UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

Liberty Media Corporation


~~Filed by the Registrant~~ý
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o		~~Soliciting Material under §240.14a-12~~

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~~Liberty Media Corporation~~
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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LIBERTY MEDIA CORPORATION

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

~~July 8, 2016~~

April 24, 2019

Dear Stockholder:

You are cordially invited to attend the ~~2016~~2019 annual meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 8:1500 a.m., local time, on ~~August 23, 2016,~~May 30, 2019, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Media, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) ~~852-7700.~~

875-5400.

At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or ~~if you received a paper proxy card,~~ by completing, signing and returning by mail the enclosed proxy ~~card~~card.. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.

Thank you for your cooperation and continued support and interest in Liberty Media.


		~~Very truly yours,~~
		Very truly yours, Gregory B. Maffei ~~Gregory B. Maffei~~ President ~~and Chief Executive Officer~~

~~The Notice of Internet Availability of Proxy Materials is first being mailed on or about July 13, 2016,~~ and ~~the~~Chief Executive Officer

The proxy materials relating to the annual meeting will first be made available on or about ~~the same date.~~

April 29, 2019.

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LIBERTY MEDIA CORPORATION

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be Held on ~~August 23, 2016~~

May 30, 2019

NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 8:1500 a.m., local time, on ~~August 23, 2016,~~May 30, 2019, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Media, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) ~~852-7700,~~875-5400, to consider and vote on the following proposals:

1.

1.

A proposal (which we refer to as theelection of directors proposal) to elect John C. Malone, Robert R. Bennett and M. Ian G. Gilchrist to continue serving as Class III members of our board until the ~~2019~~2022 annual meeting of stockholders or their earlier resignation or removal; and

2.

A proposal (which we refer to as theauditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, ~~2016.~~

2019.

You may also be asked to consider and vote on such other business as may properly come before the annual meeting.

Holders of record of our Series A Liberty SiriusXM common stock, par value $0.01 per share, Series A Liberty Braves common stock, par value $0.01 per share, Series A Liberty ~~Media~~Formula One common stock, par value $0.01 per share, Series B Liberty SiriusXM common stock, par value $0.01 per share, Series B Liberty Braves common stock, par value $0.01 per share, and Series B Liberty ~~Media~~Formula One common stock, par value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on ~~July 1, 2016,~~April 8, 2019, therecord date for the annual meeting, will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A list of stockholders entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado 80112 for review by our stockholders for any purpose germane to the annual meeting for at least ten days prior to the annual meeting. The holders of record of our Series C Liberty SiriusXM common stock, par value $0.01 per share, Series C Liberty Braves common stock, par value $0.01 per share, and Series C Liberty ~~Media~~Formula One common stock, par value $0.01 per share, are not entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting.

We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.

Our board of directors has unanimously approved each ~~of the election of directors proposal and the auditors ratification~~ proposal and recommends that you vote "“FOR"” the election of each director nominee and "“FOR"” the auditors ratification proposal.

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Votes may be cast in person at the annual meeting or by proxy prior to the meeting by telephone, via the Internet, or by mail.

Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on May 30, 2019: our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2018 Annual Report to Stockholders are available at www.proxyvote.com.

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YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting.


		By order of the board of directors,

		~~Pamela L. Coe~~ ~~Senior Vice President, Deputy General Counsel and Secretary~~

Pamela L. Coe
Senior Vice President and Secretary

Englewood, Colorado
~~July 8, 2016~~

April 24, 2019

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, ~~IF YOU RECEIVED A PAPER PROXY CARD,~~ PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

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	PROXY STATEMENT SUMMARY
	THE ANNUAL MEETING			1
~~Notice and Access of Proxy Materials~~	Electronic Delivery			1
~~Electronic Delivery~~		1
Time, Place and Date			21
~~Purpose~~	Purpose			21
~~Quorum~~	Quorum			2
	Who May Vote			2
	Votes Required			2
	Votes You Have			32
	Recommendation of Our Board of Directors			32
	Shares Outstanding			32
	Number of Holders			32
	Voting Procedures for Record Holders			3
	Voting Procedures for Shares Held in Street Name			43
	Revoking a Proxy			43
	Solicitation of Proxies			4
	Other Matters to Be Voted on at the Annual Meeting			4
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			5
	Security Ownership of Certain Beneficial Owners			5
	Security Ownership of Management			612
	Changes in Control			1217
	PROPOSALS OF OUR BOARD			1318
	PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL			1318
	Board of Directors			1318
	Vote and Recommendation			1822
	PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL			1923
	Audit Fees and All Other Fees			1923
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor			1923
	Vote and Recommendation			2024

MANAGEMENT AND GOVERNANCE MATTERS		2125
Executive Officers		2125
Section 16(a) Beneficial Ownership Reporting Compliance		2225
Code of Ethics		2226
Director Independence		2226
Board Composition		2226
Board Leadership Structure		2226
Board Role in Risk Oversight		2326
Committees of the Board of Directors		2327
Board Meetings		2731
Director Attendance at Annual Meetings		2731
Stockholder Communication with Directors		2831
Executive Sessions		2831
EXECUTIVE COMPENSATION		2932
Compensation Discussion and Analysis		2932
Summary Compensation Table		4344
Executive Compensation Arrangements		4546
Grants of Plan-Based Awards		5152
Outstanding Equity Awards at Fiscal Year-End		5254
Option Exercises and Stock Vested	53

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	56
	Nonqualified Deferred Compensation Plans			5457
	Potential Payments Upon Termination or Change-in-Control			5557
	DIRECTOR COMPENSATION			6164
	Nonemployee Directors			6164
	Director Compensation Table			6366
	EQUITY COMPENSATION PLAN INFORMATION			6568
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			6670
	STOCKHOLDER PROPOSALS			6670
	ADDITIONAL INFORMATION			6670

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PROXY STATEMENT SUMMARY

2019 ANNUAL MEETING OF STOCKHOLDERS

WHEN 8:00 a.m., local time, on May 30, 2019 WHERE The Corporate Offices of Liberty Media 12300 Liberty Boulevard Englewood, Colorado 80112 RECORD DATE 5:00 p.m., New York City time, on April 8, 2019	ITEMS OF BUSINESS 1. Election of directors proposal—To elect John C. Malone, Robert R. Bennett and M. Ian G. Gilchrist to continue serving as Class III members of our board until the 2022 annual meeting of stockholders or their earlier resignation or removal. 2. Auditors ratification proposal—To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2019. Such other business as may properly come before the annual meeting. WHO MAY VOTE Holders of shares of LSXMA, LSXMB, BATRA, BATRB, FWONA and FWONB. Holders of shares of LSXMK, FWONK, and BATRK are NOT eligible to vote at the annual meeting.
PROXY VOTING Stockholders of record on the record date are entitled to vote by proxy in the following ways:
By calling 1-800-690-6903 (toll free) in the United States or Canada	Online at www.proxyvote.com	By returning a properly completed, signed and dated proxy card

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS

Proposal	Voting Recommendation	Page Reference (for more detail)
Election of directors proposal	✓ FOR EACH NOMINEE	18
Auditors ratification proposal	✓ FOR	23

| Liberty Media Corporation 2019 Proxy Statement

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LIBERTY MEDIA CORPORATION

a Delaware corporation

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

PROXY STATEMENT
~~FOR ANNUAL MEETING OF STOCKHOLDERS~~

For Annual Meeting of Stockholders

We are furnishing this proxy statement in connection with the board of ~~directors'~~directors’ solicitation of proxies for use at our ~~2016~~2019 Annual Meeting of Stockholders to be held at 8:1500 a.m., local time, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Media, 12300 Liberty Boulevard, Englewood, Colorado 80112 on ~~August 23, 2016,~~May 30, 2019, or at any adjournment or postponement of the annual meeting. At the annual meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual Meeting of Stockholders. The proposals are described in more detail in this proxy statement. We are soliciting proxies from holders of our Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series A Liberty Braves common stock, par value $0.01 per share (BATRA), Series A Liberty ~~Media~~Formula One common stock, par value $0.01 per share (FWONA~~LMCA~~), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB), Series B Liberty Braves common stock, par value $0.01 per share (BATRB), and Series B Liberty ~~Media~~Formula One common stock, par value $0.01 per share (FWONB~~LMCB~~). The holders of our Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK), Series C Liberty Braves common stock, par value $0.01 per share (BATRK), and Series C Liberty ~~Media~~Formula One common stock, par value $0.01 per share (FWONK~~LMCK~~), are not entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting. We refer to LSXMA, LSXMB, LSXMK, BATRA, BATRB, BATRK, ~~LMCA, LMCB~~FWONA, FWONB and ~~LMCK~~FWONK together as ourcommon stock.

THE ANNUAL MEETING

~~Notice and Access of Proxy Materials~~

~~We have elected, in accordance with the Securities and Exchange Commission's "Notice and Access" rule, to deliver a Notice of Internet Availability of Proxy Materials (theNotice) to our stockholders and to post our proxy statement and our annual report to our stockholders (collectively, theproxy materials) electronically. The Notice is first being mailed to our stockholders on or about July 13, 2016. The proxy materials will first be made available to our stockholders on or about the same date.~~

The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet or by telephone. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.

Electronic Delivery

Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go towww.proxyvote.com~~www.computershare.com/investor~~. Stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by Internet atwww.proxyvote.com~~www.proxyvote.com~~, by following the prompts. Also, stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, ~~Computershare,~~Broadridge, at ~~866-367-6355~~(888) 789-8415 (outside the

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United States ~~1-781-575-3400)~~(303) 562-9273). Stockholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.

Time, Place and Date

The annual meeting of stockholders is to be held at 8:1500 a.m., local time, on ~~August 23, 2016,~~May 30, 2019, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Media, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) ~~852-7700.~~

875-5400.

Purpose

At the annual meeting, you will be asked to consider and vote on each of the following:

•

the election of directors proposal, to elect John C. Malone, Robert R. Bennett and M. Ian G. Gilchrist to continue serving as Class III members of our board until the ~~2019~~2022 annual meeting of stockholders or their earlier resignation or removal; and

•

the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, ~~2016.~~

2019.

Liberty Media Corporation 2019 Proxy Statement | 1

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You may also be asked to consider and vote on such other business as may properly come before the annual meeting, although we are not aware at this time of any other business that might come before the annual meeting.

Quorum

In order to conduct the business of the annual meeting, a quorum must be present. This means that the holders of at least a majority of the aggregate voting power represented by the shares of our common stock outstanding on the record date and entitled to vote at the annual meeting must be represented at the annual meeting either in person or by proxy. For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See "—“—Voting Procedures for Shares Held in Street Name—Effect of Broker ~~Non-Votes"~~Non-Votes” below.

Who May Vote

Holders of shares of LSXMA, LSXMB, BATRA, BATRB, ~~LMCA~~FWONA and ~~LMCB,~~FWONB, as recorded in our stock register as of 5:00 p.m., New York City time, on ~~July 1, 2016~~April 8, 2019 (such date and time therecord date for the annual meeting), will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof.

Votes Required

Each director nominee who receives a plurality of the combined voting power of the outstanding shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting, voting together as a single class, will be elected to the office.

Approval of the auditors ratification proposal requires the affirmative vote of ~~the holders of~~ a majority of the ~~aggregate~~combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.

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Votes You Have

At the annual meeting, holders of shares of LSXMA, BATRA and ~~LMCA~~FWONA will have one vote per share, and holders of shares of LSXMB, BATRB and ~~LMCB~~FWONB will have ten votes per share, in each case, that our records show are owned as of the record date. Holders of LSXMK, BATRK and ~~LMCK~~FWONK will not be eligible to vote at the annual meeting.

~~Recommendation of Our Board of Directors~~

~~Our board of directors has unanimously approved each of the election of directors proposal and the auditors ratification proposal and recommends that you vote "FOR" the election of each director nominee and "FOR" the auditors ratification proposal.~~

Recommendation of Our
Board of Directors

Our board of directors has unanimously approved each of the proposals and recommends that you vote “FOR” the election of each director nominee and “FOR” the auditors ratification proposal.

Shares Outstanding

As of the record date, an aggregate of ~~102,319,578~~approximately 102,866,000 shares of LSXMA, ~~9,870,956~~9,822,000 shares of LSXMB, ~~10,229,806~~10,249,000 shares of BATRA, ~~986,828~~982,000 shares of BATRB, ~~25,570,751~~25,680,000 shares of ~~LMCA~~FWONA and ~~2,466,821~~2,453,000 shares of ~~LMCB~~FWONB were issued and outstanding and entitled to vote at the annual meeting.

Number of Holders

There were, as of the record date, ~~1,276~~1,153 and 8665 record holders of LSXMA and LSXMB, respectively, ~~804~~1,681 and 5241 record holders of BATRA and BATRB, respectively, and ~~892~~817 and 7159 record holders of ~~LMCA~~FWONA and ~~LMCB,~~FWONB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

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THE ANNUAL MEETING

Voting Procedures for Record Holders

Holders of record of LSXMA, LSXMB, BATRA, BATRB, ~~LMCA~~FWONA and ~~LMCB~~FWONB as of the record date may vote in person at the annual meeting, by telephone or through the Internet. Alternatively, ~~if they received a paper proxy card,~~ they may give a proxy by completing, signing, dating and returning the proxy card by mail. Instructions for voting by using the telephone or the Internet are printed on the ~~Notice or~~proxy voting instructions attached to the proxy card. In order to vote through the Internet, holders should have their ~~Notices or~~ proxy cards available so they can input the required information from ~~the Notice or~~ the proxy card, and log onto the Internet website address shown on the ~~Notice or~~ proxy card. When holders log onto the Internet website address, they will receive instructions on how to vote their shares. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting stockholder separately. Unless subsequently revoked, shares of our common stock represented by a proxy submitted as described herein and received at or before the annual meeting will be voted in accordance with the instructions on the proxy.

YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the annual meeting. You may change your vote at the annual meeting.

If you submit a properly executed proxy without indicating any voting instructions as to a proposal enumerated in the Notice of Annual Meeting of Stockholders, the shares represented by the proxy will be voted "“FOR"” the election of each director nominee and "“FOR"” the auditors ratification proposal.

If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the election of directors proposal and will have the same effect as a vote "“AGAINST"” the auditors ratification proposal.

If you do not submit a proxy or you do not vote in person at the annual meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure

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to vote will have no effect on determining whether any of the proposals are approved (if a quorum is present).

Voting Procedures for Shares Held in Street Name

~~General.~~

General

If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other nominees from voting shares on behalf of their clients with respect to numerous matters, including, in our case, the election of directors proposal. Accordingly, to ensure your shares held in street name are voted on these matters, we encourage you to provide promptly specific voting instructions to your broker, bank or other nominee.

Effect of Broker ~~Non-Votes.~~Non-Votes

Broker non-votes are counted as shares of our common stock present and entitled to vote for purposes of determining a quorum but will have no effect on any of the proposals. You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LSXMA, BATRA, ~~LMCA,~~FWONA, LSXMB, BATRB or ~~LMCB~~FWONB or how to change your vote or revoke your proxy.

Revoking a Proxy

If you submitted a proxy prior to the start of the annual meeting, you may change your vote by voting in person at the annual meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to ~~Liberty Media Corporation,~~Vote Processing, c/o ~~Computershare Trust Company, N.A., P.O. Box 43102, Providence, Rhode Island 02940.~~Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Any signed proxy revocation or later-dated proxy must be received before the start of the annual meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than ~~2:00 a.m.~~11:59 p.m., New York City time, on ~~August 23, 2016.~~

May 29, 2019.

Your attendance at the annual meeting will not, by itself, revoke a prior vote or proxy from you.

If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.

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Solicitation of Proxies

We are soliciting proxies by means of our proxy statement and our annual report (together, theproxy materials) on behalf of our board of directors. In addition to this mailing, our employees may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending ~~the Notice and, if requested,~~ paper proxy materials to you and getting your voting instructions.

If you have any further questions about voting or attending the annual meeting, please contact Liberty Media Investor Relations at (877) ~~772-1518.~~

772-1518 or Broadridge at (888) 789-8415.

Other Matters to Be Voted on at the Annual Meeting

Our board of directors is not currently aware of any business to be acted on at the annual meeting other than that which is described in the Notice of Annual Meeting of Stockholders and this proxy statement. If, however, other matters are properly brought to a vote at the annual meeting, the persons designated as proxies will have discretion to vote or to act on these matters according to their best judgment. In the event there is a proposal to adjourn or postpone the annual meeting, the persons designated as proxies will have discretion to vote on that proposal.

4 | Liberty Media Corporation 2019 Proxy Statement

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning shares of our common stock beneficially owned by each person or entity known by us to own more than five percent of the outstanding shares of each series of our ~~common~~voting stock. All of such information is based on publicly available filings, unless otherwise known to us from other sources.

~~On April 15, 2016, we completed a reclassification and exchange of our then-existing common stock into three new tracking stocks designated~~

Unless otherwise indicated, the ~~Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock (thereclassification~~). In the reclassification, each outstanding share of our then-existing common stock was reclassified and exchanged for (i) 1 share of the corresponding series of Liberty SiriusXM common stock, (ii) 0.10 of a share of the corresponding series of Liberty Braves common stock and (iii) 0.25 of a share of the corresponding series of Liberty Media common stock (together, the~~reclassification ratios~~) on April 15, 2016. Therefore, for purposes of the following presentation, we have applied the reclassification ratios to the publicly disclosed beneficial ownership information of the beneficial owners other than Mr. Malone and reported all information (including Mr. Malone's) on a post-reclassification basis.

~~In addition, on May 18, 2016, we distributed subscription rights (Series C Liberty Braves Rights) to holders of our Liberty Braves common stock to purchase shares of BATRK at a subscription price of $12.80 (therights offering~~). The rights offering commenced on May 19, 2016 and expired at 5:00 p.m., New York City time, on June 16, 2016. For purposes of the following presentation, we have not given effect to the distribution or exercise of any Series C Liberty Braves Rights.

~~The~~ security ownership information is given as of April ~~30, 2016~~15, 2019 and, in the case of percentage ownership information, is based upon (1) ~~102,276,938~~102,816,795 LSXMA shares, (2) ~~9,870,966~~9,821,531 LSXMB shares, (3) ~~222,735,331~~209,079,807 LSXMK shares, (4) ~~10,227,693~~10,244,591 BATRA shares, (5) ~~987,096~~981,860 BATRB shares, (6) ~~22,283,533~~39,740,215 BATRK shares, (7) ~~25,569,429 LMCA~~25,675,346 FWONA shares, (8) ~~2,467,741 LMCB~~2,453,485 FWONB shares and

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(9) ~~55,684,235 LMCK~~202,887,872 FWONK shares, in each case, outstanding on ~~that date.~~February 28, 2019. The percentage voting power is presented on an aggregate basis for all LSXMA, LSXMB, BATRA, BATRB, ~~LMCA~~FWONA and ~~LMCB~~FWONB shares.

Name and Address of Beneficial Owner	Title of Series	Amount and Nature of Beneficial Ownership		Percent of Series (%)		Voting Power (%)
John C. Malone c/o Liberty Media Corporation 12300 Liberty Boulevard Englewood, CO 80112	LSXMA		1,167,728(1)		1.1		47.6
	LSXMB		9,455,341(1)		96.3
	LSXMK		15,461,807(1)		7.4
	BATRA		116,771(1)		1.1
	BATRB		945,532(1)		96.3
	BATRK		3,027,466(1)		7.6
	FWONA		291,930(1)		1.1
	FWONB		2,363,834(1)		96.4
	FWONK		4,653,362(1)		2.3
Berkshire Hathaway, Inc. 3555 Farnam Street Omaha, NE 68131	LSXMA		14,860,360(2)		14.5		5.5
	LSXMB		—		—
	LSXMK		31,090,985(2)		14.9
	BATRA		—		—
	BATRB		—		—
	BATRK		—		—
	FWONA		—		—
	FWONB		—		—
	FWONK		—		—
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	LSXMA		6,484,270(3)		6.3		3.0
	LSXMB		—		—
	LSXMK		12,170,640(3)		5.8
	BATRA		661,499(3)		6.5
	BATRB		—		—
	BATRK		2,388,512(3)		6.0
	FWONA		1,057,067(3)		4.1
	FWONB		—		—
	FWONK		9,515,547(3)		4.7

Name and Address of Beneficial Owner
Title of
Class Amount and
Nature of
Beneficial
Ownership Percent of
Class
(%) Voting
Power
(%)
John C. Malone
LSXMA 1,202,487 (1) 1.2 47.6
c/o Liberty Media Corporation
LSXMB 9,455,341 (1) 95.8
12300 Liberty Boulevard
LSXMK 18,840,628 (1) 8.5
Englewood, CO 80112
BATRA 120,246 (1) 1.2
BATRB 945,532 (1) 95.8
BATRK 1,884,062 (1) 8.5
LMCA 300,619 (1) 1.2
LMCB 2,363,837 (1) 95.8
LMCK 4,710,156 (1) 8.5
Berkshire Hathaway

LSXMA

10,000,000
(2)
9.8
5.0
3555 Farnam Street
LSXMB — —
Omaha, NE 68131
LSXMK 20,000,000 (2) 9.0
BATRA 1,000,000 (2) 9.8
BATRB — —
BATRK 2,000,000 (2) 9.0
LMCA 2,500,000 (2) 9.8
LMCB — —
LMCK 5,000,000 (2) 9.0
Liberty Media Corporation 2019 Proxy Statement | 5

TABLE OF CONTENTS Name and Address of Beneficial Owner Title of Series Amount and Nature of Beneficial Ownership Percent of Series (%) Voting Power (%) Norges Bank (The Central Bank of Norway) Bankplassen 2 PO Box 1179 Sentrum Oslo, Q8 0107 Norway LSXMA 2,260,630(4) 2.2 1.3 LSXMB — — LSXMK 1,494,577(4) * BATRA 569,036(4) 5.6 BATRB — — BATRK 224,015(4) * FWONA 710,649(4) 2.8 FWONB — — FWONK 3,380,383(4) 1.7 The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 LSXMA 8,828,793(5) 8.6 4.3 LSXMB — — LSXMK 14,012,828(5) 6.7 BATRA 462,737(6) 4.5 BATRB — — BATRK 1,722,776(6) 4.3 FWONA 2,287,400(5) 8.9 FWONB — — FWONK 16,678,660(5) 8.2 Park West Asset Management LLC 900 Larkspur Landing Circle Suite 165 Larkspur, CA 94939 LSXMA — — * LSXMB — — LSXMK — — BATRA 863,562(7) 8.4 BATRB — — BATRK 2,847,218(7) 7.2 FWONA — — FWONB — — FWONK — — FMR LLC 245 Summer Street Boston, MA 02210 LSXMA 1,539,255(8) 1.5 * LSXMB — — LSXMK 77,269(8) * BATRA 121(8) * BATRB — — BATRK 909(8) * FWONA 847,389(8) 3.3 FWONB — — FWONK 10,421,371(8) 5.1 6 | Liberty Media Corporation 2019 Proxy Statement

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Name and Address of Beneficial Owner	Title of Series	Amount and Nature of Beneficial Ownership		Percent of Series (%)		Voting Power (%)
GAMCO Investors, Inc. One Corporate Center Rye, NY 10580	LSXMA		599,959(9)		*		*
	LSXMB		—		—
	LSXMK		674,513(9)		*
	BATRA		1,458,438(10)		14.2
	BATRB		—		—
	BATRK		1,715,205(9)		4.3
	FWONA		137,640(9)		*
	FWONB		—		—
	FWONK		190,013(9)		*
Ancient Art, L.P. 500 West 5th Street Suite 1110 Austin, TX 78701	LSXMA		—		—		1.0
	LSXMB		—		—
	LSXMK		—		—
	BATRA		—		—
	BATRB		—		—
	BATRK		—		—
	FWONA		2,593,428(11)		10.1
	FWONB		—		—
	FWONK		—		—
Janus Henderson Group plc 201 Bishopsgate ECM 3AE, United Kingdom	LSXMA		27,615(12)		*		*
	LSXMB		—		—
	LSXMK		62,557(12)		*
	BATRA		—		—
	BATRB		—		—
	BATRK		—		—
	FWONA		—		—
	FWONB		—		—
	FWONK		10,225,807(12)		5.0
UBS Group AG Bahnhofstrasse 45 Zurich, Switzerland	LSXMA		265,361(13)		*		*
	LSXMB		—		—
	LSXMK		529,626(13)		*
	BATRA		1,241,525(13)		12.1
	BATRB		—		—
	BATRK		20,775(13)		*
	FWONA		156(13)		*
	FWONB		—		—
	FWONK		516,696(13)		*

Liberty Media Corporation 2019 Proxy Statement | 7

~~Table of Contents~~

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

This section sets forth information relating to, and an analysis and discussion of, compensation paid by our company to the following persons (who we collectively refer to as ournamed executive officers):

•

•

John C. Malone, our Chairman of the Board;

•

Gregory B. Maffei, our Chief Executive Officer and President;

•

~~Christopher W. Shean,~~

Mark D. Carleton, our Chief Financial Officer; and

•

Richard N. Baer and Albert E. Rosenthaler, our other two most highly compensated executive officers at the end of ~~2015.~~

This section does not give effect to the reclassification or any adjustments to the named executive officers' stock option, restricted stock or restricted stock unit awards in connection with the reclassification or the rights offering. References to LMCA and LMCK in this section mean our Series A and Series C common stock as they existed prior to the reclassification.

