Liberty Media Corporation
Nov 8, 2016

Liberty Media Corporation Reports Third Quarter 2016 Financial Results

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Media Corporation ("Liberty Media" or "Liberty") (NASDAQ: LSXMA, LSXMB, LSXMK, BATRA, BATRK, LMCA, LMCK) today reported third quarter 2016 results. Highlights include (1):

"We were thrilled to announce our planned acquisition of F1, the iconic global motorsports business. We see tremendous opportunities and are excited for Chase Carey to bring his media and business experience to the sport," said Greg Maffei, Liberty President and CEO. "SiriusXM again turned in stellar results, now servicing nearly 31 million customers, and also intends to institute a quarterly dividend. Live Nation also produced outstanding results, with record quarterly growth in operating income and adjusted operating income across each core division. The Atlanta Braves dramatically improved on-field performance in the second half of the season and we look forward to moving to SunTrust Park in 2017."

F1 Acquisition

On September 7, 2016, Liberty entered into two agreements relating to the acquisition of F1, a global motorsports business. The first stock purchase agreement was completed on September 7, 2016 and provided for the acquisition of an 18.7% fully diluted minority stake in Delta Topco Limited, the parent company of F1 (Delta Topco herein referred to as "F1"), for $746 million in cash. Also pursuant to the first purchase agreement, on October 27, 2016, Liberty acquired an additional 0.4% equity interest in F1 for approximately $13 million in cash, increasing its stake to approximately 19.1% on a fully diluted basis. Liberty's interest in F1 is attributed to the Liberty Media Group. Liberty expects to acquire 100% of the fully diluted shares of F1, other than a nominal number of shares held by certain F1 teams, in a closing under the second purchase agreement (and following the unwind of the first purchase agreement) during the first quarter of 2017. At the second closing, Liberty's interest in F1, along with existing F1 cash and debt (which will be non-recourse to Liberty), will be attributed to the Liberty Media Group. Liberty's minority stake in F1 is currently being accounted for as a cost investment until completion of the second closing, at which point Liberty expects to consolidate F1.

The transaction price for the acquisition represents an enterprise value for F1 of $8.0 billion and an equity value of $4.4 billion, calculated at the time of the first closing in September 2016. The aggregate consideration is comprised of $1.1 billion in cash (which includes the cash consideration already paid to the selling shareholders under the first purchase agreement), up to 138 million newly issued shares of Liberty's Series C Liberty Media common stock ("LMCK") and approximately $351 million in exchangeable debt instruments to be issued by Delta Topco Limited and exchangeable into LMCK shares. Funding for the remaining cash component of the acquisition is expected to come from cash on hand at the Liberty Media Group and liquidity from a $500 million margin loan with shares of Live Nation and Viacom common stock pledged as collateral, expected to close this week. The newly issued LMCK shares will be subject to market co-ordination and lock-up agreements.

Liberty has agreed to use its reasonable endeavors between the first and second closing to secure commitments from certain third party investors to purchase a portion of the LMCK shares that are otherwise deliverable to the selling shareholders at a price per share no less than the LMCK transaction reference price of $21.26, subject to certain exceptions. If shares are issued to third party investors, the proceeds of such investment (net of selling expenses) will be used to increase the cash consideration paid to the selling shareholders and the number of LMCK shares issued to selling shareholders will be reduced. Liberty Media will not retain any proceeds from any sale to third party investors. The second closing is not conditioned upon the consummation of any third party investment. The maximum aggregate number of LMCK shares to be issued to the selling shareholders and the third party investors at the second closing is approximately 138 million shares.

The second closing is subject to the satisfaction of certain conditions, including (i) anti-trust approval, (ii) a Liberty Media Corporation shareholder vote approving the issuance of the LMCK shares at the second closing, and (iii) certain third party consents including approval of the FIA, the F1 governing body. It is expected that the Liberty Media Group will be renamed the Formula One Group upon completion of the second closing (subject to stockholder approval of the name change, which Liberty has agreed to use its reasonable endeavors to obtain), and the ticker symbols for the Series A, Series B and Series C Liberty Media Group tracking stocks will be changed from LMC (A/B/K), respectively, to FWON (A/B/K), respectively.

