Formula One : 2023 Annual Report & Proxy Statement

LETTER TO SHAREHOLDERS

STOCK PERFORMANCE

INVESTMENT SUMMARY

PROXY STATEMENT

FINANCIAL INFORMATION

CORPORATE DATA

ENVIRONMENTAL STATEMENT

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing plans, strategies and initiatives; future financial performance; the proposed Transactions (as defined elsewhere in this Annual Report) and their expected benefits; the proposed acquisition of MotoGP and its expected benefits; F1's sustainability initatives; new service offerings; renewal of licenses and authorizations; revenue growth and subscriber trends at Sirius XM Holdings Inc. (Sirius XM Holdings); our ownership interest in Sirius XM Holdings; the recoverability of goodwill and other long-lived assets; the performance of our equity affiliates; projected sources and uses of cash; the payment of dividends by Sirius XM Holdings; the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings; and other matters arising in the ordinary course of business. In particular, statements in our "Letter to Shareholders" and under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk" contain forward looking statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

• the historical financial information of the Liberty SiriusXM Group, the Liberty Formula One Group and the Liberty Live Group may not necessarily reflect their results had they been separate companies;
• our ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations;
• our and our subsidiaries' indebtedness could adversely affect operations and could limit the ability of our subsidiaries to react to changes in the economy or our industry;
• the success of businesses attributed to each of our tracking stock groups and their popularity with audiences;
• our and Sirius XM Holdings' ability to realize the benefits of acquisitions or other strategic investments;
• the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by our businesses attributed to each of our tracking stock groups;
• our overlapping directors and management with Qurate Retail, Inc., Liberty Broadband Corporation, Liberty TripAdvisor Holdings, Inc. and Atlanta Braves Holdings, Inc.;
• the outcome of pending or future litigation;
• the operational risks of our subsidiaries and business affiliates with operations outside of the United States;
• our ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments;
• the degradation, failure or misuse of our information systems;
• the ability of our subsidiaries and business affiliates to comply with government regulations, including, without limitation, Federal Communications Commission requirements, consumer protection laws and competition laws, and adverse outcomes from regulatory proceedings;
• the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;
• changes in the nature of key strategic relationships with partners, vendors and joint venturers;
• the impact of a future pandemic and other public health related risks and events, such as COVID-19, on our customers, vendors and businesses generally;
• competition faced by Sirius XM Holdings;
• the ability of Sirius XM Holdings to attract and retain subscribers and listeners;
• the ability of Sirius XM Holdings to market its services and sell advertising;
• the ability of Sirius XM Holdings to maintain revenue growth from its advertising products;
• the ability of Sirius XM Holdings to protect the security of personal information about its customers;
• the interruption or failure of Sirius XM Holdings' information technology and communication systems;

