Use these links to rapidly review the document
TABLE OF CONTENTS Prospectus Supplement
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS

Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-215858

The information in this prospectus supplement and the accompanying base prospectus is not complete and may be changed. This prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus Supplement dated May 16, 2017

PROSPECTUS SUPPLEMENT
(To prospectus dated May 16, 2017)

LOGO

Liberty Media Corporation

Up to $1,175,000,000 of

Series C Liberty Formula One Common Stock



          Liberty Media Corporation ("Liberty Media") is offering up to a maximum aggregate amount of $400,000,000 of shares of Liberty Media Series C Liberty Formula One common stock, par value $0.01 per share ("FWONK"). Additionally, the selling stockholders identified in this prospectus supplement (the "Selling Stockholders") are selling up to a maximum aggregate amount of $775,000,000 of shares of FWONK. At an assumed public offering price of $32.95 per share, the closing price of shares of FWONK on the NASDAQ Global Select Market (the "Nasdaq") on May 15, 2017, we would expect to issue and sell 12,139,605 shares of FWONK and we would expect the Selling Stockholders to sell 23,520,485 shares of FWONK. The underwriters have agreed to sell shares of FWONK on behalf of Liberty Media and the Selling Stockholders at a price of $             per share, which will result in approximately $              million of aggregate net proceeds to Liberty Media and approximately $              million of aggregate net proceeds to the Selling Stockholders, in each case after deducting underwriting discounts and commissions but before deducting expenses. Liberty Media will not receive any proceeds from the sale of shares of FWONK by the Selling Stockholders in this offering.

          Shares of FWONK are currently listed on the Nasdaq under the symbol "FWONK." On May 15, 2017, the last sale price of shares of FWONK as reported on Nasdaq was $32.95 per share.



          Investing in these securities involves risks. You should carefully consider the matters described under the caption "Risk Factors" beginning on page S-11 of this prospectus supplement and on page 17 of the accompanying base prospectus.

  Per share   Total
 

Public Offering Price

  $                     $                    

Underwriting Discount

  $                     $                    

Proceeds, before expenses, to Liberty Media

  $                     $                    

Proceeds, before expenses, to Selling Stockholders

  $                     $                    

          Liberty Media and the Selling Stockholders have granted the underwriters an option exercisable for a period of 30 days from the date of this prospectus supplement to purchase up to an additional maximum aggregate amount of $176,250,000 of shares of FWONK, consisting of an additional maximum aggregate amount of $60,000,000 of shares of FWONK to be offered by Liberty Media and an additional maximum aggregate amount of $116,250,000 of shares of FWONK to be offered by the Selling Stockholders (provided that, if the option is not exercised in full by the underwriters, the Selling Stockholders' shares of FWONK will have priority).

          None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          Delivery of the shares of FWONK are expected to be made on or about                          , 2017.



Goldman Sachs & Co. LLC   J.P. Morgan   Morgan Stanley



BofA Merrill Lynch   Barclays   Credit Suisse



   

The date of this prospectus supplement is                          , 2017.



TABLE OF CONTENTS
Prospectus Supplement

    Page
 

About this Prospectus Supplement

    S-ii  

Market and Industry Data

    S-ii  

Cautionary Note Regarding Forward-Looking Statements

    S-ii  

Prospectus Supplement Summary

    S-1  

The Offering

    S-4  

Selected Consolidated Historical Financial Data of Liberty Media

    S-6  

Selected Consolidated Historical Financial Data of Delta Topco

    S-10  

Risk Factors

    S-11  

Use of Proceeds

    S-14  

Capitalization

    S-15  

Price Range of Our Series C Liberty Formula One Common Stock

    S-16  

Selling Stockholders

    S-19  

Underwriting

    S-25  

Legal Matters

    S-37  

Experts

    S-37  

Where to Find More Information

    S-37  

Appendix: Business and Financial Information of Formula 1

    A-1  

Index to Financial Statements

    F-1  


Base Prospectus

About This Prospectus

    1  

The Company. 

    2  

Risk Factors

    17  

Cautionary Note Regarding Forward-Looking Statements

    18  

Use of Proceeds

    20  

Description of Capital Stock

    21  

Selling Stockholders

    22  

Plan of Distribution

    25  

Legal Matters

    27  

Experts

    27  

Where To Find More Information

    28  

You should rely only on the information we have provided or incorporated by reference in this prospectus supplement, the accompanying base prospectus or any related free writing prospectus we prepare or authorize. Neither we nor the Selling Stockholders have authorized any person to provide you with additional or different information. We take no responsibility for, and can provide no assurance to the reliability of, any other information that others may give you. This prospectus supplement and the accompanying base prospectus are an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in this prospectus supplement, the accompanying base prospectus or any related free writing prospectus is accurate as of any date other than the dates shown in such documents or that any information we have incorporated by reference herein is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since such dates.

S-i


Table of Contents


ABOUT THIS PROSPECTUS SUPPLEMENT

          This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of shares of FWONK by Liberty Media and the Selling Stockholders and also adds, updates and changes information contained in the accompanying base prospectus and the documents incorporated herein by reference. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering of shares of FWONK. Generally, when we refer only to the "prospectus," we are referring to both this prospectus supplement and the accompanying base prospectus combined. If the information relating to the offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement.

          Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Please read "Where To Find More Information" on page S-37 of this prospectus supplement.

          Liberty Media and the Selling Stockholders are offering to sell, and seeking offers to buy, shares of FWONK only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying base prospectus and the offering of shares of FWONK in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying base prospectus must inform themselves about, and observe any restrictions relating to, the offering of shares of FWONK by Liberty Media and the Selling Stockholders and the distribution of this prospectus.

          None of Liberty Media, the Selling Stockholders, the underwriters or any of their respective representatives is making any representation to you regarding the legality of an investment in shares of FWONK by you under applicable laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of an investment in shares of FWONK.


MARKET AND INDUSTRY DATA

          Market and industry data and forecasts used in this prospectus supplement have been obtained from independent industry sources as well as from research reports prepared for other purposes. Although we believe these third-party sources to be reliable, we have not independently verified the data obtained from these sources and we cannot assure you of the accuracy or completeness of the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus supplement.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

          Certain statements in this prospectus supplement, the accompanying base prospectus, any supplements to this prospectus supplement and the accompanying base prospectus and other documents that are and will be incorporated into this prospectus supplement and the accompanying base prospectus constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; new service offerings; revenue growth and subscriber trends at Sirius XM (as defined herein); the recoverability of our goodwill and other long-lived assets; the

S-ii


Table of Contents

performance of our equity affiliates; our projected sources and uses of cash; Sirius XM's stock repurchase program; the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings; the integration of Delta Topco (as defined herein) and by extension Formula 1 (as defined herein) and other matters arising in the ordinary course of business. In particular, statements under "Risk Factors" contain forward-looking statements. Where, in any forward-looking statement, we express an expectation or belief as to future 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 expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:

S-iii


Table of Contents

          For additional risk factors, please see "Risk Factors" below and in the accompanying base prospectus, Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this prospectus supplement and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

          When considering such forward-looking statements, you should keep in mind the factors described in "Risk Factors" and other cautionary statements contained in this prospectus supplement and the accompanying base prospectus and in the documents incorporated by reference herein and therein. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement.

S-iv


Table of Contents



PROSPECTUS SUPPLEMENT SUMMARY

          The following summary highlights selected information included or incorporated by reference in this prospectus to help you understand our Company, shares of FWONK and this offering. This summary is not complete and does not contain all the information you should consider before investing in shares of FWONK. For a more complete understanding of our Company, shares of FWONK and this offering, we encourage you to read this entire document, including the accompanying base prospectus, and the information incorporated by reference herein, including the financial statements of the Company and the notes thereto. All references to the "Company," "Liberty Media," "we," "our" and "us" and words of similar effect refer to Liberty Media Corporation, and, unless the context otherwise requires, its consolidated subsidiaries.


OUR COMPANY

Our Capital Structure

          Under our current amended and restated certificate of incorporation (our "current charter"), our common stock is comprised of three tracking stocks, with each tracking stock divided into three series. Our tracking stocks, which are designated the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Formula One common stock, are intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the SiriusXM Group, the Braves Group and the Formula One Group, respectively. While each group has a separate collection of businesses, assets and liabilities attributed to it, none of these groups is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Hence, holders of our Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock have no direct claim to the relevant group's assets, and are not represented by a separate board of directors. Instead, holders of those stocks are stockholders of Liberty Media Corporation, with a single board of directors and subject to all of the risks and liabilities of Liberty Media as a whole.

          At a special meeting of stockholders of the Company held on January 17, 2017, our stockholders approved the adoption of an amendment and restatement of our then-existing charter (1) to change the name of the "Media Group" to the "Formula One Group," (2) to change the name of the "Liberty Media common stock" to the "Liberty Formula One common stock," (3) to reclassify each share of each series of our then-existing Liberty Media common stock into one share of the corresponding series of Liberty Formula One common stock solely to effect the name change and (4) to make certain conforming changes (the "group name change"). The current charter was filed with the Secretary of State of the State of Delaware on January 24, 2017, and gave effect to the group name change.

          The Liberty SiriusXM common stock tracks and reflects the separate economic performance of the businesses, assets and liabilities attributed to the SiriusXM Group, which includes, among other things, Liberty Media's approximate 67.5% interest in Sirius XM as of March 31, 2017. The Liberty Braves common stock tracks and reflects the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group, which includes, among other things, Liberty Media's wholly owned subsidiary Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball club. The Liberty Formula One common stock, which includes FWONK, tracks and reflects the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which includes the remainder of Liberty Media's businesses, assets and liabilities not attributed to the SiriusXM Group or the Braves Group, including, in addition to Liberty Media's consolidated subsidiary, Formula 1 (as discussed herein), among other things, Liberty Media's approximate 34% interest in Live Nation Entertainment, Inc. ("Live Nation") as of March 31,

S-1


Table of Contents

2017, Liberty Media's minority investments in Time Warner, Inc. ("Time Warner") and Viacom, Inc. ("Viacom"), and its 15.5% inter-group interest in the Braves Group as of March 31, 2017.

Our Business

          We own controlling and non-controlling interests in a broad range of media, communications and entertainment companies. Through our subsidiaries and affiliates, we principally operate in North America. Our principal businesses and assets include our consolidated subsidiaries SIRIUS XM Holdings Inc. ("Sirius XM" or "SIRIUS XM"), Braves Holdings, LLC ("Braves Holdings") and Delta Topco Limited, the parent company of Formula 1 (as defined below) ("Delta Topco"). In addition to the foregoing businesses, we hold ownership interests in Live Nation and, through Sirius XM, SIRIUS XM Canada, and we maintain investments in "available for sale" securities and related financial instruments in public companies such as Time Warner and Viacom. Our business strategy and that of our subsidiaries and business affiliates includes selective acquisitions or other strategic initiatives focused on business expansion.

          Sirius XM.    Sirius XM provides a subscription based satellite radio service. Sirius XM transmits music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services in the United States on a subscription fee basis through its two proprietary satellite radio systems — the Sirius system and the XM system. Subscribers can also receive their music and other channels, plus features such as SiriusXM On Demand and MySXM, over Sirius XM's Internet radio service, including through applications for mobile devices. Sirius XM is also a leader in providing connected vehicle services. Sirius XM's connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers. Sirius XM has agreements with every major automaker to offer satellite radios in their vehicles from which Sirius XM acquires the majority of its subscribers. It also acquires subscribers through marketing to owners and lessees of vehicles that include factory-installed satellite radios that are not currently subscribing to Sirius XM services. Additionally, Sirius XM distributes its radios through retailers online and at locations nationwide and through its website. Satellite radio services are also offered to customers of certain rental car companies.

          Our consolidated subsidiary Sirius XM is attributed to our SiriusXM Group.

          Braves Holdings.    Braves Holdings is our wholly owned subsidiary that indirectly owns and operates the Atlanta Braves Major League Baseball club (the "Braves") and five minor league baseball clubs (the Gwinnett Braves, the Mississippi Braves, the Rome Braves, the Danville Braves and the GCL Braves). Braves Holdings also operates a baseball academy in the Dominican Republic and leases a baseball facility from a third party in connection with its academy. Braves Holdings had exclusive operating rights to Turner Field, the home stadium of the Atlanta Braves, until December 31, 2016 pursuant to an Operating Agreement with the Atlanta Fulton County Recreation Authority. Effective for the 2017 season, the Braves relocated into a new ballpark located in Cobb County, a suburb of Atlanta. The facility is leased from Cobb County, Cobb-Marietta Coliseum and Exhibit Hall Authority and will offer a range of activities and eateries for fans. Braves Holdings and its affiliates participated in the construction of the new stadium and are participating in the construction of an adjacent mixed-use development project, which we refer to as the Development Project.

          Our wholly owned subsidiary Braves Holdings is attributed to our Braves Group.

          Formula 1.    As discussed further in the accompanying base prospectus under "The Company — Description of the Formula 1 Acquisition," on January 23, 2017 we acquired 100% of the fully diluted equity interests of Delta Topco (the "Formula 1 Acquisition"), the parent company

S-2


Table of Contents

of the group of companies that exploit exclusive commercial rights pertaining to the Fédération Internationale de l'Automobile ("FIA") Formula One World Championship® (the "World Championship") (such companies, together with Delta Topco, "Formula 1"), other than a nominal number of equity securities held by the Teams (as defined below). The World Championship is an annual, approximately nine-month long, motor race-based competition in which teams (the "Teams") compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The World Championship is a global series with a varying number of events ("Events") taking place in different countries around the world each season. During 2016, 21 Events took place in 21 countries across Europe, Asia-Pacific, the Middle East and North and South America. Formula 1 is followed by hundreds of millions of television viewers in over 200 territories, and Formula 1's largest Events have hosted live audiences of up to 350,000 on race weekends, such as the British Grand Prix at the Silverstone circuit and the Mexican Grand Prix at the Autódromo Hermanos Rodríguez. We do not provide guidance on our future results of operations. There are risks and uncertainties that may affect our financial position and future results of operations, including during the implementation of the strategy described in the accompanying prospectus and in the Appendix to this prospectus supplement. See "Risk Factors" in this prospectus supplement as well as those risks described in the information included or incorporated by reference, including the risk factors described in Item 1A ("Risk Factors") of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 28, 2017, together with the matters addressed in the sections of this prospectus supplement and the accompanying base prospectus entitled "Cautionary Note Regarding Forward-Looking Statements." For additional information about Formula 1, please see "The Company — Description of the Business of Formula 1" in the accompanying base prospectus and "Appendix: Business and Financial Information of Formula 1" to this prospectus supplement.

          Our consolidated subsidiary Delta Topco is attributed to our Formula One Group.

          Live Nation.    We beneficially owned approximately 34% of the issued and outstanding shares of Live Nation common stock as of March 31, 2017. Live Nation is considered the world's largest live entertainment company and seeks to innovate and enhance the live entertainment experience for artists and fans before, during and after the show. Live Nation has four business segments: concerts; sponsorship and advertising; ticketing and artist nation.

          Our equity affiliate Live Nation is attributed to our Formula One Group.

          Time Warner.    As of March 31, 2017, we beneficially owned 4,252,831 shares of Time Warner common stock, representing less than 1% of the outstanding common stock of Time Warner. Of the shares we beneficially own, 464,323 have been pledged as collateral to secure obligations of certain subsidiaries of Braves Holdings pursuant to credit facilities entered into by those subsidiaries to fund certain costs of the Development Project.

          Our shares of Time Warner common stock are attributed to our Formula One Group.

Corporate Information

          Our principal executive offices are located at 12300 Liberty Boulevard, Englewood, Colorado 80112. Our main telephone number is (720) 875-5400. Our website is available at http://www.libertymedia.com. Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus supplement.

S-3


Table of Contents

 


THE OFFERING

          The following summary is provided solely for your convenience and is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus supplement and the accompanying base prospectus. For a more detailed description of shares of FWONK, see the description of our capital stock contained in Amendment No. 1 to our Form 8-A filed on January 24, 2017 and our current charter, and any amendment or report filed for the purpose of updating such description, which has been incorporated by reference into the accompanying base prospectus.

Shares offered by Liberty Media

  Up to a maximum aggregate amount of $400,000,000 of shares of FWONK (not including any shares of FWONK that may be purchased by the underwriters pursuant to the underwriters' option to purchase additional shares of FWONK).

Shares offered by the Selling Stockholders

 

Up to a maximum aggregate amount of $775,000,000 of shares of FWONK (not including any shares of FWONK that may be purchased by the underwriters pursuant to the underwriters' option to purchase additional shares of FWONK).

Option to purchase additional Shares of FWONK

 

We and the Selling Stockholders have granted the underwriters an option exercisable for a period of 30 days from the date of this prospectus supplement to purchase up to an additional maximum aggregate amount of $176,250,000 of shares of FWONK, consisting of an additional maximum aggregate amount of $60,000,000 of shares of FWONK to be offered by Liberty Media and an additional maximum aggregate amount of $116,250,000 of shares of FWONK to be offered by the Selling Stockholders (provided that, if the option is not exercised in full by the underwriters, the Selling Stockholders' shares of FWONK will have priority).

Shares of FWONK outstanding before this offering

 

173,916,106 shares.

Shares of FWONK outstanding after this offering

 

             shares (assuming the exercise in full of the underwriters' option to purchase additional shares).

Voting rights

 

Holders of shares of FWONK have no voting rights, except as required by Delaware law.

S-4


Table of Contents

Use of proceeds

 

We expect to receive net proceeds of approximately $           million (or approximately $           million if the underwriters exercise their option to purchase additional shares of FWONK in full), after deducting underwriting discounts and commissions and offering expenses, from our sale of the shares of FWONK in this offering. Following the closing of this offering, we intend to use the net proceeds from this offering to repay existing indebtedness of a wholly owned subsidiary of Delta Topco and pay expenses related to the offering.

 

We will not receive any proceeds from the sale of shares of FWONK by the Selling Stockholders in this offering. One of the Selling Stockholders is an affiliate of one of the underwriters in this offering and will receive proceeds from this offering in an amount that is equal to less than five percent of the aggregate proceeds of this offering.