2018.

Compensation Discussion and Analysis

Compensation Overview

Our compensation committee of our board of directors has responsibility for establishing, implementing and regularly monitoring adherence to our compensation philosophy. That philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value. To that end, the compensation packages provided to the named executive officers (other than Mr. Malone) include significant performance-based bonuses and significant equity incentive ~~awards.~~

awards, including equity awards that vest many years after initial grant.

Our compensation committee seeks to approve a compensation package for each named executive officer that is commensurate with the responsibilities and proven performance of that executive and that is competitive relative to the compensation packages paid to similarly situated executives in other companies. Our compensation committee does not engage in any regular benchmarking analysis; rather, it is familiar with the range of total compensation paid by other companies and periodically reviews survey information provided by Mercer (US) Inc. (Mercer) and others. Our compensation committee uses this range and survey data as a guide to ensure that the named executive officers receive attractive compensation packages. Our compensation committee believes that our compensation packages should assist our company in attracting and retaining key executives critical to our long-term success.

~~Our feedback from stockholders on this pay philosophy has been positive.~~

At our ~~2015~~2018 annual stockholder meeting, stockholders representing ~~79.4%~~a majority of the aggregate voting power of Liberty Media present and entitled to vote on our say-on-pay proposal ~~approved,~~voted in favor of, on an advisory basis, our executive compensation as disclosed in our proxy statement for the ~~2015~~2018 annual meeting of stockholders. No material changes were implemented to our executive compensation program as a result of this vote. ~~In 2012, the~~At our 2018 annual stockholder meeting, stockholders ~~of our predecessor parent company (currently known as Starz,Old LMC~~) elected to hold a say-on-pay vote every three years and ~~we assumed~~our board of directors adopted this as the ~~results of that vote in connection with the spin-off in 2013 of our company from Old LMC (theLMC Spin-Off~~).

frequency at which future say-on-pay votes would be held.

Services Agreements

In connection with prior spin-off or ~~split off~~split-off transactions involving our company ~~and Liberty Interactive,~~or Qurate Retail, we ~~have~~ entered into transitional services arrangements with each of ~~Liberty Interactive, Starz,~~Qurate Retail, Liberty Broadband, Liberty TripAdvisor, Liberty Expedia and ~~Liberty TripAdvisor.~~GCI Liberty. Pursuant to these arrangements, our employees provide or provided services to these companies and our company is reimbursed for the time spent serving these companies.

Qurate Retail

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~~Liberty Interactive Corporation~~.

We assumed a services agreement with ~~Liberty Interactive~~Qurate Retail (the Qurate Retail Services Agreement) in connection with the ~~LMC Spin-Off (theLIC Services Agreement~~).spin-off of our company from our predecessor parent company. Pursuant to the ~~LIC~~Qurate Retail Services Agreement, in ~~2015, Liberty Interactive~~2018, Qurate Retail reimbursed us for the portion of the base salary and certain other compensation we paid to our employees that was allocable to ~~Liberty Interactive~~Qurate Retail for estimated time spent by each such employee related to that company. ~~Liberty Interactive~~Qurate Retail does not reimburse us for time spent by Mr. Maffei on ~~Liberty Interactive~~Qurate Retail matters. Rather, ~~Liberty Interactive~~Qurate Retail pays Mr. Maffei directly pursuant to his employment agreement with ~~Liberty Interactive.~~Qurate Retail. The ~~2015~~2018 performance-based bonuses earned by the named executive officers offor services provided to our company were paid directly by our ~~company.~~company and the performance-based bonuses earned by the named executive officers for services provided to Qurate Retail were paid directly by Qurate Retail. During ~~2015,~~2018, the estimate of the allocable percentages of time spent performing services for ~~Liberty Interactive,~~Qurate Retail, on the one hand, and our company, on the other hand, were reviewed quarterly by our audit committee for appropriateness. The salaries and certain perquisite

32 | Liberty Media Corporation 2019 Proxy Statement

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EXECUTIVE COMPENSATION

information included in the ~~"Summary~~“Summary Compensation ~~Table"~~Table” below reflect the portion of the compensation paid by and allocable to Liberty Media and do not reflect the portion of the compensation allocable to ~~Liberty Interactive~~Qurate Retail and for which ~~Liberty Interactive~~Qurate Retail reimbursed Liberty Media under the ~~LIC~~Qurate Retail Services Agreement. During the year ended December 31, ~~2015,~~2018, the weighted average percentage of each such named executive ~~officer's~~officer’s time that was allocated to our company was: Mr. Malone—~~55%~~75%; Mr. Baer—~~50%~~70%; Mr. ~~Rosenthaler—45%~~Carleton—75%; and Mr. ~~Shean—38%~~Rosenthaler—73%.

~~Starz. In January 2013, we separated from Starz in the LMC Spin-Off.~~

Other Services Agreements

In connection with each of the ~~LMC Spin-Off,~~August 2014 spin-off of Liberty TripAdvisor from Qurate Retail, our November 2014 spin-off of Liberty Broadband, the November 2016 split-off of Liberty Expedia from Qurate Retail and the March 2018 acquisition and subsequent separation of GCI Liberty from Qurate Retail, we entered into a services agreement with Starz, pursuant to which Starz will compensate us for the portion of the salary and other cash compensation we pay to our employees, including our named executive officers (other than Mr. Maffei), that is allocable to Starz for time spent on matters related to Starz. The services agreement provides that a portion of Mr. Maffei's base salary will be allocable to Starz for time spent on matters related to Starz and provides that none of Mr. Maffei's performance-based bonus will be allocable to Starz. For the year ended December 31, 2015, we allocated to Starz 10% of Mr. Maffei's base salary and 5% of Mr. Rosenthaler's base salary, and we were compensated accordingly under the services agreement.

Liberty TripAdvisor, ~~Holdings. In August 2014,~~ Liberty ~~Interactive completed the spin-off of its subsidiary,~~Broadband, Liberty ~~TripAdvisor (theTripCo Spin-Off). In connection with the TripCo Spin-Off,~~Expedia and GCI Liberty, ~~Interactive requested that we enter into a services agreement with Liberty TripAdvisor,~~respectively, pursuant to which we ~~will~~ provide ~~to Liberty TripAdvisor~~each of them certain administrative and management services, and ~~Liberty TripAdvisor will pay~~each of them pays us a monthly management fee, the amount of which is subject to semi-annual review. For the year ended December 31, ~~2015,~~2018, Liberty TripAdvisor, Liberty Broadband, Liberty Expedia and GCI Liberty accrued aggregate management fees of ~~$2,323,285~~$3.2 million, $3.5 million, $4.0 million and $8.3 million, respectively, payable to our company under the relevant services agreement.

~~Liberty Broadband Corporation. In November 2014, we completed the spin-off of our subsidiary, Liberty Broadband (theBroadband Spin-Off~~). In connection with the Broadband Spin-Off, we entered into a services agreement with Liberty Broadband, pursuant to which we will provide to Liberty Broadband certain administrative and management services, and Liberty Broadband will pay us a monthly management fee, the amount of which is subject to semi-annual review. For the year ended December 31, 2015, Liberty Broadband accrued aggregate management fees of $2,278,605 payable to our company under the services agreement.

Setting Executive Compensation

In making its compensation decision for each named executive officer (other than Mr. Malone), our compensation committee considers the following:

•

each element of the named executive ~~officer's historical~~officer’s compensation, including salary, bonus, equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily;

•

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•: the financial performance of our company compared to internal forecasts and budgets;

•
•

the scope of the named executive ~~officer's~~officer’s responsibilities;

•

the competitive nature of the compensation packages offered based on general industry knowledge of the media, telecommunications and entertainment industries and periodic use of survey information provided by Mercer ~~(US) Inc. (Mercer~~) and others; and

•

the performance of the group reporting to the named executive officer.

In addition, when setting compensation, our compensation committee considers the recommendations obtained from our Chief Executive Officer as to all elements of the compensation packages of ~~Mr.~~Messrs. Baer, ~~Mr. Rosenthaler~~Carleton and ~~Mr. Shean.~~Rosenthaler. To make these recommendations, our Chief Executive Officer evaluates the performance and contributions of each such named executive officer. He also considers whether the pay packages afforded to such named executive officers are competitive and are aligned internally. He also evaluates the named executive ~~officer's~~officer’s performance against individual, department and corporate goals.

In December 2014, our compensation committee approved a ~~new~~ five-year employment agreement with Mr. Maffei (the~~2015~~ Maffei Employment Agreement), which ~~sets~~establishes his compensation for the term of the agreement. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” below. Prior to entering into the ~~2015~~ Maffei Employment Agreement, our compensation committee ~~obtained~~reviewed information from Mercer with respect to chief executive officer compensation packages at media, telecommunications, e-commerce and entertainment companies and discussed with Mercer alternative equity award structures.

In May 2016, our compensation committee approved a new four-year employment agreement with Mr. ~~Malone's~~Baer (the 2016 Baer Employment Agreement), which establishes his compensation for the term of the agreement. See “—Executive Compensation Arrangements—Richard N. Baer” below. Prior to entering into the 2016 Baer Employment Agreement, our compensation committee reviewed compensation data with respect to chief legal officer compensation packages at media, telecommunications and entertainment companies and considered the recommendations of Mr. Maffei with respect to the proposed compensation package.

Mr. Malone’s compensation is governed by the terms of his employment agreement with our company. See "—“—Executive Compensation Arrangements—John C. Malone."

”

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Elements of ~~2015~~2018 Executive Compensation

For ~~2015,~~2018, the principal components of compensation for the named executive officers (other than Mr. Malone) were:

•

base salary;

•

a performance-based bonus, payable in cash;

•

time-vested and performance-based stock option awards and ~~restricted stock unit awards granted to Mr. Maffei;~~RSUs;

•

stock option awards granted to Messrs. Rosenthaler and Shean consisting of (i) a multi-year stock option award to purchase 192,538 shares of LMCK that vest in equal increments on each of December 31, 2019 and 2020 and (ii) a stock option award to purchase 118,100 shares of LMCK that vest in equal installments on each of March 4, 2016, March 4, 2017 and March 4, 2018;

•

perquisites and other limited personal benefits; and

•

deferred compensation arrangements.

Base Salary

Our compensation committee believes base salary should be a relatively smaller portion of each named executive officer’s overall compensation package, thereby aligning the interests of our executives more closely with those of our stockholders. The base salaries of the named executive officers are reviewed on an annual basis (other than Messrs. Malone and Maffei, whose salaries are ~~governed~~set by their respective employment agreements), as well as at the time of any change in responsibilities. Typically, after establishing a named executive ~~officer's~~officer’s base salary, salary increases are limited to cost-of-living adjustments, adjustments based on changes in the scope of the named executive ~~officer's~~officer’s responsibilities, and adjustments to align the named executive ~~officer's~~officer’s salary level with those of our other named executive officers. ~~Our~~

~~Table of Contents~~

compensation committee believes base salary should be a relatively smaller portion of each named executive officer's overall compensation package, thereby aligning the interests of our executives more closely with those of our stockholders. Similarly, in accordance with the terms of his employment agreement, Mr. ~~Malone's~~Malone’s fixed cash compensation is limited.

After completion of the annual review in December ~~2014,~~2017, the ~~2015~~2018 base salaries of Messrs. Baer, ~~Rosenthaler~~Carleton and ~~Shean~~Rosenthaler were increased by 3%2%, reflecting a cost-of-living adjustment. Additionally, in February 2015, the base salaries for Messrs. Rosenthaler and Shean were further increased by 3% and 1%, respectively, to better align the base salaries of our company's senior officers with the salaries of other senior officers with similar levels of responsibility. For ~~2015,~~2018, Mr. Maffei received the 5% base salary increase prescribed by the ~~2015~~ Maffei Employment Agreement. Mr. Malone received no increase under the terms of his employment agreement.

~~2015~~

2018 Performance-based Bonuses

For ~~2015,~~2018, our compensation committee adopted an annual, performance-based bonus program for each of the named executive officers (other than Mr. Malone)~~, which was structured to comply with Section 162(m) of the Internal Revenue Code (theCode~~). The ~~2015~~2018 bonus program was comprised of two components: a bonus amount payable based on each ~~participant's~~participant’s individual performance (theIndividual Performance Bonus) and a bonus amount payable based on the corporate performance of our company (theCorporate Performance Bonus). No amounts would be payable under our ~~2015~~2018 bonus program unless a minimum corporate performance was achieved: the combined Adjusted OIBDA (or equivalent measure) of Sirius XM, ~~and~~ Braves Holdings, LLC (Braves Holdings), Formula 1 (or F1), and a proportionate share of the equivalent measure of Adjusted OIBDA of Live Nation, for the year ended December 31, ~~2015~~2018 was required to exceed $500 million (theBonus Threshold). If the Bonus Threshold was met, the notional bonus pool for our company would be funded with ~~0.95%~~0.57% of the amount by which such combined Adjusted OIBDA exceeded $500 million (theCash Bonus Pool~~bonus pool~~). If the ~~bonus pool~~Cash Bonus Pool were insufficient to cover the aggregate maximum bonus amounts of all participants (as described in more detail below), each ~~participant's~~participant’s maximum bonus amount would be reduced pro rata, for all purposes under the program, based upon his respective maximum bonus amount.

For purposes of the bonus program, Adjusted OIBDA is defined as revenue less cost of sales, operating expense and selling, general and administrative (~~SG&A~~) expense (excluding stock compensation). Sirius XM and Live Nation do not report Adjusted OIBDA information. As a result, we used Adjusted EBITDA as reported by Sirius XM and Adjusted Operating Income, or AOI, as reported by Live Nation, which are the most similar non-GAAP measures reported by Sirius XM and Live Nation, to determine their results. For a definition of Adjusted EBITDA as defined by Sirius XM, ~~please~~ see Sirius ~~XM's~~XM’s Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2018, filed on ~~February 2, 2016.~~January 30, 2019. For a definition of AOI as defined by Live Nation, ~~please~~ see Live ~~Nation's~~Nation’s Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2018, filed on February ~~25, 2016.~~

28, 2019.

Each participant was assigned a maximum bonus under the performance-based bonus program for each of Liberty Media and ~~Liberty Interactive.~~Qurate Retail. The maximum bonuses for ~~our participants~~the Liberty Media program were as follows: Mr. Maffei—$~~4,803,750;~~8,341,414; Mr. Baer—$~~875,243;~~1,406,882; Mr. Carleton—$1,366,305; and ~~Messrs. Rosenthaler and Shean—~~Mr. Rosenthaler—$~~850,000~~1,366,305 (each ~~participant's~~participant’s LMC Funding Pool Maximum Performance Bonus). ~~Liberty Interactive~~Qurate Retail also established maximum performance-based bonuses for our participants ~~in the same amounts (the~~as follows: Mr. Maffei—$5,560,943; Mr. Baer—$937,921; Mr. Carleton—$910,870; and Mr. Rosenthaler—$910,870.

34 | ~~LIC Maximum Bonus~~Liberty Media Corporation ~~). The total of the LMC Maximum Bonus and the LIC Maximum Bonus will be referred to as the~~2019 Proxy Statement

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~~Combined Maximum Bonus~~EXECUTIVE COMPENSATION.

To determine the LMC Funding Pool Maximum Performance Bonus for each of Messrs. Baer, ~~Rosenthaler,~~Carleton and ~~Shean,~~Rosenthaler, our compensation committee divided the base salary paid by our company in half, recognizing that the other half would be subject to ~~Liberty Interactive's~~Qurate Retail’s bonus program. Our compensation committee then set the LMC Funding Pool Maximum Performance Bonus at ~~two~~three times the quotient ~~above. In February 2015, the~~above for Mr. Baer, Mr. Carleton and Mr. Rosenthaler. Mr. Maffei’s LMC Funding Pool Maximum Performance Bonus ~~amount for each of Messrs. Rosenthaler and Shean was increased from 1.5 times to two times to align the compensation of our company's senior officers more closely. Mr. Baer's LMC Maximum~~

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~~Bonus amount is consistent with the percentage applied to him with respect to our previous performance-based bonus programs. Mr. Maffei's maximum bonus~~ was set at ~~five~~seven and one half times the base salary paid by our company, which ~~is consistent with~~exceeded the terms of the ~~2015~~ Maffei Employment Agreement.

Mr. Baer’s LMC Funding Pool Maximum Performance Bonus was set at three times the base salary paid by our company, which exceeded the terms of the 2016 Baer Employment Agreement. Our compensation committee increased Mr. Maffei’s LMC Funding Pool Maximum Performance Bonus and Mr. Baer’s LMC Funding Pool Maximum Performance Bonus to account for the fact that their respective time allocated to Liberty TripAdvisor, Liberty Broadband, Liberty Expedia, and GCI Liberty under the services agreements is charged to our company in the determination of their LMC individual bonuses by our compensation committee. In addition, the LMC Funding Pool Maximum Performance Bonuses of Mr. Carleton and Mr. Rosenthaler were similarly increased in 2018.

Our compensation committee then determined that if the Cash Bonus Pool were fully funded, it would make its determinations as to the percentage to pay Mr. Maffei and Mr. Baer based on the above-described contractual limits (five times base pay for Mr. Maffei and two times attributable base pay for Mr. Baer). Similarly, our compensation committee determined to make its determinations as to the percentage to pay Mr. Carleton and Mr. Rosenthaler based on a limit of two times their respective attributable base pay. These limits will be referred to as the LMC Maximum Performance Bonus.

Assuming the Bonus Threshold was met (and after taking into account any reductions associated with a shortfall in the ~~bonus pool)~~Cash Bonus Pool), each participant was entitled to receive from our company an amount (theLMC Maximum Individual ~~Bonus)~~Bonus) equal to ~~the LMC Allocable Time Percentage (as defined below) multiplied by~~ 60% of the ~~Combined~~LMC Maximum Performance Bonus for that ~~participant (theCombined Maximum Individual Bonus~~).participant. The LMC Maximum Individual Bonus was subject to reduction based on a ~~subjective~~ determination of the ~~participant's~~participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of our company. ~~TheLMC Allocable Time Percentage~~ for each participant is equal to the difference between 100% and the percentage of such participant's time that was spent performing services for Liberty Interactive under the LIC Services Agreement, as determined by our compensation committee for purposes of the payment of bonuses: 55% as to Mr. Maffei; 50% as to Mr. Baer; 45% as to Mr. Rosenthaler; and 38% as to Mr. Shean. Under ~~Liberty Interactive's~~Qurate Retail’s corollary program, each participant was entitled to receive from ~~Liberty Interactive an amount~~Qurate Retail a maximum individual bonus equal to ~~the remaining portion~~60% of ~~the Combined Maximum Individual Bonus,~~his Qurate Retail maximum performance bonus, subject to reduction based on a ~~subjective~~ determination of the ~~participant's~~participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of ~~Liberty Interactive.~~Qurate Retail. Our compensation committee believes this construct was appropriate in light of the ~~LIC~~Qurate Retail Services Agreement and the fact that each participant splits his professional time and duties.

Also, assuming the Bonus Threshold was met (and after taking into account any reductions associated with a shortfall in the ~~bonus pool)~~Cash Bonus Pool), each participant was entitled to receive from our company an amount (theLMC Maximum Corporate Bonus) equal to ~~the LMC Corporate Percentage (as defined below) multiplied by~~ 40% of his ~~Combined~~LMC Maximum Performance Bonus, ~~(theCombined Maximum Corporate Bonus~~), subject to reduction based on a ~~subjective~~ determination of the corporate performance of our company. ~~TheLMC Corporate Percentage~~ ~~was determined by reference~~Qurate Retail has a corollary program pursuant to ~~the historical relative market capitalizations of our company and Liberty Interactive. Under Liberty Interactive's corollary program,~~which each participant was entitled to receive from ~~Liberty Interactive an amount (theLIC Maximum Corporate Bonus) equal to the remaining portion~~Qurate Retail a bonus that is 40% of the ~~Combined Maximum Corporate Bonus,~~Qurate Retail maximum bonus, which was subject to reduction based on a ~~subjective~~ determination of the corporate performance of ~~Liberty Interactive.~~

Qurate Retail.

In December ~~2015,~~2018, our compensation committee and the ~~Liberty Interactive~~Qurate Retail compensation committee ~~collaborated in their review of~~reviewed contemporaneously our respective named executive ~~officers' individual~~officers’ performance ~~criteria and their review of~~under each ~~company's corporate performance metrics.~~company’s program. Notwithstanding this ~~collaborative~~joint effort, our compensation committee retained sole and exclusive discretion with respect to the approval of award terms and amounts payable under our bonus program.

Also, in December ~~2015,~~2018, our compensation committee determined that the combined Adjusted OIBDA (or equivalent measure) for Sirius XM, ~~and~~ Braves Holdings, Formula 1 and a proportionate share of the equivalent measure of Adjusted OIBDA of Live Nation, was approximately ~~$1.85 billion~~$2,959.7 million using the formula described above, exceeding the Bonus Threshold by approximately ~~$1.35 billion,~~$2,459.7 million, thereby creating a notional ~~bonus pool~~Cash Bonus Pool of approximately ~~$12.81~~$14.02 million, which exceeded the amount necessary to cover the aggregate ~~maximum bonus amounts~~LMC Funding Pool Maximum Performance Bonuses of all the participants and enabling each participant to receive a bonus ofunder the performance-based program up to his ~~maximum bonus amount.~~

LMC Funding Pool Maximum Performance Bonus.

Individual Performance ~~Bonus~~.Bonus. Our compensation committee then reviewed the individual performance of each participant to determine the reductions that would apply to each ~~participant's~~participant’s LMC Maximum Individual Bonus. Our compensation committee took into account a variety of factors, without assigning a numerical weight to any single performance measure. This determination was based on reports of our board, the observations of committee members throughout the year, executive

~~Table of Contents~~

self-evaluations and, with respect to the participants other than Mr. Maffei, the observations and input of Mr. Maffei. In evaluating the performance of each of the participants for determining

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Name	Combined Performance Bonus
Gregory B. Maffei		$	7,064,502
Richard N. Baer		$	1,472,891
Mark D. Carleton		$	1,293,780
Albert E. Rosenthaler		$	1,362,095

For more information regarding these bonus awards, please see the ~~"Grants~~“Grants of Plan-Based ~~Awards"~~Awards” table below.

Equity Incentive Compensation

The Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended, (the 2017 incentive plan

~~The~~) provides, and prior to its expiration, the Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015), as amended (the2013 incentive plan) ~~provides~~provided, for the grant of a variety of incentive awards, including stock options, restricted shares, ~~restricted stock units,~~RSUs, stock appreciation rights and performance awards. Our compensation committee has a preference for grants of stock-based incentive awards ~~(restricted stock units,~~(RSUs, restricted stock and options) as compared with cash incentive awards based on the belief that they better promote retention of key employees through the continuing, long-term nature of an equity investment. It is the policy of our compensation committee that stock options be awarded with an exercise price equal to fair market value on the date of grant, typically measured by reference to the closing price on the grant date.

Maffei Performance-based Equity ~~Awards~~.Awards. In December 2014, we entered into the ~~2015~~ Maffei Employment Agreement which provides Mr. Maffei with the opportunity to earn annual equity incentive awards during the employment term. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” for additional information about the annual awards to be provided under the ~~2015~~ Maffei Employment Agreement.

~~Table~~ The Maffei Employment Agreement provides that Mr. Maffei was entitled to receive from our company and Qurate Retail in 2018 a combined target value equity award of ~~Contents~~$19 million and contemplates that the equity awards would be structured to qualify as performance-based compensation under Section 162(m) of the Code. The Maffei Employment Agreement contemplated that the $19 million equity award would be divided between our company and Qurate Retail according to relative market capitalization. Mr. Maffei is also eligible to receive above-target equity awards from our company and Qurate Retail equaling in the aggregate $9.5 million (split by relative market capitalization) that would be granted at the end of the performance period in each compensation committee’s sole discretion. The Maffei Employment Agreement also sets forth provisions for determining and establishing any performance criteria for equity awards.

In 2018, our compensation committee, with the consent of Mr. Maffei, decided to grant a combination of time-vested stock options and performance-based RSUs that the parties agreed were in satisfaction of our obligations under the Maffei Employment Agreement. Our compensation committee believes that time-vested stock options are consistent with its philosophy of aligning the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value. In addition, our compensation committee believed that Mr. Maffei’s RSU grants should be subject to performance metrics that incentivize and reward Mr. Maffei for successful completion of our company’s strategic initiatives. Our compensation committee determined to grant 23% of the total award value of $19 million in FWONK awards, 36% of the total award value of $19 million in LSXMK, and 3% of the total award value of $19 million in BATRK awards in accordance with the relative market capitalization of our three tracking stock groups and Qurate Retail’s two tracking stock groups. The parties did not amend the Maffei Employment Agreement and made no decision as to whether to formalize the above process for future grants.

