<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the quarterly period ended MAY 31, 2000

                                                            OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                    to

Commission file number: 0-1461


                          LIBERTY LIVEWIRE CORPORATION
             (Exact name of registrant as specified in its charter)


         DELAWARE                                         13-1679856
(State or other jurisdiction                (I.R.S. Employer Identification No.)
    of incorporation)

                900 N. SEWARD STREET, HOLLYWOOD, CALIFORNIA        90038
               (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (323) 962-5304

Former name of registrant:  THE TODD-AO CORPORATION

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
           Yes       X          No
                 --------          --------

The number of shares of common stock outstanding at July 1, 2000 was: 4,361,143
Class A Shares and 23,156,666 Class B Shares.

<PAGE>


LIBERTY LIVEWIRE CORPORATION
(formerly the Todd-AO Corporation)

QUARTERLY REPORT ON FORM 10-Q

May 31, 2000

INDEX
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                              <C>
PART I - FINANCIAL INFORMATION

  Item 1- FINANCIAL STATEMENTS

     The following financial statements are filed herewith:

          Condensed Consolidated Balance Sheets, May 31, 2000
                 (Unaudited) and August 31, 1999                                                        3

          Condensed Consolidated Statements of Income and Retained Earnings for the
                 Nine and Three Months Ended May 31, 1999 and May 31, 2000 (Unaudited)                  5

          Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
                 May 31, 1999 and May 31, 2000 (Unaudited)                                              6

          Notes to Condensed Consolidated Financial Statements for the Nine Months
                 Ended May 31, 2000 (Unaudited)                                                         8

  Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                               12


PART II - OTHER INFORMATION

  Item 1 - Legal Proceedings                                                                           15

  Item 6 - Exhibits and Reports on Form 8-K                                                            15

           Signature                                                                                   15

</TABLE>


                                       2
<PAGE>


                          LIBERTY LIVEWIRE CORPORATION
                       (FORMERLY THE TODD-AO CORPORATION)

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


                                     ASSETS

<TABLE>
<CAPTION>

                                                                                    AUGUST 31,      MAY 31,
                                                                                  -------------  -------------
                                                                                      1999           2000
                                                                                                  (UNAUDITED)
                                                                                  -------------  -------------
<S>                                                                              <C>             <C>
CURRENT ASSETS:
Cash and cash equivalents..............................................               $   9,739      $   9,437
Marketable securities..................................................                   1,317            423
Trade receivables
   (net of allowance for doubtful accounts of $1,215 at
   August 31, 1999 and $1,239 at May 31, 2000) ........................                  18,169         21,473
Income tax receivable..................................................                     634          1,128
Inventories (first-in first-out basis).................................                     856            715
Deferred income taxes..................................................                     755            855
Prepaid deposits and other.............................................                   3,005          3,083
                                                                                  -------------  -------------
Total current assets...................................................                  34,475         37,114
                                                                                  -------------  -------------
INVESTMENTS............................................................                     892          7,838
                                                                                  -------------  -------------
PROPERTY AND EQUIPMENT - At Cost:
Land...................................................................                   4,270          4,270
Buildings..............................................................                  17,688         17,418
Leasehold improvements.................................................                  18,603         19,573
Lease acquisition costs................................................                   2,187          2,187
Equipment..............................................................                  79,651         89,899
Equipment under capital leases.........................................                   1,151          1,151
Construction in progress...............................................                   4,803          1,244
                                                                                  -------------  -------------
Total..................................................................                 128,353        135,742
Accumulated depreciation and amortization..............................                 (48,305)       (57,876)
                                                                                  -------------  -------------
Property and equipment - net...........................................                  80,048         77,866
                                                                                  -------------  -------------
GOODWILL
   (net of accumulated amortization of $2,875 at
   August 31, 1999 and $3,891 at May 31, 2000).........................                  33,875         32,649
                                                                                  -------------  -------------
OTHER ASSETS...........................................................                   3,890          4,662
                                                                                  -------------  -------------
TOTAL..................................................................               $ 153,180     $  160,129
                                                                                  =============  =============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>


                          LIBERTY LIVEWIRE CORPORATION
                       (FORMERLY THE TODD-AO CORPORATION)

