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v3.25.2

Long-Term Debt | 6 Months Ended
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Jun. 30, 2025
Long-Term Debt |
Long-Term Debt | (8) Long-Term Debt Debt is summarized as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Outstanding | ​ | Carrying value | ​
​ |  | Principal |  | June 30, |  | December 31, |
​ | ​ | June 30, 2025 | ​ | 2025 | ​ | 2024 | ​
​ | ​ | amounts in millions | ​
Formula One Group | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Corporate level notes and loans: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2.25% Convertible Senior Notes due 2027 (1) | ​ | ​ | 475 | ​ | ​ | 636 | ​ | 588 | ​
Other | ​ | ​ | 50 | ​ | ​ | 50 | ​ | 53 | ​
Subsidiary notes and loans: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Formula 1 Senior Loan Facilities | ​ | ​ | 2,372 | ​ | ​ | 2,350 | ​ | 2,357 | ​
Deferred financing costs | ​ | ​ | ​ | ​ | ​ | (6) | ​ | (6) | ​
Total Formula One Group | ​ | ​ | 2,897 | ​ | ​ | 3,030 | ​ | 2,992 | ​
Liberty Live Group | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Corporate level notes and loans: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2.375% Exchangeable Senior Debentures due 2053 (1) | ​ | ​ | 1,150 | ​ | ​ | 1,769 | ​ | 1,556 | ​
Live Nation Margin Loan | ​ | ​ | — | ​ | ​ | — | ​ | — | ​
Total Liberty Live Group | ​ | ​ | 1,150 | ​ | ​ | 1,769 | ​ | 1,556 | ​
Total debt | ​ | $ | 4,047 |  | ​ | 4,799 |  | 4,548 | ​
Debt classified as current | ​ | ​ | ​ |  | ​ | (1,803) |  | (26) | ​
Total long-term debt | ​ | ​ | ​ | ​ | $ | 2,996 |  | 4,522 | ​
(1) Measured at fair value 2.25% Convertible Senior Notes due 2027 On August 12, 2022, Liberty issued $475 million convertible notes at an interest rate of 2.25% per annum, which, at Liberty’s election, are convertible into cash, shares of Series C Liberty Formula One common stock or a combination of cash and shares of Series C Liberty Formula One common stock and mature on August 15, 2027. As of June 30, 2025, the conversion rate for the notes is approximately 12.0505 shares of Series C Liberty Formula One common stock per $1,000 principal amount of notes, equivalent to a conversion price of approximately $82.98 per share of Series C Liberty Formula One common stock. The notes are attributed to the Formula One Group. Liberty has elected to account for the notes using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value. 2.375% Exchangeable Senior Debentures due 2053 and Live Nation Forward Contracts In September 2023, Liberty closed a private offering of approximately $1.15 billion aggregate principal amount of its 2.375% exchangeable senior debentures due 2053 (the “2.375% Exchangeable Senior Debentures due 2053”). Upon an exchange of debentures, Liberty, at its option, may deliver Live Nation common stock, cash or a combination of Live Nation common stock and/or cash. The number of shares of Live Nation common stock attributable to a debenture represents an initial exchange price of approximately $104.91 per share. A total of approximately 11 million shares of Live Nation common stock are attributable to the debentures. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The debentures may be redeemed by Liberty, in whole or in part, on or after September 30, 2028. Holders of the debentures also have the right to require Liberty to purchase their debentures on September 30, 2028. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The debentures are attributed to the Liberty Live Group. Liberty has elected to account for the debentures using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value. The assumption of the debentures by Liberty Live in connection with the proposed Liberty Live Split-Off, as described in note 2, entitles the holders of the debentures, for a brief period after the Liberty Live Split-Off, to the right to either put at par or exchange their debentures for shares of Live Nation common stock, or an equivalent cash amount, at the election of Liberty Live, on the terms described in the indenture under which the debentures were issued. In May 2025, LN Holdings 1, LLC (“LNSPV”), an indirect wholly owned subsidiary of Liberty, entered into certain agreements (the “Live Nation Forward Contracts”), which obligate LNSPV to deliver up to an aggregate of approximately 10.5 million shares of Live Nation common stock based on the share prices for such stock over a specified period ended in the first quarter of 2027. Alternatively, LNSPV may choose to deliver cash. As of June 30, 2025, approximately 10.5 million shares of the Company’s Live Nation common stock with a value of $1,587 million were pledged as collateral to the Live Nation Forward Contracts. The Live Nation Forward Contracts allow LNSPV to elect to receive prepayment amounts up to the present value at such time or times of approximately $1.15 billion, in the aggregate, which is intended to provide a source of liquidity, if needed, to satisfy any puts or exchanges of the debentures. Liberty does not intend to cause LNSPV to receive any such prepayment amounts