As a result, our compensation committee granted to Mr. Maffei 632,752 LSXMK time-vested options (the Maffei LSXMK options

), 46,052 BATRK time-vested options (the Maffei BATRK options), 138,655 FWONK time-vested options (the Maffei FWONK options), 12,279 BATRK performance-based RSUs (the 2018 Maffei BATRK RSUs) and 85,590 FWONK performance-based RSUs (the 2018 Maffei FWONK RSUs, and collectively with the 2018 Maffei BATRK RSUs, the ~~For 2015, our~~2018 Maffei RSUs). The Maffei LSXMK options, Maffei BATRK options and Maffei FWONK options had a grant date of March 5, 2018, had a term of seven years, and had a base price of $42.50, $23.34 and $31.99, respectively, which was the closing price of LSXMK, BATRK and FWONK on the grant date. In addition, the stock options vested in full on December 31, 2018, and were subject to other applicable terms and conditions for option grants as set forth in the Maffei Employment Agreement. Our compensation committee also granted to Mr. Maffei the 2018 Maffei RSUs on March 5, 2018, which vest only upon attainment of the performance objectives described below.

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EXECUTIVE COMPENSATION

Our compensation committee adopted an annual, performance-based ~~equity award~~ program for ~~Mr. Maffei pursuant to the 2015 Maffei Employment Agreement. That program was intended to comply with Section 162(m)~~payment of the ~~Code so that the annual awards would be determined to be performance-based compensation. In accordance with the 2015~~2018 Maffei ~~Employment Agreement, our compensation committee granted performance equity awards in March 2015 in the grant values specified by the 2015 Maffei Employment Agreement (theLMC Target Equity Awards~~), which awards would be vested by our compensation committee by March 15, 2016, if and to the extent earned by Mr. Maffei. Consistent with the 2015 Maffei Employment Agreement, after reviewing the relative market capitalizations of our company and Liberty Interactive, our compensation committee determined that $6,510,400 in initial grant value would be issued as LMC Target Equity Awards. Liberty Interactive's compensation committee likewise determined that $9,489,600 in initial grant value would be issued as Liberty Interactive target performance equity awards, for a combined initial target grant value from the two companies of $16 million. Under the 2015 Maffei Employment Agreement, Mr. Maffei has the right, with certain limitations, to designate the percentage of such award value he will receive in the form of restricted stock units and stock options. Mr. Maffei elected to receive 80% of his LMC Target Equity Awards in the form of stock options and elected to receive the balance in the form of restricted stock units.

~~Accordingly, in March 2015, our compensation committee approved a grant of LMC Target Equity Awards of 418,414 stock options to purchase shares of LMCK with a term of seven years (the2015 Annual Options) and 33,527 restricted stock units with respect to shares of LMCK (the2015 Annual RSUs). Our compensation committee then set a maximum grant value payout~~RSUs. None of the ~~annual performance awards based on our company's relative market capitalization of $9,765,600 (theLMC 162(m) Maximum~~) and Liberty Interactive's compensation committee similarly set a maximum grant value payout of $14,234,400, for a combined maximum payout of $24 million. Any payout of an equity award by our company above $6,510,400 would be in our compensation committee's sole discretion, would be issued in the first quarter of 2016, and2018 Maffei RSUs would vest ~~immediately after grant (anLMC Above-Target Award~~).

~~The LMC Target Equity Awards were earned and vested based on achievement of objective metrics that were designed to qualify~~unless a minimum corporate performance was achieved: the ~~payment as performance-based compensation under Section 162(m) (the162(m) objective metrics~~). Subject to Mr. Maffei's right under the 2015 Maffei Employment Agreement to receive a guaranteed portion of the LMC Target Equity Awards upon achievement of the 162(m) objective metrics, our compensation committee considered whether to use its negative discretion to reduce the award earned under the 162(m) objective metrics. For the reasons discussed below, our compensation committee determined in March 2016 that the full amount of the LMC Target Equity Awards would vest and that an additional $589,600 of LMC Above-Target Awards would be granted and vested.

~~162(m) Objective Metrics. Our compensation committee selected the following 162(m) objective metrics for the LMC Target Equity Awards: revenue growth,~~combined Adjusted OIBDA ~~growth and free cash flow as compared to budget at each~~(or equivalent measure) of Sirius XM, Braves Holdings, Formula 1 and a proportionate share of ~~Live Nation. For purposes~~the equivalent measure of ~~the LMC Target Equity Awards,~~ Adjusted OIBDA ~~is defined as revenue less cost~~ of ~~sales, operating expense and SG&A (excluding stock compensation). Sirius XM and~~ Live Nation, do not report Adjusted OIBDA information. As a result, we used Adjusted EBITDA as reported by Sirius XM and AOI as reported by Live Nation, which are the most similar non-GAAP measures reported by these companies, to determine their results. For a definition of Adjusted EBITDA as defined by Sirius XM, please see Sirius XM's Annual Report on Form 10-K for the year ended December 31, ~~2015, filed on February 2, 2016. For a definition~~2018 was required to exceed $500 million (the Maffei RSU Threshold). If the Maffei RSU Threshold were met, the notional pool for payment of ~~AOI as defined~~the 2018 Maffei RSUs would be funded with 0.43% of the amount by ~~Live Nation,~~which such combined Adjusted OIBDA exceeded $500 million (the Maffei RSU pool

~~Table~~). A maximum payout equal to 1.5 times the target number of ~~Contents~~

~~please see Live Nation's Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 25, 2016.~~

Sirius XM
(weighted 82%) Braves Holdings
(weighted 6%) Live Nation
(weighted 12%)

Revenue Adjusted
OIBDA Free
Cash
Flow(1) Revenue Adjusted
OIBDA Free
Cash
Flow(1) Revenue Adjusted
OIBDA Free
Cash
Flow(1)

(dollars in millions)

Metric weighting
25 % 50 % 25 % 25 % 50 % 25 % 25 % 50 % 25 %
Percentage achieved
9.30 % 12.99 % 106.91 % (2.88 )% 155.55 % 159.61 % 10.75 % 10.99 % 97.57 %
Vesting percentage
100.00 % 100.00 % 93.80 % 0.00 % 31.10 % 100.00 % 100.00 % 100.00 % 74.60 %
Weighted average vesting
98.46 % 40.56 % 93.65 %
Total weighted vesting percentage
94.40 %

2018 Maffei RSUs or $9.234 million of grant value was established.

~~(1)~~: ~~Defined for~~For purposes of the ~~LMC Target Equity Awards as~~Maffei RSU pool, Adjusted OIBDA ~~less capital expenditures,~~was defined in the same manner as the cash ~~taxes, other operating payments, such as channel placement fees~~performance bonus program. See “—Elements of 2018 Executive Compensation—2018 Performance-based Bonuses” above. Assuming the Maffei RSU Threshold of $500 million was met and ~~minority interest dividends, and positive or negative movements in working capital.~~

~~Based~~the Maffei RSU pool was funded, the amount earned would be subject to reduction from the maximum amount payable by our compensation committee based on ~~this financial~~ performance criteria. After review of our company’s 2018 Adjusted OIBDA results, our compensation committee determined and certified that itthe maximum 2018 Maffei RSUs could ~~award a maximum number of 2015 LMC Target Equity Awards and Above Target Awards equaling a grant value of $9,219,156, which was 94.40% of the LMC 162(m) Maximum.~~be paid to Mr. Maffei. Our compensation committee then ~~considered whether to reduce such maximum payout of $9,219,156 and~~ determined to ~~do so based on a combination~~review Mr. Maffei’s performance to determine what portion of ~~objective, subjective and discretionary criteria that had been established in March 2015. In March 2016, our~~the maximum award would be paid. Our compensation committee reviewed Mr. ~~Maffei's~~Maffei’s 2018 performance ~~to determine~~and noted his efforts in successfully overseeing the ~~extent to which he would vest~~acquisition of Pandora by Sirius XM. After considering Mr. Maffei’s performance in ~~his LMC Target Equity Awards and any LMC Above-Target Awards. Our~~these areas, our compensation committee ~~took into account a variety~~determined to vest 100% of ~~factors, without assigning a numerical weight to any single individual performance metric, to assess~~the previously issued 2018 Maffei RSUs.

In addition, for the same reasons, our compensation committee awarded Mr. ~~Maffei's~~Maffei above-target awards for his performance in respect of Sirius XM, Braves Holdings, Live Nation and our other investments. Our compensation committee considered in its evaluation reports from our board, the observations of committee members throughout the year and an executive self-evaluation.2018. Our compensation committee also ~~considered~~recommended to the ~~criteria below in evaluating Mr. Maffei's performance:~~

~~Individual Performance Metrics~~

•: ~~Total stockholder return as compared to peer groups~~Qurate Retail compensation committee and the ~~S&P 500;~~
•: ~~Leadership ability;~~
•: ~~Successful pursuit of merger, acquisition and divestiture opportunities;~~
•: ~~Successful financial engineering efforts;~~
•: ~~Management succession planning efforts;~~
•: ~~Successful accomplishment of annual goals in the performance-based bonus program; and~~
•: ~~Year-over-year improvement in the fair market value of our investments in subsidiary assets.~~

~~Following a review of Mr. Maffei's performance, our~~GCI Liberty compensation committee ~~approved full vesting~~that those committees consider making similar above-target awards related to Mr. Maffei’s performance. As a result of these discussions, the three compensation committees awarded Mr. ~~Maffei's LMC Target Equity Awards and approved granting $589,600 of~~Maffei above-target awards with a grant value ~~of LMC Above-Target Awards. Our~~aggregating $2.7 million. The compensation ~~committee believed it appropriate to~~committees split the grant ~~these awards due to the successful achievement~~value by each granting an additional 15% of the ~~above-listed metrics~~target number of restricted stock units and ~~the superior financial performance of our significant subsidiaries during 2015. Pursuant~~stock options granted to ~~his right to do so under the 2015 Maffei Employment Agreement,~~ Mr. Maffei ~~elected~~in March 2018. In the case of GCI Liberty, such grant related to ~~receive~~awards of Qurate Retail’s former Series B Liberty Ventures common stock on an as-converted basis as a result of the ~~LMC Above-Target Awards in the form of LMCK stock options.~~March 2018 transactions between Qurate Retail and GCI Liberty. Accordingly, our compensation committee ~~approved an additional award of~~

~~Table of Contents~~

~~61,355 LMCK~~granted 6,908 BATRK options, 94,913 LSXMK options, 20,798 FWONK options, 1,842 BATRK restricted stock ~~options in March 2016 with a grant value of $589,600. In the aggregate, Mr. Maffei vested in 479,769~~units, and 12,839 FWONK restricted stock options to purchase LMCK shares (including the LMC Above-Target Awards), and 33,527 shares of LMCK with respect to the vesting of his 2015 Annual RSUs. The aggregate initial grant value of these awards was $7,100,000.units. For more information regarding the ~~LMC Target Equity Awards, please~~target equity and above-target equity awards, see the ~~"Grants~~“Grants of Plan-Based ~~Awards"~~Awards” table ~~below.~~

below and “—Executive Compensation—Compensation Discussion and Analysis—Elements of 2018 Executive Compensation—Equity Incentive Compensation—Maffei Performance-based Equity Awards” in Qurate Retail’s Definitive Proxy Statement on Schedule 14A filed April 24, 2019.

Other ~~2015~~2018 Awards

Multiyear Stock ~~Option Awards~~.Options. Consistent with ~~our~~its previous practices, our compensation committee ~~(and, prior to the split-off of Old LMC from Liberty Interactive in September 2011 (theOld LMC Split-Off), the Liberty Interactive compensation committee)~~ has made larger stock option grants (equaling approximately four to five ~~years'~~years’ value of the named executive officer’s annual ~~grants made in years prior to 2009)~~grants) that vest between four and five ~~and three-quarters~~ years after grant, rather than making annual grants over the same period. These ~~multi-year~~multiyear grants provide for back-end weighted vesting and generally expire seven to ten years after grant to encourage executives to remain with the company over the long-term and to better align their interests with those of the stockholders. ~~Accordingly,~~Our compensation committee made such an award to Mr. Maffei in connection with the execution of the Maffei Employment Agreement. See “—Executive Compensation Arrangements—Gregory B. Maffei” below. Also, in March 2015, our compensation committee granted to each of Messrs. Carleton and Rosenthaler ~~and Shean (i)~~multiyear stock options that equaled the value of the named executive officer’s annual grants that were expected to be granted to him for the period from January 1, 2016 through December 31, 2020. See “Summary Compensation Table” below. Also, Mr. Baer received a multi-year stock option award in June 2016 in connection with entering into the 2016 Baer Employment Agreement. See “—Executive Compensation Arrangements—Richard N. Baer—2016 Term Options” below. Mr. Baer’s grant equaled the value of his annual grants that were expected to ~~purchase 192,538 shares of LMCK that vests in equal increments on each of December 31, 2019 and 2020 and expires on the eighth anniversary of the grant date and (ii) a stock option award~~be granted to purchase 118,100 shares of LMCK that vests in equal increments on each of March 4, 2016, March 4, 2017 and March 4, 2018 and expires on the seventh anniversary of the grant date. Messrs. Rosenthaler and Shean had last received stock option awards in March 2010 which were multi-year awards intended to provide equity valuehim for the period from ~~2011~~January 1, 2017 through December 31, 2020. Mr. Malone does not participate in the equity award program and as a result did not receive a multiyear stock option award.

Annual Performance Awards. Consistent with our practice since December 2014 of granting a combination of multiyear stock options and annual performance awards to ~~2014. When structuring the 2015 awards,~~senior officers, our compensation committee ~~sought to align the structure of the compensation packages provided~~granted annual performance RSUs to Messrs. Baer, Carleton and Rosenthaler ~~and Shean with the structure of Mr. Maffei's compensation package.~~in March 2018. Our compensation committee ~~also sought~~granted to ~~align more closely the compensation~~Messrs. Baer, Carleton and Rosenthaler, 16,391, 12,239 and 12,239 LSXMK performance-based RSUs, respectively, 2,424, 1,810 and 1,810 BATRK performance-based RSUs, respectively,

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and 12,066, 9,010 and 9,010 FWONK performance-based RSUs, respectively, on March 5, 2018 (the 2018 Chief RSUs). The 2018 Chief RSUs would vest only upon attainment of the ~~senior officers~~performance objectives described below.

Our compensation committee adopted an annual, performance-based program for payment of the ~~company.~~2018 Chief RSUs. None of the 2018 Chief RSUs would vest unless a minimum corporate performance was achieved: the combined Adjusted OIBDA (or equivalent measure) of Sirius XM, Braves Holdings, Formula 1 and a proportionate share of the equivalent measure of Adjusted OIBDA of Live Nation, for the year ended December 31, 2018 was required to exceed $500 million (the Chief Threshold

). If the Chief Threshold were met, the notional pool for payment of the 2018 Chief RSUs would be funded with 0.24% of the amount by which such combined Adjusted OIBDA exceeded $500 million (the Chief RSU pool). If the Chief RSU pool was not funded so that the maximum awards could be paid to all participants, each participant’s maximum award would be reduced pro rata. The maximum payout set for each of Messrs. ~~Malone,~~Baer, Carleton and Rosenthaler was $1.875 million, $1.4 million and $1.4 million, respectively.

For purposes of the Chief RSU pool, Adjusted OIBDA was defined in the same manner as the performance cash bonus program. See “—Elements of 2018 Executive Compensation—2018 Performance-based Bonuses”. Assuming the Chief Threshold of $500 million was met and the Chief RSU pool was fully funded, the amount earned would be subject to reduction from the maximum amount payable by our compensation committee based on performance criteria. After review of our company’s 2018 Adjusted OIBDA results, our compensation committee determined and certified that the maximum Chief RSU awards could be paid to Messrs. Baer, Carleton and Rosenthaler. Our compensation committee then determined to review each named executive officer’s performance to determine what portion of the maximum award would be paid. Our compensation committee reviewed Messrs. Baer, Carleton and Rosenthaler’s performance and also considered the recommendations from Mr. Maffei. Mr. Maffei recommended that our committee vest 100% of the 2018 Chief RSUs previously granted to each of Messrs. Baer, Carleton and Rosenthaler based on his assessment of their individual performance against the goals established in connection with the performance cash bonus program and his general observation of their leadership and executive performance. Accordingly, our compensation committee determined to reduce the payouts down to the target award levels and then approved vesting of all of the 2018 Chief RSUs previously granted to Messrs. Baer, Carleton and Rosenthaler.

Mr. Malone did not ~~receive any multi-year equity grants during~~participate in the ~~2015 calendar year.~~

annual performance RSU program.

Perquisites and Other Personal ~~Benefits.~~Benefits

The perquisites and other personal benefits available to our executives (that are not otherwise available to all of our salaried employees, such as matching contributions to the Liberty Media 401(k) Savings Plan and the payment of life insurance premiums) consist of:

•

•

limited personal use of corporate aircraft;

•

in the case of Mr. Maffei, reimbursement of legal expenses;

•

occasional, personal use of an apartment in New York City owned by a subsidiary of our company, which is primarily used for business purposes, and occasional, personal use of a company car and driver;

•

in the case of Mr. Carleton, reimbursement for use of private housing while on New York City business trips;

•

a deferred compensation plan that provides above-market preferential returns; and

•

in the case of Mr. Malone, an annual allowance of $1 million for personal expenses provided pursuant to the terms of his employment agreement (see "—“—Executive Compensation Arrangements—John C. ~~Malone"~~Malone”).

Taxable income may be incurred by our executives in connection with their receipt of perquisites and personal benefits. Other than as contemplated by Mr. ~~Malone's~~Malone’s employment agreement, we have not provided gross-up payments to our executives in connection with any such taxable income incurred during the past three years.

Aircraft ~~Usage~~.Usage. On occasion, and with the approval of our Chairman or Chief Executive Officer, executives may have family members and other guests accompany them on our corporate aircraft when

~~Table of Contents~~

traveling on business. Under the terms of the employment arrangements with our Chairman and our Chief Executive Officer, ~~those individuals~~our Chairman and our Chief Executive Officer and their guests may use the corporate aircraft for non-business purposes subject to specified limitations.

40 | Liberty Media Corporation 2019 Proxy Statement

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EXECUTIVE COMPENSATION

Pursuant to a February 5, 2013 letter agreement between us and Mr. Maffei, Mr. Maffei was entitled to 120 hours per year of personal flight time through the first to occur of (i) the termination of his employment, subject to any continued right to use the corporate aircraft as described below or pursuant to the terms of his employment arrangement in effect at the time of the termination or (ii) the cessation of ownership or lease of corporate aircraft. Effective November 11, 2015, pursuant to a letter agreement between us and Mr. Maffei of the same date, Mr. Maffei is entitled to 30 additional hours per year of personal flight time if he reimburses us for such usage through the first to occur of (i) the termination of his employment or (ii) the cessation of ownership or lease of corporate aircraft. Under the ~~2015~~ Maffei Employment Agreement, if Mr. ~~Maffei's~~Maffei’s employment had been terminated due to disability, for good reason or without cause, Mr. Maffei would have been entitled to continued use of the ~~company's~~company’s aircraft under the terms of the February 5, 2013 letter agreement for 12 months after termination of his employment. Mr. Maffei incurs taxable income, calculated in accordance with the Standard Industry Fare Level (SIFL) rates, for all personal use of our corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurs taxable income at the SIFL rates minus amounts paid under time sharing agreements with our company for travel pursuant to the November 11, 2015 letter agreement. Flights where there are no passengers on company-owned aircraft were not charged against the 120 hours of personal flight time per year allotted to Mr. Maffei if the flight department determines that the use of a NetJets, Inc. supplied aircraft for a proposed personal flight would be disadvantageous to our company due to (i) use of budgeted hours under the then current Liberty Media fractional ownership contract with NetJets, Inc. or (ii) higher flight cost as compared to the cost of using company owned aircraft.

The cost of Mr. ~~Malone's~~Malone’s personal use of our corporate aircraft, calculated in accordance with SIFL, counts toward his $1 million personal expense allowance (described above).

For disclosure purposes, we determine incremental cost using a method that takes into account:

•

landing and parking expenses;

•

crew travel expenses;

•

supplies and catering;

•

aircraft fuel and oil expenses per hour of flight;

•

any customs, foreign permit and similar fees; and

•

passenger ground transportation.

Because the ~~company's~~company’s aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase or lease costs of aircraft and costs of maintenance and upkeep.

Pursuant to our aircraft time sharing agreements with ~~Liberty Interactive, Starz,~~Qurate Retail, Liberty TripAdvisor, ~~and~~ Liberty Broadband, Liberty Expedia, and GCI Liberty, each of these companies pays us for any costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, associated with Mr. Malone or Mr. Maffei using our corporate aircraft that are allocable to such company, except that allocations made to ~~Starz,~~ Liberty TripAdvisor, or Liberty Broadband, Liberty Expedia or GCI Liberty may only be made for corporate aircraft use relating to such ~~company's~~company’s business ~~matters.~~matters, while allocations made to Qurate Retail relate to such company’s business matters along with approved personal use of our aircraft. Pursuant to our aircraft time sharing agreements with Mr. Maffei, Mr. Maffei reimburses us for costs associated with his personal use of our corporate aircraft under the November 11, 2015 letter agreement, and such costs include the expenses listed

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above, insurance obtained for the specific flight and an additional charge equal to 100% of the aircraft fuel and oil expenses for the specific flight.

For purposes of determining an ~~executive's~~executive’s taxable income, personal use of our aircraft is valued using a method based on SIFL rates, as published by the Treasury Department. The amount determined using the SIFL rates is typically lower than the amount determined using the incremental cost method. Under the American Jobs Creation Act of 2004, the amount we may deduct for a purely personal flight is limited to the amount included in the taxable income of the executives who took the flight. Also, the deductibility of any non-business use will be limited by Section 162(m) of the Code to the extent that the named executive ~~officer's~~officer’s compensation that is subject to that limitation exceeds $1 million. See "—“—Deductibility of Executive ~~Compensation"~~Compensation” below.

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Deferred Compensation

To help accommodate the tax and estate planning objectives of the named executive officers, as well as other executives with the title of Assistant Vice President and above, our board of directors assumed the previously established Liberty Media Corporation 2006 Deferred Compensation Plan (as amended and restated effective January 1, 2016) in connection with the LMC Spin-Off. The following description summarizes the terms of the plan as it was in effect prior to its amendment and restatement, which became effective January 1, 2016.restated). Under that plan, ~~and for 2015,~~ participants ~~may~~could elect to defer up to 50% of ~~the portion of~~ their base salaries and up to 100% of their cash performance bonuses that ~~are~~were allocable to our company. Compensation deferred under the plan that otherwise would have been received prior to 2015 ~~will~~would earn interest income at the rate of 9% per annum, compounded quarterly, for the period of the deferral. Compensation deferred under the plan that otherwise would have been received on or after January 1, 2015 will earn interest income at ~~the prime~~a rate that is intended to approximate our company’s general cost of ~~interest (as determined in~~10-year debt. For 2016, 2017 and 2018, the~~Wall Street Journal~~ ~~as of the first business day of November of the year prior to each plan year) plus 3% per annum, compounded quarterly, for the period of the deferral, and for 2015, this~~ rate was 6.25%~~. In the LMC Spin-Off, we assumed the plan~~, 6.5% and ~~all outstanding obligations thereunder.~~6.25%, respectively. Since ~~the LMC Spin-Off,~~September 2011, the named executive officers may not participate in the plan with respect to any portion of their cash performance bonuses paid by ~~Liberty Interactive.~~Qurate Retail. In addition, Mr. ~~Shean~~Carleton had a deferral election in place for his 2011 performance-based bonus, with respect to which ~~Liberty Interactive~~Qurate Retail will remain responsible for the payment of such deferred amount and all deferred interest thereon going forward. For more information on this plan and the amendments that became effective January 1, 2016, see "—“—Executive Compensation Arrangements—2006 Deferred Compensation ~~Plan"~~Plan” and the "—“—Nonqualified Deferred Compensation ~~Plans"~~Plans” table below.

We provide Mr. Malone with certain deferred compensation arrangements that were entered into by our predecessors and assumed by us in connection with the various restructurings that we have undergone. Beginning in February 2009, Mr. Malone began receiving accelerated payments under those deferred compensation arrangements. For more information on these arrangements, see "—“—Executive Compensation Arrangements—John C. ~~Malone"~~Malone” below.

Changes for ~~2016~~2019

Maffei Employment Agreement Grant Process.

