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

FORM 10-K/A
(Amendment No. 1)

ý   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                    to                                   

Commission File Number 001-33982

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

State of Delaware   84-1288730
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)


 

 
12300 Liberty Boulevard
Englewood, Colorado
  80112
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (720) 875-5400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Name of exchange on which registered
Series A Liberty Capital Common Stock, par value $.01 per share   The Nasdaq Stock Market LLC
Series B Liberty Capital Common Stock, par value $.01 per share   The Nasdaq Stock Market LLC
Series A Liberty Interactive Common Stock, par value $.01 per share   The Nasdaq Stock Market LLC
Series B Liberty Interactive Common Stock, par value $.01 per share   The Nasdaq Stock Market LLC
Series A Liberty Entertainment Common Stock, par value $.01 per share   The Nasdaq Stock Market LLC
Series B Liberty Entertainment Common Stock, par value $.01 per share   The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

          Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

          Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

          Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

          Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or 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.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o

          Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

          The aggregate market value of the voting stock held by nonaffiliates of Liberty Media Corporation computed by reference to the last sales price of such stock, as of the closing of trading on June 30, 2008, was approximately $21.8 billion.

          The number of shares outstanding of Liberty Media Corporation's common stock as of January 30, 2009 was:

Series A Liberty Capital Common Stock (LCAPA)—90,038,868;
Series B Liberty Capital Common Stock (
LCAPB)—6,024,724;
Series A Liberty Interactive Common Stock (
LINTA)—564,400,295;
Series B Liberty Interactive Common Stock (
LINTB)—29,435,024;
Series A Liberty Entertainment Common Stock (
LMDIA)—493,269,013; and
Series B Liberty Entertainment Common Stock (
LMDIB)—23,705,527 shares.


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EXPLANATORY NOTE

        The Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 to include all of the Part III information required by applicable SEC rules and regulations. The Registrant intended to satisfy its obligations by incorporating by reference into Part III of its Annual Report on Form 10-K the Registrant's definitive proxy statement for its 2009 Annual Meeting of Stockholders (the Annual Meeting). However, the Registrant will be unable to file its definitive proxy statement within the time period allotted for incorporation by reference under applicable SEC rules and regulations. Accordingly, the Registrant hereby amends and replaces in their entirety Items 10, 11, 12, 13 and 14 in its Annual Report on Form 10-K for the year ended December 31, 2008.

        As required by Rule 12b-15, the Registrant's principal executive officer and principal financial officers are providing Rule 13a-14(a)/15(d)-14(a) certifications. Accordingly, the Registrant hereby amends Item 15 in its Annual Report on Form 10-K for the year ended December 31, 2008 to add such reports as Exhibits.

        Except as described above, this amendment does not update or modify in any way the disclosures in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and does not purport to reflect any information or events subsequent to the filing thereof.

        We refer to Liberty Media Corporation as "Liberty Media," "us," "we" and "our" in this report.


LIBERTY MEDIA CORPORATION
2008 ANNUAL REPORT ON FORM 10-K/A
(Amendment No. 1)

Table of Contents

 
   
  Page

 

Part III

   

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

III-1

Item 11.

 

Executive Compensation

  III-4

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  III-36

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

  III-44

Item 14.

 

Principal Accounting Fees and Services

  III-47

 

Part IV

   

Item 15.

 

Exhibits and Financial Statement Schedules

 

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

        The following lists our directors and executive officers, their ages and a description of their business experience, including positions held with our company.

Name
  Positions
John C. Malone
Age: 68
  Chairman of the Board and a director of our company since March 2006. Chairman of the Board and a director of our company's predecessor (Old Liberty) from 1994 to May 2006. Chief Executive Officer of Old Liberty from August 2005 to February 2006. Mr. Malone served as Chairman of the Board of Tele-Communications Inc. (the former parent company of Old Liberty, (TCI)) from November 1996 to March 1999; and Chief Executive Officer of TCI from January 1994 to March 1997. Mr. Malone is Chairman of the Board of Liberty Global, Inc. (LGI), Chairman of the Board of The DIRECTV Group, Inc. (DIRECTV) and a director of Discovery Communications, Inc. (Discovery), IAC/InterActive Corp (IAC), Expedia, Inc. and Sirius XM Radio Inc. (Sirius).

Gregory B. Maffei
Age: 48

 

Chief Executive Officer, President and a director of our company since March 2006. Chief Executive Officer and President of Old Liberty since February 2006 and a director of Old Liberty from November 2005 to May 2006. CEO-Elect of Old Liberty from November 2005 through February 2006. Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation from June 2005 until November 2005. Mr. Maffei served as Chairman and Chief Executive Officer of 360networks Corporation from January 2000 until June 2005. Previously, Mr. Maffei was Chief Financial Officer of Microsoft Corporation and Chairman of the Board of Expedia, Inc. Mr. Maffei serves as a director of Electronic Arts, Inc., DIRECTV and Sirius.

Robert R. Bennett
Age: 51

 

A director of our company since May 2006. A director of Old Liberty from September 1994 to May 2006. Chief Executive Officer of Old Liberty from April 1997 to August 2005. President of Old Liberty from April 1997 to February 2006. Previously, Mr. Bennett held various executive positions with Old Liberty since its inception in 1994. Mr. Bennett is a director of Discovery and Sprint Nextel Corporation.

Donne F. Fisher
Age: 70

 

A director of our company since May 2006. A director of Old Liberty from October 2001 to May 2006. Mr. Fisher has served as President of Fisher Capital Partners, Ltd., a venture capital partnership, since December 1991. Mr. Fisher served as Executive Vice President of TCI from January 1994 to January 1996 and served as a consultant to TCI, including its successors AT&T Broadband LLC and Comcast Corporation, from 1996 to December 2005.

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Name
  Positions
Paul A. Gould
Age: 63
  A director of our company since May 2006. A director of Old Liberty from March 1999 to May 2006. Mr. Gould has been a Managing Director of Allen & Company LLC, an investment banking services company, for more than the last five years. Mr. Gould is a director of Ampco-Pittsburgh Corporation, LGI and Discovery.

Evan D. Malone
Age: 38

 

A director of our company since August 2008. Dr. Malone has been an engineering consultant for more than the past five years. Since January 2008, Dr. Malone has served as the owner and manager of a real estate property and management company, 1525 South Street LLC. During 2008, Dr. Malone also served as a post-doctoral research assistant at Cornell University and an engineering consultant with Rich Food Products, a food processing company. Dr. Malone has served as co-owner and director of Drive Passion PC Services, CC, an Internet café, telecommunications and document services company, in South Africa since 2007 and served as an applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S, Department of Energy, from 1999 until 2001.

David E. Rapley
Age: 67

 

A director of our company since May 2006. A director of Old Liberty from July 2002 to May 2006, having previously served as a director of Old Liberty during 1994. Mr. Rapley has served as President of Rapley Consulting, Inc. since 2002. Mr. Rapley served as Executive Vice President of Engineering of VECO Corp. Alaska from January 1998 to December 2001. Mr. Rapley is a director of LGI.

M. LaVoy Robison
Age: 73

 

A director of our company since May 2006. A director of Old Liberty from June 2003 to May 2006. Mr. Robison has been executive director and a board member of The Anschutz Foundation (a private foundation) since January 1998. Mr. Robison is a director and member of the audit committee of Discovery.

Larry E. Romrell
Age: 69

 

A director of our company since May 2006. A director of Old Liberty from March 1999 to May 2006. Mr. Romrell served as an Executive Vice President of TCI from January 1994 to March 1999. Mr. Romrell is a director of LGI.

Charles Y. Tanabe
Age: 57

 

Executive Vice President of our company since January 2007, a Senior Vice President of our company from March 2006 to December 2006, the General Counsel of our company since March 2006 and the Secretary of our company from March 2006 to December 2007. Executive Vice President of Old Liberty since January 2007, a Senior Vice President of Old Liberty from January 1999 to December 2006, the Secretary of Old Liberty from April 2001 to March 2008 and the General Counsel of Old Liberty since January 1999.

David J.A. Flowers
Age: 54

 

A Senior Vice President and the Treasurer of our company since March 2006. A Senior Vice President of Old Liberty since October 2000 and Treasurer of Old Liberty since April 1997. Mr. Flowers served as a Vice President of Old Liberty from June 1995 to October 2000. Mr. Flowers is a director of the Interval Leisure Group, Inc. and Sirius.

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Name
  Positions
Albert E. Rosenthaler
Age: 49
  A Senior Vice President of our company since March 2006. A Senior Vice President of Old Liberty since April 2002.

Christopher W. Shean
Age: 43

 

A Senior Vice President and the Controller of our company since March 2006. A Senior Vice President of Old Liberty since January 2002 and Controller of Old Liberty since October 2000. Mr. Shean served as a Vice President of Old Liberty from October 2000 to January 2002.

        There is no family relationship between any of our executive officers or directors, by blood, marriage or adoption, other than Dr. Evan D. Malone who is the son of John C. Malone. During the past five years, none of the above persons has had any involvement in such legal proceedings as would be material to an evaluation of his ability or integrity.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten-percent stockholders are required by SEC regulation to furnish us with copies of all Section 16 forms they file.

        Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms furnished to us during our most recent fiscal year, or written representations that no Forms 5 were required, we believe that, during the year ended December 31, 2008, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were met.

Code of Ethics

        We have adopted a code of ethics that applies to all of our employees, directors and officers, which constitutes our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act. Our code of ethics is available on our website at www.libertymedia.com.

Audit Committee and Audit Committee Financial Expert

        Our board has established an audit committee, whose chairman is Donne F. Fisher and whose other members are Paul A. Gould, David E. Rapley and M. LaVoy Robison. Each of the members of the audit committee meets the applicable independence rules and regulations of Nasdaq and the SEC. See "Item 13. Certain Relationships and Related Transactions, and Director Independence—Director Independence" below.

        Our board has determined that Mr. Robison is an "audit committee financial expert" under applicable SEC rules and regulations.

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Item 11.    Executive Compensation.

        Throughout this section (and except where otherwise expressly noted), we do not distinguish between our company and our predecessor, Old Liberty. Similarly, we do not distinguish between actions taken by our compensation or incentive plan committees and those taken by Old Liberty's compensation and incentive plan committees.

        This section sets forth information relating to, and an analysis and discussion of, compensation paid by our company to:

We collectively refer to these persons as our named executive officers.

Compensation Discussion and Analysis

Compensation Overview; Philosophy

        The compensation committee of our board has responsibility for establishing, implementing and regularly monitoring adherence to our compensation philosophy. That philosophy seeks to align the interests of our named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating and rewarding our executives in an effort to increase stockholder value. To that end, the compensation packages provided to our named executive officers include both cash and stock-based incentive compensation, with an emphasis placed on company performance and stock-based compensation outweighing cash.

        The compensation committee seeks to formulate a compensation package for each named executive officer that is commensurate with the responsibilities and proven performance of that executive, and that is competitive relative to the compensation packages paid to similarly situated executives at companies within our reference group (as listed below). The compensation committee also believes that compensation packages should assist our company in attracting key executives critical to its long-term success. In determining the 2008 compensation packages for our named executive officers, the compensation committee tasked company representatives with updating the executive compensation data for the companies in our reference group. The compensation committee chose to focus on the same reference group of companies for 2008 as it had focused on for 2007. Based on this information, as well as the general industry knowledge of the members of the compensation committee and the input of our chief executive officer (with respect to the compensation packages for Messrs. Tanabe, Flowers, Rosenthaler and Shean), the compensation committee determined to provide each named executive officer (other than Mr. Malone) with a compensation package comprised primarily of a base salary, a performance-based bonus and equity incentive awards, weighted heavily toward the latter two, longer-term compensation elements.

        From July 2005 until September 2008, our named executive officers (other than Mr. Maffei) were also executive officers of Discovery Holding Company (DHC), a company whose shares our company distributed to our stockholders in July 2005. In connection with the distribution, DHC and our company entered into a services agreement pursuant to which DHC paid us for an allocated portion of the salary and benefits of the shared executive officers based on an estimate of the percentage of their time that they were expected to spend on DHC matters during the applicable year. During 2008, the allocation of time spent on DHC matters was as follows: Mr. Malone: 15%; Mr. Tanabe: 20%;

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Mr. Flowers: 5%; Mr. Rosenthaler: 10%; and Mr. Shean: 20%. In September 2008, DHC completed a restructuring with Advance/Newhouse Programming Partnership pursuant to which, among other things, DHC and Advance/Newhouse combined their interests in Discovery Communications LLC under a new public, parent company, Discovery Communications, Inc. In recognition of the extraordinary efforts put forth by Messrs. Tanabe, Rosenthaler and Shean in negotiating and completing this restructuring, the compensation committee of DHC determined to grant each of these individuals cash bonuses in the amount of $80,000. At DHC's request, our company paid these bonuses on behalf of DHC and received full reimbursement from DHC, in each case, under the services agreement. Upon the closing of the restructuring, our executive officers ceased providing services to DHC, and the services agreement was assigned by DHC to Ascent Media Corporation, a wholly owned subsidiary of DHC which was spun-off as an independent public company in connection with the restructuring. None of our named executive officers provided services to Ascent Media during 2008 under the services agreement, as so assigned.

