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(4) Earnings Attributable to Liberty Media Corporation Stockholders Per Common Share
Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders.
Excluded from diluted EPS for the three months ended March 31, 2024 are approximately 2 million potentially dilutive shares of Series A and Series C Liberty SiriusXM common stock and 1 million potentially dilutive shares of Series A and Series C Liberty Live common stock, because their inclusion would be antidilutive. Excluded from diluted EPS for the three months ended March 31, 2023 are approximately 25 million potentially dilutive shares of Series A and Series C Liberty SiriusXM common stock, 8 million potentially dilutive shares of Series A and Series C Liberty Formula One common stock and 9 million potentially dilutive shares of Series A and Series C Liberty Braves common stock, primarily due to warrants issued in connection with a bond hedge transaction (prior to settlement) and shares of Series A Liberty Braves common stock and Series A Liberty Formula One common stock underlying the intergroup interests (prior to settlement / extinguishment), because their inclusion would be antidilutive.
Series A, Series B and Series C Liberty SiriusXM Common Stock
The basic and diluted EPS calculations are based on the following WASO.
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|
|
|
|
|
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Three months ended March 31, |
|
|
2024 |
|
2023 |
|
|
|
|
numbers of shares in millions |
|
Basic WASO |
|
327 |
|
327 |
|
Potentially dilutive shares (a) |
|
40 |
|
19 |
|
Diluted WASO (b) |
|
367 |
|
346 |
|
| (a) |
Potentially dilutive shares are excluded from the computation of EPS during periods in which net losses are reported since the result would be antidilutive. |
| (b) |
For periods in which share settlement of the 2.125% Exchangeable Senior Debentures due 2048, which could have been settled in shares of Series C Liberty SiriusXM common stock, 2.75% Exchangeable Senior Debentures due 2049, which may be settled in shares of Series C Liberty SiriusXM common stock and 3.75% Convertible Senior Notes due 2028, which may be settled in shares of Series A Liberty SiriusXM common stock, are dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instruments during the period, net of tax where appropriate. The settlement of the 2.125% Exchangeable Senior Debentures due 2048 changed to solely cash, pursuant to a supplemental indenture entered into during February 2023. Accordingly, the impact of share settlement of the 2.125% Exchangeable Senior Debentures due 2048 was considered for purposes of calculating diluted WASO prior to the execution of the supplemental indenture.
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Additionally, a hypothetical mark-to-market adjustment on the shares of Series A Liberty SiriusXM common stock underlying the warrants was included in the numerator adjustment in periods in which cash settlement of the warrants would have been more dilutive than share settlement.
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|
|
|
|
|
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Three months ended March 31, |
|
|
2024 |
|
2023 |
|
|
|
|
amounts in millions |
|
Basic earnings (loss) attributable to Liberty SiriusXM stockholders |
$ |
199 |
|
183 |
|
Adjustments |
|
(7) |
|
(52) |
|
Diluted earnings (loss) attributable to Liberty SiriusXM stockholders |
$ |
192 |
|
131 |
|
Series A, Series B and Series C Liberty Formula One Common Stock
The basic and diluted EPS calculations are based on the following WASO.
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2024 |
|
2023 |
|
|
|
|
numbers of shares in millions |
|
Basic WASO |
|
235 |
|
234 |
|
Potentially dilutive shares (a) |
|
8 |
|
3 |
|
Diluted WASO (b) |
|
243 |
|
237 |
|
|
(a) |
Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
|
(b) |
The Liberty SiriusXM Group’s intergroup interest in the Formula One Group was settled and extinguished on July 12, 2023. The intergroup interest was a quasi-equity interest which was not represented by outstanding shares of common stock; rather, the Liberty SiriusXM Group had an attributed value in the Formula One Group which was generally stated in terms of a number of shares of stock issuable to the Liberty SiriusXM Group with respect to its interest in the Formula One Group. Each reporting period, the notional shares representing the intergroup interest were marked to fair value. As the notional shares underlying the intergroup interest were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Formula One common stock. However, Liberty assumed that the notional shares (if and when issued) would be comprised of Series A Liberty Formula One common stock since Series A Liberty Formula One common stock was underlying the 1.375% Cash Convertible Senior Notes (the “Convertible Notes”). Therefore, the market price of Series A Liberty Formula One common stock was used for the quarterly mark-to-market adjustment through the unaudited attributed condensed consolidated statements of operations. The notional shares representing the intergroup interest had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interest were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interest was dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interest to fair value during the period.