Operating Results

On April 15, 2016, Liberty Media completed the recapitalization (the "Recapitalization") of its common stock into three new tracking stock groups: (i) the Liberty SiriusXM Group, (ii) the Liberty Braves Group and (iii) the Liberty Media Group. For purposes of presentation herein, the assets and liabilities of Liberty Media have been allocated among the three tracking stocks as if the Recapitalization had occurred on January 1, 2015. This is intended to supplement and enhance the information included in our prior period financial statements, but is not intended to provide a comprehensive view of what each tracking stock group's performance would have been had the Recapitalization actually occurred on such date.

LIBERTY SIRIUSXM GROUP - Liberty SiriusXM Group's revenue increased 10% to $1.3 billion in the third quarter, operating income increased 12% to $367 million and adjusted OIBDA(2) increased 7% to $482 million. The increases in revenue, operating income and adjusted OIBDA were primarily attributable to an increase in the daily weighted average number of subscribers and an increase in SiriusXM's average monthly revenue per subscriber due to select price changes and the mix of pricing plans. In the third quarter, $14 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty SiriusXM Group.

SiriusXM is a separate publicly traded company and additional information about SiriusXM can be obtained through its website and filings with the Securities and Exchange Commission. SiriusXM reported its stand-alone third quarter results on October 27, 2016. For presentation purposes in this release, we include below the results of SiriusXM, as reported by SiriusXM, without regard to the purchase accounting adjustments applied by us for purposes of our financial statements. Liberty Media believes the presentation of financial results as reported by SiriusXM is useful to investors as the comparability of those results is best understood in the context of SiriusXM's historical financial presentation. For a reconciliation of revenue, adjusted OIBDA (as defined by Liberty Media) and operating income for SiriusXM's stand-alone operating results as reported by SiriusXM to those results as reported by Liberty Media, see Liberty Media's Form 10-Q for the quarter ended September 30, 2016.

Highlights of SiriusXM's earnings release included the following:

The businesses and assets attributed to Liberty SiriusXM Group consist primarily of Liberty Media's interest in SiriusXM.

LIBERTY BRAVES GROUP - Liberty Braves Group's revenue decreased $10 million to $109 million in the third quarter, operating income decreased $15 million to $1 million and adjusted OIBDA(2) decreased $14 million to $16 million. The decreases in revenue, operating income and adjusted OIBDA were primarily due to a decline in ticket sales and broadcast revenue as a result of having fewer home games in the third quarter of 2016, with 35 home games in 2016 versus 42 home games during the same period in 2015. In the third quarter, less than $1 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty Braves Group.

The Liberty Media Group holds an approximate 15.5% intergroup interest in the Liberty Braves Group as of October 31, 2016, discussed below. Assuming the issuance of the shares underlying the intergroup interest held by the Liberty Media Group, the Liberty Braves Group outstanding share count as of October 31, 2016 would have been 58.5 million.

The businesses and assets attributed to Liberty Braves Group consist primarily of Liberty Media's subsidiary Braves Holdings, LLC ("Braves Holdings"), which indirectly owns the Atlanta Braves major league baseball team, and certain assets and liabilities associated with its ballpark and mixed-use development project.

LIBERTY MEDIA GROUP - In the third quarter, the Liberty Media Group incurred $15 million of corporate level selling, general and administrative expense (including stock-based compensation expense).

The businesses and assets attributed to Liberty Media Group consist of all of Liberty Media's businesses and assets other than those attributed to the Liberty SiriusXM Group and the Liberty Braves Group, including its interests in Live Nation and F1, minority equity investments in Time Warner and Viacom and an intergroup interest in the Liberty Braves Group. There are approximately 9.1 million notional shares underlying the Liberty Media Group's 15.5% intergroup interest in the Liberty Braves Group.

Share Repurchases

Between the reclassification of the original Liberty Capital tracking stock on March 3, 2008 and July 23, 2014, Liberty Media repurchased shares of Series A common stock for aggregate cash consideration of $2.9 billion, representing 51% of shares outstanding(3). For the period covering the creation of the Liberty Media Series C common stock on July 24, 2014 through January 31, 2016 (prior to the creation of the Liberty SiriusXM, Liberty Braves and Liberty Media tracking stocks), Liberty Media repurchased approximately 9.2 million shares of Series A and Series C common stock, collectively, at an average cost per share of $37.96 for total cash consideration of $350 million, representing 2.7% of shares outstanding(4). There were no repurchases of Series A or Series C Liberty Media Corporation common stock from February 1, 2016 through the Recapitalization on April 15, 2016, and there were no repurchases of Series A or Series C Liberty SiriusXM common stock, Series A or Series C Liberty Braves common stock or Series A or Series C Liberty Media common stock from April 15, 2016 through October 31, 2016. The total remaining repurchase authorization for Liberty Media stock is approximately $1.3 billion and can be applied to repurchases of Series A and Series C shares of any of the Liberty Media Corporation tracking stocks.