Role of Chief Executive Officer in Compensation Decisions

        Although the compensation package of each named executive officer is within the discretion of and determined by the compensation committee, recommendations are obtained from our chief executive officer, Mr. Maffei, as to all elements of each named executive officer's compensation package (other than that of Messrs. Malone and Maffei). The chief executive officer's recommendations are based on his evaluation of the performance and contributions of the other named executive officers, given their respective areas of responsibility. When making recommendations, the chief executive officer considers various qualitative factors such as:

Setting Executive Compensation

        In making its compensation decision for each named executive officer, the compensation committee considers the following:

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        Our reference group of companies consists of publicly-traded media, telecommunications and entertainment companies. This reference group includes companies that our company may compete with for executive talent and stockholder investment. This reference group also includes companies in the above industries that are headquartered in Colorado and companies in those industries that are similar to our company in size and complexity of operations. Companies included in our reference group are:

Cablevision Systems Corporation   Liberty Global, Inc.

CBS Corporation

 

News Corporation

Charter Communications, Inc.

 

Qwest Communications International Inc.

Comcast Corporation

 

Time Warner Inc.

The DIRECTV Group, Inc.

 

Time Warner Cable, Inc.

EchoStar Communications Corporation

 

Viacom Inc.

IAC/InterActiveCorp

 

The Walt Disney Company

        Although the compensation committee considers the compensation packages awarded by these companies, the compensation committee makes adjustments to these packages based on qualitative factors, such as:

        In addition, the compensation committee noted that comparisons based on the roles performed by the named executive officers of companies in our reference group and roles performed by our named executive officers may be difficult to draw. That difficulty is attributable, at least in part, to the fact that none of our named executive officers has the title of chief operating officer or chief financial officer, two positions commonly held by named executive officers of other companies. That difficulty is further pronounced when considering those in our reference group whose management has direct responsibility for operating businesses, because their named executive officers have responsibilities different from those of our named executive officers.

Elements of 2008 Executive Compensation

        For 2008 the principal components of compensation for our named executive officers were:

        Base Salary.    The compensation committee reviews the base salaries of our named executive officers (other than Mr. Malone) on an annual basis, as well as at the time of any change in responsibilities. Historically, after establishing a named executive officer's base salary, the compensation committee has limited increases to cost-of-living adjustments and adjustments based on an evaluation of a named executive officer's job performance, any changes in the scope of the named executive officer's

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responsibilities, and the named executive officer's salary level compared to other named executive officers. For 2008, the compensation committee determined to increase the base salaries of our named executive officers (other than Messrs. Malone and Maffei) by 3% or 4% reflecting only a cost-of-living adjustment. The compensation committee believes base salary should be a relatively smaller portion of each named executive officer's overall compensation package, thereby aligning the interests of our executives more closely with those of our stockholders.

        Terms.    In the first quarter of 2008, the compensation committee determined to adopt an annual, performance-based bonus program for each of our named executive officers (other than Mr. Malone), which was similar to the program adopted for 2007. This bonus program, which is structured to comply with Section 162(m) of the Code, bases each participant's bonus on the achievement of a combination of corporate and personal performance measures. Pursuant to the 2008 bonus program, the aggregate OIBDA (OIBDA) for fiscal year 2008 of our six subsidiaries (QVC, Inc., Provide Commerce, Inc., Backcountry, Inc., BuySeasons, Inc., Bodybuilding.com, LLC and Starz Entertainment, LLC) and our allocable portion of DIRECTV's 2008 OIBDA must exceed the minimum level of $2.5 billion (the 2008 OIBDA Threshold) before any participant would be entitled to receive any bonus. The compensation committee retained the right to adjust actual 2008 OIBDA for each component under certain circumstances, such as to take into account the effects of an acquisition or disposition. If the prescribed 2008 OIBDA Threshold were exceeded, 1.75% of the excess would be used to establish the available pool from which performance bonuses would be payable under this program. The compensation committee defined OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock and other equity-based compensation).

        Each participant was then assigned a maximum bonus amount, expressed as a multiple of his 2008 base salary: 800%, 200% and 150% for our chief executive officer, executive vice president and each of our senior vice presidents, respectively. If the bonus pool was insufficient to cover the aggregate maximum bonus amounts of all participants, each participant's maximum bonus amount would be reduced pro rata, for all purposes under the program, based upon his respective maximum bonus amount. Assuming the bonus pool was sufficient to cover the aggregate maximum bonus amounts:

 
  Target 2008 OIBDA Growth  
Primary
Pay-Out
Levels
  Interactive
Group
  DIRECTV   Starz  
  200 %   9.7 %   27.0 %   14.0 %
  100 %   5.0 %   17.0 %   9.0 %
  0 %   0.3 %   7.0 %   4.0 %

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Individual
Performance
Rating (IPR)
  Portion of Maximum
Bonus Payable (IPC)
 
10     Full 70 %
9     61.25 %
8     52.5 %
7     43.75  
6     35 %
5     26.25 %
4     17.5 %
3 and below     0 %
Individual
  Annual Performance Goals
Gregory B. Maffei     Oversee relationship with DIRECTV; evaluate strategic opportunities

 

 


 

Complete new tracker issuance and conduct ongoing analysis of tracker performance

 

 


 

Develop business plans, personnel and reporting strategy for operating businesses

Charles Y. Tanabe

 


 

Evaluate and develop core competencies of inhouse legal staff

 

 


 

Continue formalizing relationships with inhouse legal staff of operating businesses

 

 


 

Continue implementing our company's government affairs program

David J.A. Flowers

 


 

Manage funding requirements (including 2009 debt maturities) and ensure cash positions are protected

 

 


 

Develop financial plans for select operating companies

 

 


 

Manage and restructure financial instruments, minimizing exposure to market conditions

Albert E. Rosenthaler

 


 

Manage and complete IRS audits, examinations and mediations

 

 


 

Evaluate market opportunities and provide transaction support to maximize tax benefits

 

 


 

Monitor industry tax issues and manage training of department personnel

Christopher W. Shean

 


 

Maintain timely and accurate SEC reporting

 

 


 

Evaluate financial processes and personnel at operating companies

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Individual
  Annual Performance Goals
      Assist in transaction and structural initiatives

        Fifty percent of each participant's actual bonus amount would be payable in the form of a cash award, with the remaining 50% payable in the form of restricted stock awards. The dollar amount of the restricted stock award for 2008 was divided among our three Series A tracking stocks, as follows: (i) 45% in LMDIA restricted stock, (ii) 35% in LINTA restricted stock and (iii) 20% in LCAPA restricted stock, with the number of shares of each series awarded to be determined based on the closing market price of the shares of that series on the date of the award. The restricted shares would vest quarterly over three years.

        Awards.    Following a review of applicable financial results and preliminary forecasts, the compensation committee determined the following:

 
  (Est.) 2008
OIBDA
Growth Rate
  Pay-Out
Level
  Corporate Performance
Component
(of possible 30%)
 

Interactive Group

    (1.2 )%   0 %   0.0 %

Starz Entertainment

    17.7 %   200 %   6.0 %

DIRECTV

    22.0 %   140 %   6.3 %
                   
 

Total

                12.3 %

        The compensation committee then reviewed the individual performance of each participant to determine his rating and corresponding Individual Performance Component. The compensation committee took into account a variety of factors, without assigning a numerical value to any single performance measure. This determination was based on reports of our board, the observations of the compensation committee throughout the year and, with respect to the participants other than Mr. Maffei, the observations and input of Mr. Maffei. The following table presents the Corporate Performance Component and Individual Performance Component assigned to each participant together with the aggregate dollar value of each named executive officer's 2008 performance-based bonus (other than Mr. Malone, who does not participate in the program) and the forms of payment:

 
  Corporate
Performance
Component
(of possible 30%)
   
   
  Shares of Restricted Stock    
 
 
  IIPC (of
possible
70%)
  Total
Bonus
($)
  Cash
Award
($)
 
Name
  LCAPA   LINTA   LMDIA  

Gregory B. Maffei

    12.3 %   52.50 %   5,464,000     180,927     396,763     94,861     2,732,000  

Charles Y. Tanabe

    12.3 %   61.25 %   1,318,504     43,659     95,742     22,891     659,252  

David J.A. Flowers

    12.3 %   43.75 %   597,676     19,791     43,400     10,376     298,838  

Albert E. Rosenthaler

    12.3 %   61.25 %   734,176     24,310     53,311     12,746     367,088  

Christopher W. Shean

    12.3 %   52.50 %   665,926     22,050     48,356     11,561     332,963  

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

        Equity Incentive Compensation.    Consistent with our compensation philosophy, the compensation committee seeks to align the interests of our named executive officers with those of our stockholders by awarding stock-based incentive compensation. This ensures that our executives have a continuing stake

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in its long-term success. The compensation committee weighs stock-based compensation more heavily than cash compensation in determining each named executive officer's overall compensation mix (other than Mr. Malone, whose compensation is governed by his employment agreement). In addition, the compensation committtee has considered that the equity incentive portion of our named executive officers' compensation packages generally exceeds that of the executives in our peer group.

        The Liberty Media Corporation 2000 Incentive Plan (as amended and restated, the 2000 Incentive Plan) and the 2007 Incentive Plan provide for the grant of a variety of incentive awards, including stock options, restricted shares, stock appreciation rights and performance awards. The incentive plan committee (a subcommittee of the compensation committee) has historically granted stock options and awards of restricted stock in preference to other awards because of its belief that options and restricted shares better promote retention of key employees through the continuing, long-term nature of an equity investment. In this regard, awards under these plan generally vest over a three to five year period.

        Stock options are awarded with an exercise price equal to fair market value on the date of grant, measured by reference to the closing sale price on the grant date. Generally, grants are made by the incentive plan committee to our employees once a year. In 2008, annual option grants covering all three of our tracking stocks (LCAPA, LINTA and LMDIA) were made in December and were coupled with a restricted stock award in shares of LMDIA. The restricted stock award was made in recognition of the efforts of the management team in completing the exchange of stock of News Corporation for stock of Greenlady Corp. that was effected between News Corporation and subsidiaries of our company on February 27, 2008 (News Exchange) and their efforts in connection with the proposed split-off. The incentive plan committee may approve grants to employees of subsidiary companies on a more frequent basis based on the business practices and needs of the subsidiary.

        In addition to the annual grant, our named executive officers (other than Mr. Malone) received a grant of restricted stock in partial payment of their 2008 performance bonuses (as described above under "—2008 Performance Bonuses").

        For more information regarding these equity incentive grants, please see the "Grants of Plan-Based Awards" table below.

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

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

        On occasion, and with the approval of our chairman or chief executive officer, executives may have family members and other guests accompany them on our corporate aircraft when traveling on business. Under the terms of the employment arrangements with our chairman and chief executive

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officer, those individuals and their guests may use our corporate aircraft for non-business purposes subject to specified limitations.

        During 2008, Mr. Maffei was entitled to 120 hours per year of personal flight time through the first to occur of (i) the termination of his employment with our company, (ii) our cessation of aircraft ownership or (iii) December 31, 2011. Mr. Maffei will continue to incur taxable income, calculated in accordance with SIFL, for all personal use of corporate aircraft.

        The aggregate incremental cost to our company of Mr. Malone's personal use of our aircraft counts toward his $1 million personal expense account (described above). We value incremental cost using a method that takes into account:

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

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

        Deferred Compensation.    To help accommodate the tax and estate planning objectives of our named executive officers, as well as other executives with the title of Senior Vice President and above, our board adopted the Liberty Media Corporation 2006 Deferred Compensation Plan (as amended). Under that plan, participants may elect to defer up to 50% of their base salary and the cash portion of their bonuses. Compensation deferred under the plan that otherwise would have been received in 2008 will earn interest income at the rate of 9% per annum, compounded quarterly, for the period of the deferral. For more information on this plan, see "Executive Compensation—Executive Compensation Arrangements—2006 Deferred Compensation Plan" and the "Nonqualified Deferred Compensation Plans" table below. In addition, in response to turmoil in the financial markets during the fourth quarter of 2008, the compensation committee amended the 2006 deferred compensation plan to permit the participants to make a one-time withdrawal, or a change to the timing of the payment, of their previous deferrals. Elections were required to be made prior to December 31, 2008, with all such withdrawals to be paid in January 2009. This amendment was adopted consistent with Section 409A of the Code and its related regulations.