                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                             (DOLLARS IN THOUSANDS)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                 AUGUST 31,          MAY 31,
                                                                              ---------------    ---------------
                                                                                    1999             2000
                                                                                                  (UNAUDITED)
                                                                              ----------------   ---------------
<S>                                                                         <C>                  <C>
  CURRENT LIABILITIES:
  Accounts payable......................................................            $    5,465        $    3,925
  Accrued liabilities:
     Payroll and related taxes..........................................                 3,089             4,260
     Interest...........................................................                   762               518
     Equipment lease....................................................                 1,588             1,501
     Other..............................................................                 4,706             3,313
       Income taxes payable.............................................                 2,247               482
  Current maturities of long-term debt..................................                   979               300
  Capitalized lease obligations - current...............................                   336               318
  Deferred income.......................................................                   914             1,048
                                                                              ----------------   ---------------


  Total current liabilities.............................................                20,086            15,665
                                                                              ----------------   ---------------


  LONG-TERM DEBT........................................................                65,520            61,210
  DEFERRED COMPENSATION AND OTHER.......................................                 1,439             1,274
  DEFERRED GAIN ON SALE/LEASEBACK TRANSACTIONS..........................                 4,046             3,490
  DEFERRED INCOME TAXES.................................................                 3,254             4,205
                                                                              ----------------   ---------------

  Total liabilities.....................................................                94,345            85,844
                                                                              ----------------   ---------------


  COMMITMENTS AND CONTINGENCIES

  STOCKHOLDERS' EQUITY:
  Common Stock:
     Class A; authorized 30,000,000 shares of $0.01 par value; issued 8,124,333
     at August 31, 1999 and 9,102,722 at
      May 31, 2000......................................................                    82                91
     Class B; authorized 6,000,000 shares of $0.01 par value;
     issued and outstanding 1,747,178...................................                    17                17
  Additional capital....................................................                37,887            47,865
  Treasury stock (6,000 shares at cost as of August 31, 1999
      and May 31, 2000).................................................                   (47)              (47)
  Retained earnings.....................................................                21,432            20,887
  Accumulated other comprehensive income (loss) ........................                  (536)            5,472
                                                                              ----------------   ---------------


  Total stockholders' equity............................................                58,835            74,285
                                                                              ----------------   ---------------

  TOTAL.................................................................
                                                                                   $   153,180       $   160,129
                                                                              ================   ===============

</TABLE>

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>


                          LIBERTY LIVEWIRE CORPORATION
                       (FORMERLY THE TODD-AO CORPORATION)

        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
  FOR THE NINE AND THREE MONTHS ENDED MAY 31, 1999 AND MAY 31, 2000 (UNAUDITED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>


                                                                           NINE MONTHS                THREE MONTHS
                                                                   -------------------------- ---------------------------
                                                                      1999          2000          1999           2000
                                                                   ------------  ------------  ------------  -------------
                                                                     RESTATED
<S>                                                               <C>           <C>           <C>          <C>

REVENUES ...................................................... $     90,428    $     96,504    $     28,093    $     31,829
                                                                ------------    ------------    ------------    ------------
COSTS AND EXPENSES:
Operating costs and other expenses ............................       73,050          79,281          23,457          26,937
Depreciation and amortization .................................        9,735          11,060           3,364           3,762
Interest ......................................................        2,454           3,745             836           1,247
Equipment lease expense - net .................................          908           2,081             488             672
Other expense (income) - net ..................................         (895)          1,188            (192)            911
                                                                ------------    ------------    ------------    ------------
Total costs and expenses ......................................       85,252          97,355          27,953          33,529
                                                                ------------    ------------    ------------    ------------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND CHANGE IN
  ACCOUNTING PRINCIPLE ........................................        5,176            (851)            140          (1,700)
PROVISION FOR INCOME TAXES ....................................        1,749            (306)             78            (590)
                                                                ------------    ------------    ------------    ------------
INCOME (LOSS) BEFORE CHANGE IN
   ACCOUNTING PRINCIPLE .......................................        3,427            (545)             62          (1,110)
CHANGE IN ACCOUNTING PRINCIPLE,
   NET OF INCOME TAXES OF $150 ................................         (293)           --              --              --
                                                                ------------    ------------    ------------    ------------
NET INCOME (LOSS) .............................................        3,134            (545)   $         62    $     (1,110)
                                                                                                ============    ============

RETAINED EARNINGS BEGINNING OF PERIOD .........................       20,538          21,432
LESS: DIVIDENDS PAID...........................................         (419)             --
                                                                ------------    ------------

RETAINED EARNINGS END OF PERIOD ............................... $     23,253    $     20,887
                                                                ============    ============
NET INCOME (LOSS) PER COMMON SHARE:
Net income (loss) available to common stockholders ............ $      3,134    $       (545)   $         62    $     (1,110)
Effect of dilutive securities:  5% convertible debentures .....          191              --              62              --
                                                                ------------    ------------    ------------    ------------

