Liberty Media Corporation
Liberty Media Corp (Form: 10-Q, Received: 11/08/2016 14:26:37)

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2016

OR

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                to                

Commission File Number 001-35707

LIBERTY MEDIA CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

 

State of Delaware

 

37-1699499

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

12300 Liberty Boulevard
Englewood, Colorado

 

80112

(Address of principal executive offices)

 

(Zip Code)

 

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒    No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

 

Large accelerated filer ☒

 

Accelerated filer ☐

 

Non-accelerated filer ☐
(do not check if smaller
reporting company)

 

Smaller reporting company ☐

 

Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐    No ☒

The number of outstanding shares of Liberty Media Corporation's common stock as of October 31, 2016 was:

 

 

 

 

 

 

 

 

 

 

 

Series A

 

Series B

 

Series C

 

Liberty SiriusXM common stock

 

102,343,920

 

9,870,856

 

222,794,159

 

Liberty Braves common stock

 

10,231,328

 

986,828

 

38,215,519

 

Liberty Media common stock

 

25,584,175

 

2,466,778

 

55,706,745

 

 

 

 

 

 


 

Table of Contents

 

Table of Contents

 

 

 

 

LIBERTY MEDIA CORPORATION Condensed Consolidated Balance Sheets (unaudited)  

I-3

LIBERTY MEDIA CORPORATION Condensed Consolidated Statements Of Operations (unaudited)  

I-5

LIBERTY MEDIA CORPORATION Condensed Consolidated Statements Of Comprehensive Earnings (Loss) (unaudited)  

I-7

LIBERTY MEDIA CORPORATION Condensed Consolidated Statements Of Cash Flows (unaudited)  

I-8

LIBERTY MEDIA CORPORATION Condensed Consolidated Statement of Equity (unaudited)  

I-9

LIBERTY MEDIA CORPORATION Notes to Condensed Consolidated Financial Statements  

I-10

 

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

I-42

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

I-58

 

Item 4. Controls and Procedures

I-58

 

 

 

Part II - Other Information  

II-1

 

Item 1. Legal Proceedings

II-1

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

II-3

 

Item 6. Exhibits

II-3

 

 

 

SIGNATURES  

II-5

EXHIBIT INDEX  

II-6

 

 

I-2


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)

 

 

 

 

 

 

 

 

September 30, 2016

    

December 31, 2015

 

 

amounts in millions

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

940

 

201

 

Trade and other receivables, net

 

274

 

247

 

Other current assets

 

258

 

243

 

Total current assets

 

1,472

 

691

 

Investments in available-for-sale securities and other cost investments (note 6)

 

1,249

 

533

 

Investments in affiliates, accounted for using the equity method (note 7)

 

1,156

 

1,115

 

 

 

 

 

 

 

Property and equipment, at cost

 

2,980

 

2,587

 

Accumulated depreciation

 

(817)

 

(708)

 

 

 

2,163

 

1,879

 

Intangible assets not subject to amortization (note 8):

 

 

 

 

 

Goodwill

 

14,345

 

14,345

 

FCC licenses

 

8,600

 

8,600

 

Other

 

1,073

 

1,073

 

 

 

24,018

 

24,018

 

Intangible assets subject to amortization, net (note 8)

 

1,070

 

1,097

 

Other assets

 

435

 

465

 

Total assets

$

31,563

 

29,798

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

$

824

 

758

 

Current portion of debt

 

609

 

255

 

Deferred revenue

 

1,838

 

1,797

 

Other current liabilities

 

15

 

3

 

Total current liabilities

 

3,286

 

2,813

 

Long-term debt, including $1.5 billion and $995 million measured at fair value at September 30, 2016 and December 31, 2015, respectively (note 9)

 

7,510

 

6,626

 

Deferred income tax liabilities

 

2,009

 

1,667

 

Other liabilities

 

765

 

561

 

Total liabilities

 

13,570

 

11,667

 

 

(continued)

 

See accompanying notes to condensed consolidated financial statements.

 

 

I-3


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)

 

 

 

 

 

 

 

 

    

September 30, 2016

    

December 31, 2015

 

 

 

amounts in millions,

 

 

 

except share amounts

 

Stockholders' equity:

 

 

 

 

 

 

Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued

 

 

 —

 

 —

 

Series A Liberty Media Corporation common stock, $.01 par value. Authorized 2,000,000,000 shares at December 31, 2015; issued and outstanding 102,193,688 shares at December 31, 2015 (note 2)

 

 

NA

 

1

 

Series A Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares at September 30, 2016; issued and outstanding 102,340,884 shares at September 30, 2016 (note 2)

 

 

1

 

NA

 

Series A Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares at September 30, 2016; issued and outstanding 10,231,380 shares at September 30, 2016 (note 2)

 

 

 —

 

NA

 

