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As filed with the Securities and Exchange Commission on February 18, 2016

REGISTRATION NO. 333-208699

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

Amendment No. 2
to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LIBERTY MEDIA CORPORATION
(Exact name of Registrant as specified in its charter)

12300 Liberty Boulevard, Englewood, Colorado 80112,
(720) 875-5400
(Address, including zip code, and telephone number, including area code, of Registrant's
principal executive offices)

        Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed transactions described herein have been satisfied or waived, as applicable.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.    o

        Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

February 18, 2016

Dear Stockholder:

           You are cordially invited to a special meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 1:30 p.m., local time, on April 11, 2016, at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, telephone (720) 852-7700. A notice of the special meeting, a proxy card and a proxy statement/prospectus containing important information about the matters to be acted on at the special meeting accompany this letter.

           At the special meeting you will be asked to consider and vote on a group of related proposals, which we refer to as the Reclassification and Exchange Proposals, to approve the adoption of an amendment and restatement of our certificate of incorporation (as so amended and restated, the restated charter), among other things, to reclassify and exchange our existing common stock by exchanging the shares of our existing common stock for newly issued shares of three new tracking stocks (collectively, the tracking stocks), to be designated the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock, and to provide for the attribution of the businesses, assets and liabilities of our company among a new SiriusXM Group, a new Braves Group and a new Media Group.

           The Liberty SiriusXM common stock would be newly authorized and issued series of common stock of Liberty Media intended to track and reflect the separate economic performance of the businesses, assets and liabilities to be attributed to the SiriusXM Group, which would initially include: our approximate 60% interest in Sirius XM Holdings Inc. (Sirius XM); a $250 million margin loan obligation incurred by our wholly owned special purpose subsidiary, which is secured primarily by shares of Sirius XM common stock; certain deferred tax liabilities; and $50 million in cash. The Liberty Braves common stock would be newly authorized and issued series of common stock of Liberty Media intended to track and reflect the separate economic performance of the businesses, assets and liabilities to be attributed to the Braves Group, which would initially include: our wholly owned subsidiary Braves Holdings, LLC, which indirectly owns the Atlanta Braves Major League Baseball club and certain assets and liabilities associated with the Atlanta Braves' stadium and mixed use development project (the SunTrust Development Project); all liabilities arising under a note from Braves Holdings, LLC (Braves Holdings) to Liberty Media Corporation, with total capacity of up to $165 million of borrowings by Braves Holdings (the Intergroup Note); and $61 million in cash. The Liberty Media common stock would be newly authorized and issued series of common stock of Liberty Media intended to track and reflect the separate economic performance of the businesses, assets and liabilities to be attributed to the Media Group, which would consist of the remainder of our businesses, assets and liabilities, including: our approximate 27% interest in Live Nation Entertainment, Inc.; our other public company minority investments, including Time Warner Inc. and Viacom Inc.; the Intergroup Note; an approximately 20% inter-group interest in the Braves Group; our interest in any recovery received in connection with the 2013 judgment against Vivendi Universal S.A.; and $50 million in cash. In addition, we would attribute to the Media Group our 1.375% Cash Convertible Senior Notes due 2023 in the principal amount of $1 billion and the Bond Hedge and Warrant Transactions executed concurrently with the issuance of such notes.

           If the Reclassification and Exchange Proposals are approved and the reclassification and exchange is implemented, at the date and time of the effectiveness of the filing with the Delaware Secretary of State of the restated charter each outstanding share of our existing common stock will be reclassified by exchanging each such share for the following upon the cancellation thereof: one newly issued share of the corresponding series of Liberty SiriusXM common stock; 0.1 of a newly issued share of the corresponding series of Liberty Braves common stock; and 0.25 of a newly issued share of the corresponding series of Liberty Media common stock. Cash will be paid in lieu of the issuance of any fractional share interests. Upon the reclassification and exchange, each outstanding share of existing common stock will be cancelled. If the Reclassification and Exchange Proposals are approved and certain other conditions are satisfied (or, if permissible, waived), we will announce the date and time of the reclassification and exchange shortly following the special meeting. We have applied to list each series (Series A, Series B and Series C) of the Liberty SiriusXM common stock and Series A and Series C of each of the Liberty Braves common stock and Liberty Media common stock on the Nasdaq Global Select Market under the symbols "LSXMA," LSXMB," "LSXMK," "BATRA," "BATRK," "LMCA" and "LMCK," respectively. Although no assurance can be given, we currently expect that the Series B Liberty Braves common stock and the Series B Liberty Media common stock will trade on the OTC Markets under the symbols "BATRB" and "LMCB," respectively.

           It is important to note that if the Reclassification and Exchange Proposals are approved and our existing common stock is reclassified by exchanging the shares of our existing common stock for newly issued shares of the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock, our existing common stock will be cancelled and each tracking stock issued in exchange therefor would be intended to reflect the separate economic performance of the businesses, assets and liabilities attributed to the relevant tracking stock group. However, holders of the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock would have no direct investment in the businesses, assets and liabilities attributed to the groups to which those stocks relate. Rather, an investment in any of those stocks would represent an ownership interest in our company as a whole.

           If the reclassification and exchange is completed, we currently intend to conduct a rights offering with holders of the Liberty Braves common stock. The subscription rights would entitle holders to purchase shares of the Series C Liberty Braves common stock based on the number of shares of our Series A, Series B or Series C Liberty Braves common stock held as of a record date, following the completion of the reclassification and exchange, to be determined by our board of directors. Fractional rights would be rounded up to the nearest whole right. Although we discuss the rights offering in this proxy statement/prospectus, this proxy statement/prospectus relates solely to the reclassification and exchange of our common stock by exchanging the shares of our existing common stock for newly issued shares of, and the offer and sale of, the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock. The subscription rights, and the shares of Series C Liberty Braves common stock issuable upon exercise thereof, will be offered and sold by means of a separate prospectus forming a part of a Registration Statement on Form S-3 to be filed by Liberty Media after the special meeting. The proceeds of the rights offering would be attributed to the Braves Group and used to repay the Intergroup Note from the Braves Group to the Media Group, as well as for general corporate purposes.

           Our board of directors has unanimously approved and declared advisable the restated charter, and unanimously recommends that you vote "FOR," each of the Reclassification and Exchange Proposals.

           Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please vote as soon as possible to make sure that your shares are represented.

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

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

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Proposals (as defined herein) or the securities being offered in the reclassification and exchange or has passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

           Investing in the securities of Liberty Media involves risks. See "Risk Factors" beginning on page 26.

           The accompanying proxy statement/prospectus is dated February 18, 2016, and is first being mailed on or about February 24, 2016, to the stockholders of record as of 5:00 p.m., New York City time, on February 22, 2016.

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HOW YOU CAN FIND ADDITIONAL INFORMATION

        Liberty Media is subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and, in accordance with the Exchange Act, files periodic reports and other information with the Securities and Exchange Commission (SEC). In addition, this proxy statement/prospectus incorporates important business and financial information about Liberty Media from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain copies of documents filed by Liberty Media with the SEC, including the documents incorporated by reference in this proxy statement/prospectus, through the SEC website at http://www.sec.gov or by contacting Liberty Media by writing or telephoning the office of Investor Relations:

Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Telephone: (877) 772-1518

        If you would like to request any documents from Liberty Media please do so by five business days before the date of the special meeting in order to receive them before the special meeting. If you request any documents, they will be mailed to you by first class mail, or another equally prompt means, within one business day after your request is received.