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For periods in which share settlement of the 2.25% Convertible Senior Notes due 2027, which may be settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instrument during the period, net of tax where appropriate. Additionally, an adjustment was also made to the numerator for a hypothetical mark-to-market adjustment on the shares of Series A Liberty Formula One common stock underlying the warrants in periods in which cash settlement would have been more dilutive than share settlement.
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|
|
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Three months ended March 31, |
|
|
2024 |
|
2023 |
|
|
|
|
amounts in millions |
|
Basic earnings (loss) attributable to Liberty Formula One stockholders |
$ |
77 |
|
(109) |
|
Adjustments |
|
— |
|
(29) |
|
Diluted earnings (loss) attributable to Liberty Formula One stockholders |
$ |
77 |
|
(138) |
|
Series A, Series B and Series C Liberty Live Common Stock
The basic and diluted EPS calculations are based on the following WASO.
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2024 |
|
2023 |
|
|
|
|
numbers of shares in millions |
|
Basic WASO |
|
92 |
|
NA |
|
Potentially dilutive shares (a) |
|
— |
|
NA |
|
Diluted WASO |
|
92 |
|
NA |
|
|
(a) |
Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
Series A, Series B and Series C Liberty Braves Common Stock
The basic and diluted EPS calculations are based on the following WASO.
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|
|
|
|
|
|
Three months ended March 31, |
|
|
2024 |
|
2023 |
|
|
|
|
numbers of shares in millions |
|
Basic WASO |
|
NA |
|
53 |
|
Potentially dilutive shares (a) |
|
NA |
|
1 |
|
Diluted WASO (b) |
|
NA |
|
54 |
|
|
(a) |
Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
|
(b) |
As described in note 2, the intergroup interests in the Braves Group held by the Formula One Group and the Liberty SiriusXM Group were settled and extinguished in connection with the Split-Off. The intergroup interests were quasi-equity interests, which were not represented by outstanding shares of common stock; rather, the Formula One Group and the Liberty SiriusXM Group had attributed values in the Braves Group which were generally stated in terms of a number of shares of stock issuable to the Formula One Group and the Liberty SiriusXM Group with respect to their interests in the Braves Group. Each reporting period, the notional shares representing the intergroup interests were marked to fair value. As the notional shares underlying the intergroup interests were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Braves common stock. However, Liberty assumed that the notional shares (if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series C Liberty Braves common stock in order to not dilute voting percentages and the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock since Series A Liberty Braves common stock was underlying the Convertible Notes. Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock were historically used for the quarterly mark-to-market adjustment for the intergroup interests held by Formula One Group and Liberty SiriusXM Group, respectively, through the unaudited attributed condensed consolidated statements of operations. |
The notional shares representing the intergroup interests had no impact on the basic WASO. However, if dilutive, the notional shares representing the intergroup interests were included in the diluted WASO as if the shares had been issued and outstanding during the period. For periods in which share settlement of the intergroup interests were
dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interests to fair value during the period. Additionally, prior to the Split-Off, a hypothetical mark-to-market adjustment on the shares of Series A Liberty Braves common stock underlying the warrants was included in the numerator adjustment in periods in which cash settlement of the warrants would have been more dilutive than share settlement.
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2024 |
|
2023 |
|
|
|
|
amounts in millions |
|
Basic earnings (loss) attributable to Liberty Braves stockholders |
$ |
NA |
|
(59) |
|
Adjustments |
|
NA |
|
(7) |
|
Diluted earnings (loss) attributable to Liberty Braves stockholders |
$ |
NA |
|
(66) |
|
|