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FORWARD-LOOKING STATEMENTS

• the impact of the market for music rights on Sirius XM Holdings and the rates Sirius XM Holdings must pay for rights to use musical works;
• the ability of Sirius XM Holdings to successfully monetize and generate revenue from podcasts and other non-music content;
• reliance on intellectual property and the ability to protect intellectual property;
• reliance on third parties;
• the ability to attract and retain qualified personnel;
• the impact of our equity method investment in Live Nation Entertainment, Inc. on our net earnings and the net earnings of the Liberty Live Group;
• termination of or changes in any of the agreements, commitments or policies Formula 1 relies on to operate and the limitations such agreements, commitments and policies impose on Formula 1;
• challenges by tax authorities in the jurisdictions where Formula 1 operates;
• changes in tax laws that affect Formula 1 and the Formula One Group;
• the ability of Formula 1 to expand into new markets;
• changes in laws and regulations and/or their interpretations related to advertising, media rights and the environment;
• the relationship between the United Kingdom and the European Union following Brexit;
• the establishment of rival motorsports events or other circumstances that impact the competitive position of Formula 1;
• the impact of cancelations or postponements of events or accidents or terrorist attacks during events;
• changes in consumer viewing habits and the emergence of new content distribution platforms;
• fluctuations in currencies against the U.S. dollar;
• the risks associated with our company as a whole and our use of tracking stock groups, even if a holder does not own shares of common stock of all of our groups;
• market confusion that results from misunderstandings about our capital structure;
• market prices of our tracking stocks may be volatile;
• we may not pay dividends equally to our tracking stocks or at all;
• our directors' or officers' equity ownership may create the appearance of conflicts of interest;
• geopolitical incidents, accidents, terrorist acts, international conflicts, natural disasters, including the effects of climate change, or other events that cause one or more events to be cancelled or postponed, are not covered by insurance, or cause reputational damage to our subsidiaries and business affiliates;
• challenges related to assessing the future prospects of tracking stock groups based on past performance;
• our ability to recognize anticipated benefits from the Split-Off and the Reclassification, each as defined below;
• the satisfaction of conditions to the completion of the proposed acquisition of MotoGP;
• our ability to recognize the anticipated benefits from the proposed Transactions;
• the possibility that we may be unable to obtain stockholder approval required for the Transactions;
• the possibility that our business may suffer as a result of uncertainty surrounding the Transactions; and
• the possibility that the Transactions may have unexpected costs.

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FORWARD-LOOKING STATEMENTS

These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind any risk factors identified and other cautionary statements contained in this Annual Report and in our publicly filed documents, including our most recent Forms 10-K

and 10-Q. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement. This Annual Report includes information concerning public companies in which we have controlling and non-controlling interests that file reports and other information with the Securities and Exchange Commission (the SEC) in accordance with the Securities Exchange Act of 1934, as amended. Information contained in this Annual Report concerning those companies has been derived from the reports and other information filed by them with the SEC. If you would like further information about these companies, the reports and other information they file with the SEC can be accessed on the Internet website maintained by the SEC at www.sec.gov. Those reports and other information are not incorporated by reference in this Annual Report.

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LETTER TO SHAREHOLDERS

April 2024

Dear Fellow Shareholders,

Liberty Media is no stranger to structural change over its more than thirty-year history, and 2023 was no exception. Over the past

twelve months, we made significant changes to simplify and highlight the value of our assets. We completed the split-off of Atlanta Braves Holdings and recapitalized our three tracking stocks into the newly populated (i) Formula One Group, (ii) Liberty Live Group, and (iii) Liberty SiriusXM Group, which we have since announced will merge with SiriusXM in the next few months. It has been an active and productive year.

Our portfolio is focused on high quality, experiential entertainment assets that benefit from resilient consumer demand. We have referred to this as the Premium IP ecosystem-the irreplicable nature of these businesses leads to attractive financial profiles, durability and growth tailwinds.

Core to our thesis on Premium IP is recognizing customers as fans-of the sport, the brand, the product. With fandom comes loyalty which produces long-lasting customer relationships. This is most obvious in sports, where multi-generational fandom often withstands years of volatility in "product performance" (aka losing streaks). But just as powerful are the fans built around music genres, artists, drivers, the technological innovation of an F1 car, and more.

Premium IP assets are hard to come by. The assets themselves are scarce-there is only one Formula 1 league, 30 MLB teams, etc. Furthermore, a scarce supply of monetizable inventory met with growing fan demand drives an attractive economic equation. There are limited race spots on the F1 calendar, limited seats to some of the most coveted shows and events and limited capacity in a grandstand or ballpark. Additional growth comes in part from extending the reach of the brand to create new customer touch points, ultimately expanding the overall fan base. The larger customer base in time become fans → driving increased demand against limited supply → benefiting economic returns → enabling further expansion opportunities → driving an even larger customer base. It's a compelling flywheel.

We continue to explore opportunities that fit this profile to expand and strengthen our portfolio at Liberty Media and generate returns for our shareholders. Our recently announced planned acquisition of MotoGP aligns perfectly with this objective.