Based on its assessment of Messrs. Rosenthaler and Shean's performance during 2015 and to further align Messrs. Rosenthaler and Shean's interests with those of the other stockholders and other senior executives, in In March ~~2016,~~2019, our compensation committee determined, with the consent of Mr. Maffei, to set performance criteria for Mr. Maffei’s 2019 annual performance awards in a manner similar to those set in 2018, which the parties agreed was in satisfaction of the obligations under the Maffei Employment Agreement. Our compensation committee has followed this general process since 2016.

Equity from Spin-off and Split-off Companies. In the past, except for the 2014 stock option grants from Liberty Broadband and Liberty TripAdvisor to Mr. Maffei, our company has not allocated any portion of the costs of the named executive officers’ equity awards to Liberty Broadband, Liberty TripAdvisor, GCI Liberty, or Liberty Expedia. After the closing of the transactions that resulted in Qurate Retail acquiring a controlling equity interest in GCI Liberty that was subsequently split-off, our compensation committee reviewed this practice and determined that it would be appropriate to request each of these entities (other than Liberty Expedia due to its pending merger with a wholly owned subsidiary of Expedia Group, Inc.) to grant ~~15,603 restricted stock units relating~~a portion of the equity awards granted to ~~LMCK shares~~our named executive officers. Our compensation committee determined to allocate to each of ~~Messrs. Rosenthaler~~Qurate Retail, Liberty Broadband, Liberty TripAdvisor and ~~Shean that~~GCI Liberty, a proportionate share of the aggregate equity grant value given to each ~~vested in full~~named executive officer based 50% on ~~March 21, 2016. It is anticipated that Messrs. Rosenthaler~~relative market capitalization and ~~Shean will continue to be eligible~~50% on relative time spent by our company’s employees working for ~~grants of restricted stock units, which may be performance-based.~~

such issuer.

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On May 24, 2016, the compensation committee approved a new compensation arrangement with Mr. Baer. For more information on this arrangement, see "—Executive Compensation Arrangements—Richard N. Baer—May 2016 Compensation Arrangement."

Deductibility of Executive Compensation

In developing the 2018 compensation packages for the named executive officers, the deductibility of executive compensation under Section 162(m) of the Code iswas considered. That provision prohibits the deduction of compensation of more than $1 million paid to certain executives, subject to certain exceptions. ~~One exception is for performance-based compensation, including stock options granted~~Following the enactment of the Tax Cuts and Jobs Act of 2017, beginning with the 2018 calendar year, the executives potentially affected by ~~our predecessors under their incentive plans (and assumed by us to~~ the extent applicable under the Liberty Media Corporation Transitional Stock Adjustment Plan) or to be granted under the incentive plan. Our compensation committee has not adopted a policy requiring all compensation to be deductible underlimitations of Section 162(m) of the Code has been expanded and there is no longer any exception for qualified performance-based compensation. Although some performance-based awards will not result in ~~order~~a compensation deduction until after 2017, we believe the transition rules in effect for binding contracts in effect on November 2, 2017 should continue to allow certain of these awards to maintain ~~flexibility in making compensation decisions. Portions~~their exemption from the $1 million annual deduction limitation for so long as such contracts are not materially modified. However, portions of the compensation we pay to ~~certain of~~ the named executive officers may not be deductible due to the application of Section 162(m) of the Code.

Our compensation committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for the named executive officers is not material relative to the benefit of being able to attract and retain talented management.

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EXECUTIVE COMPENSATION

Policy on Restatements

In those instances where we grant cash or equity-based incentive compensation, we include in the related agreement with the executive a right, in favor of our company, to require the executive to repay or return to the company any cash, stock or other incentive compensation (including proceeds from the disposition of shares received upon exercise of options or stock appreciation rights). That right will arise if (1) a material restatement of any of our financial statements is required and (2) in the reasonable judgment of our compensation committee, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the executive. In determining the amount of such repayment or return, our compensation committee may take into account, among other factors it deems relevant, the extent to which the market value of the applicable series of our common stock was affected by the errors giving rise to the restatement. The cash, stock or other compensation that we may require the executive to repay or return must have been received by the executive during the 12-month period beginning on the date of the first public issuance or the filing with the SEC, whichever occurs earlier, of the financial statement requiring restatement. The compensation required to be repaid or returned will include (1) cash or company stock received by the executive (A) upon the exercise during that 12-month period of any stock appreciation right held by the executive or (B) upon the payment during that 12-month period of any incentive compensation, the value of which is determined by reference to the value of company stock, and (2) any proceeds received by the executive from the disposition during that 12-month period of company stock received by the executive upon the exercise, vesting or payment during that 12-month period of any award of equity-based incentive compensation.

Stock Ownership Guidelines

~~Table~~

Our board of ~~Contents~~directors adopted stock ownership guidelines that require each executive officer (other than Mr. Malone) to own shares of our company’s stock equal to (i) at least three times the base salary paid by our company to Mr. Maffei, with respect to Mr. Maffei’s requirement, and (ii) at least three times 50% of the base salary paid by our company to Messrs. Baer, Carleton and Rosenthaler, in the case of Messrs. Baer, Carleton and Rosenthaler. The named executive officers (other than Mr. Malone) have a similar stock ownership requirement at Qurate Retail with respect to the base salary paid by Qurate Retail, in the case of Mr. Maffei, or allocated to Qurate Retail per our company’s stock ownership guidelines in the case of Messrs. Baer, Carleton, and Rosenthaler. The named executive officers (other than Mr. Malone) will have until March 2021 to comply with these guidelines.

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Executive Compensation Arrangements

John C. Malone

~~In connection with the merger of TCI and AT&T in 1999, an employment agreement between John C. Malone and TCI was assigned to a predecessor of Liberty Interactive.~~

Mr. ~~Malone's~~Malone’s employment agreement and his deferred compensation arrangements with our predecessor companies, as described below, ~~were~~have been assigned to ~~Old LMC in connection with the Old LMC Split-Off and later to~~ our ~~company in connection with the LMC Spin-Off.~~company. The term of Mr. ~~Malone's~~Malone’s employment agreement is extended daily so that the remainder of the employment term is five years. The employment agreement was amended in June 1999 to provide for, among other things, an annual salary of $2,600 (which was increased to $3,900 in 2014), subject to increase with board approval. The employment agreement was amended in 2003 to provide for payment or reimbursement of personal expenses, including professional fees and other expenses incurred by Mr. Malone for estate, tax planning and other services, and for personal use of corporate aircraft and flight crew. The aggregate amount of such payments or reimbursements and the value of his personal use of corporate aircraft was originally limited to $500,000 per year but increased to $1 million effective January 1, 2007 by the ~~Liberty Interactive~~Qurate Retail compensation committee. Although the ~~"Summary~~“Summary Compensation ~~Table"~~Table” table above reflects the portion of the aggregate incremental cost of Mr. ~~Malone's~~Malone’s personal use of our corporate aircraft attributable to our company, the value of his aircraft use for purposes of his employment agreement is determined in accordance with SIFL, which aggregated ~~$193,195~~$70,712 for use of the aircraft by our company and ~~Liberty Interactive~~Qurate Retail during the year ended December 31, ~~2015. Liberty Interactive~~2018. Qurate Retail is allocated, and reimburses us for, portions of the other components of the payments/reimbursements to Mr. Malone described above.

In December 2008, the ~~Liberty Interactive~~Qurate Retail compensation committee determined to modify Mr. ~~Malone's~~Malone’s employment arrangements to permit Mr. Malone to begin receiving fixed monthly payments in 2009, in advance of a termination event, in satisfaction of its obligations to him under a 1993 deferred compensation arrangement, a 1982 deferred compensation arrangement and an installment severance plan, in each case, entered into with him by ~~Liberty Interactive's~~Qurate Retail’s predecessors (and which had been assumed by ~~Liberty Interactive)~~Qurate Retail). At the time of the amendment, the amounts owed to Mr. Malone under these arrangements aggregated approximately $2.4 million, $20 million and $39 million, respectively. As a result of these modifications, Mr. Malone receives 240 equal monthly installments, which commenced February 2009, of: (1) approximately $20,000 under the 1993 deferred compensation arrangement, (2) approximately $237,000 under the 1982 deferred compensation arrangement and (3) approximately $164,000 under the installment severance plan. Interest ceased to accrue under the installment severance plan once these payments began; however, interest continues to accrue on the 1993 deferred compensation arrangement at a rate of 8% per annum and on the 1982 deferred compensation arrangement at a rate of 13% per annum. In ~~connection with the LMC Spin-Off,~~2013, we assumed these payment ~~obligations from Old LMC, who had in turn assumed them from Liberty Interactive in the Old LMC Split-Off.~~

obligations.

Under the terms of Mr. ~~Malone's~~Malone’s employment agreement, he is entitled to receive upon the termination of his employment at our election for any reason (other than for death or ~~"cause"~~“cause”), a lump sum equal to his salary for a period of five full years following termination (calculated on the basis of $3,900 per annum, thelump sum severance payment). As described above, ~~in connection with the LMC Spin-Off,~~ we assumed Mr. ~~Malone's~~Malone’s employment agreement and all outstanding obligations thereunder, ~~from Old LMC (which were previously assumed by Old LMC in the Old LMC Split-Off),~~ and ~~Liberty Interactive~~Qurate Retail will reimburse us for its allocated portion of any such lump sum severance payments made thereunder.

For a description of the effect of any termination event or a change in control of our company on his employment agreement, see "—“—Potential Payments Upon Termination or Change in ~~Control"~~Control” below.

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Gregory B. Maffei

December 2014 Employment ~~Arrangement.~~Arrangement

On December 24, 2014, our compensation committee approved a new compensation arrangement with Mr. Maffei. The arrangement provides for a five year employment term beginning January 1, 2015 and ending December 31, 2019, with an annual base salary of $960,750, increasing annually by 5% of the prior ~~year's~~year’s base salary, and an annual target cash bonus equal to 250% of the applicable ~~year's~~year’s base salary. The arrangement also provides Mr. Maffei with the opportunity to earn annual performance-based equity incentive awards during the employment term, as described in more detail below. In connection with the approval of his compensation arrangement, Mr. Maffei was granted the Term Options ~~described~~defined below. Mr. ~~Maffei's~~Maffei’s compensation arrangement was memorialized in the ~~2015~~ Maffei Employment Agreement executed on December 29, 2014.

The arrangement provides that, in the event Mr. Maffei is terminated for cause (as defined in the ~~2015~~ Maffei Employment Agreement) he will be entitled to only his accrued base salary and any amounts due under applicable law. If Mr. Maffei is terminated by Liberty Media without cause or if Mr. Maffei terminates his employment for good

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reason (as defined in the ~~2015~~ Maffei Employment Agreement), he is entitled to (i) his accrued base salary, (ii) his accrued but unpaid bonus and any amounts due under applicable law (theStandard Entitlements), (iii) a severance payment of 1.5 times his base salary during the year of his termination to be paid in equal installments over 18 months, (iv) a payment equal to $11,750,000 pro rated based upon the elapsed number of days in the calendar year of termination (including the date of termination), with (subject to certain exceptions) up to 25% of such amount payable in shares of ~~LMCK,~~our common stock, at our discretion and with the remainder of such amount paid in cash (thePro Rated Amount), (v) a payment equal to $17,500,000, with (subject to certain exceptions) up to 25% of such amount payable in shares of ~~LMCK~~our common stock at our discretion and with the remainder of such amount paid in cash (theUn-Pro Rated Amount), and (vi) continued use of certain services and perquisites provided by our company, including continued ~~use~~aircraft benefits consistent with those provided to him during the period of ~~our aircraft~~his employment (theServices). If Mr. Maffei terminates his employment without good reason (as defined in the ~~2015~~ Maffei Employment Agreement), he will be entitled to the Standard Entitlements and a payment of the Pro Rated Amount. Lastly, in the case of Mr. ~~Maffei's~~Maffei’s death or disability, he is entitled to the Standard Entitlements, a payment of 1.5 times his base salary during the year of his termination, payments of the Pro Rated Amount and the Un-Pro Rated Amount, and, only in the case of his termination for disability, the Services. The ~~2015~~ Maffei Employment Agreement also contains other customary terms and conditions.

Term Options.

Also on December 24, 2014, in connection with the approval of his compensation arrangement, Mr. Maffei received a one-time grant of 3,298,724 options to purchase shares of ~~LMCK~~our then-existing Series C common stock (theTerm Options), which ~~have~~had an exercise price of $34.04 per share. Mr. Maffei’s Term Options have been adjusted in connection with the April 2016 reclassification and exchange of our common stock into the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Formula One common stock (the reclassification) and the June 2016 rights offering with respect to BATRK shares, and as a result, the Term Options now relate to shares of LSXMK, BATRK and FWONK. One-half of the Term Options ~~will vest~~vested on the fourth anniversary of the grant date with the remaining Term Options vesting on the fifth anniversary of the grant date, ~~in each case,~~ subject to Mr. Maffei being employed on ~~the applicable vesting~~such date. The Term Options have a term of seven years.

Upon a change in control (as defined in the ~~2015~~ Maffei Employment Agreement) prior to Mr. ~~Maffei's~~Maffei’s termination or in the event of Mr. ~~Maffei's~~Maffei’s termination for death or disability, all of his unvested Term Options will become exercisable. If Mr. Maffei is terminated for cause, all of his unvested Term Options will terminate immediately. If Mr. Maffei is terminated by our company without cause or if he terminates his employment for good reason (as defined in the ~~2015~~ Maffei Employment Agreement), then each unvested tranche of each type of Term Options will vest pro rata based on the number of days elapsed in the vesting period for such tranche since the grant date plus 548 calendar days; however, in the event (i) all members of the Malone Group (as defined in the ~~2015~~ Maffei Employment Agreement) cease to beneficially own our ~~company's~~company’s securities representing at least 20% of our ~~company's~~company’s voting power, (ii) within 90 to 210 days of clause (i) Mr. ~~Maffei's~~Maffei’s employment is terminated by our company without cause or by Mr. Maffei for good reason and (iii) at the time of clause (i) Mr. Maffei does not beneficially own our ~~company's~~company’s securities representing at least 20% of

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our ~~company's~~company’s voting power, then all unvested Term Options will vest in full as of the date of Mr. ~~Maffei's~~Maffei’s termination. If Mr. Maffei terminates his employment without good reason, then a portion of each unvested tranche of each type of Term Options will vest pro rata based on the number of days elapsed in the vesting period for such tranche since the grant date. In the event of a change in control prior to Mr. ~~Maffei's~~Maffei’s termination, all of the Term Options will remain exercisable until the end of the term. If Mr. Maffei is terminated for cause prior to December 31, 2019 (without a prior change in control occurring), then all vested Term Options will expire on the 90th day following such termination. In all other events of termination or if Mr. Maffei has not been terminated prior to December 31, 2019, all vested Term Options will expire at the end of the term.

Annual Awards~~. Beginning in 2015,~~

Mr. Maffei will receive annual grants of options to purchase shares of ~~LMCK~~LSXMK, BATRK and FWONK with a term of seven years (theAnnual Options) and ~~restricted stock units~~RSUs with respect to ~~LMCK~~LSXMK, BATRK and FWONK (theAnnual RSUs and together with the Annual Options, theAnnual Awards)., and Mr. Maffei may elect the portions of his Annual Award that he desires to be issued in the form of Annual RSUs and Annual Options. For a description of Mr. ~~Maffei's LMC Target Equity~~Maffei’s target Annual Awards, see "—“—Compensation Discussion and Analysis—Elements of ~~2015~~2018 Executive Compensation—Equity Incentive Compensation—Maffei Performance-based Equity Awards."” Pursuant to the ~~2015~~ Maffei Employment Agreement, Mr. Maffei ~~will receive~~receives upfront grants of the Annual Awards and awards from ~~Liberty Media~~Qurate Retail in the following combined target amounts: $16 million for calendar year 2015, $17 million for calendar year

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2016, $18 million for calendar year 2017, $19 million for calendar year 2018 and $20 million for calendar year 2019. The combined target amounts ~~will be~~for 2015 to 2018 were allocated between ~~Liberty Interactive~~Qurate Retail and our company based on relative market ~~capitalization.~~capitalization and, for 2019, will be allocated among Qurate Retail, GCI Liberty, Liberty Broadband, Liberty TripAdvisor and our company based 50% on relative market capitalization and 50% on time allocation. In our compensation ~~committee's~~committee’s sole discretion, Mr. Maffei is also eligible to receive additional awards each year from Liberty Media up to a maximum of 50% of the Liberty Media target award grant amount for such year as an above-target award.

Upon Mr. ~~Maffei's~~Maffei’s termination for any reason, his unvested Annual Awards (including any dividend equivalents related to any unvested Annual RSUs) will terminate at the close of business on the day of the separation, except that, in the case of performance-based Annual RSUs, if Mr. Maffei remains employed through the end of the relevant grant year but his termination occurs prior to the date as of which any performance criteria has been determined to have been met or not with respect to the Annual ~~Awards~~RSUs relating to such grant year, such Annual ~~Awards~~RSUs will remain outstanding until such determination date and become ~~exercisable~~vested to the extent determined by the compensation committee. Upon a change in control prior to Mr. ~~Maffei's~~Maffei’s termination, all vested Annual Options (and any Annual Options that vest after such change in control) will terminate at the expiration of the original term. If Mr. Maffei is terminated by our company for cause (without a prior change in control) prior to December 31, 2019, all vested Annual Options will terminate at the close of business on the 90th day following the termination. In all other events of termination or if Mr. Maffei has not been terminated prior to December 31, 2019, all vested Annual Options will terminate at the expiration of the original term.

Aircraft ~~Usage.~~Usage

We are party to a February 5, 2013 letter agreement with Mr. Maffei, pursuant to which he was entitled to personal use of corporate aircraft not to exceed 120 hours of flight time per year through the first to occur of (i) the termination of his employment, subject to any continued right to use the corporate aircraft as described below or pursuant to the terms of his employment arrangement in effect at the time of the termination or (ii) the cessation of ownership or lease of corporate aircraft. Effective November 11, 2015, pursuant to a letter agreement between us and Mr. Maffei of the same date, Mr. Maffei is entitled to 30 additional hours per year of personal flight time if he reimburses us for such usage through the first to occur of (i) the termination of his employment or (ii) the cessation of ownership or lease of corporate aircraft. Mr. Maffei will continue to incur taxable income, calculated in accordance with SIFL, for all personal use of our corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurs taxable income at the SIFL rates minus amounts paid under time sharing agreements with our company for travel pursuant to the November 11, 2015 letter agreement. Pursuant to our aircraft time sharing agreements with ~~Liberty Interactive, Starz,~~Qurate Retail, Liberty TripAdvisor, Liberty Broadband and Liberty ~~Broadband, Liberty Interactive, Starz, Liberty~~

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~~TripAdvisor and Liberty Broadband~~Expedia, such entities pay us for any costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, associated with Mr. Maffei using our corporate aircraft that are allocable to ~~Liberty Interactive, Starz,~~these entities. Qurate Retail, Liberty TripAdvisor, or Liberty Broadband ~~as the case may be. Starz, Liberty TripAdvisor~~ and Liberty ~~Broadband~~Expedia reimburse us ~~only~~ for Mr. ~~Maffei's~~Maffei’s use of our corporate aircraft for ~~Starz, Liberty TripAdvisor or Liberty Broadband~~such entity’s business, as the case may ~~be.~~be, while Qurate Retail also reimburses us for Mr. Maffei’s personal use of our corporate aircraft. Pursuant to our aircraft time sharing agreements with Mr. Maffei, Mr. Maffei reimburses us for costs associated with his up to 30 hours of personal use of our corporate aircraft under the November 11, 2015 letter agreement. Flights where there are no passengers on company-owned aircraft are not charged against the 120 hours of personal flight time per year allotted to Mr. Maffei if the flight department determines that the use of a NetJets, Inc. supplied aircraft for a proposed personal flight would be disadvantageous to our company due to (i) use of budgeted hours under the then current Liberty Media fractional ownership contract with NetJets, Inc. or (ii) higher flight cost as compared to the cost of using company owned aircraft.

Richard N. Baer

2016 Baer Employment ~~Agreement.~~ ~~On November 7, 2012, Old LMC entered into an executive employment agreement (theemployment agreement~~), effective October 31, 2012, with Richard Baer. Mr. Baer served as an independent contractor providing consulting services to Old LMC and Liberty Interactive from October 31, 2012 until the start of his employment as Senior Vice President and General Counsel with the companies on January 1, 2013. The employment agreement was assigned to Liberty Media in connection with the LMC Spin-Off. The agreement provides for, among other things, a four year term ending on December 31, 2016, with an annual base salary of $825,000, subject to adjustments at Liberty Media's discretion, and an annual discretionary bonus beginning in the calendar year 2013. Pursuant to the terms of the agreement, Mr. Baer's target bonus for each year is 100% of his annual base salary for that year, and in no event will his bonus for any year be greater than two times his annual base salary. Mr. Baer is also entitled to certain benefits and perquisites available to Liberty Media's senior executives. Pursuant to the agreement, on November 8, 2012, as part of the consideration for his services under the employment agreement, Mr. Baer was granted a combination of options and restricted shares. One-half of these options and one-half of these restricted shares vested on December 31, 2015 and December 15, 2015, respectively. The remaining options vest on December 31, 2016, and the remaining restricted shares vest on December 15, 2016, in each case, subject to Mr. Baer being employed by our company on the applicable vesting date and to the early vesting events described below. The options have a term of ten years. The other terms and conditions of Mr. Baer's options and restricted shares, including acceleration and continued exercisability in connection with certain terminations of employment, are described in the applicable award agreements.

The agreement provides that, in the event Mr. Baer is terminated for cause (as defined in the employment agreement), he will be entitled to his accrued but unpaid base salary through the date of termination and any unpaid expenses. If, however, Mr. Baer terminates his employment for good reason (as defined in the employment agreement) or if his employment is terminated without cause (as defined in the employment agreement), then he is entitled to receive his accrued but unpaid base salary, any unpaid expenses, any accrued but unpaid bonus from the prior year and a severance payment of two times his annual base salary at the time of termination. If Mr. Baer terminates his employment without good reason (as defined in the employment agreement), he is entitled to receive any accrued but unpaid base salary, any accrued but unpaid bonus from the prior year and any unpaid expenses. In the case of Mr. Baer's death or disability (as defined in the employment agreement), the employment agreement provides for the right for his estate or him, as applicable, to receive any accrued but unpaid base salary, any unpaid expenses, any accrued but unpaid bonus from the prior year and a severance payment of two times his annual base salary at the time of death or disability (as defined in the employment agreement). As a condition to Mr. Baer's receipt of any severance payments as a result of his termination, as well as any acceleration of vesting or extension of exercise periods

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described in the grant agreements for the equity grants, Mr. Baer must execute a severance agreement and release in favor of Liberty Media in accordance with the procedures set forth in the employment agreement.

Although not a party to Mr. Baer's employment agreement, Liberty Interactive is obligated to reimburse Liberty Media for its allocable portion of any payments made to Mr. Baer thereunder (other than payments relating to equity awards which are directly settled with the applicable issuer) pursuant to the LIC Services Agreement.

~~May 2016 Compensation Arrangement.~~On May 24, 2016, the compensation committee of our company approved a new compensation arrangement with Mr. Baer, which was memorialized in a definitive employment agreement, dated effective as of August 18, 2016 (the 2016 Baer Employment Agreement), between our company and Mr. Baer. The arrangement provides for a four year employment term beginning January 1, 2017 and ending December 31, 2020 (the employment period) during which Mr. Baer will continue to serve as Chief Legal Officer of our company, Qurate Retail, GCI Liberty, ~~Interactive,~~ Liberty Broadband, Liberty Expedia and Liberty TripAdvisor. The 2016 Baer Employment Agreement memorialized Mr. ~~Baer's current~~Baer’s 2016 annual base salary of ~~$901,000~~$901,500 and provides for its adjustment from time to time. Mr. Baer’s

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annual target cash bonus of 100% of base salary under ~~his current~~the 2012 employment agreement with our company ~~remain~~remains unchanged under the ~~new compensation arrangement.~~2016 Baer Employment Agreement. The arrangement also ~~provides~~provided Mr. Baer with the opportunity to earn annual performance-based equity incentive awards from our company and Qurate Retail, and, for 2019, from our company, Qurate Retail, GCI Liberty, ~~Interactive~~Liberty TripAdvisor and Liberty Broadband, during the employment term, as described in more detail below. In connection with the approval of his compensation arrangement, the compensation committee granted options to Mr. Baer with respect to LSXMK, BATRK and ~~LMCK~~FWONK (together, the2016 Term Options), each as described in more detail below.

The 2016 Baer Employment Agreement governs any termination of Mr. Baer’s employment that occurs on or after January 1, 2017 during the term of such agreement. The 2016 Baer Employment Agreement provides that, in the event Mr. Baer is terminated for cause (as defined in the 2016 Baer Employment Agreement), he will be entitled to his accrued but unpaid base salary through the date of termination, any unpaid expenses and other amounts required to be paid by law. In addition, all unexercised 2016 Term Options, whether vested or unvested, will be forfeited.