 

FOOTNOTES

 
1)   Liberty Media's President and CEO, Greg Maffei, will discuss these highlights and other matters in Liberty Media's earnings conference call which will begin at 11:00 a.m. (E.S.T.) on November 8, 2016. For information regarding how to access the call, please see "Important Notice" later in this document.
2) For definitions of adjusted OIBDA (as defined by Liberty Media) and adjusted EBITDA (as defined by SiriusXM) and applicable reconciliations see the accompanying schedules.
3) Based on shares outstanding at the time of the introduction of the original Liberty Capital stock.
4) Based on shares outstanding as of October 31, 2014.
 
 

LIBERTY MEDIA FINANCIAL METRICS - QUARTER

     
Three months ended
September 30,
2015     2016  
amounts in millions

Revenue

Liberty SiriusXM Group
SIRIUS XM $ 1,165   $ 1,276  
Total Liberty SiriusXM Group   1,165     1,276  
Liberty Braves Group
Corporate and other   119     109  
Total Liberty Braves Group   119     109  
Liberty Media Group
Corporate and other        
Total Liberty Media Group        
Consolidated Liberty $ 1,284   $ 1,385  
 
Operating Income (Loss)
Liberty SiriusXM Group
SIRIUS XM $ 328 $ 381
Corporate and other       (14 )
Total Liberty SiriusXM Group   328     367  
Liberty Braves Group
Corporate and other   16     1  
Total Liberty Braves Group   16     1  
Liberty Media Group
Corporate and other   (23 )   (16 )
Total Liberty Media Group   (23 )   (16 )
Consolidated Liberty $ 321   $ 352  
 
Adjusted OIBDA
Liberty SiriusXM Group
SIRIUS XM $ 451 $ 490
Corporate and other       (8 )
Total Liberty SiriusXM Group   451     482  
Liberty Braves Group
Corporate and other   30     16  
Total Liberty Braves Group   30     16  
Liberty Media Group
Corporate and other   (8 )   (13 )
Total Liberty Media Group   (8 )   (13 )
Consolidated Liberty $ 473   $ 485  
 

NOTES

Unless otherwise noted, the foregoing discussion compares financial information for the three months ended September 30, 2016 to the same period in 2015.

The following financial information with respect to Liberty Media's equity affiliates and available for sale securities is intended to supplement Liberty Media's condensed consolidated balance sheet and statement of operations to be included in its Form 10-Q for the period ended September 30, 2016.

 

Fair Value of Corporate Public Holdings

     
(amounts in millions) 6/30/2016 9/30/2016
Liberty SiriusXM Group $ N/A $ N/A
Liberty Braves Group N/A N/A
Liberty Media Group
Live Nation Debt and Equity(1) $ 1,661 1,938
Other Public Holdings(2)   406   420
$ 2,067 $ 2,358
Total Liberty Media $ 2,067 $ 2,358
 
 
(1)   Represents the fair value of debt and equity investments attributed to Liberty Media Group. In accordance with GAAP, Liberty Media accounts for its investment in the equity of Live Nation using the equity method of accounting and includes it in its consolidated balance sheet at its historical carrying value of $746 million and $776 million as of June 30, 2016 and September 30, 2016, respectively.
(2) Represents the carrying value of other public holdings which are accounted for at fair value.
 
 

Cash and Debt

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

 
(amounts in millions)     6/30/2016     9/30/2016  
Cash and Cash Equivalents Attributable to:
Liberty SiriusXM Group(1) $ 526 $ 611
Liberty Braves Group(2) 149 109
Liberty Media Group 554   220  
Total Liberty Consolidated Cash and Cash Equivalents (GAAP) $ 1,229   $ 940  
 
 
Debt:
SiriusXM senior notes(3) $ 6,150 $ 6,150
Margin loans 250 250
Other subsidiary debt(4)   16     14  
Total Attributed Liberty SiriusXM Group Debt $ 6,416   $ 6,414  
Unamortized discount, fair market value adjustment and deferred loan costs   (53 )   (52 )
Total Attributed Liberty SiriusXM Group Debt (GAAP) $ 6,363   $ 6,362  
 