        We had also provided Mr. Malone with certain deferred compensation arrangements that were entered into by our predecessors and assumed by our company in connection with the various restructurings that our company has undergone. Beginning in February 2009, Mr. Malone began receiving accelerated payments under those deferred compensation arrangements. In December 2008, the compensation committee determined to amend Mr. Malone's deferred compensation arrangements, together with his installment severance arrangement (as described below), to accelerate his right to

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begin receiving these payments while continuing to be employed by our company and to provide for a fixed payment schedule. For more information on these amendments see "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" below.

Employment Arrangements with Certain Named Executive Officers

        The only named executive officer with whom we have an employment agreement is Mr. Malone. Mr. Malone's employment agreement was first entered into in the 1980s, when he was the chief executive officer of our former parent TCI. We assumed that agreement in connection with the merger of AT&T and TCI in 1999. For a more detailed description of the employment agreement of Mr. Malone, including recent amendments thereto, see "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" below.

        Although Mr. Maffei does not have an employment agreement with us, various terms of his employment were established under an arrangement approved by our board when he joined our company as CEO-Elect in November 2005. For a more detailed description of this employment arrangement, see "Executive Compensation—Executive Compensation Arrangements—Maffei Employment Arrangement" below.

Deductibility of Executive Compensation

        In developing the compensation packages for our named executive officers, the compensation committee considered the deductibility of executive compensation under Section 162(m) of the Code. That provision prohibits the deduction of compensation of more than $1 million paid to certain executives, subject to certain exceptions. One exception is for performance-based compensation, including stock options granted under the 2000 Incentive Plan and the 2007 Incentive Plan. The compensation committee has not adopted a policy requiring all compensation to be deductible under Section 162(m) of the Code, in order to maintain flexibility in making compensation decisions. Portions of the compensation paid to certain of our named executive officers may not be deductible due to the application of Section 162(m) of the Code.

Policy on Restatements

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

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SUMMARY COMPENSATION TABLE

Summary Compensation

Name and Principal Position
(as of 12/31/08)
  Year   Salary ($)   Bonus ($)   Stock
Awards
($)(1)
  Option
Awards
($)(1)
  Non-Equity
Incentive
Plan
Compensation
($)(2)
  Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(3)
  All Other
Compensation
($)(4)(5)(6)
  Total ($)  

John C. Malone

    2008     2,600         625,015     2,291,159         239,110     1,150,933 (7)   4,308,817  

Chairman of the Board

    2007     2,600         625,015     3,143,100         214,323     1,193,812 (7)   5,178,850  

    2006     2,600     625,000         2,904,084         192,186     666,724 (7)   4,390,594  

Gregory B. Maffei

   
2008
   
1,000,000
   
   
1,508,334
   
6,410,701
   
2,732,000
   
41,937
   
496,354

(8)
 
12,189,326
 

President and Chief

    2007     1,000,000         625,015     4,460,593     2,650,000     4,875     463,062 (8)   9,203,545  

Executive Officer

    2006     1,000,000     625,000         3,279,277     1,000,000         524,559 (8)   6,428,836  

Charles Y. Tanabe

   
2008
   
875,500
   
   
474,952
   
1,259,057
   
659,252
   
13,860
   
27,903
   
3,310,524
 

Executive Vice President

    2007     850,000         287,234     833,617     563,126     2,450     27,403     2,563,830  

and General Counsel

    2006     715,000     200,000     87,200     766,433             23,050     1,791,683  

David J.A. Flowers

   
2008
   
650,000
   
   
184,143
   
845,837
   
298,838
   
8,331
   
25,549
   
2,012,698
 

Senior Vice President and

    2007     625,000         92,333     672,478     275,392     1,996     24,894     1,692,093  

Treasurer (principal

    2006     575,000     93,000         726,219             22,906     1,417,125  

financial officer)

                                                       

Albert E. Rosenthaler

   
2008
   
650,000
   
   
209,876
   
852,624
   
367,088
   
3,377
   
24,662
   
2,107,627
 

Senior Vice President

    2007     625,000         106,344     748,016     310,548     907     24,061     1,814,876  

    2006     575,000     106,000         974,355             22,906     1,678,261  

Christopher W. Shean

   
2008
   
650,000
   
   
315,722
   
842,571
   
332,963
   
2,640
   
24,108
   
2,168,004
 

Senior Vice President and

    2007     625,000         212,190     682,544     310,548     605     24,455     1,855,342  

Controller (principal

    2006     575,000     125,000     87,200     675,515             22,906     1,485,621  

accounting officer)

                                                       

(1)
The dollar amounts recognized for financial statement reporting purposes have been calculated in accordance with FAS 123R. For a description of the assumptions applied in these calculations, see Note 16 to our consolidated financial statements for the year ended December 31, 2008 (which are included in our Annual Report on Form 10-K as filed with the SEC on February 27, 2009).

(2)
With respect to 2008 and 2007, reflects the cash portion of the 2008 and 2007 performance-based bonuses paid to each of our named executive officers (other than Mr. Malone, who does not participate in the program). See "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Executive Compensation—2008 Performance Bonuses." With respect to 2006, reflects Mr. Maffei's performance-based bonus.

(3)
Reflects the above-market earnings credited during 2008, 2007 and 2006 to the deferred compensation accounts of each of our named executive officers. See "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Executive Compensation—Deferred Compensation," "—Executive Compensation Arrangements—Employment Agreement," and "—Nonqualified Deferred Compensation Plans" below.

(4)
The Liberty 401(k) Savings Plan provides employees with an opportunity to save for retirement. The Liberty 401(k) Savings Plan participants may contribute up to 10% of their compensation, and we contribute a matching contribution of 100% of the participants' contributions. Participant contributions to the Liberty 401(k) Savings Plan are fully vested upon contribution.
Years of Service
  Vesting Percentage  

Less than 1

    0 %

1-2

    33 %

2-3

    66 %

3 or more

    100 %

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(5)
Included in this column are the life insurance premiums paid by our company, on behalf of each of our named executive officers (other than Mr. Malone), as follows:
 
  Amounts ($)  
Name
  2008   2007   2006  

Gregory B. Maffei

    1,710     1,710     1,050  

Charles Y. Tanabe

    4,903     4,903     1,050  

David J.A. Flowers

    2,549     2,394     906  

Albert E. Rosenthaler

    1,662     1,561     906  

Christopher W. Shean

    1,108     1,041     906  
(6)
Our company makes available to its personnel, including its named executive officers, tickets to various sporting events with no aggregate incremental cost attributable to any single person.

(7)
Includes the following:
 
  Amounts ($)  
 
  2008   2007   2006  

Reimbursement for personal estate and tax planning advice

    83,800     80,850     60,000  

Reimbursement for personal legal services

    101,612     111,235     48,246  

Compensation related to personal use of corporate aircraft(a)

    186,395     227,137     187,596  

Tax payments made on behalf of Mr. Malone

    601,191     745,832     319,278  

Payment of regulatory filing fees

    125,000          

Miscellaneous travel expenses

    20,701          

Tax gross-up related to income attributed to him with respect to Liberty Media cafeteria plan

    380     364     438  
(8)
Includes the following:
 
  Amounts ($)  
 
  2008   2007   2006  

Compensation related to personal use of corporate aircraft(a)

    460,749     234,071     409,475 (b)

Tax gross-up related to income attributed to him as a result of his reimbursement of relocation costs

        197,281      

Reimbursement of relocation costs

            91,534  

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Executive Compensation Arrangements

Malone Employment Agreement

        In connection with the merger of TCI and AT&T Corp. in 1999, an employment agreement between John C. Malone and TCI was assigned to our company. The term of Mr. Malone's employment agreement is extended daily so that the remainder of the employment term is five years. The employment agreement was amended in June 1999 to provide for, among other things, an annual salary of $2,600, subject to increase with board approval. The employment agreement was amended in 2003 to provide for payment or reimbursement of personal expenses, including professional fees and other expenses incurred by Mr. Malone for estate, tax planning and other services, and for personal use of corporate aircraft and flight crew. The aggregate amount of such payments or reimbursements and the value of his personal use of corporate aircraft was originally limited to $500,000 per year but increased to $1 million effective January 1, 2007 by our compensation committee. Although the "Summary Compensation" table above reflects the aggregate incremental cost of Mr. Malone's personal use of our corporate aircraft, the value of his aircraft use for purposes of his employment agreement is determined in accordance with SIFL and aggregated $55,016 for the year ended December 31, 2008. Mr. Malone's employment agreement was further amended in December 2008, as described below.

        Prior to the December 2008 amendment, Mr. Malone had been entitled to a deferred compensation arrangement and an installment severance payment plan in certain circumstances. Mr. Malone had been permitted to defer a portion (not in excess of 40%) of the monthly compensation payable to him for all employment years commencing on or after January 1, 1993. The aggregate deferred amount, plus interest accrued thereon at the rate of 8% per annum compounded annually from the applicable date of deferral to the date of termination, would have been payable in 240 consecutive monthly installments commencing on the termination of Mr. Malone's employment. Each installment payment would have included a payment of interest on the amount of such installment computed at the rate of 8% per annum compounded annually from Mr. Malone's termination date to the date of such installment payment (collectively, the 1993 deferred compensation arrangement). Also, upon any termination of Mr. Malone's employment, he or his beneficiaries would have been entitled to receive 240 consecutive monthly payments of $15,000 (increased at the rate of 12% per annum compounded annually from January 1, 1998 to the date payment commences), the first of which would have been payable on the first day of the month succeeding the termination of Mr. Malone's employment (the installment severance plan).

        In addition, Mr. Malone had deferred a portion of his monthly compensation under his previous employment agreement, which was entered into as of January 1982, for all employment years ending on or prior to December 31, 1992. We assumed the obligation to pay that deferred compensation in connection with the merger of AT&T and TCI. The aggregate deferred amount, plus interest accrued thereon at the rate of 13% per annum compounded annually from the applicable date of deferral to the date of termination, would have been payable in 240 consecutive monthly installments commencing on the termination of Mr. Malone's employment. Each installment payment would have included a payment of interest on the amount of such installment computed at the rate of 13% per annum compounded annually from Mr. Malone's termination date to the date of such installment payment (collectively, the 1982 deferred compensation arrangement). (The 13% interest rate was established in 1983 pursuant to the previous agreement.)

        In December 2008, the compensation committee determined to modify Mr. Malone's employment arrangements to permit Mr. Malone to begin receiving fixed monthly payments in 2009, while he remains employed by us, in satisfaction of our obligations to him under the 1993 deferred compensation arrangement, the 1982 deferred compensation arrangement and the installment severance plan. The amounts owed to Mr. Malone under these arrangements aggregated approximately $2.4 million, $20 million and $39 million, respectively, in each case, at December 31, 2008. As a result

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of these modifications, Mr. Malone will receive 240 equal monthly installments, commencing February 2009, of: (1) approximately $20,000 under the 1993 deferred compensation arrangement, (2) approximately $237,000 under the 1982 deferred compensation arrangement; and (3) approximately $164,000 under the installment severance plan. Once payments commenced under the installment severance plan, interest ceased to accrue.

        Under the terms of Mr. Malone's employment agreement, he is entitled to receive upon the termination of his employment at our election for any reason (other than for death or "cause"), a lump sum equal to his salary for a period of 5 full years following termination (calculated on the basis of $2,600 per annum, the lump sum severance payment). The December 2008 amendment did not affect the lump sum severance payment.

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

Maffei Employment Arrangement

        In connection with the acceptance by Gregory B. Maffei of employment with our company as CEO-Elect in November 2005, our board approved an employment arrangement for Mr. Maffei. Pursuant to the arrangement, Mr. Maffei is entitled to receive a base salary of $1,000,000 per annum. We agreed to reimburse Mr. Maffei for his commuting costs from Seattle to Denver through 2006. We also agreed to reimburse Mr. Maffei for expenses incurred in relocating his principal residence to the Denver area. Also, Mr. Maffei was granted options to acquire 5,500,000 shares of pre-reclassified Liberty Series A common stock at an exercise price of $7.95, which was the closing price of pre-reclassified Liberty Series A common stock on the grant date. As a result of the restructuring and the reclassification, these options have been converted into options to acquire 275,000 shares of LCAPA at an exercise price of $10.88 per share, 1,375,000 shares of LINTA at an exercise price of $16.91 per share and 1,100,000 shares of LMDIA at an exercise price of $15.89 per share. In the event of Mr. Maffei's involuntary termination without cause, Mr. Maffei will be entitled to continue receiving his base salary for a period of eighteen months after the date of such termination, together with any portion of his performance bonus determined by our board to have been earned prior to his termination. Unvested stock incentive awards held by Mr. Maffei will vest to the extent that they would have vested in that eighteen month period had Mr. Maffei continued to be employed during that period.

