value
As of December 31, 2021
December 31,
2021
December 31, Borrowing
Capacity
2020
Weighted avg
interest rate
Maturity
Date
Operating credit facilities . . . . . . . $
Ballpark funding
Senior secured note . . . . . . . . . . .
Floating rate notes . . . . . . . . . . . .
Stadium credit facility. . . . . . . . .
Term loan . . . . . . . . . . . . . . . . . . .
Mixed-use credit facilities and
loans . . . . . . . . . . . . . . . . . . . . . . . .
Spring training credit facility . . . .
Total Braves Holdings . . . . . . $
Formula 1 Loans
amounts in millions
115
120
185
1.31%
various
178
55
46
—
271
30
700
184
60
—
46
239
30
674
NA
NA
46
NA
307
NA
3.77% September 2041
1.83% September 2029
July 2026
1.38%
August 2021
NA
3.64%
various
3.65% December 2030
Formula 1 has a first lien term loan denominated in U.S. Dollars (the “Senior Loan Facility”) that matures in
2024, which includes a $500 million revolving credit facility. On May 23, 2019, Formula 1 refinanced the revolving credit
facility, to extend the maturity and amend the pricing grid, resulting 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, 2021, 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, 2021. 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, 2021, 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 and debt yield ratio. 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, 2021, 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 it is tested for the period of four consecutive quarters
ending with 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
F-77
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
facility commitments) of $200 million and certain restrictions on dividends, other payments and the incurrence of
additional debt. On January 29, 2021, Braves Holdings amended one of the debt agreements of the mixed-use loans,
modifying the calculation of the debt yield from June 30, 2021 through the quarter ending December 31, 2021, subject to
certain other conditions.
Fair Value of Debt
The fair values, 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, not reported at fair value, are as follows (amounts in
millions):
December 31,
2021
Sirius XM 3.125% Senior Notes due 2026 . . . . . . . . . . . . .
$
Sirius XM 5.0% Senior Notes due 2027 . . . . . . . . . . . . . . . $
Sirius XM 4.0% Senior Notes due 2028 . . . . . . . . . . . . . . . $
Sirius XM 5.50% Senior Notes due 2029 . . . . . . . . . . . . . . $
Sirius XM 4.125% Senior Notes due 2030 . . . . . . . . . . . . . $
Sirius XM 3.875% Senior Notes due 2031 . . . . . . . . . . . . . $
Pandora 1.75% Senior Notes due 2023 . . . . . . . . . . . . . . . . $
993
1,551
2,000
1,337
1,492
1,459
220
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, 2021.
Five Year Maturities
The annual principal maturities of outstanding debt obligations for each of the next five years is as follows
(amounts in millions):
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
429
1,755
3,827
111
1,162
(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.
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
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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 38 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 to 10 years.
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.
During the year ended December 31, 2021, Sirius XM Holdings evaluated its office space needs and, as a result
of such analysis, surrendered certain office leases, primarily in New York, New York and Oakland, California. Sirius XM
Holdings assessed the recoverability of the carrying value of the operating lease right of use assets related to these locations.
Based on that assessment, Sirius XM Holdings recorded impairments aggregating $18 million to reduce the carrying value
of the assets to their fair values. Additionally, Sirius XM Holdings accrued expenses of $6 million for which it will not
recognize any future economic benefits and wrote off leasehold improvements of $1 million. The fair values of the assets
were determined using a discounted cash flow model based on Sirius XM Holdings management's assumptions regarding
the ability to sublease the locations and the remaining term of the leases. The total charge of $25 million was recorded to
impairment, restructuring and acquisition costs in the consolidated statement of operations for the year ended
December 31, 2021.
The following table presents the components of lease expense:
Years ended December 31,
2021
2020
2019
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
89
(4)
126
35
6
41
93
(2)
132
37
6
43
89
(3)
129
F-79
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
The remaining weighted-average lease terms and the weighted average discount rates were as follows:
Weighted-average remaining lease term (years):
Finance leases . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . .
Weighted-average discount rate:
Finance leases . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . .
2021
2020
2019
27.7
8.4
4.7%
5.2%
28.3
9.2
4.6%
5.2%
29.7
9.2
4.6%
5.2%
The following table presents supplemental balance sheet information related to leases:
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 . . . . . . . . . . . . . . . . . . $
December 31,
2021
2020
amounts in millions
403
54
405
459
477
(150)
327
5
111
116
465
54
453
507
477
(118)
359
6
116
122
(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:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . $
Financing cash flows for finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Right-of-use assets obtained in exchange for lease obligations:
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Years ended December 31,
2020
2021
amounts in millions
89
5
11
87
6
8
F-80
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Future minimum payments under noncancelable operating leases and finance leases with initial terms of one year
or more at December 31, 2021 consisted of the following:
Finance leases
Operating leases
amounts in millions
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: implied interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
10
9
9
9
9
144
190
74
116
75
77
67
65
63
221
568
109
459
(11) Liberty Media Acquisition Corporation
In November 2020, the Company, through its wholly owned subsidiary, Liberty Media Acquisition Sponsor, LLC
(the “Sponsor”), formed LMAC and ultimately purchased approximately 14.4 million shares of LMAC Series F common
stock (“Founder Shares”) for $25,000.
On January 26, 2021, LMAC consummated its initial public offering (“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 (“Public Warrants”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to LMAC of
$575 million, which were placed in a U.S.-based trust account (Level 1) which is included in other assets in the condensed
consolidated balance sheet. Substantially concurrent with the IPO, LMAC completed the private placement of 10 million
warrants to the Sponsor, generating gross proceeds of $15 million (“Private Placement Warrants”). 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 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), at a price of $10.00 per unit, pursuant to a forward purchase agreement that will
close substantially concurrently with the consummation of LMAC’s initial business combination.
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 region.
The Company, through the Sponsor’s ownership of the Founder Shares, owns 20% of LMAC’s issued and
outstanding common stock. The Founder Shares have certain governance rights which allow the Company to control
LMAC’s affairs, policies and operations through the initial business combination and therefore the Company continues to
consolidate LMAC post IPO. LMAC also entered into services and facilities sharing agreements with the Company for
shared office space, services and personnel based on a flat fee. The Company’s interest in LMAC is attributed to the
Formula One Group. Transactions and ownership interests with the Sponsor eliminate upon consolidation.
F-81
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
LMAC’s Series A common stock, issued as part of the Units in the IPO, has certain provisions which allow the
holder to put back the stock to LMAC upon an initial business combination at their election. This conditional redemption
feature requires the Company to account for those shares that are subject to potential redemption as redeemable
noncontrolling interests which requires temporary equity classification (outside of permanent equity).
The changes in the components of redeemable noncontrolling interests were as follows (in millions):
Balance at January 1, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Initial recognition of redeemable noncontrolling interests . . . . . . . . . . . .
Net earnings (loss) attributable to the noncontrolling interests . . . . . . . .
Change in redemption value of redeemable noncontrolling interests . . .
Balance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
—
524
(3)
54
575
The Public Warrants, issued as part of the Units in the IPO, have certain provisions which require LMAC to
account for these instruments at fair value as a liability. Therefore, the proceeds from the IPO were bifurcated between the
warrants and the Series A common stock. At the IPO date, approximately $20 million was recorded as a warrant liability
within Other Liabilities, net of IPO costs. At December 31, 2021 the value of the liability was $20 million based on the
fair market value of the Public Warrants.