Liberty 1.375% cash convertible notes due 2023(5) 1,000 1,000
2.25% Exchangeable Senior Debentures due 2046(5) 445
Other corporate level debt   37     36  
Total Attributed Liberty Media Group Debt $ 1,037   $ 1,481  
Fair market value adjustment   (6 )   65  
Total Attributed Liberty Media Group Debt (GAAP) $ 1,031   $ 1,546  
 
Atlanta Braves debt(6)   145     220  
Total Attributed Liberty Braves Group Debt $ 145   $ 220  
Deferred loan costs   (8 )   (9 )
Total Attributed Liberty Braves Group Debt (GAAP) $ 137   $ 211  
       
Total Liberty Media Corporation Debt (GAAP) $ 7,531   $ 8,119  
 
 
(1)   Includes $476 million and $572 million of cash and liquid investments held at SiriusXM as of June 30, 2016 and September 30, 2016, respectively.
(2) Includes $46 million and $36 million of cash and liquid investments held at Braves Holdings as of June 30, 2016 and September 30, 2016, respectively.
(3) Outstanding principal amount of Senior Notes with no reduction for the net unamortized discount.
(4) Includes SiriusXM capital leases.
(5) Face amount of the cash convertible notes and exchangeable senior debentures with no fair market value adjustment.
(6) Includes Atlanta National League Baseball Club, LLC borrowings, Braves Stadium Company, LLC debt to fund the construction of the new ballpark and drawdowns under various credit facilities to fund development costs for the mixed-use development.
 

Total cash and liquid investments attributed to Liberty SiriusXM Group increased $85 million during the quarter primarily as a result of cash from operations, partially offset by stock repurchases and capital expenditures at SiriusXM. Included in the cash and liquid investments balance attributed to Liberty SiriusXM Group at September 30, 2016 is $572 million at SiriusXM. Although SiriusXM is a consolidated subsidiary, it is a separate public company with a significant non-controlling interest, therefore Liberty Media does not have ready access to SiriusXM's cash balance.

Total debt attributed to Liberty SiriusXM Group was flat versus the prior quarter. During October 2016, Liberty refinanced its SiriusXM margin loan for a similar financial instrument with a term loan of $250 million and a $500 million undrawn line of credit, which is scheduled to mature during October 2018. 145.4 million shares of SiriusXM common stock are pledged as collateral and the previously pledged Live Nation shares were removed as collateral pursuant to this agreement. Also during October 2016, SiriusXM redeemed $650 million principal amount of its 5.875% Senior Notes due 2020 for an approximate purchase price of $669 million, including premium. This redemption was funded with $359 million of SiriusXM's cash and cash equivalents and $310 million of borrowings under SiriusXM's Credit Facility

Total cash and liquid investments attributed to Liberty Braves Group decreased $40 million during the quarter primarily as a result of capital expenditures related to the construction of the new ballpark and adjacent mixed-use development, partially offset by additional borrowings.

As of September 30, 2016, approximately $496 million had been spent on the new ballpark, of which approximately $373 million of funding was provided by Cobb County and related entities and $123 million provided by the Braves. As of September 30, 2016, approximately $238 million had been spent on the mixed-use development (including $7 million of cost towards future development phases, including purchased land cost, not reflected in currently forecasted equity contribution towards mixed-use development), of which approximately $27 million was provided by JV partners' equity.

Total debt attributed to Liberty Braves Group increased by $75 million primarily as a result of additional borrowings, net of repayments, for funding the ballpark and mixed-use development.

Total cash and liquid investments attributed to Liberty Media Group decreased $334 million during the quarter, primarily as a result of the minority investment in F1 for $746 million in cash, which is equal to $821 million in consideration less a $75 million discount to be repaid by Liberty to selling stockholders upon completion of the second closing (as previously described). The investment was funded by cash on hand and additional borrowings of debt, including proceeds from the completed private offering of 2.25% Exchangeable Senior Debentures exchangeable into Time Warner Inc. common stock.

Total debt attributed to Liberty Media Group increased $444 million as a result of proceeds raised from the private offering of 2.25% Exchangeable Senior Debentures to fund the previously discussed minority investment in F1.

Important Notice: Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, LMCA, LMCK, BATRA, BATRK) President and CEO, Greg Maffei, will discuss Liberty Media's earnings release in a conference call which will begin at 11:00 a.m. (E.S.T.) on November 8, 2016. The call can be accessed by dialing (844) 838-8043 or (678) 509-7480 at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast go to http://www.libertymedia.com/events. Links to this press release will also be available on the Liberty Media website.