        See "Additional Information—Where You Can Find More Information" beginning on page 92.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on April 11, 2016

        NOTICE IS HEREBY GIVEN of the special meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 1:30 p.m., local time, on April 11, 2016, at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, telephone (720) 852-7700, to consider and vote on the following proposals:

•

a proposal (which we refer to as the Tracking Stock Proposal) to approve the adoption of an amendment and restatement of our certificate of incorporation, among other things, to reclassify and exchange our existing common stock by exchanging the shares of our existing common stock for newly issued shares of three new tracking stocks, to be designated the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock, and to provide for the attribution of the businesses, assets and liabilities of our company among a new SiriusXM Group, a new Braves Group and a new Media Group, respectively;



•

a proposal (which we refer to as the Recapitalization Proposal) to approve the adoption of an amendment and restatement of our certificate of incorporation, in connection with the reclassification and exchange of our existing common stock, among other things, to reclassify and exchange each outstanding share of our existing Series A, Series B and Series C common stock by exchanging each such share for the following upon the cancellation thereof: one newly issued share of the corresponding series of Liberty SiriusXM common stock; 0.1 of a newly issued share of the corresponding series of Liberty Braves common stock; and 0.25 of a newly issued share of the corresponding series of Liberty Media common stock;



•

a proposal (which we refer to as the Optional Conversion Proposal) to approve the adoption of an amendment and restatement of our certificate of incorporation, in connection with the reclassification and exchange of our existing common stock, among other things, to provide the board of directors with discretion to convert shares of common stock intended to track the performance of any of the SiriusXM Group, the Braves Group or the Media Group into common stock intended to track the performance of one of such other groups;



•

a proposal (which we refer to as the Group Disposition Proposal) to approve the adoption of an amendment and restatement of our certificate of incorporation, in connection with the reclassification and exchange of our existing common stock, among other things, to provide the board of directors with discretion to permit the sale of all or substantially all of the assets of a group without a vote of the holders of the stock of that group, if the net proceeds of such sale are distributed to holders of that stock by means of a dividend or redemption, that stock is converted into stock of another group or a combination of the foregoing is effected, unless such vote is otherwise required by applicable law; and



•

a proposal (which we refer to as the Adjournment Proposal) to authorize the adjournment of the special meeting by Liberty Media to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the Reclassification and Exchange Proposals.

        Each of the Tracking Stock Proposal, the Recapitalization Proposal, the Optional Conversion Proposal and the Group Disposition Proposal (collectively, the Reclassification and Exchange Proposals) is dependent on the others, and none of them will be implemented unless they are all approved at the special meeting.

        We encourage you to read the accompanying proxy statement/prospectus in its entirety before voting. The form of our proposed amended and restated charter, which would implement the reclassification and exchange, is included as Annex C to this proxy statement/prospectus.

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        Holders of record of our Series A common stock, par value $0.01 per share, Series B common stock, par value $0.01 per share, and Series C common stock, par value $0.01 per share, in each case outstanding as of 5:00 p.m., New York City time, on February 22, 2016, the record date for the special meeting, are entitled to notice of the special meeting and to vote on the proposals to be considered at the special meeting or any adjournment or postponement thereof, pursuant to our certificate of incorporation and the General Corporation Law of the State of Delaware.

        Each of the Reclassification and Exchange Proposals requires (i) the affirmative vote of the holders of at least a majority of the aggregate voting power of the shares of our Series A common stock and Series B common stock outstanding and entitled to vote at the special meeting, voting together as a single class, and (ii) the affirmative vote of the holders of at least a majority of the aggregate voting power of the shares of our Series A common stock, Series B common stock and Series C common stock outstanding and entitled to vote at the special meeting, voting together as a single class (collectively, the Reclassification and Exchange Approval). The holders of record of our Series A common stock, Series B common stock and Series C common stock are entitled to vote at the special meeting on the Reclassification and Exchange Proposals. Pursuant to our certificate of incorporation, the holders of record of our Series A common stock are entitled to one vote per share, the holders of record of our Series B common stock are entitled to ten votes per share, and the holders of record of our Series C common stock are entitled to 1/100 of a vote per share, in each case, on each of the Reclassification and Exchange Proposals. The Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the aggregate voting power of the shares of our Series A and Series B common stock outstanding and entitled to vote at the special meeting that are present, in person or by proxy, at the special meeting, voting together as a single class. Only the holders of record of our Series A common stock and holders of record of our Series B common stock are entitled to vote at the special meeting on the Adjournment Proposal. Pursuant to our certificate of incorporation, the holders of record of our Series A common stock are entitled to one vote per share, and the holders of record of our Series B common stock are entitled to ten votes per share, in each case, on the Adjournment Proposal.

        Our board of directors has carefully considered, approved, and declared advisable the amended and restated certificate of incorporation, and recommends that stockholders entitled to vote at the special meeting vote "FOR" each of the Reclassification and Exchange Proposals and the Adjournment Proposal. Votes may be cast in person or by proxy at the special meeting or prior to the meeting by telephone or through the Internet. A list of stockholders entitled to vote at the special meeting will be available at Liberty Media's offices in Englewood, Colorado, for review by its stockholders for any purpose germane to the special meeting for at least 10 days prior to the special meeting.

        YOUR VOTE IS IMPORTANT.    Liberty Media urges you to vote as soon as possible by telephone, Internet or mail.

		By order of the board of directors,
		Pamela L. Coe Senior Vice President, Secretary and Deputy General Counsel

Englewood, Colorado
February 18, 2016

Please execute and return the enclosed proxy promptly, whether or not you intend to be present at the special meeting.

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QUESTIONS AND ANSWERS

        The questions and answers below highlight only selected information about the special meeting and how to vote your shares. You should read carefully the entire proxy statement/prospectus, including the Annexes and the additional documents incorporated by reference herein, to fully understand the proposals to be considered and voted on at the special meeting.

Q:

When and where is the special meeting?

A:

The special meeting will be held at 1:30 p.m., local time, on April 11, 2016, at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, telephone (720) 852-7700.

Q:

What is the record date for the special meeting?

A:

The record date for the special meeting is 5:00 p.m., New York City time, on February 22, 2016.

Q:

What is the purpose of the special meeting?

A:

To consider and vote on the Reclassification and Exchange Proposals, which are a group of four related proposals to approve the adoption of an amendment and restatement of our certificate of incorporation (as so amended and restated, the restated charter), among other things, to: reclassify and exchange our existing common stock by exchanging the shares of our existing common stock for newly issued shares of three new tracking stocks, to be designated the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock; to provide for the attribution of the businesses, assets and liabilities of our company among a new SiriusXM Group, a new Braves Group and a new Media Group; to provide for the ratios in which a share of each series of our existing common stock will be exchanged for newly issued shares of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock; and to provide our board with the discretion to take actions regarding, among others, converting the newly issued shares of common stock intended to track the performance of any of the SiriusXM Group, the Braves Group or the Media Group into common stock intended to track the performance of one of such other groups and the sale of all or substantially all of the assets of a group without a vote of the holders of the stock of that group, if the net proceeds of such sale are distributed to holders of that stock by means of a dividend or redemption, that stock is converted into stock of another group or a combination of the foregoing is effected, unless otherwise required by applicable law.

At the special meeting, holders of our Series A and Series B common stock will also be asked to consider and vote on the Adjournment Proposal, which is a proposal to authorize the adjournment of the special meeting by Liberty Media to permit further solicitation of proxies, as necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the Reclassification and Exchange Proposals. We refer to the Reclassification and Exchange Proposals and the Adjournment Proposal collectively as the Proposals.

Q:

What stockholder vote is required to approve each of the Proposals?

A:

Each of the Reclassification and Exchange Proposals (the Tracking Stock Proposal, the Recapitalization Proposal, the Optional Conversion Proposal and the Group Disposition Proposal) requires (i) the affirmative vote of the holders of at least a majority of the aggregate voting power of the shares of our Series A common stock and Series B common stock outstanding on the record date and entitled to vote at the special meeting, voting together as a single class, and (ii) the affirmative vote of the holders of at least a majority of the aggregate voting power of the shares of our Series A common stock, Series B common stock, and Series C common stock outstanding on the record date and entitled to vote at the special meeting, voting together as a single class. Each

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of the Reclassification and Exchange Proposals is dependent on the others, and none of them will be implemented unless they are all approved at the special meeting. The holders of record of our Series A common stock, Series B common stock and Series C common stock are entitled to vote at the special meeting on the Reclassification and Exchange Proposals.

The Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the aggregate voting power of the shares of our Series A and Series B common stock outstanding on the record date and entitled to vote that are present, in person or by proxy, at the special meeting, voting together as a single class. Only the holders of record of our Series A common stock and holders of record of our Series B common stock are entitled to vote at the special meeting on the Adjournment Proposal.

As of the record date for the special meeting, Liberty Media's directors and executive officers beneficially owned 49.9% of the total voting power of the outstanding shares of our common stock. As of the record date, John C. Malone, our Chairman of the Board, beneficially owned 47.3% of the total voting power of the outstanding shares of Series A, Series B and Series C common stock and 47.7% of the total voting power of the outstanding shares of Series A and Series B common stock. Liberty Media has been informed that all of its executive officers and directors intend to vote "FOR" each of the Proposals.