Net income (loss) available to common stockholders
   plus assumed conversions ................................... $      3,325    $       (545)   $        124    $     (1,110)
                                                                ============    ============    ============    ============


WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC ........................................    9,489,372      10,383,354       9,455,280      10,816,977
Effect of dilutive securities:
   Stock options ..............................................      349,902              --         288,319              --
   5% convertible debentures ..................................      661,453              --         643,341              --
                                                                ------------    ------------    ------------    ------------

WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED ......................................   10,500,727      10,383,354      10,386,940      10,816,977
                                                                ------------    ------------    ------------    ------------

NET INCOME (LOSS) PER COMMON SHARE:
   Income (loss) before change in
      accounting principle - Basic ............................ $       0.36    $      (0.05)   $       0.01    $      (0.10)
   Change in accounting principle .............................        (0.03)             --              --
                                                                ------------    ------------    ------------    ------------
   Net income (loss) - Basic .................................. $       0.33    $      (0.05)   $       0.01    $      (0.10)
                                                                ============    ============    ============    ============
   Income (loss) before change in
      accounting principle - Diluted .......................... $       0.34    $      (0.05)   $       0.01    $      (0.10)
   Change in accounting principle .............................        (0.03)             --              --              --
                                                                ------------    ------------    ------------    ------------
   Net income (loss) - Diluted ................................ $       0.31    $      (0.05)   $       0.01    $      (0.10)
                                                                ============    ============    ============    ============
</TABLE>


            See notes to condensed consolidated financial statements.

                                       5
<PAGE>


                          LIBERTY LIVEWIRE CORPORATION
                       (FORMERLY THE TODD-AO CORPORATION)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE NINE MONTHS ENDED MAY 31, 1999 AND MAY 31, 2000 (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>


                                                                      1999           2000
                                                                  -------------  -------------
                                                                    RESTATED
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) ............................................   $  3,427    $   (545)
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization .............................      9,735      11,060
      Deferred income taxes ....................................         22         830
     Deferred compensation and other ...........................       (229)       (130)
     Foreign currency exchange rate ............................         --         263
     Amortization of deferred gain on
         sale/leaseback transaction ............................     (1,856)       (556)
     (Gain) on sale of marketable securities
         and investments .......................................         --        (391)
      (Gain) on disposition of fixed assets ....................       (253)         (3)
     Changes in assets and liabilities (net of acquisitions):
        Trade receivables, net .................................     (1,563)     (3,407)
        Inventories and other current assets ...................      1,094          34
        Accounts payable and accrued liabilities ...............     (1,936)     (1,933)
           Accrued equipment lease .............................        182         (81)
        Income taxes payable, net ..............................        606      (2,219)
        Provision for liabilities ..............................       (836)        (24)
        Deferred income ........................................         45         151
                                                                   --------    --------
Net cash flows provided by operating activities ................      8,438       3,049
                                                                   --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of marketable securities and investments ............        (91)      1,219
  Proceeds from sale of marketable securities
     and investments ...........................................         --       1,381
  Proceeds from disposition of fixed assets ....................        370          23
  Capital expenditures .........................................    (20,023)     (8,317)
  Purchase of 50% investment in 103 Estudio, S.L ...............         --      (1,891)
  Other assets .................................................       (409)       (774)
                                                                   --------    --------
Net cash flows (used in) investing activities ..................   $(20,153)   $ (8,359)
                                                                   --------    --------
</TABLE>

                                       6

<PAGE>


                          LIBERTY LIVEWIRE CORPORATION
                       (FORMERLY THE TODD-AO CORPORATION)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE NINE MONTHS ENDED MAY 31, 1999 AND MAY 31, 2000 (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
                                   (CONTINUED)

<TABLE>
<CAPTION>

                                                        1999          2000
                                                    -------------  ------------
                                                      RESTATED
<S>                                                 <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings of long-term debt .....................   $ 22,206    $  5,148
  Payments of long-term debt .......................     (9,436)     (2,436)
  Payments on capital lease obligations ............        (80)        (18)
  Proceeds from sale/leaseback transaction .........      8,500          --
  Proceeds from issuance of common stock ...........        206       2,388
  Treasury stock transactions ......................     (1,195)         --
  Dividends paid ...................................       (443)         --
                                                       --------    --------



Net cash flows provided by financing activities ....     19,758       5,082
   Effect of exchange rate changes on cash .........         --         (74)
                                                       --------    --------



 NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS ............................        883        (302)
CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD .............................      5,127       9,739
                                                       --------    --------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD ...................................   $  6,010    $  9,437
                                                       ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:

  Interest .........................................   $    736    $  3,913
                                                       ========    ========

  Income taxes .....................................   $    860    $      0
                                                       ========    ========

</TABLE>

            See notes to condensed consolidated financial statements.