Series A Liberty Media common stock, $.01 par value. Authorized 500,000,000 shares at September 30, 2016; issued and outstanding 25,584,240 shares at September 30, 2016 (note 2)

 

 

 —

 

NA

 

Series B Liberty Media Corporation common stock, $.01 par value. Authorized 75,000,000 shares at December 31, 2015; issued and outstanding 9,870,966 shares at December 31, 2015 (note 2)

 

 

NA

 

 —

 

Series B Liberty SiriusXM common stock, $.01 par value. Authorized 75,000,000 shares at September 30, 2016; issued and outstanding 9,870,956 shares at September 30, 2016 (note 2)

 

 

 —

 

NA

 

Series B Liberty Braves common stock, $.01 par value. Authorized 7,500,000 shares at September 30, 2016; issued and outstanding 986,828 shares at September 30, 2016 (note 2)

 

 

 —

 

NA

 

Series B Liberty Media common stock, $.01 par value. Authorized 18,750,000 shares at September 30, 2016; issued and outstanding 2,466,821 shares at September 30, 2016 (note 2)

 

 

 —

 

NA

 

Series C Liberty Media Corporation common stock, $.01 par value. Authorized 2,000,000,000 shares at December 31, 2015; issued and outstanding 222,482,377 shares December 31, 2015 (note 2)

 

 

NA

 

2

 

Series C Liberty SiriusXM common stock, $.01 par value. Authorized 2,000,000,000 shares at September 30, 2016; issued and outstanding 222,786,593 shares at September 30, 2016 (note 2)

 

 

2

 

NA

 

Series C Liberty Braves common stock, $.01 par value. Authorized 200,000,000 shares at September 30, 2016; issued and outstanding 38,215,622 shares at September 30, 2016 (note 2)

 

 

 —

 

NA

 

Series C Liberty Media common stock, $.01 par value. Authorized 500,000,000 shares at September 30, 2016; issued and outstanding 55,706,957 shares at September 30, 2016 (note 2)

 

 

1

 

NA

 

Additional paid-in capital

 

 

147

 

 —

 

Accumulated other comprehensive earnings (loss), net of taxes

 

 

(54)

 

(51)

 

Retained earnings

 

 

11,608

 

10,981

 

Total stockholders' equity

 

 

11,705

 

10,933

 

Noncontrolling interests in equity of subsidiaries

 

 

6,288

 

7,198

 

Total equity

 

 

17,993

 

18,131

 

Commitments and contingencies (note 10)

 

 

 

 

 

 

Total liabilities and equity

 

$

31,563

 

29,798

 

 

 

See accompanying notes to condensed consolidated financial statements.

I-4


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Operations

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

    

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

    

2016

    

2015

    

2016

    

2015

 

 

 

amounts in millions,

 

 

 

except per share amounts

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Subscriber revenue

 

$

1,069

 

969

 

3,110

 

2,812

 

Other revenue

 

 

316

 

315

 

845

 

775

 

Total revenue

 

 

1,385

 

1,284

 

3,955

 

3,587

 

Operating costs and expenses, including stock based compensation (note 3):

 

 

 

 

 

 

 

 

 

 

Cost of subscriber services (exclusive of depreciation shown separately below):

 

 

 

 

 

 

 

 

 

 

Revenue share and royalties

 

 

273

 

239

 

789

 

783

 

Programming and content

 

 

90

 

68

 

258

 

191

 

Customer service and billing

 

 

95

 

94

 

286

 

280

 

Other

 

 

31

 

33

 

109

 

98

 

Subscriber acquisition costs

 

 

121

 

133

 

382

 

392

 

Other operating expense

 

 

96

 

93

 

265

 

226

 

Selling, general and administrative

 

 

235

 

207

 

644

 

608

 

Legal settlement, net (note 10)

 

 

 —

 

 —

 

(511)

 

 —

 

Depreciation and amortization

 

 

92

 

96

 

272

 

272

 

 

 

 

1,033

 

963

 

2,494

 

2,850

 

Operating income (loss)

 

 

352

 

321

 

1,461

 

737

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(98)

 

(84)

 

(272)

 

(244)

 

Share of earnings (losses) of affiliates, net (note 7)

 

 

37

 

29

 

43

 

(8)

 

Realized and unrealized gains (losses) on financial instruments, net (note 5)

 

 

7

 

(200)

 

(33)

 

(188)

 

Other, net

 

 

5

 

4

 

17

 

12

 

 

 

 

(49)

 

(251)

 

(245)

 

(428)

 

Earnings (loss) before income taxes

 

 

303

 

70

 

1,216

 

309

 

Income tax (expense) benefit

 

 

(134)

 

(29)

 

(478)

 

(150)

 

Net earnings (loss)

 

 

169

 

41

 

738

 

159

 

Less net earnings (loss) attributable to the noncontrolling interests

 

 

54

 

63

 

177

 

139

 

Net earnings (loss) attributable to Liberty stockholders

 

$

115

 

(22)

 

561

 

20

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to Liberty stockholders:

 

 

 

 

 

 

 

 

 

 

Liberty Media Corporation common stock

 

$

 —

 

(22)

 

377

 

20

 

Liberty SiriusXM common stock

 

 

96

 

 —

 

178

 

 —

 

Liberty Braves common stock

 

 

(22)

 

 —

 

10

 

 —

 

Liberty Media common stock

 

 

41

 

 —

 

(4)

 

 —

 

 

 

$

115

 

(22)

 

561

 

20

 

(Continued)

 

See accompanying notes to condensed consolidated financial statements.