Q:

How many votes do stockholders have?

A:

At the special meeting, (i) holders of Series A common stock have one vote per share, (ii) holders of Series B common stock have ten votes per share and (iii) holders of Series C common stock have 1/100 of a vote per share. Only shares owned as of the record date are eligible to vote at the special meeting.

Q:

What if the Reclassification and Exchange Proposals are not approved?

A:

All of the Reclassification and Exchange Proposals must be approved for the reclassification and exchange to be implemented. If all of the Reclassification and Exchange Proposals are not approved, the restated charter will not be filed with the Delaware Secretary of State and our existing common stock will not be reclassified and exchanged, and no shares of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will be authorized or issued.

Q:

Why is Liberty Media seeking approval of the Adjournment Proposal?

A:

To ensure that a sufficient number of shares are present and entitled to vote at the special meeting on the Reclassification and Exchange Proposals, Liberty Media may need to adjourn the special meeting to solicit additional proxies. If no adjournment were effected and the Reclassification and Exchange Proposals do not receive the requisite approval at the special meeting because there were insufficient votes represented at the special meeting, Liberty Media would need to call a new stockholders' meeting at which it may again seek stockholder approval of the Reclassification and Exchange Proposals, which could significantly delay Liberty Media's ability to implement the reclassification and exchange.

Q:

What do stockholders need to do to vote on the Proposals?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, you should complete, sign, date and return the enclosed proxy card by mail, or vote by the telephone or through the Internet, in each case as soon as possible so that your shares are represented and voted at the special meeting. Instructions for voting by telephone or through the Internet are printed on the proxy voting instructions attached to the proxy card. In

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order to vote through the Internet, have your proxy card available so you can input the required information from the card, and log onto the Internet website address shown on the proxy card. When you log onto the Internet website address, you will receive instructions on how to vote your 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. Alternatively, you may also vote in person at the special meeting.

Stockholders who have shares registered in the name of a broker, bank or other nominee should follow the voting instruction card provided by their broker, bank or other nominee. We recommend that you vote by proxy even if you plan to attend the special meeting. You may change your vote at the special meeting.

If a proxy is properly executed and submitted by a record holder without indicating any voting instructions, the shares of Series A, Series B or Series C common stock represented by the proxy will be voted "FOR" each of the Proposals.

Q:

If shares are held in "street name" by a broker, bank or other nominee, will the broker, bank or other nominee vote those shares for the beneficial owner on the Proposals?

A:

If you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any of the Proposals. Accordingly, your broker, bank or other nominee will vote your shares held in "street name" on the Proposals only if you provide instructions on how to vote. 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 Proposal, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to that Proposal, these shares are considered "broker non-votes" with respect to that Proposal.

Broker non-votes will not count as present and entitled to vote for purposes of determining a quorum. They will have no effect (if a quorum is present) on the Adjournment Proposal, as that vote is based on the voting power of the shares of our common stock present and entitled to vote at the special meeting. Broker non-votes will, however, have the same effect as a vote "AGAINST" each of the Reclassification and Exchange Proposals, as that vote is based on the voting power of the shares of our common stock outstanding and entitled to vote at the special meeting. You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of common stock or when granting or revoking a proxy.

Q:

What if I do not vote on the Proposals?

A:

If you do not submit a proxy or you do not vote in person at the special meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum. Your failure to vote will have no effect on determining whether the Adjournment Proposal is approved (if a quorum is present), as that vote is based on the voting power of the shares of our common stock present and entitled to vote at the special meeting. However, in the case of each of the Reclassification and Exchange Proposals, your failure to vote will have the same effect as a vote "AGAINST" each of the Reclassification and Exchange Proposals, as that vote is based on the voting power of the shares of our existing common stock outstanding and entitled to vote at the special meeting. If you submit a proxy but do not indicate how you want to vote, your proxy will be counted as a vote "FOR" each of the Proposals.

Q:

What if a quorum is not present at the special meeting?

A:

In order to conduct the business of the special meeting, a quorum must be present. This means that at least a majority of the aggregate voting power represented by the shares of our common

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stock outstanding on the record date and entitled to vote at the special meeting must be represented at the special meeting either in person or by proxy. Because applicable New York Stock Exchange and Nasdaq Stock Market LLC rules do not permit discretionary voting by brokers with respect to any of the Proposals, broker non-votes will not count as present and entitled to vote for purposes of determining a quorum. This may make it more difficult to establish a quorum at the special meeting. If a quorum is not present at the special meeting, the chairman of the meeting may adjourn it in accordance with the provisions of Liberty Media's bylaws for the purpose of soliciting additional proxies.

Q:

What if I respond and indicate that I am abstaining from voting?

A:

If you submit a proxy in which you indicate that you are abstaining from voting, your shares will count as present for purposes of determining a quorum, but your proxy will have the same effect as a vote "AGAINST" each of the Proposals.

Q:

May stockholders change their vote after returning a proxy card or voting by telephone or over the Internet?

A:

Yes. You may change your vote by voting in person at the special meeting or, before the start of the special meeting, by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Media Corporation, c/o Computershare Trust Company, N.A., P.O. Box 43102, Providence, Rhode Island 02940. Any proxy revocation or new proxy must be received before the start of the special meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by that method) not later than 2:00 a.m., New York City time, on April 11, 2016.

Your attendance at the special 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 who you previously contacted with voting instructions, you should contact your broker, bank or other nominee to change your vote.

Q:

When will the reclassification and exchange occur?

A:

We currently expect that if all of the Reclassification and Exchange Proposals are approved at the special meeting, and at that time all of the other conditions to the reclassification and exchange are satisfied (or, if applicable, waived), we will implement the reclassification and exchange as soon as practicable after the special meeting by filing the restated charter with the Secretary of State of the State of Delaware. We will issue a press release as to the date and time at which we so file the restated charter.

Q:

Are there any other material conditions to the reclassification and exchange?

A:

Yes. In addition to receipt of the Reclassification and Exchange Approval at the special meeting, implementation of the reclassification and exchange is conditioned on:

•

the receipt by us of a favorable opinion from Baker Botts L.L.P. as to certain tax implications of the reclassification;

•

the effectiveness under the Securities Act of 1933, as amended (the Securities Act), of the Registration Statement on Form S-4, of which this proxy statement/prospectus forms a part, relating to the offer and sale of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock resulting from the Transaction (as defined below);

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•

the effectiveness of the registration of each of the Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock under Section 12(b) of the Exchange Act;



•

the approval of The Nasdaq Stock Market LLC (Nasdaq) for listing of the Series A and Series C Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock; and



•

the receipt of any other regulatory or contractual approvals that the board determines to obtain.

Receipt of the Reclassification and Exchange Approval and the satisfaction of all of the conditions, other than the condition in the last bullet point above, are non-waivable. Our board reserves the right to waive the condition set forth in the last bullet point above.

In addition, in connection with our discussions with Major League Baseball regarding applicable approvals or requirements that will be needed to create the Liberty Braves common stock and, hence, complete the reclassification and exchange, we have agreed that: (i) our restated charter will provide that (a) employees of MLB and related entities may not own Liberty Braves common stock, (b) persons who are employed by or otherwise associated with an MLB Club other than the Atlanta Braves may not own 5% or more of the number of outstanding shares of Liberty Braves common stock, and (c) no person may own 10% or more of the number of outstanding shares of Liberty Braves common stock unless, in the case of this clause (c), such person is expressly approved by the Office of the Commissioner of Baseball (BOC) or qualifies as an exempt person (which is generally defined to include our Chairman John C. Malone, Chief Executive Officer Gregory B. Maffei, the Chairman of Braves Holdings, LLC Terence McGuirk and certain of their related persons), (ii) our restated charter will provide that the voting rights for each share of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will be fixed, and (iii) we will provide a full release and indemnification of the BOC and the other 29 MLB clubs with respect to any litigation arising out of or relating to the issuance or existence of the Liberty Braves common stock. For more information regarding these charter provisions, see "The Reclassification and Exchange Proposals—Other Provisions of the Restated Charter—Restrictions on Ownership; Transfer of Excess Shares to a Trust."

Q:

Can you terminate the reclassification and exchange?