                                       7
<PAGE>


LIBERTY LIVEWIRE CORPORATION
(formerly the Todd-AO Corporation)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2000 (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
If complete notes were to accompany these statements they would be substantially
in the same form as those to the Company's Financial Statements for the Year
Ended August 31, 1999. In addition the following notes are applicable:

1.   In the opinion of management for the Company, all adjustments (which
     comprise only normal recurring accruals) necessary for a fair presentation
     of the results of operations have been included.

     These condensed consolidated financial statements contain only information
     with respect to Liberty Livewire Corporation (formerly The Todd-AO
     Corporation) and do not reflect any activities with respect to the
     acquisition by Liberty Media Group of a controlling interest in the Company
     or of the post-merger business combination with Four Media Company referred
     to in Note 10 herein.

2.   The condensed consolidated financial statements include the Company and its
     wholly owned subsidiaries.

3.   During fiscal year 1999, the Company adopted the Statements of Position
     (SOP) No. 98-5, "Reporting on the Costs of Start-Up Activities". The effect
     of the adoption was to record an expense, net of tax, of $293 in 1999. The
     quarter ended November 30, 1998 has been restated to reflect this change.
     The restatement had no impact on previously reported income before change
     in accounting principle.

4.   Basic earnings per share ("EPS") excludes dilution and is computed by
     dividing income available to common shareholders by the weighted average
     number of common shares outstanding for the period. Diluted EPS reflects
     the potential dilution that could occur if securities or other contracts to
     issue common stock were exercised or converted into common stock. When
     dilutive, stock options are included as share equivalents in computing
     diluted earnings per share using the treasury stock method.

5.   In June 1999 all of the issued and outstanding shares of Sound One
     Corporation ("Sound One"), a New York corporation, were acquired by the
     Company through a Merger Agreement signed June 8, 1999. Todd-AO East, Inc.,
     an indirect wholly owned subsidiary of the Company, was merged into Sound
     One extinguishing all of the issued and outstanding shares of common stock
     of Sound One in exchange for a cash consideration of $11.50 per share. In
     consideration of the purchase, the Company paid $11,962 in cash for the
     common stock and an additional $353 in cash for costs incurred in
     connection with the acquisition. In addition, $800 is represented by
     non-compete agreements. Sound One is the leading post production sound
     facility in New York servicing the entertainment industry.

     The acquisition is being accounted for under the purchase method of
     accounting. The following unaudited pro forma consolidated financial
     information for the nine months ended May 31, 1999 is presented as if the
     acquisition had occurred on September 1, 1998. Pro forma adjustments for
     Sound One are primarily for amortization of goodwill and non-compete
     agreements, changes in executive compensation, depreciation adjustments,
     interest expense on borrowings in connection with the acquisition, and
     income taxes.


                                       8
<PAGE>

<TABLE>
<CAPTION>

                                                          1999
                                                       ----------
<S>                                                 <C>
Revenues ..........................................   $   100,894
                                                      ===========

Net income before change in accounting principle ..   $     3,795
                                                      ===========

Net income ........................................   $     3,502
                                                      ===========
Net income per common share - before change in
   accounting principle - Basic ...................   $      0.40
                                                      ===========

Net income per common share - Basic ...............   $      0.37
                                                      ===========

Net income per common share - before change in
   accounting principle - Diluted .................   $      0.38
                                                      ===========

Net income per common share - Diluted .............   $      0.35
                                                      ===========
</TABLE>


6.   In December 1998, November 1997 and December 1994 the Company signed
     agreements with its bank to implement the sale/leaseback of certain
     equipment. The agreements, as amended, terminate on December 30, 2005,
     December 1, 2002 and December 30, 2000, respectively, and are being treated
     as operating leases for financial statement purposes. On December 30, 1998,
     November 3, 1997 and December 30, 1994 an aggregate of $8,809, $8,500 and
     $11,218, respectively, of sound studio and video equipment was sold and
     leased back. The total deferred gain on the transactions to be amortized
     over five to seven years is $12,525. The annual lease cost currently is
     approximately $3,350.