I-5


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Operations (Continued)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

    

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2016

    

2015

    

2016

    

2015

 

Basic net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4)

 

 

 

 

 

 

 

 

 

 

Series A, B and C Liberty Media Corporation common stock

 

$

NA

 

(0.07)

 

1.13

 

0.06

 

Series A, B and C Liberty SiriusXM common stock

 

 

0.29

 

NA

 

0.53

 

NA

 

Series A, B and C Liberty Braves common stock

 

 

(0.45)

 

NA

 

0.23

 

NA

 

Series A, B and C Liberty Media common stock

 

 

0.49

 

NA

 

(0.05)

 

NA

 

Diluted net earnings (loss) attributable to Liberty stockholders per common share (notes 2 and 4)

 

 

 

 

 

 

 

 

 

 

Series A, B and C Liberty Media Corporation common stock

 

$

NA

 

(0.07)

 

1.12

 

0.06

 

Series A, B and C Liberty SiriusXM common stock

 

 

0.28

 

NA

 

0.53

 

NA

 

Series A, B and C Liberty Braves common stock

 

 

(0.45)

 

NA

 

0.15

 

NA

 

Series A, B and C Liberty Media common stock

 

 

0.48

 

NA

 

(0.05)

 

NA

 

 

See accompanying notes to condensed consolidated financial statements.

I-6


 

Table of Contents

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Comprehensive Earnings (Loss)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

    

2016

    

2015

    

2016

    

2015

 

 

 

amounts in millions

 

Net earnings (loss)

 

$

169

 

41

 

738

 

159

 

Other comprehensive earnings (loss), net of taxes:

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(2)

 

(9)

 

5

 

(40)

 

Unrealized holding gains (losses) arising during the period

 

 

 —

 

 —

 

1

 

 —

 

Share of other comprehensive earnings (loss) of equity affiliates

 

 

(2)

 

(1)

 

(7)

 

(3)

 

Other comprehensive earnings (loss)

 

 

(4)

 

(10)

 

(1)

 

(43)

 

Comprehensive earnings (loss)

 

 

165

 

31

 

737

 

116

 

Less comprehensive earnings (loss) attributable to the noncontrolling interests

 

 

54

 

59

 

179

 

121

 

Comprehensive earnings (loss) attributable to Liberty stockholders

 

$

111

 

(28)

 

558

 

(5)

 

 

See accompanying notes to condensed consolidated financial statements.

I-7


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Cash Flows

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

September 30,

 

 

    

2016

    

2015

 

 

 

amounts in millions

 

Cash flows from operating activities:

 

 

 

 

 

 

Net earnings

 

$

738

 

159

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

272

 

272

 

Stock-based compensation

 

 

109

 

147

 

Share of (earnings) loss of affiliates, net

 

 

(43)

 

8

 

Realized and unrealized (gains) losses on financial instruments, net

 

 

33

 

188

 

Deferred income tax expense (benefit)

 

 

407

 

98

 

Other, net

 

 

35

 

20

 

Changes in operating assets and liabilities

 

 

 

 

 

 

Current and other assets

 

 

(29)

 

(141)

 

Payables and other liabilities

 

 

129

 

142

 

Net cash provided (used) by operating activities

 

 

1,651

 

893

 

Cash flows from investing activities:

 

 

 

 

 

 

Investments in and loans to cost and equity investees

 

 

(762)

 

 —

 

Cash proceeds from sale of investments

 

 

61

 

175

 

Proceeds (payments) on financial instruments, net

 

 

(1)

 

(88)

 

Capital expended for property and equipment

 

 

(318)

 

(176)

 

Purchases of short term investments and other marketable securities

 

 

(258)

 

(51)

 

Sales of short term investments and other marketable securities

 

 

273

 

231

 

Other investing activities, net

 

 

(5)

 

(40)

 

Net cash provided (used) by investing activities

 

 

(1,010)

 

51

 

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings of debt

 

 

2,019

 

1,779

 

Repayments of debt

 

 

(876)

 

(818)

 

Repurchases of Liberty common stock

 

 

 —

 

(303)

 

Subsidiary shares repurchased by subsidiary

 

 

(1,225)

 

(1,648)

 