On April 15, 2021, the Sponsor entered into an agreement to provide up to $2.5 million to LMAC for working
capital purposes. As of December 31, 2021, LMAC had borrowed $1 million under the loan. The working capital loan will
either be repaid upon consummation of the initial business combination or the deadline for LMAC to complete an initial
business combination, without interest, or, at the Sponsor’s discretion, up to $2.5 million of such loan may be convertible
into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to
the Private Placement Warrants. In the event that a business combination does not close, LMAC may use funds outside of
the trust account to repay the working capital loan, but funds in the trust account would not be used to repay the working
capital loan.
(12) Income Taxes
Income tax benefit (expense) consists of:
Years ended December 31,
2020 2019
2021
amounts in millions
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (26)
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
(51) (62)
(2)
(9)
(86) (51)
(1)
(24)
(21)
(46)
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(130)
84
87
41
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (45)
12
(1)
84
95
44
(139)
(20)
39
(120)
(166)
F-82
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
The following table presents a summary of our domestic and foreign earnings (loss) before income taxes:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 666
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
(969)
(466)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 789 (1,435)
583
(70)
513
Years ended December 31,
2020
2021
2019
amounts in millions
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, 2021, 2020 and 2019 as a result of the following:
Years ended December 31,
2021
2020
2019
amounts in millions
Computed expected tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local income taxes, net of federal income taxes . . . . . . . . . . . . . .
Foreign income taxes, net of foreign tax credit . . . . . . . . . . . . . . . . . . . . . . .
Income tax reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-taxable gain / non-deductible (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of nondeductible goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(166)
(58)
34
140
(11)
55
(135)
146
36
(17)
(76)
—
7
(45)
301
(42)
20
(19)
(12)
24
(69)
30
14
(17)
—
(194)
8
44
(108)
(41)
26
—
(10)
26
(40)
(48)
71
(22)
—
—
(20)
(166)
For the year ended December 31, 2021, the significant reconciling items, as noted in the table above, are federal
income tax credits, the settlement of state income tax audits at Sirius XM Holdings and a change in the Company’s foreign
effective tax rate, partially offset by an increase in our valuation allowance, the effect of state income taxes and certain
losses that are not deductible for income tax purposes.
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 foreign 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.
F-83
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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,
2021
2020
amounts in millions
Deferred tax assets:
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,475
84
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
232
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
207
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Other future deductible amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,141
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(424)
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,717
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,436
107
217
55
25
107
24
1,971
(293)
1,678
Deferred tax liabilities:
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
478
2,767
3,245
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,528
448
2,830
3,278
1,600
During the year ended December 31, 2021, there was a $135 million increase in the Company’s valuation
allowance that affected tax expense and a $4 million decrease that affected equity.
At December 31, 2021, the Company had a deferred tax asset of $1,475 million for federal, state and foreign net
operating losses (“NOLs”), interest expense carryforwards and tax credit carryforwards. Of this amount, the Company has
$170 million of federal NOLs, $243 million of state NOLs, $54 million of federal interest expense carryforwards, $234
million of federal tax credit carryforwards, $100 million of state tax credit carryforwards, $350 million of foreign NOLs
and $320 million of foreign interest expense carryforwards that may be carried forward indefinitely. The remaining $4
million of carryforwards expire at certain future dates. These carryforwards are expected to be utilized in future periods,
except for $424 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.
A reconciliation of unrecognized tax benefits is as follows:
December 31,
2021 2020
2019
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . $ 432
(2)
(10)
9
(250)
—
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 179
Decrease for tax positions of prior years . . . . . . . . . . .
Increase (decrease) in tax positions for current year . .
Increase in tax positions from prior years . . . . . . . . . .
Settlements with tax authorities . . . . . . . . . . . . . . . . . .
Increase in tax positions from acquisition . . . . . . . . . .
amounts in millions
405
(7)
20
14
—
—
432
387
(13)
12
1
—
18
405
F-84
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
As of December 31, 2021, the Company had unrecognized tax benefits and uncertain tax positions of
$179 million. If such tax benefits were to be recognized for financial statement purposes, approximately $179 million
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, 2021 will significantly increase or decrease during
the twelve-month period ending December 31, 2022; 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, 2021, the Company’s tax years prior to 2018 are closed for federal income tax purposes, and
the IRS has completed its examination of the Company’s 2018, 2019 and 2020 tax years. The Company’s 2021 tax year is
not under IRS examination. Various states are currently examining the Company’s prior years’ state income tax returns.
Sirius XM Holdings is under IRS audit for the 2021 tax year and 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, 2021, the Company had less than $1 million 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 Sirius XM 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. The tax sharing agreement contains provisions that the Company believes are customary for tax sharing
agreements between members of a consolidated group.
Under the Internal Revenue Code, two eligible 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. Following the closing of the share exchange on November 3,
2021, as described in note 1, Liberty owned greater than 80% of the outstanding equity interest of Sirius XM Holdings,
and, as a result, Liberty and Sirius XM Holdings became members of the same consolidated federal income tax group.
On November 1, 2021, Sirius XM Holdings entered into (i) an agreement with Liberty whereby Liberty agreed
not to effect any merger with Sirius XM Holdings pursuant to Section 253 of the General Corporation Law of the State of
Delaware (or any successor to such statute) without obtaining the prior approval of a special committee of the Sirius XM
Holdings board of directors, all of whom are independent of Liberty (the “Special Committee”) (or any successor special
committee of Sirius XM Holdings’ independent and disinterested directors) and (ii) an agreement regarding certain tax
matters relating to the exchange. Each of these agreements was negotiated by the Special Committee with Liberty.
(13) 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, 2021, no shares of preferred stock were issued.
F-85
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Common Stock
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, 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
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.
During the year ended December 31, 2021, the Company repurchased 3.1 million shares of Series A Liberty
SiriusXM common stock for aggregate cash consideration of $141 million, 7.7 million shares of Series C Liberty SiriusXM
common stock for aggregate cash consideration of $359 million and 1.2 million shares of Series A Liberty Formula One
common stock for aggregate cash consideration of $55 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 Braves common stock and no repurchases of Series C Liberty Braves common stock
or Liberty Formula One common stock during the year ended December 31, 2021.
Dividends Declared by Subsidiary
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.
During the year ended December 31, 2021, Sirius XM Holdings declared a cash dividend each quarter, and paid
in cash an aggregate amount of $268 million, of which Liberty received $210 million. Sirius XM Holdings’ board of
directors expects to declare regular quarterly dividends, in an aggregate annual amount of $0.087846 per share of common
stock.
F-86
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
On January 26, 2022, Sirius XM Holdings’ board of directors declared a quarterly dividend on its common stock
in the amount of $0.0219615 per share of common stock, payable on February 25, 2022 to stockholders of record at the
close of business on February 11, 2022. On January 31, 2022, Sirius XM Holdings’ board of directors declared a special
cash dividend on its common stock in the amount of $0.25 per share of common stock, payable on February 25, 2022 to
stockholders of record at the close of business on February 11, 2022.
