(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.
As discussed in note 2, on April 15, 2016, the Company completed a recapitalization of its common stock into three new tracking stock groups, one designated as the Liberty SiriusXM common stock, one designated as the Liberty Braves common stock and one designated as the Liberty Media common stock. The operating results prior to the Recapitalization are attributed to Liberty Media Corporation stockholders in the aggregate, and the operating results subsequent to the Recapitalization are attributed to the respective tracking stock groups.
Excluded from diluted EPS for the period subsequent to the Recapitalization through September 30, 2016 are approximately 21 million potentially dilutive shares of Series A Liberty SiriusXM common stock, 3 million potentially dilutive shares of Series A Liberty Braves common stock and 5 million potentially dilutive shares of Series A Liberty Media common stock, primarily due to warrants issued in connection with the Bond Hedge Transaction (note 9), because their inclusion would be antidilutive. The Amended Warrant Transactions (note 9) may have a dilutive effect with respect to the shares comprising the Securities Basket underlying the warrants to the extent that the settlement price exceeds the strike price of the warrants, and the warrants are settled in shares comprising such Securities Basket. The warrants and any potential future settlement have been attributed to the Liberty Media Group.
Series A, Series B and Series C Liberty Media Corporation Common Stock
The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty Media Corporation Common Stock
|
|
|
|
|
Three months
|
|
Three months
|
|
January 1, 2016
|
|
Nine months
|
|
|
|
|
ended
|
|
ended
|
|
through
|
|
ended
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
April 15, 2016
|
|
September 30, 2015
|
|
|
|
|
numbers of shares in millions
|
|
|
Basic WASO
|
|
NA
|
|
335
|
|
335
|
|
338
|
|
|
Potentially dilutive shares
|
|
NA
|
|
3
|
|
2
|
|
3
|
|
|
Diluted WASO
|
|
NA
|
|
338
|
|
337
|
|
341
|
|
Excluded from diluted EPS for the period ended April 15, 2016 were 23 million potential common shares, primarily due to warrants issued in connection with the Bond Hedge Transaction (note 9), because their inclusion would have been antidilutive.
Series A, Series B and Series C Liberty SiriusXM Common Stock
The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty SiriusXM Common Stock
|
|
|
|
|
Three months
|
|
Three months
|
|
April 15, 2016
|
|
Nine months
|
|
|
|
|
ended
|
|
ended
|
|
through
|
|
ended
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
|
|
|
|
numbers of shares in millions
|
|
|
Basic WASO
|
|
335
|
|
NA
|
|
335
|
|
NA
|
|
|
Potentially dilutive shares
|
|
2
|
|
NA
|
|
2
|
|
NA
|
|
|
Diluted WASO
|
|
337
|
|
NA
|
|
337
|
|
NA
|
|
Series A, Series B and Series C Liberty Braves Common Stock
The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty Braves Common Stock
|
|
|
|
|
Three months
|
|
|
|
April 15, 2016
|
|
|
|
|
|
|
ended
|
|
Three months
|
|
through
|
|
Nine months
|
|
|
|
|
September 30, 2016
|
|
ended
|
|
September 30, 2016
|
|
ended
|
|
|
|
|
(a)(b)(c)
|
|
September 30, 2015
|
|
(a)(b)(c)
|
|
September 30, 2015
|
|
|
|
|
numbers of shares in millions
|
|
|
Basic WASO
|
|
49
|
|
NA
|
|
43
|
|
NA
|
|
|
Potentially dilutive shares
|
|
10
|
|
NA
|
|
10
|
|
NA
|
|
|
Diluted WASO
|
|
59
|
|
NA
|
|
53
|
|
NA
|
|
|
(a)
|
|
As discussed in note 2, subsequent to the Recapitalization, Liberty distributed subscription rights to holders of Liberty Braves common stock, which were priced at a discount to the market value, to acquire additional shares of Liberty Braves common stock. The rights offering, because of the discount, is considered a stock dividend which requires retroactive treatment for prior periods for the weighted average shares outstanding.
|
|
(b)
|
|
Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.
|
|
(c)
|
|
As discussed in note 2, following the Recapitalization and Series C Liberty Braves common stock rights offering, the number of notional shares representing the Liberty Media Group’s intergroup interest in the Liberty Braves Group was adjusted to 9,084,940 shares. 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 stock issuable to the Liberty Media Group with respect to its interest in the Liberty Braves Group. Each reporting period, the notional shares representing the intergroup interest are marked to fair value. As the notional shares underlying the intergroup interest are not represented by outstanding shares of common stock, such shares have not been officially designated Series A, B or C Liberty Braves common stock. However, Liberty has assumed that the notional shares (if and when issued) would be comprised of Series C Liberty Braves common stock in order to not dilute voting percentages. Therefore, the market price of Series C Liberty Braves common stock is used for the quarterly mark-to-market adjustment through the unaudited attributed condensed consolidated statements of operations. The notional shares representing the intergroup interest have no impact on the basic earnings per share weighted average number of shares outstanding. However, the notional shares representing the intergroup interest are included in the diluted earnings per share WASO as if the shares had been issued and outstanding during the period. An adjustment is 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 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
|
|
Three months
|
|
April 15, 2016
|
|
Nine months
|
|
|
|
|
ended
|
|
ended
|
|
through
|
|
ended
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
|
|
|
|
amounts in millions
|
|
|
Basic earnings (loss) attributable to Liberty Braves shareholders
|
$
|
(22)
|
|
NA
|
|
10
|
|
NA
|
|
|
Unrealized (gain) loss on the intergroup interest
|
|
25
|
|
NA
|
|
(2)
|
|
NA
|
|
|
Diluted earnings (loss) attributable to Liberty Braves shareholders
|
$
|
3
|
|
NA
|
|
8
|
|
NA
|
|
Series A, Series B and Series C Liberty Media Common Stock
The basic and diluted EPS calculations are based on the following weighted average outstanding shares of common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty Media Common Stock
|
|
|
|
|
Three months
|
|
Three months
|
|
April 15, 2016
|
|
Nine months
|
|
|
|
|
ended
|
|
ended
|
|
through
|
|
ended
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
|
|
|
|
numbers of shares in millions
|
|
|
Basic WASO
|
|
84
|
|
NA
|
|
84
|
|
NA
|
|
|
Potentially dilutive shares
|
|
1
|
|
NA
|
|
1
|
|
NA
|
|
|
Diluted WASO
|
|
85
|
|
NA
|
|
85
|
|
NA
|
|