 

See "Use of Proceeds" on page S-14 of this prospectus supplement for additional information.

Risk factors

 

You should carefully consider the information set forth in the section entitled "Risk Factors" in this prospectus supplement and the accompanying base prospectus and the other information included or incorporated by reference into this prospectus supplement and the accompanying base prospectus in deciding whether to purchase shares of FWONK.

Nasdaq trading symbol

 

Shares of FWONK are listed on Nasdaq under the symbol "FWONK."

Dividends

 

We have not paid any cash dividends on our Series C Liberty Formula One common stock, and we have no present intention of paying cash dividends on our Series C Liberty Formula One common stock in the future. See "Price Range of Our Series C Liberty Formula One Common Stock — Dividend Policy" on page S-18 of this prospectus supplement.

          The number of shares offered by Liberty Media and by the Selling Stockholders, or by any one Selling Stockholder, may be increased or decreased depending upon various factors, including market conditions.

S-5


Table of Contents

 


SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF LIBERTY MEDIA

          The following tables set forth our historical balance sheet data as of March 31, 2017 and December 31, 2016, 2015, 2014, 2013 and 2012, and our historical statement of operations for the three months ended March 31, 2017 and 2016 and for each of the years in the five-year period ended December 31, 2016. The following information is qualified in its entirety by, and should be read in conjunction with, our audited financial statements and notes thereto for the periods presented that are included in our Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference herein. See "Where To Find More Information."


Summary Balance Sheet Data

          December 31,
 

    March 31,
2017(1)
    2016     2015     2014     2013     2012
 

    amounts in millions  

Cash

  $ 1,071     562     201     681     1,088     603  

Investments in available-for-sale securities and other cost investments(4)(8)

  $ 582     1,309     533     816     1,324     1,392  

Investment in affiliates, accounted for using the equity method(2)(3)(4)

  $ 1,101     1,117     1,115     851     3,299     3,341  

Intangible assets not subject to amortization

  $ 27,986     24,018     24,018     24,018     24,018     344  

Intangible assets subject to amortization, net

  $ 6,467     1,072     1,097     1,166     1,200     108  

Assets of discontinued operations(5)

  $                     2,099  

Total assets

  $ 41,002     31,377     29,798     30,269     33,632     8,299  

Current portion of deferred revenue

  $ 2,466     1,877     1,797     1,641     1,575     24  

Long-term debt, including current portion

  $ 13,354     8,018     6,881     5,845     5,561      

Deferred tax liabilities, net

  $ 2,646     2,025     1,667     1,507     1,396     804  

Stockholders' equity

  $ 14,980     11,756     10,933     11,398     14,081     6,440  

Noncontrolling interest(2)

  $ 5,796     5,960     7,198     8,778     9,801     (8 )

S-6


Table of Contents


Summary Statement of Operations Data

    Three months
ended
                               

    March 31,     Years ended December 31,
 

    2017(1)     2016     2016     2015     2014     2013(2)     2012
 

    amounts in millions, except per share amounts  

Revenue(2)

  $ 1,395     1,204     5,276     4,795     4,450     4,002     368  

Operating income (loss)

  $ 259     781     1,734     954     841     814     (80 )

Interest expense

  $ (140 )   (84 )   (362 )   (328 )   (255 )   (132 )   (7 )

Share of earnings (loss) of affiliates, net(2)(3)

  $ (4 )   (12 )   14     (40 )   (113 )   (32 )   1,346  

Realized and unrealized gains (losses) on financial instruments, net

  $ (12 )   (8 )   37     (140 )   38     295     230  

Gains (losses) on transactions, net(2)

  $             (4 )       7,978     22  

Net earnings (loss) attributable to the noncontrolling interests

  $ 65     63     244     184     217     211     (2 )

Earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders(7):

                                           

Liberty Media Corporation common stock

  $ N/A     364     377     64     178     8,780     1,160  

Liberty SiriusXM common stock

    124     N/A     297     N/A     N/A     N/A     N/A  

Liberty Braves common stock

    (49 )   N/A     (30 )   N/A     N/A     N/A     N/A  

Liberty Formula One common stock

    (96 )   N/A     36     N/A     N/A     N/A     N/A  

  $ (21 )   364     680     64     178     8,780     1,160  

Basic earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share(6)(7) :

                                           

Series A, B and C Liberty Media Corporation common stock

  $ N/A     1.09     1.13     0.19     0.52     24.73     3.21  

Series A, B and C Liberty SiriusXM common stock

    0.37     N/A     0.89     N/A     N/A     N/A     N/A  

Series A, B and C Liberty Braves common stock

    (1.00 )   N/A     (0.65 )   N/A     N/A     N/A     N/A  

Series A, B and C Liberty Formula One common stock

    (0.55 )   N/A     0.43     N/A     N/A     N/A     N/A  

Diluted earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share(6)(7):

                                           

Series A, B and C Liberty Media Corporation common stock

  $ N/A     1.08     1.12     0.19     0.52     24.46     3.12  

Series A, B and C Liberty SiriusXM common stock

    0.37     N/A     0.88     N/A     N/A     N/A     N/A  

Series A, B and C Liberty Braves common stock

    (1.00 )   N/A     (0.65 )   N/A     N/A     N/A     N/A  

Series A, B and C Liberty Formula One common stock

    (0.55 )   N/A     0.42     N/A     N/A     N/A     N/A  

(1)
On January 23, 2017, Liberty Media completed the acquistion of Delta Topco, the parent company of Formula 1, a global motorsports business. Prior to that, on September 7, 2016 Liberty Media, through its indirect wholly owned subsidiary Liberty GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco. The first purchase agreement was completed on September 7, 2016 and provided for the acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis. On October 27, 2016 under the terms of the first purchase agreement, Liberty acquired an additional incremental equity interest of Delta Topco, maintaining Liberty's investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. Liberty's interest in Delta Topco and by extension Formula 1 was attributed to the Formula One Group. Liberty Media acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula 1 teams, in a closing under the second purchase agreement (and following the unwind of the first purchase agreement) (the "Second Closing"). Liberty Media's initial investment in Formula 1 was accounted for as a cost investment until the completion of the Second Closing, at which time Liberty Media began consolidating Formula 1. Liberty Media applied acquistion accounting upon completion of the transaction and at March 31, 2017, the purchase price allocation is preliminary and subject to change.

(2)
During the year ended December 31, 2012, Liberty Media acquired an additional 312.5 million shares of SIRIUS XM Radio, Inc. (now known as SIRIUS XM) in the open market for $769 million. Additionally, Liberty Media settled a forward contract and purchased an additional 302.2 million shares of SIRIUS XM for $649 million. SIRIUS XM recognized a $3.0 billion tax benefit during the year ended December 31, 2012. SIRIUS XM recorded the tax benefit as the result of significant positive evidence that a valuation allowance was no longer necessary for its recorded deferred tax assets. Liberty Media recognized its portion of this benefit ($1,229 million) based on our ownership percentage at the time of the recognition of the deferred tax benefit by SIRIUS XM. On January 18, 2013, Liberty Media acquired an additional 50 million common shares and acquired a controlling interest in SIRIUS XM and as a result consolidates SIRIUS XM as of such date. Liberty Media recorded a gain of approximately $7.5 billion in the first quarter of 2013 associated with application of purchase accounting based on the difference between fair value and the carrying value of the ownership interest Liberty Media had in SIRIUS XM prior to the acquisition of the controlling

S-7


Table of Contents

(3)
In May 2013, Liberty Media acquired approximately 26.9 million shares of common stock and approximately 1.1 million warrants in Charter for approximately $2.6 billion, which represented an approximate 27% beneficial ownership in Charter at the time of purchase.

(4)
On November 4, 2014, Liberty Media completed the spin-off of Liberty Broadband Corporation (the "Broadband Spin-Off"). At the time of the Broadband Spin-Off, Liberty Broadband was comprised of, among other things, (i) Liberty Media's former interest in Charter Communications, Inc. ("Charter"), (ii) Liberty Media's former wholly-owned subsidiary TruePosition, Inc. ("TruePosition") (now known as Skyhook Holding, Inc. ("Skyhook")), (iii) Liberty Media's former minority equity investment in Time Warner Cable, Inc. ("Time Warner Cable"), (iv) certain deferred tax liabilities, as well as liabilities related to Time Warner Cable call options and (v) initial indebtedness, pursuant to margin loans entered into prior to the completion of the Broadband Spin-Off. Liberty Media's former investments in and results of Charter and Time Warner Cable are no longer included in the results of Liberty Media from the date of the completion of the Broadband Spin-Off forward. Based on the relative significance of Skyhook to Liberty Media, Liberty Media concluded that discontinued operations presentation of Skyhook was not necessary.

(5)
In January 2013, the entity then known as Liberty Media Corporation (which later became known as Starz before it was acquired by Lions Gate Entertainment Corp.) spun-off (the "Starz Spin-Off") its then-former wholly-owned subsidiary, now known as Liberty Media Corporation, which, at the time of the Starz Spin-Off, held all of the businesses, assets and liabilities of Starz not associated with Starz, LLC (with the exception of the Starz, LLC office building). The transaction was effected as a pro-rata dividend of shares of Liberty to the stockholders of Starz. Due to the relative significance of Liberty to Starz (the legal spinnor) and senior management's continued involvement with Liberty following the Starz Spin-Off, Liberty is treated as the "accounting successor" to Starz for financial reporting purposes, notwithstanding the legal form of the Starz Spin-Off previously described. Therefore, the historical financial statements of the company formerly known as Liberty Media Corporation continue to be the historical financial statements of Liberty, and Starz, LLC is presented as discontinued operations for all periods prior to the completion of the Starz Spin-Off. Due to the short period between December 31, 2012 and the distribution date, Liberty Media did not record any results for Starz in discontinued operations for the statement of operations for the year ended December 31, 2013 due to the insignificance of such amounts for that period.

(6)
On July 23, 2014, holders of Series A and Series B Liberty Media Corporation common stock as of 5:00 p.m., New York City, time on July 7, 2014, the record date for the dividend, received a dividend of two shares of Series C common stock for each share of Series A or Series B common stock held by them as of the record date. The impact on basic and diluted earnings per share of the Series C common stock issuance has been reflected retroactively in all periods presented due to the treatment of the dividend as a stock split for accounting purposes.

(7)
On April 15, 2016, Liberty Media completed a recapitalization of its common stock into three new tracking stock groups, one designated as the Liberty Braves common stock, one designated as the Liberty Media common stock and one designated as the Liberty SiriusXM common stock, and distributed subscription rights related to the Liberty Braves common stock following the creation of the new tracking stocks (the "Recapitalization"). In the Recapitalization, each issued and outstanding share of Liberty Media's existing common stock was reclassified and exchanged for (a) 1 share of the corresponding series of Liberty SiriusXM common stock, (b) 0.1 of a share of the corresponding series of Liberty Braves common stock and (c) 0.25 of a share of the corresponding series of Liberty Media common stock. Cash was paid in lieu of the issuance of any fractional shares. The newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April 18, 2016.

Following the creation of the tracking stocks, Series A, Series B and Series C Liberty SiriusXM common stock trade under the symbols LSXMA/B/K, respectively; Series A, Series B and Series C Liberty Braves common stock trade or are quoted under the symbols BATRA/B/K respectively; and Series A, Series B and Series C Liberty Media common stock traded or were quoted under the symbols LMCA/B/K, respectively. Shortly following the Second Closing, the Media Group and Liberty Media common stock were renamed the Formula One Group (the "Formula One Group") and the Liberty Formula One common stock, respectively, and the corresponding ticker symbols for the Series A, Series B and Series C Liberty Media common stock were changed to FWONA/B/K, respectively. Each series (Series A, Series B and Series C) of the Liberty SiriusXM common stock trades on the Nasdaq Global Select Market. Series A and Series C Liberty Braves common stock trade on the Nasdaq Global Select Stock Market, and Series B Liberty Braves common stock is quoted on the OTC Markets. Series A and Series C Liberty Formula One common stock continue to trade on the Nasdaq Global Select Market, and the Series B Liberty Formula One common stock continues to be quoted on the OTC Markets.

S-8


Table of Contents

(8)
On September 7, 2016 Liberty Media, through its indirect wholly owned subsidiary Liberty GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco from a consortium of sellers led by CVC Capital Partners ("CVC"). The transactions contemplated by the first purchase agreement were completed on September 7, 2016 and provided for Liberty Media's acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis for $746 million, funded entirely in cash (which is equal to $821 million in consideration less a $75 million discount to be repaid by Liberty Media to selling stockholders upon completion of the acquisition). On October 27, 2016, under the terms of the first purchase agreement, Liberty acquired an additional incremental equity interest of Delta Topco, maintaining Liberty Media's investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. Prior to the Second Closing, CVC continued to be the controlling shareholder of Formula 1, and Liberty did not have any voting interests or board representation in Formula 1. As a result, we concluded that we did not have significant influence over Formula 1, and therefore accounted for our investment in Formula 1 as a cost investment until the completion of the Second Closing. The Second Closing was completed on January 23, 2017, at which time Liberty Media began consolidating Formula 1.

S-9


Table of Contents


SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF DELTA TOPCO

          The following tables present Delta Topco selected consolidated financial statement information for the periods indicated and has been derived from Delta Topco's consolidated financial statements prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. The financial data for the years ended December 31, 2016 and 2015 has been derived from Delta Topco's audited consolidated financial statements for that period included elsewhere in this registration statement. Data for the year ended December 31, 2014 has been derived from unaudited information. The data should be read in conjunction with Delta Topco's consolidated financial statements and "Appendix: Business and Financial Information of Formula 1 — Management's Discussion and Analysis of Financial Condition and Results of Operations for the Years Ended December 31, 2016, 2015 and 2014" included herein.


Summary Balance Sheet Data

    December 31,
 

    2016     2015     2014
 

                (unaudited)  

    amounts in millions  

Cash

  $ 624     452     424  

Intangible assets not subject to amortization

  $ 4,039     4,039     4,039  

Intangible assets subject to amortization, net

  $ 149     165     181  

Deferred tax assets, net

  $     6     6  

Total assets

  $ 5,586     5,396     5,463  

Current portion of deferred revenue

  $ 271     219     214  

Long-term debt, including the current portion and shareholder loan notes

  $ 9,007     8,483     8,091  

Deferred tax liabilities, net

  $ 1          

Stockholders' equity

  $ (4,220 )   (3,812 )   (3,285 )


Summary Income Statement Data

    Years ended December 31,
 

    2016     2015     2014
 

                (unaudited)  

    amounts in millions  

Revenue

  $ 1,796     1,697     1,702  

Operating income (loss)

  $ 299     317     354  

Interest expense and other financing costs

  $ (707 )   (675 )   (750 )

Net earnings (loss) attributable to owners

  $ (411 )   (363 )   (399 )

S-10


Table of Contents


RISK FACTORS

          An investment in shares of FWONK involves risk. Before investing in shares of FWONK, in addition to the other information incorporated by reference or included in this prospectus supplement and the accompanying base prospectus, including the risk factors described in Item 1A ("Risk Factors") of Part I of our annual report on Form 10-K for the fiscal year ending December 31, 2016 filed with the Securities and Exchange Commission on February 28, 2017, together with the matters addressed in the sections of this prospectus supplement and the accompanying base prospectus entitled "Cautionary Note Regarding Forward-Looking Statements," you should carefully consider the following risks. The occurrence of any of the events described as possible risks below and in the documents incorporated by reference could have a material adverse effect on the value of our common stock, including shares of FWONK. These risks are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial also may impair our business. See "Where to Find More Information."

Risk Factors Relating to this Offering and the Formula 1 Acquisition

Sales (or anticipated sales) of shares of FWONK that were issued in connection with the Formula 1 Acquisition or otherwise may negatively affect the trading price of shares of FWONK.

          In connection with the Formula 1 Acquisition, Liberty issued an aggregate of approximately 137 million shares of FWONK at the Second Closing (as defined herein) to the Formula 1 Selling Shareholders (as defined herein), the third party investors that agreed to acquire shares that would otherwise have been issued to the Formula 1 Selling Shareholders pursuant to certain investment agreements with those third party investors, and into treasury in connection with proposed placements to Formula 1 teams. Further, Delta Topco issued $351 million in Exchangeable Notes to the Formula 1 Selling Shareholders at the Second Closing. The Exchangeable Notes, which will mature 30 months after the date of the Second Closing, will be exchangeable by the holders at any time for shares of FWONK or, at Delta Topco's option, cash. The shares of FWONK issued in connection with the Formula 1 Acquisition and issuable upon exchange of the Exchangeable Notes represent approximately 64.5% of the pro forma outstanding equity interest in the Formula One Group (based on the number of outstanding shares of Liberty Formula One common stock (of all three series) on December 31, 2016), or an estimated 152.5 million additional shares of FWONK. The approximately 19 million shares of FWONK reserved for issuance to Formula 1 teams, as described above, will be subject to purchase at a price of $21.26 per share, and will be retired six months from the date of the Second Closing if not earlier purchased.

          Pursuant to the shareholders agreement (the "Shareholders Agreement") that Liberty entered into at the Second Closing with the shareholders of Formula 1 (the "Formula 1 Selling Shareholders"), Liberty filed certain shelf registration statements on Form S-3 following the Second Closing. Further, Liberty has agreed to cooperate with the Formula 1 Selling Shareholders in connection with efforts to sell their shares of FWONK in post-closing underwritten offerings under certain circumstances. Liberty has also agreed to provide registration rights to the third party investors and to cooperate with them in connection with post-closing underwritten offerings under certain circumstances. The shares of FWONK issued to the Formula 1 Selling Shareholders and third party investors will generally be eligible for resale upon the expiration of applicable lock-up periods. The Formula 1 Selling Shareholders will be generally restricted from selling shares of FWONK during the first six months following the Second Closing, with the exception of a single underwritten offering in an aggregate offering amount not to exceed $775 million (plus an additional number of shares of FWONK which may be sold upon the exercise of any customary option granted to the underwriters of such offering) at an offering price of no less than $25.00 per share. This sale of the shares offered hereby by the Selling Stockholders is being made pursuant to this

S-11


Table of Contents

exception, and, following the completion of this offering, the Selling Stockholders will, with respect to the shares still held by them, continue to be subject to the six month lock-up period until its expiration. In addition, a limited number of management Formula 1 Selling Shareholders were granted an exception to their lock-up restrictions to enable them to sell a number of shares that would allow them to cover their tax liabilities relating to the non-cash consideration received by them at the Second Closing. This sale was completed on January 30, 2017 pursuant to a previously filed registration statement, and these management Formula 1 Selling Shareholders are now subject to the same lock-up arrangements as the other Formula 1 Selling Shareholders.

