Annual REPORT Proxy STATEMENT 2019 2018 Annual REPORT Proxy STATEMENT LETTER TO SHAREHOLDERS STOCK PERFORMANCE INVESTMENT SUMMARY PROXY STATEMENT FINANCIAL INFORMATION CORPORATE DATA ENVIRONMENTAL STATEMENT Certain statements in this Annual Report constitute forward-looking • changes in the nature of key strategic relationships with partners, statements within the meaning of the Private Securities Litigation Reform vendors and joint venturers; Act of 1995, including statements regarding our business, product and • general economic and business conditions and industry trends; marketing strategies and initiatives; new service offerings; revenue and subscriber growth at Sirius XM Holdings Inc. (“SIRIUS XM”); the • consumer spending levels, including the availability and amount of recoverability of our goodwill and other long-lived assets; the performance individual consumer debt; of our equity affiliates; our projected sources and uses of cash; the • rapid technological changes; payment of dividends by SIRIUS XM; the expected benefits of SIRIUS XM’s acquisition of Pandora; the continuation of our stock repurchase program; • impairments of third-party intellectual property rights; monetization of sports media rights; plans for the Battery Atlanta; the • our indebtedness could adversely affect operations and could limit the anticipated non-material impact of certain contingent liabilities related to ability of our subsidiaries to react to changes in the economy or our legal and tax proceedings; and other matters arising in the ordinary course industry; of business. In particular, statements in our “Letter to Shareholders” and under “Management’s Discussion and Analysis of Financial Condition • failure to protect the security of personal information about our and Results of Operations” and “Quantitative and Qualitative Disclosures businesses’ customers, subjecting our businesses to potentially costly About Market Risk” contain forward looking statements. Where, in any government enforcement actions or private litigation and reputational forward-looking statement, we express an expectation or belief as to future damage; results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that • the regulatory and competitive environment of the industries the expectation or belief will result or be achieved or accomplished. The in which we, and the entities in which we have interests, operate; and following include some but not all of the factors that could cause actual • threatened terrorist attacks, political unrest in international markets and results or events to differ materially from those anticipated: ongoing military action around the world. • consumer demand for our products and services and our ability to adapt These forward-looking statements and such risks, uncertainties and other to changes in demand; factors speak only as of the date of this Annual Report, and we expressly • competitor responses to our businesses’ products and services; disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect • uncertainties inherent in the development and integration any change in our expectations with regard thereto, or any other change of new business lines and business strategies; in events, conditions or circumstances on which any such statement is • uncertainties associated with product and service development and based. When considering such forward-looking statements, you should market acceptance, including the development and provision of keep in mind any risk factors identified and other cautionary statements programming for satellite radio and telecommunications technologies; contained in this Annual Report and in our publicly filed documents, including our most recent Forms 10-K and 10-Q. Such risk factors and • our businesses’ significant dependence upon automakers; statements describe circumstances which could cause actual results to • our businesses’ ability to attract and retain subscribers in the future is differ materially from those contained in any forward-looking statement. uncertain; This Annual Report includes information concerning public companies in which we have controlling and non-controlling interests that file reports • our future financial performance, including availability, terms and and other information with the Securities and Exchange Commission deployment of capital; (the “SEC”) in accordance with the Securities Exchange Act of 1934, as • our ability to successfully integrate and recognize anticipated efficiencies amended. Information contained in this Annual Report concerning those and benefits from the businesses we acquire; companies has been derived from the reports and other information filed by them with the SEC. If you would like further information about these • the ability of suppliers and vendors to deliver products, equipment, companies, the reports and other information they file with the SEC can be software and services; accessed on the Internet website maintained by the SEC at www.sec.gov. • interruption or failure of our information technology and communication Those reports and other information are not incorporated by reference in systems, including the failure of SIRIUS XM’s satellites, could negatively this Annual Report. impact our results and brand; • royalties for music rights have increased and may continue to do so in the future; • the integration of Pandora by SIRIUS XM and the impact of the acquisition on SIRIUS XM’s expected results of operations and financial condition; • the outcome of any pending or threatened litigation or investigation; • availability of qualified personnel; • changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission and consumer protection laws, and adverse outcomes from regulatory proceedings; 4 ANNUAL REPORT 2018 LETTER TO SHAREHOLDERS Dear Fellow Shareholders, At Liberty, we are focused where consumers spend their time and 2018 was a year of operational achievement across all of our their money. We seek to avoid industry pitfalls by centering our companies – outstanding performance at SiriusXM and the investments on a portfolio of differentiated content. Looking at acquisition of Pandora, another record year at Live Nation, key our key assets, we feel we are well-positioned. foundation building at Formula 1 and an NL East Division title • SiriusXM. 150+ channels of curated commercial-free music, for the Braves for the fi rst time since 2013. We congratulate our talk, news and sports content with a high degree of exclusivity talented management teams on excellent execution in 2018 and across the portfolio: Howard Stern, popup concert performances, look forward to a promising 2019. live sports, talk etc. Our content is further differentiated by OUR BUSINESSES an advantaged distribution platform in the car and increasing Liberty has been in the media business for nearly 30 years. connectivity outside of the car, augmented by the Pandora The landscape has evolved, and we evolved our portfolio with acquisition. it. Ten years ago, Liberty Media was similarly made up of three • Formula 1. The name speaks for itself - iconic racing with tracking stocks. We owned over 40 different assets across them, massive global engagement. Each Formula 1 car generates many of which were traditional content platforms. Traditional 70GB of broadcast content per race weekend. Ownership of the media was a great business, but times changed. One of our entire ecosystem allows us to expand upon our differentiated guiding principles is: be forward looking, anticipating market content offering across platforms: F1 TV, Netfl ix series, Twitter trends while allowing a suffi cient margin of safety to protect live show, podcasts and more. against the unknown. We have spent the past decade simplifying our structure, exiting businesses where our competitive positioning • Live Nation. Experiential content and live event entertainment was threatened and redeploying capital into more protected are more popular than ever. Live Nation connected over niches where we can build meaningful positions with infl uence 90 million fans to 35,000 promoted shows and sold over and the potential for attractive returns. Today, while we again 480 million tickets in 2018, with growth expected in 2019. have three tracking stocks, we have a more concentrated portfolio This live content drives the Live Nation fl ywheel allowing it with roughly half the number of assets and substantial positions to grow on-site fan spend, offer a unique value proposition for spanning audio, sports and live music, to name a few. sponsors, drive ticketing revenue and participate in real estate asset opportunities through venue ownership. Not all media Yet again, the media landscape today is in a time of rapid valuation multiples are compressing – the market appears transition. Valuation multiples are compressing for many sectors, to appreciate the future growth potential of live events and large players are converging, competition is increasing and unique content. business models are being tested. • Atlanta Braves. The team has a deep history among a large Take a look at traditional content. Production volume continues fan base. Monetization of sports media rights has been strong, to sky rocket and new distribution platforms are seemingly and we expect it will continue to be. New media