        As discussed under "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Executive Compensation—Perquisites and Other Personal Benefits" above, in 2008, we entered into a letter agreement with Mr. Maffei pursuant to which he is entitled to personal use of corporate aircraft not to exceed 120 hours of flight time per year through the first to occur of December 31, 2011, his termination with our company or its cessation of aircraft ownership. Mr. Maffei will continue to incur taxable income, calculated in accordance with SIFL, for all personal use of corporate aircraft.

Equity Incentive Plans

        The 2000 Incentive Plan and the 2007 Incentive Plan (together the equity incentive plans) are administered by the incentive plan committee of our board. The incentive plan committee of our board has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The equity incentive plans are designed to provide additional remuneration to certain employees and independent contractors for exceptional service and to encourage their investment in our company. The incentive plan committee may grant non-qualified stock options, SARs, restricted shares, stock units, cash awards, performance awards or any combination of the foregoing under the equity incentive plans (collectively, awards).

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        The maximum number of shares of our common stock with respect to which awards may be issued under the 2000 Incentive Plan is 82,200,000 and the 2007 Incentive Plan is 51,375,000, subject, in each case, to anti-dilution and other adjustment provisions of the respective plans. With limited exceptions, under the equity incentive plans, no person may be granted in any calendar year awards covering more than 12,844,000 shares of our common stock nor may any person receive payment for cash awards during any calendar year in excess of $10 million. Shares of our common stock issuable pursuant to awards made under the equity incentive plans are made available from either authorized but unissued shares or shares that have been issued but reacquired by us.

2006 Deferred Compensation Plan

        Effective for the year beginning January 1, 2007, officers at the level of Senior Vice President and above are eligible to participate in the Liberty Media Corporation 2006 Deferred Compensation Plan (as amended, the 2006 deferred compensation plan). Each eligible officer, including our chief executive officer, principal financial officer and principal accounting officer, may elect to defer up to 50% of his annual base salary and the cash portion of his performance bonus under the 2006 deferred compensation plan. Elections must be made in advance of certain deadlines and may include (1) the selection of a payment date, which generally may not be later than 30 years from the end of the year in which the applicable compensation is initially deferred, and (2) the form of distribution, such as a lump-sum payment or substantially equal annual installments over two to five years. Compensation deferred under the 2006 deferred compensation plan will earn interest at the rate of 9% per year, compounded quarterly at the end of each calendar quarter.

        In addition to the accelerated distribution events described under "Executive Compensation—Potential Payments Upon Termination or Change-in-Control" below, at the eligible officer's request, if the compensation committee determines that such officer has suffered a financial hardship, it may authorize immediate distribution of amounts deferred under the 2006 deferred compensation plan. In addition, a one-time withdrawal or change in payment timing was permitted to made in January 2009 as described in "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Executive Compensation—Deferred Compensation."

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

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Grants of Plan-Based Awards

        The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2008 to our named executive officers.

 
   
  Estimated Future Payouts under
Non-equity Incentive Plan Awards
  All other
stock awards:
Number of
shares of
stock or
units (#)
  All other
option awards:
Number of
securities
underlying
options (#)(2)
   
   
 
 
   
   
  Grant date
fair value
of stock
and option
awards ($)
 
 
   
  Exercise or
base price
of option
awards ($)
 
Name
  Grant Date   Threshold
($)
  Target
($)(1)
  Maximum
($)
 

John C. Malone

                                                 
 

LCAPA

    12/16/08                     333,747     3.57     393,187  
 

LINTA

    12/16/08                     1,373,132     2.91     1,538,457  
 

LMDIA

    12/16/08                     1,373,656     17.69     7,970,364  
 

LMDIA

    12/16/08                 304,240 (2)           5,382,006  

Gregory B. Maffei

                                                 

    3/24/08         5,464,000                      
 

LCAPA

    12/12/08                 180,927 (3)           546,400  
 

LINTA

    12/12/08                 396,763 (3)           956,199  
 

LMDIA

    12/12/08                 94,861 (3)           1,229,399  
 

LCAPA

    12/16/08                     333,747     3.57     393,187  
 

LINTA

    12/16/08                     1,373,132     2.91     1,538,457  
 

LMDIA

    12/16/08                     1,373,656     17.69     7,970,364  
 

LMDIA

    12/16/08                 304,240 (2)           5,382,006  

Charles Y. Tanabe

                                                 

    3/24/08         1,318,504                      
 

LCAPA

    12/12/08                 43,659 (3)           131,850  
 

LINTA

    12/12/08                 95,742 (3)           230,738  
 

LMDIA

    12/12/08                 22,891 (3)           296,667  
 

LCAPA

    12/16/08                     94,625     3.57     111,478  
 

LINTA

    12/16/08                     389,313     2.91     436,186  
 

LMDIA

    12/16/08                     389,462     17.69     2,259,775  
 

LMDIA

    12/16/08                 86,259 (2)           1,525,922  

David J.A Flowers

                                                 

    3/24/08         597,676                      
 

LCAPA

    12/12/08                 19,791 (3)           59,769  
 

LINTA

    12/12/08                 43,400 (3)           104,594  
 

LMDIA

    12/12/08                 10,376 (3)           134,473  
 

LCAPA

    12/16/08                     50,466     3.57     59,454  
 

LINTA

    12/16/08                     207,633     2.91     232,632  
 

LMDIA

    12/16/08                     207,712     17.69     1,205,207  
 

LMDIA

    12/16/08                 46,005 (2)           813,828  

Albert E. Rosenthaler

                                                 

    3/24/08         734,176                      
 

LCAPA

    12/12/08                 24,310 (3)           73,416  
 

LINTA

    12/12/08                 53,311 (3)           128,480  
 

LMDIA

    12/12/08                 12,746 (3)           165,188  
 

LCAPA

    12/16/08                     50,466     3.57     59,454  
 

LINTA

    12/16/08                     207,633     2.91     232,632  
 

LMDIA

    12/16/08                     207,712     17.69     1,205,207  
 

LMDIA

    12/16/08                 46,005 (2)           813,828  

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  Estimated Future Payouts under
Non-equity Incentive Plan Awards
  All other
stock awards:
Number of
shares of
stock or
units (#)
  All other
option awards:
Number of
securities
underlying
options (#)(2)
   
   
 
 
   
   
  Grant date
fair value
of stock
and option
awards ($)
 
 
   
  Exercise or
base price
of option
awards ($)
 
Name
  Grant Date   Threshold
($)
  Target
($)(1)
  Maximum
($)
 

Christopher W. Shean

                                                 

    3/24/08         665,926                      
 

LCAPA

    12/12/08                 22,050 (3)           66,591  
 

LINTA

    12/12/08                 48,356 (3)           116,538  
 

LMDIA

    12/12/08                 11,561 (3)           149,831  
 

LCAPA

    12/16/08                     50,466     3.57     59,454  
 

LINTA

    12/16/08                     207,633     2.91     232,632  
 

LMDIA

    12/16/08                     207,712     17.69     1,205,207  
 

LMDIA

    12/16/08                 46,005 (2)           813,828  

(1)
Represents the actual aggregate amount of each named executive officer's 2008 performance-based bonus. See "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Compensation—2008 Performance Bonuses" above.

(2)
Vests quarterly over 4 years from grant date.

(3)
Represents 50% of each named executive officer's 2008 performance-based bonus amount. Vests quarterly over 3 years from grant date. See "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Compensation—2008 Performance Bonuses Program" above.

III-19


Table of Contents

Outstanding Equity Awards at Fiscal Year-End

        The following table contains information regarding unexercised options and unvested shares of our common stock which were outstanding as of December 31, 2008 and held by our named executive officers, including those awards granted during 2008 and reflected in the "Grants of Plan-Based Awards" table above.

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 

John C. Malone

                                     

Option Awards

                                     
 

LCAPA

    36,932     47,496 (1)   15.96     3/29/14          
 

LCAPA

        333,747 (2)   3.57     12/16/15            
 

LCAPB

    574,270         15.20     2/28/11          
 

LCAPB

    90,000         12.69     6/14/15          
 

LINTA

   
50,000
   
   
19.14
   
6/14/15
   
   
 
 

LINTA

    148,918     191,475 (1)   24.06     3/29/14          
 

LINTA

        1,373,132 (2)   2.91     12/16/15          
 

LINTB

    2,871,351         23.64     2/28/11          
 

LINTB

    450,000         19.74     6/14/15              
 

LMDIA

   
40,000
   
   
17.99
   
6/14/15
   
   
 
 

LMDIA

    147,749     189,963 (1)   23.32     3/29/14          
 

LMDIA

        1,373,656 (2)   17.69     12/16/15          
 

LMDIB

    2,297,080         21.79     2/28/11          
 

LMDIB

    360,000         18.19     6/14/15          

Stock Awards

                                     
 

LCAPA

                    4,224 (3)   19,895  
 

LINTA

                    9,694 (3)   30,245  
 

LMDIA

                    16,896 (3)   295,342  
 

LMDIA

                    304,240 (2)   5,318,115  

Gregory B. Maffei

                                     

Option Awards

                                     
 

LCAPA

    206,244     68,756 (4)   10.88     11/8/12          
 

LCAPA

    10,736     4,889 (5)   11.36     3/2/13          
 

LCAPA

    49,259     63,341 (1)   15.96     3/29/14          
 

LCAPA

    28,648     85,958 (6)   17.26     12/24/14          
 

LCAPA

        333,747 (2)   3.57     12/16/15          
 

LINTA

   
1,031,244
   
343,756

(4)
 
16.91
   
11/8/12
   
   
 
 

LINTA

    53,702     24,423 (5)   17.65     3/2/13          
 

LINTA

    198,576     255,324 (1)   24.06     3/29/14          
 

LINTA

    115,692     347,087 (6)   19.96     12/24/14          
 

LINTA

        1,373,132 (2)   2.91     12/16/15          
 

LMDIA

   
825,000
   
275,000

(4)
 
15.89
   
11/8/12
   
   
 
 

LMDIA

    42,966     19,534 (5)   16.59     3/2/13          
 

LMDIA

    197,050     253,350 (1)   23.32     3/29/14          
 

LMDIA

    114,604     343,820 (6)   25.21     12/24/14          
 

LMDIA

        1,373,656 (2)   17.69     12/16/15          

III-20


Table of Contents

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 

Stock Awards

                                     
 

LCAPA

                    4,224 (3)   19,895  
 

LCAPA

                    7,481 (7)   35,236  
 

LCAPA

                    180,927 (8)   852,166  
 

LINTA

   
   
   
   
   
9,694

(3)
 
30,245
 
 

LINTA

                    44,259 (7)   138,088  
 

LINTA

                    396,763 (8)   1,237,901  
 

LMDIA

   
   
   
   
   
16,896

(3)
 
295,342
 
 

LMDIA

                    29,912 (7)   522,862  
 

LMDIA

                    94,861 (8)   1,658,170  
 

LMDIA

                    304,240 (2)   5,318,115  

Charles Y. Tanabe

                                     

Option Awards

                                     
 

LCAPA

    98,458         14.74     2/28/11          
 

LCAPA

    12,500         10.92     7/31/13          
 

LCAPA

    9,000     2,250 (9)   9.95     8/6/14          
 

LCAPA

    11,375     2,625 (10)   11.93     8/2/12          
 

LCAPA

    7,018     3,190 (11)   11.27     2/28/13          
 

LCAPA

    13,951     17,949 (1)   15.96     3/29/14          
 

LCAPA

    8,084     24,258 (6)   17.26     12/24/14          
 

LCAPA

        94,625 (2)   3.57     12/16/15          
 

LINTA

   
492,288
   
   
22.90
   
2/28/11
   
   
 
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    45,000     11,250 (9)   15.46     8/6/14          
 