under the Live Nation Forward Contracts unless necessary to cash settle puts or exchanges made by holders of the debentures. The Live Nation Forward Contracts are attributed to the Liberty Live Group. As of June 30, 2025, the holders of the 2.375% Exchangeable Senior Debentures due 2053 will have the ability to exchange their debentures for the period from July 1, 2025 to September 30, 2025, given that the trading value of the reference shares exceeded 130% of the par value for at least twenty of the last thirty trading days in the second quarter of 2025. Given the holders’ ability to exchange the debentures within a one-year period from the balance sheet date and the Company’s option to settle any exchange in cash, shares of Live Nation common stock, or a combination of cash and shares of Live Nation common stock, the 2.375% Exchangeable Senior Debentures due 2053 have been classified as current within the condensed consolidated balance sheets as of June 30, 2025. Live Nation Margin Loan On May 9, 2022, the Live Nation Margin Loan agreement was amended, replacing a delayed draw term loan with a $400 million revolving line of credit, changing the interest rate to the Adjusted Term Secured Overnight Financing Rate (“Term SOFR”) plus Term SOFR Adjustment (0.1%) plus 2.0% and extending the maturity to May 9, 2025. On September 5, 2023, the Live Nation Margin Loan agreement was amended to, among other things, extend the maturity date to September 9, 2026 and change the interest rate to Term SOFR plus 2.0%. The undrawn portion carries a commitment fee of 0.50% per annum. Interest on the margin loan is payable on the last business day of each calendar quarter. As of June 30, 2025, availability under the Live Nation Margin Loan was $400 million. As of June 30, 2025, 9.0 million shares of the Company’s Live Nation common stock with a value of $1,357 million were pledged as collateral to the loan. The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants. The Live Nation Margin Loan is attributed to the Liberty Live Group. Formula 1 Senior Loan Facilities On November 23, 2022, Formula 1 refinanced its previous Term Loan B and revolving credit facility with a new $725 million first lien Term Loan A, a refinanced $1.7 billion Term Loan B and a new $500 million revolving credit facility. On September 19, 2024, Formula 1 refinanced the Term Loan B with a new $1.7 billion Term Loan B and extended the maturities of the approximately $689 million Term Loan A and the $500 million revolving credit facility (collectively, the “Senior Loan Facilities”). The Term Loan A and revolving credit facility mature on September 30, 2029 and the Term Loan B matures on September 30, 2031. As of June 30, 2025, there were no outstanding borrowings under the $500 million revolving credit facility. The margin for the Term Loan B, originally set at 3.25%, stepped down to 3.00% effective May 5, 2023, after a certain leverage test was met as of March 31, 2023. Formula 1 repriced the Term Loan B on October 4, 2023, reducing the margin to 2.25%. On September 19, 2024, the margin for the Term Loan B was reduced to 2.0%, with the potential to permanently step down to 1.75% if a certain leverage test is met after the acquisition of MotoGP. The margin for the Term Loan A and revolving credit facility is between 1.50% and 2.25% depending on leverage ratios, among other things, and was fixed at 1.75% for the first year and reduced to 1.5% effective November 24, 2023. The reference rate for the Term Loan A, Term Loan B and dollar borrowings under the revolving credit facility is Term SOFR. The weighted average interest rate on the Senior Loan Facilities was approximately 6.15% as of June 30, 2025. The Senior Loan Facilities remain non-recourse to Liberty. The Senior Loan Facilities are secured by share pledges and floating charges over Formula 1’s primary operating companies with certain cross guarantees. Additionally, in order to manage the interest rate risk of its $2.4 billion Senior Loan Facilities, Formula 1 had $2.2 billion of interest rate swaps as of June 30, 2025, with a termination date in September 2031 and an early termination date in September 2029, at the option of the counterparty. In connection with the September 19, 2024 refinancing, Formula 1 also marketed an incremental $850 million of Term Loan B funding, which is in addition to an incremental $150 million of commitments to the newly extended Term Loan A obtained in April 2024 (collectively, the “Incremental Term Loans”). The financing of the Incremental Term loans closed on July 1, 2025 and was used to fund a portion of the MotoGP acquisition, as described in note 1. Debt Covenants The Formula 1 Senior Loan Facilities contain certain financial covenants, including a leverage ratio. Additionally, Formula 1’s debt and other borrowings contain certain non-financial covenants. Fair Value of Debt Due to the variable rate nature of the Live Nation Margin Loan and other debt, the Company believes that the carrying amount approximates fair value at June 30, 2025.

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