10-K/APeriod: FY2015

Liberty Media Corp Annual Report (Amendment), Year Ended Dec 31, 2015

Filed April 29, 2016For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) filed its 10-K annual report on April 29, 2016. This filing details the company's corporate governance, executive compensation, and security ownership as of the fiscal year ended December 31, 2015. The report highlights the composition and qualifications of the Board of Directors, led by Chairman John C. Malone and CEO Gregory B. Maffei, both of whom have extensive experience in the media and telecommunications sectors. A significant portion of the filing is dedicated to executive compensation, outlining the philosophy of aligning executive interests with stockholders' through performance-based bonuses and equity awards. The compensation structure for named executive officers, including base salary, bonuses tied to corporate and individual performance, and equity incentives, is detailed, along with perquisites and deferred compensation plans. Furthermore, the report provides insights into the ownership structure of Liberty Media's common stock, identifying major beneficial owners like Berkshire Hathaway and BlackRock, as well as the stock held by management and directors. The compensation committee's practices and the role of external consultants like Mercer are also discussed, alongside information on director fees and equity grants. The filing also includes details on principal accountant fees and services from KPMG LLP, underscoring the company's commitment to transparency and robust governance.

Financial Highlights

45 data points
Beta

Revenue

$4.79B

Net Income

$64.00M

1.3% Net Margin

EPS (Diluted)

$0.19

Total Assets

$29.80B

Cash & Equivalents

$201.00M

Free Cash Flow

$1.23B

Financial Statements
Beta
Revenue$4.79B
SG&A Expenses$861.00M
Operating Expenses$3.84B
Operating Income$954.00M
Interest Expense$328.00M
Net Income$64.00M
EPS (Basic)$0.19
EPS (Diluted)$0.19
Shares Outstanding (Basic)338.00M
Shares Outstanding (Diluted)340.00M

Key Highlights

  • 1The Board of Directors is comprised of nine directors, divided into three classes, with key leadership roles held by Chairman John C. Malone and CEO Gregory B. Maffei.
  • 2Executive compensation is designed to align with stockholder interests through performance-based bonuses and equity incentives, with a positive reception from stockholders on the pay philosophy.
  • 3The company utilizes a structured bonus program that considers both individual performance and corporate financial metrics (Adjusted OIBDA, revenue, free cash flow) for named executive officers.
  • 4Equity incentive awards, primarily stock options and restricted stock units, are a significant component of executive compensation, with a focus on long-term retention and value creation.
  • 5Major shareholders include Berkshire Hathaway and BlackRock, holding substantial percentages of the company's various common stock classes (LMCA, LMCB, LMCK).
  • 6Directors receive a combination of cash fees and equity awards, with annual fees and committee stipends detailed, alongside new stock ownership guidelines adopted in March 2016.
  • 7KPMG LLP served as the principal accountant, providing audit and related services, as well as tax services, with fees and the company's pre-approval policy for such services outlined.

Frequently Asked Questions

Liberty Media's executive compensation strategy is primarily focused on aligning the interests of its named executive officers with those of its stockholders. This is achieved through a compensation philosophy that emphasizes performance-based bonuses and equity incentive awards, aiming to motivate executives to increase long-term stockholder value.

As of February 29, 2016, significant beneficial owners of Liberty Media's stock included Berkshire Hathaway, holding substantial stakes in LMCA and LMCK, and BlackRock, Inc., with significant holdings across LMCA, LMCB, and LMCK.

Non-employee directors receive an annual fee, which includes a cash component and a portion paid in restricted shares or options. Additional fees are provided for committee service, particularly for the audit committee. The company also adopted stock ownership guidelines requiring directors to own stock valued at three times their annual cash retainer.

The 2015 performance-based bonus program for named executive officers (excluding Mr. Malone) comprised two components: an Individual Performance Bonus and a Corporate Performance Bonus. A minimum corporate performance threshold (combined Adjusted OIBDA exceeding $500 million) had to be met to fund the bonus pool. Bonuses were calculated based on a percentage of the amount exceeding the threshold, with individual and corporate performance metrics influencing the final payout.