LINTA

    56,875     13,125 (10)   18.54     8/2/12          
 

LINTA

    35,090     15,952 (11)   17.52     2/28/13          
 

LINTA

    56,259     72,341 (1)   24.06     3/29/14          
 

LINTA

    32,648     97,950 (6)   19.96     12/24/14          
 

LINTA

        389,313 (2)   2.91     12/16/15          
 

LMDIA

   
393,832
   
   
21.53
   
2/28/11
   
   
 
 

LMDIA

    50,000         15.95     7/31/13          
 

LMDIA

    36,000     9,000 (9)   14.53     8/6/14          
 

LMDIA

    45,500     10,500 (10)   17.43     8/2/12          
 

LMDIA

    28,072     12,760 (11)   16.47     2/28/13          
 

LMDIA

    55,825     71,775 (1)   23.32     3/29/14          
 

LMDIA

    32,340     97,028 (6)   25.21     12/24/14          
 

LMDIA

        389,462 (2)   17.69     12/16/15          

Stock Awards

                                     
 

LCAPA

                    875 (12)   4,121  
 

LCAPA

                    1,359 (3)   6,401  
 

LCAPA

                    1,592 (7)   7,498  
 

LCAPA

                    43,659 (8)   205,634  
 

LINTA

   
   
   
   
   
4,375

(12)
 
13,650
 
 

LINTA

                    3,109 (3)   9,700  
 

LINTA

                    9,406 (7)   29,347  
 

LINTA

                    95,742 (8)   298,715  

III-21


Table of Contents

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 
 

LMDIA

                    3,500 (12)   61,180  
 

LMDIA

                    5,416 (3)   94,672  
 

LMDIA

                    6,360 (7)   111,173  
 

LMDIA

                    22,891 (8)   400,135  
 

LMDIA

                    86,259 (2)   1,507,807  

David J.A. Flowers

                                     

Option Awards

                                     
 

LCAPA

    73,843         14.74     2/28/11          
 

LCAPA

    10,000         10.92     7/31/13          
 

LCAPA

    10,000     2,500 (9)   9.95     8/6/14          
 

LCAPA

    12,181     2,819 (10)   11.93     8/2/12          
 

LCAPA

    6,215     2,827 (11)   11.27     2/28/13          
 

LCAPA

    7,392     9,508 (1)   15.96     3/29/14          
 

LCAPA

    4,284     12,857 (6)   17.26     12/24/14          
 

LCAPA

        50,466 (2)   3.57     12/16/15          
 

LINTA

   
369,216
   
   
22.90
   
2/28/11
   
   
 
 

LINTA

    50,000         16.97     7/31/13          
 

LINTA

    50,000     12,500 (9)   15.46     8/6/14          
 

LINTA

    60,931     14,069 (10)   18.54     8/2/12          
 

LINTA

    31,075     14,133 (11)   17.52     2/28/13          
 

LINTA

    29,792     38,308 (1)   24.06     3/29/14          
 

LINTA

    17,300     51,914 (6)   19.96     12/24/14          
 

LINTA

        207,633 (2)   2.91     12/16/15          
 

LMDIA

   
295,372
   
   
21.53
   
2/28/11
   
   
 
 

LMDIA

    40,000         15.95     7/31/13          
 

LMDIA

    40,000     10,000 (9)   14.53     8/6/14          
 

LMDIA

    48,750     11,250 (10)   17.43     8/2/12          
 

LMDIA

    24,860     11,308 (11)   16.47     2/28/13          
 

LMDIA

    29,575     38,025 (1)   23.32     3/29/14          
 

LMDIA

    17,140     51,424 (6)   25.21     12/24/14          
 

LMDIA

        207,712 (2)   17.69     12/16/15          

Stock Awards

                                     
 

LCAPA

                    631 (3)   2,972  
 

LCAPA

                    778 (7)   3,664  
 

LCAPA

                    19,791 (8)   93,216  
 

LINTA

   
   
   
   
   
1,436

(3)
 
4,480
 
 

LINTA

                    4,603 (7)   14,361  
 

LINTA

                    43,400 (8)   135,408  
 

LMDIA

   
   
   
   
   
2,504

(3)
 
43,770
 
 

LMDIA

                    3,112 (7)   54,398  
 

LMDIA

                    10,376 (8)   181,372  
 

LMDIA

                    46,005 (2)   804,167  

  

                                   

III-22


Table of Contents

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 

Albert E. Rosenthaler

                                     

Option Awards

                                     
 

LCAPA

    25,640         12.38     4/1/12          
 

LCAPA

    12,500         10.92     7/31/13          
 

LCAPA

    10,000     2,500 (9)   9.95     8/6/14          
 

LCAPA

    12,181     2,819 (10)   11.93     8/2/12          
 

LCAPA

    6,215     2,827 (11)   11.27     2/28/13          
 

LCAPA

    7,392     9,508 (1)   15.96     3/29/14          
 

LCAPA

    4,284     12,857 (6)   17.26     12/24/14          
 

LCAPA

        50,466 (2)   3.57     12/16/15          
 

LINTA

   
128,200
   
   
19.25
   
4/1/12
   
   
 
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    50,000     12,500 (9)   15.46     8/6/14          
 

LINTA

    60,931     14,069 (10)   18.54     8/2/12          
 

LINTA

    31,075     14,133 (11)   17.52     2/28/13          
 

LINTA

    29,792     38,308 (1)   24.06     3/29/14          
 

LINTA

    17,300     51,914 (6)   19.96     12/24/14          
 

LINTA

        207,633 (2)   2.91     12/16/15          
 

LMDIA

   
102,560
   
   
18.09
   
4/1/12
   
   
 
 

LMDIA

    50,000         15.95     7/31/13          
 

LMDIA

    40,000     10,000 (9)   14.53     8/6/14          
 

LMDIA

    48,750     11,250 (10)   17.43     8/2/12          
 

LMDIA

    24,860     11,308 (11)   16.47     2/28/13          
 

LMDIA

    29,575     38,025 (1)   23.32     3/29/14          
 

LMDIA

    17,140     51,424 (6)   25.21     12/24/14          
 

LMDIA

        207,712 (2)   17.69     12/16/15          

Stock Awards

                                     
 

LCAPA

                    720 (3)   3,391  
 

LCAPA

                    879 (7)   4,140  
 

LCAPA

                    24,310 (8)   114,500  
 

LINTA

   
   
   
   
   
1,661

(3)
 
5,182
 
 

LINTA

                    5,187 (7)   16,183  
 

LINTA

                            53,311 (8)   166,330  
 

LMDIA

   
   
   
   
   
2,872

(3)
 
50,203
 
 

LMDIA

                    3,508 (7)   61,320  
 

LMDIA

                    12,746 (8)   222,800  
 

LMDIA

                    46,005 (2)   804,167  

III-23


Table of Contents

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 

Christopher W. Shean

                                     

Option Awards

                                     
 

LCAPA

    14,102         14.74     9/21/10          
 

LCAPA

    2,820         14.74     2/28/11          
 

LCAPA

    12,500         10.92     7/31/13          
 

LCAPA

    10,000     2,500 (9)   9.95     8/6/14          
 

LCAPA

    10,556     2,444 (10)   11.93     8/2/12          
 

LCAPA

    7,018     3,190 (11)   11.27     2/28/13          
 

LCAPA

    7,392     9,508 (1)   15.96     3/29/14          
 

LCAPA

    4,284     12,857 (6)   17.26     12/24/14          
 

LCAPA

        50,466 (2)   3.57     12/16/15          
 

LINTA

   
70,510
   
   
22.90
   
9/21/10
   
   
 
 

LINTA

    14,102         22.90     2/28/11          
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    50,000     12,500 (9)   15.46     8/6/14          
 

LINTA

    52,806     12,194 (10)   18.54     8/2/12          
 

LINTA

    35,090     15,952 (11)   17.52     2/28/13          
 

LINTA

    29,792     38,308 (1)   24.06     3/29/14          
 

LINTA

    17,300     51,914 (6)   19.96     12/24/14          
 

LINTA

        207,633 (2)   2.91     12/16/15          
 

LMDIA

   
56,408
   
   
21.53
   
9/21/10
   
   
 
 

LMDIA

    11,280         21.53     2/28/11          
 

LMDIA

    50,000         15.95     7/31/13          
 

LMDIA

    40,000     10,000 (9)   14.53     8/6/14          
 

LMDIA

    42,250     9,750 (10)   17.43     8/2/12          
 

LMDIA

    28,072     12,760 (11)   16.47     2/28/13          
 

LMDIA

    29,575     38,025 (1)   23.32     3/29/14          
 

LMDIA

    17,140     51,424 (6)   25.21     12/24/14          
 

LMDIA

        207,712 (2)   17.69     12/16/15          

Stock Awards

                                     
 

LCAPA

                    875 (12)   4,121  
 

LCAPA

                    848 (3)   3,994  
 

LCAPA

                    879 (7)   4,140  
 

LCAPA

                    22,050 (8)   103,856  
 

LINTA

   
   
   
   
   
4,375

(12)
 
13,650
 
 

LINTA

                    1,943 (3)   6,062  
 

LINTA

                    5,187 (7)   16,183  
 

LINTA

                    48,356 (8)   150,871  
 

LMDIA

   
   
   
   
   
3,500

(12)
 
61,180
 
 

LMDIA

                    3,384 (3)   59,152  
 

LMDIA

                    3,508 (7)   61,320  
 

LMDIA

                    11,561 (8)   202,086  
 

LMDIA

                    46,005 (2)   804,167  

(1)
Vests quarterly (based on original amount of grant) over 4 years from March 29, 2007 grant date.

(2)
Vests quarterly (based on original amount of grant) over 4 years from December 16, 2008 grant date.

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(3)
Vests quarterly (based on original amount of grant) over 3 years from December 15, 2006 grant date.

(4)
Vests quarterly (based on original amount of grant) over 4 years from November 8, 2005 grant date.

(5)
Vests quarterly (based on original amount of grant) over 4 years from March 2, 2006 grant date.

(6)
Vests quarterly (based on original amount of grant) over 4 years from December 24, 2007 grant date.

(7)
Vests quarterly (based on original amount of grant) over 3 years from December 15, 2007 grant date.

(8)
Vests quarterly (based on original amount of grant) over 3 years from December 12, 2008 grant date.

(9)
Vests on August 6, 2009.

(10)
Vests on August 2, 2009.

(11)
Vests quarterly (based on original amount of grant) over 4 years from February 28, 2006 grant date.

(12)
Vests quarterly (based on original amount of grant) over 5 years from August 2, 2005 grant date.

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Option Exercises and Stock Vested

        The following table sets forth information regarding the exercise of vested options and the vesting of restricted stock held by our named executive officers, in each case, during the year ended December 31, 2008.

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

John C. Malone

                         
 

LCAPA

    10,000     20,800     4,224     50,899  
 

LCAPB

    90,000     155,700          
 

LINTA

            9,692     118,145  
 

LMDIA

            16,896     381,723  

Gregory B. Maffei

                         
 

LCAPA

            7,960     95,918  
 

LINTA

            31,816     387,837  
 

LMDIA

            31,852     719,616  

Charles Y. Tanabe

                         
 

LCAPA

            2,640     44,285  
 

LINTA

            10,300     126,359  
 

LMDIA

            10,588     227,642  

David J.A Flowers

                         
 

LCAPA

            1,008     12,146  
 

LINTA

            3,728     45,444  
 

LMDIA

            4,052     91,545  

Albert E. Rosenthaler

                         
 

LCAPA

            1,152     13,882  
 

LINTA

            4,244     51,734  
 

LMDIA

            4,624     104,468  

Christopher W. Shean

                         
 

LCAPA

            1,780     33,922  
 

LINTA

            7,024     86,425  
 

LMDIA

            7,136     149,653  

(1)
Includes shares withheld in payment of withholding taxes at election of holder.

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Nonqualified Deferred Compensation Plans

        The following table sets forth information regarding the nonqualified deferred compensation plans in which our named executive officers participated during the year ended December 31, 2008. Our named executive officers, other than Mr. Malone, participate in the 2006 Deferred Compensation Plan. See "Executive Compensation—Executive Compensation Arrangements—2006 Deferred Compensation" for more information. Mr. Malone's deferred compensation arrangements are described under "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement."