A:

Our board of directors reserves the right to abandon the reclassification and exchange at any time before the effectiveness of the filing of the restated charter with the Secretary of State of the State of Delaware, even after all of the Reclassification and Exchange Proposals have been approved by our stockholders and the other conditions to the reclassification and exchange have been satisfied or waived, as applicable.

Q:

If the reclassification and exchange is implemented, what do I need to do with my shares of existing common stock?

A:

All shares of our existing common stock will be cancelled upon the reclassification and exchange.

If you currently hold shares of our existing common stock through book-entry, your account will be credited with the applicable number and series of newly issued shares of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock you are entitled to receive in the reclassification and exchange.

If you currently hold shares of our existing common stock in certificated form, you will receive a letter of transmittal from our transfer agent asking that you surrender your stock certificates for stock certificates representing the applicable number and series of newly issued shares of Liberty

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SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock that you are entitled to receive in the reclassification and exchange.

Fractional share interests will not be issued as a result of the reclassification and exchange. Rather, you will receive cash in lieu of any fractional share interests to which you would otherwise be entitled as a result of the reclassification and exchange.

Q:

How will my investment in Liberty Media change if the reclassification and exchange is implemented and my shares of Liberty Media's existing common stock are cancelled and exchanged for shares of the tracking stocks?

A:

If the reclassification and exchange is implemented, our existing common stock will be cancelled and our tracking stock issued in exchange therefor would be intended to reflect the separate economic performance of the businesses, assets and liabilities attributed to the relevant tracking stock group. While the SiriusXM Group, Braves Group and Media Group would have separate collections of businesses, assets and liabilities attributed to them, none of these groups will be separate legal entities and therefore cannot own assets, issue securities or enter into legally binding agreements. Hence, holders of the Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock would have no direct claim to the relevant group's assets, and would not be represented by a separate board of directors. Instead, holders of those stocks would be stockholders of Liberty Media Corporation, with a single board of directors and subject to all of the risks and liabilities of Liberty Media as a whole.

In addition, our board of directors would have the ability to declare a dividend payable to holders of a single tracking stock and not to holders of either of the other two tracking stocks. For example, if the reclassification and exchange is completed, we currently intend to conduct a rights offering only with holders of Liberty Braves common stock, with each holder of such stock receiving a subscription right to purchase shares of Series C Liberty Braves common stock. The holders of Liberty SiriusXM Common Stock and Liberty Media Common Stock will not receive any corresponding dividend.

For a detailed discussion of the differences between our existing common stock and the proposed tracking stocks, please see "Description of Liberty SiriusXM Common Stock, Liberty Braves Common Stock and Liberty Media Common Stock Under our Restated Charter and Comparison to Our Existing Common Stock under our Current Charter."

Q:

What are the tax consequences of the reclassification and exchange to me?

A:

It is a nonwaivable condition to the reclassification and exchange that we receive an opinion from our tax counsel to the effect that, among other things, no income, gain or loss will be recognized by you for U.S. federal income tax purposes as a result of the reclassification and exchange (except with respect to the receipt by you of any cash in lieu of fractional shares of our Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock). For a complete summary of the material U.S. federal income tax consequences of the reclassification and exchange to holders of our existing common stock, please see the section entitled "Material U.S. Federal Income Tax Consequences."

Q:

What do I do if I have additional questions?

A:

If you have any questions prior to the special meeting or if you would like copies of any document referred to or incorporated by reference in this proxy statement/prospectus, please call Investor Relations at (877) 772-1518.

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RISK FACTORS

         In addition to the other information contained in, incorporated by reference in or included as an Annex to this proxy statement/prospectus, you should carefully consider the following risk factors in deciding whether to vote to approve the Reclassification and Exchange Proposals.

        The risk factors described in this section have been separated into two groups:

•

risks that relate to our proposed tracking stock structure; and



•

risks that relate to Liberty Media and the businesses to be attributed to the SiriusXM Group, the Braves Group and the Media Group.

        The risks described below and elsewhere in this proxy statement/prospectus are not the only ones that relate to the Transaction and an investment in Liberty Media. The risks described below are considered to be the most material. However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on Liberty Media or an investment in the Liberty SiriusXM common stock, the Liberty Braves common stock or the Liberty Media common stock. Past financial performance may not be a reliable indicator of future performance and historical trends may not foretell results or trends in future periods especially given the current economic environment.

        If any of the events described below were to occur, the businesses, prospects, financial condition, results of operations and/or cash flows to be attributed to the new SiriusXM Group, the new Braves Group or the new Media Group could be materially adversely affected. In any such case, the price of any or all of our tracking stocks could decline, perhaps significantly.

        For the purposes of these risk factors, unless the context otherwise indicates, we have assumed that the Reclassification and Exchange Proposals have been approved and that the Transaction has been completed.

Risks Related to our Proposed Tracking Stock Structure

        Holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock are common stockholders of our company and, therefore, are subject to risks associated with an investment in our company as a whole, even if a holder does not own shares of common stock of all of our groups.    Even though we have attributed, for financial reporting purposes, all of our consolidated assets, liabilities, revenue, expenses and cash flows among the SiriusXM Group, the Braves Group and the Media Group in order to prepare the separate financial statement schedules included in this proxy statement/prospectus for each of those groups, we will retain legal title to all of our assets and our tracking stock capitalization will not limit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules. Holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will not have any legal rights related to specific assets attributed to their associated group and, in any liquidation, holders of Liberty SiriusXM common stock, holders of Liberty Braves common stock and holders of Liberty Media common stock will be entitled to receive a pro rata share of our available net assets based on their respective numbers of liquidation units. See "The Reclassification and Exchange Proposals—Description of Liberty SiriusXM Common Stock, Liberty Braves Common Stock and Liberty Media Common Stock Under Our Restated Charter and Comparison to Our Existing Common Stock Under Our Current Charter—Liquidation."

        Our board of directors' ability to reattribute businesses, assets and expenses between and among tracking stock groups may make it difficult to assess the future prospects of our tracking stock groups based on past performance.    Our board of directors is vested with discretion to reattribute businesses, assets and liabilities that are attributed to one tracking stock group to another tracking stock group, without the

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approval of any of our stockholders. See "The Reclassification and Exchange Proposals—Management and Allocation Policies." Any such reattribution made by our board, as well as the existence, in and of itself, of the right to effect a reattribution may impact the ability of investors to assess the future prospects of the businesses and assets attributed to a tracking stock group, including liquidity and capital resource needs, based on past performance. Stockholders may also have difficulty evaluating the liquidity and capital resources of the businesses and assets attributed to each group based on past performance, as our board of directors may use one group's liquidity to fund another group's liquidity and capital expenditure requirements through the use of inter-group loans and inter-group interests.

        We could be required to use assets attributed to one group to pay liabilities attributed to another group.    The assets attributed to one group are potentially subject to the liabilities attributed to another group, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to such other group. While our current management and allocation policies provide that reattributions of assets between groups will result in the creation of an inter-group loan or an inter-group interest or an offsetting reattribution of cash or other assets, no provision of our restated charter prevents us from satisfying liabilities of one group with assets of another group, and our creditors will not in any way be limited by our tracking stock capitalization from proceeding against any assets they could have proceeded against if we did not have a tracking stock capitalization.

        The market price of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock may not reflect the performance of the businesses and assets attributed to the SiriusXM Group, the Braves Group and the Media Group, respectively, as we intend.    We cannot assure you that the market price of the common stock related to a group will, in fact, reflect the performance of the group of businesses, assets and liabilities attributed to that group. Holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will be common stockholders of our company as a whole and, as such, will be subject to all risks associated with an investment in our company and all of our businesses, assets and liabilities. As a result, the market price of each tracking stock may, in part, reflect events that are intended to be reflected or tracked by a different tracking stock of our company. In addition, investors may discount the value of the stock related to a group because it is part of a common enterprise rather than a stand-alone entity.

        The market price of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock may be volatile, could fluctuate substantially and could be affected by factors that do not affect traditional common stock.    We do not know how the market will react to the Transaction. In addition, to the extent the market prices of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock track the performance of more focused groups of businesses, assets and liabilities than our existing common stock does, the market prices of these new tracking stocks may be more volatile than the market price of our existing common stock has been historically. The market prices of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock may be materially affected by, among other things:

•

actual or anticipated fluctuations in a group's operating results or in the operating results of particular companies attributable to such group;



•

potential acquisition activity by our company (regardless of the group to which it is attributed) or the companies in which we invest;



•

issuances of debt or equity securities to raise capital by our company or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the groups;



•

changes in financial estimates by securities analysts regarding Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock or the companies attributable to our tracking stock groups;

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•

the complex nature and the potential difficulties investors may have in understanding the terms of our three new tracking stocks, as well as concerns regarding the possible effect of certain of those terms on an investment in our stocks; and



•

general market conditions.