          The third party investors, who collectively own 62 million shares of FWONK, are generally restricted from selling shares of FWONK during the first six months following the Second Closing or, if earlier, until the fourth week following any underwritten offering by the Formula 1 Selling Shareholders (other than the sale by the management Formula 1 Selling Shareholders completed on January 30, 2017). As a result of this offering by the Selling Stockholders, the restriction on the third party investors' ability to sell their shares will expire four weeks following the closing date of this offering.

          In connection with the offering of the shares of FWONK pursuant to this prospectus supplement, we have agreed, and our directors and executive officers and the Selling Stockholders have separately agreed, to be subject to certain restrictions on our and their ability to sell shares of FWONK during the 90 days following the date of this prospectus supplement. The representatives may waive these restrictions on our ability, and the ability of our directors, executive officers and the Selling Stockholders, to sell shares of FWONK during this period in their sole discretion. For more information concerning these restrictions, see "Underwriting." Following the expiration of the 90-day lock-up period, such restrictions will terminate.

          The trading price of shares of FWONK (and any other series of Liberty Formula One common stock) could decline as a result of sales of a large number of shares of FWONK in the public market, or from the perception that these sales might occur. Furthermore, sales of a substantial number of shares of Liberty Formula One common stock in the public markets, or the perception that these sales might occur, could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

The unaudited pro forma condensed consolidated financial statements included in this prospectus supplement are presented for illustrative and informational purposes only and are not necessarily indicative of Liberty Media's future financial position or results of operations.

          The unaudited pro forma condensed consolidated financial statements contained in this prospectus supplement are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and are not intended to represent the actual financial position or results of operations of Liberty Media had the Formula 1 Acquisition occurred on the dates indicated therein. See the sections entitled "Unaudited Pro Forma Condensed Consolidated Financial Statements" beginning on page F-71 and "Cautionary Note Regarding Forward-Looking Statements" beginning on page S-ii of this prospectus supplement. The actual financial positions and results of operations of Liberty Media and Formula 1 prior to the acquisition and that of Liberty Media following the acquisition may not be consistent with, or evident from, the unaudited pro forma condensed consolidated financial statements included in this prospectus supplement. In addition, the assumptions and preliminary estimates used in preparing the unaudited pro forma condensed consolidated financial statements included in this prospectus supplement may not be realized and may be affected by a variety of factors outside of the control of Liberty Media and Formula 1.

S-12


Table of Contents

Formula 1 (as well as Liberty's strategic vision for it) is reliant upon the retention of certain key personnel and the hiring of strategically valuable personnel, and Formula 1 may lose or be unable to hire one or more of such personnel.

          Formula 1's commercial success is dependent to a considerable extent on the abilities and reputation of Formula 1's management. In connection with the Second Closing, Liberty hired new members of management for the Formula 1 team. The recently appointed Chairman and Chief Executive Officer, Chase Carey, has a wealth of experience over many decades in the media sector. Ross Brawn and Sean Bratches have also recently joined the Formula 1 management team as Managing Directors of Motor Sports and Commercial Operations, respectively, and bring to Formula 1 valuable experience in their respective fields. Formula 1 also benefits from the long standing tenure of its Chief Financial Officer Duncan Llowarch and General Counsel Sacha Woodward Hill, each of whom has 20 plus years of experience with Formula 1. If Liberty and Formula 1 are unable to make strategic hires to strengthen the management of Formula 1, or if we are unable to retain key personnel over the long-term, Liberty may be unable to recognize the anticipated benefits of the acquisition of Formula 1.

S-13


Table of Contents


USE OF PROCEEDS

          We expect to receive net proceeds of approximately $              million from our sale of the shares of FWONK in this offering, after deducting underwriting discounts and commissions and estimated offering expenses (or approximately $              million if the underwriters' option to purchase additional shares of FWONK is exercised in full). Following the closing of this offering, we intend to use the net proceeds we receive from this offering to repay existing indebtedness of a wholly owned subsidiary of Delta Topco under its Second Lien facility (the "Second Lien Facility") and to pay expenses related to the offering. The Second Lien Facility incurs interest at a rate of LIBOR + 6.75%, subject to a LIBOR floor of 1%. The Second Lien Facility matures on July 29, 2022. The Second Lien Facility was incurred in order to pay in full private high yield loans in an aggregate amount of $1 billion incurred in October 2012 by a wholly owned subsidiary of Delta Topco and payment of related fees, costs and expenses.

          The Selling Stockholders will receive all of the net proceeds from the sale of their shares of FWONK. We will not receive any proceeds from the sale of shares of FWONK by the Selling Stockholders in this offering. See "Selling Stockholders." We are, however, responsible for expenses incident to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale of the shares of FWONK by the Selling Stockholders. One of the Selling Stockholders is an affiliate of one of the underwriters in this offering and will receive proceeds from this offering in an amount that is equal to less than five percent of the aggregate proceeds of this offering.

S-14


Table of Contents


CAPITALIZATION

          The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2017 on a historical basis and as adjusted to give effect to the issuance and sale of shares of FWONK by Liberty Media in this offering and the application of the estimated net proceeds of this offering as described in "Use of Proceeds," as though such transactions had occurred on such date and assuming that the underwriters do not exercise their option to purchase additional shares of FWONK.

          The table below should be read in conjunction with, and is qualified in its entirety by reference to, "Use of Proceeds" and the other financial information in this prospectus supplement, as well as the historical consolidated financial statements and related notes included elsewhere or incorporated by reference in this prospectus supplement.

    As of March 31, 2017
 

    Actual     As Adjusted
 

    (in millions)  

Cash and cash equivalents

  $ 1,071     1,071  

Long-term debt

             

Liberty SiriusXM Group

             

Corporate level notes and loans:

             

Margin Loans

  $ 250     250  

Subsidiary notes and loans:

             

Sirius XM Senior Notes

    5,463     5,463  

Sirius XM Credit Facility

    530     530  

Sirius XM leases

    11     11  

Less deferred financing costs

    (7 )   (7 )

Total Liberty SiriusXM Group

    6,247     6,247  

Liberty Braves Group

             

Subsidiary notes and loans:

             

Notes and loans

    420     420  

Less deferred financing costs

    (10 )   (10 )

Total Liberty Braves Group

    410     410  

Liberty Formula One Group

             

Corporate level notes and loans:

             

Liberty 1.375% Cash Convertible Notes due 2023

    1,132     1,132  

1% Cash Convertible Notes due 2023

    494     494  

2.25% Exchangeable Senior Debentures due 2046

    481     481  

Live Nation Margin Loan

    350     350  

Other

    35     35  

Subsidiary notes and loans:

             

Formula 1 debt

    4,221        

Less deferred financing costs

    (16 )   (16 )

Total Liberty Formula One Group

    6,697        

Total long-term debt

  $ 13,354        

Stockholders' equity

             

Preferred stock

  $      

Series A Liberty SiriusXM common stock

    1     1  

Series A Liberty Braves common stock

         

Series A Liberty Formula One common stock

         

Series B Liberty SiriusXM common stock

         

Series B Liberty Braves common stock

         

Series B Liberty Formula One common stock

         

Series C Liberty SiriusXM common stock

    2     2  

Series C Liberty Braves common stock

         

Series C Liberty Formula One common stock

    2     2  

Additional paid-in capital

    3,331        

Accumulated other comprehensive earnings (loss), net of taxes

    (62 )   (62 )

Retained earnings

    11,706     11,706  

Total stockholders' equity

  $ 14,980        

Total capitalization

  $ 29,405        

S-15


Table of Contents


PRICE RANGE OF OUR SERIES C LIBERTY FORMULA ONE COMMON STOCK

Market Information

          On July 23, 2014, holders of Series A and Series B Liberty Media Corporation common stock of as of 5:00 p.m., New York City time, on July 7, 2014, the record date for the dividend, received a dividend of two shares of Series C Liberty Media Corporation common stock for each share of Series A or Series B Liberty Media Corporation common stock held by them as of the record date. The impact of the Series C Liberty Media Corporation common stock issuance has been reflected retroactively due to the treatment of the dividend as a stock split for accounting purposes.

          On November 4, 2014, Liberty Media completed the spin-off to its stockholders of common stock of a newly formed company called Liberty Broadband Corporation ("Liberty Broadband") (the "Broadband Spin-Off"). Shares of Liberty Broadband were distributed to the shareholders of Liberty as of a record date of October 29, 2014. At the time of the Broadband Spin-Off, Liberty Broadband was comprised of, among other things, (a) Liberty Media's former interest in Charter Communications, Inc. ("Charter"), (b) Liberty Media's former subsidiary TruePosition, Inc. ("TruePosition") (now known as Skyhook Holding, Inc. ("Skyhook")), (iii) Liberty Media's former minority equity investment in Time Warner Cable, Inc. ("Time Warner Cable"), (iv) certain deferred tax liabilities, as well as liabilities related to Time Warner Cable call options and (v) initial indebtedness, pursuant to margin loans entered into prior to the completion of the Broadband Spin-Off. In the Broadband Spin-Off, record holders of Series A, Series B and Series C Liberty Media Corporation common stock received one share of the corresponding series of Liberty Broadband common stock for every four shares of Liberty Media Corporation common stock held by them as of the record date for the Broadband Spin-Off, with cash paid in lieu of fractional shares.

          During November 2015, Liberty Media's board of directors authorized management to pursue a recapitalization of the Company's common stock into three new tracking stock groups, one to be designated as the Liberty Braves common stock, one to be designated as the Liberty Media common stock and one to be designated as the Liberty SiriusXM common stock (the "Recapitalization"), and to cause to be distributed subscription rights related to the Liberty Braves common stock following the creation of the new tracking stocks. The Recapitalization was completed on April 15, 2016 and the newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April 18, 2016. In the Recapitalization, each issued and outstanding share of Liberty Media Corporation common stock was reclassified and exchanged for (a) 1 share of the corresponding series of Liberty SiriusXM common stock, (b) 0.1 of a share of the corresponding series of Liberty Braves common stock and (c) 0.25 of a share of the corresponding series of Liberty Media common stock on April 15, 2016. Cash was paid in lieu of the issuance of any fractional shares.

          Following the creation of the tracking stocks, Series A, Series B and Series C Liberty SiriusXM common stock trade under the symbols LSXMA/B/K, respectively; Series A, Series B and Series C Liberty Braves common stock trade or are quoted under the symbols BATRA/B/K respectively; and Series A, Series B and Series C Liberty Media common stock traded or were quoted under the symbols LMCA/B/K, respectively. Shortly following the closing of the acquisition of Formula 1 on January 23, 2017 (the "Second Closing"), what was formerly referred to as the Media Group and the Liberty Media common stock were renamed the Formula One Group (the "Formula One Group") and the Liberty Formula One common stock, respectively, and the corresponding ticker symbols for the Series A, Series B and Series C Liberty Media common stock were changed to FWONA/B/K, respectively. Each series (Series A, Series B and Series C) of the Liberty SiriusXM common stock trades on the Nasdaq Global Select Market. Series A and Series C Liberty Braves common stock trade on the Nasdaq Global Select Stock Market, and Series B Liberty Braves common stock is quoted on the OTC Markets. Series A and Series C Liberty Formula One common

S-16


Table of Contents

stock continue to trade on the Nasdaq Global Select Market and the Series B Liberty Formula One common stock continues to be quoted on the OTC Markets. Although the Second Closing, and the corresponding tracking stock name and the ticker symbol change, were not completed until January 23 and January 24, 2017, respectively, historical information of the Media Group and Liberty Media common stock is referred to herein as the Formula One Group and Liberty Formula One common stock, respectively.

          Our Series C Liberty Formula One common stock (formerly named Series C Liberty Media common stock) is listed on the Nasdaq under the symbol "FWONK." The following table sets forth, for the calendar quarters indicated, the range of high and low sales prices for FWONK as reported on the Nasdaq. The prices reflect Liberty Media's recapitalization into three tracking stock groups on April 15, 2016.

          The following tables set forth the range of high and low sales prices of shares of our common stock for the years ended December 31, 2016 and 2015. Series B Liberty Braves common stock and Series B Liberty Formula One common stock are each quoted on OTC Markets, and such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

    Liberty Media Corporation
 

    Series A
(LMCA)
    Series B
(LMCB)
    Series C
(LMCK)
 

    High     Low     High     Low     High     Low
 

2015

                                     

First quarter

  $ 40.38     33.15     40.90     35.15     40.20     33.06  

Second quarter

  $ 40.00     35.85     39.33     37.27     39.65     35.74  

Third quarter

  $ 40.50     32.67     38.74     37.07     38.47     32.18  

Fourth quarter

  $ 42.22     35.61     42.35     37.95     40.61     34.39  

2016

   
 
   
 
   
 
   
 
   
 
   
 
 

First quarter

  $ 38.97     31.18     43.59     33.78     38.14     31.06  

Second quarter (April 1 - April 15)(1)

  $ 39.31     37.76     43.74     39.00     38.45     37.02  

 

    SiriusXM Group
 

    Series A
(LSXMA)
    Series B
(LSXMB)
    Series C
(LSXMK)
 

    High     Low     High     Low     High     Low
 

2016

                                     

Second quarter (April 18 - June 30)(1)

  $ 34.00     28.00     36.97     28.60     35.69     28.04  

Third quarter

  $ 36.01     30.97     36.82     31.80     35.50     30.51  

Fourth quarter

  $ 36.88     31.83     38.76     32.63     36.36     31.34  

2017

   
 
   
 
   
 
   
 
   
 
   
 
 

First quarter

  $ 40.18     34.04     41.20     33.82     39.80     33.62  

Second quarter (Through May 15, 2017)

  $ 41.39     36.41     40.80     38.27     36.19     41.23  

S-17


Table of Contents


    Braves Group
 

    Series A
(BATRA)
    Series B
(BATRB)
    Series C
(BATRK)
 

    High     Low     High     Low     High     Low
 

2016

                                     

Second quarter (April 18 - June 30)(1)

  $ 36.00     14.23     16.20     15.22     27.00     13.51  

Third quarter

  $ 17.67     14.97     17.75     14.50     17.47     14.42  

Fourth quarter

  $ 21.14     16.52     18.00     16.59     21.24     16.18  

2017

   
 
   
 
   
 
   
 
   
 
   
 
 

First quarter

  $ 24.20     19.30     21.00     21.00     23.91     19.30  

Second quarter (Through May 15, 2017)

  $ 25.64     22.87     25.80     23.92     25.38     22.66  

 

    Formula One Group
 

    Series A
(FWONA)
    Series B
(FWONB)
    Series C
(FWONK)
 

    High     Low     High     Low     High     Low
 

2016

                                     

Second quarter (April 18 - June 30)(1)

  $ 27.43     17.72     19.50     16.51     28.07     17.47  

Third quarter

  $ 30.11     18.84     29.03     18.00     29.65     18.62  

Fourth quarter

  $ 33.28     26.95     33.32     26.75     33.15     26.44  

2017

   
 
   
 
   
 
   
 
   
 
   
 
 

First quarter

  $ 33.63     27.63     32.81     28.25     35.20     27.55  

Second quarter (Through May 15, 2017)

  $ 34.34     30.48     34.00     30.60     35.40     31.82  

(1)
As discussed above and in the consolidated financial statements of Liberty Media incorporated by referenced in this prospectus supplement, the Recapitalization of the Company's stock into tracking stock groups was completed on April 15, 2016 and the newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April 18, 2016.

          The last reported sale price of FWONK on the Nasdaq on May 15, 2017 was $32.95 per share.

Dividend Policy

          The declaration and payment of any dividends are at the discretion of our board of directors and depends upon our earnings, financial condition and other considerations deemed relevant by our board of directors. We have not paid any cash dividends on our Series C Liberty Formula One common stock, and we have no present intention of paying cash dividends on our Series C Liberty Formula One common stock in the future.

S-18


Table of Contents


SELLING STOCKHOLDERS

          This prospectus supplement and the accompanying base prospectus relate in part to the offer and sale by the Selling Stockholders of up to a maximum aggregate amount of $775,000,000 of shares of FWONK, which constitute shares of FWONK issued to the Selling Stockholders at the Second Closing of the Formula 1 Acquisition. The shares of FWONK offered pursuant to this prospectus supplement and the accompanying base prospectus were issued to the Selling Stockholders in transactions that were exempt from the registration requirements of the Securities Act. See "The Company — Description of the Formula 1 Acquisition" in the base prospectus for additional information regarding the Formula 1 Acquisition.

          In connection with the closing of the Formula 1 Acquisition, we entered into the Shareholders Agreement with the Formula 1 Selling Shareholders. Pursuant to the Shareholders Agreement, we agreed to file the registration statement of which this prospectus supplement and the accompanying base prospectus form a part covering the resale of the shares of FWONK offered by the Selling Stockholders. See "— The Shareholders Agreement" for additional information regarding the Shareholders Agreement.

          In the table below, the percentages of outstanding shares of FWONK held by each Selling Stockholder prior to this offering are based on 173,916,106 shares of FWONK issued and outstanding as of April 30, 2017. The percentages of outstanding shares of FWONK held by each Selling Stockholder after this offering are based on 187,876,652 shares of FWONK issued and outstanding as of April 30, 2017, assuming the Selling Stockholders sell $891,250,000 of shares of FWONK offered by this prospectus supplement and accounting for the sale by us of $460,000,000 of shares of FWONK offered by this prospectus supplement (which includes, in each case, the full number of additional shares as to which we and the Selling Stockholders have granted to the underwriters an option to purchase as described under "Underwriting"). The number of shares offered by Liberty Media and by the Selling Stockholders, or by any one Selling Stockholder, as presented in this section, assumes an offering price of $32.95 (rounded down to the nearest whole

S-19


Table of Contents

share), which was the closing price of shares of FWONK on the Nasdaq on May 15, 2017, and may be increased or decreased depending upon various factors, including market conditions.