Name
  Executive
contributions
in 2008 ($)
  Registrant
contributions
in 2008 ($)
  Aggregate
earnings in
2008 ($)(1)
  Aggregate
withdrawals/
distributions ($)
  Aggregate
balance at
12/31/08 ($)(2)
 

John C. Malone

            2,476,722         22,377,810  

Gregory B. Maffei

   
1,825,000
   
   
190,691
   
   
2,538,062
 

Charles Y. Tanabe

   
584,212
   
   
63,085
   
   
913,547
 

David J.A. Flowers

   
305,379
   
   
37,926
   
   
558,719
 

Albert E. Rosenthaler

   
146,000
   
   
15,402
   
   
259,317
 

Christopher W. Shean

   
104,055
   
   
12,021
   
   
181,353
 

(1)
Of these amounts, the following were reported in the "Summary Compensation" table as above-market earnings that were credited to the named executive officer's deferred compensation account during 2008:
Name
  Amount ($)  

John C. Malone

    239,110  

Gregory B. Maffei

    41,937  

Charles Y. Tanabe

    13,860  

David J.A. Flowers

    8,331  

Albert E. Rosenthaler

    3,377  

Christopher W. Shean

    2,640  
(2)
In our prior year proxy statements, we reported the following above-market earnings that were credited as interest to the applicable officer's deferred compensation accounts during the years reported:
 
  Amount ($)  
Name
  2007   2006   2005  

John C. Malone

    214,323     192,186     1,734,298  

Gregory B. Maffei

    4,875          

Charles Y. Tanabe

    2,450          

David J.A. Flowers

    1,196          

Albert E. Rosenthaler

    907          

Christopher W. Shean

    605          

Potential Payments Upon Termination or Change-in-Control

        The following table sets forth the potential payments our named executive officers if their employment had terminated or a change in control had occurred, in each case, as of December 31,

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2008. The actual amounts may be different at the time of termination due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.

        The amounts provided in the tables are based on the closing market prices on December 31, 2008 for each series of our common stock then-outstanding: LMDIA—$17.48, LMDIB—$17.23, LINTA—$3.12, LINTB—$2.99, LCAPA—$4.71 and LCAPB—$4.65. The value of options and SARs shown in the tables is based on the spread between the exercise or base price of the award and the applicable closing market price. The value of the restricted stock shown in the tables is based on the applicable closing market price and the number of shares vested.

        Each of our named executive officers has received awards and payments under the 2000 Incentive Plan and the 2007 Incentive Plan, and each of our named executive officers is eligible to participate in our deferred compensation plans. Additionally, each of Messrs. Malone and Maffei is entitled to certain payments upon termination under his respective employment arrangement. See "Executive Compensation—Executive Compensation Arrangements."

        Set forth below is a description of the circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout:

        Voluntary Termination.    Under the equity incentive plans, each named executive officer would only have a right to the equity grants which vested prior to his termination date.

        Under the 2006 deferred compensation plan, our company does not have an acceleration right to pay out account balances to the participants upon this type of termination. For purposes of the tabular presentation below, we have assumed that our company was permitted to make payments to the executive officers in accordance with their respective standing elections under the plans, subject to compliance with Section 409A of the Code.

        Termination for Cause.    All equity grants (whether vested or unvested) under the equity incentive plans would be forfeited by any named executive officer who is terminated for "cause." The equity incentive plans define "cause" as insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his duties and responsibilities for any reason other than illness or incapacity; provided that, if such termination is within 12 months after a change in control (as described below), "cause" means a felony conviction for fraud, misappropriation or embezzlement.

        No immediate distributions under the 2006 deferred compensation plan are permitted as a result of this type of termination (other than pursuant to the compensation committee's right to distribute out certain de minimus amounts in an officer's deferred compensation account).

        Termination Without Cause.    Certain of the employment agreements and arrangements provide for benefits in the case of termination by our company not for cause. See "Executive Compensation—Executive Compensation Arrangements" above. Pursuant to the equity incentive plans and the related award agreements, if a named executive officer were terminated without cause, in addition to his vested equity awards, he would be entitled to vesting in full with respect to any outstanding options or SARs that would have vested during the calendar year in which the termination occurs and the lapse of restrictions with respect to any restricted share awards that would have vested during such calendar year.

        No immediate distributions under the 2006 deferred compensation plan are permitted as a result of this type of termination (other than pursuant to the compensation committee's right to distribute out certain de minimus amounts in an officer's deferred compensation account).

        Death.    In the event of death, the equity incentive plans provide for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share awards.

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

        The beneficiary of a deceased executive has the option to accelerate distributions under the 2006 deferred compensation plan (which option is assumed to have been exercised for purposes of the tabular presentation below).

        Disability.    In the event of a disability, which is generally the inability to perform gainful activity for at least 12 months, the equity incentive plans provide for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share awards.

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

        A disabled executive has the option to accelerate distributions under the 2006 deferred compensation plan (which option is assumed to have been exercised for purposes of the tabular presentation below).

        Termination After a Change in Control.    In case of a change in control, the incentive plans provide for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share awards. A change in control is generally defined as:

        In the case of a change in control described in the last bullet point, our incentive plan committee may determine to not accelerate the existing equity awards if equivalent awards will be substituted for the existing awards. For purposes of the tabular presentation below, we have assumed no such determination was made.

        The 2006 deferred compensation plan provides our compensation committee with the option of terminating the plan within 12 months of a change of control and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation below.

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Benefits Payable Upon Termination or Change in Control

Name
  Voluntary
Termination ($)
  Termination
for Cause ($)
  Termination
Without
Cause ($)
  Death ($)   Disability ($)   After a Change
in Control ($)
 

John C. Malone

                                     

Lump Sum Severance(1)

            13,000         13,000      

Installment Severance Plan(2)

    39,290,251     39,290,251     39,290,251     39,290,251     39,290,251     39,290,251  

1993 Deferred Compensation Arrangement(3)

    4,820,450     4,820,450     4,820,450     2,401,273     4,820,450     4,820,450  

1982 Deferred Compensation Arrangement(4)

    56,835,905     56,835,905     56,835,905     20,213,484     56,835,905     56,835,905  

Options/SARs

    (5)       (5)   668,829 (6)   668,829 (6)   668,829 (6)

Restricted Stock

                5,663,598 (6)   5,663,598 (6)   5,663,598 (6)
                           
   

Total

    100,946,606     100,946,606     100,959,606     68,237,435     107,292,033     107,279,033  
                           

Gregory B. Maffei

                                     

Severance(7)

            1,500,000     1,500,000     1,500,000     1,500,000  

Deferred Compensation

    2,538,062     2,538,062     2,538,062     2,538,062 (8)   2,538,062 (8)   2,538,062 (8)

Options/SARs

    1,349,990 (5)       2,055,436 (9)   2,473,454 (6)   2,473,454 (6)   2,473,454 (6)

Restricted Stock

            4,794,049 (9)   10,108,020 (6)   10,108,020 (6)   10,108,020 (6)
                           
   

Total

    3,888,052     2,538,062     10,887,547     16,619,536     16,619,536     16,619,536  
                           

Charles Y. Tanabe

                                     

Deferred Compensation

    913,547     913,547     913,547     913,547 (8)   913,547 (8)   913,547 (8)

Options/SARs

    213,328 (5)       213,328 (5)   442,918 (6)   442,918 (6)   442,918 (6)

Restricted Stock

                2,750,033 (6)   2,750,033 (6)   2,750,033 (6)
                           
   

Total

    1,126,875     913,547     1,126,875     4,106,498     4,106,498     4,106,498  
                           

David J.A Flowers

                                     

Deferred Compensation

    558,719     558,719     558,719     558,719 (8)   558,719 (8)   558,719 (8)

Options/SARs

    206,746 (5)       206,746 (5)   349,364 (6)   349,364 (6)   349,364 (6)

Restricted Stock

                1,337,809 (6)   1,337,809 (6)   1,337,809 (6)
                           
   

Total

    765,465     558,719     765,465     2,245,892     2,245,892     2,245,892  
                           

Albert E. Rosenthaler

                                     

Deferred Compensation

    259,317     259,317     259,317     259,317 (8)   259,317 (8)   259,317 (8)

Options/SARs

    222,046 (5)       222,046 (5)   364,664 (6)   364,664 (6)   364,664 (6)

Restricted Stock

                1,448,217 (6)   1,448,217 (6)   1,448,217 (6)
                           
   

Total

    481,363     259,317     481,363     2,072,198     2,072,198     2,072,198  
                           

Christopher W. Shean

                                     

Deferred Compensation

    181,353     181,353     181,353     181,353 (8)   181,353 (8)   181,353 (8)

Options/SARs

    224,965 (5)       224,965 (5)   368,974 (6)   368,974 (6)   368,974 (6)

Restricted Stock

                1,490,783 (6)   1,490,783 (6)   1,490,783 (6)
                           
   

Total

    406,318     181,353     406,318     2,041,110     2,041,110     2,041,110  
                           

(1)
Under Mr. Malone's employment agreement, if his employment had been terminated, as of December 31, 2008, at our election (other than for death or cause), he would have been entitled to a lump sum severance payment of $13,000 payable upon termination, which is equal to five years' of his current annual salary of $2,600. See "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" above.

(2)
Under Mr. Malone's employment agreement, if his employment had been terminated, as of December 31, 2008, for any reason, he (or, in the event of his death, his beneficiaries) would have been entitled to 240 consecutive monthly installment severance payments commencing January 1, 2009. As described above,

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(3)
Under Mr. Malone's 1993 deferred compensation arrangement, had Mr. Malone's employment been terminated for any reason (other than death), as of December 31, 2008, he would have been entitled to 240 consecutive monthly payments of his deferred compensation, plus interest, commencing January 1, 2009. As described above, Mr. Malone's employment agreement was recently amended to accelerate these payments and to provide for a fixed payment schedule. The number included in the table represents the aggregate amount of these payments (i.e., 240 times the actual monthly payment amount that Mr. Malone began receiving in February 2009). With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Malone's compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his employment agreement. If Mr. Malone's employment had been terminated, as of December 31, 2008, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment of the unamortized principal balance of the remaining deferred compensation payments, and the compliance conditions described above would be inapplicable. See "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" above.

(4)
Under Mr. Malone's 1982 deferred compensation arrangement, had Mr. Malone's employment been terminated for any reason (other than death), as of December 31, 2008, he would have been entitled to 240 consecutive monthly payments of his deferred compensation, plus interest, commencing January 1, 2009. As described above, Mr. Malone's employment agreement was recently amended to accelerate these payments and to provide for a fixed payment schedule. The number included in the table represents the aggregate amount of these payments (i.e., 240 times the actual monthly payment amount that Mr. Malone began receiving in February 2009). With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Malone's compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his previous employment agreement. If Mr. Malone's employment had been terminated, as of December 31, 2008, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment of the unamortized principal balance of the remaining deferred compensation payments, and the compliance conditions described above would be inapplicable. See "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" above.

(5)
Based on the number of vested options and SARs held by each named executive officer at year-end. For more information, see the "Outstanding Equity Awards at Fiscal Year-End" table above.

(6)
Based on (i) the number of vested options and SARs and (ii) the number of unvested options and SARs and the number of shares of restricted stock, in each case, held by each named executive officer at year-end. For more information, see the "Outstanding Equity Awards at Fiscal Year-End" table above.

(7)
If Mr. Maffei's employment had been terminated at our election for any reason (other than cause), as of December 31, 2008, he would have been entitled to receive $1,500,000 (which consists of 18 months of his base salary). See "Executive Compensation—Executive Compensation Arrangements—Maffei Employment Arrangement" above.

(8)
Under these circumstances (and subject to the assumptions described above), the named executive officer would receive an immediate distribution of the balance of his deferred compensation account (rather than receiving distributions under the plan in accordance with the elections previously filed by such named executive officer).

(9)
Based on (i) the number of vested options and SARs held by Mr. Maffei at year-end and (ii) the number of unvested options and SARs and the number of shares of restricted stock held by Mr. Maffei that were unvested at year-end but would vest during his 18-month severance period (January 1, 2009 through June 30, 2010), pursuant to his employment arrangements. See "Executive Compensation—Executive Compensation Arrangements—Maffei Employment Arrangements" above and the "Outstanding Equity Awards at Fiscal Year-End" table above.

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Compensation of Directors

Nonemployee Directors

        Director Fees.    Prior to April 1, 2008, each of our directors who was not an employee of our company was paid an annual fee of $52,500 (which we refer to as the director fee). On and following April 1, 2008, the director fee was increased to $54,350. The chairman of the audit committee of the board and each other member of that committee is paid an additional annual fee of $20,000 and $10,000, respectively. With respect to our executive committee, compensation committee, Section 16 exemption committee and nominating and corporate governance committee, each member thereof who is not an employee of our company receives an additional annual fee of $5,000 for his participation on each such committee, except that any committee member who is also the chairman of that committee instead receives an additional annual fee of $10,000 for his participation on that committee. Director fees are payable quarterly in arrears in cash or, at the election of the director, in shares of our common stock. Fees for participation on committees are payable quarterly in arrears in cash only.