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial prospects, the proposed acquisition of Formula 1, including its expected benefits and the anticipated timing for the second closing, other potential third party investments in LMCK shares in connection with the proposed acquisition of Formula 1, the renaming of the Liberty Media Group and the corresponding change in ticker symbols, the future financial performance of SiriusXM, future dividend issuances by SiriusXM, the continuation of our stock repurchase plan, the repurchase activity of SiriusXM, the construction of the new stadium for the Atlanta Braves and the associated mixed use development, our entry into a new margin loan arrangement and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, satisfaction of conditions to the proposed acquisition of Formula 1, possible changes in market acceptance of new products or services, regulatory matters affecting our businesses, the competitive position of SiriusXM versus other radio and audio entertainment providers, the ability of SiriusXM to attract and retain subscribers, the dependence of SiriusXM upon the auto industry, general economic conditions, the failure of SiriusXM's satellites, the interruption or failure of SiriusXM's information and communication systems, the security of personal customer information, royalties SiriusXM pays for music rights (which increase over time), the unfavorable outcome of pending or future litigation, the failure to realize benefits of acquisitions, rapid technological and industry change, failure of third parties to perform, changes in consumer protection laws and their enforcement, continued access to capital on terms acceptable to Liberty Media and changes in law and market conditions conducive to stock repurchases. These forward-looking statements speak only as of the date of this presentation, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Media's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Media, including the most recent Forms 10-K and 10-Q, for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media's business which may affect the statements made in this presentation.

Additional Information

Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of Liberty Media's Series C Liberty Media common stock or any other series of its common stock. Liberty Media stockholders and other investors are urged to read the proxy statement (a preliminary filing of which has been made with the SEC) because it will contain important information relating to the proposed acquisition of Formula 1. Copies of Liberty Media's SEC filings are available free of charge at the SEC's website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Investor Relations, (720) 875-5420.

Participants in the Solicitation

The directors and executive officers of Liberty Media and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed acquisition of Formula 1. Information regarding the directors and executive officers of Liberty Media is available in its definitive proxy statement, which was filed with the SEC on July 8, 2016, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the foregoing (a preliminary filing of which has been made with the SEC). Free copies of these documents may be obtained as described in the preceding paragraph.

 

LIBERTY MEDIA CORPORATION

BALANCE SHEET INFORMATION

September 30, 2016 (unaudited)

 
      Attributed    
Liberty   Liberty   Liberty
SiriusXM Braves Media Intergroup Consolidated
Group Group Group Eliminations Liberty
amounts in millions
Assets
Current assets:
Cash and cash equivalents $ 611 109 220 940
Trade and other receivables, net 233 39 2 274
Other current assets   236   16   6     258  
Total current assets   1,080   164   228     1,472  
Intergroup interest in the Liberty Braves Group 158 (158 )
Investments in available-for-sale securities and other cost investments 8 1,241 1,249
Investments in affiliates, accounted for using the equity method 165 56 935 1,156
 
Property and equipment, at cost 2,038 783 159 2,980
Accumulated depreciation   (703 ) (46 ) (68 )   (817 )
  1,335   737   91     2,163  
 
Intangible assets not subject to amortization
Goodwill 14,165 180 14,345
FCC licenses 8,600 8,600
Other   930   143       1,073  
  23,695   323       24,018  
Intangible assets subject to amortization, net 1,001 69 1,070
Other assets, at cost, net of accumulated amortization   156   12   294   (27 ) 435  
Total assets $ 27,432   1,369   2,947   (185 ) 31,563  
 
Liabilities and Equity
Current liabilities:
Intergroup payable (receivable) $ (6 ) (1 ) 7
Accounts payable and accrued liabilities 732 66 26 824
Current portion of debt 609 609
Deferred revenue 1,811 27 1,838
Other current liabilities   3     12     15  
Total current liabilities   3,149   92   45     3,286  
Long-term debt 5,753 211 1,546 7,510
Deferred income tax liabilities 1,952 37 47 (27 ) 2,009
Redeemable intergroup interest 158 (158 )
Other liabilities   279   431   55     765  
Total liabilities   11,133   929   1,693   (185 ) 13,570  
Equity / Attributed net assets 10,026 425 1,254 11,705
Noncontrolling interests in equity of subsidiaries   6,273   15       6,288  
Total liabilities and equity $ 27,432   1,369   2,947   (185 ) 31,563  
 
 

LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS

Three months ended September 30, 2016 (unaudited)

 