FORMULA ONE GROUP

The global scale, popularity and financial health of Formula 1 have never been stronger. Since 2017, F1's revenue has grown at a CAGR of 10%. It has more than doubled sponsorship and hospitality revenue streams, both of which we identified as significantly under- monetized at the time of our acquisition.

In 2023, F1 welcomed 1.5 billion cumulative TV viewers, approximately 70 million in average race weekend viewership, 70.5 million followers across social media platforms and over 100 million unique users to the F1.com and F1 app platforms. Across all sports, fans are increasingly engaging across a multitude of platforms. F1 is actively working with Nielsen in 2024 to incorporate their fast-growing digital audience into a more comparable unit of measurement for 'engagement' given the evolving nature of sports and media consumption.

F1 is capitalizing on its success to sustain momentum and continued expansion. In part, this includes leveraging competitive market dynamics in driving revenue growth. For example, in race promotion, the limited number of weekends in a 24-race calendar raises the bar on quality of experience required to maintain a slot. Accordingly, nearly all of F1's recently announced race renewals include elements of promoter-funded capital improvements into track infrastructure and fan experience. There is continued demand from new geographies wanting to join the limited calendar, including the recently announced Madrid race starting in 2026. Our self-promotion of the Las Vegas Grand Prix significantly increased our knowledge of the promoter experience and allows us to be better partners with shared best practices going forward.

Much is written about F1's meteoric rise in the US market. We are proud of the team's accomplishments and confident the momentum is still building. In 2018, average race weekend viewership on ESPN was 1.6 million, nearly doubling to 3.1 million for the 2023 season. F1 estimates that capturing digital audiences in the US would add 50% to traditional linear measurements given the prevalence of digital video consumption among US sports fans. Social media followers in the US grew an impressive 28% in 2023. In 2019, Formula 1's only US race was at COTA in Austin with 268 thousand in attendance. In 2023, over 800 thousand fans packed the stands across the three unique US race weekends in Austin, Miami and Las Vegas.

Even with this incredible progress, we are confident that our US growth is still in its early stages. There is significant upside in F1's US media rights given the attractive demographic of the fan base and relatively modest monetization today. US-based sponsorship interest continues to build, buoyed by the success of new inventory like the Las Vegas Grand Prix and the F1 Academy women's racing series.

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Another key area of growth is expanding F1's fandom and investing to build more direct touch points. The fan database has grown meaningfully through the success of F1 TV, the Las Vegas Grand Prix, F1's website and app data, and more recently through Liberty's acquisition of Quint which closed in early 2024. F1 can leverage increased fan data to create more tailored offerings for all commercial partners and accelerate the growth of these revenue streams.

F1 advanced key sustainability efforts in 2023, which are increasingly important to our organization, commercial partners and F1 teams. We successfully launched the F1 Academy female-only racing series under the leadership of Susie Wolff. F1 also progressed the development of a 100% sustainable hybrid fuel that is expected to be introduced in 2026. The fuel will be compatible with road cars without modification, which provides broad global benefit to the automotive industry well beyond the impact on our sport. F1 has long been on the forefront

of technological innovation for consumer vehicles-carbon fiber material, hybridization and regenerative braking, to name a few. Leading work in advanced sustainable fuels is the latest example in a long history of bold initiatives F1 has undertaken.

While investing for growth, F1 has continued to de-lever its balance sheet through organic adjusted OIBDA growth and opportunistic debt reduction. Leverage at year-end 2023 was 1.9x, dramatically reduced from over 7.0x at the time Liberty closed the acquisition of F1. Our liquidity and leverage capacity provide flexibility to pursue a variety of growth opportunities, including organic investment, M&A and stock buybacks. Most recently, we were thrilled to announce our planned acquisition of MotoGP and believe this will be an accretive use of capital for our shareholders. This was a rare opportunity to purchase a global, league-level asset with an attractive financial profile. Over its 75-year history, MotoGP has grown to command a loyal, passionate fan base following elite riders as they compete around the globe and push the boundaries of human limits. We intend to bring this sport to a wider audience, while maintaining the core heritage of the sport upon which such a strong foundation is built. We expect to close the transaction by year-end 2024 and look forward to sharing more updates on the business.