Name
    Number of
shares of
FWONK
beneficially
owned prior
to offering
    Number of
shares of
FWONK
that may
be sold in
offering**
    Number of
shares of
FWONK
beneficially
owned after
the offering
    Percentage of
outstanding
shares of
FWONK
prior to the
offering
    Percentage of
outstanding
shares of
FWONK
after the
offering
 

Bernard Ecclestone(1)

    1,239,353     494,054     745,299     *     *  

Sacha Woodward Hill(2)

    187,993     74,941     113,052     *     *  

Richard Thomsen(3)

    8,200     3,269     4,931     *     *  

Ian Holmes(4)

    7,879     3,141     4,738     *     *  

Sir Martin Sorrell(5)

    81,899     32,648     49,251     *     *  

Tracey Campbell

    10,443     4,163     6,280     *     *  

David Campbell

    10,443     4,163     6,280     *     *  

Judith Griggs

    228,803     50,000     178,803     *     *  

Patrick McNally

    453,863     180,927     272,936     *     *  

Norges Bank(6)

    6,562,535     2,502,566     4,059,969     3.77 %   2.16 %

Bambino Holdings Limited(7)

    5,497,572     2,191,543     3,306,029     3.16 %   1.76 %

LB I Group Inc.(8)

    8,353,876     3,330,175     5,023,701     4.80 %   2.67 %

Waddell & Reed Investment Funds(9)

    13,452,039     5,362,499     8,089,540     7.73 %   4.31 %

Teacher Retirement System of Texas(10)

    2,534,725     1,008,525     1,526,200     1.46 %     *

BlackRock Funds(11)

    2,434,070     970,314     1,463,756     1.40 %     *

CVC Funds(12)

    25,018,130     9,973,186     15,044,944     14.39 %   8.01 %

SCG Equities I Holding Corporation(13)

    2,163,475     862,444     1,301,031     1.24 %     *

Total

    68,245,298     27,048,558     41,196,740     39.24 %   21.93 %

*
Less than 1%.

**
Based on an assumed offering price of $32.95, which was the closing price of shares of FWONK on May 15, 2017, and rounded down to the nearest whole share.

(1)
Mr. Ecclestone is the Chairman Emeritus of our consolidated subsidiary, Formula 1. Mr. Ecclestone served as the Chief Executive Officer of Formula 1 prior to the completion of the Formula 1 Acquisition.

(2)
Ms. Woodward Hill serves as the General Counsel of our consolidated subsidiary, Formula 1. Ms. Woodward Hill also served in that position prior to the completion of the Formula 1 Acquisition.

(3)
Mr. Thomsen serves as Director of Finance of our consolidated subsidiary, Formula 1. Mr. Thomsen also served in that position prior to the completion of the Formula 1 Acquisition.

(4)
Mr. Holmes serves as TV Rights Sales Manager for our consolidated subsidiary, Formula 1. Mr. Holmes also served in that position prior to the completion of the Formula 1 Acquisition.

(5)
Prior to the completion of the Formula 1 Acquisition, Mr. Sorrell served as an independent director on the Board of Directors of Delta Topco, the parent company in the group of companies comprising Formula 1.

(6)
Norges Bank owns a total of 5,915,949 shares of FWONK, of which 22,466 shares are in Norges Bank's Foreign Exchange Reserves and 5,893,483 shares are in the Government Pension Fund Global (including the 2,502,566 shares of FWONK offered hereby and excluding shares of FWONK issuable upon exchange of Exchangeable Notes). Norges Bank serves as the operational manager with power to direct investments and sole power to vote the shares of FWONK held for the benefit of the State of Norway's Government Pension Fund Global. For purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Norges Bank may be deemed to be the beneficial owner of all of the shares of FWONK listed above; however, Norges Bank expressly disclaims that it is, in fact, the beneficial owner of securities held for the State of Norway Government Pension Fund Global.

S-20


Table of Contents

(7)
The Board of Directors of Bambino Holdings Limited has the sole right to make decisions regarding the voting and disposition of shares of FWONK held by Bambino Holdings Limited.

(8)
Lehman Brothers Holdings Inc. ("LBHI") is the ultimate parent company of LB I Group, Inc. Sean Mahoney serves as an independent director on the Board of Directors of LBHI and also serves as a director on the Board of Directors of Delta Topco. Investment decisions for LB I Group Inc. are made by the independent directors serving on the Board of Directors of LBHI, or a designated committee thereof. None of the members of the Board of Directors of LBHI, including Mr. Mahoney, hold a beneficial interest in the shares of FWONK beneficially owned by LB I Group Inc.

(9)
Of the shares referenced herein, 10,298,622 are beneficially owned by Ivy Asset Strategy Fund, 1,490,590 are beneficially owned by Waddell & Reed Advisors Strategy Fund, 813,049 are beneficially owned by Ivy Funds VIP Asset Strategy, 849,499 are beneficially owned by JNL/Ivy Asset Strategy Fund, and 280 are beneficially owned by Waddell & Reed Investment Management Company. Any sales of such shares under this offering will be made pro rata amongst such beneficial owners. Ivy Investment Management Company is the investment adviser with respect to the shares of FWONK held by each of Ivy Asset Strategy Fund, Ivy Funds VIP Asset Strategy and JVL/Ivy Asset Strategy Fund and may be deemed to be the beneficial owner of such shares. Waddell & Reed Investment Management Company is the investment adviser with respect to shares of FWONK held by Waddell & Reed Advisors Strategy Fund and may be deemed to be the beneficial owner of such shares. Timothy R. Burger, Assistant Vice President of Waddell & Reed Investment Management Company and Ivy Investment Management Company, serves as a director on the Board of Directors of Delta Topco Limited.

(10)
Teacher Retirement System of Texas is a public pension plan and an entity of the State of Texas and has sole dispositive and sole voting power over the shares indicated in the table above. The mailing address of the Teacher Retirement System of Texas is 1000 Red River Street, Austin, Texas 78701.

(11)
Of the shares referenced herein, 1,551,299 are beneficially owned by BlackRock Global Allocation Fund, 15,413 are beneficially owned by BlackRock Global Allocation Collective Fund, 379,970 are beneficially owned by BlackRock Global Funds—Global Allocation Funds, 265,679 are beneficially owned by BlackRock Global Allocation V.I., 7,302 are beneficially owned by BlackRock Global Allocation Portfolio, 24,816 are beneficially owned by BlackRock Global Allocation Fund (Australia), 12,767 are beneficially owned by Transamerica Global Allocation Fund, 30,267 are beneficially owned by Transamerica BlackRock Global Allocation VP, 15,822 are beneficially owned by MassMutual Select BlackRock Global Allocation Fund, 42,597 are beneficially owned by JNL/BlackRock Global Allocation Fund of JVL Series Trust, 12,170 are beneficially owned by AZL BlackRock Global Allocation Fund, 30,828 are beneficially owned by BlackRock Long-Horizon Equity Fund and 45,140 are beneficially owned by BlackRock Global Funds—Global Dynamic Equity Fund. Any sales of such shares under this offering will be made pro rata amongst such beneficial owners. The registered holders of the referenced shares of FWONK to be offered are funds and accounts managed by investment adviser subsidiaries of BlackRock, Inc. BlackRock, Inc. is the ultimate parent holding company of such investment adviser entities. On behalf of such investment adviser entities, the applicable portfolio managers, respectively as managing directors (or in other capacities) of such entities, have voting and investment power over the shares held by the foregoing funds and accounts which are the registered holders of the referenced shares and units. Such applicable portfolio managers expressly disclaim beneficial ownership of all shares and units held by such funds and accounts. The address of such funds and accounts, such investment adviser subsidiaries and such applicable portfolio managers is 55 East 52nd Street, New York, NY 10055. Shares being offered for resale may not incorporate all shares deemed to be beneficially held by BlackRock, Inc.

(12)
Shares of FWONK indicated as beneficially owned by the CVC Funds are held through CVC European Equity Partners IV (comprising the parallel partnerships CVC European Equity Partners IV (A) L.P. and CVC European Equity Partners IV (B) L.P. (together, the "AB Partnerships") and CVC European Equity Partners IV (C) L.P., CVC European Equity Partners IV (D) L.P. and CVC European Equity Partners IV (E) L.P.) (together, the "CDE Partnerships"). The sole general partner of the AB Partnerships is CVC European Equity IV (AB) Limited (the "AB GP") and the sole general partner of the CDE Partnerships is CVC European Equity IV (CDE) Limited (the "CDE GP" and together with the AB GP, the "GPs"). The members of the Board of Directors of both AB GP and CDE GP are Fred Watt, Carl Hansen and Brian Scholfield. The Board of Directors of AB GP has the sole right to make decisions regarding the voting and disposition of the shares of FWONK held by the AB Partnerships and the Board of Directors of CDE GP has the sole right to make decisions regarding the voting and disposition of the shares of FWONK held by the CDE Partnerships. Donald Mackenzie serves as a director or officer of one or more affiliates of the GPs and also serves as a director on the Board of Directors of Delta Topco. Additionally, within the past three years and prior to the closing of the Formula 1 Acquisition, the CVC Funds were controlling shareholders of Delta Topco.

(13)
SCG Equities Holding I Corp's affiliate, JP Morgan Securities LLC, is an underwriter in this transaction. Additionally, affiliates of SCG Equities Holding I Corp lend to Liberty Media in the normal course of business. An affiliate of SCG is a lender to entities attributed the Sirius XM Group tracking stock. An affiliate of SCG is a lender to entities attributed the Formula One Group tracking stock, including Live Nation Entertainment Inc., which has stakes in Viacom Inc., Time Warner Inc and Time Inc. An affiliate of SCG is a lender to those three companies, as well.

S-21


Table of Contents

The Formula 1 Acquisition

          The shares of FWONK to which this prospectus supplement and accompanying base prospectus relate are comprised in part of shares of FWONK issued to the Selling Stockholders in the Formula 1 Acquisition. Such shares of FWONK constituted a portion of the purchase price payable to the Formula 1 Selling Shareholders in exchange for 100% of the fully-diluted equity interests in Delta Topco (other than a nominal number of equity securities held by the Teams).

          See "The Company — Description of the Formula 1 Acquisition" in the base prospectus and "Appendix: Business and Financial Information of Formula 1" to this prospectus supplement for additional information.

The Shareholders Agreement

          In connection with the closing of the Formula 1 Acquisition, we entered into the Shareholders Agreement. Pursuant to the Shareholders Agreement, we agreed to file, as soon as reasonably practicable on or following the date of the Second Closing, a shelf registration statement on Form S-3 with the SEC with respect to the registration under the Securities Act of shares of FWONK comprised of (i) all shares of FWONK issued to the Formula 1 Selling Shareholders at the Second Closing of the Formula 1 Acquisition and (ii) approximately 15.7 million shares of FWONK, equaling the maximum number of shares of FWONK issuable upon the exchange of the Exchangeable Notes issued to the Formula 1 Selling Shareholders (the "Transaction Shelf Registration Statement"). Additionally, under the Shareholders Agreement, any Formula 1 Selling Shareholder party thereto is entitled to five demand registrations and unlimited piggyback registration rights to sell all or a portion of the shares held by such Formula 1 Selling Shareholder that are issued pursuant to the Second SPA or issued in exchange for Exchangeable Notes and that have not been transferred ("registrable securities") pursuant to a registration statement filed by Liberty Media. The aggregate market value of registrable securities that are the subject of a demand registration request, as measured by the market price on the date of such demand registration request, must be at least $100 million and Liberty Media will not be obligated to effect more than one demand registration statement in any 90-day calendar period. If a demand registration is an underwritten public offering (subject to certain exceptions), CVC, as shareholder representative, will select the managing underwriters and counsel for such offering, subject to the approval of Liberty Media (such approval not to be unreasonably withheld).

          On January 23, 2017, CVC, as the shareholder representative, executed a waiver relating to the Shareholders Agreement pursuant to which Liberty Media agreed to file a registration statement and related base prospectus and accompanying base prospectus supplement relating to (a) the offer and sale from time to time by certain of the Selling Stockholders who are members of Delta Topco management of up to 2,547,788 shares of FWONK to enable them to sell a number of shares that would allow them to cover their tax liabilities relating to the non-cash consideration received by them at the Second Closing and (b) the offer and sale from time to time by the Formula 1 Selling Shareholders of any remaining shares of FWONK covered by the Transaction Shelf Registration Statement. On January 30, 2017, certain of the Selling Stockholders who are members of Delta Topco management completed the sale of 1,323,421 shares of FWONK pursuant to the waiver relating to the transactions described in clause (a) above.

          The Shareholders Agreement also includes provisions regarding our and the Selling Stockholders' mutual indemnification rights and obligations relating to the registration of the Selling Stockholders' shares of FWONK. Under the Shareholders Agreement, we agreed to indemnify and hold harmless each Selling Stockholder named in this prospectus supplement to the fullest extent lawful against damages, directly or indirectly caused by, relating to, arising out of, based upon or in connection with any untrue statement of material fact (or alleged untrue statement of material fact) in this prospectus supplement and accompanying base prospectus, or any amendment or

S-22


Table of Contents

supplement hereto or thereto, or any omission or alleged omission to state a material fact required to be stated in this prospectus supplement and accompanying base prospectus, or any amendment or supplement hereto or thereto, necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. Our obligations to indemnify the Selling Stockholders will not extend to any damages to a Selling Stockholder directly caused by a statement or omission in this prospectus supplement and accompanying base prospectus, or any amendment or supplement hereto or thereto, made in reliance upon and in conformity with written information furnished to Liberty Media by the Selling Stockholder or on such Selling Stockholder's behalf, in either case expressly for use herein or therein, or in any amendment or supplement hereto or thereto, relating to the Selling Stockholder. Similarly, under the Shareholders Agreement, the Selling Stockholders agreed to indemnify us (and our officers, directors, controlling affiliates and affiliates of the foregoing) against any and all damages to the extent directly caused by any untrue statement of material fact (or alleged untrue statement of material fact) or any omission or alleged omission to the extent such untrue statement or omission was made in reliance upon and in conformity with written information furnished to Liberty Media by the Selling Stockholder or on such Selling Stockholder's behalf, in either case expressly for use in this prospectus supplement and accompanying base prospectus, or any amendment or supplement hereto or thereto. Each Selling Stockholder's obligation to indemnify us is limited to the net proceeds received by such Selling Stockholder from the sale of registrable securities related to the matter in which damages are sought.

          The foregoing description describes certain material terms of the Shareholders Agreement. This summary is not complete and it is qualified in its entirety by reference to the form of Shareholders Agreement, which is incorporated by reference as Exhibit 10.59 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Lock-Up Arrangements

          The shares of FWONK issued to the Formula 1 Selling Shareholders and third party investors will generally be eligible for resale upon the expiration of applicable lock-up periods. Pursuant to the Shareholders Agreement, the Formula 1 Selling Shareholders will be generally restricted from selling shares of FWONK during the first six months following the Second Closing (the "six month lock-up period"). We have entered into a waiver to the Shareholders Agreement with CVC, as the shareholder representative, to provide for an exception during the six month lock-up period of a single underwritten offering in an aggregate offering amount not to exceed $775 million (plus an additional number of shares of FWONK which may be sold upon the exercise of any customary option granted to the underwriters of such offering) at an offering price of no less than $25.00 per share. This sale of the shares offered hereby by the Selling Stockholders is being made pursuant to this exception, and, following the completion of this offering, the Selling Stockholders will continue to be subject to the six month lock-up period until its expiration. In addition, a limited number of management Formula 1 Selling Shareholders were granted an exception to their lock-up restrictions to enable them to sell a number of shares that would allow them to cover their tax liabilities relating to the non-cash consideration received by them at the Second Closing. This sale was completed on January 30, 2017 pursuant to a previously filed registration statement, and these management Formula 1 Selling Shareholders are now subject to the same lock-up arrangements as the other Formula 1 Selling Shareholders.

          The third party investors, who collectively own 62 million shares of FWONK, are generally restricted from selling shares of FWONK during the first six months following the Second Closing or, if earlier, until the fourth week following any underwritten offering by the Formula 1 Selling Shareholders (other than the sale by the management Formula 1 Selling Shareholders completed on January 30, 2017). As a result of this offering by the Selling Stockholders, the restriction on the

S-23


Table of Contents

third party investors' ability to sell their shares will expire four weeks following the closing date of this offering.

          In connection with the offering of the shares of FWONK pursuant to this prospectus supplement, we have agreed, and our directors and executive officers and the Selling Stockholders have separately agreed, to be subject to certain restrictions on our and their ability to sell shares of FWONK during the 90 days following the date of this prospectus supplement. The representatives may waive these restrictions on our ability, and the ability of our directors, executive officers and the Selling Stockholders, to sell shares of FWONK during this period in their sole discretion. For more information concerning these restrictions, see "Underwriting." Following the expiration of the 90 day lock-up period, such restrictions will terminate.

          See "Risk Factors-Risk Factors Relating to this Offering and the Formula 1 Acquisition- Sales (or anticipated sales) of shares of FWONK that were issued in connection with the Formula 1 Acquisition or otherwise may negatively affect the trading price of shares of FWONK."

S-24


Table of Contents


UNDERWRITING

          We and the Selling Stockholders are offering the shares of FWONK described in this prospectus supplement through a number of underwriters. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives of the underwriters. We and the Selling Stockholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the Selling Stockholders have severally agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus supplement, the number of shares of FWONK listed next to its name in the following table:

Name
    Number of
Shares
 

Goldman Sachs & Co. LLC

       

J.P. Morgan Securities LLC

       

Morgan Stanley & Co. LLC

       

Barclays Capital Inc. 