    Attributed  
Liberty   Liberty   Liberty
SiriusXM Braves Media Consolidated
Group Group Group Liberty
amounts in millions
Revenue:
Subscriber revenue $ 1,069 1,069
Other revenue   207   109     316  
Total revenue 1,276 109 1,385
Operating costs and expenses, including stock-based compensation:
Cost of subscriber services (exclusive of depreciation shown separately below):
Revenue share and royalties 273 273
Programming and content 90 90
Customer service and billing 95 95
Other 31 31
Subscriber acquisition costs 121 121
Other operating expenses 18 78 96
Selling, general and administrative 202 18 15 235
Depreciation and amortization   79   12   1   92  
  909   108   16   1,033  
Operating income (loss) 367 1 (16 ) 352
Other income (expense):
Interest expense (93 ) (5 ) (98 )
Share of earnings (losses) of affiliates, net 2 2 33 37
Realized and unrealized gains (losses) on financial instruments, net 7 7
Unrealized gains (losses) on intergroup interest (25 ) 25
Other, net   1   1   3   5  
  (90 ) (22 ) 63   (49 )
Earnings (loss) from continuing operations before income taxes 277 (21 ) 47 303
Income tax (expense) benefit   (127 ) (1 ) (6 ) (134 )
Net earnings (loss) 150 (22 ) 41 169
Less net earnings (loss) attributable to the noncontrolling interests   54       54  
Net earnings (loss) attributable to Liberty stockholders $ 96   (22 ) 41   115  
 
 
Programming and content 6 6
Customer service and billing 1 1
Other 1 1
Other operating expenses 3 3
Selling, general and administrative   25   3   2   30  
Stock compensation expense $ 36   3   2   41  
 
 

LIBERTY MEDIA CORPORATION

STATEMENT OF OPERATIONS

Three months ended September 30, 2015 (unaudited)

 
    Attributed  
Liberty   Liberty   Liberty
SiriusXM Braves Media Consolidated
Group Group Group Liberty
amounts in millions
Revenue:
Subscriber revenue $ 969 969
Other revenue   196   119     315  
Total revenue 1,165 119 1,284
Operating costs and expenses, including stock-based compensation:
Cost of subscriber services (exclusive of depreciation shown separately below):
Revenue share and royalties 239 239
Programming and content 68 68
Customer service and billing 94 94
Other 33 33
Subscriber acquisition costs 133 133
Other operating expenses 18 75 93
Selling, general and administrative 170 17 20 207
Depreciation and amortization   82   11   3   96  
  837   103   23   963  
Operating income (loss) 328 16 (23 ) 321
Other income (expense):
Interest expense (80 ) (1 ) (3 ) (84 )
Share of earnings (losses) of affiliates, net 1 2 26 29
Realized and unrealized gains (losses) on financial instruments, net (200 ) (200 )
Other, net       4   4  
  (79 ) 1   (173 ) (251 )
Earnings (loss) from continuing operations before income taxes 249 17 (196 ) 70
Income tax (expense) benefit   (97 ) (7 ) 75   (29 )
Net earnings (loss) 152 10 (121 ) 41
Less net earnings (loss) attributable to the noncontrolling interests   63       63  
Net earnings (loss) attributable to Liberty stockholders $ 89   10   (121 ) (22 )
 
 
Programming and content 5 5
Customer service and billing 1 1
Other 2 2
Other operating expenses 5 5
Selling, general and administrative   28   3   12   43  
Stock compensation expense $ 41   3   12   56  
 
 

LIBERTY MEDIA CORPORATION

STATEMENT OF CASH FLOWS INFORMATION

Nine months ended September 30, 2016 (unaudited)