LIBERTY LIVE GROUP

The Liberty Live Group tracking stock has traded at an average 40% discount since its creation in August 2023. We continue to believe it will take time for the market to fairly value this equity, and investor sentiment will likely evolve as the composition of the tracking stock evolves as well. The tracker is capitalized as of year-end 2023 with $418 million of cash and liquid investments and a $400 million undrawn margin loan with a modest 12% net debt to asset ratio. Over time, we will evaluate adding accretive assets, including ones complementary to the live event space. Until then, the primary asset at Liberty Live Group is its stake in Live Nation, which just closed out an astounding 2023 across all metrics-145 million fans at shows, 620 million tickets sold and over $1 billion of sponsorship revenue generated. Their growth in owned venues is leading to enhanced fan experiences and the ability to increase ancillary revenues. Live Nation is not seeing any slowdown in share of wallet going towards live events, with 2024-to-date already pacing ahead of 2023 across all metrics. Pair the growing fan demand with an increasingly global supply of artists and the opportunities are as strong as ever.

LIBERTY SIRIUSXM GROUP

As of the writing of this letter, we are a few months away from the projected completion of the merger of Liberty SiriusXM and SiriusXM. Looking back, our initial investment in SiriusXM in 2009 was predicated on many attributes of the business that are still core to our investment priorities today: a large and sticky customer base, a high margin, recurring revenue subscription model, a disrupted market set to rebound (specifically the US car industry) and a high-quality management team. Initially, we agreed to invest up to $530 million in senior debt in exchange for preferred stock convertible into 40% of the common equity. Ultimately, our total cash outlay in the initial purchase was under $400 million. This capital was fully recouped within six months, and our investment in SiriusXM stands at an impressive $12.3 billion of market value as of April 1, 2024. We are fortunate for management's stewardship during our investment tenure, the opportunity to deepen our knowledge in audio and live entertainment, and for the strong returns generated by our SiriusXM investment for Liberty and our shareholders. We look forward to our ongoing involvement in the company as shareholders.

LOOKING AHEAD

We are often asked what the future holds for Liberty Media. Perhaps increasingly today given the various structural simplifications we recently effected.

We continue to believe the tracking stock structure provides benefits to Liberty and our shareholders by maximizing both investor choice and management flexibility. As long-term owners, we will continue to pursue structural options that drive value for our shareholders. When there has been a clear business reason to eliminate the tracker structure, we have done so-and twice in the past year. In July 2023, we created an asset-backed security in Atlanta Braves Holdings because we believed increased liquidity and enhanced future flexibility would benefit the public market valuation-the BATR equity is up 27% since the date of the split-off announcement. As already discussed, in December 2023 we announced the planned merger of the Liberty SiriusXM tracking stock group with SiriusXM, which will eliminate the discount to net asset value and allow the market to invest in a simpler SIRI equity with a single class of shares.

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We will always pursue actions that we believe are in the best interest of our shareholders, and we are thankful for the partnership we have built over decades together.

We hope to see you at this year's Investor Day which will take place on November 14th in New York City. This year we will be moving to a new location at Jazz at Lincoln Center at 10 Columbus Circle. We look forward to seeing you there.

We appreciate your ongoing support.

Gregory B. Maffei	John C. Malone
President & Chief Executive Officer	Chairman of the Board

Note: All market data as of April 1, 2024 unless otherwise noted.

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STOCK PERFORMANCE

On April 15, 2016, Liberty Media former Series A, Series B and Series C common stock was recapitalized into common stock of three tracking stock groups: the Liberty SiriusXM Group (Nasdaq: LSXMA, LSXMB, LSXMK), the Formula One Group (Nasdaq: FWONA, FWONK) (formerly known as the Liberty Media Group (Nasdaq: LMCA, LMCK)) and the Braves Group (Nasdaq: BATRA, BATRK).