     The net equipment lease expense is as follows for the nine months ended:

<TABLE>
<CAPTION>

                                                                    MAY 31,        MAY 31,
                                                                 -------------  --------------
                                                                     1999           2000
                                                                 -------------  --------------
<S>                         <C>    <C>
Equipment lease costs.........................................       $   2,764       $   2,637
Amortization of deferred gain on sale of equipment............          (1,856)           (556)
                                                                 -------------  --------------

Equipment lease expense, net..................................        $    908       $   2,081
                                                                 =============  ==============

</TABLE>


     In December 2000, one of the Company's sale/leaseback agreements is
     maturing. In fiscal year 1999, the Company exercised its option to purchase
     for $5,699 the equipment currently being leased under this agreement. The
     purchase price exceeds the equipment's estimated fair value, as determined
     by an independent valuation, by approximately $788. The Company recorded a
     pre-tax loss on equipment lease commitments in this amount during the
     fiscal year ended August 31, 1999.

7.   In September 1998, the Company adopted a stock repurchase program under
     which 2,300,000 shares could be purchased from time to time in the open
     market or in private transactions. As of May 31, 2000, 1,621,756 shares had
     been repurchased. 1,555,303 of these shares have been cancelled and
     returned to authorized but unissued status. 60,453 of these shares were
     transferred to the Company's 401(k) plan. Purchases under this program were
     discontinued in April 1999.

     In connection with the acquisition of Hollywood Digital, the Company issued
     convertible subordinated notes. In November 1999, the Company exercised its
     right to convert the existing Hollywood Digital notes (totaling $7,599) and
     in December 1999 converted the notes to 643,327 shares of Todd-AO Class A
     common stock.


                                       9
<PAGE>


8.   In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
     "Reporting Comprehensive Income." The Company adopted SFAS No. 130
     beginning in the first quarter of fiscal 1999. Comprehensive income is
     defined as all changes in shareholders' equity, except those resulting from
     investments by or distributions to shareholders. The Company's
     comprehensive income is as follows for the nine months ended:

<TABLE>
<CAPTION>


                                                MAY 31,        MAY 31,
                                             -------------- --------------
                                                   1999            2000
                                             --------------  -------------
<S>                                          <C>            <C>
Net income ..................................   $ 3,427       $  (545)
Unrealized gain on marketable securities
   and long-term investments ................        41         9,799
Less: Classification adjustment for gains
   included in net income ...................        --          (224)
Foreign currency translation adjustments ....      (153)          263
Tax effect on other comprehensive income ....       (76)       (3,395)
                                                -------       -------


Comprehensive income ........................   $ 3,239       $ 5,898
                                                =======       =======
</TABLE>


9.   The Company adopted SFAS No. 131, "Disclosures About Segments of an
     Enterprise and Related Information," for its fiscal year ended August 31,
     1999, which changed the way the Company reports information about its
     operating segments. The Company's business units have been aggregated into
     two reportable operating segments: sound and video services. The Other
     column includes corporate related items and income and expenses not
     allocated to reportable segments. The Company's reportable operating
     segments have been determined in accordance with the Company's internal
     management structure, which is organized based on operating activities. The
     Company evaluates performance based upon several factors, including segment
     income (loss) before income taxes, interest, depreciation and amortization
     of intangibles.

     Summarized financial information concerning the Company's reportable
     segments is shown in the following tables:

<TABLE>
<CAPTION>


                                              SOUND       VIDEO
                                            SERVICES     SERVICES      OTHER       TOTAL
                                           ----------  -----------  ----------  -----------
<S>                                      <C>          <C>          <C>         <C>
NINE MONTHS ENDED
   MAY 31, 1999:

   Revenues ..............................   $30,698   $59,730       $    --    $ 90,428
   Income before income taxes,
      interest, depreciation and
      amortization of intangibles ........     2,940    14,251           174      17,365
   Identifiable assets ...................    30,682    75,308         2,746     108,736
   Intangible assets, net ................        --    28,281            --      28,281
   Capital expenditures ..................     3,144    16,879            --      20,023
   Depreciation expense ..................     1,687     7,132            --       8,819

NINE MONTHS ENDED
   MAY 31, 2000:

   Revenues ..............................   $35,950   $60,554       $    --    $ 96,504

   Income (loss) before income taxes,
      interest, depreciation and
      amortization of intangibles ........        60    14,974        (1,080)     13,954
   Identifiable assets ...................    40,597    77,062         9,821     127,480
   Intangible assets, net ................     6,972    25,677            --      32,649
   Capital expenditures ..................     2,962     5,355            --       8,317
   Depreciation expense ..................     2,252     7,777            --      10,029