(14) 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 are either 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. This allocation 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 allocation percentage will then be adjusted annually and following certain
events. For the years ended December 31, 2021 and 2020, the allocation percentage for Liberty was 41% and 44%,
respectively.
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
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 restricted stock
units or a combination of both. The annual equity awards were allocated across Liberty and each of the Service Companies.
F-87
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Vesting of any of these annual performance-based restricted stock units 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 restricted stock units. 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.
Exchange Agreement with Chairman
On July 28, 2021, the Company entered into an exchange agreement, among the Company, John C. Malone (the
Chairman of the Board of the Company), and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the
“JM Trust”) (the “Exchange Agreement”), whereby, among other things, Mr. Malone agreed to an arrangement under
which his aggregate voting power in the Company would not exceed 49% (the “Target Voting Power”) plus 0.5% (under
certain circumstances).
The Exchange Agreement provides for exchanges by the Company and Mr. Malone or the JM Trust of shares of
Series B Liberty SiriusXM common stock, Series B Liberty Braves common stock or Series B Liberty Formula One
common stock for shares of Series C Liberty SiriusXM common stock, Series C Liberty Braves common stock or Series
C Liberty Formula One common stock, respectively, in connection with certain events, including (i) any event that would
result in a reduction in the outstanding votes of any of the Company’s tracking stock groups (each, a “Group”) or an
increase of Mr. Malone’s beneficially-owned voting power in any Group (other than a Voting Power Exchange (as defined
below)) (an “Accretive Event”), in each case, such that Mr. Malone’s voting power with respect to such Group would
exceed the Target Voting Power plus 0.5%, (ii) from and after the occurrence of any Accretive Event, any event that would
result in an increase in the outstanding votes of any Group or a decrease of Mr. Malone’s beneficially-owned voting power
in any Group (a “Dilutive Event”), in each case, such that Mr. Malone’s voting power with respect to such Group falls
below the Target Voting Power less 0.5%, or (iii) on a quarterly basis or in connection with any annual or special meeting
of stockholders, upon request by Mr. Malone or the JM Trust, if Mr. Malone’s aggregate voting power in the Company is
less than the Target Voting Power and would continue to be less than the Target Voting Power upon completion of such
exchange (a "Voting Power Exchange"). Additionally, the Exchange Agreement contains certain provisions with respect to
fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off,
rights offering or dividend, in each case, as a result of which holders of Series B common stock of one or more Groups are
entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof.
In connection with an Accretive Event with respect to a Group, Mr. Malone or the JM Trust will be required to
exchange with the Company shares of Series B common stock of such Group (“Exchanged Group Series B Shares”) for
an equal number of shares of Series C common stock of the same Group so as to maintain Mr. Malone’s voting power with
respect to such Group as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the
conditions of the Exchange Agreement. In connection with a Dilutive Event with respect to a Group, Mr. Malone and the
JM Trust may exchange with the Company shares of Series C common stock of a Group for an equal number of shares of
Series B common stock of the same Group equal to the lesser of (i) the number of shares of Series B common stock of the
same Group which would maintain Mr. Malone’s voting power with respect to such Group as close as possible to, without
exceeding, the Target Voting Power and (ii) the number of Exchanged Group Series B Shares at such time, on the terms
and subject to the conditions of the Exchange Agreement. In a Voting Power Exchange, the Company will be required to
F-88
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
exchange with Mr. Malone and the JM Trust shares of Series B common stock of any Group on a one-for-one basis for
shares of Series C common stock of the same Group, with the maximum number of shares of Series B common stock to
be delivered to Mr. Malone or the JM Trust equal to the number of Exchanged Group Series B Shares at such time that
may be delivered without resulting in Mr. Malone’s aggregate voting power in the Company exceeding the Target Voting
Power, on the terms and subject to the conditions of the Exchange Agreement.
As of December 31, 2021, there have been no exchanges of the Company’s shares pursuant to the Exchange
Agreement.
Chairman’s Employment Agreement
On December 12, 2008, the Committee determined to modify its employment arrangements with Mr. Malone, to
permit Mr. Malone 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
Mr. Malone 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 Mr. Malone 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 Mr. Malone under the 8% Plan and 13% Plan aggregated approximately $2.4 million
and $20 million, respectively, at December 31, 2008. The amount owed to Mr. Malone under his salary continuation plan
aggregated approximately $39 million at December 31, 2008. Mr. Malone will receive 240 equal monthly installments as
follows, which began on February 1, 2009: (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.
(15) 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
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.
F-89
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Liberty—Grants of Stock Options
Awards granted in 2021, 2020 and 2019 are summarized as follows:
2021
Years ended December 31,
2020
Options Weighted Options Weighted Options Weighted
granted average
granted average
granted average
(000's) GDFV
(000's) GDFV
(000's) GDFV
2019
Series C Liberty SiriusXM common stock, Liberty employees
and directors (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series C Liberty SiriusXM common stock, Liberty CEO (2) . . . . . .
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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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) . . . .
66 $ 14.54
257 $ 13.73
372 $ 12.12
1,053 $ 11.03
179 $ 11.62
1,419 $ 11.23
55 $ 18.79
—
— $
305 $ 14.29
791 $ 12.42
139 $ 12.70
815 $ 11.67
718 $ 15.96
1,435 $ 7.55
2,005 $ 9.79
23 $ 9.93
—
— $
—
— $
146 $ 7.79
489 $ 7.26
1,585 $ 8.52
62 $ 7.33
320 $ 7.36
—
— $
(1) Mainly vests between two and five years for employees and in one year for directors.
(2) Grant made in March 2021 cliff vested in December 2021. Grants made in March 2020 cliff vested in December 2020,
and grants made in December 2020 in connection with the CEO’s 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 employment agreement cliff vest in December 2023. See discussion in note 14 regarding the
compensation agreement with the Company’s CEO.
(3) Grants made in 2021 vest in equal quarterly installments over 2021. Grants made in 2020 and 2019 vest monthly over
one year.
(4) Grants made in December 2020 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
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, to our CEO. 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, 2021 and 2019, the Company granted 65 thousand and 60 thousand performance-based RSUs, respectively,
of Series C Liberty Formula One common stock to our CEO. Such RSUs had a GDFV of $45.88 per share and $33.94 per
share, respectively. During the years ended December 31, 2021 and 2019, the Company granted 31 thousand and 38
thousand performance-based RSUs, respectively, of Series C Liberty Braves common stock to our CEO. Such RSUs had
a GDFV of $31.24 per share and $27.73 per share, respectively. The 2021 and 2019 performance-based RSUs cliff vest
F-90
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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, 2021.
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 2021, 2020 and 2019, 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 2021, 2020
and 2019 grants.
Volatility
2021 grants
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.9 % - 37.4 %
2020 grants
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.8 % - 37.2 %
2019 grants
Liberty options . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.8 % - 27.5 %
Liberty—Outstanding Awards
The following tables present the number and weighted average exercise price (“WAEP”) of Awards to purchase
Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average
remaining life and aggregate intrinsic value of the Awards.
Liberty SiriusXM
Series C
Liberty
Awards (000's) WAEP
Weighted Aggregate
average
remaining
life
intrinsic
value
(in millions)
Outstanding at January 1, 2021 . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2021 . . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2021 . . . . . . . . . . . . . . . . . . .