On July 18, 2023, Liberty Media completed the split-off of Atlanta Braves Holdings, Inc. into a separate publicly traded company. The Braves Group stock chart below reflects its trading performance from December 31, 2018 up until the split-off.

On August 3, 2023, Liberty Media completed the reclassification of its former Liberty SiriusXM common stock and Liberty Formula One common stock into three new tracking stocks: new Liberty SiriusXM common stock, new Liberty Formula One common stock and Liberty Live common stock.

The Liberty SiriusXM Group and the Formula One Group stock charts below reflect the performance of each tracking stock from December 31, 2018 through December 31, 2023. The Liberty Live Group stock chart below reflects its performance from the first day of trading on August 4, 2023 through December 31, 2023.

The following graph compares the percentage change in the cumulative total stockholder return on an investment in our Series A, Series B and Series C Liberty SiriusXM common stock (Nasdaq: LSXMA, LSXMB, LSXMK), including the impact of the 2020 Liberty SiriusXM Group rights offering and the distribution of Liberty Live Group shares to Liberty SiriusXM stockholders as part of the 2023 Liberty Media reclassification, from December 31, 2018 through December 31, 2023 to the S&P 500 Index and the S&P 500 Media Index.

Liberty SiriusXM Common Stock vs. S&P 500 and S&P 500 Media Indices

12/31/18 to 12/31/23

$230
$210
$190
$170
$150
$130
$110
$90
$70	18		19		20		21		22		23
-	-	-	-	-	-
Dec		Dec		Dec		Dec		Dec		Dec

			Series A Liberty SiriusXM			Series B Liberty SiriusXM	Series C Liberty SiriusXM
			S&P 500 Index			S&P 500 Media Index
				12/31/18	12/31/19	12/31/20	12/31/21	12/31/22	12/31/23
		SERIES A LIBERTY SIRIUSXM	$100.00	$131.36	$121.97	$144.66	$110.31	$106.16
		SERIES B LIBERTY SIRIUSXM	$100.00	$133.20	$123.14	$146.66	$110.35	$103.94
		SERIES C LIBERTY SIRIUSXM	$100.00	$130.18	$122.24	$143.95	$109.28	$106.32
			S&P 500 INDEX	$100.00	$128.88	$149.83	$190.13	$153.16	$190.27
			S&P 500 MEDIA INDEX	$100.00	$133.63	$175.28	$222.03	$124.20	$205.63

Note: Trading data for the Series B shares is limited as they are thinly traded.

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STOCK PERFORMANCE

The following graph compares the percentage change in the cumulative total stockholder return on an investment in our Series A and Series C Liberty Formula One common stock (Nasdaq: FWONA, FWONK), including the impact of the distribution of Atlanta Braves Holdings, Inc. Series C common stock to Liberty Formula One stockholders and the distribution of Liberty Live Group common stock to Liberty Formula One stockholders as part of the 2023 Liberty Media reclassification, from December 31, 2018 through December 31, 2023 to the S&P 500 Index and the S&P 500 Media Index.

Liberty Formula One Common Stock vs. S&P 500 and S&P 500 Media Indices

12/31/18 to 12/31/23

$230
$210
$190
$170
$150
$130
$110
$90
$70	18		19		20		21		22		23
-	-	-	-	-	-
Dec		Dec		Dec		Dec		Dec		Dec

Series A Liberty Formula One Series C Liberty Formula One S&P 500 Index S&P 500 Media Index

		12/31/18	12/31/19	12/31/20	12/31/21	12/31/22	12/31/23
	SERIES A LIBERTY FORMULA ONE	$100.00	$147.31	$127.83	$199.66	$179.78	$204.21
	SERIES C LIBERTY FORMULA ONE	$100.00	$149.72	$138.76	$205.99	$194.72	$214.58
	S&P 500 INDEX	$100.00	$128.88	$149.83	$190.13	$153.16	$190.27
	S&P 500 MEDIA INDEX	$100.00	$133.63	$175.28	$222.03	$124.20	$205.63

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