       

Credit Suisse Securities (USA) LLC

       

Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated

       

Total

       

          The underwriters are committed to purchase all of the shares of FWONK offered by us and the Selling Stockholders if they purchase any shares. The offering of the shares of FWONK by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

          The underwriters propose to offer the shares of FWONK directly to the public at the initial public offering price set forth on the cover page of this prospectus supplement and to certain dealers at that price less a concession not in excess of $             per share. Any such dealers may resell shares of FWONK to certain other brokers or dealers at a discount of up to $             per share from the initial public offering price. After the initial offering of the shares of FWONK to the public, the offering price and other selling terms may be changed by the underwriters. Sales of shares of FWONK made outside of the United States may be made by affiliates of the underwriters.

          The underwriters have an option to buy up to                  additional shares of FWONK from us and the Selling Stockholders at the public offering price listed on the cover page of this prospectus supplement. The underwriters have 30 days from the date of this prospectus supplement to exercise this option to purchase additional shares of FWONK. If any shares of FWONK are purchased with this option to purchase additional shares, the underwriters will purchase shares of FWONK first from the Selling Stockholders, and will purchase from the Company any additional shares subject to the option to purchase in excess of those offered for sale by the Selling Stockholders. If any shares of FWONK are purchased with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of FWONK are purchased, the underwriters will offer the additional shares of FWONK on the same terms as those on which the shares of FWONK are being offered by this prospectus supplement and the accompanying base prospectus.

S-25


Table of Contents

          The underwriting fee is equal to the public offering price per share of FWONK less the amount paid by the underwriters to us and the Selling Stockholders per share of FWONK. The underwriting fee is $             per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters, assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of FWONK.

    Without
option to
purchase
additional
shares
exercise
    With full
option to
purchase
additional
shares
exercise
 

Per Share

  $     $    

Total

  $     $    

          We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $1 million.

          A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares of FWONK to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

          We have agreed that we will not (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of FWONK or any securities convertible into or exercisable or exchangeable for shares of FWONK, or publicly announce an intention to do any of the foregoing, or file any registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other arrangement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of FWONK or such other securities, in cash or otherwise, in each case without the prior written consent of the representatives for a period of 90 days after the date of this prospectus supplement, other than (a) the shares of FWONK to be sold hereunder, (b) any shares of FWONK issued by us upon the exercise of an option, stock appreciation award or warrant or the conversion of a security outstanding on the date of this prospectus supplement, (c) any shares of FWONK issued or options to purchase FWONK granted, or stock appreciation rights or restricted shares units relating to shares of FWONK granted, pursuant to our existing employee benefit plans or pursuant to any employee benefit plans that may be approved after the date of this prospectus supplement at our Annual Meeting of the Stockholders to be held on May 24, 2017, (d) any shares of FWONK issued pursuant to any non-employee director stock plan or dividend reinvestment plan, (e) any shares of FWONK that may be issued to one or more teams that compete in events sponsored by Delta Topco and its affiliates, provided that the representatives receive a signed lock up agreement for the balance of the lock-up period from the recipient of such shares, (f) the filing of any registration statement pursuant to our registration obligations to third party investors that agreed to acquire shares of FWONK that would otherwise have been issued to Delta Topco's selling shareholders in the Formula One Acquisition or (g) the filing of any registration statement relating to any employee benefit plans that may be approved after the date of this prospectus supplement at our Annual Meeting of the Stockholders to be held on May 24, 2017.

S-26


Table of Contents

          Our directors and executive officers and the Selling Stockholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 90 days after the date of this prospectus supplement, may not, without the prior written consent of the representatives, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of FWONK or any securities convertible into or exchangeable or exercisable for shares of FWONK, whether owned at the date of such lock-up agreement or thereafter acquired by such person or entity or with respect to which such person or entity had or thereafter acquires the power of disposition, or publicly announce an intention to do any of the foregoing (other than as required by applicable law), or exercise any right with respect to the registration of any of the foregoing, or file or cause to be filed any registration statement in connection therewith under the Securities Act, or (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of shares of FWONK, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of FWONK or other securities, in cash or otherwise.

          We and the Selling Stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

          In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of FWONK in the open market for the purpose of preventing or retarding a decline in the market price of the shares of FWONK while this offering is in progress. These stabilizing transactions may include making short sales of the shares of FWONK, which involves the sale by the underwriters of a greater number of shares of FWONK than they are required to purchase in this offering, and purchasing shares of FWONK on the open market to cover positions created by short sales. Short sales may be "covered" shorts, which are short positions in an amount not greater than the underwriters' option to purchase additional shares of FWONK referred to above, or may be "naked" shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares of FWONK, in whole or in part, or by purchasing shares of FWONK in the open market. In making this determination, the underwriters will consider, among other things, the price of shares of FWONK available for purchase in the open market compared to the price at which the underwriters may purchase shares of FWONK through their option to purchase additional shares of FWONK. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of FWONK in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares of FWONK in the open market to cover the position.

          The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the shares of FWONK, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase shares of FWONK in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares of FWONK as part of this offering to repay the underwriting discount received by them.

          These activities may have the effect of raising or maintaining the market price of the shares of FWONK or preventing or retarding a decline in the market price of the shares of FWONK, and, as a result, the price of the shares of FWONK may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the Nasdaq, in the over-the-counter market or otherwise.

S-27


Table of Contents

          In addition, in connection with this offering, certain of the underwriters (and selling group members) may engage in passive market making transactions in shares of FWONK on the Nasdaq prior to the pricing and completion of this offering. Passive market making consists of displaying bids on the Nasdaq no higher than the bid prices of independent market makers and making purchases at prices no higher than these independent bids and effected in response to order flow. Net purchases by a passive market maker on each day are generally limited to a specified percentage of the passive market maker's average daily trading volume in the shares of FWONK during a specified period and must be discontinued when such limit is reached. Passive market making may cause the price of shares of FWONK to be higher than the price that otherwise would exist in the open market in the absence of these transactions. If passive market making is commenced, it may be discontinued at any time.

          Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus supplement and the accompanying base prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement and the accompanying base prospectus may not be offered or sold, directly or indirectly, nor may this prospectus supplement and the accompanying base prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement and the accompanying base prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement and the accompanying base prospectus. This prospectus supplement and the accompanying base prospectus do not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement and the accompanying base prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

          This prospectus supplement and the accompanying base prospectus are not formal disclosure documents and have not been, nor will be, lodged with the Australian Securities and Investments Commission. This prospectus supplement and the accompanying base prospectus do not purport to contain all information that an investor or their professional advisers would expect to find in a prospectus or other disclosure document (as defined in the Corporations Act 2001 (Australia)) for the purposes of Part 6D.2 of the Corporations Act 2001 (Australia) or in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia), in either case, in relation to the shares of FWONK.

          The shares of FWONK are not being offered in Australia to "retail clients" as defined in sections 761G and 761GA of the Corporations Act 2001 (Australia). This offering is being made in Australia solely to "wholesale clients" for the purposes of section 761G of the Corporations Act 2001 (Australia) and, as such, no prospectus, product disclosure statement or other disclosure document in relation to the shares of FWONK has been, or will be, prepared.

          This prospectus supplement and the accompanying base prospectus do not constitute an offer in Australia other than to persons who do not require disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) and who are wholesale clients for the purposes of section 761G of the Corporations Act 2001 (Australia). By submitting an application for shares of FWONK, you represent and warrant to us that you are a person who does not require disclosure under Part 6D.2 and who is a wholesale client for the purposes of section 761G of the Corporations Act 2001 (Australia). If any recipient of this prospectus supplement and the accompanying base prospectus is not a wholesale client, no offer of, or invitation to apply for, shares of FWONK shall be deemed to

S-28


Table of Contents

be made to such recipient and no applications for shares of FWONK will be accepted from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for shares of FWONK you undertake to us that, for a period of 12 months from the date of issue of the shares of FWONK, you will not transfer any interest in the shares of FWONK to any person in Australia other than to a person who does not require disclosure under Part 6D.2 and who is a wholesale client.

          Shares of FWONK may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

          The shares of FWONK may be offered to persons located in the British Virgin Islands who are "qualified investors" for the purposes of the Securities Investment Business Act 2010 ("SIBA"). Qualified investors include (i) certain entities which are regulated by the Financial Services Commission in the British Virgin Islands, including banks, insurance companies, licensees under SIBA and public, professional and private mutual funds; (ii) a company, any securities of which are listed on a recognised exchange; and (iii) persons defined as "professional investors" under SIBA, which is any person (a) whose ordinary business involves, whether for that person's own account or the account of others, the acquisition or disposal of property of the same kind as the property, or a substantial part of the property of the Company; or (b) who has signed a declaration that he, whether individually or jointly with his spouse, has net worth in excess of US$1,000,000 and that he consents to being treated as a professional investor.

          The shares of FWONK may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of FWONK must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

          Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement and the accompanying base prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

          Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriter is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

S-29


Table of Contents

          This prospectus supplement and the accompanying base prospectus do not constitute a public offer of shares, whether by sale or subscription, in the People's Republic of China (the "PRC"). The shares of FWONK are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.

          Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the shares of FWONK or any beneficial interest therein without obtaining all prior PRC's governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

          This prospectus supplement and the accompanying base prospectus relate to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus supplement and the accompanying base prospectus are intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. This prospectus supplement and the accompanying base prospectus must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement and the accompanying base prospectus nor taken steps to verify the information set forth herein and has no responsibility for this prospectus supplement and the accompanying base prospectus. The shares of FWONK to which this prospectus supplement and the accompanying base prospectus relate may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares of FWONK offered should conduct their own due diligence on the shares of FWONK. If you do not understand the contents of this prospectus supplement and the accompanying base prospectus you should consult an authorized financial advisor.

          In relation to each member state of the European Economic Area, no offer of shares of FWONK which are the subject of the offering has been, or will be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:

          provided that no such offer of shares referred to in (a) to (c) above shall result in a requirement for Liberty Media or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

          Each person located in a Member State to whom any offer of shares of FWONK is made or who receives any communication in respect of an offer of shares of FWONK, or who initially acquires any shares of FWONK will be deemed to have represented, warranted, acknowledged and agreed to and with the underwriters, Liberty Media and the Selling Stockholders that (1) it is a "qualified investor" within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any shares of FWONK acquired by it as a

S-30


Table of Contents

financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the shares of FWONK acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the underwriters has been given to the offer or resale; or where shares of FWONK have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those shares of FWONK to it is not treated under the Prospectus Directive as having been made to such persons.

          Liberty Media, the Selling Stockholders, the underwriters and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.

          This prospectus supplement and the accompanying base prospectus have been prepared on the basis that any offer of shares of FWONK in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares of FWONK. Accordingly, any person making or intending to make an offer in that Member State of shares of FWONK which are the subject of the offering contemplated in this prospectus supplement and the accompanying base prospectus may only do so in circumstances in which no obligation arises for Liberty Media, the Selling Stockholders or the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither Liberty Media, the Selling Stockholders, nor the underwriter have authorized, nor do they authorize, the making of any offer of shares of FWONK in circumstances in which an obligation arises for Liberty Media, the Selling Stockholders, or the underwriters to publish a prospectus for such offer.

          For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares of FWONK in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of FWONK to be offered so as to enable an investor to decide to purchase or subscribe the shares of FWONK, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.

          The contents of this prospectus supplement and the accompanying base prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer of shares of FWONK pursuant to this prospectus supplement and the accompanying base prospectus. If you are in any doubt about any of the contents of this prospectus supplement and the accompanying base prospectus, you should obtain independent professional advice. Please note that (i) shares of FWONK may not be offered or sold in Hong Kong, by means of this prospectus supplement and the accompanying base prospectus or any document other than to "professional investors" within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) ("SFO") and any rules made thereunder, or in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) ("CO") or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to shares of FWONK may be issued to or may be in the possession of any person for the purpose of issue (in each case, whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares of FWONK which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the SFO and any rules made thereunder.

S-31


Table of Contents

          The shares of FWONK have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the "Financial Instruments and Exchange Law") and our shares of FWONK will not be offered or sold, directly or indirectly, in Japan, or to, or for the benefit of, any resident of Japan (which term, as used herein, means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan, or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

          The shares of FWONK have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the "FSCMA"), and the shares of FWONK have been and will be offered in Korea as a private placement under the FSCMA. None of the shares of FWONK may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the "FETL"). Furthermore, the purchaser of shares of FWONK shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of shares of FWONK. By the purchase of shares of FWONK, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares pursuant to the applicable laws and regulations of Korea.

          No prospectus or other offering material or document in connection with the offer and sale of the shares has been or will be registered with the Securities Commission of Malaysia ("Commission of Malaysia") for the Commission of Malaysia's approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus supplement and the accompanying base prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of FWONK may not be circulated or distributed, nor may the shares of FWONK be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission of Malaysia; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the shares of FWONK, as principal, if the offer is on terms that the shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission of Malaysia; provided

S-32


Table of Contents

that, in the each of the preceding categories (i) to (xi), the distribution of the shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus supplement and the accompanying base prospectus is subject to Malaysian laws. This prospectus supplement and the accompanying base prospectus do not constitute, and may not be used for the purpose of, a public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase of any securities requiring the registration of a prospectus with the Commission of Malaysia under the Capital Markets and Services Act 2007.

          This prospectus supplement and the accompanying base prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority ("CMA") pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the "CMA Regulations"). The CMA does not make any representation as to the accuracy or completeness of this prospectus supplement and the accompanying base prospectus and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus supplement and the accompanying base prospectus. Prospective purchasers of the shares of FWONK offered hereby should conduct their own due diligence on the accuracy of the information relating to the shares of FWONK. If you do not understand the contents of this prospectus supplement and the accompanying base prospectus, you should consult an authorized financial adviser.

          This prospectus supplement and accompanying base prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and accompanying base prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of FWONK may not be circulated or distributed, nor may shares of FWONK be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

          Where shares of FWONK are subscribed or purchased under Section 275 by a relevant person which is:

          securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months

S-33


Table of Contents

after that corporation or that trust has acquired shares of FWONK pursuant to an offer made under Section 275 except:

          Due to restrictions under the securities laws of South Africa, the shares are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies.

          No "offer to the public" (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the "South African Companies Act")) in South Africa is being made in connection with the issue of the shares of FWONK. Accordingly, this prospectus supplement and accompanying base prospectus do not, nor are they intended to, constitute a "registered prospectus" (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and have not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. Any issue or offering of the shares of FWONK in South Africa constitutes an offer of the shares of FWONK in South Africa for subscription or sale in South Africa only to persons who fall within the exemption from "offers to the public" set out in section 96(1)(a) of the South African Companies Act. Accordingly, this prospectus supplement and accompanying base prospectus must not be acted on or relied on by persons in South Africa who do not fall within section 96(1)(a) of the South African Companies Act (such persons being referred to as "SA Relevant Persons"). Any investment or investment activity to which this prospectus supplement and accompanying base prospectus relate is available in South Africa only to SA Relevant Persons and will be engaged in South Africa only with SA relevant persons.

S-34


Table of Contents

          This prospectus supplement and the accompanying base prospectus do not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations ("CO") and the shares of FWONK will not be listed on the SIX Swiss Exchange. Therefore, this prospectus supplement and the accompanying base prospectus may not comply with the disclosure standards of the CO and/or the listing rules (including any prospectus schemes) of the SIX Swiss Exchange. Accordingly, the shares of FWONK may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors, which do not subscribe to the shares of FWONK with a view to distribution.

          The shares of FWONK have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares of FWONK in Taiwan.

          The shares of FWONK have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus supplement and the accompanying base prospectus do not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and are not intended to be a public offer. This prospectus supplement and the accompanying base prospectus have not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

          In the United Kingdom, this prospectus supplement and accompanying base prospectus is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This prospectus supplement and accompanying base prospectus must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

          The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the

S-35


Table of Contents

underwriters and their affiliates have provided in the past to us and our affiliates and certain of the Selling Stockholders, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services for us and such affiliates and certain of the Selling Stockholders in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account or the account of customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of Liberty Media (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with Liberty Media. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

          One of the Selling Stockholders is an affiliate of one of the underwriters in this offering and will receive proceeds from this offering in an amount that is equal to less than five percent of the aggregate proceeds of this offering.

S-36


Table of Contents


LEGAL MATTERS

          Certain legal matters with respect to the validity of the securities that may be sold pursuant to this prospectus supplement and accompanying base prospectus will be passed upon for us by Baker Botts L.L.P., New York, New York. Certain legal matters in connection with the shares of FWONK offered hereby will be passed upon for the underwriters by Sidley Austin LLP. Certain legal matters will be passed upon for the Selling Stockholders by Freshfields Bruckhaus Deringer US LLP.


EXPERTS

          The consolidated financial statements of Liberty Media Corporation as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2016 have been incorporated by reference herein and in the registration statement on Form S-3 in reliance upon the reports of KPMG LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2016 consolidated financial statements refers to a change in the method of accounting for share-based payments due to the Company's adoption of FASB ASU 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.

          The consolidated financial statements of Delta Topco Limited at December 31, 2016 and 2015, and for each of the two years then ended, appearing in this prospectus supplement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Ernst & Young LLP's report also states that the consolidated statements of income and comprehensive income, changes in equity and cash flows for the year ended December 31, 2014 were not audited, reviewed or compiled by them and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance on them.


WHERE TO FIND MORE INFORMATION

          We have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 under the Securities Act with respect to the securities that may be sold using this prospectus supplement and accompanying base prospectus. This prospectus supplement and accompanying base prospectus, which forms a part of the registration statement, does not contain all the information included in the registration statement and the exhibits thereto. You should refer to the registration statement, including its exhibits and schedules, for further information about our company and the securities that may be sold pursuant to this prospectus.