10,870 $ 34.96
323 $ 45.79
(3,823) $ 28.48
(1) $ 42.62
7,369 $ 38.79 3.4 years $
5,213 $ 36.39 2.6 years $
89
75
F-91
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Liberty Formula One
Series C
Liberty
Awards (000's) WAEP
Weighted
average
remaining
life
Aggregate
intrinsic
value
(in millions)
Outstanding at January 1, 2021 . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2021 . . . . . . . . . . . . .
Exercisable at December 31, 2021 . . . . . . . . . . . . .
10,391 $ 31.78
773 $ 46.40
(2,050) $ 25.71
—
9,114 $ 34.38
7,507 $ 32.42
— $
4.2 years $
4.0 years $
263
231
Liberty Braves
Series C
Liberty
Awards (000's)
WAEP
Weighted
average
remaining
life
Aggregate
intrinsic
value
(in millions)
Outstanding at January 1, 2021 . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2021 . . . . . . . . . . . . .
Exercisable at December 31, 2021 . . . . . . . . . . . . . .
3,475 $ 24.81
23 $ 30.17
(373) $ 16.39
—
3,125 $ 25.86
649 $ 20.58
— $
5.1 years $
2.6 years $
7
5
As of December 31, 2021, Liberty Formula One and Liberty Braves each had 1 thousand Series A options
outstanding and exercisable at a WAEP of $12.63 and $12.35, respectively, and each had a weighted average remaining
contractual life of 1.0 year.
There were no outstanding Series A options to purchase shares of Series A Liberty SiriusXM common stock and
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 2021.
As of December 31, 2021, the total unrecognized compensation cost related to unvested Liberty Awards was
approximately $49 million. Such amount will be recognized in the Company’s consolidated statements of operations over
a weighted average period of approximately 1.6 years.
As of December 31, 2021, 7.4 million, 9.1 million and 3.1 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.
F-92
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Liberty—Exercises
The aggregate intrinsic value of all options exercised during the years ended December 31, 2021, 2020 and 2019
was $144 million, $8 million and $163 million, respectively.
Liberty—Restricted Stock and Restricted Stock Units
The Company had approximately 73 thousand, 138 thousand and 219 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, 2021. 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 $41.81, $46.42 and $28.62 per share, respectively.
The aggregate fair value of all RSAs and RSUs of Liberty common stock that vested during the years ended
December 31, 2021, 2020 and 2019 was $13 million, $45 million and $17 million, respectively.
Sirius XM Holdings—Stock-based Compensation
During the years ended December 31, 2021, 2020 and 2019, 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 2021, 2020 and 2019
was 33%, 28% and 26%, respectively. During the year ended December 31, 2021, Sirius XM Holdings granted
approximately 54 million stock options with a weighted-average exercise price of $6.14 per share and a grant date fair
value of $1.77 per share. As of December 31, 2021, Sirius XM Holdings has approximately 161 million options
outstanding of which approximately 101 million are exercisable, each with a weighted-average exercise price per share of
$5.47 and $5.01, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $156 million
and $144 million, respectively. During the year ended December 31, 2021, Sirius XM Holdings granted approximately
40 million RSUs and PRSUs with a grant date fair value of $6.35 per share. The stock-based compensation related to Sirius
XM Holdings stock options and restricted stock awards was $202 million, $223 million and $229 million for the years
ended December 31, 2021, 2020 and 2019, 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, 2021, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options was
$455 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 2.5 years.
(16) 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 $35 million,
$30 million and $19 million for each of the years ended December 31, 2021, 2020 and 2019, respectively.
F-93
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
(17) Other Comprehensive Earnings (Loss)
Accumulated other comprehensive earnings (loss) included in Liberty’s consolidated balance sheets and
consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, unrealized holding
gains and losses on debt and equity securities and Liberty’s share of accumulated other comprehensive earnings of
affiliates.
The change in the components of accumulated other comprehensive earnings (loss), net of taxes (“AOCI”), is
summarized as follows:
Unrealized Foreign
holding
currency
gains (losses) translation
on securities adjustment Other
AOCI
Balance at January 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss) attributable to Liberty stockholders . .
Balance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
amounts in millions
(30)
13
(17)
10
(7)
(4)
(11)
7
(11)
(4)
108
104
(78)
26
(15)
3
(12)
(7)
(19)
(1)
(20)
(38)
5
(33)
111
78
(83)
(5)
The components of other comprehensive earnings (loss) are reflected in Liberty’s consolidated statements of
comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component of
other comprehensive earnings (loss).
Tax
Before-tax
amount
(expense) Net-of-tax
amount
benefit
amounts in millions
Year ended December 31, 2021:
Unrealized holding gains (losses) arising during period . . . . . . . . . . . . . . . . . . . . . . . .
Credit risk on fair value debt instruments gains (losses) . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of previously unrealized (gains) losses on debt . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
(1)
(106)
4
(3)
(106)
(9)
149
4
144
4
(17)
27
14
—
23
(1)
1
23
2
(32)
(1)
(31)
(1)
4
(6)
(3)
(1)
(83)
3
(2)
(83)
(7)
117
3
113
3
(13)
21
11
F-94
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
(18) 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, 2021 aggregated $285 million, which is payable as follows: $103 million in 2022,
$76 million in 2023, $51 million in 2024, $28 million in 2025, $27 million in 2026 and zero thereafter. In addition to the
foregoing amounts, certain players, coaches and executives may earn incentive compensation under the terms of their
employment contracts. In December 2021, the collective bargaining agreement, which requires MLB clubs to sign players
using a uniform contract, expired and MLB commenced a lockout of the Major League players. Negotiations are ongoing,
but no agreement has been reached to date. The Braves are under no legal obligation to pay Major League player salaries
during any period that players do not render services during a labor dispute (including the ongoing lockout).
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: $799 million in 2022, $893 million in 2023,
$273 million in 2024, $136 million in 2025 and $51 million in 2026. 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: $188 million in 2022, $169 million in 2023, $132 million in 2024, $37 million in 2025 and $8 million in 2026.
SXM-7 Satellite
On December 13, 2020, Sirius XM Holdings launched its SXM-7 satellite and in-orbit testing of SXM-7 began
on January 4, 2021. During in-orbit testing of SXM-7, events occurred which caused failures of certain SXM-7 payload
units. The evaluation of SXM-7 concluded that the satellite will not function as intended, which Sirius XM Holdings
considered to be a triggering event prompting the assessment as to whether the asset's carrying value of $220 million was
recoverable. In determining recoverability of SXM-7, Sirius XM Holdings compared the asset's carrying value to the
undiscounted cash flows derived from the satellite. SXM-7 was determined to be a total loss and therefore, the carrying
value of the satellite is not recoverable and an impairment charge of $220 million was recorded to impairment, restructuring
F-95
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
and acquisition costs in the consolidated statement of operations during the year ended December 31, 2021. SXM-7
remains in-orbit at its assigned orbital location, but is not being used to provide satellite radio service.
Sirius XM Holdings procured insurance for SXM-7 to cover the risks associated with the satellite's launch and
first year of in-orbit operation. The aggregate coverage under the insurance policies with respect to SXM-7 is $225 million.