Proceeds from Liberty Braves common stock rights offering

 

 

203

 

 —

 

Taxes paid in lieu of shares issued for stock-based compensation

 

 

(43)

 

(51)

 

Other financing activities, net

 

 

20

 

4

 

Net cash provided (used) by financing activities

 

 

98

 

(1,037)

 

Net increase (decrease) in cash and cash equivalents

 

 

739

 

(93)

 

Cash and cash equivalents at beginning of period

 

 

201

 

681

 

Cash and cash equivalents at end of period

 

$

940

 

588

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

I-8


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement Of Equity

(unaudited)

Nine months ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

    

 

    

 

    

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Accumulated

    

 

    

Noncontrolling

    

 

 

 

 

 

 

Common Stock

 

Additional

 

other

 

 

 

interest in

 

 

 

 

 

Preferred

 

Liberty Media Corporation

 

Liberty Sirius XM

 

Liberty Braves

 

Liberty Media

 

Paid-in

 

comprehensive

 

Retained

 

equity of

 

Total

 

 

    

Stock

    

Series A

    

Series B

    

Series C

 

Series A

    

Series B

    

Series C

 

Series A

    

Series B

    

Series C

 

Series A

    

Series B

    

Series C

    

Capital

    

earnings (loss)

    

earnings

    

subsidiaries

    

equity

 

 

 

amounts in millions

 

Balance at January 1, 2016

 

$

 —

 

1

 

 —

 

2

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(51)

 

10,981

 

7,198

 

18,131

 

Net earnings

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

561

 

177

 

738

 

Other comprehensive loss

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(3)

 

 —

 

2

 

(1)

 

Stock-based compensation

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

70

 

 —

 

 —

 

25

 

95

 

Withholding taxes on net share settlements of stock-based compensation

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(43)

 

 —

 

 —

 

 —

 

(43)

 

Issuance of stock upon exercise of stock options

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

5

 

 —

 

 —

 

 —

 

5

 

Shares repurchased by subsidiary

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(64)

 

 —

 

 —

 

(1,150)

 

(1,214)

 

Shares issued by subsidiary

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(22)

 

 —

 

 —

 

22

 

 —

 

Recapitalization of tracking stock groups

 

 

 —

 

(1)

 

 —

 

(2)

 

1

 

 —

 

2

 

 —

 

 —

 

 —

 

 —

 

 —

 

1

 

 —

 

 —

 

 —

 

 —

 

1

 

Common stock issued pursuant to the Series C Liberty Braves common stock rights offering

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

203

 

 —

 

 —

 

 —

 

203

 

Contribution by noncontrolling interest

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

15

 

15

 

Cumulative adjustment for change in accounting principle

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

66

 

(1)

 

65

 

Other

 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

(2)

 

 —

 

 —

 

 —

 

(2)

 

Balance at September 30, 2016

 

$

 —

 

 —

 

 —

 

 —

 

1

 

 —

 

2

 

 —

 

 —

 

 —

 

 —

 

 —

 

1

 

147

 

(54)

 

11,608

 

6,288

 

17,993

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

I-9


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1)    Basis of Presentation

The accompanying condensed consolidated financial statements include all the accounts of Liberty Media Corporation and its controlled subsidiaries (formerly named Liberty Spinco, Inc.) ("Liberty" or the "Company" unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated.

Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media, communications and entertainment industries primarily in North America. The significant subsidiaries include Sirius XM Holdings Inc. ("SIRIUS XM") and Braves Holdings, LLC ("Braves Holdings"). Our significant investment accounted for under the equity method is Live Nation Entertainment, Inc. ("Live Nation"). 

The accompanying (a) condensed consolidated balance sheet as of December 31, 2015, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10-K for the year ended December 31, 2015.

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, (ii) accounting for income taxes, (iii) assessments of other-than-temporary declines in fair value of its investments and (iv) the determination of the useful life of SIRIUS XM’s broadcast/transmission system to be its most significant estimates .

In March 2016, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on share-based payment accounting. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, forfeiture calculations, and classification on the statement of cash flows. We early adopted this new guidance in the third quarter of 2016. In accordance with the new guidance, excess tax benefits and tax deficiencies are recognized as income tax benefit or expense rather than as additional paid-in capital. The Company has elected to recognize forfeitures as they occur rather than continue to estimate expected forfeitures. In addition, pursuant to the new guidance, excess tax benefits are classified as an operating activity on the condensed consolidated statements of cash flows. The recognition of excess tax benefits and deficiencies are applied prospectively. For tax benefits that were not previously recognized and for adjustments to compensation cost based on actual forfeitures, the Company has recorded a cumulative-effect adjustment in retained earnings as of January 1, 2016 in the amount of $66 million. The presentation changes for excess tax benefits have been applied retrospectively in the condensed consolidated statements of cash flows, resulting in $75 million and $18 million of excess tax benefits for the nine months ended September 30, 2016 and 2015, respectively, reclassified from cash flows from financing activities to cash flows from operating activities.