</TABLE>

                                       10
<PAGE>


     The following table reconciles segment income before income taxes,
     interest, depreciation and amortization of intangibles to the Company's
     consolidated net income:

<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED
                                                     ------------------------------
                                                         MAY 31,         MAY 31,
                                                     --------------  --------------
                                                          1999            2000
                                                     --------------  --------------
<S>                                                  <C>            <C>
Income before income taxes, interest,
   Depreciation and amortization of intangibles ....   $   17,365    $   13,954
Amortization of intangibles ........................          916         1,031
Interest expense ...................................        2,454         3,745
Depreciation .......................................        8,819        10,029
Provision for income taxes .........................        1,749          (306)
                                                       ----------    ----------

Net income before change in accounting principle ...        3,427          (545)
Change in accounting principle, net ................         (293)           --
                                                       ----------    ----------
Net income .........................................   $    3,134    $     (545)
                                                       ==========    ==========

</TABLE>


10.  On June 9, 2000, the Company's stockholders approved the acquisition by
     Liberty Media Group of a controlling interest in Todd-AO (and related
     merger proposals), voted in favor of the Company's post-merger business
     combination with Four Media Company, and allowed the change of Todd-AO's
     name to Liberty Livewire Corporation. In the transaction, each issued and
     outstanding share of Todd-AO Common Stock was converted into the right to
     receive 0.4 of a share of Class A Liberty Livewire Common Stock and 0.5 of
     a share of Class A Liberty Media Group Stock. Subsequent to the stockholder
     meeting, the merger and change in name became effective immediately upon
     the filing of an Amended Certificate of Incorporation and Certificate of
     Merger. The post-merger business combination with Four Media Company was
     completed on June 9, 2000, and provided for the acquisition by the Company
     from Liberty Media Group of 100% of the capital stock of Four Media Company
     in exchange for 16,614,952 shares of the Company's Class B common stock.

     On June 9, 2000 and in connection with Liberty Media's acquisition of a
     controlling interest in the Company, the Company amended its bank credit
     facility and certain sale/leaseback agreements to allow Robert Naify,
     Marshall Naify, and Salah M. Hassanein to relinquish their aggregate
     control of more than 20% of the capital stock and more than 50% of the
     voting power of the Company to Liberty Media. In connection with the
     Company's post-merger acquisition of Four Media Company ("4MC"), the
     Company also obtained a written waiver which allowed the exclusion of 4MC's
     existing indebtedness from certain covenants and restrictions under the
     credit agreement and confirmed the existing indebtedness of 4MC as
     non-recourse to the Company and its subsidiaries.

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<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
         (DOLLARS IN THOUSANDS, EXCEPT AMOUNTS PER SHARE)

1.   Material Changes in Financial Condition

     Under a new long-term credit agreement dated June 30, 1999 and expiring on
     May 31, 2004, the Company may borrow up to $80,000 in revolving loans until
     May 31, 2002. On that date and thereafter, the revolving loan commitment
     will reduce incrementally to nil by the expiration of the agreement. Prior
     to May 31, 2002 the Company may request an automatic extension of the
     revolving period of the facility for one year that will also extend the
     term period and the expiration date of the agreement. Prior to December 31,
     2000 the Company may make a one-time request to increase the credit line by
     up to $20,000. Such increase is at the sole discretion of the Banks;
     however, the Company has the option to bring a new bank to the syndicate,
     thereby avoiding the Banks' discretion. In addition to the revolving loans,
     the Company also has the availability of standby Letters of Credit up to
     $20,000 under the facility. The credit facility provides for borrowings
     based on the Bank's Reference, CD, and LIBOR rates. The facility
     includes commitment fees on the unused balance of the credit facility.
     Other material restrictions include: the Fixed Charge Coverage Ratio may
     not be less than 1.25:1; Other Indebtedness (excluding up to $35,000 in
     Capital or Off Balance Sheet Leases, the convertible subordinated notes
     issued in the Hollywood Digital acquisition, non-recourse debt up to
     $50,000 of less than 100% owned Joint Ventures, $5,000 in purchase money
     mortgage financing and the existing TeleCine mortgage debt for the
     Charlotte Street property) may not exceed $10,000; Leverage Ratio is not
     to exceed 4:1 through May 31, 2001 (decreasing thereafter); Net Worth is
     not to be less than $54,000 plus net proceeds from issuance of equity
     plus 50% of consolidated net income subsequent to May 31, 1998
     (excluding the effect of stock repurchases up to $3,000 from the closing
     date through the fiscal year ending August 31, 2000). The Company is in
     compliance with its covenants.