During the year ended December 31, 2021 Sirius XM Holdings collected insurance recoveries of $225 million. Of this
amount, $220 million was recorded as a reduction to impairment, restructuring and acquisition costs in the consolidated
statements of operations. The remaining $5 million was recorded in other, net in the consolidated statements of operations.
The SXM-8 satellite was successfully launched into a geostationary orbit on June 6, 2021 and was placed into
service on September 8, 2021 following the completion of in-orbit testing The SXM-8 satellite replaced the XM-3 satellite,
which remains available as an in-orbit spare along with XM-5.
Potential Impact of COVID-19
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. 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. In 2020, the regular baseball season was comprised of 60 games and Formula 1 had 17 Events. The
2021 regular baseball season was comprised of 160 games. Formula 1 originally scheduled 23 Events in 2021, and after a
number of Events were cancelled and/or replaced, a record 22 Events took place. Braves Holdings and Formula 1 had
limitations on the number of fans in attendance at certain games and Events in 2021, thereby reducing revenue associated
with fan attendance. Starting in the third quarter of 2021, Live Nation saw a meaningful restart of its operations, with
growth in ticket sales, new sponsor partners and the resumption of shows, primarily in the United States and United
Kingdom. It is unclear, as restrictions are lifted in many jurisdictions, whether and to what extent COVID-19 concerns will
continue to impact the use of and/or demand for the entertainment, events and services provided by these businesses and
demand for sponsorship and advertising assets. If these businesses continue to face cancelled events, closed venues and
reduced attendance, the impact may substantially decrease our revenue. Due to the revenue reductions caused by
COVID-19 to date, these businesses have looked to reduce expenses, but should such impacts continue, the businesses
may not be able to reduce expenses to the same degree as any decline in revenue, which may 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
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.
F-96
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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 19) for the
corresponding period as this charge does not relate to the on-going performance of the business.
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
F-97
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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.
On August 23, 2021, the United States Court of Appeals for the Ninth Circuit issued an Opinion in a related case,
Flo & Eddie Inc. v. Sirius XM Radio Inc. The related case also concerned a class action suit brought by Flo & Eddie Inc.
regarding the public performance of pre-1972 recordings under California law. Relying on California’s copyright statute,
Flo & Eddie argued that California law gave it the “exclusive ownership” of its pre-1972 songs, including the right of
public performance. The Ninth Circuit reversed the District Court’s grant of partial summary judgment to Flo & Eddie Inc.
The Ninth Circuit held that the District Court in this related case erred in concluding that “exclusive ownership” under
California’s copyright statute included the right of public performance. The Ninth Circuit remanded the case for entry of
judgment consistent with the terms of the parties’ contingent settlement agreement, and on October 6, 2021, the parties to
the related case stipulated to its dismissal with prejudice.
Following issuance of the Flo & Eddie Inc. v. Sirius XM Radio Inc. opinion, on September 3, 2021, the Ninth
Circuit lifted the stay of appellate proceedings in Flo & Eddie, Inc. v. Pandora Media, LLC. The Flo & Eddie Inc. v. Sirius
XM Radio Inc. decision is precedential in the Ninth Circuit, and therefore Sirius XM Holdings believes substantially
narrows the claims that Flo & Eddie may continue to assert against Pandora.
Sirius XM Holdings believes it has substantial defenses to the claims asserted in these actions, and it intends to
defend these actions vigorously.
(19) 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.
F-98
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
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
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, 2021, 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.
F-99
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Performance Measures
2021
Years ended December 31,
2020
2019
Revenue
Adjusted
OIBDA
Revenue
Adjusted
OIBDA
amounts in millions
Revenue
Adjusted
OIBDA
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . . . . . . . . . . $ 8,696
6,268
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . .
—
14,964
(6,268)
8,696
Eliminate equity method affiliate . . . . . . . . . . . . .
Total Liberty SiriusXM Group . . . . . . . . . . . . . .
2,770
324
(15)
3,079
(324)
2,755
8,040
477
—
8,517
(477)
8,040
2,575
(891)
(31)
1,653
891
2,544
7,794
—
—
7,794
—
7,794
2,453
—
(17)
2,436
—
2,436
Braves Group
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . . . . . . . . . . . .
568
568
104
104
178
178
(53)
(53)
476
476
49
49
Formula One Group
Formula 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Live Nation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . .
2,136
NA
—
2,136
NA
2,136
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,400
Eliminate equity method affiliate . . . . . . . . . . . . .
Total Formula One Group . . . . . . . . . . . . . . . . .
495
NA
(29)
466
NA
466
3,325
1,145
1,384
—
2,529
(1,384)
1,145
9,363
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
F-100
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
Other Information
Total
assets
Liberty SiriusXM Group
Sirius XM Holdings . . . . . . . . . . . . . . $ 29,812
14,402
Live Nation . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . .
1,862
46,076
(14,402)
31,674
Eliminate equity method affiliate . . . .
Total Liberty SiriusXM Group . . . .
Braves Group
Corporate and other . . . . . . . . . . . . . .
Total Braves Group . . . . . . . . . . . . .
1,636
1,636
Formula One Group
Formula 1. . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . .
Total Formula One Group . . . . . . . .
Elimination (1) . . . . . . . . . . . . . . . . . . . .
8,819
2,845
11,664
(623)
Consolidated Liberty . . . . . . . . . . . $ 44,351
in affiliates
716
294
89
1,099
(294)
805
110
110
—
30
30
—
945
December 31, 2021
Investments Capital
expenditures
Total
assets
amounts in millions
December 31, 2020
Investments Capital
in affiliates
expenditures
388
176
—
564
(176)
388
30,030
10,589
2,051
42,670
(10,589)
32,081
35
35
1,571
1,571
17
—
17
—
440
8,610
2,581
11,191
(839)
44,004
723
170
163
1,056
(170)
886
94
94
—
38
38
—
1,018
350
223
—
573
(223)
350
81
81
11
10
21
—
452
(1) As of December 31, 2021 and 2020, this amount includes 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, 2020, this amount was also 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.
During the year ended December 31, 2021, the Liberty SiriusXM Group paid approximately $384 million to the
Formula One Group to settle its obligation under the call spread.
F-101
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2021, 2020 and 2019
The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss)
from continuing operations before income taxes:
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Litigation settlements and reserves (note 18) . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment, restructuring and acquisition costs, net of recoveries (notes 5
and 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized gains (losses) on financial instruments, net . . . . . .