In February 2016, the FASB issued new accounting guidance on lease accounting. This guidance requires a company to recognize lease assets and lease liabilities arising from operating leases in the statement of financial position. This guidance does not significantly change the previous lease guidance for how a lessee should account for leases. Additionally, the criteria for classifying a lease as a finance lease versus an operating lease are substantially the same as the previous

I-10


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

guidance. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. We plan to adopt this guidance on January 1, 2019. Companies are required to use a modified retrospective approach to adopt this guidance.  We are currently evaluating the impact of the adoption of this new guidance on our consolidated financial statements.

In January 2016, the FASB issued new accounting guidance that is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments with readily determinable fair values (except those accounted for under the equity method of accounting or those that result in consolidation) to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2017. The Company has not yet determined the effect of the standard on its ongoing financial reporting.

In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers.  The new guidance 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. This new guidance 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. In March 2016, the FASB issued additional guidance which clarifies principal versus agent considerations, and in April 2016, the FASB issued further guidance which clarifies the identification of performance obligations and the implementation guidance for licensing. The updated guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either a full retrospective or modified retrospective transition method. This guidance is currently effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. The Company currently does not plan to early adopt this new guidance, is evaluating the effect that the updated standard will have on its revenue recognition and has not yet selected a transition method.

Liberty holds investments that are accounted for using the equity method. Liberty does not control the decision making process or business management practices of these affiliates. Accordingly, Liberty 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, Liberty 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 Liberty's condensed consolidated financial statements.

On November 4, 2014, Liberty completed the spin-off to its stockholders common stock of a newly formed company called Liberty Broadband Corporation ("Liberty Broadband") (the “Broadband Spin-Off”). Shares of Liberty Broadband were distributed to the shareholders of Liberty as of a record date of 5:00 p.m., New York City time, on October 29, 2014. Upon completion of the spin-off, Liberty Broadband was comprised of, among other things, (i) Liberty’s former interest in Charter Communications, Inc. (“Charter”), (ii) Liberty’s former subsidiary TruePosition, Inc. (“TruePosition”), (iii) Liberty’s former minority equity investment in Time Warner Cable, Inc. ("Time Warner Cable"), (iv) certain deferred tax liabilities, as well as liabilities related to Time Warner Cable call options and (v) initial indebtedness, pursuant to margin loans entered into prior to the completion of the Broadband Spin-Off. Prior to the transaction, Liberty Broadband borrowed funds under margin loans and made a final distribution to Liberty of approximately $300 million in cash. The Broadband Spin-Off was intended to be tax-free to stockholders of Liberty, and in September 2015, Liberty entered into a closing agreement with the IRS which provides that the Broadband Spin-Off qualified for tax-free treatment. In the Broadband Spin-Off, record holders of Liberty Media Corporation’s Series A, Series B and Series C common stock received one share of the corresponding series of Liberty Broadband common stock for every four shares of Liberty Media Corporation common stock held by them as of the record date for the Broadband Spin-Off, with cash paid in lieu of fractional shares.

I-11


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

The Company’s former investments in and results of Charter and Time Warner Cable are no longer included in the results of Liberty from the date of the completion of the Broadband Spin-Off forward.

Liberty has entered into certain agreements with Liberty Interactive Corporation (“Liberty Interactive”), Starz, Liberty TripAdvisor Holdings, Inc. (“TripCo”) and Liberty Broadband, all of which are 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. These agreements include Reorganization Agreements (in the case of Starz and Liberty Broadband only), Services Agreements, Facilities Sharing Agreements, a Lease Agreement (in the case of Starz only) and Tax Sharing Agreements (in the case of Starz and Liberty Broadband only). On July 22, 2016, Liberty entered into a services agreement with CommerceHub, Inc. (“CommerceHub”), which was a wholly owned subsidiary of Liberty Interactive prior to the completion of its spin-off on such date. In addition, during November 2016, Liberty entered into a services agreement and a facilities sharing agreement with Liberty Expedia Holdings, Inc. (“Expedia Holdings”), which was a wholly-owned subsidiary of Liberty Interactive prior to the completion of its split-off on November 4, 2016.