 
    Attributed  
Liberty   Liberty   Liberty
SiriusXM Braves Media Consolidated
Group Group Group Liberty
amounts in millions
Cash flows from operating activities:
Net earnings (loss) $ 471 (22 ) 289 738
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 235 30 7 272
Stock-based compensation 90 7 12 109
Share of (earnings) loss of affiliates, net (11 ) (6 ) (26 ) (43 )
Unrealized (gains) losses on intergroup interest, net (2 ) 2
Realized and unrealized (gains) losses on financial instruments, net 33 33
Deferred income tax expense (benefit) 319 (10 ) 98 407
Intergroup tax allocation (9 ) (4 ) 13
Intergroup tax (payments) receipts 2 7 (9 )
Other charges (credits), net 27 3 5 35
Changes in operating assets and liabilities
Current and other assets 6 (39 ) 4 (29 )
Payables and other liabilities   67   55   7   129  
Net cash provided (used) by operating activities   1,197   19   435   1,651  
Cash flows from investing activities:
Investments in and loans to cost and equity investees (13 ) (749 ) (762 )
Cash proceeds from sale of investments 61 61
Proceeds (payments) on financial instruments, net (1 ) (1 )
Capital expended for property and equipment (132 ) (185 ) (1 ) (318 )
Purchases of short term investments and other marketable securities (258 ) (258 )
Sales of short term investments and other marketable securities 273 273
Other investing activities, net   (4 ) (27 ) 26   (5 )
Net cash provided (used) by investing activities   (136 ) (225 ) (649 ) (1,010 )
Cash flows from financing activities:
Borrowings of debt 1,387 194 438 2,019
Repayments of debt (749 ) (126 ) (1 ) (876 )
Intergroup (payments) receipts 8 (34 ) 26
Shares repurchased by subsidiary (1,225 ) (1,225 )
Proceeds from Liberty Braves common stock rights offering 203 203
Taxes paid in lieu of shares issued for stock-based compensation (34 ) (9 ) (43 )
Other financing activities, net   51   65   (96 ) 20  
Net cash provided (used) by financing activities   (562 ) 302   358   98  
Net increase (decrease) in cash and cash equivalents 499 96 144 739
Cash and cash equivalents at beginning of period 112   13   76   201  
Cash and cash equivalents at end of period $ 611   109   220   940  
 
 

LIBERTY MEDIA CORPORATION

STATEMENT OF CASH FLOWS INFORMATION

Nine months ended September 30, 2015 (unaudited)

 
    Attributed  
Liberty   Liberty   Liberty
SiriusXM Braves Media Consolidated
Group Group Group Liberty
amounts in millions
Cash flows from operating activities:
Net earnings (loss) $ 328 (9 ) (160 ) 159
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 240 25 7 272
Stock-based compensation 115 5 27 147
Share of (earnings) loss of affiliates, net 3 (6 ) 11 8
Realized and unrealized (gains) losses on financial instruments, net 188 188
Deferred income tax expense (benefit) 225 (5 ) (122 ) 98
Intergroup tax allocation (3 ) 2 1
Intergroup tax (payments) receipts 1 (1 )
Other charges (credits), net 16 3 1 20
Changes in operating assets and liabilities
Current and other assets (154 ) 12 1 (141 )
Payables and other liabilities   113   (8 ) 37   142  
Net cash provided (used) by operating activities   883   20   (10 ) 893  
Cash flows from investing activities:
Cash proceeds from dispositions of investments 24 151 175
Proceeds (payments) from settlement of financial instruments, net (88 ) (88 )
Capital expended for property and equipment (91 ) (84 ) (1 ) (176 )
Purchases of short term investments and other marketable securities (51 ) (51 )
Sales of short term investments and other marketable securities 231 231
Other investing activities, net     (10 ) (30 ) (40 )
Net cash provided (used) by investing activities   (91 ) (70 ) 212   51  
Cash flows from financing activities:
Borrowings of debt 1,579 200 1,779
Repayments of debt (688 ) (130 ) (818 )
Intergroup (payments) receipts 9 (9 )
Repurchases of Liberty common stock (303 ) (303 )
Shares repurchased by subsidiary (1,648 ) (1,648 )
Taxes paid in lieu of shares issued for stock-based compensation (39 ) (12 ) (51 )
Other financing activities, net       4   4  
Net cash provided (used) by financing activities   (787 ) 70   (320 ) (1,037 )
Net increase (decrease) in cash and cash equivalents 5 20 (118 ) (93 )
Cash and cash equivalents at beginning of period   148   11   522   681  
Cash and cash equivalents at end of period $ 153   31   404   588  
 

NON-GAAP FINANCIAL MEASURES

SCHEDULE 1

This press release includes a presentation of adjusted OIBDA, which is a non-GAAP financial measure, for the Liberty SiriusXM Group, the Liberty Braves Group and the Liberty Media Group, together with reconciliations to operating income, as determined under GAAP. Liberty Media defines adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses, excluding all stock based compensation, and excludes from that definition depreciation and amortization, restructuring and impairment charges and separately reported legal settlements that are included in the measurement of operating income pursuant to GAAP.

Liberty Media believes adjusted OIBDA is an important indicator of the operational strength and performance of its businesses, including each business' ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Because adjusted OIBDA is used as a measure of operating performance, Liberty Media views operating income as the most directly comparable GAAP measure. Adjusted OIBDA is not meant to replace or supersede operating income or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with the same information that Liberty Media's management considers in assessing the results of operations and performance of its assets.