     In January 1998 the Company entered into a three-year interest rate swap
     agreement for a notional amount of $10,000 to hedge the impact of
     fluctuations in interest rates on its floating rate credit facility. Under
     the agreement, the Company is obligated to pay 5.65% in exchange for
     receiving three-month LIBOR on the notional amount. Settlements are
     quarterly and the contract expires in March 2001.

     Through August 31, 1999 the Company has signed three agreements with its
     bank to implement the sale/leaseback of certain equipment. An aggregate of
     $28,527 of sound studio and video equipment has been sold and leased back.
     The agreements, as amended, terminate on December 30, 2000, December 1,
     2002 and December 30, 2005. All the agreements provide for interest based
     on LIBOR rates.

     The credit facilities are available for general corporate purposes, capital
     expenditures and acquisitions. Management believes that funds generated
     from operations, proceeds from the sale/leaseback agreements and the
     borrowings available under the restated credit facility will be sufficient
     to meet the needs of the Company at least through the next twelve months.

     In June 1997, the Company used $15,760 under its credit facility to acquire
     the assets of Hollywood Digital. In May 1998, the Company used $14,000 to
     fund a substantial portion of the TeleCine acquisition. In June 1999,
     $11,962 was used to fund the Sound One acquisition. In September 1999,
     $2,084 was used to acquire a 50% interest in a Barcelona-based sound
     facility named 103 Estudio, S.L. As of May 31, 2000, the Company had
     $55,574 outstanding under the credit facility, which has been used
     principally to fund the acquisitions described and for capital
     expenditures.

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<PAGE>


     The Company has exercised its option to purchase for $5,699 the equipment
     currently being leased under the sale/leaseback transaction maturing in
     December 2000. The purchase will be funded by borrowings under credit
     facilities.

     In December 1999, the Company converted subordinated notes totaling $7,599
     issued in connection with the Hollywood Digital acquisition into 643,327
     shares of Todd-AO Class A common stock.

     The Company expects capital expenditures of approximately $14,000 for its
     Los Angeles, Santa Monica, New York City, Atlanta and London facilities in
     fiscal 2000. These capital expenditures will be financed by internally
     generated funds and borrowings under credit facilities.

     The Company does not believe that it is currently exposed to any material
     foreign exchange rate risk and, at present, does not have a policy for
     managing such risk beyond the utilization of local currency borrowings to
     fund foreign acquisitions whenever possible.

2.   Material Changes in Results of Operations

     NINE MONTHS ENDED MAY 31, 2000 COMPARED TO NINE MONTHS ENDED MAY 31, 1999

     Revenues increased $6,076 or 6.72% from $90,428 to $96,504. Increases in
     revenue due to the acquisition of Sound One in June 1999 ($8,271) were
     offset by lower utilization and activity in the Company's other sound
     services divisions ($3,019) while the Company's video services divisions
     increased revenues by $823.

     Operating costs and other expenses increased $6,231 or 8.53% from $73,050
     to $79,281. Cost increases related to the acquisition of Sound One ($6,908)
     were primarily responsible for the increase while the costs in the
     Company's other sound and video divisions remained relatively flat.

     Depreciation and amortization increased $1,325 or 13.61% due to the
     equipment and goodwill acquired with the Sound One acquisition and the
     Company's capital expenditures.

     Interest expense increased $1,291 or 52.61% primarily due to the Sound One
     acquisition financing.

     Net equipment lease expense increased $1,173 primarily as a result of the
     sale/leaseback to the Company's financial institution of certain equipment
     in December 1998.

     Net other expense increased $2,083 primarily due to costs incurred to date
     in connection with the Liberty Media Corporation merger transaction
     ($1,723).

     As a result of the above, income before taxes and net change in accounting
     principle decreased $6,027 from $5,176 to a loss of $851 and net income
     before change in accounting principle decreased $3,972 from $3,427 to a
     loss of $545.

     The Company elected early adoption of Statements of Position No. 98-5,
     "Reporting on the Costs of Start-Up Activities" in the prior year and
     reported the cumulative effect of a change in accounting principle, as
     described in Accounting Principles Board Opinion No. 20, in the amount of
     $293, net of income tax benefit in the amount of $150.

     As a result of the above, net income after net change in accounting
     principle decreased $3,680 from $3,135 to a loss of $545.