If, however, Mr. Baer terminates his employment for good reason (as defined in the 2016 Baer Employment Agreement) or if his employment is terminated without cause (as defined in the 2016 Baer Employment Agreement), then he is entitled to receive his (i) accrued but unpaid base salary, (ii) any unpaid expenses and other amounts required to be paid by law, (iii) a lump sum payment of any declared but unpaid bonus from the prior year and (iv) if such termination occurs (x) between January 1, 2017 and March 31, 2018, a lump sum cash payment of $5.3 million, (y) between April 1, 2018 and March 31, 2019, a lump sum cash payment of $3.5 million or (z) between April 1, 2019 and the close of business on December 31, 2020, a lump sum cash payment of $1.9 million. In addition, if his employment is terminated by us without cause or by Mr. Baer for good reason (a protected termination), (a) between January 1, 2017 and December 31, 2019, he will vest in 75% of the original number of 2016 Term Options (less any options that have previously vested) or (b) during 2020, the unvested portion of his 2016 Term Options will vest in full, in each case on the date of his termination, and such options will remain exercisable for the period specified in the applicable award agreement. The award agreements for Mr. Baer’s annual grants of Performance RSUs (as defined below) will provide that if a protected termination occurs during the employment period, any Performance RSUs that are outstanding and unvested on the termination date will remain outstanding until the date that our compensation committee determines whether the performance criteria applicable to such Performance RSUs were met and will vest to the extent determined by the committee on the date of such determination.

If Mr. Baer terminates his employment without good reason (as defined in the 2016 Baer Employment Agreement), he is entitled to receive any accrued but unpaid base salary, any declared but unpaid bonus from the prior year and any unpaid expenses and other amounts required to be paid by law. In addition, Mr. Baer will ~~also~~forfeit any 2016 Term Options and Performance RSUs that are unvested on the date of such termination. Any vested 2016 Term Options will remain exercisable for 90 days after Mr. Baer’s termination without good reason, or, if such termination occurs after December 31, 2020, for the remainder of the term of such options.

In the case of Mr. Baer’s death or disability (as defined in the 2016 Baer Employment Agreement), such employment agreement provides for the right for his estate or him, as applicable, to receive any accrued but unpaid base salary, any unpaid expenses and other amounts required to be ~~entitled~~paid by law, any declared but unpaid bonus from the prior year and a lump sum cash payment of $1.9 million. In addition, the 2016 Term Options will vest in full and remain exercisable for a one year period following his death or disability or, if such termination occurs after December 31, 2020, for the remainder of the term of such options. Any outstanding but unvested Performance RSUs will vest immediately in the event of Mr. Baer’s death or disability to ~~certain~~the extent not already vested as of the date of his termination due to death or disability.

As a condition to Mr. Baer’s receipt of any severance payments ~~and benefits that will be~~as a result of his termination, as well as any acceleration of vesting or extension of exercise periods described in the ~~definitive employment~~grant agreements for the equity grants, Mr. Baer must execute a severance agreement ~~to be entered into by our company~~ and ~~Mr. Baer.~~

release in favor of Liberty Media in accordance with the procedures set forth in the 2016 Baer Employment Agreement.

Although ~~Liberty Interactive will~~ not be a party to ~~Mr. Baer's proposed employment agreement, Liberty Interactive will be~~the 2016 Baer Employment Agreement, Qurate Retail is obligated to reimburse us for ~~Liberty Interactive's~~its allocable portion of the above payments (other than payments relating to performance bonuses and payments relating to equity awards which ~~will be~~are directly settled with the applicable issuer) pursuant to the ~~LIC~~Qurate Retail Services Agreement. Mr. Baer's compensation arrangement is expected to be memorialized in a definitive employment agreement with our company. If we and Mr. Baer do not enter into a definitive employment agreement by January 1, 2017, the

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2016 Term Options ~~will be forfeited.~~

~~2016 Term Options~~.

On May 24, 2016, in connection with the approval of his compensation arrangement, the compensation committee approved a one-time grant to Mr. Baer of (i) 346,466 options to purchase shares of LSXMK with an exercise price equal to $31.66 per share, (ii) 32,048 options to purchase shares of BATRK with an exercise price equal to $15.11 per share, and (iii) 83,942 options to purchase shares of ~~LMCK~~FWONK with an exercise price equal to $19.11 per share. The exercise prices are equal to the closing price of LSXMK, BATRK and ~~LMCK~~FWONK on June 1, 2016, the grant date for these options. One-half of the 2016 Term Options will vest on December 31, 2019 with the remaining 2016 Term Options vesting on December 31, 2020, in each case, subject to Mr. Baer being employed on the applicable vesting date, and subject to any accelerated vesting upon a termination event. ~~Vesting of the 2016 Term Options will not start until January 1, 2017, and no early acceleration will occur if Mr. Baer is terminated prior to January 1, 2017.~~ The 2016 Term Options expire on December 31, 2023.

Annual Performance-Based Awards.

Beginning in 2017, Mr. Baer ~~will~~is eligible to receive annual grants of performance-based ~~restricted stock units~~RSUs with respect to LSXMK, BATRK and ~~LMCK~~FWONK (thePerformance RSUs). The combined annual target value of the Performance RSUs and the performance-based ~~restricted stock units~~RSUs issued by ~~Liberty Interactive will be~~Qurate Retail has been $1.875 million. The compensation committee will establish performance metrics with respect to each grant of Performance RSUs that will determine, in the compensation ~~committee's~~committee’s sole discretion, the extent to which such grant will vest.

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Equity Incentive Plans

The 2017 incentive plan is administered by the compensation committee of our board of directors. The compensation committee has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The 2017 incentive plan is designed to provide additional remuneration to certain employees and independent contractors for exceptional service and to encourage their investment in our company. Our compensation committee may grant non-qualified stock options, SARs, restricted shares, ~~restricted stock units,~~RSUs, cash awards, performance awards or any combination of the foregoing under the 2017 incentive plan (collectively,incentive plan awards).

The maximum number of shares of our common stock with respect to which incentive plan awards may be issued under the 2017 incentive plan is ~~74,940,000,~~50,000,000, subject to anti-dilution and other adjustment provisions of the 2017 incentive plan. With limited exceptions, under the 2017 incentive plan, no person may be granted in any calendar year incentive plan awards covering more than ~~24,000,000~~8,000,000 shares of our common stock (subject to anti-dilution and other adjustment provisions of the 2017 incentive plan) nor may any person receive under the 2017 incentive plan payment for cash incentive plan awards during any calendar year in excess of $10 million. However, no nonemployee director may be granted during any calendar year incentive plan awards having a value (as determined on the grant date of such award) in excess of $2 million. Shares of our common stock issuable pursuant to incentive plan awards made under the 2017 incentive plan are made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. The 2017 incentive plan has a five year term.

In ~~connection with the LMC Spin-Off,~~2013, our ~~company's~~company’s board of directors adopted the Liberty Media Corporation Transitional Stock Adjustment Plan (theTSAP, and together with the 2013 incentive plan, theexisting incentive plans). The TSAP governs the terms and conditions of equity incentive awards with respect to our common stock issued in connection with adjustments made to equity incentive awards relating to ~~Old LMC's~~our predecessor’s common stock that were granted prior to ~~the LMC Spin-Off.~~2013. No further grants are permitted under the TSAP.

2006 Deferred Compensation Plan

Our company maintains the Liberty Media Corporation 2006 Deferred Compensation Plan (as amended and restated, the2006 deferred compensation plan), under which officers at the level of Assistant Vice President and above ~~were~~are eligible to elect to defer up to 50% of such ~~officer's~~officer’s annual base salary and 100% of cash performance ~~bonus for 2015.~~bonuses. These deferral elections must be made in advance of certain deadlines and may include (1) the selection of a payment date, which generally may not be later than 30 years from the end of the year in which the applicable compensation is initially deferred, and (2) the form of distribution, such as a lump-sum payment or substantially equal annual installments over two to five years for elections made prior to January 1, 2016 or two to ten years for elections made on or after January 1, 2016.

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In addition to the accelerated distribution events described under "—“—Potential Payments Upon Termination or Change in ~~Control"~~Control” below, at the eligible ~~officer's~~officer’s request, if the compensation committee determines that such officer has suffered a financial hardship, it may authorize immediate distribution of amounts deferred under the 2006 deferred compensation plan.

Compensation deferred under the 2006 deferred compensation plan that otherwise would have been received prior to 2015 would earn interest income at the rate of 9% per annum, compounded quarterly, for the period of the deferral. Compensation deferred under the 2006 deferred compensation plan that otherwise would have been received on or after January 1, 2015 will earn interest ~~at the rate of 9% per year, compounded quarterly at the end of each calendar quarter. For amounts deferred on or after January 1, 2015, those amounts will earn interest~~income at a rate ~~equal~~that is intended to ~~the prime rate~~approximate our company’s general cost of interest (as determined by reference to the Wall Street Journal) plus 3%, and for 2015, this rate was 6.25%. The compensation committee has the authority to change this interest rate for future deferrals at any time prior to a change of control (as defined in the plan).

The 2006 deferred compensation plan was amended effective January 1, 2016, to reflect the following changes: (A) eligible participants may elect to defer up to 50% of the portion of their base salaries and up to 100% of their cash performance bonuses that are allocable to our company,

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~~(B) eligible participants may elect to receive annual installments over two to ten years, rather than two to five years and (C) for~~10-year debt. For amounts deferred on or after January 1, 2015, the compensation committee may not change the applicable interest rate in effect after a change of control has occurred.

For 2018 the rate was 6.25%.

Our board of directors reserves the right to terminate the 2006 deferred compensation plan at any time. An optional termination by our board of directors will not result in any distribution acceleration.

Pay Ratio Information

We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. Maffei, our chief executive officer on December 31, 2018, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not be comparable to the pay ratios reported by other companies.

To identify our median employee, we first determined our employee population as of December 31, 2018, which consisted of employees located in the U.S., the Dominican Republic, Venezuela and the United Kingdom, representing all full-time, part-time, seasonal and temporary employees employed by our company and our consolidated subsidiaries, Sirius XM, Formula 1 and Braves Holdings, on that date. Using information from our payroll records and Form W-2s (or its equivalent for non-U.S. employees), we then measured each employee’s gross wages for calendar year 2018, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, if any, realized equity award value and taxable fringe benefits. We did not annualize the compensation of employees who were new hires or took a leave of absence in 2018. Also, we did not annualize the compensation of our temporary or seasonal employees. In addition, we did not make any cost-of-living adjustments to the gross wages information.

We determined that the median employee’s total compensation for calendar year 2018, including any perquisites and other benefits, in the same manner that we determined the total compensation of our named executive officers for purposes of the Summary Compensation Table above. The ratio of our chief executive officer’s total annual compensation to that of the median employee was as follows:

Chief Executive Officer Total Annual Compensation	$	20,153,546
Median Employee Total Annual Compensation	$	72,089
Ratio of Chief Executive Officer to Median Employee Total Annual Compensation		280:1

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Option Exercises and Stock Vested

The following table sets forth information concerning the exercise of vested options and the vesting of ~~restricted stock~~RSUs held by our named executive officers (with the exception of Mr. Malone, who had no exercises of vested options or vesting of ~~restricted stock)~~RSUs), in each case, during the year ended December 31, ~~2015.~~

2018.

	Option Awards				Stock Awards
Name	Number of shares acquired on exercise (#)(1)		Value realized on exercise ($)		Number of shares acquired on vesting (#)(1)		Value realized on vesting ($)
Gregory B. Maffei
LSXMA		—		—		—		—
LSXMK		—		—		—		—
BATRA		—		—		—		—
BATRK		—		—		—		—
FWONA		—		—		—		—
FWONK		—		—		29,438		967,333
Richard N. Baer
LSXMA		—		—		—		—
LSXMK		—		—		19,285		830,412
BATRA		—		—		—		—
BATRK		—		—		2,492		59,285
FWONA		—		—		—		—
FWONK		—		—		11,039		362,742
Mark D. Carleton
LSXMA		—		—		—		—
LSXMK		60,218		1,601,197		14,400		620,064
BATRA		—		—		—		—
BATRK		—		—		1,861		44,273
FWONA		—		—		—		—
FWONK		—		—		8,243		270,865
Albert E. Rosenthaler
LSXMA		—		—		—		—
LSXMK		—		—		14,400		620,064
BATRA		—		—		—		—
BATRK		—		—		1,861		44,273
FWONA		8,316		193,921		—		—
FWONK		46,465		974,825		8,243		270,865

Option Awards Stock Awards
Name
Number of
shares
acquired on
exercise (#)(1) Value
realized on
exercise ($) Number of
shares
acquired on
vesting (#)(1) Value
realized on
vesting ($)
Gregory B. Maffei

LMCA
437,023 6,721,414 — —
LMCK
883,096 12,690,090 — —
Richard N. Baer

LMCA
— — 9,686 381,532
LMCK
— — 19,372 741,366
Albert E. Rosenthaler

LMCA
66,324 1,038,872 19,091 — (2)
LMCK
134,022 2,125,269 38,182 — (2)
Christopher W. Shean

LMCA
— — 19,091 — (2)
LMCK
— — 38,182 — (2)

(1)

~~(1)~~: Includes shares withheld in payment of withholding taxes at election of holder.
~~(2)~~: ~~On December 4, 2012 (theGrant Date~~), to effect Old LMC's 2012 option modification program, Old LMC's compensation committee approved the acceleration of each unvested in-the-money option to acquire shares of our Series A common stock (~~LMCA) held by certain of its and its subsidiaries' officers (collectively, theEligible Optionholders~~), including Old LMC's then-and our current-named executive officers Messrs. Rosenthaler and Shean. Following this acceleration, also on the Grant Date, each Eligible Optionholder exercised, on a net settled basis, substantially all of his or her outstanding in-the-money vested and unvested options to acquire LMCA shares (the~~Eligible Options) and with respect to each unvested Eligible Option, each Eligible Optionholder acquired LMCA shares which have a vesting schedule identical to that of the unvested Eligible Option.~~
The Value column below represents the value related to awards that were subject to continued vesting requirements as of the Grant Date, but which vested during the twelve months ended December 31, 2015. Such value was realized by the applicable named executive officer in 2012 and

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~~therefore included in our proxy statement relating to our 2013 annual meeting of stockholders under "Executive Compensation—Option Exercises and Stock Vested."~~

Name
Number of shares
acquired upon lapse of
restriction (#) Value ($)
Albert E. Rosenthaler

LMCA
19,091 455,511
LMCK
38,182 870,015
Christopher W. Shean

LMCA
19,091 455,511
LMCK
38,182 870,015

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Nonqualified Deferred Compensation Plans

The following table sets forth information regarding the nonqualified deferred compensation plans in which our named executive officers participated during the year ended December 31, ~~2015.~~2018. Messrs. Maffei and ~~Shean~~Carleton participated in the 2006 deferred compensation plan. See "—“—Executive Compensation Arrangements—2006 Deferred Compensation ~~Plan"~~Plan” for more information. Mr. ~~Malone's~~Malone’s deferred compensation arrangements are described under "—“—Executive Compensation Arrangements—John C. Malone."” During ~~2015,~~2018, Messrs. Baer and Rosenthaler did not participate in any deferred compensation arrangements.

Name	Executive contributions in 2018 ($)		Registrant contributions in 2018 ($)		Aggregate earnings in 2018 ($)(1)		Aggregate withdrawals/ distributions ($)		Aggregate balance at 12/31/18 ($)(1)(2)
John C. Malone		—		—		2,259,620		(3,082,818)		17,589,370
Gregory B. Maffei		—		—		601,783		—		7,066,788
Richard N. Baer		—		—		—		—		—
Mark D. Carleton		1,501,445		—		564,343		—		9,196,482
Albert E. Rosenthaler		—		—		—		—		—

Name
Executive
contributions
in 2015 ($) Registrant
contributions
in 2015 ($) Aggregate
earnings in
2015 ($)(1) Aggregate
withdrawals/
distributions ($) Aggregate
balance at
12/31/15 ($)(1)(2)
John C. Malone
— — 2,513,056 (3,082,818 ) 19,784,465
Gregory B. Maffei
— — 460,766 — 5,410,811
Christopher W. Shean(3)
288,222 — 97,778 (122,958 ) 1,294,345

(1)

~~(1)~~: Of these amounts, the following were reported in the ~~"Summary~~“Summary Compensation ~~Table"~~Table” as above-market earnings that were credited to the named executive ~~officer's~~officer’s deferred compensation account during ~~2015:~~

2018:

~~Name~~
	Name		Amount ($)
	John C. Malone		~~239,961~~	215,628
	Gregory B. Maffei		~~99,232~~	397,703
	Richard N. Baer			—
	Mark D. Carleton			331,289
	Albert E. Rosenthaler			—
~~Christopher W. Shean~~		~~22,388~~

(2)

~~(2)~~: In our prior year proxy statements, we reported the following above-market earnings that were credited as interest to the applicable ~~officer's~~officer’s deferred compensation accounts during the years reported:

	Amount ($)
Name	2017		2016		2015
John C. Malone		224,672		232,747		239,961
Gregory B. Maffei		401,887		335,068		99,232
Richard N. Baer		—		—		—
Mark D. Carleton		304,384		199,301		n/a
Albert E. Rosenthaler		—		—		—

Amount ($)
Name
2014 2013 2012
John C. Malone
246,409 252,176 257,336
Gregory B. Maffei
52,641 9,366 —
Christopher W. Shean
17,295 17,499 15,870

~~(3)~~: ~~As described above in "—Executive Compensation Arrangements—2006 Deferred Compensation Plan," Mr. Shean had a deferral election in place under the 2006 deferred compensation plan~~

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~~following the Old LMC Split-Off with respect to $32,336, which represents 10% of a portion of his 2011 performance-based bonus that was allocable to and paid by Liberty Interactive (the2011 deferral~~). Liberty Interactive will continue to be responsible for payment of the 2011 deferral and for the payment of interest income at the rate of 9% per annum, compounded quarterly, thereon. In 2015, Mr. Shean began receiving installment payments with respect to the 2011 deferral pursuant to his deferral election, and at December 31, 2015, the outstanding balance was $25,843.

Potential Payments Upon Termination or Change-in-Control

The following table sets forth the potential payments to our named executive officers if their employment with Liberty Media had terminated or a change in control had occurred, in each case, as of December 31, ~~2015.~~2018, which was the last business day of our last completed fiscal year. In the event of such a termination or change in control, the actual amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.

The amounts provided in the tables are based on the closing market prices on December 31, ~~2015, the last trading day of such year,~~2018 for our ~~LMCA~~LSXMA common stock, which was ~~$39.25, and~~$36.80, our ~~LMCK~~LSXMK common stock, which was ~~$38.08.~~$36.98, our BATRA common stock, which was $24.94, our BATRK common stock, which was $24.89, our FWONA common stock, which was $29.72, and our FWONK common stock, which was $30.70. The value of the options shown in the table is based on the spread between the exercise ~~or base~~ price of the award and the applicable closing market price. Because the exercise prices of certain stock options held by Messrs. Maffei and Rosenthaler were more than the applicable closing market price of LSXMK and FWONK shares on December 31, 2018, these options have been excluded from the table below. The value of the ~~restricted stock~~RSUs shown in the table is based on the applicable closing market price and the number of ~~shares~~RSUs unvested.

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Each of our named executive officers (other than Mr. Malone) has received awards and payments under the existing incentive plans, and each of our named executive officers is eligible to participate in our deferred compensation plan. Additionally, each of Messrs. Malone, Maffei and Baer is entitled to certain payments and ~~certain~~ acceleration rights upon termination under his respective employment agreement. See "—“—Executive Compensation ~~Arrangements"~~Arrangements” above and ~~"Potential Payments Upon Termination or Change in Control—~~“—Termination Without Cause or for Good ~~Reason"~~Reason” below.

No immediate distributions under the 2006 deferred compensation plan are permitted as a result of a termination for cause or a termination without cause or for good reason (other than pursuant to the compensation committee’s right to distribute certain de minimus amounts from an officer’s deferred compensation account). In addition, we do not have an acceleration right to pay out account balances to the named executive officers upon a voluntary termination or a termination due to death or disability. However, the named executive officer may file an election at the time of the deferral to receive distributions under the 2006 deferred compensation plan upon his separation from service, including any of the types of termination above. For purposes of the tabular presentation below, we have assumed that the named executive officer has elected to receive payout of all deferred compensation upon his separation from service, including interest. The 2006 deferred compensation plan also provides our compensation committee with the option of terminating the plan 30 days preceding or within 12 months after a change of control and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation below).

The circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout are described below and in the footnotes to the table (other than those described under "—“—Executive Compensation Arrangements,"” which are incorporated by reference herein):

Voluntary ~~Termination.~~Termination

Each of the named executive officers (other than Mr. Malone) holds equity awards that were issued under our existing incentive plans. Under these plans and the related award agreements, in the event of a voluntary termination of his employment with our company for any reason, each named executive officer (other than Mr. Malone) would only have a right to the equity grants that vested prior to his termination date, except that in ~~2015 each of~~2018 Mr. Maffei ~~and Mr. Baer~~ had certain acceleration rights with respect to one or more of his equity awards ~~and is entitled to certain other benefits~~ upon a voluntary ~~termination of his employment with our company for good reason (as defined in their respective employment agreements).~~termination. Also, if Mr. Maffei also has certain acceleration rights upon a voluntary termination without good reason under the award agreement relating to the Term Options that were granted in connection with the approval of his new compensation arrangement. Mr. Maffei would forfeit the LMC Target Equity Awards if he voluntarily terminated his employment onas of December 31, ~~2015.~~2018, his 2018 Annual RSUs would remain outstanding until any performance criteria had been determined to have been met or not and would vest to the extent determined by the compensation committee. Mr. Baer would have forfeited his 2016 Term Options and his 2018 Chief RSUs if he had voluntarily terminated his employment as of December 31, 2018. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei" above "—~~Maffei” and “—Executive Compensation Arrangements—Richard N. ~~Baer"~~Baer” above. Mr. Carleton and ~~"Potential Payments Upon Termination or Change in Control—Termination Without Cause or for Good Reason" below. Neither Mr. Shean nor~~ Mr. Rosenthaler isare not entitled to any severance payments or other benefits upon a voluntary termination of his ~~employment for any reason.~~

~~Under the 2006 deferred compensation plan, we do not have an acceleration right to pay out account balances to~~employment. The foregoing discussion assumes that the named executive officers voluntarily terminated his respective employment without good reason. See “—Termination Without Cause or for Good Reason” below for a discussion of potential payments and benefits upon ~~this type of termination. However, the~~a named executive ~~officer may file at the time~~officer’s voluntary termination of ~~the deferral an election to receive distributions under the 2006 deferred compensation plan upon~~ his ~~separation from service, including a voluntary termination. For~~

employment for good reason.

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purposes of the tabular presentation below, we have assumed that the named executive officer has elected to receive payout of all deferred compensation upon his separation from service, including interest.

Termination for ~~Cause.~~Cause

All outstanding equity grants constituting options, whether unvested or vested but not yet exercised, and all equity grants constituting unvested ~~restricted shares~~RSUs under the existing incentive plans would be forfeited by any named executive officer (other than Mr. Maffei in the case of equity grants constituting vested options or similar rights) who is terminated for ~~"cause."~~“cause.” However, if Mr. Maffei’s employment was terminated for cause as of December 31, 2018, his 2018 Annual RSUs would remain outstanding until any performance criteria had been determined to have been met or not and would vest to the extent determined by the compensation committee. The existing incentive plans, which govern the awards unless there is a different definition in the applicable award agreement, define ~~"cause"~~“cause” as insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his duties and responsibilities for any reason other than illness or incapacity;provided~~provided~~ that, if such termination is within 12 months after a change in control (as described below), ~~"cause"~~“cause” means a felony conviction for fraud, misappropriation or embezzlement. Mr. Maffei has certain continuing rights to exercise vested options or similar rights following a termination for cause under his employment agreement, and the employment ~~agreements~~agreement of Mr. Maffei ~~and Mr. Baer have definitions~~has a definition of cause that ~~are~~is different from the definition under the incentive plans. See "—“—Executive Compensation ~~Arrangements"~~Arrangements” above.

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Termination Without Cause or for Good ~~Reason.~~Reason

Mr. Malone does not have any ~~unvested~~outstanding equity awards. As of December 31, ~~2015,~~2018, Mr. ~~Maffei's~~Maffei’s unvested equity awards consisted of the Term Options and the ~~LMC Target Equity Awards.~~2018 Annual RSUs. The Term Options are subject to partial acceleration upon a termination of his employment without cause or for good reason. If Mr. ~~Maffei would forfeit the LMC Target Equity Awards if his~~Maffei’s employment was terminated without cause or he terminated it for good reason onas of December 31, ~~2015.~~2018, his 2018 Annual RSUs would remain outstanding until any performance criteria had been determined to have been met or not and become vested to the extent determined by the compensation committee. Each of Mr. Malone and Mr. Maffei is entitled to severance payments and/or other benefits upon a termination of his employment without cause or for good reason. See "—“—Executive Compensation Arrangements—John C. ~~Malone"~~Malone” and "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” above.