The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of Liberty Interactive, Starz and Liberty Broadband, respectively, including certain cross-indemnities. Pursuant to the Services Agreements, Liberty provides Liberty Interactive, Starz, TripCo, Liberty Broadband, Expedia Holdings and CommerceHub with general and administrative services including legal, tax, accounting, treasury and investor relations support. Liberty Interactive, Starz, TripCo, Liberty Broadband, Expedia Holdings and CommerceHub reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and, in the case of Liberty Interactive and Starz, Liberty Interactive's and Starz's respective allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to each respective company, while TripCo, Liberty Broadband, Expedia Holdings and CommerceHub pay an annual fee for the provision of these services. Under the Facilities Sharing Agreements, Liberty shares office space and related amenities at its corporate headquarters with Liberty Interactive, TripCo, Expedia Holdings and Liberty Broadband. Under these various agreements approximately $5 million and $1 million of these allocated expenses were reimbursed to Liberty during the three months ended September 30, 2016 and 2015 , respectively, and $16 million and $15 million during the nine months ended September 30, 2016 and 2015, respectively. Under the Lease Agreement, Starz leases its corporate headquarters from Liberty. The Lease Agreement with Starz for their corporate headquarters requires a payment of approximately $4 million annually, subject to certain increases based on the Consumer Price Index.

(2) Tracking Stocks

During November 2015, Liberty’s board of directors authorized management to pursue a recapitalization of the Company’s common stock into three new tracking stock groups, one to be designated as the Liberty Braves common stock, one to be designated as the Liberty Media common stock and one to be designated as the Liberty SiriusXM common stock (the “Recapitalization”), and to cause to be distributed subscription rights related to the Liberty Braves common stock following the creation of the new tracking stocks.

 

The Recapitalization was completed on April 15, 2016 and the newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April 18, 2016.  In May 2016, the IRS completed its review of the Recapitalization and notified Liberty that it agreed with the nontaxable characterization of the transaction. The operating results prior to the Recapitalization are attributed to Liberty stockholders in the aggregate. However, the information in the following footnotes has been presented by tracking stock groups for all periods presented in order to enhance the information provided to users of these financial statements.

 

Following the creation of the tracking stocks, Series A, Series B and Series C Liberty Braves common stock trade under the symbols BATRA/B/K respectively, Series A, Series B and Series C Liberty Media common stock trade under the symbols LMCA/B/K, respectively, and Series A, Series B and Series C Liberty SiriusXM common stock trade under

I-12


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

the symbols LSXMA/B/K, respectively. Series A and Series C of each of the Liberty Braves common stock and the Liberty Media common stock trade on the Nasdaq Stock Market and Series B of each of these stocks trades on the OTC Markets. In addition, each series (Series A, Series B and Series C) of the Liberty SiriusXM common stock trades on the Nasdaq Global Select Market.

 

In the Recapitalization, each issued and outstanding share of Liberty’s existing common stock was reclassified and exchanged for (a) 1 share of the corresponding series of Liberty SiriusXM common stock, (b) 0.1 of a share of the corresponding series of Liberty Braves common stock and (c) 0.25 of a share of the corresponding series of Liberty Media common stock on April 15, 2016. Cash was paid in lieu of the issuance of any fractional shares.

 

In addition, following the creation of the new tracking stocks, Liberty distributed to holders of its Liberty Braves common stock subscription rights to acquire shares of Series C Liberty Braves common stock in order to raise capital to repay the Intergroup Note (as defined below) and for working capital purposes. In the rights distribution, Liberty distributed 0.47 of a Series C Liberty Braves subscription right for each share of Series A, Series B or Series C Liberty Braves common stock held as of 5:00 p.m., New York City time, on May 16, 2016. Fractional Series C Liberty Braves subscription rights were rounded up to the nearest whole right. Each whole Series C Liberty Braves subscription right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of Liberty’s Series C Liberty Braves common stock at a subscription price of $12.80, which was equal to an approximate 20% discount to the trading day volume weighted average trading price of Liberty’s Series C Liberty Braves common stock for the 18-day trading period ending on May 11, 2016.  Each Series C Liberty Braves subscription right also entitled the holder to subscribe for additional shares of Series C Liberty Braves common stock that were unsubscribed for in the rights offering pursuant to an oversubscription privilege. The rights offering commenced on May 18, 2016, which was also the ex-dividend date for the distribution of the Series C Liberty Braves subscription rights. The rights offering expired at 5:00 p.m. New York City time, on June 16, 2016 and was fully subscribed with 15,833,634 shares of Series C Liberty Braves common stock issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. Approximately $150 million of the proceeds from the rights offering were used to repay the outstanding balance on the Intergroup Note and accrued interest to Liberty. The remaining proceeds will be used for future development costs attributed to the Liberty Braves Group. In September 2016, the IRS completed its review of the distribution of the Braves rights and notified Liberty that it agreed with the nontaxable characterization of the distribution.

 

Additionally, as a result of the Recapitalization, the Convertible Notes (note 9) are 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 common stock has been 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 to adjustments related to the Recapitalization to the outstanding Series A common stock warrants as well as the outstanding cash convertible note hedges and purchased call options. See note 9 for a more detailed discussion of the amendments made to these financial instruments as a result of the Recapitalization.