          The Commission allows us to "incorporate by reference" information into this prospectus supplement and accompanying base prospectus, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus supplement and accompanying base prospectus, and is deemed to be part of this prospectus supplement and accompanying base prospectus. We incorporate by reference the following documents, previously filed with the Securities and Exchange Commission by us and any future filings made by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering described herein (other than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K):

S-37


Table of Contents

          Any statement, including financial statements, contained in the filings (or portions of the filings) incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement and accompanying base prospectus to the extent that a statement contained in this prospectus or any supplement or amendment to this prospectus modifies, conflicts with or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and accompanying base prospectus.

          You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or phone number:

Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Telephone: (720) 875-5400
Attention: Investor Relations

          Our annual, quarterly and current reports and other information are on file with the Commission. You may read and copy any document that we file at the Public Reference Room of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Our SEC filings are also available to the public from the Commission's website at http://www.sec.gov and can be found by searching the EDGAR archives on the website. In addition, our SEC filings may be obtained from our website at www.libertymedia.com.

S-38


Table of Contents


APPENDIX: BUSINESS AND FINANCIAL INFORMATION OF FORMULA 1

BUSINESS

Summary

          Formula 1 holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which Teams compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The World Championship, which has been held every year since 1950 and takes place on high-profile iconic circuits, is a global series with a varying number of Events taking place in different countries around the world each season. For 2017, 20 Events are scheduled to take place in 20 countries across Europe, Asia-Pacific, the Middle East and North and South America. In 2016, the World Championship was followed by hundreds of millions of television viewers in over 200 territories, and Formula 1's largest Events have hosted live audiences of up to 350,000 on race weekends, such as the British Grand Prix at the Silverstone circuit and the Mexican Grand Prix at the Autodromo Hermanos Rodriguez.

          Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various aspects of its management and administration, in the course of which it coordinates and transacts with the FIA, the governing body for world motor sport, the Teams, the race promoters that stage Events, various media organizations worldwide as well as advertisers and sponsors. Formula 1 also controls activities related to critical components of the World Championship, including filming Events, production of the international television feed and transport of its and the Teams' equipment, ensuring high quality and reducing delivery risk around the World Championship.

          Formula 1 also generates revenue from a variety of other sources, including the operation of the Formula 1 Paddock Club hospitality program (the "Paddock Club") at most Events, freight, logistical and travel related services for the Teams and other third parties, the FIA Formula 2 Championship™ (formerly GP2 Series™) ("F2") and the GP3 Series™ ("GP3"), which run principally as support races during Event weekends, television production and post-production and other licensing of the commercial rights associated with Formula 1, for example in connection with video games.

Strategy

          Formula 1's goal is to further broaden and increase the global scale and appeal of the World Championship in order to improve the overall value of Formula 1 as a sport and its financial performance. Key factors of this strategy include:

A-1


Table of Contents

Financial Profile

          For the year ended December 31, 2016, Formula 1 recorded total revenue of $1.8 billion, Adjusted OIBDA of $439 million and cash provided by operating activities of $428 million. For the year ended December 31, 2015, Formula 1 recorded total revenue of $1.7 billion, Adjusted OIBDA of $462 million and cash provided by operating activities of $492 million.

Sources of Revenue

          Formula 1 derives the majority of its revenue from race promotion, broadcasting and advertising and sponsorship arrangements. A significant majority of the race promotion, broadcasting and advertising and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts. As of May 10, 2017, Formula 1 had long-term contracted revenue of $7.7 billion, which amount is based on revenue receivable beginning January 1, 2017 under long-term contracts (after giving effect to recent contract renewals) and uses 2017 pound sterling rates to translate 2017 and future pound sterling denominated contract values (rates which are significantly lower than those used for calculating revenues under contracts in 2016). Formula 1 seeks to engage in contract renewal negotiations at optimal times and without regard to a predetermined schedule, which can result in variability of renewal dates from year to year.

Race Promotion

          Formula 1 grants to race promoters the rights to host, stage and promote each Event pursuant to contracts that typically have an initial term of five to seven years and often include an option, exercisable by Formula 1, to extend the contract for up to an additional five years. For established Events, the duration of the contract is more variable according to local market conditions. These contracts may allow for flat fees over the term, but more typically they include annual fee escalators over the life of the contract, which are typically based on annual movement in a selected consumer price index or fixed percentages of up to 5% per year. Formula 1's revenue from race promoters in 2016, 2015 and 2014 represented 36.4%, 35.3% and 33.5%, respectively, of total revenue.

          Race promoters are generally circuit owners, local and national automobile clubs, special event organizers or governmental bodies. Race promoters generate revenue from ticket sales and sometimes from concessions, merchandising and secondary hospitality offerings (other than the Paddock Club). Tickets are sold for the entire Event weekend or individual days.

Broadcasting

          Formula 1 licenses rights to broadcast Events on television and other media platforms in specified countries or regions and in specified languages. These may also include rights to broadcast the race, practice and qualifying sessions, interactive television/digital services, repeat broadcasts and highlights. These contracts, which we refer to as television rights agreements ("TRAs"), typically have a term of three to five years. While annual fees from broadcasters may stay constant, they often increase each year during the term of the TRA by varying amounts typically of up to 10% per annum. Formula 1's revenue from TRAs in 2016, 2015 and 2014 represented 32.7%, 32.3% and 32.0%, respectively, of total revenue.

          Formula 1's broadcasting revenue is generated from: (a) free-to-air television broadcasts, which are received by the end user without charge (other than any television license fee), and non-premium cable, satellite and other broadcasts, which are received as part of a subscriber's basic package (together, "free-to-air television"); and (b) premium and pay-per-view cable and satellite broadcasts, where the subscriber pays a premium fee to receive programming on a

A-2


Table of Contents

package or per-event basis ("pay television"). Formula 1 currently has 12 free-to-air television agreements, nine pay television agreements, 27 agreements covering both free-to-air and pay television and four other agreements (one for transmissions to British bases overseas, two global news syndication and distribution contracts and one global in-flight/ship at sea distribution contract). Formula 1's key broadcasters include Channel 4 (free-to-air television) and Sky (pay television) in the United Kingdom, RTL (free-to-air television) and Sky Deutschland (pay television) in Germany, RAI (free-to-air television) and Sky Italia (pay television) in Italy, Movistar (pay television) in Spain, Canal+ (pay television) in France, Globo (free-to-air television) in Brazil, NBC (free-to-air television) in the United States, Fox Sports (pay television) in Pan Asia and beIn Sports (pay television) in the Middle East.

          Formula 1 believes that the right to broadcast premium sporting events is a growing market. For example, according to reports in the New York Times, the average annual value of the current broadcasting contract over the immediately prior broadcasting contract has reportedly increased between 1.2x for the Olympic Games (calculated based on the average value per Olympiad held over the course of the contract), broadcast by NBC, and 2.9x for the National Basketball Association, broadcast by ESPN and Turner Broadcasting. The value of broadcast rights is in significant part determined by reference to audience size and popularity, which is difficult to predict. Formula 1 can provide no assurance as to future broadcasting contract growth.

Viewers

          Formula 1 believes that it is attractive to broadcasters because of its premium live content and viewership, which is typically male orientated with above average incomes. Formula 1 has TRAs covering all significant countries and regions globally. In 2016, Formula 1 received a total of 48,921 hours of global television coverage. Additionally, in 2016, Formula 1 had a cumulative live television audience of approximately 390 million unique global viewers, and had, on average, a live television audience of approximately 85 million unique global viewers per race, measured by the definition of 15 minutes of viewing time. This figure relates only to dedicated programming and does not include those viewers that see Formula 1 on the news or via other media. Formula 1 can have a positive effect on a network's viewership. The following graphic depicts the approximate cumulative global audience, in millions, of several high profile global sporting events, including Formula 1, during calendar year 2014.

A-3


Table of Contents

GRAPHIC


Source: Formula 1, Nielsen Sports 2015 'Sports Comparison Report' covering calendar year 2014.

Note: The audiences shown relate to 12 major sporting markets where TV ratings are readily available: Brazil, Canada, France, Germany, Italy, Japan, Mexico, Russia, South Korea, Spain, UK & USA.

          Viewership in a specific country can be influenced significantly by the performance of local drivers. For example, the previously very high viewership in Germany dropped after Michael Schumacher's original retirement in 2006 but increased in 2010 and 2011 because of Sebastian Vettel winning the Drivers' Championship in those years. More recently, audience reach in the Netherlands significantly increased as Max Verstappen made his debut for Toro Rosso in 2015. Formula 1 is able to suggest (subject to FIA approval) race times to maximize the sport's global viewership, including by introducing late afternoon and night races for Middle East and Asian Events to maximize the core European viewership.

          In addition to seeking growth in television viewership, Formula 1 believes that it has significant opportunity to enhance its global appeal by developing its media assets, including social media and digital media assets. Formula 1 management estimates that it owns over 55,000 hours of owned library content. In 2016, Formula 1's publicly available digital media content was viewed approximately 270 million times and its social media channels received over 3.5 billion impressions.

A-4


Table of Contents

Advertising and Sponsorship

          Formula 1 sells Event-based advertising and sponsorship in the form of trackside advertising and race title sponsorship packages. In addition, advertisers can acquire status as a Global Partner of Formula 1 and/or Official Supplier to Formula 1. These advertiser and sponsor contracts typically have a term of three to five years (but may on occasion be of longer duration). Payments often increase each year based on a fixed amount, a fixed percentage or in accordance with the United States or European consumer price index or another agreed metric. Separately, the Teams sell sponsorship rights primarily in the form of logo displays on cars, equipment and driver and Team uniforms, although Formula 1 does not derive any revenue from such sales. Formula 1's revenue from advertising and sponsorship contracts in 2016, 2015 and 2014 represented 14.6%, 14.4% and 15.3%, respectively, of total revenue.

Other Revenue

          Formula 1 also generates revenue from a variety of other sources, including the operation of the Paddock Club race-based corporate hospitality program at most Events, freight and related logistical and travel services, support races at Events (either from the direct operation of the F2 and GP3 series which are owned by Formula 1 or from the licensing of other third party series or individual race events), various television production and post-production activities, and other Formula 1 ancillary operations. Formula 1's revenue from these other sources in 2016, 2015 and 2014 represented 16.4%, 18.0% and 19.3%, respectively, of its total revenue, and in each year includes approximately 5%-7% generated from the Teams' purchase of services from Formula 1.

          Formula 1's business is global and diversified across six of the seven major regions in the world. In 2016, Europe, Asia, the Americas and the Middle East/Other accounted for 60.5%, 16.9%, 10.4% and 12.1%, respectively, of Formula 1's total revenue based on the location of the relevant trading counterparty's headquarters. Formula 1 has significantly expanded its business activities throughout the world by entering into additional broadcasting contracts and adding new Events such as those in Mexico, Singapore, Abu Dhabi, the United States, Russia and Azerbaijan.

FIA and the Teams

          Formula 1's business is built on a number of key relationships — those with the FIA, the Teams and Formula 1's principal commercial partners. See "— Key Commercial Agreements" below for more information about Formula 1's relationships with the FIA and the Teams.

FIA

          The FIA is the governing body for world motor sport and as such, is solely responsible for regulating the sporting, technical and safety aspects of the World Championship, including race circuits to be used by race promoters, through the FIA's F1 Commission and World Motor Sport Council. The FIA regulates a number of motor sports, with the World Championship being the most prominent. The FIA owns the World Championship and has granted Formula 1 the exclusive commercial rights to the World Championship until the end of 2110 under the 100-Year Agreements. In addition, the FIA, through its World Motor Sport Council, approves the calendar for the World Championship each year based on the agreed race promoter contracts for the coming season. Under the 100-Year Agreements, Formula 1 is only permitted to enter into race promotion contracts that are substantially in the form agreed between Formula 1 and the FIA.

Teams

          The Teams are the participants in the World Championship and its Events, competing for the annual Constructors' Championship, and their drivers compete for the annual Drivers'

A-5


Table of Contents

Championship. There are ten Teams competing in the 2017 World Championship. To be eligible to compete, a Team is responsible for the design and manufacturing of certain key parts of its cars, including the chassis. Currently, the Teams are supplied race engines by one of Ferrari, Mercedes, Renault or Honda. Under the terms of the Current Concorde Arrangements, Teams are entitled to receive significant team payments from a Formula 1 prize fund (the "Prize Fund") based primarily on their results in prior years' Constructors' Championships. Formula 1 has no direct or indirect ownership interest in any Team, nor does it have any contractual arrangements with the drivers, who are all employed or contracted directly by the Teams.

          Each Team is responsible for securing its own drivers and funding the cost to race in the World Championship. They receive Team payments from Formula 1 (principally a share in the Prize Fund) as well as sponsorship and advertising revenue from their own partners. The Current Concorde Arrangements between Formula 1, the FIA and the Teams defines the terms of the Team's participation in the World Championship (for further detail on these arrangements, see "— Key Commercial Agreements — Current Concorde Arrangements" below.

Event Calendar

          The FIA's World Motor Sport Council considers and approves the World Championship calendar that Formula 1 proposes based on the agreed race promoter contracts for the forthcoming season. The World Championship calendar is typically approved in December for the following year's World Championship. Provisional approval typically occurs in September and as early as June. The race circuits used by race promoters must be approved by the FIA.

Race Circuits

          The World Championship takes place on a number of high profile iconic circuits, including Silverstone, Monaco and Singapore. Circuits are typically dedicated circuits of varying distances (typically three to six kilometers), with a combination of esses, straights, chicanes, bends, corners, curves, hairpins, climbs, descents and scenery. The circuit at Spa-Francorchamps in Belgium, for example, runs through a part of the Ardennes forest. Street races remain popular and races in Australia, Monaco, Singapore, Russia and Azerbaijan are all run on street (or temporary) circuits.

Event Weekend

          An Event typically takes place over a three-day weekend. It begins with two practice sessions on Friday (except in Monaco, where Friday practices are moved to Thursday) and one practice on Saturday. A qualifying session is held after the practice session on Saturday, which determines the starting order for the race on Sunday. Each race typically takes up to two hours to complete with cars covering approximately 180 to 200 miles at top speeds of over 200 miles per hour. F2 practice and qualifying occurs on Friday, with a race on Saturday and a sprint race on Sunday. There are also other independent third-party support series such as the Porsche Supercup, a GT motor sport series, and individual support events that run over the Event weekends. In 2016, Formula 1 had 21 Events lasting three days each for 63 total Event days. Formula 1 attracts a broad spectrum of fans including some of the world's most recognized personalities, music and film stars, sports personalities, royalty, high-profile business leaders and politicians.

Team Economics

          Over the years, a large number of Teams have participated in Formula 1, with Ferrari being the only Team which has participated in every World Championship since 1950. A significant number of the current Teams have been racing for many years, whether under their current or previous names. Team owners looking to exit Formula 1 can sell their Team to new owners who would then be able

A-6


Table of Contents

to start out in Formula 1 with a fully resourced Team, pre-developed technology and facilities and, in some cases, an established brand name with existing Prize Fund performance qualifications under the Current Concorde Arrangements.

          All Teams compete in the World Championship with the ambition to finish as high in the Constructors' and Drivers' Championships as possible. Some Teams exist solely to race in Formula 1, whereas others may be used as a marketing opportunity for its parent company's core business. Car manufacturers may also invest in a Team to develop technology that will be used in their road cars for the retail market. Many Teams, including manufacturer owned Teams, participate to promote their brand.

          Teams competing in Formula 1 require significant financial resources. In addition to its drivers, a Team employs a technical staff of mechanics, engineers and car designers together with a large support staff operation. Teams also incur costs in relation to their cars, equipment, testing and development.

          The Teams generate the majority of their revenue from corporate sponsorship (which in some instances comes from parent companies) and Team payments from Formula 1. In addition, the leading Teams benefit from the sale of technology to other Teams or exploitation of their technology outside motor sport. Teams also raise some revenues from merchandising and licensing activities. Total revenues vary significantly from Team to Team but are principally driven by their performance in the World Championship and their attractiveness as an advertising and sponsorship platform.

          Corporate sponsorship can consist of both monetary payments and contributions in-kind from suppliers. Team sponsors represent a variety of industries and include luxury automobiles, technology, telecommunications, financial services, energy and soft drinks.

          The primary form of corporate exposure is through logo displays on cars, equipment and driver and Team uniforms, which are then on display during the live television broadcast and other media coverage of Events. For engine and other automotive related sponsors (such as tires, fuel, oil and engines), Formula 1 believes that Formula 1 sponsorship can create a heightened perception of engineering and technological proficiency and is likely to form a part of the sponsor's own research and development efforts.

Drivers

          One of the distinctive features of the World Championship is the celebrity and diversity of its drivers. Differences in nationalities, temperaments and racing styles form part of the attractive mosaic of Formula 1.

          The success of a local driver also impacts the television viewership and revenue generated from that country or region. World Champions from Germany (Vettel), Spain (Alonso) and the United Kingdom (Button and Hamilton) have helped grow and sustain the Formula 1 business in those countries. For this reason, Formula 1 encourages the development of drivers from other strategic markets. F2 and GP3 provide the training ground and stepping stones to Formula 1 for these drivers.

          To participate in Formula 1, all drivers are required to hold an FIA Super Licence, which is issued by the FIA only after the driver has met specific qualification criteria.

          All drivers are employed or contracted by the Teams and have no contractual relationship with Formula 1.

A-7


Table of Contents

Key Commercial Agreements

          Under the 100-Year Agreements entered into by Formula 1 and the FIA in 2001, Formula 1 was granted an exclusive license with respect to all of the commercial rights to the World Championship, including its trademarks, in exchange for a significant one-time fee of $313.6 million in 2001 and annual escalating regulatory fees to the FIA. This license, which took effect on January 1, 2011 and expires on December 31, 2110, maintains Formula 1's exclusive commercial rights to the World Championship which Formula 1 held under previous agreements with the FIA. For 2016, Formula 1 paid the FIA an approximate $26.8 million cash regulatory fee.

          The 100-Year Agreements also provide that Formula 1 may appoint a representative to the FIA, subject to the FIA's approval, and that person will be a member of the FIA's F1 Commission and World Motor Sport Council. The FIA may terminate the 100-Year Agreements and Formula 1's exclusive license upon a change of control of Delta Topco, unless either the FIA previously approved the transaction or the transaction falls within one of a number of specified exceptions. Formula 1 obtained the FIA's approval of its acquisition by Liberty Media under the 100-Year Agreements.