The following table provides a reconciliation of adjusted OIBDA for Liberty Media to operating income calculated in accordance with GAAP for the three months ended September 30, 2015 and September 30, 2016, respectively.

 

QUARTERLY SUMMARY

 
(amounts in millions)     3Q15   3Q16
Liberty SiriusXM Group
Revenue $ 1,165 $ 1,276
 
Adjusted OIBDA 451 482
Depreciation and amortization (82 ) (79 )
Stock compensation expense   (41 )   (36 )
Operating Income $ 328   $ 367  
 
Liberty Braves Group
Revenue $ 119 $ 109
 
Adjusted OIBDA 30 16
Depreciation and amortization (11 ) (12 )
Stock compensation expense   (3 )   (3 )
Operating Income $ 16   $ 1  
 
Liberty Media Group
Revenue $ $
 
Adjusted OIBDA (8 ) (13 )
Depreciation and amortization (3 ) (1 )
Stock compensation expense   (12 )   (2 )
Operating Income $ (23 ) $ (16 )
 
Liberty Media Corporation (Consolidated)
Revenue $ 1,284 $ 1,385
 
Adjusted OIBDA 473 485
Depreciation and amortization (96 ) (92 )
Stock compensation expense   (56 )   (41 )
Operating Income $ 321   $ 352  
 

SCHEDULE 2

This press release also includes a presentation of adjusted EBITDA, which is a non-GAAP financial measure used by SiriusXM, together with a reconciliation to SiriusXM's stand-alone net income, as determined under GAAP. SiriusXM defines adjusted EBITDA as follows: EBITDA is defined as net income before interest expense, income tax expense and depreciation and amortization. SiriusXM adjusts EBITDA to exclude the impact of other income as well as certain other charges discussed below. Adjusted EBITDA is one of the primary Non-GAAP financial measures SiriusXM uses to (i) evaluate the performance of their on-going core operating results period over period, (ii) base their internal budgets and (iii) compensate management. Adjusted EBITDA is a Non-GAAP financial measure that excludes (if applicable): (i) certain adjustments as a result of the purchase price accounting for the merger of Sirius and XM, (ii) share-based payment expense and (iii) other significant operating expense (income) that do not relate to the on-going performance of their business. SiriusXM believes adjusted EBITDA is a useful measure of the underlying trend of their operating performance, which provides useful information about the business apart from the costs associated with their capital structure and purchase price accounting. SiriusXM believes investors find this Non-GAAP financial measure useful when analyzing their results and comparing their operating performance to the performance of other communications, entertainment and media companies. SiriusXM believes investors use adjusted EBITDA to estimate current enterprise value and to make investment decisions. Because of large capital investments in SiriusXM's satellite radio system, their results of operations reflect significant charges for depreciation expense. SiriusXM believes the exclusion of share-based payment expense is useful as it is not directly related to the operational conditions of its business. SiriusXM also believes the exclusion of settlements related to the historical use of pre-1972 sound recordings and loss on disposal of assets is useful as it does not represent an expense incurred as part of normal operations for the period.

Adjusted EBITDA has certain limitations in that it does not take into account the impact to SiriusXM's statements of comprehensive income of certain expenses, including share-based payment expense and certain purchase price accounting for the merger of Sirius and XM. SiriusXM endeavors to compensate for the limitations of the Non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the Non-GAAP measure. Investors that wish to compare and evaluate SiriusXM's operating results after giving effect for these costs, should refer to net income as disclosed in their unaudited consolidated statements of comprehensive income. Since adjusted EBITDA is a Non-GAAP financial performance measure, SiriusXM's calculation of adjusted EBITDA may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. The reconciliation of net income to the adjusted EBITDA is calculated as follows:

 
  Unaudited
For the Three Months Ended
September 30,
2016     2015  
($ in thousands)
Net income: $ 193,901 $ 166,550
Add back items excluded from Adjusted EBITDA:
Purchase price accounting adjustments:
Revenues 1,813 1,813
Share-based payment expense 30,020 23,393
Depreciation and amortization 67,880 70,404
Interest expense 89,092 76,624
Other income (2,370 ) (4,133 )
Income tax expense   111,556     112,543  
Adjusted EBITDA $ 491,892   $ 447,194  
 

Liberty Media Corporation
Courtnee Chun, 720-875-5420

Source: Liberty Media Corporation

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