 

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 Media 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, Liberty Braves Group and Liberty Media 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 or Live Nation, in which Liberty holds an interest and that is attributed to a Liberty tracking

I-13


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

stock group, such as the Liberty SiriusXM Group or the Liberty Media Group.  Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

 

The Liberty SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group. Liberty attributed to the Liberty SiriusXM Group its subsidiary SIRIUS XM, corporate cash, and its margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. As of September 30, 2016, the Liberty SiriusXM Group has cash and cash equivalents of approximately $611 million, which includes $572 million of subsidiary cash. On October 26, 2016, SIRIUS XM’S board of directors declared the first quarterly dividend on SIRIUS XM common stock in the amount of $0.01 per share of common stock payable on November 30, 2016 to stockholders of record as of the close of business on November 9, 2016.  SIRIUS XM’S board of directors expects that this dividend will be the first of regular quarterly dividends, in an aggregate amount of $0.04 per share of common stock per year.

 

The Liberty Braves common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty Braves Group. Liberty attributed to the Liberty Braves Group its subsidiary, Braves Holdings, LLC (“Braves Holdings”), which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC”) and certain assets and liabilities associated with ANLBC’s stadium and mixed use development project (the “Development Project”), corporate cash and all liabilities arising under a note from Braves Holdings to Liberty, with a total capacity of up to $165 million of borrowings by Braves Holdings (the “Intergroup Note”) relating to funds borrowed and used for investment in the Development Project. As previously discussed, $150 million was outstanding under the Intergroup Note that was repaid during June 2016 using proceeds from the subscription rights offering, and the Intergroup Note agreement was cancelled. The remaining proceeds were attributed to the Liberty Braves Group. As of September 30, 2016, the Liberty Braves Group has cash and cash equivalents of approximately $109 million, which includes subsidiary cash.

The Liberty Media common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty Media Group. Liberty attributed to the Liberty Media Group all of the businesses, assets and liabilities of Liberty other than those specifically attributed to the Liberty Braves Group or the Liberty SiriusXM Group, including Liberty’s interests in Live Nation, minority equity investments in Time Warner, Inc. (“Time Warner”) and Viacom, Inc. (“Viacom”), the recovery received in connection with the Vivendi lawsuit, cash as well as Liberty’s 1.375% Cash Convertible Notes due 2023 and related financial instruments. As of September 30, 2016, the Liberty Media Group has cash and cash equivalents of approximately $220 million. Additionally, as discussed in more detail in note 6, on September 7, 2016 Liberty, through its indirect wholly owned subsidiary Liberty GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco Limited (“Delta Topco”), the parent company of Formula 1, a global motorsports business. The first purchase agreement was completed on September 7, 2016 and provided for the acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis. On October 27, 2016 under the terms of the first purchase agreement, Liberty acquired an additional incremental equity interest of Delta Topco, maintaining Liberty’s investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. Liberty’s interest in Delta Topco and by extension Formula 1 is attributed to the Liberty Media Group. It is expected that Liberty will acquire 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula 1 teams, in a closing under the second purchase agreement (and following the unwind of the first purchase agreement) upon the satisfaction of certain conditions, including certain regulatory and stockholder approvals as discussed in note 6. The second closing is expected to occur in the first quarter of 2017. Liberty’s anticipated acquired interest in Formula 1, along with existing Formula 1 cash and debt (which will be non-recourse to Liberty), will be attributed to the Liberty Media Group, which will be renamed the Formula One Group upon completion of the second closing (subject to stockholder approval), 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.

I-14


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

As part of the Recapitalization, the Liberty Media Group initially held a 20% intergroup interest in the Liberty Braves Group. As a result of the rights offering, the number of notional shares representing the intergroup interest held by the Liberty Media Group was adjusted to 9,084,940, representing a 15.5% intergroup interest in the Liberty Braves Group at September 30, 2016. The intergroup interest is a quasi-equity interest which is not represented by outstanding shares of common stock; rather, the Liberty Media Group has an attributed value in the Liberty Braves Group which is generally stated in terms of a number of shares of Series C Liberty Braves common stock issuable to the Liberty Media Group with respect to its interest in the Liberty Braves Group. The intergroup interest may be settled, at the discretion of the Board of Directors, through the transfer of newly issued shares of Liberty Braves common stock, cash and/or other assets to the Liberty Media Group. Accordingly, the intergroup interest attributable to the Liberty Media Group is presented as an asset and the intergroup interest attributable to the Liberty Braves Group is presented as a liability in the attributed financial statements and the offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interest will remain outstanding until the redemption of the outstanding interest, at the discretion of the Company’s Board of Directors, through transfer of securities, cash and/or other assets from the Liberty Braves Group to the Liberty Media Group.

See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups.

(3)    Stock-Based Compensation

Liberty grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units 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 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.