        We cannot assure you that the combined market value of the shares of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock that you receive in exchange for one share of our existing common stock as result of the Transaction will equal or exceed the current market value of that share of our existing common stock. In addition, until an orderly trading market develops for Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock following the Transaction, the trading prices of those stocks may fluctuate significantly.

        The market value of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock could be adversely affected by events involving the assets and businesses attributed to one or more of the other groups.    Because we will be the issuer of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock, an adverse market reaction to events relating to the assets and businesses attributed to one of our groups, such as earnings announcements or announcements of new products or services, acquisitions or dispositions that the market does not view favorably, may cause an adverse market reaction in the common stock of the other groups. This could occur even if the triggering event is not material to us as a whole. Certain events may also have a greater impact on one group than the same triggering event would have on another group due to the asset composition of the affected group. In addition, the incurrence of significant indebtedness by us or any of our subsidiaries on behalf of one group, including indebtedness incurred or assumed in connection with acquisitions of or investments in businesses, could affect our credit rating and that of our subsidiaries and, therefore, could increase the borrowing costs of businesses attributable to our other groups or the borrowing costs of our company as a whole.

        We may not pay dividends equally or at all on Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock.    We do not presently intend to pay cash dividends on Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock for the foreseeable future. However, we will have the right to pay dividends on the shares of common stock related to each group in equal or unequal amounts, and we may pay dividends on the shares of common stock related to one group and not pay dividends on shares of common stock related to another group. In addition, any dividends or distributions on, or repurchases of, shares relating to a group will reduce our assets legally available to be paid as dividends on the shares relating to another group.

        Our new tracking stock capital structure could create conflicts of interest, and our board of directors may make decisions that could adversely affect only some holders of our common stock.    Our new tracking stock capital structure could give rise to occasions when the interests of holders of stock related to one group might diverge or appear to diverge from the interests of holders of stock related to one or both of the other groups. In addition, given the nature of their businesses, there may be inherent conflicts of interests between the SiriusXM Group, the Braves Group and the Media Group. Our tracking stock groups are not separate entities and thus holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will not have the right to elect separate boards of directors. As a result, our company's officers and directors owe fiduciary duties to our company as a whole and all of our stockholders as opposed to only holders of a particular group. Decisions deemed

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to be in the best interest of our company and all of our stockholders may not be in the best interest of a particular group or groups when considered independently. Examples include:

•

decisions as to the terms of any business relationships that may be created between groups, such as between the SiriusXM Group and the Braves Group or between the SiriusXM Group and the Media Group;



•

the terms of any reattributions of assets between one or more groups;



•

decisions as to the allocation of consideration among the holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock, or among the series of stocks relating to our groups, to be received in connection with a merger involving our company;



•

decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic business objectives of more than one group;



•

decisions as to operational and financial matters that could be considered detrimental to one or more groups but beneficial to another;



•

decisions as to the conversion of shares of common stock of one group into shares of common stock of another;



•

decisions regarding the creation of, and, if created, the subsequent increase or decrease of any inter-group interest that one group may own in another group;



•

decisions as to the internal or external financing attributable to businesses or assets attributed to any of our groups;



•

decisions as to the dispositions of assets of any of our groups; and



•

decisions as to the payment of dividends on the stock relating to any of our groups.

        Our directors' or officers' equity ownership may create or appear to create conflicts of interest.    If directors or officers own disproportionate interests (in percentage or value terms) in Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock, that disparity could create or appear to create conflicts of interest when they are faced with decisions that could have different implications for the holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock.

        Other than pursuant to the management and allocation policies described in this proxy statement/prospectus, we have not adopted any specific procedures for consideration of matters involving a divergence of interests among holders of shares of stock relating to our three groups, or among holders of different series of stock relating to a specific group. Rather than develop additional specific procedures in advance, our board of directors intends to exercise its judgment from time to time, depending on the circumstances, as to how best to:

•

obtain information regarding the divergence (or potential divergence) of interests;



•

determine under what circumstances to seek the assistance of outside advisers;



•

determine whether a committee of our board of directors should be appointed to address a specific matter and the appropriate members of that committee; and



•

assess what is in our company's best interests and the best interests of all of our stockholders.

        Our board of directors believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweighs any perceived advantages of adopting additional specific procedures in advance. See "The Reclassification and Exchange Proposals—Management and Allocation Policies."

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        Our board of directors may change the management and allocation policies following their implementation to the detriment of one or more groups without stockholder approval.    Our board of directors intends to adopt certain management and allocation policies described in this proxy statement/prospectus to serve as guidelines in making decisions regarding the relationships among the SiriusXM Group, the Braves Group and the Media Group with respect to matters such as tax liabilities and benefits, inter-group loans, inter-group interests, attribution of assets, financing alternatives, corporate opportunities and similar items. These policies also set forth the initial focuses and strategies of these groups and the initial attribution of our businesses, assets and liabilities among them. See "The Reclassification and Exchange Proposals—Management and Allocation Policies." These policies will not be included in the restated charter. Our board of directors may at any time change or make exceptions to these policies. Because these policies relate to matters concerning the day-to-day management of our company as opposed to significant corporate actions, such as a merger involving our company or a sale of substantially all of our assets, no stockholder approval is required with respect to their adoption or amendment. A decision to change, or make exceptions to, these policies or adopt additional policies could disadvantage one or more groups while advantaging the other(s).

        Holders of shares of stock relating to a particular group may not have any remedies if any action by our directors or officers has an adverse effect on only that stock, or on a particular series of that stock.    Principles of Delaware law and the provisions of our restated charter may protect decisions of our board of directors that have a disparate impact upon holders of shares of stock relating to a particular group, or upon holders of any series of stock relating to a particular group. Under Delaware law, the board of directors has a duty to act with due care and in the best interests of all of our stockholders, regardless of the stock, or series, they hold. Principles of Delaware law established in cases involving differing treatment of multiple classes or series of stock provide that a board of directors owes an equal duty to all stockholders and does not have separate or additional duties to any subset of stockholders. Judicial opinions in Delaware involving tracking stocks have established that decisions by directors or officers involving differing treatment of holders of tracking stocks may be judged under the business judgment rule. In some circumstances, our directors or officers may be required to make a decision that is viewed as adverse to the holders of shares relating to a particular group or to the holders of a particular series of that stock. Under the principles of Delaware law and the business judgment rule referred to above, you may not be able to successfully challenge decisions that you believe have a disparate impact upon the stockholders of one of our groups if a majority of our board of directors is disinterested and independent with respect to the action taken, is adequately informed with respect to the action taken and acts in good faith and in the honest belief that the board is acting in the best interest of Liberty Media and all of our stockholders.

        Stockholders will not vote on how to attribute consideration received in connection with a merger involving our company among holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock.    Our restated charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving our company is to be attributed to the holders of Liberty SiriusXM common stock, holders of Liberty Braves common stock and holders of Liberty Media common stock or to the holders of different series of stock, and none of the holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock will have a separate class vote in the event of such a merger or consolidation. Consistent with applicable principles of Delaware law, our board of directors will seek to divide the type and amount of consideration received in a merger or consolidation involving our company among holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock in a fair manner. As the different ways the board of directors may divide the consideration between holders of stock relating to the different groups, and among holders of different series of a particular stock, might have materially different results, the consideration to be received by holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock in any such merger or

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consolidation may be materially less valuable than the consideration they would have received if they had a separate class vote on such merger or consolidation.

        We may dispose of assets of the SiriusXM Group, the Braves Group or the Media Group without your approval.    Delaware law requires stockholder approval only for a sale or other disposition of all or substantially all of the assets of our company taken as a whole, and our restated charter does not require a separate class vote in the case of a sale of a significant amount of assets of any of our groups. As long as the assets attributed to the SiriusXM Group, the Braves Group or the Media Group proposed to be disposed of represent less than substantially all of our assets, we may approve sales and other dispositions of any amount of the assets of such group without any stockholder approval.