        Equity Incentive Plan.    The Liberty Media Corporation 2002 Nonemployee Director Incentive Plan (As Amended and Restated Effective August 15, 2007) (the Liberty Media director plan) is administered by our entire board of directors. Our board has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The our director plan is designed to provide our non-employee directors with additional remuneration for services rendered, to encourage their investment in our common stock and to aid in attracting persons of exceptional ability to become nonemployee directors of our company. Our board may grant non-qualified stock options, SARs, restricted shares, stock units and cash awards or any combination of the foregoing under the Liberty Media director plan (collectively, director awards).

        The maximum number of shares of our common stock with respect to which awards may be issued under the Liberty Media director plan is 2,569,000, subject to anti-dilution and other adjustment provisions of the respective plans. Shares of our common stock issuable pursuant to awards made under the Liberty Media director plan are made available from either authorized but unissued shares or shares that have been issued but reacquired by us.

        Director Options.    Pursuant to the Liberty Media director plan, on December 16, 2008, our board granted (the annual director grant) each of the nonemployee directors options to purchase (i) 3,800 shares of Series A Liberty Capital common stock at an exercise price equal to $3.57, which was the closing price of such stock on the grant date, (ii) 16,000 shares of Series A Liberty Interactive common stock at an exercise price equal to $2.91, which was the closing price of such stock on the grant date, and (iii) 11,600 shares of Series A Liberty Entertainment common stock at an exercise price equal to $17.69, which was the closing price of such stock on the grant date. The grant date fair value of these options for each director was $0.97, $0.94 and $4.09, respectively. These options will become exercisable on the first anniversary of the grant date, or on such earlier date that the grantee ceases to be a director because of death or disability, and will terminate without becoming exercisable if the grantee resigns or is removed from the board before the vesting date. The options will, upon becoming exercisable, be exercisable until the seventh anniversary of the grant date, or, if earlier, until the first business day following the first anniversary of the date the grantee ceases to be a director (or, if the grantee dies within that period, until the first business day following the expiration of the one-year period beginning on the date of the grantee's death).

        In connection with his election to our board, as of August 13, 2008, Dr. Evan Malone received a grant of options under the Liberty Media director plan to purchase (i) 685 LCAPA shares at an exercise price equal to $15.81, which was the closing price of such stock on the grant date, (ii) 3,680 LINTA shares at an exercise price equal to $13.69, which was the closing price of such stock on the grant date, and (iii) 2,470 LMDIA shares at an exercise price equal to $26.30, which was the closing price of such stock on the grant date. The grant date fair value of these options was $3.63, $3.67 and

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$5.68, respectively. Except as described above, these options are subject to the same terms and conditions as the annual director grant.

Robert R. Bennett

        Employment Agreement.    Pursuant to an employment agreement we entered into with Robert R. Bennett when he retired as our former President and Chief Executive Officer, Mr. Bennett remained employed by us during 2007 and the first quarter of 2008 at a base salary of $500,000 per annum. Also through March 31, 2008, he was entitled to office support services and to use of our New York City apartment. From April 1, 2008 through March 27, 2009 (the date on which Mr. Bennett's employment with us terminated), Mr. Bennett was entitled to receive a base salary at the rate of $3,000 per annum and an additional amount of cash compensation based on the hours of service he provided to us. Mr. Bennett was also entitled to continue his participation in our savings and welfare benefit plans and programs, subject to the terms and conditions of those plans. Mr. Bennett's employment agreement further provided for the payment of severance upon termination of employment following his death or disability. In either such event, Mr. Bennett or his beneficiaries would have been entitled to receive, in a lump sum, his salary through his scheduled termination date of August 31, 2014 (calculated on the basis of $3,000 per annum). Under Mr. Bennett's employment agreement, we did not have the right to terminate Mr. Bennett other than for death, disability or "cause."

        Termination Agreement.    On March 27, 2009, Mr. Bennett entered into a termination agreement with us pursuant to which he voluntarily terminated his employment agreement. Pursuant to the termination agreement, we accelerated Mr. Bennett's stock incentive awards and paid Mr. Bennett $38,513 for services that had been rendered at our request. Mr. Bennett waived his rights to any severance benefits but remains entitled to continue his participation in our health and welfare benefit plans and programs (subject to the terms and conditions of those plans) through August 31, 2014.

        Deferred Compensation.    In connection with Mr. Bennett's employment with the company, we entered into three separate deferred compensation arrangements with him. In 2004, our compensation committee awarded Mr. Bennett an annual bonus of $1,000,000 to be credited to a deferred compensation account and determined to credit the account with an 8% per annum investment return, compounded quarterly. Also in 2004, the compensation committee determined to credit quarterly compensation payments in the amount of $12,500 to a deferred compensation account through the first quarter of 2006 and determined to credit the account with an 8% per annum investment return, compounded quarterly. In 2005, our compensation committee awarded Mr. Bennett a bonus of $1,000,000 to be credited to a deferred compensation account and determined to credit the account with an 8% per annum investment return, compounded quarterly. The amount in these accounts, including the investment return accrued thereon through March 31, 2008, was paid to Mr. Bennett within ten business days following March 31, 2008. We owe Mr. Bennett no further obligations under these deferred compensation arrangements.

        Annual Option Grant.    On December 16, 2008, concurrent with the annual director grant to the nonemployee directors, Mr. Bennett received a grant of options to purchase (i) 3,800 shares of Series A Liberty Capital common stock at an exercise price equal to $3.57, which was the closing price of such stock on the grant date, (ii) 16,000 shares of Series A Liberty Interactive common stock at an exercise price equal to $2.91, which was the closing price of such stock on the grant date, and (iii) 11,600 shares of Series A Liberty Entertainment common stock at an exercise price equal to $17.69, which was the closing price of such stock on the grant date. The grant date fair value of these options for each director was $0.97, $0.94 and $4.09, respectively. These options are subject to the same terms and conditions as the annual director grant, except that they were issued under the 2007 Incentive Plan rather than the Liberty Media director plan.

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Director Compensation Table

Name(1)
  Fees Earned
or Paid in Cash
($)
  Stock
Awards
($)(2)(3)
  Option
Awards
($)(2)(3)
  Nonqualified
Deferred
Compensation
Earnings ($)
  All other
compensation ($)
  Total ($)  

Robert R. Bennett

            76,833     33,528 (4)   152,651 (5)   263,012  

Donne F. Fisher

    88,887 (7)       105,488             194,375  

Paul A. Gould

    88,887         105,488             194,375  

Evan D. Malone

    20,381 (7)       12,518             32,899  

David E. Rapley

    73,887         105,488         12,399 (6)   191,774  

M. LaVoy Robison

    73,887         105,488             179,375  

Larry E. Romrell

    63,887 (7)       105,488         12,399 (6)   181,774  

(1)
John C. Malone and Gregory B. Maffei, each of whom is a director of our company and a named executive officer, received no compensation for serving as directors of our company during 2008.

(2)
The dollar amounts recognized for financial statement purposes have been calculated in accordance with FAS 123R. For a description of the assumptions applied in these calculations, see Note 16 to our consolidated financial statements for the year ended December 31, 2008 (which are included in our Annual Report on Form 10-K as filed with the SEC on February 27, 2009).

(3)
As of December 31, 2008, our directors (other than Messrs. Malone and Maffei, whose stock incentive awards are listed in "Outstanding Equity Awards at Fiscal Year-End" above) held the following stock incentive awards:
 
  Robert R.
Bennett
  Donne F.
Fisher
  Paul A.
Gould
  Evan D.
Malone
  David E.
Rapley
  M. LaVoy
Robison
  Larry E.
Romrell
 

Stock Options

                                           
 

LCAPA

    5,450     8,260     8,698     4,485     8,260     8,260     8,260  
 

LCAPB

    833,993 (a)                        
 

LINTA

    22,400     35,610     37,798     19,680     35,610     35,610     35,610  
 

LINTB

    4,169,963 (b)                        
 

LMDIA

    18,200     29,440     31,192     14,070     29,440     29,440     29,440  
 

LMDIB

    3,335,972 (c)                        

SARs

                                           
 

LCAPA

    100,000     1,650     1,650         1,650     1,650     1,650  
 

LINTA

    500,000     8,250     8,250         8,250     8,250     8,250  
 

LMDIA

    400,000     6,600     6,600         6,600     6,600     6,600  
(4)
Reflects the above-market earnings credited during 2008 to the deferred compensation accounts of Mr. Bennett. See "—Compensation of Directors—Robert R. Bennett" above.

(5)
Consists of (i) $129,162 in salary, (ii) $23,000 of matching contributions made by us to the Liberty 401(k) Savings Plan and (iii) $489 in life insurance premiums paid by us on behalf of Mr. Bennett, in all cases as a result of Mr. Bennett serving as an employee of our company during 2008.

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(6)
Represents health insurance premiums paid by us for the benefit of Mr. Rapley and Mr. Romrell.

(7)
Includes $22,327, $6,780 and $15,621 paid in our common stock to Mr. Fisher, Mr. Malone and Mr. Romrell, respectively.

Compensation Committee Interlocks and Insider Participation

        No member of our compensation committee is or has been an officer or employee of our company, or has engaged in any related party transaction in which our company was a participant.

Compensation Committee Report

        The compensation committee has reviewed and discussed with our management the "Compensation Discussion and Analysis" included under "Executive Compensation" above. Based on such review and discussions, the compensation committee recommended to our board that the "Compensation Discussion and Analysis" be included in this report.

Submitted by the Members of the Compensation Committee

Paul A. Gould
Donne F. Fisher
David E. Rapley
M. LaVoy Robison
Larry E. Romrell

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Table of Contents

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Equity Compensation Plan Information

        The following table provides certain information regarding our equity compensation plans, as of December 31, 2008.

Plan Category
  Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights (a)(1)
  Weighted
average
exercise price
of
outstanding
options,
warrants and
rights
  Number of securities
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))(1)
 

Equity compensation plans approved by security holders:

                   

Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective February 22, 2007):

                36,976,000  
   

LCAPA

    2,387,526   $ 13.79        
   

LCAPB

    1,408,263   $ 15.20        
   

LINTA

    18,514,448   $ 20.18        
   

LINTB

    7,491,314   $ 23.41        
   

LMDIA

    9,285,988   $ 20.14        
   

LMDIB

    5,993,052   $ 21.57        

Liberty Media Corporation 2002 Nonemployee Director Incentive Plan (As Amended and Restated Effective August 15, 2007):

                2,156,000  
   

LCAPA

    58,475   $ 9.43        
   

LCAPB

               
   

LINTA

    258,181   $ 12.45        
   

LINTB

               
   

LMDIA

    208,430   $ 19.69        
   

LMDIB

               

Liberty Media Corporation 2007 Incentive Plan

                27,765,000  
   

LCAPA

    1,584,869   $ 6.43        
   

LCAPB

               
   

LINTA

    12,587,959   $ 11.11        
   

LINTB

               
   

LMDIA

    6,483,335   $ 19.23        
   

LMDIB

               

Equity compensation plans not approved by security holders—None

                   
                 
 

Total:

                   
   

LCAPA

    4,030,870              
                   
   

LCAPB

    1,408,263              
                   
   

LINTA

    31,360,588              
                   
   

LINTB

    7,491,314              
                   
   

LMDIA

    15,977,753              
                   
   

LMDIB

    5,993,052              
                   

                66,897,000  
                   

(1)
Each plan permits grants of, or with respect to, shares of any series of our common stock, subject to a single aggregate limit.

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Table of Contents

Security Ownership of Certain Beneficial Owners

        The following table sets forth information, to the extent known by us or ascertainable from public filings, concerning shares of our common stock beneficially owned by each person or entity (excluding any of our directors and executive officers) known by us to own more than five percent of the outstanding shares of any series of our common stock.

        The security ownership information is given as of March 31, 2009, and, in the case of percentage ownership information, is based upon (1) 89,874,323 LCAPA shares, (2) 6,024,724 LCAPB shares, (3) 566,724,594 LINTA shares, (4) 29,402,423 LINTB shares, (5) 494,597,535 LMDIA shares and (6) 23,705,487 LMDIB shares, in each case, outstanding on that date.

Name and Address of Beneficial Owner
  Title of Class   Amount and
Nature of
Beneficial
Ownership
  Percent
of Class
(%)
  Voting
Power
(%)
 
Capital Research and Management Company   LCAPA     7,174,145 (1)   8.0     2.1  
333 South Hope Street   LCAPB                
Los Angeles, CA 90071   LINTA                
    LINTB                
    LMDIA     28,696,580 (1)   5.8        
    LMDIB                

Southeastern Asset Management, Inc. 