In connection with the Recapitalization, all outstanding Awards with respect to Liberty Media Corporation common stock (“Liberty Awards”) were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that a holder of a Liberty Media Corporation Award received new corresponding equity awards relating to shares of one or more of Liberty SiriusXM common stock (a “Liberty Sirius XM Award”), Liberty Braves common stock (a “Liberty Braves Award”) and Liberty Media common stock (a “Liberty Media Award”) (collectively, the “Adjusted Liberty Awards”).

The exercise prices and number of shares subject to the Adjusted Liberty Awards were determined based on 1) the exercise prices and number of shares subject to the Liberty Media Corporation Award, 2) the distribution ratios, 3) the pre-Recapitalization trading price of Liberty Media Corporation common stock and 4) the post-Recapitalization trading prices of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock, such that all of the pre-Recapitalization value of the Liberty Media Corporation Awards was allocated among the Adjusted Liberty Awards.

I-15


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, a portion of which relates to SIRIUS XM, as discussed below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

    

2016

    

2015

    

2016

    

2015

 

 

 

(amounts in millions)

 

Cost of subscriber services:

 

 

 

 

 

 

 

 

 

 

Programming and content

 

$

6

 

5

 

14

 

13

 

Customer service and billing

 

 

1

 

1

 

3

 

4

 

Other

 

 

1

 

2

 

3

 

6

 

Other operating expense

 

 

3

 

5

 

9

 

13

 

Selling, general and administrative

 

 

30

 

43

 

80

 

111

 

 

 

$

41

 

56

 

109

 

147

 

 

In connection with our CEO’s employment agreement, Liberty granted approximately 775 thousand options of Series C Liberty Media Corporation common stock and 39 thousand performance-based restricted stock units of Series C Liberty Media Corporation common stock. Such options and restricted stock units had a grant-date fair value of $8.91 per share and $37.76 per share, respectively. These options mainly vest on December 31, 2016, and the performance-based restricted stock units cliff vest in one year, subject to satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is remeasured at each reporting period.

 

Also during the nine months ended September 30, 2016, Liberty granted 100 thousand, 371 thousand and 36 thousand options to purchase shares of Series C common stock of Liberty Media, Liberty SiriusXM and Liberty Braves, respectively. Such options had a weighted average grant-date fair value (“GDFV”) of $4.90, $7.45 and $3.58 per share, respectively, and vests 50% each on December 31, 2019 and 2020. 

 

The Company did not grant any options to purchase Series A or Series B of Liberty Media, Liberty SiriusXM or Liberty Braves common stock during the nine months ended September 30, 2016.

Liberty calculates the GDFV for all of its equity classified awards and the subsequent remeasurement of its liability classified and certain performance-based awards using the Black-Scholes Model. Liberty estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Liberty common stock and the implied volatility of publicly traded Liberty options. Liberty uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject Awards.

I-16


 

Table of Contents

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

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 and certain Awards of employees of Starz.

Liberty Media

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A

 

 

    

    

    

 

    

Weighted

    

Aggregate

 

 

 

 

 

 

 

average

 

intrinsic

 

 

 

Liberty

 

 

 

remaining

 

value

 

 

 

Awards (000's)

 

WAEP

 

life

 

(millions)

 

Outstanding at January 1, 2016

 

2,360

 

$

23.36

 

 

 

 

 

 

 

Granted

 

 —

 

$

 —

 

 

 

 

 

 

 

Exercised

 

(194)

 

$

20.72

 

 

 

 

 

 

 

Forfeited/Cancelled

 

 —

 

$

 —

 

 

 

 

 

 

 

Recapitalization adjustment

 

(1,682)

 

$

10.64

 

 

 

 

 

 

 

Outstanding at September 30, 2016

 

484

 

$

11.55

 

2.5

years

 

$

8

 

Exercisable at September 30, 2016

 

465

 

$

11.51

 

2.4

years

 

$

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series C

 

 

    

    

    

 

    

Weighted

    

Aggregate

 

 

 

 

 

 

 

average

 

intrinsic

 

 

 

Liberty

 

 

 

remaining

 

value

 

 

 

Awards (000's)

 

WAEP

 

life

 

(millions)

 

Outstanding at January 1, 2016

 

10,613

 

$

30.09

 

 

 

 

 

 

 

Granted

 

876

 

$

35.77

 

 

 

 

 

 

 

Exercised

 

(443)

 

$

20.66

 

 

 

 

 

 

 

Forfeited/Cancelled

 

(1)

 

$

36.95

 

 

 

 

 

 

 

Recapitalization adjustment

 

(8,351)

 

$

14.08

 

 

 

 

 

 

 

Outstanding at September 30, 2016

 

2,694

 

$

14.98

 

4.7

years

 

$

35

 

Exercisable at September 30, 2016

 

1,096

 

$

12.03

 

2.9

years

 

$

18

 

 

Liberty SiriusXM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A

 

 

    

    

    

 

    

Weighted

    

Aggregate

 

 

 

 

 

 

 

average

 

intrinsic