        If we dispose of all or substantially all of the assets attributed to any group (which means, for this purpose, assets representing 80% of the fair market value of the total assets of the disposing group, as determined by our board of directors), we would be required under the terms of our restated charter, if the disposition is not an exempt disposition under the terms of our restated charter, to choose one or more of the following three alternatives:

•

declare and pay a dividend on the disposing group's common stock;



•

redeem shares of the disposing group's common stock in exchange for cash, securities or other property; and/or



•

convert all or a portion of the disposing group's outstanding common stock into common stock of another group.

See "The Reclassification and Exchange Proposals—Description of Liberty SiriusXM Common Stock, Liberty Braves Common Stock and Liberty Media Common Stock Under Our Restated Charter and Comparison to Our Existing Common Stock Under Our Current Charter—Dividends and Securities Distributions," "—Optional Redemption for Stock of a Subsidiary," and "—Conversion at Option of Issuer."

        In this type of a transaction, holders of the disposing group's common stock may receive less value than the value that a third-party buyer might pay for all or substantially all of the assets of the disposing group.

        Our board of directors will decide, in its sole discretion, how to proceed and is not required to select the option that would result in the highest value to holders of any stock related to a particular group.

        Holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock may receive less consideration upon a sale of the assets attributed to that group than if that group were a separate company.    If the SiriusXM Group, the Braves Group or the Media Group were a separate, independent company and its shares were acquired by another person, certain costs of that sale, including corporate level taxes, might not be payable in connection with that acquisition. As a result, stockholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock would receive upon a sale of all or substantially all of the assets of the group to which their shares relate. In addition, we cannot assure you that in the event of such a sale the per share consideration to be paid to holders of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock, as the case may be, will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of the applicable group. Further, there is no requirement that the consideration paid be tax-free to the holders of the shares of common stock related to that group. Accordingly, if we sell all or substantially all of the assets attributed to the SiriusXM Group, the Braves

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Group or the Media Group, our stockholders could suffer a loss in the value of their investment in our stock.

        In the event of a liquidation of Liberty Media, holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will not have a priority with respect to the assets attributed to the related tracking stock group remaining for distribution to stockholders.    Under the restated charter, upon Liberty Media's liquidation, dissolution or winding up, holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will be entitled to receive, in respect of their shares of such stock, their proportionate interest in all of Liberty Media's assets, if any, remaining for distribution to holders of common stock in proportion to their respective number of "liquidation units" per share. Relative liquidation units will be determined based on the volume weighted average prices of the Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock over the 20 trading day period which commences shortly after the initial filing of the restated charter. Hence, the assets to be distributed to a holder of either tracking stock upon a liquidation, dissolution or winding up of Liberty Media will have nothing to do with the value of the assets attributed to the related tracking stock group or to changes in the relative value of the Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock over time.

        Our board of directors may, in its sole discretion, elect to convert the common stock relating to one group into common stock relating to another group, thereby changing the nature of your investment and possibly diluting your economic interest in our company, which could result in a loss in value to you.    Our restated charter will permit our board of directors, in its sole discretion, to convert all of the outstanding shares of common stock relating to any of our groups into shares of common stock of another group on terms described in paragraphs (b)(ii)-(vii) of Article IV, Section A.2 of the restated charter included in this proxy statement/prospectus as Annex C. A conversion would preclude the holders of stock related to each group involved in such conversion from retaining their investment in a security that is intended to reflect separately the performance of the relevant group. We cannot predict the impact on the market value of our stock of (1) our board of directors' ability to effect any such conversion or (2) the exercise of this conversion right by our board. In addition, our board of directors may effect such a conversion at a time when the market value of our different stocks could cause the stockholders of one group to be disadvantaged.

        Holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will vote together and will have limited separate voting rights.    Holders of Series A and Series B Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock will vote together as a single class, except in certain limited circumstances prescribed by our restated charter and under Delaware law. Each share of Series B common stock of each group will have ten votes per share, and each share of Series A common stock of each group will have one vote per share. Holders of Series C common stock of each group will have no voting rights, other than those required under Delaware law. When holders of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock vote together as a single class, holders having a majority of the votes will be in a position to control the outcome of the vote even if the matter involves a conflict of interest among our stockholders or has a greater impact on one group than another.

        Transactions in Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock by our insiders could depress the market price of those stocks.    Sales of, or hedging transactions such as collars relating to, shares of Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock by our Chairman of the Board, or any of our other directors or executive officers, could cause a perception in the marketplace that the stock price of the relevant shares has peaked or that adverse events or trends have occurred or may be occurring at our company or the group to which the shares relates. This perception can result notwithstanding any

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personal financial motivation for these transactions. As a result, insider transactions could depress the market price for shares of the Liberty SiriusXM common stock, Liberty Braves common stock or Liberty Media common stock.

        Our restated charter includes restrictions on the share ownership of Liberty Braves common stock by certain persons, which if triggered would result in an immediate transfer of the applicable number of shares to a trust for the benefit of the holder.    To comply with the policies of MLB, our restated charter provides that (i) employees of MLB and related entities may not own Liberty Braves common stock, (ii) persons who are employed by or otherwise associated with an MLB Club other than the Atlanta Braves may not own 5% or more of the number of outstanding shares of Liberty Braves common stock, and (iii) no person may own 10% or more of the number of outstanding shares of Liberty Braves common stock unless, in the case of this clause (iii), such person is expressly approved by the BOC or qualifies as an exempt person (which is generally defined to include our Chairman John C. Malone, Chief Executive Officer Gregory B. Maffei, the Chairman of Braves Holdings, LLC Terence McGuirk and certain of their related persons). In the event that a holder attempts to acquire shares of Liberty Braves common stock in violation of this charter provision, the applicable shares will automatically be transferred to a trust which will sell the shares for the benefit of the holder (subject to certain exceptions, such as in the event of an inadvertent violation of the restrictions described in clause (ii) or (iii) above which is cured within the applicable time frame). No assurance can be given that the trust will be able to sell the shares at a price that is equal to or greater than the price paid by the holder. In addition, the holder's right to receive the net proceeds of the sale, as well as any dividends or other distributions to which the holder would otherwise be entitled, will be subject to the holder's compliance with the applicable mechanics included in our restated charter. See Article IV, Section A.2.(m) of Annex C.

        Our capital structure, as well as the fact that the SiriusXM Group, the Braves Group and the Media Group are not independent companies, may inhibit or prevent acquisition bids for the businesses attributed to the SiriusXM Group, the Braves Group or the Media Group and may make it difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.    If the SiriusXM Group, the Braves Group and the Media Group were separate independent companies, any person interested in acquiring the SiriusXM Group, the Braves Group or the Media Group without negotiating with management could seek control of that group by obtaining control of its outstanding voting stock, by means of a tender offer or a proxy contest. Although we intend Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock to reflect the separate economic performance of the SiriusXM Group, the Braves Group and the Media Group, respectively, those groups are not separate entities and a person interested in acquiring only one group without negotiation with our management could obtain control of that group only by obtaining control of a majority in voting power of all of the outstanding voting shares of our company. The existence of shares of common stock, and different series of shares, relating to different groups could present complexities and in certain circumstances pose obstacles, financial and otherwise, to an acquiring person that are not present in companies that do not have a capital structure similar to ours.

        Certain provisions of our restated charter and bylaws may discourage, delay or prevent a change in control of our company that a stockholder may consider favorable.    These provisions include:

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authorizing a capital structure with multiple series of common stock: a Series B common stock related to each group that entitles the holders to ten votes per share, a Series A common stock related to each group that entitles the holder to one vote per share, and a Series C common stock related to each group that, except as otherwise required by Delaware law, entitles the holder to no voting rights;



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classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;

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limiting who may call special meetings of stockholders;



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prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;



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establishing advance notice requirements for nominations of candidates for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;



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requiring stockholder approval by holders of at least 66²/3% of our aggregate voting power or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets or an amendment to our restated charter; and



•

the existence of authorized and unissued stock, including "blank check" preferred stock, which could be issued by our board of directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our company.