 

LCAPA

 

 


 

 


 

 

 

 
6410 Poplar Ave., Suite 900   LCAPB                
Memphis, TN 38119   LINTA     101,817,724 (2)   18.0     12.4  
    LINTB                
    LMDIA     114,040,792 (3)   23.1        
    LMDIB                

Longleaf Partners Fund

 

LCAPA

 

 


 

 


 

 

4.5

 
c/o Southeastern Asset Management, Inc.   LCAPB                
6410 Poplar Ave., Suite 900   LINTA     38,289,181 (2)   6.8        
Memphis, TN 38119   LINTB                
    LMDIA     40,459,818 (3)   8.2        
    LMDIB                

The Growth Fund of America, Inc. 

 

LCAPA

 

 


 

 


 

 

2.2

 
333 South Hope Street   LCAPB                
Los Angeles, CA 90071   LINTA     38,167,500 (4)   6.8        
    LINTB                
    LMDIA                
    LMDIB                

ClearBridge Advisors, LLC

 

LCAPA

 

 

10,252,032

(5)

 

11.4

 

 

2.2

 
399 Park Avenue   LCAPB                
New York, NY 10022   LINTA     27,439,601 (6)   4.9        
    LINTB                
    LMDIA                
    LMDIB                

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Table of Contents

Name and Address of Beneficial Owner
  Title of Class   Amount and
Nature of
Beneficial
Ownership
  Percent
of Class
(%)
  Voting
Power
(%)
 

Dodge & Cox

 

LCAPA

 

 


 

 


 

 

3.3

 
555 California Street, 40th Floor   LCAPB                
San Francisco, CA 94104   LINTA     57,920,441 (7)   10.2        
    LINTB                
    LMDIA                
    LMDIB                

Comcast QVC, Inc. 

 

LCAPA

 

 

5,000,000

(8)

 

5.6

 

 

0.3

 
    LCAPB                
    LINTA                
    LINTB                
    LMDIA                
    LMDIB                

(1)
The number of shares of LCAPA is based upon the Schedule 13G/A, dated February 10, 2006, filed by Capital Research and Management Company (CRMC) with respect to the Series A common stock of our predecessor issuer Liberty Media LLC (formerly named Liberty Media Corporation (Old Liberty)). The figures included in the Schedule 13G/A have been adjusted to reflect (i) the May 9, 2006 restructuring of Old Liberty, pursuant to which we became the new publicly traded parent company of Old Liberty and all of the outstanding shares of Old Liberty common stock were exchanged for shares of Liberty Capital common stock and Liberty Interactive common stock (the restructuring) and (ii) the reclassification in March 2008. CRMC, as a result of acting as investment adviser to various investment companies, is deemed to be the beneficial owner of (i) 7,174,145 shares of LCAPA and (ii) 28,696,580 shares of LMDIA, but disclaims beneficial ownership pursuant to Rule 13d-4. As per the adjustment to the Schedule 13G/A figures, CRMC is estimated to have sole voting power over (i) 2,241,395 shares of LCAPA and (ii) 8,965,580 shares of LMDIA. With respect to its shares of LINTA, CRMC has filed a Schedule 13G/A dated February 13, 2008 which states that CRMC manages assets subject to reporting on Schedule 13G through two investment divisions, Capital Research Global Investors and Capital World Investors. These divisions make independent investment and proxy voting decisions and have begun filing separate ownership reports on Schedule 13G. See footnotes (5) and (6) below.

(2)
The number of shares of LINTA is based upon the Amendment No. 4 to Schedule 13G, dated February 6, 2009, filed by Southeastern Asset Management, Inc. (Southeastern) an investment advisor, Longleaf Investment Partners (Longleaf), an investment company of which Southeastern is the investment advisor, and O. Mason Hawkins, Chairman of the Board and CEO of Southeastern, with respect to shares of LINTA. All of the 101,817,724 shares of LINTA covered by the Schedule 13G/A are owned by Southeastern's investment advisory clients and none is owned directly or indirectly by Southeastern. Mr. Hawkins could be deemed to be a controlling person of Southeastern but disclaims the existence of such control. Mr. Hawkins does not own directly or indirectly any securities covered by the Schedule 13G/A. Southeastern and Mr. Hawkins disclaim beneficial ownership of the shares covered by the Schedule 13G/A pursuant to Rule 13d-4. The Schedule 13G/A states that Southeastern has sole voting power over 52,097,502 shares of LINTA, shared voting power over 38,289,181 shares of LINTA and no voting power over 11,431,041 shares of LINTA. Longleaf has shared voting power over 38,289,181 shares.

(3)
The number of shares of LMDIA is based upon the Amendment No. 2 to Schedule 13G, dated February 6, 2009, filed by Southeastern, Longleaf and O. Mason Hawkins with respect to shares of LMDIA. All of the 114,040,792 shares of LMDIA reported by Southeastern in the Schedule 13G/A are owned by Southeastern's investment advisory clients and none is owned

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Table of Contents

(4)
The number of shares of LINTA is based upon the Schedule 13G/A, dated December 10, 2007, filed by The Growth Fund of America, an investment company, with respect to shares of LINTA. The Schedule 13G/A states that The Growth Fund has sole voting power over 38,167,500 shares of LINTA. The Schedule 13G/A also states that The Growth Fund is advised by CRMC and an agreement between The Growth Fund and CRMC on the joint filing of Schedule 13G is filed as an exhibit.

(5)
The number of shares of LCAPA is based on the Schedule 13G/A filed on February 13, 2009 by ClearBridge Advisors, LLC, an investment advisor (ClearBridge). The Schedule 13G states that ClearBridge has sole voting power over 7,195,192 shares of LCAPA.

(6)
The number of shares of LINTA is based upon the Schedule 13G/A, dated February 10, 2009, filed by ClearBridge with respect to shares of LINTA. The Schedule 13G/A states that ClearBridge has sole voting power over 19,600,089 shares of LINTA.

(7)
The number of shares of LINTA is based upon the Schedule 13G/A, dated February 10, 2009, filed by Dodge & Cox respect to shares of LINTA. The Schedule 13G states that the aggregate amount of shares of LINTA beneficially owned by Dodge & Cox is 57,920,441. Dodge & Cox has sole voting power over 54,304,016 shares of LINTA and shared voting power over 168,275 shares of LINTA.

(8)
The number of shares of LCAPA is based upon the Schedule 13G, dated February 17, 2009, filed by Comcast QVC, Inc. (Comcast QVC), Comcast Programming Holdings, Inc. (Comcast Programming), Comcast Holdings Corporation (Comcast Holdings) and Comcast Corporation (Comcast) with respect to shares of LCAPA. The Schedule 13G states each of Comcast QVC, Comcast Programming, Comcast Holdings and Comcast have shared voting power over 5,000,000 shares of LCAPA. The Schedule 13G states that Comcast QVC is a direct wholly-owned subsidiary of Comcast Programming, which is a direct, wholly-owned subsidiary of Comcast Holdings, which is a direct, wholly-owned subsidiary of Comcast.

Security Ownership of Management

        The following table sets forth information with respect to the ownership by each of our directors and named executive officers and by all of our directors and named executive officers as a group, of shares of LCAPA, LCAPB, LINTA, LINTB, LMDIA and LMDIB. The security ownership information is given as of March 31, 2009, and, in the case of percentage ownership information, is based upon (1) 89,874,323 LCAPA shares, (2) 6,024,724 LCAPB shares, (3) 566,724,594 LINTA shares, (4) 29,402,423 LINTB shares, (5) 494,597,535 LMDIA shares, and (6) 23,705,487 LMDIB shares, in each case outstanding on that date.

        Shares of restricted stock that have been granted pursuant to our incentive plans are included in the outstanding share numbers provided throughout this report. Shares of common stock issuable upon exercise or conversion of options, warrants and convertible securities that were exercisable or convertible on or within 60 days after March 31, 2009, are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of shares of LCAPB, LINTB and LMDIB, though convertible on a

III-39


Table of Contents


one-for-one basis into shares of LCAPA, LINTA and LMDIA, respectively, is reported as beneficial ownership of LCAPB, LINTB and LMDIB only, and not as beneficial ownership of LCAPA, LINTA or LMDIA. So far as is known to us, the persons indicated below have sole voting power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table.

        The number of shares indicated as owned by the following persons includes interests in shares held by the Liberty 401(k) Savings Plan as of March 31, 2009. The shares held by the trustee of the Liberty 401(k) Savings Plan for the benefit of these persons are voted as directed by such persons.

Name
  Title of
Series
  Amount and Nature of
Beneficial Ownership
  Percent
of Series
(%)
  Voting
Power
(%)
 
 
   
  (In thousands)
   
   
 

John C. Malone

  LCAPA     2,892 (1)(2)(3)(4)(5)(6)(7)   3.2     34.4  
 

Chairman of the Board

  LCAPB     6,131 (1)(5)(6)(8)   93.2        

  LINTA     4,480 (1)(2)(3)(4)(5)(6)(7)   *        

  LINTB     30,579 (1)(5)(6)(8)   93.5        

  LMDIA     3,422 (1)(2)(3)(4)(5)(6)(7)   *        

  LMDIB     24,463 (1)(5)(6)(8)   92.8        

Gregory B. Maffei

 

LCAPA

   
887

(2)(4)(5)
 
1.0
   
*
 
 

Director, President and

  LCAPB                  
 

Chief Executive Officer

  LINTA     2,174 (2)(4)(5)   *        

  LINTB                  

  LMDIA     2,023 (2)(4)(5)   *        

  LMDIB                  

Robert R. Bennett

 

LCAPA

   
441

(2)(5)(9)
 
*
   
4.7
 
 

Director

  LCAPB     834 (5)(9)   12.2        

  LINTA     853 (2)(5)(9)   *        

  LINTB     4,170 (5)(9)   12.4        

  LMDIA     1,166 (2)(5)(9)   *        

  LMDIB     3,336 (5)(9)   12.3        

Donne F. Fisher

 

LCAPA

   
21

(5)
 
*
   
*
 
 

Director

  LCAPB     28     *        

  LINTA     104 (5)   *        

  LINTB     140     *        

  LMDIA     83 (5)   *        

  LMDIB     112     *        

Paul A. Gould

 

LCAPA

   
1,089

(5)
 
1.2
   
*
 
 

Director

  LCAPB     30     *        

  LINTA     421 (5)   *        

  LINTB     150     *        

  LMDIA     323 (5)   *        

  LMDIB     120     *        

Evan D. Malone

 

LCAPA

   
         
*
 
 

Director

  LCAPB                  

  LINTA     2     *        

  LINTB                  

  LMDIA                  

  LMDIB                  

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Table of Contents

Name
  Title of
Series
  Amount and Nature of
Beneficial Ownership
  Percent
of Series
(%)
  Voting
Power
(%)
 
 
   
  (In thousands)
   
   
 

David E. Rapley

 

LCAPA

    6 (5)   *     *  
 

Director

  LCAPB                  

  LINTA     30 (5)   *        

  LINTB                  

  LMDIA     26 (5)   *        

  LMDIB                  

M. LaVoy Robison

 

LCAPA

   
6

(5)
 
*
   
*
 
 

Director

  LCAPB                  

  LINTA     30 (5)   *        

  LINTB                  

  LMDIA     26 (5)   *        

  LMDIB                  

Larry E. Romrell

 

LCAPA

   
18

(5)
 
*
   
*
 
 

Director

  LCAPB                  

  LINTA     31 (5)   *        

  LINTB     1              

  LMDIA     70 (5)   *        

  LMDIB     1              

Charles Y. Tanabe

 

LCAPA

   
240

(2)(4)(5)(10)
 
*
   
*
 
 

Executive Vice President and

  LCAPB                  
 

and General Counsel

  LINTA     1,044 (2)(4)(5)(10)   *        

  LINTB                  

  LMDIA     895 (2)(4)(5)(10)   *        

  LMDIB                  

David J.A. Flowers

 

LCAPA

   
256

(2)(4)(5)
 
*
   
*
 
 

Senior Vice President and Treasurer

  LCAPB                  

  LINTA     738 (2)(4)(5)   *        

  LINTB                  

  LMDIA     680 (2)(4)(5)   *        

  LMDIB                  

Albert E. Rosenthaler

 

LCAPA

   
114

(2)(4)(5)
 
*
   
*
 
 

Senior Vice President

  LCAPB