~~The award agreements relating to~~

As of December 31, 2018, Mr. ~~Baer's multi-year~~Baer’s unvested equity awards ~~provide that upon a termination~~consisted of his 2016 Term Options and his 2018 Chief RSUs. Mr. Baer would have vested in 75% of the original number of his 2016 Term Options (less any options that have previously vested) if his employment had been terminated without cause or for good reason ~~(each as defined in his employment agreement), a pro rata portion of his unvested options and restricted shares~~ as of December 31, 2018, and his 2018 Chief RSUs would have stayed outstanding until the date the compensation committee acted to determine the extent to which the performance criteria were met and the number of ~~termination will vest based on the portion of the vesting period elapsed~~Mr. Baer’s 2018 Chief RSUs that would have been earned and vested had he remained employed through ~~the termination date plus 365 days. This pro rata vesting is applied separately with respect to each tranche of his options and restricted shares based on the vesting period for that tranche.~~December 31, 2018. Mr. Baer is also entitled under certain circumstances to severance payments and other benefits upon a termination of his employment without cause or for good reason. To receive these benefits, Mr. Baer must execute a severance agreement and release in favor of our company in accordance with the procedure set forth in the Baer Employment Agreement. See "—“—Executive Compensation Arrangements—Richard N. Baer."

”

As of December 31, ~~2015,~~2018, Mr. ~~Shean's~~Carleton’s and Mr. ~~Rosenthaler's~~Rosenthaler’s only unvested equity awards were the ~~stock options granted to them on March 4, 2015. The standard~~multi-year stock option awards granted to them on ~~that date~~March 4, 2015 and the 2018 Chief RSUs granted to them on March 5, 2018. The multi-year stock option awards granted to them on March 4, 2015 provide for vesting upon a termination of employment without cause of those options that would have vested during the 12-month period following the termination date if such person had remained an employee. The multi-year awards granted to them on that date provide for vesting upon a termination of employment without cause of those options that would have vested during the 12-month period following the termination date if such person had remained an employee,

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plus a pro rata portion of the remaining unvested options based on the portion of the vesting period elapsed through the termination date. ~~Neither~~The 2018 Chief RSUs held by these officers would have remained outstanding until any performance criteria had been determined to have been met or not and become vested to the extent determined by the compensation committee. None of these officers is entitled to any severance pay or other benefits upon a termination without cause.

No immediate distributions under the 2006 deferred compensation plan are permitted as a result of this type of termination (other than pursuant to the compensation committee's right to distribute certain de minimus amounts from an officer's deferred compensation account). However, the named executive officer may file an election at the time of the deferral to receive distributions under the 2006 deferred compensation plan upon his separation from service, including a termination without cause or for good reason. For purposes of the tabular presentation below, we have assumed that the named executive officer has elected to receive payout of all deferred compensation upon separation from service, including interest.

~~Death.~~

Death

In the event of death of any of the named executive officers, the existing incentive plans and applicable award agreements provide for vesting in full of any outstanding options and the lapse of restrictions on any ~~restricted share~~RSU awards, except that if Mr. ~~Maffei would forfeit the LMC Target Equity Awards in the event of his~~Maffei’s employment was terminated due to death on December 31, ~~2015.~~2018, his 2018 Annual RSUs would remain outstanding until any performance criteria had been determined to have been met or not and would vest to the extent determined by the compensation committee. Each of Mr. Malone, Mr. Maffei and Mr. Baer is also entitled to certain payments and other benefits if he dies while employed by our company. See "—“—Executive Compensation ~~Arrangements"~~Arrangements” above.

No amounts are shown for payments pursuant to life insurance policies, which we make available to all our employees.

Under the 2006 deferred compensation plan, we do not have an acceleration right to pay out account balances to the named executive officers upon this type of termination. However, the named executive officer may file an election at the time of the deferral to receive distributions under the 2006 deferred compensation plan upon his separation from service, including a termination due to death. For purposes of the tabular presentation below, we have assumed that the named executive officer has elected to receive payout of all deferred compensation upon separation from service, including interest.

~~Disability.~~

Disability

If the employment of any of the named executive officers is terminated due to disability, which is defined in the existing incentive plans or applicable award agreements, such plans or agreements provide for vesting in full of any outstanding options and the lapse of restrictions on any ~~restricted share~~RSU awards, except that if Mr. ~~Maffei would forfeit the LMC Target Equity Awards if his~~Maffei’s employment was terminated due to disability on December 31, ~~2015.~~2018, his 2018 Annual RSUs would remain outstanding until any performance criteria had been determined to have been met or not and become vested to the extent determined by the compensation committee. Each of Mr. Malone, Mr. Maffei and Mr. Baer is also entitled to certain payments and other benefits upon a termination of his employment due to disability. See ~~"Executive~~“Executive Compensation ~~Arrangements"~~Arrangements” above.

No amounts are shown for payments pursuant to short-term and long-term disability policies, which we make available to all our employees.

Under the 2006 deferred compensation plan, we do not have an acceleration right to pay out account balances to the named executive officers upon this type of termination. However, the named executive officer may file an election at the time of the deferral to receive distributions under the 2006 deferred compensation plan upon his separation from service, including a termination due to disability. For purposes of the tabular presentation below, we have assumed that the named executive officer has elected to receive payout of all deferred compensation upon separation from service, including interest.

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Change in ~~Control.~~Control

In case of a change in control, the incentive plans provide for vesting in full of any outstanding options and the lapse of restrictions on any ~~restricted share~~RSU awards held by the named executive ~~officers, except that Mr. Maffei's LMC Target Equity Awards would remain outstanding.~~officers. A change in control is generally defined as:

•

•

The acquisition by a non-exempt person (as defined in the incentive plans) of beneficial ownership of at least 20% of the combined voting power of the then outstanding shares of our

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company ordinarily having the right to vote in the election of directors, other than pursuant to a transaction approved by our board of directors.

•

The individuals constituting our board of directors over any two consecutive years cease to constitute at least a majority of the board, subject to certain exceptions that permit the board to approve new members by approval of at least two-thirds of the remaining directors.

•

Any merger, consolidation or binding share exchange that causes the persons who were common stockholders of our company immediately prior thereto to lose their proportionate interest in the common stock or voting power of the successor or to have less than a majority of the combined voting power of the then outstanding shares ordinarily having the right to vote in the election of directors, the sale of substantially all of the assets of the company or the dissolution of the company.

In the case of a change in control described in the last bullet point, our compensation committee may determine not to accelerate the existing equity awards of the named executive officers if equivalent awards will be substituted for the existing awards, except that Mr. ~~Maffei's~~Maffei’s Term Options may also be subject to acceleration upon a change in control, including of the type described in the last bullet point, pursuant to the terms of his employment agreement. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” above. For purposes of the tabular presentation below, we have assumed ~~no such determination was made.~~

~~The 2006 deferred compensation plan provides~~that our ~~compensation committee with~~named executive officers’ existing unvested equity awards would vest in full in the ~~option~~case of ~~terminating the plan 30 days preceding or within 12 months after~~ a change ofin control ~~and distributing~~described in the ~~account balances (which option is assumed to have been exercised for purposes of the tabular presentation below).~~

last bullet.

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Benefits Payable Upon Termination or Change in Control

Name Voluntary
Termination
Without Good
Reason
($) Termination for
Cause
($) Termination Without
Cause or for Good
Reason
($) Death
($) Disability
($) After a Change
in Control
($)
John C. Malone
Lump Sum Severance(1) 19,500 — 19,500 — 19,500 19,500
Installment Severance Plan(2) 19,808,835 19,808,835 19,808,835 19,808,835 19,808,835 19,808,835
1993 Deferred Compensation Arrangement(3) 2,430,310 2,430,310 2,430,310 1,664,442 2,430,310 2,430,310
1982 Deferred Compensation Arrangement(3) 28,654,769 28,654,769 28,654,769 15,924,928 28,654,769 28,654,769
Options — — — — — —
RSUs — — — — — —
Total 50,913,414 50,893,914 50,913,414 37,398,205 50,913,414 50,913,414
Gregory B. Maffei
Severance 11,750,000(4) — 30,918,283(5) 30,918,283(5) 30,918,283(5) —
Deferred Compensation 7,066,788(6) 7,066,788(6) 7,066,788(6) 7,066,788(6) 7,066,788(6) 7,066,788(7)
Options 135,416,150(8) 117,336,565(8) 139,825,205(9) 139,825,205(10) 139,825,205(10) 139,825,205(10)
RSUs 2,933,237(8) 2,933,237(8) 2,933,237(9) 2,933,237(10) 2,933,237(10) 2,933,237(10)
Perquisites(11) — — 380,922 — 380,922 —
Total 157,166,176 127,336,590 181,124,435 180,743,513 181,124,435 149,825,230
Richard N. Baer
Severance(12) — — 3,500,000 1,900,000 1,900,000 —
Options —(8) —(8) 2,347,129(13) 3,129,516(10) 3,129,516(10) 3,129,516(10)
RSUs —(8) —(8) 1,036,899(13) 1,036,899(10) 1,036,899(10) 1,036,899(10)
Total — — 6,884,028 6,066,415 6,066,415 4,166,415
Mark D. Carleton
Deferred Compensation 9,196,482(6) 9,196,482(6) 9,196,482(6) 9,196,482(6) 9,196,482(6) 9,196,482(7)
Options 2,140,524(8) —(8) 3,408,520(13) 3,671,339(10) 3,671,339(10) 3,671,339(10)
RSUs —(8) —(8) 774,256(13) 774,256(10) 774,256(10) 774,256(10)
Total 11,337,006 9,196,482 13,379,259 13,642,077 13,642,077 13,642,077
Albert E. Rosenthaler
Options 736,109(8) —(8) 2,004,106(13) 2,266,924(10) 2,266,924(10) 2,266,924(10)
RSUs —(8) —(8) 774,256(13) 774,256(10) 774,256(10) 774,256(10)
Total 736,109 — 2,778,362 3,041,180 3,041,180 3,041,180

(1)

Name
Voluntary
Termination
Without
Good
Reason ($) Termination
for
Cause ($) Termination
Without
Cause or
for Good
Reason ($) Death ($) Disability ($) After a
Change in
Control ($)
John C. Malone

Lump Sum Severance(1)
19,500 — 19,500 — 19,500 19,500
Installment Severance Plan(2)
25,702,373 25,702,373 25,702,373 25,702,373 25,702,373 25,702,373
1993 Deferred Compensation Arrangement(3)
3,153,378 3,153,378 3,153,378 1,951,295 3,153,378 3,153,378
1982 Deferred Compensation Arrangement(3)
37,180,155 37,180,155 37,180,155 17,833,170 37,180,155 37,180,155

Total
66,055,405 66,035,905 66,055,405 45,486,838 66,055,405 66,055,405

Gregory B. Maffei

Severance
11,750,000 (4) — 30,691,125 (5) 30,691,125 (5) 30,691,125 (5) —
Deferred Compensation
5,410,811 (6) 5,410,811 (6) 5,410,811 (6) 5,410,811 (6) 5,410,811 (6) 5,410,811 (7)
Options/SARs
55,025,128 (8) 51,970,988 (8) 59,524,239 (9) 65,297,833 (10) 65,297,833 (10) 65,297,833 (10)
Perquisites(11)
— — 492,159 — 492,159 —

Total
72,185,939 57,381,799 96,118,334 101,399,769 101,891,928 70,708,644

Richard N. Baer

Severance(12)
— — 1,750,486 1,750,486 1,750,486 —
Options/SARs
2,413,577 2,413,577 4,827,200 (13) 4,827,200 (10) 4,827,200 (10) 4,827,200 (10)
Restricted Stock
— — 1,117,861 (13) 1,117,861 (10) 1,117,861 (10) 1,117,861 (10)

Total
2,413,577 2,413,577 7,695,547 7,695,547 7,695,547 5,945,061

Albert E. Rosenthaler

Options/SARs
1,483,400 (8) — 1,483,400 (13) 1,483,400 (10) 1,483,400 (10) 1,483,400 (10)

Total
1,483,400 — 1,483,400 1,483,400 1,483,400 1,483,400

Christopher W. Shean

Deferred Compensation
1,294,345 (6) 1,294,345 (6) 1,294,345 (6) 1,294,345 (6) 1,294,345 (6) 1,294,345 (7)
Options/SARs
4,510,349 (8) — 4,510,349 (13) 4,510,349 (10) 4,510,349 (10) 4,510,349 (10)

Total
5,804,694 1,294,345 5,804,694 5,804,694 5,804,694 5,804,694

~~(1)~~: Under Mr. ~~Malone's~~Malone’s employment agreement, which was assigned to ~~us in the Old LMC Split-Off and later to~~ our company in ~~the LMC Spin-Off,~~2013, if his employment had been terminated, as of December 31, ~~2015,~~2018, at our election (other than for death or cause) (whether before or after a change in control) or upon Mr. ~~Malone's~~Malone’s prior written notice, he would have been entitled to a lump sum severance payment of $19,500 payable upon termination, which is equal to five ~~years'~~years of his current annual salary of $3,900. See "—“—Executive Compensation Arrangements—John C. ~~Malone"~~Malone” above. Pursuant to the services agreement, ~~45%~~25% of such lump sum severance payment would have been allocable to ~~Liberty Interactive.~~Qurate Retail.

(2)

~~(2)~~

As described above, Mr. Malone began receiving 240 consecutive monthly installment severance payments in February 2009 pursuant to the terms of his amended employment agreement. The number included in the table represents the aggregate amount of the payments remaining as of December 31, ~~2015.~~2018. With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. ~~Malone's~~Malone’s compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his employment agreement. See "—“—Executive Compensation Arrangements—John C. ~~Malone"~~Malone” above.

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(3)

~~(3)~~

As described above, Mr. Malone began receiving 240 consecutive monthly payments of his deferred compensation plus interest, in February 2009 pursuant to the terms of his amended employment agreement, which our company assumed in ~~connection with the Old LMC Split-Off.~~2013. The number included in the table represents the aggregate amount of these payments remaining as of December 31, ~~2015.~~2018. With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. ~~Malone's~~Malone’s compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his employment agreement. If Mr. ~~Malone's~~Malone’s employment had been terminated, as of December 31, ~~2015,~~2018, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment of the unamortized principal balance of the remaining deferred compensation payments, and the compliance conditions described above would be inapplicable. See "—“—Executive Compensation Arrangements—John C. ~~Malone"~~Malone” above.

(4)

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~~(4)~~: If Mr. Maffei had voluntarily terminated his employment without good reason (as defined in the ~~2015~~ Maffei Employment Agreement) as of December 31, ~~2015,~~2018, he would have been entitled to receive in a lump sum the Pro-Rated Amount of $11,750,000, with up to 25% of such amount payable in shares of ~~LMCK.~~our common stock. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” above.

(5)

~~(5)~~

If Mr. ~~Maffei's~~Maffei’s employment had been terminated ~~at our company's election~~as of December 31, 2018 by Liberty Media without cause or by Mr. Maffei for good reason (as defined in the ~~2015~~ Maffei Employment Agreement) (whether before or within a specified period following a change in control) or due to Mr. ~~Maffei's~~Maffei’s death or disability, as of December 31, ~~2015,~~2018, he would have been entitled to receive a payment of 1.5 times his ~~2015~~2018 base salary payable in 18 equal monthly installments. Mr. Maffei would also be entitled to receive in lump sums the Pro-Rated Amount of $11,750,000 and a separate Un-Pro Rated Amount of $17,500,000 and, in each case, up to 25% of such amounts would be payable in shares of ~~LMCK.~~our common stock. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” above.

(6)

~~(6)~~

Under the 2006 deferred compensation plan, we do not and ~~Liberty Interactive~~Qurate Retail does not have an acceleration right to pay out account balances to Mr. Maffei or Mr. ~~Shean~~Carleton upon a termination of employment. However, Mr. Maffei and Mr. ~~Shean~~Carleton had the right to file an election at the time of his initial deferral to receive distributions under the 2006 deferred compensation plan upon his separation from service, including under the termination scenarios in the table above. For purposes of the tabular presentation above, we have assumed that each of Mr. Maffei and Mr. ~~Shean~~Carleton has elected to receive payout upon a separation from service of all deferred compensation, including interest.

(7)

~~(7)~~

The 2006 deferred compensation plan provides our compensation committee with the option of terminating the plan 30 days preceding or within 12 months after a change of control of Liberty Media and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation above).

(8)

~~(8)~~

Based on the number of vested options ~~and SARs~~ held by each named executive officer at ~~year-end~~December 31, 2018, other than certain stock options held by Messrs. Maffei and Rosenthaler to purchase LSXMK and FWONK shares, and, with respect to Mr. Maffei upon a voluntary termination of his employment without good reason, the pro rata vesting of his unvested Term Options. Because the exercise prices of certain stock options held by Messrs. Maffei and Rosenthaler were more than the applicable closing market price of LSXMK and FWONK shares on December 31, 2018, these options have been excluded. Also, if Mr. ~~Maffei~~Maffei’s employment terminated without good reason or for cause as of December 31, 2018, his 2018 Annual RSUs would ~~forfeit~~remain outstanding until any performance criteria had been determined to have been met or not and would vest to the extent determined by the compensation committee. If Mr. Baer’s employment had been terminated without good reason or for cause as of December 31, 2018, he would have forfeited the 2016 Term Options and his ~~LMC Target Equity Award~~2018 Chief RSUs. Each of Messrs. Carleton and Rosenthaler would have forfeited his 2018 Chief RSUs if his employment had been terminated without good reason or for ~~any reason on~~cause as of December 31, ~~2015.~~2018. For more information, see the ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” table, ~~and "—~~“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” and “—Executive Compensation Arrangements—Richard N. Baer” above.

(9)

~~(9)~~

Based on (i) the number of vested options ~~and SARs~~ held by Mr. Maffei at ~~year-end~~December 31, 2018, other than certain stock options held by Mr. Maffei to purchase LSXMK and FWONK shares, and (ii) the number of unvested Term Options held by Mr. Maffei at ~~year-end~~December 31, 2018 that would vest pursuant to the forward-vesting provisions in the award agreement if he were terminated without cause or for good reason ~~at year-end.~~as of December 31, 2018. Because the exercise prices of certain stock options held by Mr. Maffei ~~would forfeit his LMC Target Equity Award if his employment had been terminated for any reason~~were more than the applicable closing market price of LSXMK and FWONK shares on December 31, ~~2015.~~2018, these options have been excluded. Also, if Mr. Maffei’s employment terminated without cause or for good reason as of December 31, 2018, his 2018 Annual RSUs would remain outstanding until any performance criteria had been determined to have been met or not and would vest to the extent determined by the compensation committee. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” above and the ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” table above.

(10)

~~(10)~~

Based on (i) the number of vested options held by each named executive officer at December 31, 2018, other than certain stock options held by Messrs. Maffei and ~~SARs~~Rosenthaler to purchase LSXMK and FWONK shares, (ii) the number of unvested options ~~and SARs~~ held by each named executive officer at December 31, 2018, and (iii) the number of unvested 2018 Annual RSUs held by Mr. Maffei and the number of ~~shares of restricted stock~~unvested 2018 Chief RSUs held by Messrs. Baer, Carleton and Rosenthaler at December 31, 2018. Because the exercise prices of certain stock options held by Messrs. Maffei and Rosenthaler were more than the applicable closing market price of LSXMK and FWONK shares on December 31, 2018, these options have been excluded. Also, if Mr. ~~Baer at year-end.~~Maffei’s employment terminated due to death or disability as of December 31, 2018, his 2018 Annual RSUs would remain outstanding until any performance criteria had been determined to have been met or not and would vest to the extent determined by the compensation committee. Upon a change in control, we have assumed for purposes of the tabular presentation above that Mr. Maffei’s 2018 Annual RSUs and the other named executive officers’ Chief RSUs would vest in full. For more information, see the ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” table above.

(11)

~~(11)~~

If Mr. ~~Maffei's~~Maffei’s employment had been terminated at our ~~company's~~company’s election for any reason (other than cause) or by Mr. Maffei for good reason (as defined in his employment agreement) or by reason of disability, as of December 31, ~~2015,~~2018, he would have been entitled to receive personal use of the corporate aircraft for 120 hours per year over a 12-month period. Perquisite amount of ~~$492,159~~$380,922 represents the maximum potential cost of using the corporate aircraft for 120 hours based on an hourly average of the incremental cost of use of the corporate aircraft. Pursuant to the ~~LIC~~Qurate Retail Services Agreement, ~~45%~~14% of such perquisite expense would have been allocable to Qurate Retail.

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(12)

~~(12)~~

If Mr. ~~Baer's~~Baer’s employment had been terminated ~~due to his death or disability or at~~by Liberty ~~Media's election~~Media without cause or by Mr. Baer for good reason (as defined in his ~~employment agreement)~~2016 Employment Agreement), as of December 31, ~~2015,~~2018, he would have been entitled to receive a $3.5 million lump sum payment. If Mr. Baer’s employment had been terminated due to his disability or death, as of December 31, 2018, he or his estate would have been entitled to receive a lump sum payment ~~in an amount equal to two times his base salary then in effect.~~of $1.9 million. See "—“—Executive Compensation Arrangements—Richard N. ~~Baer"~~Baer” above. Pursuant to the ~~LIC~~Qurate Retail Services Agreement, ~~50%~~30% of such lump sum severance payment would have been allocable to ~~Liberty Interactive.~~Qurate Retail.

(13)

~~(13)~~

Based on (i) the number of vested options ~~and SARs~~ held by such named executive officer at ~~year-end~~December 31, 2018, other than certain stock options held by Mr. Rosenthaler to purchase LSXMK and FWONK shares, and (ii) the number of unvested options ~~and SARs~~ held by each named executive officer ~~and the number of shares of restricted stock held by Mr. Baer~~ at ~~year-end~~December 31, 2018 that would vest pursuant to the forward-vesting provisions in such named executive ~~officer's~~officer’s award agreements if he were terminated without cause ~~or, in~~as of December 31, 2018 and (iii) the ~~case~~number of 2018 Chief RSUs held by Messrs. Baer, Carleton and Rosenthaler. Because the exercise prices of certain stock options held by Mr. ~~Baer, if he voluntarily terminated for good reason, at year-end.~~Rosenthaler were more than the applicable closing market price of LSXMK and FWONK shares on December 31, 2018, these options have been excluded. See "—“—Executive Compensation Arrangements—Richard N. Baer,"” the ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” table and ~~"Potential Payments Upon Termination or Change in Control—~~“—Termination Without Cause or for Good ~~Reason"~~Reason” above.

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DIRECTOR COMPENSATION

Nonemployee Directors

Director Fees. Each of our directors who is not an employee of our company is paid an annual fee for 2019 of ~~$210,000~~$222,500 (which, in ~~2015,~~2018, was ~~$181,000)~~$218,000) (which we refer to as thedirector fee), of which ~~$100,000~~$106,000 ($~~88,000~~104,000 in ~~2015)~~2018) is payable in cash and the balance is payable in ~~restricted shares~~RSUs or options to purchase shares of LSXMK, BATRK and ~~LMCK (or~~FWONK. For service on our board in 2019 and 2018, each director was permitted to elect to receive $116,500 and $114,000, respectively, of his or her director fee in RSUs or options to purchase shares of LSXMK, BATRK and FWONK. The awards issued to our board of directors with respect to ~~2015, shares of~~service on our ~~then-existing Series C common stock).~~board in 2019 were issued in December 2018. See "—“—Director ~~Restricted Share Grants"~~RSU Grants” and "—“—Director Option ~~Grants"~~Grants” below for information on the incentive awards granted in ~~2015 to the nonemployee directors. The chairman of the~~2018.

Fees for service on our audit committee, of our board of directors is paid an additional annual fee of $40,000 ($30,000 in 2015), and each other member of that committee receives an additional annual fee of $30,000. With respect to our executive committee, each nonemployee member thereof receives an additional annual fee of $10,000 for his participation on the committee. With respect to our compensation committee and nominating and corporate governance committee are the same for 2018 and 2019, with each member thereof ~~receives~~receiving an additional annual fee of $30,000, $10,000 and $10,000, respectively, for his or her participation on each such committee, except that ~~any committee member who is also~~ the chairman of ~~that~~each such committee instead receives an additional annual fee of $40,000, $20,000 and $20,000, respectively, for his ~~or her~~participation on that committee. With respect to our executive committee, each member thereof who is not an employee of our company receives an additional annual fee of $10,000 for his participation on that committee. The cash portion of the director fees and the fees for participation on committees are payable quarterly in arrears.

Charitable Contributions.