        Immediately following the Transaction, and without giving effect to the anticipated rights offering or any effect that the Transaction may have on his outstanding equity awards, our chairman, John C. Malone, will beneficially own shares (based on outstanding share information as of November 30, 2015) representing the power to direct approximately 47.7% of the aggregate voting power in our company, due to his beneficial ownership of approximately 95.8% of the outstanding shares of each of the Series B Liberty SiriusXM common stock, the Series B Liberty Braves common stock and the Series B Liberty Media common stock.

        No IRS ruling has been sought or obtained by us with respect to the tax consequences to you or us of the reclassification and exchange.    While we believe that no income, gain or loss will be recognized by you or us for U.S. federal income tax purposes as a result of the reclassification and exchange (except with respect to the receipt by you of any cash in lieu of fractional shares of our Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock), there are no Code provisions, Treasury Regulations, court decisions, or published rulings of the Internal Revenue Service (the IRS) bearing directly on the tax effects of the issuance and characterization of "tracking stock," such as the Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock. In addition, the IRS has announced that it will not issue rulings on the characterization of tracking stock. Opinions of counsel are not binding on the IRS and the conclusions expressed in the opinion of our tax counsel could be challenged by the IRS. Therefore, it is possible that the IRS could successfully assert that the reclassification and exchange, and the receipt by you of the Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock issued in the reclassification and exchange, could result in material adverse tax consequences to you and/or us, as described in more detail below under "Material U.S. Federal Income Tax Consequences—No IRS Ruling Will Be Requested," which description is incorporated by reference into this risk factor.

        In addition, due to the absence of authorities relating directly to the characterization of tracking stock under Section 306 of the Code, there is also a risk that the IRS could successfully assert that the Liberty SiriusXM common stock, Liberty Braves common stock and/or Liberty Media common stock is "Section 306 stock," within the meaning of Section 306(c) of the Code. If any of our stock were determined to be Section 306 stock, you could be required to recognize ordinary income on the subsequent sale or exchange of such stock, or dividend income on any redemption of such stock, in each case without regard to your basis in such stock, and you generally would not be permitted to recognize any loss on such disposition, as described in more detail below under "Material U.S. Federal Income Tax Consequences—No IRS Ruling Will Be Requested."

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Risk Factors Related to our Company, the SiriusXM Group, the Braves Group and the Media Group

        The risks described below apply to our company and to the businesses and assets to be attributed to the SiriusXM Group, the Braves Group and the Media Group.

        We may have future capital needs and may not be able to obtain additional financing on acceptable terms.    At September 30, 2015, our only wholly-owned consolidated subsidiary was Braves Holdings, which, due to its size and nature, together with its assets and operating cash flow, would be insufficient to support any significant financing in the future. Although we received a distribution of approximately $300 million in cash from Liberty Broadband in connection with the Broadband Spin-Off, that was a one-time distribution and no further cash will be accessible from Liberty Broadband. In addition, although we began consolidating Sirius XM in the first quarter of 2013, we do not have ready access to the cash flow of Sirius XM due to Sirius XM being a separate public company and the presence of a significant non-controlling interest. Hence, our ability to obtain significant financing in the future, on favorable terms or at all, may be limited. If debt financing is not available to us in the future, we may obtain liquidity through the sale or monetization of our available for sale securities, or we may issue equity securities. If additional funds are raised through the issuance of equity securities related to a group, the holders of stock related to that group may experience significant dilution. If we are unable to obtain sufficient liquidity in the future, we may be unable to develop our businesses properly, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations and those attributed to our groups.

        Rapid technological advances could render the products and services offered by the businesses attributed to one or more of our groups obsolete or non-competitive.    Our businesses and investments attributed to each group, including, for example, Sirius XM and Live Nation, must stay abreast of rapidly evolving technological developments and offerings to remain competitive and increase the utility of their products and services. These businesses must be able to incorporate new technologies into their products and services in order to address the needs of their customers. There can be no assurance that they will be able to compete with advancing technology, and any failure to do so could result in customers seeking alternative service providers thereby adversely impacting revenue, operating income and net income of our company and the businesses attributed to one or more of our groups.

        The business of Sirius XM depends in significant part on the operation of its satellites.    As a satellite radio broadcaster, Sirius XM's business depends on the lives and proper operation of its satellites. The lives of Sirius XM's satellites will vary and depend on a number of factors, including degradation and durability of solar panels, quality of construction, random failure of satellite components (which could result in significant damage to or loss of a satellite), the amount of fuel the satellite consumes and damage or destruction by electrostatic storms, collisions with other objects in space or other events (such as nuclear detonations) occurring in space. In the ordinary course of operation, satellites experience failures of component parts and operational and performance anomalies. Components on Sirius XM's in-orbit satellites have failed, and from time to time Sirius XM has experienced anomalies in the operation and performance of these satellites. These failures and anomalies are expected to continue in the ordinary course, and Sirius XM cannot predict if any of these possible future events will have a material adverse effect on its operations or the life of its existing in-orbit satellites. Any material failure of its satellites could cause Sirius XM to lose customers and could materially harm Sirius XM's reputation and operating results. Sirius XM maintains no in-orbit insurance for its satellites.

        In addition, Sirius XM's network of terrestrial repeaters communicates with a single third-party satellite. Its XM network of terrestrial repeaters communicates with a single XM satellite. If the satellites communicating with the applicable repeater network fails unexpectedly, the services handled by that satellite would be disrupted for several hours or longer.

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        Interruption or failure of Sirius XM's information technology and communications systems could negatively impact its results and brand, and therefore the value of our investment in Sirius XM.    Sirius XM's business is dependent on the operation and availability of its information technology and communication systems and those of certain third party service providers. Any degradation in the quality, or any failure, of Sirius XM's systems (due to events such as unplanned outages, natural disasters, terrorist activities, technical difficulties or loss of data or processing capabilities) could reduce its revenues, cause it to lose customers and damage its brand. Sirius XM could also experience loss of data or processing capabilities, which could cause Sirius XM to lose customers and could materially harm Sirius XM's reputation and operating results. Although Sirius XM has implemented practices designed to maintain the availability of its information technology systems and mitigate the harm of any unplanned interruptions, Sirius XM cannot anticipate all eventualities and unplanned outages and technical difficulties are occasionally experienced. In addition, Sirius XM relies on internal systems and external systems maintained by manufacturers, distributors and service providers to take, fulfill and handle customer service requests and host certain online activities. Any interruption or failure of Sirius XM's internal or external systems could prevent Sirius XM from serving customers or cause data to be unintentionally disclosed.

        Our businesses and investments attributed to the SiriusXM Group, the Braves Group and the Media Group are subject to risks of adverse government regulation.    The businesses and investments attributed to the SiriusXM Group, the Braves Group and the Media Group are subject to varying degrees of regulation and legislation, which are subject to the political process. Sirius XM holds various FCC licenses and authorizations to operate commercial satellite radio services in the United States, which are generally granted for a fixed term, and although Sirius XM expects that such licenses and authorizations will be renewed in the ordinary course upon their expiration, there can be no assurance that this will be the case. Non-compliance by Sirius XM with the FCC's requirements or other conditions or with other applicable FCC rules and regulations could result in fines, additional license conditions, license revocation or other detrimental FCC actions. Sirius XM also relies on the FCC to assist it in preventing harmful interference to its service. The development of new applications and services in spectrum adjacent to the frequencies licensed to Sirius XM for satellite radio and ancillary services, as well as the possible distortion caused by the combination of signals in other frequencies, could cause harmful interference to its satellite radio service. Certain operations or combination of operations permitted by the FCC in spectrum, other than Sirius XM's licensed frequencies, could result in distortion to its service and the reception of its satellite radio service could be adversely affected in certain areas.

        In addition, certain of our businesses, including Sirius XM and Live Nation, are subject to various consumer protection laws, rules and regulations, which are extensive and have developed rapidly, particularly at the state level, and, in certain jurisdictions, can cover nearly all aspects of their marketing efforts, including the content of advertising, the terms of consumer offers and the manner in which existing and prospective subscribers or customers are communicated with. Sirius XM is currently subject to certain claims under the Telephone Consumer Protection Act relating to telephone calls its vendors make to subscribers and trial subscribers, including calls to consumers' mobile phones, which are described in "Legal Proceedings" in Annex A. Material changes in the law and regulatory requirements must be anticipated, and there can be no assurance that the businesses and assets of our subsidiaries and business affiliates attributed to our groups will not become subject to increased expenses or more stringent restrictions as a result of any future legislation, new regulation or deregulation.