          In addition, the FIA may terminate Formula 1's license if (i) certain Delta Topco subsidiaries party to the 100-Year Agreements become insolvent; (ii) Formula 1 fails to pay an amount due to the FIA and such non-payment is not cured within 30 days of FIA's demand for payment; (iii) arbitrators declare that Formula 1 materially breached the 100-Year Agreements and Formula 1 has not paid to the FIA certain penalties to cure such breach; or (iv) Formula 1 changes or removes certain of the FIA's rights without its prior consent.

          From 1981 until 2012, successive Concorde Agreements governed the relationship between Formula 1, the FIA and the Teams, including the regulation of the World Championship. After the previous Concorde Agreement expired on December 31, 2012, Formula 1 entered into a separate binding agreement with each Team (the "Team Agreements"), securing the relevant Team's commitment to continue participating in the World Championship until December 31, 2020. In addition, Formula 1 entered into the 2013 Concorde Implementation Agreement with the FIA in 2013. The 2013 Concorde Implementation Agreement, in addition to making certain modifications to the 100-Year Agreements for the period to end 2030, provides that the FIA agrees to provide certain sporting governance arrangements and regulatory safeguards for the benefit of the Teams, to enter into a new Concorde Agreement for a term of eight years (from 2013 to 2020) reflecting those sporting governance arrangements and regulatory safeguards and to enter into a subsequent Concorde Agreement from 2021 to 2030 or to extend the sporting governance arrangements or regulatory safeguards agreed under the 2013 Concorde Implementation Agreement on substantially the same terms from 2021 to 2030. The Team Agreements and the 2013 Concorde Implementation Agreement (collectively, the "Current Concorde Arrangements") together provide the contractual framework for the World Championship that was previously set out in the Concorde Agreements.

          Under the Current Concorde Arrangements, among other things, the Teams agree to participate in the World Championship during the term of the Current Concorde Arrangements and Formula 1 agrees to make certain prize fund payments to them based on their performance in the Constructors' Championship and other principles (such as success, heritage and longevity in Formula 1) and measures of performance selected by Formula 1.

A-8


Table of Contents

          As discussed above, Formula 1 and each of the Teams have entered into separate Team Agreements that establish a Prize Fund, establish procedures for setting the World Championship calendar, give the Teams the right to nominate and, in some cases, appoint directors to Delta Topco's board, and provide for certain termination rights.

          The Team Agreements establish the Prize Fund to be paid to the Teams that is funded with a certain percentage of Formula 1's Prize Fund Adjusted EBITDA plus additional amounts that Formula 1 expects to range from $120 million to $175 million. The majority of the Prize Fund is paid to individual Teams based on their results in prior Constructors' Championships, and the balance paid to Teams that have achieved certain milestones based on Formula 1's principles and measures of performance. Independent auditors perform certain agreed-upon procedures to provide a report to the Teams on the calculation, and allocation thereof, of all Team payments under the Prize Fund. See "Appendix: Business and Financial Information of Formula One — Management's Discussion and Analysis of Financial Condition and Results of Operations for the Years Ended December 31, 2016, 2015 and 2014 — Cost of Formula 1 Revenue" for additional description of the factors for determining the Prize Fund payments.

          Under the Team Agreements, the consent of a majority of certain Teams is required if there are more than 20 Events in a season or more than 17 Events are held in a season and the number of Events that are held outside Europe, the US or Canada exceeds 60% or more of the total number of Events in that season.

          The Team Agreements with McLaren and Mercedes grant the corporate parent of each of those Teams (McLaren Group Limited and Daimler AG, respectively) the right to appoint a team director (a "Team Director") until December 31, 2020 or the termination of the relevant Team Agreement, if earlier. Ferrari has an equivalent right, pursuant to a provision contained in all Team Agreements granting that right to the longest standing Team that has competed in the World Championship for the greatest number of seasons since 1950. Each of Daimler AG and Ferrari has exercised the relevant right and appointed a Team Director. Ferrari's Team Director is also entitled to be a member of Delta Topco's Audit and Ethics and Nomination Committees. In addition, the Teams have certain consultation rights with respect to the appointment of two independent non-executive directors to Delta Topco's board of directors, although Delta Topco does not require the consent of the Teams with respect to any such appointment.

          A Team Agreement may be terminated if the Team ceases to be a constructor, fails to participate in more than three Events in a season, fails to submit a valid entry for participation in the World Championship or becomes insolvent. Teams may also terminate their Team Agreements by written notice to Formula 1 under certain circumstances, including:

A-9


Table of Contents

          Under circuit rights agreements (the "Circuit Rights Agreements"), Formula 1 acquires from race promoters certain rights to commercially exploit the Events, including the rights to sell trackside and "official supplier" advertising and title sponsorship, a space in which to operate the Paddock Club (other than at three Events) and commercial use of the name of the Event and circuit. In a few cases a cash payment is made for the grant of these circuit rights and in others Formula 1 offers a commission or share of revenue to a race promoter where they have been instrumental in introducing a new sponsor from its territory that purchases a title sponsorship or trackside advertising. Circuit Rights Agreements typically have a term that is tied to the relevant race promoter contract.

Competition

          The World Championship competes with many alternative forms of entertainment, such as other sporting and live events, for television viewership, live attendance and advertising. For example, Formula 1 competes for broadcasting and advertising revenue with other global and regional Tier 1 sports, including the Olympic Games, FIFA World Cup, Champions League and Premier League. Within national markets, Formula 1 competes with local racing events, such as the Indianapolis 500 race and NASCAR in the United States.

Regulatory Matters — Competition Laws

          The operations and business of Formula 1 are subject to European and national competition laws which require Formula 1 at all times to ensure its business practices and agreements are consistent with the operation of competitive markets. Following an investigation by the EC into the commercialization of Formula 1 and related agreements in 1999, Formula 1 modified certain of its business practices and changed the terms of a number of its commercial contracts with Teams, broadcasters, promoters and the FIA. In October 2001, the EC issued two comfort letters to Formula 1 stating that it was no longer under investigation. Comfort letters are not binding on the EC and if it believes that there has been a material change in circumstances, further enforcement action could be taken. The EC issued a press release in October 2003 stating that it was satisfied that Formula 1 had complied with the modified practices and terms that had led to its issuing the 2001 comfort letters and that it had ended its monitoring of Formula 1's compliance.

Intellectual Property

          Formula 1 is the registered owner of a portfolio of trade mark registrations and applications, including for the F1 logo, the World Championship logo (which is used only in sporting contexts), "Formula One," "Formula 1," "F1" and "Grand Prix" when used in connection with any of the aforementioned and most of the official Event titles where they are capable of registration.

          Formula 1 owns the copyright on footage of each Event since 1981. Ownership of this copyright enables Formula 1 to license that footage to broadcasters and to take legal action against infringers of that copyright. Under the Current Concorde Arrangements, Formula 1 also has the exclusive right, subject to limited exceptions, to use each Team's intellectual property rights (including image rights) to portray the World Championship and/or any Event in any visual form.

Licenses and Permits

          Formula 1 is required to obtain permits for the allocation and use of radio frequencies which are necessary for the operation of live camera and other equipment used in the production of live television images and also in live radio communications used by Formula 1, the FIA, the Teams (including car to pit radio transmissions) and the emergency services. Such radio frequency permits

A-10


Table of Contents

are obtained by a dedicated unit in the television production team, with assistance from the local race promoter. Typically, such radio frequency permits are obtained from the relevant governmental authority responsible for licensing the use of radio frequencies in the host country of the relevant Event. The requirements and procedures for obtaining such permits vary by country and they may involve the completion of written formalities or the inspection by the relevant governmental authority of all equipment to be operated with a radio frequency. Permits are typically issued subject to conditions, which Formula 1 has generally been able to satisfy.

Employees

          As of March 31, 2017, Formula 1 had 390 employees, almost all of whom are based in England. To Formula 1's knowledge, none of Formula 1's employees are represented by a union. Formula 1 does not have a significant number of temporary employees. Formula 1 does engage a number of seasonal independent contractors for its technical operations.

Properties

          As of the date hereof, Formula 1 owns no material property. Delta Topco is based in Jersey. In addition, as of the date hereof, Formula 1 leases spaces for its offices in London, England and for its television production and technical operations in Kent, England.

A-11


Table of Contents


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014

          The following discussion and analysis provides information concerning the results of operations and financial condition of Formula 1. This discussion should be read in conjunction with the accompanying Formula 1 financial statements and the notes thereto. Additionally, the following discussion should be read in conjunction with Liberty Media's Annual Report on Form 10-K for the year ended December 31, 2016, including the definition of Adjusted OIBDA (with the addition of adding back amortization of prepaid contract rights). Formula 1 stand-alone operating results, as adjusted, were as follows:

    For the year ended
December 31,
 

    2016     2015     2014
(unaudited)
 

    (amounts in USD millions)  

Primary Formula 1 revenue

  $ 1,502     1,391     1,374  

Other Formula 1 revenue

    294     306     328  

Total Formula 1 revenue

    1,796     1,697     1,702  

Cost of Formula 1 revenue(1)

    (1,256 )   (1,140 )   (1,131 )

Gross profit

    540     557     571  

Selling, general and administrative expenses(2)

    (101 )   (95 )   (94 )

Adjusted OIBDA

    439     462     477  

Stock-based compensation expense

    (95 )   (98 )   (76 )

Depreciation and amortization expense

    (18 )   (19 )   (20 )

Amortization of prepaid contract rights

    (27 )   (27 )   (28 )

Operating income (loss)

  $ 299     318     353  

(1)
See "— Cost of Formula 1 revenue" for detail of the adjustments to Cost of Formula 1 revenue.

(2)
See "Selling, general and administrative expense" for details of the adjustments to Selling, general and administrative expenses.

Formula 1 revenue

Primary Formula 1 revenue

          Primary Formula 1 revenue represents the majority of Formula 1's revenue and is derived from the following streams:

          Primary Formula 1 revenue accounted for 84%, 82% and 81% of total revenue for the years ended December 31, 2016, 2015 and 2014, respectively.

          Formula 1 has entered into long term contracts for its race promotion, broadcasting and advertising and sponsorship businesses. Such contracts typically have high credit quality

A-12


Table of Contents

counterparties, are for multi-year terms, have built in annual fee escalators and require payment in advance. Additionally, Formula 1's primary revenue is spread over a large number of contracts with staggered expiration dates such that renewals occur on a rolling basis and are not overly concentrated in any one year. Historically, Formula 1's primary revenue has been largely contracted at the start of any year, and those contracts have generally translated into actual revenue by year end. The majority of Formula 1's contracts are denominated in US Dollars, but Formula 1 also has a small number of contracts denominated in foreign currencies.

          The fees received from race promoters under multi-year contracts that typically have an initial term of five to seven years and often include an option, exercisable by Formula 1, to extend the contract for up to an additional five years, are for a fixed amount per Event and are not typically tied to the race promoter's own income levels. For established Events, the duration of the contract is more variable according to local market conditions. These contracts may allow for flat fees over the term, but more typically they include annual fee escalators over the life of the contract, which are typically based on annual movement in a selected consumer price index or fixed percentages of up to 5.0% per annum. Payments are often received in advance of the Event, with fees for Events outside Europe typically due three months before the relevant Event. The number and mix of Events has a material impact on Formula 1's race promotion fees. The World Championship calendar consisted of 21 events in 2016 and 19 events in 2015 and 2014, including 13, 12 and 11 Events outside Europe in 2016, 2015 and 2014, respectively. A new Event was added in Azerbaijan and the German Grand PrixTM returned to the Event calendar in 2016. In 2015, a new Event was added in Mexico and the German Grand PrixTM did not take place. Over time, Formula 1 has continuously revised and broadened the geographical mix of Events on the World Championship calendar, and this has seen some of the lower yielding historic European Events replaced by Events outside Europe, which typically attract higher race promotion fees.

          Formula 1 has TRAs covering all significant countries and regions globally. Under the TRAs, Formula 1 receives annual fees from broadcasters under contracts that are typically three to five years in duration. These contracts may allow for flat fees over the term, but more typically they include annual fee escalators over the life of the contract, which are typically based on annual movement in a selected consumer price index or fixed percentages of up to 10.0% per annum. Fees are typically paid to Formula 1 in a series of installments starting at the beginning of each year and running in advance of the progression of the Events on the World Championship calendar. In addition to factors arising from the prevailing global economic climate, Formula 1's ability to renew or enter into new TRAs is influenced, among other reasons, by other factors such as the appreciation of live premium sports rights, viewership, active calendar management and the provision of new and enhanced content. Additionally, local factors, such as local broadcast market dynamics and competition, local driver performance and the presence of local Events, can also influence Formula 1's ability to renew or enter into new TRAs.

          Formula 1 enters into contracts to sell Event-based advertising, including trackside and Event title sponsorship packages (which comprise a package of rights and benefits to associate a sponsor's brand with an Event). Formula 1 also enters into contracts to sell World Championship-related advertising in the form of the Global Partner program, under which advertisers obtain rights to associate their brands with Formula 1 through becoming Global Partners and Official Suppliers to the World Championship. Contracts typically run for three to five year terms (but may on occasion be of longer duration).

          Payment terms vary by contract with multi-race, Global Partner and Official Supplier contracts typically being paid by periodic installment during each year and single race contracts typically being payable in installments shortly before and/or after the relevant race. Contract fees may be flat over the term but more often increase each year based on a fixed amount, a fixed percentage or in accordance with the movement in relevant consumer price indexes or another agreed metric.

A-13


Table of Contents

Advertising and sponsorship revenue is driven by change, and growth, in the World Championship calendar, the ability to tailor custom advertising and sponsorship packages to meet client objectives and prevailing macroeconomic conditions.

          Primary Formula 1 revenue increased $111 million during 2016 as compared to 2015, primarily as a result of increased promotion fees driven by additions to the race calendar, with 21 events taking place in 2016 compared to 19 in 2015. Additionally, broadcast revenue increased as a result of several positive contractual renewals and other contractual increases in season-based fees, partially offset by certain contract renewal reductions and adverse foreign exchange rate impacts on the translation of Great British Pound-denominated contracts into U.S. Dollars. Advertising and sponsorship revenue grew in 2016, primarily driven by a new contract with Heineken.

          The $17 million increase in Primary F1 revenue during 2015 compared to 2014 was primarily attributable to a $29 million increase in race promotion fees, largely due to underlying contract fee escalation and the variance between fees generated from the new Event in Mexico compared to the fees received from the 2014 German Event, which did not take place in 2015. The impact of growth in 2015 from strong renewals in the Latin American and Australian TRAs and underlying annual fee escalation in other TRAs was largely offset by the impact of weaker Great British Pound ("GBP"), Euro ("EUR") and Australian Dollar foreign exchange rates applied during the year to translate revenue from a small number of more significant non US-dollar contracts and the non-renewal of some smaller TRAs, such that broadcast revenue only grew by $3 million in 2015. These positive primary revenue drivers were partially offset by lower advertising and sponsorship sales. Prevailing economic conditions continued to result in a difficult environment for advertising and sponsorship, and lower terms on a renewal of two contracts more than offset new revenue and underlying contractual fee increases in other arrangements, such that advertising and sponsorship revenue in 2015 was $15 million lower than the prior year.

Other Formula 1 revenue

          Other Formula 1 revenue is generated from the operation of the Formula 1 Paddock Club at most Events, freight and related logistical and travel services, support races at Events (either from the direct operation of the F2 and GP3 series which are owned by Formula 1 or from the licensing of other third party series or individual race events), various TV production and post-production activities, digital media services and other ancillary operations.

          Other Formula 1 revenue declined $12 million during 2016 as compared to 2015, primarily due to the recognition in 2015 of an $11 million one-time receipt related to an earlier settlement reached upon the termination of a license agreement.

          The $22 million decrease in Other Formula 1 revenue during 2015 compared to 2014 was primarily attributable to the $18 million decrease in freight revenue driven by the combined effects of a decline in oil prices during 2015, one less Team competing in the World Championship and a change to the 2015 pre-season testing schedule, which, unlike 2014, saw no testing activity in Bahrain thereby removing an opportunity to generate freight revenue from arranging logistics for the Teams. Revenue from the F2 and GP3 support race series, which is largely denominated in EUR, was also down $10 million in 2015 compared to 2014, driven by weaker prevailing EUR foreign exchange rates applied during the year to translate revenue and by lower sales of parts and services to competing Teams. Revenue from hospitality, travel services and TV production and post-production activities was collectively $5 million lower in 2015 compared to 2014. Those impacts were offset by the $11 million one-time receipt in 2015 discussed above.

A-14


Table of Contents

Cost of Formula 1 revenue

    For the year ended
December 31,
 

    2016     2015     2014
(unaudited)
 

    (amounts in USD millions)  

Team payments

  $ 986     904     863  

Other costs of Formula 1 revenue

    297     263     296  

Total cost of Formula 1 revenue per Formula 1 financial statements

    1,283     1,167     1,159  

Amortization of Formula 1 prepaid contract rights*

    (27 )   (27 )   (28 )

Cost of Formula 1 revenue

  $ 1,256     1,140     1,131  

*
Includes Team payment amortization, championship rights amortization and other contractual rights amortization

          Cost of Formula 1 revenue consists of Team payments and Other costs of Formula 1 revenue. Cost of Formula 1 revenue increased $116 million and $9 million during the years ended December 31, 2016 and 2015, respectively, as compared to the corresponding prior years.