If a director makes a donation to our political action committee, we will make a matching donation to a charity of his or her choice in an amount not to exceed $10,000.

Equity Incentive Plan~~. The Liberty Media Corporation 2013 Nonemployee Director Incentive Plan (Amended and Restated as of December 17, 2015) (thedirector~~

Awards granted to our nonemployee directors under the 2017 incentive plan~~) is~~ are administered by our ~~entire~~ board of ~~directors.~~directors or our compensation committee. Our board of directors has full power and authority to grant ~~eligible persons~~nonemployee directors the awards described below and to determine the terms and conditions under which any awards are made. The ~~director~~2017 incentive plan is designed to provide our nonemployee directors with additional remuneration for services rendered, to encourage their investment in our common stock and to aid in attracting persons of exceptional ability to become nonemployee directors of our company. Our board of directors may grant non-qualified stock options, SARs, restricted shares, restricted stock units and cash awards or any combination of the foregoing under the ~~director~~2017 incentive plan.

The maximum number of shares of our common stock with respect to which awards may be ~~issued~~granted under the ~~director~~2017 incentive plan is ~~4,490,000,~~50 million shares, subject to anti-dilution and other adjustment provisions of the 2017 incentive plan. ~~Under the director plan, no~~No nonemployee director may be granted during any calendar year awards having a value (as determined on the grant date of ~~grant~~such award) that would be in excess of $3$2 million. Shares of our common stock issuable pursuant to awards made under the ~~director~~2017 incentive plan ~~are~~will be made available from either authorized but unissued shares of our common stock or shares of our common stock that we have ~~been~~ issued but reacquired, ~~by our company.~~

including shares purchased in the open market.

As described above, in ~~connection with the LMC Spin-Off,~~2013, our ~~company's~~company’s board of directors adopted the TSAP, which governs the terms and conditions of awards with respect to our common stock issued ~~in the LMC Spin-Off~~ in connection with adjustments made to awards ~~previously~~relating to our predecessor’s common stock that were granted ~~by Old LMC with respect~~prior to ~~its common stock.~~

2013.

In ~~2015,~~2018, each of our nonemployee directors was given a choice of receiving his or her annual equity grant in the form of ~~restricted shares~~RSUs or options.

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DIRECTOR COMPENSATION

Director ~~Restricted Share~~RSU Grants.

Pursuant to our director compensation policy described above and the ~~director~~2017 incentive plan, onwe granted the following RSU awards in December 17, 2015, each of Mr. Bennett, Mr. Deevy and Ms. Wong were granted 2,843 restricted shares of our then-existing Series C common stock, and each of Mr. Gilchrist and Mr. Rapley were granted 1,422 restricted shares of our then-existing Series C common stock. 2018:

Name	LSXMK		BATRK		FWONK
Robert R. Bennett		1,738		274		1,158
David E. Rapley		869		137		579

These ~~restricted shares~~RSUs will vest on the first anniversary of the grant date, or on such earlier date that the grantee ceases to be a director because of death or disability, and, unless our board of directors

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determines otherwise, will be forfeited if the grantee resigns or is removed from the board before the vesting date.

Director Option Grants.

Pursuant to our director compensation policy described above and the ~~director~~2017 incentive plan, ~~on June 8, 2015, and~~we granted the following stock option awards in ~~connection with his election to our board of directors on June 2, 2015, Mr. Deevy was granted~~December 2018:

Name	# of LSXMK Options		Exercise Price ($)		# of BATRK Options		Exercise Price ($)		# of FWONK Options		Exercise Price ($)
Brian M. Deevy		6,039		39.28		888		25.46		3,879		30.57
M. Ian G. Gilchrist		6,039		39.28		888		25.46		3,879		30.57
Evan D. Malone		6,039		39.28		888		25.46		3,879		30.57
David E. Rapley		3,020		39.28		444		25.46		1,939		30.57
Larry E. Romrell		6,039		39.28		888		25.46		3,879		30.57
Andrea L. Wong		6,039		39.28		888		25.46		3,879		30.57

These options to purchase 5,035 shares of our then-existing Series C common stock at an exercise price of $38.21, which was the closing price of such stock on the grant date, and which vests in full on June 8, 2017. In addition, on December 17, 2015, each of Mr. Gilchrist and Mr. Rapley were granted options to purchase 5,855 shares of our then-existing Series C common stock and each of Dr. Malone and Mr. Romrell were granted options to purchase 11,709 shares of our then-existing Series C common stock, in each case at an exercise price equal to $37.30, which was the closing price of such stock on the grant date. The options granted on December 17, 2015 will become exercisable on the first anniversary of the grant date, or on such earlier date that the grantee ceases to be a director because of death or disability, and, unless our board determines otherwise, will be terminated without becoming exercisable if the grantee resigns or is removed from the board before the vesting date. Once vested, the options will remain exercisable until the seventh anniversary of the grant date or, if earlier, until the first business day following the first anniversary of the date the grantee ceases to be a director.

Stock Ownership Guidelines.

In March 2016, our board of directors adopted stock ownership guidelines that require each nonemployee director to own shares of our ~~company's~~company’s stock equal to at least three times the value of their annual cash retainer fees. ~~Directors~~Nonemployee directors will have five years from the later of (i) the effective date of the ~~new~~ guidelines and (ii) the ~~director's~~director’s initial appointment to our board to comply with these guidelines.

Director Deferred Compensation ~~Plan.~~Plan

Effective beginning in the fourth quarter of 2013, directors of our company are eligible to participate in the Liberty Media Corporation Nonemployee Director Deferred Compensation Plan (thedirector deferred compensation plan), pursuant to which eligible directors of our company can elect to defer all or any portion of their annual cash fees that they would otherwise be entitled to receive. The deferral of such annual cash fees shall be effected by a reduction in the quarterly payment of such annual cash fees by the percentage specified in the ~~director's~~director’s election. Elections are required to be made in advance of certain deadlines, which generally must be on or before the close of business on December 31 of the year prior to the year to which the ~~director's~~director’s election will apply, and elections must include the form of distribution, such as a lump-sum payment or substantially equal installments over a period not to exceed ten years. ~~The director deferred compensation plan was amended effective January 1, 2015, to reflect the following changes: (A) compensation~~Compensation deferred under the director deferred compensation plan that otherwise would have been received prior to 2015 would earn interest income at the rate of 9% per annum, compounded quarterly, for the period of the deferral. Compensation deferred under the director deferred compensation plan that otherwise would have been received on or after January 1, 2015 will earn interest ~~at the rate of 9% per year, compounded quarterly at the end of each calendar quarter. For amounts deferred on or after January 1, 2015, those amounts will earn interest~~income at a rate ~~equal~~that is intended to ~~the prime rate~~approximate our company’s general cost of ~~interest (as determined by reference to~~10-year debt. For 2016, 2017 and 2018, the ~~Wall Street Journal) plus 3%; and (B) the board of directors has the authority to change this interest rate for future deferrals at any time prior to a change of control. For 2015, this~~ rate was 6.25%.

, 6.5% and 6.25%, respectively.

~~Role of Compensation Consultant~~Liberty Media Corporation . Our board was provided with market data from Mercer pertaining to director fees and equity compensation paid to nonemployee directors at companies in the media, telecommunications, entertainment and internet retail industries. Mercer also provided market data to the board concerning the fees to be paid to our directors who serve on the board of directors of both Liberty Interactive and our company. In comparing the change in our nonemployee director compensation from 2014, Mercer noted that year-over-year total compensation increased 2.8% at our company and Liberty Interactive, as compared to a 9% median increase in the market data and a 4% increase at S&P 500 companies. The market data also indicated that our 2015 total compensation was approximately 10% lower than the 25th percentile. After consideration of this market data, the board determined to increase the equity and board retainer portions of the nonemployee director2019 Proxy Statement

| 65

~~Table of Contents~~

~~compensation by 18% and 13%, respectively, which leaves us near the 50th percentile of the market data at each company.~~

TABLE OF CONTENTS

Director Compensation Table

Name(1)
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)(2)(3)

Option
Awards
($)(2)(3)

Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)

All Other
Compensation
($)(5)
Total
($)
Robert R. Bennett 114,000(4) 110,645 — 22,070 20,368(6) 267,083
Brian M. Deevy 144,000 — 108,166 �� — 20,368(6) 272,534
M. Ian G. Gilchrist 164,000 — 108,166 — 22,868(6)(7) 295,034
Evan D. Malone 104,000 — 108,166 — — 212,166
David E. Rapley 134,000(4) 55,322 54,084 10,395 20,368(6) 274,169
Larry E. Romrell 144,000 — 108,166 — 20,368(6) 272,534
Andrea L. Wong 124,000(4) — 108,166 20,923 17,645(6)(7) 270,734

(1)

Name(1)
Fees
Earned
or Paid
in Cash
($) Stock
Awards
($)(2)(3) Option
Awards
($)(2)(3) Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)(4) All Other
Compensation
($) Total
($)
Robert R. Bennett
98,000 (4) 106,044 — 3,542 17,925 (5) 225,511
Brian M. Deevy(6)
68,833 106,044 54,886 — 12,284 (5) 242,047
Donne F. Fisher(7)
64,000 — — — 13,963 (5)(8) 77,963
M. Ian G. Gilchrist
148,000 53,041 52,457 — 17,925 (5) 271,423
Evan D. Malone
88,000 — 104,906 — — 192,906
David E. Rapley
118,000 53,041 52,457 — 17,925 (5) 241,423
Larry E. Romrell
128,000 — 104,906 — 17,925 (5) 250,831
Andrea L. Wong
108,000 106,044 — 2,786 1,000 (8) 217,830

~~(1)~~: John C. Malone and Gregory B. Maffei, each of whom is a director of our company and a named executive officer, received no compensation for serving as directors of our company during ~~2015.~~2018.

(2)

~~(2)~~

As of December 31, ~~2015,~~2018, our directors (other than Messrs. Malone and Maffei, whose ~~stock incentive~~equity awards are listed in ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” above) held the following ~~stock incentive~~equity awards with respect to shares of our ~~then-existing Series A common stock and our then-existing Series C~~ common stock:

	Robert R. Bennett		Brian M. Deevy		M. Ian G. Gilchrist		Evan D. Malone		David E. Rapley		Larry E. Romrell		Andrea L. Wong
Options (#)
LSXMA		—		—		854		—		—		—		—
LSXMK		—		14,188		24,907		35,302		17,651		35,302		23,302
BATRA		—		—		85		—		—		—		—
BATRK		—		1,837		3,683		4,423		2,211		4,423		3,229
FWONA		—		—		213		—		—		—		—
FWONK		—		7,133		12,932		13,580		6,789		13,580		8,548
RSUs (#)
LSXMK		1,738		—		—		—		869		—		—
BATRK		274		—		—		—		137		—		—
FWONK		1,158		—		—		—		579		—		—

(3)

Robert R.
Bennett Brian M.
Deevy Donne F.
Fisher M. Ian G.
Gilchrist Evan D.
Malone David E.
Rapley Larry E.
Romrell Andrea L.
Wong
Options/SARs

LMCA
— — 6,332 851 2,688 — 2,688 —
LMCK
— 5,035 12,797 14,362 17,141 5,855 17,141 —
Restricted Stock

LMCA
— — — — — — — —
LMCK
5,468 2,843 — 1,422 2,625 4,047 2,625 5,468

~~(3)~~: The aggregate grant date fair value of the stock options and ~~restricted stock~~RSU awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 1314 to our consolidated financial statements for the year ended December 31, ~~2015~~2018 (which are included in the ~~2015~~2018 Form 10-K).

(4)

~~(4)~~

Includes the following amounts earned and deferred under the director deferred compensation plan:

Name	2018 Deferred Compensation ($)		2018 Above Market Earnings on Accrued Interest ($)		2017 Above Market Earnings on Accrued Interest ($)
Robert R. Bennett		111,376		22,070		20,358
David E. Rapley		131,376		10,395		7,407
Andrea L. Wong		122,220		20,923		18,250

(5)

We make available to our directors tickets to various sporting events with no aggregate incremental cost attributable to any single person.

Name
2015 Deferred
Compensation 2015 Above Market
Earnings on
Accrued Interest
Robert R. Bennett
95,596 3,542
Andrea L. Wong
— 2,786

66 | Liberty Media Corporation 2019 Proxy Statement

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DIRECTOR COMPENSATION

(6)

~~Table of Contents~~

~~(5)~~: Includes the following amounts of health insurance premiums paid by our company for the benefit of the following directors:

~~Name~~
	Name		Amount ($)
	Robert R. Bennett		~~17,925~~		20,368
	Brian M. Deevy		~~12,284~~		20,368
~~Donne F. Fisher~~		~~8,963~~
M. Ian G. Gilchrist		~~17,925~~		20,368
	David E. Rapley		~~17,925~~		20,368
	Larry E. Romrell		~~17,925~~		20,368
	Andrea L. Wong				16,645

(7)

~~(6)~~: ~~Elected to the board on June 2, 2015.~~
~~(7)~~: ~~Retired from the board on June 2, 2015.~~
~~(8)~~: Includes charitable contributions made on behalf of each of Mr. ~~Fisher~~Gilchrist and Ms. Wong pursuant to our political action committee matching contribution program.

~~Name~~
	Name
~~Donne F. Fisher~~		~~5,000~~
	M. Ian G. Gilchrist		2,500
	Andrea L. Wong		1,000

Liberty Media Corporation 2019 Proxy Statement | 67

~~Table of Contents~~

TABLE OF CONTENTS

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, ~~2015~~2018 with respect to shares of our common stock authorized for issuance under our equity compensation plans. ~~For purposes~~

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights			Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders:
Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015), as amended							—(1)
LSXMA		11,480		$	30.55
LSXMB		—			—
LSXMK		7,922,910		$	30.72
BATRA		323		$	17.86
BATRB		—			—
BATRK		843,544		$	18.28
FWONA		1,611		$	18.27
FWONB		—			—
FWONK		3,900,062		$	26.90
Liberty Media Corporation 2013 Nonemployee Director Incentive Plan (Amended and Restated as of December 17, 2015), as amended							—(1)
LSXMA		—			—
LSXMB		—			—
LSXMK		86,207		$	31.96
BATRA		—			—
BATRB		—			—
BATRK		10,262		$	18.97
FWONA		—			—
FWONB		—			—
FWONK		22,811		$	23.45
Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended							43,922,779(2)
LSXMA		—			—
LSXMB		—			—
LSXMK		778,607		$	42.38
BATRA		—			—
BATRB		—			—
BATRK		67,515		$	23.30
FWONA		—			—
FWONB		—			—
FWONK		2,123,427		$	31.70
Liberty Media Corporation Transitional Stock Adjustment Plan, as amended							—(3)
LSXMA		1,390,999		$	19.75
LSXMB		—			—
LSXMK		2,707,508		$	19.38
BATRA		177,104		$	11.42
BATRB		—			—
BATRK		354,354		$	11.19
FWONA		358,748		$	11.68
FWONB		—			—
FWONK		637,467		$	11.18

68 | Liberty Media Corporation 2019 Proxy Statement

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EQUITY COMPENSATION PLAN INFORMATION

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights	Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans not approved by security holders: None.
Total
LSXMA		1,402,479
LSXMB		—
LSXMK		11,495,232
BATRA		177,427
BATRB		—
BATRK		1,275,675
FWONA		360,359
FWONB		—
FWONK		6,683,767
					43,922,779

(1)

Upon adoption of the ~~tabular presentation below, we have not given effect to~~Liberty Media Corporation 2017 Omnibus Incentive Plan, the ~~reclassification,~~board of directors ceased making any further grants under the prior plans, including the Liberty Media Corporation 2013 Incentive Plan and ~~references to LMCA, LMCB and LMCK refer to our Series A, Series B and Series C common stock, respectively, that existed prior to~~ the ~~reclassification.~~

Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (a) Weighted average
exercise price
of outstanding
options, warrants
and rights Number of
securities
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
Equity compensation plans approved by security holders:

Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015)
69,094,068 (1)
LMCA
22,449 $ 37.22
LMCB
— —
LMCK
5,829,346 $ 35.85
Liberty Media Corporation 2013 Nonemployee Director Incentive Plan (Amended and Restated as of December 17, 2015)
4,410,042 (1)
LMCA
— —
LMCB
— —
LMCK
48,670 $ 36.75
Liberty Media Corporation Transitional Stock Adjustment Plan
— (2)
LMCA
2,337,418 $ 23.23
LMCB
— —
LMCK
4,735,384 $ 22.92
Equity compensation plans not approved by security holders: None.

Total

LMCA
2,359,867

LMCB
—

LMCK
10,613,400

73,504,110

Liberty Media Corporation 2013 Nonemployee Director Incentive Plan.

~~(1)~~: ~~Each plan~~

(2)

The Liberty Media Corporation 2017 Omnibus Incentive Plan permits grants of, or with respect to, shares of any series of our common stock, subject to a single aggregate limit.

(3)

~~(2)~~

The Liberty Media Corporation Transitional Stock Adjustment Plan governs the terms and conditions of awards with respect to our ~~company's~~company’s common stock that were granted in connection with adjustments made to awards relating to our predecessor’s common stock that were granted ~~by Old LMC with respect~~prior to ~~its common stock.~~2013. As a result, no further grants are permitted under this plan.

Liberty Media Corporation 2019 Proxy Statement | 69

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TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under our Code of Business Conduct and Ethics and Corporate Governance Guidelines, if a director or executive officer has an actual or potential conflict of interest (which includes being a party to a proposed ~~"related~~“related party ~~transaction"~~transaction” (as defined by Item 404 of Regulation S-K)), the director or executive officer should promptly inform the person designated by our board to address such actual or potential conflicts. No related party transaction may be effected by our company without the approval of the audit committee of our board or another independent body of our board designated to address such actual or potential conflicts.

STOCKHOLDER PROPOSALS

This proxy statement relates to our annual meeting of stockholders for the calendar year ~~2016~~2019 which will take place on ~~August 23, 2016.~~May 30, 2019. Based solely on the date of our ~~2016~~2019 annual meeting and the date of this proxy statement, (i) a stockholder proposal must be submitted in writing to our Corporate Secretary and received at our executive offices at 12300 Liberty Boulevard, Englewood, Colorado 80112, by the close of business on ~~March 15, 2017~~December 31, 2019 in order to be eligible for inclusion in our proxy materials for the annual meeting of stockholders for the calendar year ~~2017~~2020 (the~~2017~~2020 annual meeting), and (ii) a stockholder proposal, or any nomination by stockholders of a person or persons for election to the board of directors, must be received at our executive offices at the foregoing address not earlier than ~~May 25, 2017~~February 28, 2020 and not later than ~~June 26, 2017~~March 31, 2020 to be considered for presentation at the ~~2017~~2020 annual meeting. We currently anticipate that the ~~2017~~2020 annual meeting will be held during the second quarter of ~~2017.~~2020. If the ~~2017~~2020 annual meeting takes place more than 30 days before or 30 days after ~~August 23, 2017~~May 30, 2020 (the anniversary of the ~~2016~~2019 annual meeting), ~~as currently contemplated,~~ a stockholder proposal, or any nomination by stockholders of a person or persons for election to the board of directors, will instead be required to be received at our executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the ~~2017~~2020 annual meeting is communicated to stockholders or public disclosure of the date of the ~~2017~~2020 annual meeting is made, whichever occurs first, in order to be considered for presentation at the ~~2017~~2020 annual meeting.

All stockholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, our charter and bylaws and Delaware law.

ADDITIONAL INFORMATION

We file periodic reports, proxy materials and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC 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 SEC at (800) SEC-0330. You may also inspect such filings on the Internet website maintained by the SEC atwww.sec.gov~~www.sec.gov~~. Additional information can also be found on our website atwww.libertymedia.com~~www.libertymedia.com~~. (Information contained on any website referenced in this proxy statement is not incorporated by reference in this proxy statement.)If you would like to receive a copy of ~~our Annual Report on~~the 2018 Form 10-K, ~~for the year ended December 31, 2015,~~ or any of the exhibits listed therein, please call or submit a request in writing to Investor Relations, Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (877) 772-1518, and we will provide you with the ~~Annual Report~~2018 Form 10-K without charge, or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits).

MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on August 23, 2016 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.envisionreports.com/LMC • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch-tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommends a vote FOR all nominees listed in Proposal 1 and FOR Proposal 2. + 1. Election of Directors: For Withhold For Withhold For Withhold 01 - John C. Malone 02 - Robert R. Bennett 03 - M. Ian G. Gilchrist ForAgainst Abstain 2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2016. Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X2 8 6 0 6 7 1 02ECRA MMMMMMMMM C B A Annual Meeting Proxy Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION

70 |

. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — LIBERTY MEDIA CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS August 23, 2016 The undersigned hereby appoint(s) Richard N. Baer and Christopher W. Shean, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Series A Liberty SiriusXM common stock, Series B Liberty SiriusXM common stock, Series A Liberty Braves common stock, Series B Liberty Braves common stock, Series A Liberty Media common stock and/or Series B Liberty Media common stock held by the undersigned at the Annual Meeting of Stockholders to be held at 8:15 a.m., local time, on August 23, 2016, at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, and any adjournment or postponement thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. CONTINUED AND TO BE SIGNED ON REVERSE SIDE

NNNNNNNNNNNN . + NNNNNN C 1234567890 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.envisionreports.com/LMC • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Important Notice Regarding the Availability of Proxy Materials for the Liberty Media Corporation Stockholder Meeting to be Held on August 23, 2016 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at: www.envisionreports.com/LMC Easy Online Access — A Convenient Way to View2019 Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/LMC to view the materials. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before August 9, 2016 to facilitate timely delivery. + 2 8 6 0 6 7 02ECTA NNNNNNNNN Stockholder Meeting Notice1234 5678 9012 345 IMPORTANT ANNUAL MEETING INFORMATION

Statement

TABLE OF CONTENTS

. Stockholder Meeting Notice Liberty Media Corporation’s Annual Meeting of Stockholders will be held on August 23, 2016 at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, at 8:15 a.m., local time. For directions to the Annual Meeting of Stockholders (where you may vote in person), please call (720) 875-5400. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends that you vote FOR all nominees listed in Proposal 1 and FOR Proposal 2. 1.ELECTION [MISSING IMAGE: tv514444_proxycard1.jpg]

TABLE OF DIRECTORS Nominees: 01 - John C. Malone 02 - Robert R. Bennett 03 - M. Ian G. Gilchrist 2.A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2016. PLEASE NOTE – THIS NOTICE IS NOT A PROXY CARD AND ACCORDINGLY YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. g Internet – Go to www.envisionreports.com/LMC. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email – Send an email to investorvote@computershare.com with “Proxy Materials Liberty Media Corporation” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by August 9, 2016. g g 02ECTA

CONTENTS

[MISSING IMAGE: tv514444_proxycard2.jpg]

	Title of Series		Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
Berkshire Hathaway and Mr. Buffett		LSXMA		4,308,117		—		—		4,308,117
Berkshire Hathaway and Mr. Buffett		LSXMK		7,153,027		—		—		7,153,027
Berkshire Hathaway, Mr. Buffett and National Fire		LSXMA		933,391		—		—		933,391
Berkshire Hathaway, Mr. Buffett and National Fire		LSXMK		508,654		—		—		508,654
Berkshire Hathaway, Mr. Buffett and National Indemnity		LSXMA		1,827,072		—		—		1,827,072
Berkshire Hathaway, Mr. Buffett and National Indemnity		LSXMK		4,069,394		—		—		4,069,394
Berkshire Hathaway, Mr. Buffett, GEICO and National Indemnity		LSXMA		7,791,780		—		—		7,791,780
		LSXMK		19,359,910		—		—		19,359,910

Title of Series	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
LSXMA		61,042		13,734		8,755,101		73,692
LSXMK		115,738		56,884		13,838,333		174,495
FWONA		17,345		—		2,270,055		17,345
FWONK		127,736		43,963		16,514,661		163,999



WB	1,965,000	3,135,000	196,500	313,500	491,250	783,750
WB, GEICO and NIC	6,980,980	16,145,817	698,098	1,614,581	1,745,245	4,036,454
WB and NF&MIC	933,391	508,654	93,339	50,865	233,347	127,163
WB and NIC	120,629	210,529	12,062	21,052	30,157	52,632



John C. Malone	530	53	132
Gregory B. Maffei	36,982	3,698	9,245
Albert E. Rosenthaler	6,817	681	1,704
Christopher W. Shean	13,448	1,345	3,364

Total	57,777	5,777	14,445



M. Ian G. Gilchrist	854	—	85	—	213	—
Gregory B. Maffei	1,165,787	2,784,974	116,599	277,295	291,362	692,858
Evan D. Malone	2,697	5,493	269	549	674	1,374
Larry E. Romrell	2,697	5,493	269	549	674	1,374
Albert E. Rosenthaler	33,275	107,393	3,328	10,718	8,316	26,782
Christopher W. Shean	49,911	141,280	4,991	14,108	12,474	35,252