Gains (losses) on dilution of investment in affiliate . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) from continuing operations before income taxes . . . . . . . . $
Revenue by Geographic Area
2021
Years ended December 31,
2020
amounts in millions
2,509
16
(261)
3,325
—
(256)
(20)
(1,072)
1,977
(642)
(200)
(451)
152
(47)
789
(1,004)
(1,083)
177
(634)
(586)
(402)
4
6
(1,435)
2019
2,931
(25)
(291)
(84)
(1,061)
1,470
(657)
6
(315)
7
2
513
Revenue by geographic area based on the country of domicile is as follows:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived Assets by Geographic Area
Years ended December 31,
2021
2020
2019
amounts in millions
$
9,163
2,136
101
$ 11,400
8,121
1,145
97
9,363
8,172
2,022
98
10,292
December 31,
2020
2021
amounts in millions
1,984
26
2,010
2,221
18
2,239
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
F-102
Unaudited Attributed Financial Information for Tracking Stock Groups
The following tables present Liberty Media Corporation’s (“Liberty” or the “Company”) assets and liabilities as
of December 31, 2021 and December 31, 2020 and revenue, expenses and cash flows for the years ended December 31,
2021, 2020, and 2019. The tables further present our assets, liabilities, revenue, expenses and cash flows that are attributed
to the Liberty SiriusXM Group, Liberty Braves Group (“Braves Group”) and the Liberty Formula One Group (“Formula
One Group”), respectively. The reattribution, as described in note 1, is reflected in the attributed financial statements on a
prospective basis from April 22, 2020. The financial information should be read in conjunction with our consolidated
financial statements for the year ended December 31, 2021 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,
2021
December 31,
2020
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Summary Statement of Operations Data:
598
805
24,953
1,269
31,674
1,454
14,262
2,206
8,036
3,565
996
886
24,924
1,471
32,081
1,721
13,000
2,116
8,250
4,505
2019
7,794
(3,427)
(427)
(280)
(1,495)
(84)
1,544
(435)
(24)
—
(271)
241
494
2021
Years ended December 31,
2020
amounts in millions
8,040
(3,579)
(362)
(264)
(1,509)
(1,004)
749
(462)
(484)
4
(106)
28
(747)
8,696
(3,968)
(325)
(265)
(1,598)
(20)
1,917
(495)
(253)
152
(74)
276
599
2021
Years ended December 31,
2020
amounts in millions
44
43
147
234
45
36
134
215
2019
43
49
154
246
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of Sirius XM Holdings services (1) . . . . . . . . . . . . . . . . . . . . . . . . . $
Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other operating expenses (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative expense (1) . . . . . . . . . . . . . . . . . . . $
Impairment, restructuring and acquisition costs, net of recoveries . . . . $
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . $
Gains (losses) on dilution of investment in affiliate . . . . . . . . . . . . . . . . $
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:
Cost of Sirius XM Holdings services . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . .
$
F-104
Braves Group
Summary Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investments in affiliates, accounted for using the equity method . . . . . $
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . . . . . . $
Intangible assets subject to amortization, net . . . . . . . . . . . . . . . . . . . . . $
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Long-term debt, including current portion . . . . . . . . . . . . . . . . . . . . . . . $
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Attributed net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Summary Statement of Operations Data:
December 31,
2021
December 31,
2020
amounts in millions
142
777
110
323
21
1,636
83
697
65
296
151
799
94
323
24
1,571
90
670
52
291
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative expense (1) . . . . . . . . . . . . . . $
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . $
Unrealized gains (losses) on intergroup interest . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . $
2021
Years ended December 31,
2020
amounts in millions
178
(67)
(128)
6
42
38
(78)
568
(99)
20
30
(31)
(8)
(11)
2019
476
(100)
(39)
18
(42)
15
(77)
(1) Includes stock-based compensation of $12 million, $6 million, and $17 million for the years ended December 31,
2021, 2020 and 2019, respectively.
F-105
Formula One Group
Summary Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investments in affiliates, accounted for using the equity method . . $
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . . . $
Intangible assets subject to amortization, net . . . . . . . . . . . . . . . . . . $
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Long-term debt, including current portion . . . . . . . . . . . . . . . . . . . . $
Redeemable noncontrolling interests in equity of subsidiary. . . . . . $
Attributed net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Summary Statement of Operations Data:
December 31,
2021
December 31,
2020
amounts in millions
2,074
30
3,957
3,507
11,664
3,631
575
6,340
1,684
38
3,956
3,883
11,191
3,759
—
6,550
2021
Years ended December 31,
2020
amounts in millions
2019
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative expense (1) . . . . . . . . . . . . . . . . $
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . $
Unrealized gains (losses) on intergroup interest . . . . . . . . . . . . . . . . $
Realized and unrealized gains (losses) on financial
instruments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Earnings (loss) attributable to Liberty stockholders . . . . . . . . . . . . . $
2,136
(1,489)
(210)
40
(123)
23
(90)
(21)
37
(190)
1,145
(974)
(174)
(444)
(146)
(108)
(167)
129
112
(596)
2,022
(1,394)
(210)
(35)
(195)
12
42
(270)
90
(311)
(1) Includes stock-based compensation of $29 million, $21 million, and $28 million for the years ended December 31,
2021, 2020, and 2019, respectively.
F-106
BALANCE SHEET INFORMATION
December 31, 2021
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
Formula One Inter-Group Consolidated
Group
amounts in millions
Eliminations Liberty
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . $
Trade and other receivables, net . . . . . . . . . . . . .
Other current assets. . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . .
Intergroup interests (note 1) . . . . . . . . . . . . . . . . . .
Investments in affiliates, accounted for using
the equity method (note 1) . . . . . . . . . . . . . . . . . . .
Property and equipment, at cost . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . .
598
722
793
2,113
379
142
40
148
330
—
805
110
2,811
(1,697)
1,114
1,008
(231)
777
Intangible assets not subject to amortization
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FCC licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization, net . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
15,111
8,600
1,242
24,953
1,269
1,041
31,674
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 . . . . . . . . . . . . . . . . . . . . . . . . .
14
1,458
2,184
1,454
68
5,178
12,078
2,206
—
611
20,073
180
—
143
323
21
75
1,636
(31)
66
12
83
6
136
685
65
257
197
1,340
Redeemable noncontrolling interests in equity
of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity / Attributed net assets . . . . . . . . . . . . . . . . .
Noncontrolling interests in equity of
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and equity . . . . . . . . . . . . . . . . . $
2,074
66
229
2,369
191
30
208
(89)
119
3,957
—
—
3,957
3,507
1,491
11,664
17
308
695
253
23
1,296
2,936
—
313
179
4,724
575
6,340
—
8,036
—
296
3,565
31,674
—
1,636
25
11,664
F-107
—
—
—
—
(570)
—
—
—
—
—
—
—
—
—
(53)
(623)
—
—
—
—
—
—
—
(53)
(570)
—
(623)
—
—
—
(623)
2,814
828
1,170
4,812
—
945
4,027
(2,017)
2,010
19,248
8,600
1,385
29,233
4,797
2,554
44,351
—
1,832
2,891
1,790
97
6,610
15,699
2,218
—
987
25,514
575
14,672
3,590
44,351
BALANCE SHEET INFORMATION
December 31, 2020
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
Formula One Inter-Group Consolidated
Eliminations
Liberty
Group
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . $
Trade and other receivables, net . . . . . . . . . . .
Other current assets. . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . .
Intergroup interests (note 1) . . . . . . . . . . . . . . . .
Investments in affiliates, accounted for using
the equity method (note 1) . . . . . . . . . . . . . . . . .
Property and equipment, at cost . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . .
996
672
225
1,893
257
151
30
63
244
—
886
94
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . $
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 . . . . . . . . . . . . . . . $
15,082
8,600
1,242
24,924
1,471
1,334
32,081
(22)
1,380
475
1,721
442
3,996
12,525
2,116
—
689
19,326
8,250
180
—
143
323
24
87
1,571
(35)
53
59
90
6
173
611
52
226
218
1,280
291
amounts in millions
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
4,505
32,081
—
1,571
5
11,191
F-108
—
—
(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
STATEMENT OF OPERATIONS INFORMATION
December 31, 2021
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
Formula One
Group
Consolidated
Liberty
amounts in millions
Revenue:
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . $
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses, including
stock-based compensation (note 2):
Cost of Sirius XM Holdings 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, restructuring and acquisition
costs, net of recoveries . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . .
Gains (losses) on dilution of investment in
affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . .
Income tax (expense) benefit (note 3) . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the
noncontrolling interests . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the
redeemable noncontrolling interests . . . . . . . . . . .
Net earnings (loss) attributable to Liberty
stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8,696
—
—
8,696
2,672
559
501
236
—
325
265
1,598
20
603
6,779
1,917
(495)
(253)
121
(433)
152
(60)
(968)
949
(74)
875
276
—
—
—
568
568
—
—
—
—
—
—
377
99
—
72
548
20
(24)
30
(31)
3
—
(1)
(23)
(3)
(8)
(11)
—
—
—
2,136
—
2,136
—
—
—
—
1,489
—
—
210
—
397
2,096
40
(123)
23
(90)
(21)
—
14
(197)
(157)
37
(120)
16
54
599
(11)
(190)
8,696
2,136
568
11,400
2,672
559
501
236
1,489
325
642
1,907
20
1,072
9,423
1,977
(642)
(200)
—
(451)
152
(47)
(1,188)
789
(45)
744
292
54
398
F-109
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
compensation (note 2):
Cost of Sirius XM Holdings 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, restructuring and acquisition costs, net of
recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on dilution of investment in affiliate . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 3) . . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the
noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . . . . $
8,040
—
—
8,040
—
—
178
178
—
1,145
—
1,145
8,040
1,145
178
9,363
2,421
481
481
196
—
362
264
1,509
1,004
573
7,291
749
(462)
(7)
(484)
125
(521)
4
(17)
(1,362)
(613)
(106)
(719)
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
1,004
1,083
9,186
177
(634)
—
(586)
—
(402)
4
6
(1,612)
(1,435)
44
(1,391)
30
(1,421)
F-110
STATEMENT OF OPERATIONS INFORMATION
December 31, 2019
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
Formula One Consolidated
Group
Liberty
amounts in millions
Revenue:
Sirius XM Holdings revenue . . . . . . . . . . . . . . . . . . . . . . . $
Formula 1 revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses, including stock-based
compensation (note 2):
Cost of Sirius XM Holdings 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, restructuring and acquisition costs, net
of recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on dilution of investment in affiliate . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 3) . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less net earnings (loss) attributable to the
noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) attributable to Liberty stockholders . . . $
7,794
—
—
7,794
2,291
462
475
199
—
427
280
1,495
84
537
6,250
1,544
(435)
(24)
—
(41)
—
(38)
(538)
1,006
(271)
735
241
494
—
—
476
476
—
—
—
—
—
—
344
100
—
71
515
(39)
(27)
18
(42)
(4)
—
2
(53)
(92)
15
(77)
—
(77)
—
2,022
—
2,022
7,794
2,022
476
10,292
—
—
—
—
1,394
—
—
210
—
453
2,057
(35)
(195)
12
42
(270)
7
38
(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)
7
2
(957)
513
(166)
347
241
106
F-111
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2021
(unaudited)
Attributed (note 1)
Liberty
SiriusXM
Group
Braves
Group
Formula One Consolidated
Group
Liberty
amounts in millions
875
603
215
24
253
(121)
433
15
(152)
83
(12)
9
(2)
(15)
(59)
(255)
1,894
—
177
(14)
(73)
1
12
(388)
225
(4)
(64)
6,294
(5,872)
(500)
(1,523)
—
(58)
(106)
(384)
(83)
(2,232)
—
(402)
1,008
606
(11)
.
72
12
—
(30)
31
(3)
—
—
—
12
(4)
7
20
(43)
(1)
62
—
2
—
—
—
—
(35)
—
8
(25)
117
(93)
—
—
—
—
—
—
(2)
22
—
59
185
244
(120)
744
397
29
—
(23)
90
21
1
—
(3)
(41)
(5)
(5)
(3)
(2)
145
481
(575)
204
—
(179)
39
—
(17)
—
(72)
(600)
—
(322)
(55)
—
575
—
(48)
384
(22)
512
(3)
390
1,684
2,074
1,072
256
24
200
—
451
16
(152)
80
(41)
—
—
2
(104)
(111)
2,437
(575)
383
(14)
(252)
40
12
(440)
225
(68)
(689)
6,411
(6,287)
(555)
(1,523)
575
(58)
(154)
—
(107)
(1,698)
(3)
47
2,877
2,924
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash impairment and restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . .
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:
Investment of subsidiary initial public offering proceeds into trust account . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from insurance recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty stock repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from initial public offering of subsidiary . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid in lieu of shares issued for stock-based compensation . . . . . . . . . . . .
Settlement of intergroup call spread . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
STATEMENT OF CASH FLOWS INFORMATION
December 31, 2020
(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 activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash impairment and restructuring costs . . . . . . . . . . . . . . . . . . . .
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 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 . . . . . . . . . . . . . .
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intergroup loan (repayment) borrowing . . . . . . . . . . . . . . . . . . . . . . . .
Liberty 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 . . . . . . $
(719)
(78)
(594)
(1,391)
573
234
1,000
484
(125)
521
12
(4)
40
40
5
8
2
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
69
6
—
(6)
(42)
10
1
—
—
(10)
(28)
2
9
(29)
41
(55)
—
—
—
—
—
(81)
4
(77)
228
(114)
—
—
—
—
—
—
(1)
(8)
105
—
(27)
212
185
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
1,000
586
—
402
17
(4)
40
(95)
—
—
11
(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
F-113
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 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 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 . . . . . . . . . . . . . . .
Cash flows from financing activities:
Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty 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 . . . . . . . $
735
(77)
(311)
347
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-114
Notes to Attributed Financial Information
(unaudited)
(1) On April 15, 2016, Liberty completed a reclassification of its 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, 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”), Live Nation
Entertainment, Inc. (“Live Nation”), Formula 1 or Braves Holdings, LLC (“Braves Holdings”), in which Liberty
holds an interest and that is attributed to a Liberty tracking stock 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.
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, 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, 2021, the Liberty SiriusXM Group is primarily comprised of Liberty’s interests in Sirius XM
Holdings and Live Nation, corporate cash, the Convertible Notes 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 holds intergroup
interests in the Braves Group and the Formula One Group as of December 31, 2021. In April 2021, the Liberty
SiriusXM Group paid approximately $384 million to the Formula One Group to settle its obligation under the call
spread with respect to the shares of Live Nation attributed to the Liberty SiriusXM Group. As of December 31,
2021, the Liberty SiriusXM Group has cash and cash equivalents of approximately $598 million, which includes
$191 million of subsidiary cash.