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        The success of businesses attributed to one or more of our groups, such as Sirius XM and Live Nation, in part, depends on audience acceptance of their programs and services, which is difficult to predict.    Entertainment content production, satellite radio services and live entertainment events are inherently risky businesses because the revenue derived from these businesses depends primarily upon the public's acceptance of these programs and services, which is difficult to predict. The commercial success of a satellite radio program or live entertainment production depends upon the quality and acceptance of competing programs, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, many of which are difficult to predict. In the case of ad-supported programming and satellite radio service, audience size is an important factor when advertising rates are negotiated. Audience size is also an important factor when determining ticket pricing for live entertainment productions. Consequently, low public acceptance of the programs and services offered by companies such as Sirius XM and Live Nation could hurt the ability of these companies to maintain rates charged to customers, subscribers and, as applicable, advertisers, which would adversely impact revenue, operating income and net income attributed to the groups to which these companies are attributed.

        Certain of our businesses depend on the performance of, and their relationships, with various third parties and any adverse changes in these relationships could adversely affect our results of operation and those attributed to any of our groups.    An important component of the success of our businesses, including in particular our consolidated subsidiary Sirius XM, is the ability to maintain existing, as well as build new, relationships with third parties, such as:

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manufacturers that build and distribute satellite radios;



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companies that manufacture and sell integrated circuits for satellite radios;



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programming providers;



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talent, agents and managers;



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venue operators;



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operators of call centers;



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retailers that market and sell satellite radios and promote subscriptions to our services; and



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vendors that have designed or built and vendors that support or operate other important elements of our systems.

        If one or more of these third parties do not perform in a satisfactory or timely manner, our businesses could be adversely affected. In addition, a number of third parties on which these businesses depend have experienced, and may in the future experience, financial difficulties or file for bankruptcy protection. Such third parties may not be able to perform their obligations in a timely manner, if at all, as a result of their financial condition or may be relieved of their obligations to us as part of seeking bankruptcy protection. In addition, Sirius XM, in particular, designs, establishes specifications for and manages various aspects of the logistics of the production of satellite radios. As a result of these activities, Sirius XM may be exposed to liabilities associated with the design, manufacture and distribution of radios that the providers of an entertainment service would not customarily be subject to, such as liabilities for design defects, patent infringement and compliance with applicable laws, as well as the costs of returned product.

        Our businesses may be impaired by third-party intellectual property rights.    Development of our business systems used by our subsidiaries and business affiliates has depended upon the intellectual property developed by them, as well as intellectual property licensed from third parties. If the intellectual property developed or used by them is not adequately protected, others will be permitted to, and may duplicate portions, of these systems or services without liability. In addition, others may

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challenge, invalidate, render unenforceable or circumvent the intellectual property rights, patents or existing licenses of these businesses or they may face significant legal costs in connection with defending and enforcing those intellectual property rights. Some of the know-how and technology so developed, and to be developed, is not now, nor will it be, covered by U.S. patents or trade secret protections. Trade secret protection and contractual agreements may not provide adequate protection if there is any unauthorized use or disclosure. The loss of necessary technologies could require our subsidiaries and business affiliates to substitute technologies of lower quality performance standards, at greater cost or on a delayed basis, which could harm their business.

        Other parties may have patents or pending patent applications, which will later mature into patents or inventions that may block the ability of our subsidiaries and business affiliates to operate their systems or license technologies. They may have to resort to litigation to enforce rights under license agreements or to determine the scope and validity of other parties' proprietary rights in the subject matter of those licenses. This may be expensive and they may not succeed in any such litigation.

        Third parties may assert claims or bring suit against for patent, trademark or copyright infringement, or for other infringement or misappropriation of intellectual property rights. Any such litigation could result in substantial cost, and diversion of effort and adverse findings in any proceeding could subject businesses attributed to one or more of our groups to significant liabilities to third parties; require them to seek licenses from third parties; block their ability to operate their systems or license their technology; or otherwise adversely affect their ability to successfully develop and market their products and services.

        The ability of Sirius XM to attract and retain subscribers at a profitable level in the future is uncertain.    Sirius XM's ability to retain subscribers, or increase the number of subscribers to its service, in any given period is subject to many factors, including the price of Sirius XM's service, the health of the economy, the production and sale or lease of new vehicles in the United States, the rate at which existing self-pay customers buy and sell new and used vehicles in the United States, including the extent to which existing self-pay subscribers buy and sell new and used vehicles which include an unpaid trial, Sirius XM's ability to convince owners and lessees of new and previously owned vehicles that include satellite radios to purchase subscriptions to its service, the effectiveness of its marketing programs, the entertainment value of its programming, and actions by its competitors, such as terrestrial and Internet radio and other audio entertainment and information providers. As part of Sirius XM's business, Sirius XM experiences, and expects to experience in the future, subscriber turnover, also known as churn. Some elements of Sirius XM's business strategy may result in churn increasing. For example, its efforts to increase the penetration of satellite radios in new, lower priced vehicle lines may result in the growth of economy-minded subscribers; its work to acquire subscribers purchasing or leasing pre-owned vehicles may attract subscribers of more limited economic means; and its product and marketing efforts may attract more price sensitive subscribers. If Sirius XM is unable to retain current subscribers at expected rates, or the costs of retaining subscribers are higher than expected, its financial performance and operating results could be adversely affected. Sirius XM cannot predict how successful it will be at retaining customers who purchase or lease vehicles that include a promotional subscription to its satellite radio service. Sirius XM spends substantial amounts on advertising and marketing and in transactions with automakers, retailers and others to obtain and attract subscribers. Average monthly revenue per subscriber, or ARPU, is another key metric used by Sirius XM to analyze its business. Over the past several years, Sirius XM has focused substantial attention and efforts on balancing ARPU and subscriber additions. Its ability to increase or maintain ARPU over time is uncertain and depends upon various factors, including the value customers perceive in Sirius XM's service, Sirius XM's ability to add and retain compelling programming, the increasing competition Sirius XM experiences from terrestrial radio and other audio entertainment and information providers, and pricing and other offers Sirius XM may make to attract new subscribers and retain existing subscribers. If Sirius XM is unable to consistently attract new subscribers, and retain its current subscribers, at a

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sufficient level of revenues to be profitable, the value of its common stock could decline, and without sufficient cash flow it may not be able to make the required payments on its indebtedness and could ultimately default on its commitments, which in turn would materially adversely impact the SiriusXM Group.

        The unfavorable outcome of pending or future litigation against Sirius XM could have a material adverse effect.    Sirius XM is a party to several legal proceedings arising out of various aspects of Sirius XM's business, including patent infringement suits, class action and individual lawsuits seeking compensation for its use of sound recordings fixed prior to February 15, 1972 and purported class actions seeking damages for purported violations of the Telephone Consumer Protection Act. Sirius XM is defending all claims against itself. The outcome of these proceedings may not be favorable, and an unfavorable outcome may have a material adverse effect on Sirius XM's business or financial results, which in turn would materially adversely impact the SiriusXM Group.

        Our businesses attributed to the SiriusXM Group and the Media Group, such as Sirius XM and Live Nation, may not realize the benefits of acquisitions or other strategic initiatives.    Our business strategy and that of our subsidiaries and business affiliates, including Sirius XM and Live Nation, may include selective acquisitions or other strategic initiatives focused on business expansion. The success of any acquisitions depends on effective integration of acquired businesses and assets into the acquirer's operations, which is subject to risks and uncertainties, including realization of any anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management's attention from other business concerns, and undisclosed or potential legal liabilities of acquired businesses or assets.

        Weak economic conditions may reduce consumer demand for products and services offered by the subsidiaries and business affiliates attributed to our groups.    A weak economy in the United States could adversely affect demand for our products and services. A substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability. A reduction in discretionary spending could adversely affect revenue through potential downgrades by satellite radio subscribers, affecting Sirius XM and the SiriusXM Group, reduced live-entertainment expenditures, affecting Braves Holdings and the Braves Group, and Live Nation affecting the Media Group. A slowdown in auto sales (which is an important source of satellite radio subscribers) could adversely affect revenue of Sirius XM and revenue attributed to the SiriusXM Group. Accordingly, the ability of the subsidiaries and business affiliates that are attributed to our groups to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. We currently are unable to predict the extent of any of these potential adverse effects.