Total	1,255,221	3,044,633	125,541	303,219	313,713	757,640

Name and Address of Beneficial Owner	Title of Class

John C. Malone	LSXMA	1,202,487	(1)	1.2	47.6
c/o Liberty Media Corporation	LSXMB	9,455,341	(1)	95.8
12300 Liberty Boulevard	LSXMK	18,840,628	(1)	8.5
Englewood, CO 80112	BATRA	120,246	(1)	1.2
	BATRB	945,532	(1)	95.8
	BATRK	1,884,062	(1)	8.5
	LMCA	300,619	(1)	1.2
	LMCB	2,363,837	(1)	95.8
	LMCK	4,710,156	(1)	8.5
Berkshire Hathaway	LSXMA	10,000,000	(2)	9.8	5.0
3555 Farnam Street	LSXMB	—		—
Omaha, NE 68131	LSXMK	20,000,000	(2)	9.0
	BATRA	1,000,000	(2)	9.8
	BATRB	—		—
	BATRK	2,000,000	(2)	9.0
	LMCA	2,500,000	(2)	9.8
	LMCB	—		—
	LMCK	5,000,000	(2)	9.0

	Title of Series		Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
FMR, Fidelity M&R, and FMR Co		LSXMA		—		—		—		1,532,700
		LSXMK		—		—		—		45,524
		BATRA		—		—		—		—
		BATRK		—		—		—		—
		FWONA		—		—		—		846,357
FMR and Strategic		LSXMA		6,555		—		—		6,555
		LSXMK		31,744		—		—		31,744
		BATRA		121		—		—		121
		BATRK		909		—		—		909
		FWONA		1,032		—		—		1,032

Name	Title of Series	Amount and Nature of Beneficial Ownership (In thousands)		Percent of Series (%)		Voting Power (%)
John C. Malone Chairman of the Board and Director	LSXMA		1,168(1)(2)(3)		1.1		47.6
	LSXMB		9,455(1)(4)(5)		96.3
	LSXMK		15,462(1)(2)(3)(5)(6)		7.4
	BATRA		117(1)(2)(3)		1.1
	BATRB		946(1)(4)(5)		96.3
	BATRK		3,027(1)(2)(3)(5)(6)		7.6
	FWONA		292(1)(2)(3)		1.1
	FWONB		2,364(1)(4)(5)		96.4
	FWONK		4,653(1)(2)(3)(5)(6)		2.3
	SIRI		267(3)		*		*

Name	Title of Series	Amount and Nature of Beneficial Ownership

		(In thousands)
John C. Malone	LSXMA		1,202	(1)(2)(3)	1.2	47.6
Chairman of the Board	LSXMB		9,455	(1)(2)(4)	95.8
and Director	LSXMK		18,841	(1)(3)(4)(5)	8.5
	BATRA		120	(1)(2)(3)	1.2
	BATRB		946	(1)(2)(4)	95.8
	BATRK		1,884	(1)(3)(4)(5)	8.5
	LMCA		301	(1)(2)(3)(4)(6)	1.2
	LMCB		2,364	(1)(2)(4)	95.8
	LMCK		4,710	(1)(3)(4)(5)(6)	8.5
	SIRI		267	(6)	*	*
Gregory B. Maffei	LSXMA		3,030	(7)(8)	2.9	1.5
President, Chief Executive	LSXMB		—		—
Officer and Director	LSXMK		6,580	(5)(7)(8)	2.9
	BATRA		303	(7)(8)	2.9
	BATRB		—		—
	BATRK		657	(5)(7)(8)	2.9
	LMCA		757	(7)(8)(9)	2.9
	LMCB		—		—
	LMCK		1,642	(5)(7)(8)(9)	2.9
	SIRI		99	(10)	*	*



~~Gregory B. Maffei~~	~~86,537~~
~~Evan D. Malone~~	~~86,637~~
	SIRI
~~Total~~				~~173,174~~
Gregory B. Maffei
		726,643
Evan D. Malone			219,718
Mark D. Carleton			145,559
Total			1,091,920



Robert R. Bennett	—	5,468	—	546	—	1,366
Brian M. Deevy	—	2,843	—	284	—	710
M. Ian G. Gilchrist	—	1,422	—	142	—	355
Evan D. Malone	—	2,625	—	262	—	656
David E. Rapley	—	4,047	—	404	—	1,011
Larry E. Romrell	—	2,625	—	262	—	656
Andrea L. Wong	—	5,468	—	546	—	1,366
Richard N. Baer	9,686	19,372	968	1,937	2,421	4,843

Total	9,686	43,870	968	4,383	2,421	10,963

	2018(1)			2017(1)

Audit fees		$	3,107,000		3,221,000
Audit related fees(2)			72,000		—
Audit and audit related fees			3,179,000		3,221,000
Tax fees(3)			441,000		1,612,000
All other fees			5,000		5,000
Total fees		$	3,625,000		4,838,000

	2015(1)

Audit fees	$	1,730,000	1,584,000
Audit related fees(2)		79,000	32,000

Audit and audit related fees		1,809,000	1,616,000
Tax fees(3)		456,000	548,000

Total fees	$	2,265,000	2,164,000

	Name			Positions
		~~Name~~		~~Positions~~
Richard N. Baer Age: 5962			Mr. Baer has served as Chief Legal Officer of our company, ~~Liberty Interactive,~~Qurate Retail, Liberty TripAdvisor and Liberty Broadband since January ~~2016.~~2016, Liberty Expedia since March 2016 and GCI Liberty since March 2018. He previously served as a Senior Vice President and General Counsel of our company and ~~Liberty Interactive~~Qurate Retail from January 2013 to December 2015, Liberty TripAdvisor from July 2013 to December 2015 and Liberty Broadband from June 2014 to December 2015. Previously, Mr. Baer served as Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated from May 2011 to December 2012. He served as Executive Vice President and General Counsel of Qwest Communications International Inc. from December 2002 to April 2011 and Chief Administrative Officer from August 2008 to April 2011.
	Albert E. Rosenthaler Age: 5659			Mr. Rosenthaler has served as Chief Corporate Development Officer of our company, Qurate Retail, Liberty TripAdvisor, Liberty Broadband and Liberty Expedia since October 2016 and GCI Liberty since March 2018. He previously served as Chief Tax Officer of our company, ~~Liberty Interactive,~~Qurate Retail, Liberty TripAdvisor and Liberty Broadband ~~since~~from January 2016 to September 2016 and Liberty Expedia from March 2016 to September 2016. ~~He previously~~Prior to that, he served as a Senior Vice President of our company (including our predecessor) from May 2007 to December 2015, ~~Liberty Interactive~~Qurate Retail (including its predecessor) from April 2002 to December 2015, Liberty TripAdvisor from July 2013 to December 2015 and Liberty Broadband from June 2014 to December 2015.
	Mark D. Carleton ~~Christopher W. Shean~~ Age: 5058			Mr. ~~Shean~~Carleton has served as ~~the~~ Chief Financial Officer of our company, ~~and Liberty Interactive since November 2011~~Qurate Retail and Liberty Broadband since ~~June 2014. Mr. Shean~~October 2016. He has also served as Chief Financial Officer of GCI Liberty since March 2018 and served as Treasurer from March 2018 to May 2018. He previously served as Chief Development Officer of our company, Qurate Retail, Liberty Broadband and Liberty TripAdvisor from January 2016 to September 2016, as a Senior Vice President of our company ~~(including our predecessor)~~ from ~~May 2007~~January 2013 to December 2015, Liberty Broadband from October 2014 to December 2015, and ~~the Controller~~Qurate Retail from ~~May 2007~~November 2014 to ~~October 2011. He served~~December 2015, and as a Senior Vice President of predecessors of Liberty ~~Interactive~~Media from ~~January 2002 to~~ December ~~2015, the Controller from October 2000 to October 2011 and a Vice President from October 2000~~2003 to January ~~2002.~~2013. Prior to that time, Mr. ~~Shean also~~Carleton served as ~~Senior Vice President~~a partner at KPMG LLP, where he had overall responsibility for the communications sector and ~~Chief Financial Officer~~served on KPMG’s board of ~~Liberty TripAdvisor from July 2013 through December 2015.~~directors.


		~~Submitted by the Members of the Compensation Committee~~ ~~M. Ian G. Gilchrist~~ ~~David E. Rapley~~ ~~Andrea L. Wong~~

	LSXMK		BATRK		FWONK

John C. Malone		373		31		69
Gregory B. Maffei		38,178		3,780		9,467
Albert E. Rosenthaler		7,067		703		1,748
Total		45,618		4,514		11,284


		~~Submitted by the Members of the Audit Committee~~ ~~Brian M. Deevy~~ ~~M. Ian G. Gilchrist~~ ~~Larry E. Romrell~~

~~Individual~~		~~Performance Objectives~~
	Individual			Performance Objectives
	Gregory B. Maffei			• Provide leadership to management team to drive strategies, further enhance brand and increase shareholder value • Support F1 management and Sirius XM management in strategic initiatives • Pursue synergistic acquisitions • Assist subsidiaries with succession plans and hiring of key executives • Pursue optimal capital structure for our company and subsidiaries, including development of additional capital funding strategies • Assist with strategy and succession planning at our company and subsidiaries • Oversee extension of Braves stadium development • Support development of our company’s management team
		• ~~Develop strategic initiatives for our company, assist subsidiaries and equity affiliates with strategic initiatives~~
		• ~~Increase stake in Live Nation~~
		• ~~Support development and goals of management team~~
		• ~~Achieve company financial goals~~
Richard N. Baer			• ~~Provide sound and timely advice to senior management and board on key issues~~
		• Provide effective legal support in connection with mergers, acquisitions, investments and other transactional matters
		• Oversee ~~briefing~~compliance obligations and ~~oral argument of Vivendi appeal~~assist with litigation at our company and ~~explore and, if possible, negotiate settlement~~
		its subsidiaries • Negotiate executive employment arrangements • Facilitate, along with other members of senior management team, sound approach to governance and compliance
		• Provide legal support to, and assess and appropriately manage significant legal matters of, subsidiaries and controlled companies • Assist with succession planning at our company and subsidiaries • Facilitate continued professional development and engagement of legal department staff
	Mark D. Carleton			• Manage relationship with Live Nation • Co-oversee activities of Atlanta Braves subsidiary • Assist Sirius XM in its corporate development and other efforts • Oversee personal and departmental growth of Accounting, Finance and Internal Audit Groups • Support the Accounting department to maintain timely and accurate internal and external financial reports
	Albert E. Rosenthaler			• ~~Continue legislative~~ Lead corporate development efforts,
		including efforts at F1, Sirius XM and our company • ~~Provide effective tax counsel~~ Identify possible acquisition targets; provide analysis and ~~advice on strategic initiatives~~
		evaluation of potential transactions • ~~Obtain closing agreement from the IRS in connection with the Liberty Broadband Spin-Off~~
		• ~~Obtain full or partial acceptance letter from IRS for 2014 Compliance Assurance Process~~
		• ~~Train~~ Oversee, train and develop internal tax staff
~~Christopher W. Shean~~• Increase staffing as needed and oversee personal and departmental growth of corporate development team		• ~~Support Chief Executive Officer in pursuit of optimal capital structure for our company~~
		• ~~Work with Chief Executive Officer on initiatives to improve our liquidity position and achieve company financial goals~~
		• ~~Explore opportunities to maximize value of Braves Holdings~~
		• ~~Assess and optimize functionality of financial reporting team~~
		• ~~Train and develop internal finance staff~~

Name	LMC Maximum Individual Bonus			Percentage Payable		Aggregate Dollar Amount
Gregory B. Maffei		$	5,738,893		62.50%		$	3,586,808
Richard N. Baer		$	787,854		87.50%		$	689,372
Mark D. Carleton		$	819,783		75.00%		$	614,837
Albert E. Rosenthaler		$	797,922		81.25%		$	648,312

Name	LMC Maximum Individual Bonus				Aggregate Dollar Amount

Gregory B. Maffei	$	3,170,476	81.3	%	$	2,576,011
Richard N. Baer	$	525,146	81.3	%	$	426,681
Albert E. Rosenthaler	$	459,000	87.5	%	$	401,625
Christopher W. Shean	$	387,600	81.3	%	$	314,925

	(dollar amounts in millions)
	2018 Forecast			2018 Actual			Actual/Forecast
Revenue(1)		$	11,526.3		$	11,672.4		1.3%
Adjusted OIBDA(1)		$	2,959.7		$	3,001.1		1.4%
Free Cash Flow(1)(2)		$	2,078.8		$	2,161.9		4.0%

(dollar amounts in millions)	2015 Forecast		2015 Actual

Revenue(1)	$	7,123.1	$	7,216.0	101.3	%
Adjusted OIBDA(1)	$	1,848.0	$	1,855.0	100.4	%
Free Cash Flow(1)(2)	$	1,263.3	$	1,357.3	107.4	%

Name	LMC Maximum Corporate Bonus			Percentage Payable		Aggregate Dollar Amount
Gregory B. Maffei		$	3,011,928		92.5%		$	2,786,033
Richard N. Baer		$	507,998		92.5%		$	469,899
Mark D. Carleton		$	493,347		92.5%		$	456,346
Albert E. Rosenthaler		$	493,347		92.5%		$	456,346

Name	LMC Maximum Corporate Bonus				Aggregate Dollar Amount

Gregory B. Maffei	$	1,569,816	100	%	$	1,569,816
Richard N. Baer	$	286,020	100	%	$	286,020
Albert E. Rosenthaler	$	277,771	100	%	$	277,771
Christopher W. Shean	$	277,771	100	%	$	277,771

Name	Individual Performance Bonus			Corporate Performance Bonus			Total Bonus
Gregory B. Maffei		$	3,586,808		$	2,786,033		$	6,372,841
Richard N. Baer		$	689,372		$	469,899		$	1,159,270
Mark D. Carleton		$	614,837		$	456,346		$	1,071,183
Albert E. Rosenthaler		$	648,312		$	456,346		$	1,104,658

Name	Combined Maximum Bonus

Gregory B. Maffei	$	9,607,502	84.6	%
Richard N. Baer	$	1,750,486	84.6	%
Albert E. Rosenthaler	$	1,700,000	88.3	%
Christopher W. Shean	$	1,700,000	84.6	%

	Sirius XM (weighted 82%)									Braves Holdings (weighted 6%)									Live Nation (weighted 12%)

	Revenue			Adjusted OIBDA			Free Cash Flow(1)			Revenue			Adjusted OIBDA			Free Cash Flow(1)			Revenue			Adjusted OIBDA			Free Cash Flow(1)
	(dollars in millions)
Metric weighting		25	%		50	%		25	%		25	%		50	%		25	%		25	%		50	%		25	%
Percentage achieved		9.30	%		12.99	%		106.91	%		(2.88	)%		155.55	%		159.61	%		10.75	%		10.99	%		97.57	%
Vesting percentage		100.00	%		100.00	%		93.80	%		0.00	%		31.10	%		100.00	%		100.00	%		100.00	%		74.60	%
Weighted average vesting					98.46	%								40.56	%								93.65	%
Total weighted vesting percentage														94.40	%

Name and Principal Position (as of 12/31/18)	Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)(6)(7)		Total ($)
John C. Malone Chairman of the Board		2018		2,925		—		—		—		—		215,628		920,790(8)		1,139,343
		2017		1,677		—		—		—		—		224,672		570,733(8)		797,082
		2016		1,482		—		—		—		—		232,747		512,927(8)		747,156
Gregory B. Maffei President and Chief Executive Officer		2018		1,112,188		—		3,024,616		8,830,019		6,372,841		397,703		416,179(9)(10)		20,153,546
		2017		1,059,227		—		1,711,501		10,247,980		6,066,373		401,887		325,295(9)(10)		19,812,263
		2016		1,045,739		928,872		2,296,392		6,907,448		5,043,938		335,068		332,008(9)(10)		16,889,465
Richard N. Baer Chief Legal Officer		2018		656,545		—		1,139,185		—		1,159,270		—		24,517		2,979,517
		2017		487,351		—		1,186,302		—		937,400		—		18,298		2,629,351
		2016		607,856		106,355		16,532		3,073,150		901,500		—		20,534		4,725,927
Mark D. Carleton Chief Financial Officer		2018		683,153		—		850,633		—		1,071,183		331,289		33,677(10)		2,969,935
		2017		669,758		—		885,819		—		1,016,186		304,384		33,227(10)		2,909,374
		2016		781,045		151,773		1,233,631		—		875,500		199,301		34,736(10)		3,275,986
Albert E. Rosenthaler Chief Corporate Development Officer		2018		664,935		—		850,633		—		1,104,658		—		29,494(10)(11)		2,649,720
		2017		553,666		—		885,819		561,640		953,229		—		19,673		2,974,027
		2016		572,161		84,903		1,221,037		—		875,500		—		24,902(11)		2,778,503

Name and Principal Position (as of 12/31/15)

John C. Malone	2015	2,145	—	—	—	—	239,961	670,237	(8)	912,343
Chairman of the Board	2014	1,326	—	—	—	—	246,409	485,716	(8)	733,451
	2013	884	—	—	—	—	252,176	539,176	(8)	792,236
Gregory B. Maffei	2015	960,750	—	1,280,731	5,085,655	4,145,828	99,232	527,975	(9)(10)	12,100,171
President and Chief	2014	1,057,491	—	—	36,668,946	3,349,692	52,641	435,651	(9)(10)	41,564,421
Executive Officer	2013	868,219	—	—	—	2,413,619	9,366	277,561	(9)(10)	3,568,765
Richard N. Baer	2015	437,622	—	—	—	712,701	—	15,701		1,166,024
Senior Vice President	2014	424,875	—	—	—	662,677	—	15,451		1,103,003
and General Counsel	2013	419,100	—	—	—	746,625	—	2,549		1,168,274
Albert E. Rosenthaler	2015	380,340	—	—	4,417,286	679,396	—	14,131		5,491,153
Senior Vice President	2014	440,928	—	—	—	538,560	—	17,305		996,794
	2013	397,761	—	—	—	494,893	—	15,748		908,403
Christopher W. Shean	2015	322,397	—	—	4,417,286	592,696	22,388	16,693	(10)(11)	5,371,460
Senior Vice President	2014	424,784	—	—	—	495,711	17,295	20,449	(10)(11)	958,240
and Chief Financial	2013	396,550	—	—	—	368,792	17,499	13,605		796,446
Officer

	Amounts ($)
Name	2018		2017		2016
John C. Malone		4,635		2,657		2,348
Gregory B. Maffei		4,217		3,432		3,462
Richard N. Baer		5,267		3,988		3,309
Mark D. Carleton		3,677		3,677		4,378
Albert E. Rosenthaler		3,579		3,040		3,207


Years of Service		Vesting Percentage
	Less than 1	0%	%
	1 -– 2	33%	%
	2 -– 3	66%	%
	3 or more	100%	%



				Estimated Future Payouts under Non-Equity Incentive Plan Awards						Estimated Future Payouts under Equity Incentive Plan Awards								Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date			Threshold ($)(1)		Target ($)(1)		Maximum ($)(2)		Threshold (#)(3)		Target (#)(3)		Maximum (#)(4)				Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Gregory B. Maffei
		2/26/2015	(5)		—		—		4,803,750		—		—		—	—			—		—
LMCK		3/31/2015	(6)		—		—		—		—		418,414		—	—			38.20		5,085,655
LMCK		3/31/2015	(6)		—		—		—		—		33,527		—	—			—		1,280,731
Richard N. Baer
		2/26/2015	(5)		—		—		875,243		—		—		—	—			—		—
Albert E. Rosenthaler
		2/26/2015	(5)		—		—		850,000		—		—		—	—			—		—
LMCK		3/4/2015			—		—		—		—		—		—	118,100	(7)		39.65		1,324,066
LMCK		3/4/2015			—		—		—		—		—		—	192,538	(8)		39.65		3,093,219
Christopher W. Shean
		2/26/2015	(5)		—		—		850,000		—		—		—	—			—		—
LMCK		3/4/2015			—		—		—		—		—		—	118,100	(7)		39.65		1,324,066
LMCK		3/4/2015			—		—		—		—		—		—	192,538	(8)		39.65		3,093,219

Name	Grant Date	Committee Action Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards							Estimated Future Payouts under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Committee Action Date	Threshold ($)(1)			Target ($)(1)		Maximum ($)(2)		Threshold (#)(3)		Target (#)(3)		Maximum (#)(4)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Gregory B. Maffei
	3/14/2018(5)				—		—		8,758,485		—		—		—		—		—		—		—
LSXMK	3/5/2018				—		—		—		—		—		—		—		632,752(6)		42.50		7,313,816
BATRK	3/5/2018				—		—		—		—		—		—		—		46,052(6)		23.34		296,457
BATRK	3/5/2018(7)				—		—		—		—		12,279		—		—		—		—		286,592
FWONK	3/5/2018				—		—		—		—		—		—		—		138,655(6)		31.99		1,219,745
FWONK	3/5/2018(7)			��	—		—		—		—		85,590		—		—		—		—		2,738,024
Richard N. Baer
	3/14/2018(5)				—		—		1,435,019		—		—		—		—		—		—		—
LSXMK	3/5/2018(7)				—		—		—		—		16,391		—		—		—		—		696,618
BATRK	3/5/2018(7)				—		—		—		—		2,424		—		—		—		—		56,576
FWONK	3/5/2018(7)				—		—		—		—		12,066		—		—		—		—		385,991
Mark D. Carleton
	3/14/2018(5)				—		—		1,393,631		—		—		—				—		—		—
LSXMK	3/5/2018(7)				—		—		—		—		12,239		—		—		—		—		520,158
BATRK	3/5/2018(7)				—		—		—		—		1,810		—		—		—		—		42,245
FWONK	3/5/2018(7)				—		—		—		—		9,010		—		—		—		—		288,230
Albert E. Rosenthaler
	3/14/2018(5)				—		—		1,393,631		—		—		—				—		—		—
LSXMK	3/5/2018(7)				—		—		—		—		12,239		—		—		—		—		520,158
BATRK	3/5/2018(7)				—		—		—		—		1,810		—		—		—		—		42,245
FWONK	3/5/2018(7)				—		—		—		—		9,010		—		—		—		—		288,230

	Option awards												Stock awards

Name	Number of securities underlying unexercised options (#) Exercisable		Number of securities underlying unexercised options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option exercise price ($)		Option expiration date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Gregory B. Maffei
Option Awards
LMCA		1,161,860		—			—			23.88		12/17/2019		—			—		—			—
LMCK		2,347,777		—			—			23.55		12/17/2019		—			—		—			—
LMCK		—		3,298,724	(1)		—			34.04		12/24/2021		—			—		—			—
LMCK		—		—			418,414	(2)		38.20		03/31/2022		—			—		—			—
RSU Award
LMCK		—		—			—			—		—		—			—		33,527	(3)		1,276,708
Richard N. Baer
Option Awards
LMCA		53,176		53,178	(4)		—			23.66		11/08/2022		—			—		—			—
LMCK		107,428		107,429	(4)		—			23.33		11/08/2022		—			—		—			—
Stock Awards
LMCA		—		—			—			—		—		9,686	(5)		380,176		—			—
LMCK		—		—			—			—		—		19,372	(5)		737,686		—			—
Albert E. Rosenthaler
Option Awards
LMCA		33,163		—			—			23.88		03/19/2020		—			—		—			—
LMCK		67,012		—			—			23.55		03/19/2020		—			—		—			—
LMCK		—		118,100	(6)		—			39.65		03/04/2022		—			—		—			—
LMCK		—		192,538	(7)		—			39.65		03/04/2023		—			—		—			—
Christopher W. Shean
Option Awards
LMCA		1,346		—			—			23.88		12/17/2016		—			—		—			—
LMCA		99,487		—			—			23.88		03/19/2020		—			—		—			—
LMCK		2,720		—			—			23.55		12/17/2016		—			—		—			—
LMCK		201,034		—			—			23.55		03/19/2020		—			—		—			—
LMCK		—		118,100	(6)		—			39.65		03/04/2022		—			—		—			—
LMCK		—		192,538	(7)		—			39.65		03/04/2023		—			—		—			—

	Option Awards				Stock Awards

Name	Number of shares acquired on exercise (#)(1)		Value realized on exercise ($)		Number of shares acquired on vesting (#)(1)		Value realized on vesting ($)
Gregory B. Maffei
LMCA		437,023		6,721,414		—		—
LMCK		883,096		12,690,090		—		—
Richard N. Baer
LMCA		—		—		9,686		381,532
LMCK		—		—		19,372		741,366
Albert E. Rosenthaler
LMCA		66,324		1,038,872		19,091		—	(2)
LMCK		134,022		2,125,269		38,182		—	(2)
Christopher W. Shean
LMCA		—		—		19,091		—	(2)
LMCK		—		—		38,182		—	(2)

Growth Factor

Liberty Media Corporation

25% of a possible 25%

Adjusted OIBDA

50% of a possible 50%

Free Cash Flow

17.5% of a possible 25%