          Team payments are Formula 1's most significant cost and represent the total Prize Fund payments Teams are entitled to receive from Formula 1 based on their participation and performance in the Constructors' Championship and other principles and measures of performance, which include: (i) results, meaning a Team's record in past Constructors' Championships; (ii) success, meaning the long-term standing of a Team within the World Championship and its reputation within the sport; (iii) heritage, reflecting the extent of a Team's brand presence and perceived value to the World Championship over time; (iv) longevity, measuring the contribution of a Team by reference to the length of time a Team has been participating in the World Championship; and (v) commitment, recognizing anticipated ongoing participation and investment of a Team, including preparedness to provide a meaningful parent company guarantee, in order to secure medium- to long-term participation of Teams, and therefore the ongoing viability of the business. While there are some fixed fees (there were $80 million in fixed team costs in 2016), most of the Prize Fund elements are variable and are measured based on Formula 1's underlying financial performance prior to taking account of the Team payments.

          Team payments increased by $82 million during the year ended December 31, 2016, as compared to 2015. The increase in Team payments was driven by an increase in the variable prize fund elements measured with reference to Formula 1's underlying financial performance (pre-team payments) and an additional fixed payment made to one team that qualified for an additional performance-related Prize Fund element in 2016 under the terms agreed for the period from 2013 to 2020.

          Team payments increased by $41 million during the year ended December 31, 2015, as compared to the 2014. The increase in Team payments during 2015 was attributable to the $19 million increase in the variable Prize Fund payments measured by reference to Formula 1's financial performance and a $22 million higher fee paid to one Team, as it qualified for an additional performance related Prize Fund element.

          Other costs of Formula 1 revenue include hospitality costs, which are principally related to catering and other aspects of the production and delivery of the Formula 1 Paddock Club, and circuit rights' fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race

A-15


Table of Contents

opportunities. Other costs include annual FIA regulatory fees, advertising and sponsorship commissions and those incurred in the provision and sale of freight, travel and logistical services, F2 and GP3 cars, parts and maintenance services, television production and post-production services, advertising production services and digital and social media activities. These costs are largely variable in nature and relate directly to revenue opportunities.

          Other costs of Formula 1 revenue increased by $34 million during the year ended December 31, 2016 as compared to 2015. The increase in other costs of Formula 1 revenue during 2016 was primarily due to a $19 million increase in other event costs, driven by a $7 million credit in 2015 arising from the recovery of previously expensed one-time support costs provided to the promoter of a proposed future event, $9 million of higher supplier related costs and $3 million of paid commissions. Additionally, a $7 million increase was attributable to revised circuit rights fees with respect to one Event, $6 million of higher hospitality, technical, travel and FIA related costs due to two additional races during 2016 as compared to 2015 and a $2 million increase in F2 costs due to the first year of the GP3 car cycle.

          Other costs of Formula 1 revenue decreased by $33 million during the year ended December 31, 2015 as compared to the corresponding prior year. The decrease in other costs of Formula 1 revenue during 2015 was attributable to $11 million in lower freight, travel and logistics costs, $7 million in reduced hospitality costs consistent with lower Paddock Club volumes and $4 million in lower costs arising from acquiring advertising rights and paying commissions to sponsorship agents. Cost of Formula 1 revenue was also impacted by the $4 million effect of the decline in EUR and GBP exchange rates during 2015. In 2015, Formula 1 also benefitted from the $7 million cost recovery credit discussed above.

          The amortization of Formula 1 prepaid contract rights includes Team payment amortization, championship rights amortization and other contractual rights amortization. In 2012 and 2013, a subsidiary of Formula 1 made payments totaling $163 million to the Teams competing in the World Championship in connection with the terms under which they had agreed to continue to participate in the World Championship seasons from 2013 to 2020. While these payments were paid in cash at the time, the fees are amortized over the period 2013 to 2020 at $20 million per year, with the charges recorded evenly on a pro rata Event by Event basis during each year in the period. Additionally, the amortization of prepaid rights includes a $3 million annual expense for the amortization of the prepayment of World Championship rights paid by a subsidiary of Formula 1 in 2001 to acquire, from the FIA, the commercial interests in the World Championship pursuant to the 100-Year Agreements. While the total amount was paid in cash during 2001, Formula 1 began amortizing this asset when the rights were brought into use on January 1, 2011. Additional amortization charges are due to other cash-settled transactions relating to other long term contractual arrangements entered into during 2013. These charges are also amortized over the period to which the underlying contractual commitments relate at an annual rate of approximately $4 million.

A-16


Table of Contents

Selling, general and administrative expense

    For the year ended
December 31,
 

    2016     2015     2014
(unaudited)
 

    (amounts in USD millions)  

Administrative expense

  $ 214     213     190  

Less: Depreciation of property, plant, and equipment*

    (2 )   (3 )   (4 )

Less: Amortization of intangible assets*

    (16 )   (16 )   (16 )

Less: Stock-based compensation expense

    (95 )   (98 )   (76 )

Less: Reclassification of cumulative foreign currency exchange differences

        (1 )    

Selling, general, and administrative expense

  $ 101     95     94  

*
Included in depreciation and amortization expense

          Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, IT costs, non-Event-related travel costs, insurance premiums, maintenance and utility costs and other general office administration costs.

          Selling, general and administrative expenses increased $6 million during the year ended December 31, 2016 as compared to 2015. The increase in selling, general and administrative expense during 2016 was driven by approximately $11 million of advisory and other costs incurred primarily in connection with Liberty's acquisition of Formula 1 and a $6 million increase in foreign exchange losses, the majority of which arose from translating Formula 1's GBP denominated cash and other assets following the UK's EU referendum vote on June 23, 2016. These increases were partially offset by an $8 million decrease in the allowance for doubtful accounts and $3 million of lower personnel and other net overhead costs.

          Selling, general and administrative expenses increased $1 million during the year ended December 31, 2015 as compared to 2014. The increase in selling, general and administrative expense during 2015 was due to $10 million in higher provisions for doubtful accounts, which was partially offset by $4 million in lower personnel costs, $3 million savings in legal, advisory and other professional fees and $2 million of other overhead savings, driven by the impact of weaker foreign exchange rates on the translation of largely GBP denominated costs.

Adjusted OIBDA

          Formula 1's Adjusted OIBDA decreased $23 million and $15 million for the years ended December 31, 2016 and 2015, respectively as compared to the corresponding prior years. The change in Adjusted OIBDA was the result of the above-described fluctuations in revenue, cost of sales and selling, general and administrative expenses (excluding stock-based compensation).

Stock-based compensation expense

          Stock-based compensation expense is related to costs arising from the Delta Topco Option Scheme. During the years ended December 31, 2016 and 2015, stock-based compensation expense decreased $3 million and increased $22 million, respectively, as compared to the corresponding prior years. While vesting charges significantly decreased in 2016 as compared to 2015, as awards under the plan had largely vested by the end of 2015, overall stock-based compensation expense only decreased $3 million during 2016 due to the recognition of costs associated with additional cash awards granted to plan members to align their interests with

A-17


Table of Contents

Formula 1's institutional shareholders prior to the acquisition by Liberty. The $22 million increase in stock-based compensation during 2015, as compared to 2014, was attributable to an amendment in management's vesting assumptions, which resulted in an acceleration of the charges recognized for the scheme.

Depreciation and amortization expense

          Depreciation and amortization expense decreased $1 million during each of the years ended December 31, 2016 and 2015, respectively, as compared to the corresponding prior years. The decrease in depreciation and amortization expense is attributable to certain assets becoming fully depreciated over time.

Operating income

          Formula 1's operating income decreased $19 million and $35 million for the years ended December 31, 2016 and 2015, respectively, as compared to the corresponding prior years. The change in operating income was the result of the above-described fluctuations in revenue and expenses.

Liquidity

          As of December 31, 2016, Formula 1 had cash and cash equivalents of $624 million. The cash provided (used) by Formula 1 for the prior three years was as follows:

    For the year ended
December 31,
 

    2016     2015     2014
(unaudited)
 

    (amounts in USD millions)  

Cash provided (used by) operating activities

  $ 428     492     395  

Cash provided (used by) investing activities

    6         50  

Cash provided (used by) financing activities

    (262 )   (471 )   (472 )

  $ 172     21     (27 )

          Significant cash outflows, other than the payment of Team payments, include the payment of interest, interest rate swap costs and dividends. Formula 1 paid interest and interest rate swap costs of $262 million, $274 million and $230 million during the years ended December 31, 2016, 2015 and 2014, respectively. Additionally, Formula 1 declared and paid dividends of $197 million and $796 million during the years ended December 31, 2015 and 2014, respectively. No dividends were declared or paid during the year ended December 31, 2016. Formula 1's cash outflows were funded by its results from operations.

          Formula 1's primary uses of cash are expected to continue to be the payment of Team payments and interest and swap costs on its debt, together with the settlement of other costs of Formula 1 revenue, including annual regulatory fees paid to the FIA, circuit rights' fees and technical and logistical costs, and payment of its selling, general and administrative expenses. Liberty Media expects Formula 1 to fund its projected uses of cash with cash provided by operations, cash on hand and borrowing capacity under its Facilities Agreements.

A-18


Table of Contents


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Formula 1 is exposed to market risk in the normal course of business due to its ongoing investing and financial activities. Market risk refers to the risk of loss arising from adverse changes in interest rates and foreign currency exchange rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. Formula 1 has established policies, procedures and internal processes governing its management of market risks and the use of financial instruments to manage its exposure to such risks.

          Formula 1 is exposed to changes in interest rates primarily as a result of its borrowing activities, which include borrowings used to maintain liquidity and to fund business operations. The nature and amount of Formula 1's long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. Formula 1 expects to continue managing its exposure to interest rates by achieving what it believes is an appropriate mix of fixed and variable rate debt, or through the use of interest rate swaps to hedge variable rate debt. Formula 1 believes this best protects it from interest rate risk. Formula 1 anticipates achieving this mix by (i) issuing fixed rate debt that it believes has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and/or (iii) entering into interest rate swap arrangements when deemed appropriate.

          As of December 31, 2016, Formula 1 had $4,143 million in principal debt outstanding which carries a weighted average variable rate of approximately 5.5%. Formula 1 has managed interest rate risk by entering into a portfolio of $2,700 million of interest rate swaps at a weighted average rate of approximately 2.0%, which partially mitigates the variable rate debt exposure of Formula 1 through December 31, 2019.

          Formula 1 is exposed to foreign exchange rate fluctuations related primarily to the monetary assets and liabilities and financial results of Formula 1's foreign subsidiaries as well as revenue and operating cost contracts denominated in a limited number of foreign currencies, principally GBP and EUR.

          Assets and liabilities of certain of Formula 1's subsidiaries for which the functional currency is principally GBP or EUR are translated into U.S. dollars at period-end exchange rates, and the statements of operations are translated at the average exchange rate for the period. Exchange rate fluctuations on translating foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings (loss) as a separate component of equity.

          Transactions denominated in currencies other than U.S. dollars are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in income as unrealized (based on period-end translations) or realized upon settlement of the transactions. Cash flows from Formula 1's operations denominated in foreign currencies are translated at the average exchange rate for the period. Accordingly, Formula 1 may experience economic loss and a negative impact on earnings and equity with respect to its holdings and contracts solely as a result of foreign currency exchange rate fluctuations. Formula 1 primarily manages its exposure to foreign exchange rate fluctuations by entering into both revenue and expense contracts denominated in foreign currencies in order to offset the financial impact of any foreign exchange rate fluctuations. Formula 1 also manages its exposure to foreign exchange rate fluctuations by entering into foreign exchange forward contracts and options.

A-19


Table of Contents


INDEX TO FINANCIAL STATEMENTS

Financial Statements of Delta Topco Limited and Subsidiaries

   

Report of Independent Auditors

 
F-2

Consolidated Income Statement for the Years ended December 31, 2016 and 2015 (audited) and for the Year ended December 31, 2014 (unaudited)

 
F-3

Consolidated Statement of Comprehensive Income for the Years ended December 31, 2016 and 2015 (audited) and for the Year ended December 31, 2014 (unaudited)

 
F-4

Consolidated Statement of Financial Position as at December 31, 2016 and 2015 (audited)

 
F-5

Consolidated Statement of Changes in Equity for the Years ended December 31, 2016 and 2015 (audited) and for the Year ended December 31, 2014 (unaudited)

 
F-7

Consolidated Statement of Cash Flows for the Years ended December 31, 2016 and 2015 (audited) and for the Year ended December 31, 2014 (unaudited)

 
F-9

Notes to the Financial Statements for the Years ended December 31, 2016 and 2015 (audited) and for the Year ended December 31, 2014 (unaudited)

 
F-11

Unaudited Pro Forma Condensed Consolidated Financial Statements of Liberty Media Corporation

 
 

Condensed Consolidated Balance Sheet as of December 31, 2016

 
F-73

Condensed Consolidated Statement of Operations for the Year ended December 31, 2016

 
F-74

F-1


Table of Contents


Report of Independent Auditors

The Board of Directors
Delta Topco Limited

          We have audited the accompanying consolidated financial statements of Delta Topco Limited and subsidiaries, which comprise the consolidated statements of financial position as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

          Management is responsible for the preparation and fair presentation of these consolidated financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor's Responsibility

          Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

          An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

          We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

          In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Delta Topco Limited and subsidiaries at December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Other Matter

          The accompanying consolidated statements of income and comprehensive income, changes in equity and cash flows for the year ended December 31, 2014 were not audited, reviewed, or compiled by us and, accordingly, we do not express an opinion or any other form of assurance on them.

/s/ Ernst & Young LLP

London, United Kingdom
12 May 2017

F-2


Table of Contents


Delta Topco Limited and Subsidiaries

Consolidated Income Statement for the Year Ended 31 December

  Notes     2016     2015     2014
 

        Audited
$000
    Audited
$000
    Unaudited
$000
 

Revenue

  7     1,795,865     1,697,370     1,702,041  

Cost of sales:

                       

Team payments

        (985,452 )   (903,826 )   (863,133 )

Other cost of sales

        (297,215 )   (263,148 )   (295,488 )

        (1,282,667 )   (1,166,974 )   (1,158,621 )

Gross profit

        513,198     530,396     543,420  

Administrative expenses

        (213,853 )   (212,817 )   (189,739 )

Other losses

  8     (23 )   (126 )   31  

Operating profit

  9     299,322     317,453     353,712  

Finance income

  11     27,000     1,940     3,222  

Finance costs

  11     (269,381 )   (280,028 )   (383,256 )

Non-cash payment in kind interest on shareholder loan notes

  11     (437,528 )   (395,401 )   (366,425 )

Loss before tax

        (380,587 )   (356,036 )   (392,747 )

Income tax expense

  15     (30,396 )   (6,535 )   (6,113 )

Loss for the financial year

        (410,983 )   (362,571 )   (398,860 )

Loss attributable to:

                       

Owners of the company

        (410,983 )   (362,571 )   (398,860 )

          The above results were derived from continuing operations.

   

The notes on pages F-11 to F-70 form an integral part of these financial statements.

F-3


Table of Contents


Delta Topco Limited and Subsidiaries

Consolidated Statement of Comprehensive Income for the Year Ended 31 December

  Note     2016     2015     2014
 

        Audited
$ 000
    Audited
$ 000
    Unaudited
$ 000
 

Loss for the year

        (410,983 )   (362,571 )   (398,860 )

Items that may be reclassified subsequently to profit or loss

                       

Foreign currency translation gains

        1,479     3,893     5,399  

Reclassification of cumulative foreign currency exchange differences

  10         1,348      

        1,479     5,241     5,399  

Total comprehensive loss for the year

        (409,504 )   (357,330 )   (393,461 )

Total comprehensive loss attributable to:

                       

Owners of the company

        (409,504 )   (357,330 )   (393,461 )

   

The notes on pages F-11 to F-70 form an integral part of these financial statements.

F-4


Table of Contents


Delta Topco Limited and Subsidiaries

Consolidated Statement of Financial Position as at 31 December

  Note     2016     2015
 

        Audited
$ 000
    Audited
$ 000
 

Assets

                 

Non-current assets

                 

Property, plant and equipment

  16     6,829     10,016  

Intangible assets

  17     4,188,175     4,204,208  

Trade and other receivables

  21     1,394      

Prepayments

  22     418,547     436,759  

Other non-current financial assets

  19     9,493     4,816  

Deferred tax assets

  15         5,864  

        4,624,438     4,661,663  

Current assets

                 

Inventories

  20     231     130  

Trade and other receivables

  21     286,805     210,896  

Prepayments

  22     48,176     68,615  

Income tax asset

        446     805  

Other current financial assets

  19     1,778     1,550  

Cash and cash equivalents

  23     624,405     452,428  

        961,841     734,424  

Total assets

        5,586,279     5,396,087  

Equity

                 

Share capital

  24     43,950     42,862  

Share premium

        3,165,620     3,165,620  

Foreign currency translation reserve

        11,280     9,801  

Share-based payment reserve

        278,769     278,285  

Other reserves

        475     59  

Retained earnings

        (7,720,156 )   (7,308,757 )

Total equity

        (4,220,062 )   (3,812,130 )

Non-current liabilities

                 

Loans and borrowings

  26     4,486,459     8,484,853  

Provisions

  27         334,365  

Other non-current financial liabilities

  19     56     1,116  

Deferred tax liabilities

  15     840      

        4,487,355     8,820,334  

   

The notes on pages F-11 to F-70 form an integral part of these financial statements.

F-5


Table of Contents


Delta Topco Limited and Subsidiaries

Consolidated Statement of Financial Position as at 31 December

  Note     2016     2015
 

        Audited
$ 000
    Audited
$ 000
 

Current liabilities

                 

Trade and other payables

  28     158,915     140,211  

Loans and borrowings

  26     4,520,834     (1,604 )

Income tax liability

        15,800     1,000  

Other current financial liabilities

  19     15,828     29,338  

Deferred income

        270,526     218,703  

Provisions

  27     337,083     235  

        5,318,986     387,883  

Total liabilities

        9,806,341     9,208,217  

Total equity and liabilities

        5,586,279     5,396,087  

   

The notes on pages F-11 to F-70 form an integral part of these financial statements.

F-6


Table of Contents


Delta Topco Limited and Subsidiaries

Consolidated Statement of Changes in Equity for the Year Ended 31 December

    Share
capital
    Share
premium
    Foreign
currency
translation
    Other
reserves
    Share-
based
payment
reserve
    Retained
earnings
    Total
 

    $ 000     $ 000     $ 000