The Braves Group is primarily comprised of our consolidated subsidiary, 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 and corporate cash as of December 31, 2021. As of
December 31, 2021, the Braves Group has cash and cash equivalents of approximately $142 million, which includes
$58 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,
2021, Liberty’s interests in Formula 1 and Liberty Media Acquisition Corporation, cash, an intergroup interest in
the Braves Group and Liberty’s 1% Cash Convertible Notes due 2023. In April 2021, the Formula One Group
received approximately $384 million from the Liberty SiriusXM Group to settle the call spread with respect to the
shares of Live Nation attributed to the Liberty SiriusXM Group. As of December 31, 2021, the Formula One Group
has cash and cash equivalents of approximately $2,074 million, which includes $709 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 11.0% intergroup interest at December 31, 2021. 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, 2021. 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, 2021. 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
F-116
Notes to Attributed Financial Information (Continued)
(unaudited)
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 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 a transfer of securities, cash and/or other assets from the Braves
Group or Formula One Group, respectively 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.
F-117
Notes to Attributed Financial Information (Continued)
(unaudited)
(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 is determined through an interview process and a review of
personnel duties unless transactions significantly change the composition of companies and investments in either
respective group which would require a timelier reevaluation of estimated time spent. Other general and
administrative expenses are charged directly to the groups whenever possible and are otherwise allocated based on
estimated usage or some other reasonably determined methodology. Stock compensation related to each tracking
stock is calculated based on actual awards outstanding.
While we believe that this allocation method is reasonable and fair to each group, we may elect to change the
allocation methodology or percentages used to allocate general and administrative expenses in the future.
(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) . . . . . . . . . . . . . . . . . . . . . . . $
2021
Years ended December 31,
2020
amounts in millions
2019
(36)
(50)
—
(86)
(73)
85
—
12
(74)
(4)
(62)
—
(66)
(29)
(11)
—
(40)
(106)
18
(21)
—
(3)
(241)
(27)
—
(268)
(271)
F-118
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, 2021, 2020 and 2019 as a result of the following:
Computed expected tax benefit (expense) . . . . . . . . . . . . . $
State and local income taxes, net of federal income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . .
Non-taxable gain / non-deductible (loss) . . . . . . . . . . . . . .
Impairment of nondeductible goodwill . . . . . . . . . . . . . . .
Intergroup Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . $
Years ended December 31,
2021
2020
2019
amounts in millions
129
(200)
(56)
140
(11)
55
(30)
—
24
(12)
(8)
—
23
1
(74)
(49)
(19)
(13)
24
18
—
14
(12)
—
(194)
(17)
13
(106)
(211)
(45)
—
(11)
26
(4)
(45)
47
(19)
—
—
—
(9)
(271)
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:
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31,
2021
2020
amounts in millions
729
69
179
52
202
120
4
1,355
(83)
1,272
406
2,662
3,068
1,796
765
94
160
62
44
154
4
1,283
(53)
1,230
370
2,696
3,066
1,836
F-119
Notes to Attributed Financial Information (Continued)
(unaudited)
Braves Group
Income tax benefit (expense) consists of:
2021
Years ended December 31,
2020
amounts in millions
2019
Current:
Federal . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . $
4
—
—
4
(10)
(2)
—
(12)
(8)
28
—
—
28
—
10
—
10
38
8
—
—
8
—
7
—
7
15
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, 2021, 2020 and 2019 as a result of the following:
Computed expected tax benefit (expense) . . . . . . . . . . . . . $
State and local income taxes, net of federal income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance affecting tax expense . . . .
Change in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . .
Intergroup interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . $
Years ended December 31,
2021
2020
2019
amounts in millions
24
1
(2)
—
—
1
(6)
(2)
(8)
7
—
—
—
9
(2)
38
19
6
3
(3)
2
(9)
(3)
15
F-120
Notes to Attributed Financial Information (Continued)
(unaudited)
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and
deferred income tax liabilities are presented below:
Deferred tax assets:
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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,
2021
amounts in millions
2020
21
2
44
15
82
—
82
18
65
45
11
139
57
19
2
47
20
88
—
88
11
69
46
7
133
45
F-121
Notes to Attributed Financial Information (Continued)
(unaudited)
Liberty Formula One 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,
2021
2020
2019
amounts in millions
6
(1)
(9)
(4)
(47)
1
87
41
37
(11)
—
(2)
(13)
41
—
84
125
112
(27)
(3)
(21)
(51)
102
—
39
141
90
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, 2021, 2020 and 2019 as a result of the following:
Computed expected tax benefit (expense) . . . . . . . . . . . . . . .
State and local income taxes, net of federal income taxes . . .
Foreign income taxes, net of foreign tax credit . . . . . . . . . . .
Taxable dividends, net of dividends received deductions . . .
Change in valuation allowance affecting tax expense . . . . . .
Change in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deductible stock-based compensation . . . . . . . . . . . . . . . . . . .
Non-deductible executive compensation . . . . . . . . . . . . . . . . .
Non-taxable gain / non-deductible (loss) . . . . . . . . . . . . . . . .
Intergroup interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . .
$
$
Years ended December 31,
2021
2020
2019
amounts in millions
148
—
20
1
(87)
30
—
(5)
—
8
(3)
112
33
—
34
—
(105)
146
11
(5)
(68)
(17)
8
37
84
(2)
26
1
(39)
—
22
(3)
—
9
(8)
90
F-122
Notes to Attributed Financial Information (Continued)
(unaudited)
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and
deferred income tax liabilities are presented below:
Deferred tax assets:
Tax loss and credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax (assets) liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31,
2021
2020
amounts in millions
725
13
9
5
752
(341)
411
19
7
60
—
86
(325)
652
11
10
—
673
(240)
433
36
9
88
19
152
(281)
(4)
(5)
The intergroup balances as December 31, 2021 and December 31, 2020 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 are entitled to one vote per share, and holders of Series B common stock of each
group are entitled to ten votes per share. Holders of Series C common stock of each group are 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 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, only Series A and Series B
Liberty Braves common stock, or 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-123
ELECTRONIC DELIVERY
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.
> FASTER > ECONOMICAL > CLEANER > CONVENIENT
SCAN THE QR CODE
To vote using your mobile device, sign up for e-delivery
or download annual meeting materials.
2022 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, June 14, 2022
8:00 a.m. Mountain Time
The 2022 Annual Meeting of Stockholders will be held via the Internet as a virtual meeting.
See our Proxy Statement for additional information.
OUR ENVIRONMENT
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 2021 statistics, voluntary receipt of e-delivery resulted in the following environmental savings:
★ Using approximately 81.6 fewer tons of wood, or 490 fewer trees
★ Using approximately 521 million fewer BTUs, or the equivalent of the amount of energy use by 620 refrigerators
★ Using approximately 367,000 fewer pounds of greenhouse gases, including carbon dioxide, or the equivalent
of 33.4 automobiles running for 1 calendar year
★ Saving approximately 437,000 gallons of water, or the equivalent of approximately 20 swimming pools
★ Saving approximately 24,100 pounds of solid waste
★ Reducing hazardous air pollutants by approximately 32.6 pounds
Environmental impact estimates calculated using the Environmental Paper Network Paper Calculator.
For more information visit www.papercalculator.org.
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