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10-Q – 2025-11-05 – lmca-20250930x10q.htm
Primary revenue is derived through a combination of media rights fees (earned from licensing the right to broadcast MotoGP Events, VideoPass subscriptions and other related services, the origination of program footage, footage from MotoGP’s archives and the licensing of other ancillary media rights), race promotion fees (earned from granting the rights to host, stage and promote MotoGP Events) and sponsorship fees (earned from the sale of MotoGP Championship and Event-related advertising and sponsorship rights and the servicing of such rights and rights to advertise on MotoGP’s digital platforms). Primary revenue increased $1 million during the three months ended September 30, 2025, as compared to the corresponding period in the prior year, primarily due to increased race promotion fees related to a different mix of MotoGP Events and a favorable change in currency exchange rates, partially offset by the impact of recognizing season-long media rights and sponsorship revenue in a smaller proportion to the previous season (7 out of 22 MotoGP Events for 2025 versus 7 out of 20 MotoGP Events for 2024). Primary revenue increased $41 million during the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, primarily due to the impact of recognizing MotoGP Event-specific and season-based revenue from two additional MotoGP Events and a favorable change in currency exchange rates. Other revenue is generated from other motorcycle racing championships, including the FIM World Superbike Championship (“WorldSBK”), hospitality (inclusive of the sale of tickets to the MotoGP VIP Village and MotoGP Premier hospitality programs at most events) and other licensing opportunities. Other revenue decreased $1 million during the three months ended September 30, 2025, as compared to the corresponding period in the prior year, primarily due to a decrease in races held for WorldSBK (4 races in 2025 versus 6 races in 2024), partially offset by an increase in hospitality revenue and a favorable change in currency exchange rates. Other revenue increased $5 million during the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, primarily driven by an increase in hospitality revenue due to two additional MotoGP Events and a favorable change in currency exchange rates. In describing MotoGP’s operating results, the term “currency exchange rates” refers to the foreign currency exchange rates MotoGP uses to convert the operating results for countries where the functional currency is not the U.S. dollar. MotoGP calculates the effect of changes in currency exchange rates as the difference between current period activity translated using the prior period's currency exchange rates. MotoGP refers to the results of this calculation as the impact of currency exchange rate fluctuations. Constant currency operating results, a non-GAAP measure, refers to operating results without the impact of currency exchange rate fluctuations. The disclosure of results in constant currency permits investors to better understand MotoGP’s underlying performance without the effects of currency exchange rate fluctuations. I-48 Table of Contents The percentage change in MotoGP’s revenue in U.S. dollars and in constant currency was as follows: Three months ended September 30, 2025 Nine months ended September 30, 2025 U.S. Dollars Foreign currency exchange impact Constant currency U.S. Dollars Foreign currency exchange impact Constant currency Motorsport revenue - % 4.7 % (4.7) % 12.4 % 3.5 % 8.9 % For the three months ended September 30, 2025, motorsport revenue decreased 4.7% on a constant currency basis and was flat in U.S. dollars, the difference of which is attributable to the weakening of the U.S. dollar to the Euro. For the nine months ended September 30, 2025, motorsport revenue had a constant currency growth rate of 8.9% versus a U.S. dollar growth rate of 12.4%, the difference of which is attributable to the weakening of the U.S. dollar to the Euro. Cost of motorsport revenue includes both variable and fixed costs components and relates to both primary and other motorsport revenue. On an annual basis, the largest components of costs of motorsport revenue are costs related to International Road-Racing Teams Association payments, which are generally fixed on a per race basis with slight variations based on the mix and number of MotoGP Events and escalate on an annual basis, costs related to television productions, advertising and sponsorship materials, the delivery of hospitality offerings, freight travel and annual FIM regulatory fees. Cost of motorsport revenue increased $5 million during the three months ended September 30, 2025, as compared to the corresponding period in the prior year, primarily due to an increase in costs of servicing sponsorship partners and an unfavorable change in currency exchange rates. Cost of motorsport revenue increased $37 million during the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, primarily due to two additional MotoGP Events, which drove increased freight and travel costs, and an unfavorable change in currency exchange rates. Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, insurance premiums, maintenance and utility costs and other general office administration costs. Selling, general and administrative expenses increased $2 million and $13 million during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily due to higher personnel costs and an unfavorable change in currency exchange rates. Depreciation and amortization includes depreciation of property and equipment and amortization of intangible assets. Depreciation and amortization was relatively flat during each of the three and nine months ended September 30, 2025, as compared to the corresponding periods in the prior year. Item 3. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations. Market risk refers to the risk of loss arising from adverse changes in interest rates, stock prices and foreign currency exchange rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks. We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to I-49 Table of Contents maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate. As of September 30, 2025, our debt is comprised of the following amounts: Variable rate debt Fixed rate debt Principal Weighted avg Principal Weighted avg amount interest rate amount interest rate dollar amounts in millions Formula One Group $ 2,333 5.5 % $ 2,723 4.4 % Liberty Live Group NA NA $ 1,150 2.4 % The Company is exposed to changes in stock prices primarily as a result of our significant holdings in publicly traded securities. We continually monitor changes in stock markets, in general, and changes in the stock prices of our holdings, specifically. We believe that changes in stock prices can be expected to vary as a result of general market conditions, technological changes, specific industry changes and other factors. We periodically use equity collars and other financial instruments to manage market risk associated with certain investment positions. These instruments are recorded at fair value based on option pricing models and other appropriate methods. Additionally, our stock in Live Nation (an equity method affiliate), a publicly traded security, is not reflected at fair value in our balance sheet. This security is also subject to market risk that is not directly reflected in our condensed consolidated statement of operations, and had the market price of such security been 10% lower at September 30, 2025 the aggregate value of such security would have been $1,138 million lower. MotoGP’s functional currency is the Euro. Fluctuations in the Euro / U.S. dollar exchange rate impact the amount of total assets, liabilities, earnings and cash flows for MotoGP included in our condensed consolidated financial statements for, and as of the end of, each reporting period. For example, the strengthening of the U.S. dollar against the Euro will reduce the amount of MotoGP’s cash and cash equivalents, intangibles, deferred revenue, current and non-current liabilities, revenue and expenses reported in our condensed consolidated financial statements for, and as of the end of, each reporting period. MotoGP's reported revenue for each of the three and nine months ended September 30, 2025 would have been impacted by approximately $17 million for every 10% change in the Euro / U.S. dollar exchange rate. Item 4. Controls and Procedures In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and principal accounting and financial officer (the "Executives"), of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of September 30, 2025 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. In July 2025, the Company acquired MotoGP. As a result of the acquisition, the Company is reviewing the internal controls of MotoGP and is making appropriate changes as deemed necessary. Except for changes in internal control at MotoGP, there has been no change in the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. I-50 Table of Contents PART II—OTHER INFORMATION Item 1. Legal Proceedings Our Annual Report on Form 10-K for the year ended December 31, 2024 includes “Legal Proceedings” under Item 3 of Part I. There have been no material changes to the legal proceedings described in our Form 10-K. Item 1A. Risk Factors Except as discussed below there have been no material changes in our risk factors from those disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q. The unaudited pro forma financial information of Liberty and MotoGP included in this Quarterly Report on Form 10-Q are presented for illustrative purposes only and does not purport to represent the actual results of operations of Liberty or MotoGP had the acquisition of MotoGP occurred on January 1, 2024, or to project the results of operations of Liberty for any future periods. The unaudited pro forma financial information of Liberty and MotoGP included in this Quarterly Report on Form 10-Q are presented for illustrative purposes only and does not purport to represent the actual results of operations of Liberty or MotoGP had the acquisition of MotoGP occurred on January 1, 2024, or to project the results of operations of Liberty for any future periods. The pro forma financial information was prepared based on historical financial information of MotoGP assuming the acquisition of MotoGP took place on January 1, 2024 and includes certain adjustments based on preliminary allocations. Additionally, the pro forma adjustments are based on available information and certain assumptions that our management believes are reasonable. The pro forma adjustments are directly attributable to the acquisition and are expected to have a continuing impact on the results of operations of Liberty. The pro forma information is not representative of Liberty’s future results of operations nor does it reflect what Liberty’s results of operations would have been if the acquisition of MotoGP had occurred previously and Liberty consolidated MotoGP during the periods presented. In addition, future results may differ significantly from those reflected in such pro forma financial information, which does not give effect to the potential impact of current financial conditions, or any anticipated revenue enhancements, cost savings or operating synergies that may result from the acquisition of MotoGP. Further, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors, including those risks described in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, may affect Liberty’s and MotoGP’s financial condition or results of operations. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Share Repurchase Programs In November 2019, our board of directors authorized the repurchase of $1 billion of the Company’s common stock. In May 2022, our board of directors authorized the repurchase of an additional $1 billion of the Company’s common stock. There were no repurchases of Liberty Formula One common stock or Liberty Live common stock during the three months ended September 30, 2025. As of September 30, 2025, approximately $1.1 billion was available for future share repurchase under our share repurchase program. During the three months ended September 30, 2025, no shares of Liberty Formula One common stock or Liberty Live common stock were surrendered by our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock, restricted stock units and options. II-1 Table of Contents Item 5. Other Information None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2025. Item 6. Exhibits (a) Exhibits Listed below are the exhibits which are filed as a part of this Quarterly Report (according to the number assigned to them in Item 601 of Regulation S-K): Exhibit No. Name 31.1 Rule 13a-14(a)/15d-14(a) Certification* 31.2 Rule 13a-14(a)/15d-14(a) Certification* 32 Section 1350 Certification** 99.1 Unaudited Attributed Financial Information for Tracking Stock Groups* 101.INS Inline XBRL Instance Document* - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document* 101.LAB Inline XBRL Taxonomy Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document* 101.DEF Inline XBRL Taxonomy Definition Document* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith II-2 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LIBERTY MEDIA CORPORATION Date: November 5, 2025 By: /s/ DEREK CHANG Derek Chang President and Chief Executive Officer Date: November 5, 2025 By: /s/ BRIAN J. WENDLING Brian J. Wendling Chief Accounting Officer and Principal Financial Officer II-3