                                       13
<PAGE>


     THREE MONTHS ENDED MAY 31, 2000 COMPARED TO THREE MONTHS ENDED MAY 31, 1999

     Revenues increased $3,736 or 13.3% from $28,093 to $31,829. Increases in
     revenue due to the acquisition of Sound One in June 1999 ($2,464) were
     augmented by higher utilization and activity in the Company's other sound
     services divisions ($1,126) while the Company's video services divisions
     remained flat, increasing revenues by $145.

     Operating costs and other expenses increased $3,480 or 14.84% from $23,457
     to $26,937. Cost increases related to the acquisition of Sound One ($2,289)
     were augmented by cost increases in the Company's other sound and video
     divisions as a result of the revenue increases described above.

     Depreciation and amortization increased $398 or 11.83% primarily due to the
     equipment and goodwill acquired with the Sound One acquisition.

     Interest expense increased $411 or 49.16% primarily due to the Sound One
     acquisition financing.

     Net equipment lease expense increased $184 primarily as a result of the
     sale/leaseback to the Company's financial institution of certain equipment
     in December 1998.

     Net other expense increased $1,103 due to costs incurred in the current
     quarter in connection with the Liberty Media Corporation merger transaction
     ($931) and to the reduction of expenses in connection with the Company's
     loss on the sale of assets reported in the prior period.

     As a result of the above, income before taxes decreased $1,840 from $140 to
     a loss before taxes of $1,700 and net income decreased $1,172 from $62 to a
     net loss of $1,110.

     MATERIAL CHANGES IN CASH FLOWS

     For the nine months ended May 31, 2000, the Company generated $3,049 in
     cash from operating activities compared to $8,438 in 1999. A net loss of
     $545 adjusted for depreciation and net amortization of $10,504 provided
     cash of $9,959 in 2000 compared to $11,306 in 1999. Trade receivables
     increased $3,407 in 2000 compared to $1,563 in 1999. Decreases in accounts
     payable and other liabilities were $4,257 in 2000 compared to $939 in 1999.
     Cash provided by operations was utilized primarily to pay down accounts
     payable and other liabilities and to fund trade receivables in 2000 and
     cash provided by operations was utilized primarily to fund capital
     expenditures in 1999.

     Net borrowings from the Company's credit facility of $2,712 supplemented by
     net cash generated from the sale of marketable securities and the cash
     proceeds from issuing common stock totaling $4,988 were also used to
     acquire a 50% interest in a Barcelona-based sound facility named 103
     Estudio, S.L. for $1,891 and to reinvest in capital assets of the Company.

     FORWARD LOOKING STATEMENTS

     When used in this document, the words "believes," "expects," "anticipates,"
     "intends" and similar expressions are intended to identify forward looking
     statements. Such statements are subject to a number of known risks and
     uncertainties. Actual results in the future could differ materially from
     those described in the forward looking statements. Such risks and
     uncertainties include, but are not limited to, industry-wide market factors
     such as the timing of, and spending on, feature film and television
     programming production, foreign and domestic television advertising, and
     foreign and domestic spending by broadcasters, cable companies and
     syndicators on first run and existing content libraries. In addition, the
     failure of the company to maintain relationships with key customers and
     certain key personnel, more rapid than expected technological obsolescence,
     and failure to integrate acquired operations in expected time frames could
     also cause actual results to differ materially from those described in
     forward looking statements.

                                       14
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is involved in litigation and similar claims incidental to the
     conduct of its business. None of the pending actions is likely to have a
     material adverse impact on the Company's financial position or results of
     operations.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a).   (1)  A report on Form 8-K was filed on June 9, 2000 disclosing an
                    announcement by Todd-AO Corporation and Liberty Media Group
                    regarding changes in a previously announced transaction with
                    SoundDelux Entertainment Group, Inc.
               (2)  A report on Form 8-K was filed on June 13, 2000 disclosing a
                    change in control of Registrant, an announcement that
                    Todd-AO Corporation had changed its name to Liberty Livewire
                    Corporation, the completion of its previously announced
                    transaction with Liberty Media Group and the acquisition of
                    100% of the capital stock of Four Media Company.
               (3)  Exhibit 27 Financial Data Schedule.





                                    SIGNATURE


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 LIVEWIRE CORPORATION
                                            (formerly the Todd-AO Corporation)



       JULY 14, 2000                        /s/ JEFFERY J. MARCKETTA
--------------------------------           -------------------------------------
         Date                                   Jeffery J. Marcketta
                                                Chief Financial Officer


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