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

FORM 10-Q


ý

 

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

For the quarterly period ended June 30, 2011

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

12300 Liberty Boulevard
Englewood, Colorado

(Address of principal executive offices)

 

80112
(Zip Code)

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

        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 (§232.405 of this chapter) during the preceding 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 whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(do not check if
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 Exchange Act. Yes o    No ý

        The number of outstanding shares of Liberty Media Corporation's common stock as of July 31, 2011 was:

 
  Series A   Series B  

Liberty Capital common stock

    74,138,127     7,345,691  

Liberty Interactive common stock

    572,681,560     29,002,021  

Liberty Starz common stock

    49,222,471     2,949,073  



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)

 
  June 30,
2011
  December 31,
2010
 
 
  amounts in millions
 

Assets

             

Current assets:

             
 

Cash and cash equivalents

  $ 3,414     3,179  
 

Trade and other receivables, net

    915     1,142  
 

Inventory, net

    1,103     1,069  
 

Program rights

    471     411  
 

Short term marketable securities

    372     509  
 

Restricted cash (note 10)

    716     68  
 

Other current assets

    121     177  
           
   

Total current assets

    7,112     6,555  
           

Investments in available-for-sale securities and other cost investments, including $1,148 million and $1,219 million pledged as collateral for share borrowing arrangements (note 6)

    4,244     4,551  

Investments in affiliates, accounted for using the equity method (note 7)

    1,478     1,040  

Property and equipment, at cost

    2,386     2,297  

Accumulated depreciation

    (1,111 )   (1,012 )
           

    1,275     1,285  
           

Intangible assets not subject to amortization (note 9):

             
 

Goodwill

    6,350     6,315  
 

Trademarks

    2,513     2,513  
 

Other

    153     153  
           

    9,016     8,981  
           

Intangible assets subject to amortization, net (note 9)

    2,587     2,759  

Other assets, at cost, net of accumulated amortization

    866     1,429  
           
   

Total assets

  $ 26,578     26,600  
           

See accompanying notes to condensed consolidated financial statements.

I-1



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)

 
  June 30,
2011
  December 31,
2010
 
 
  amounts in millions
 

Liabilities and Equity

             

Current liabilities:

             
 

Accounts payable

  $ 544     651  
 

Accrued liabilities

    883     995  
 

Financial instruments (note 8)

    1,167     1,264  
 

Current portion of debt (note 10)

    1,265     530  
 

Deferred income tax liabilities

    911     864  
 

Deferred revenue

    211     347  
 

Other current liabilities

    115     88  
           
   

Total current liabilities

    5,096     4,739  
           

Long-term debt, including $2,661 million and $2,506 million measured at fair value (note 10)

    5,957     6,788  

Long-term financial instruments (note 8)

    88     94  

Deferred income tax liabilities

    2,465     2,211  

Deferred revenue

    548     860  

Other liabilities

    462     466  
           
   

Total liabilities

    14,616     15,158  
           

Equity

             
 

Stockholders' equity (note 11):

             
   

Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued

         
   

Series A Liberty Capital common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 74,131,132 shares at June 30, 2011 and 75,139,893 shares at December 31, 2010

    1     1  
   

Series B Liberty Capital common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 7,350,225 shares at June 30, 2011 and 7,363,948 shares at December 31, 2010

         
   

Series A Liberty Starz common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 49,216,947 shares at June 30, 2011 and 49,130,652 shares at December 31, 2010

         
   

Series B Liberty Starz common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 2,953,815 shares at June 30, 2011 and 2,917,815 shares at December 31, 2010

         
   

Series A Liberty Interactive common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 572,645,073 shares at June 30, 2011 and 570,731,067 shares at December 31, 2010

    6     6  
   

Series B Liberty Interactive common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 29,005,670 shares at June 30, 2011 and 29,059,016 shares at December 31, 2010

         
   

Additional paid-in capital

    8,189     8,338  
   

Accumulated other comprehensive earnings, net of taxes

    282     226  
   

Retained earnings

    3,388     2,742  
           
     

Total stockholders' equity

    11,866     11,313  
 

Noncontrolling interests in equity of subsidiaries

    96     129  
           
     

Total equity

    11,962     11,442  
           

Commitments and contingencies (note 12)

             
   

Total liabilities and equity

  $ 26,578     26,600  
           

See accompanying notes to condensed consolidated financial statements.

I-2



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Operations

(unaudited)

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions,
except per share amounts

 

Revenue:

                         
 

Net retail sales

  $ 2,245     2,053     4,404     4,078  
 

Communications and programming services

    538     511     1,511     984  
                   

    2,783     2,564     5,915     5,062  
                   

Operating costs and expenses:

                         
 

Cost of sales

    1,398     1,284     2,775     2,578  
 

Operating

    541     558     1,137     1,014  
 

Selling, general and administrative, including stock-based compensation (note 3)

    294     271     618     617  
 

Legal settlement

            (7 )    
 

Depreciation and amortization

    168     164     338     326  
                   

    2,401     2,277     4,861     4,535  
                   
   

Operating income

    382     287     1,054     527  

Other income (expense):

                         
 

Interest expense

    (110 )   (174 )   (227 )   (344 )
 

Share of earnings of affiliates, net (note 7)

    15     39     7     48  
 

Realized and unrealized gains (losses) on financial instruments, net (note 8)

    143     (81 )   186     86  
 

Gains (losses) on dispositions, net

        25     (2 )   388  
 

Other, net

    29     2     72      
                   

    77     (189 )   36     178  
                   
   

Earnings from continuing operations before income taxes

    459     98     1,090     705  

Income tax expense

    (176 )   (57 )   (422 )   (265 )
                   
   

Net earnings

    283     41     668     440  

Less net earnings attributable to the noncontrolling interests

    12     4     22     14  
                   

Net earnings attributable to Liberty Media Corporation shareholders

  $ 271     37     646     426  
                   

Net earnings (losses) attributable to Liberty Media Corporation shareholders:

                         
 

Liberty Capital common stock

  $ 22     (82 )   301     (60 )
 

Liberty Starz common stock

    67     61     119     118  
 

Liberty Interactive common stock

    182     58     226     368  
                   

  $ 271     37     646     426  
                   

See accompanying notes to condensed consolidated financial statements.

I-3



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Operations (Continued)

(unaudited)

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions,
except per share amounts

 

Basic net earnings (losses) attributable to Liberty Media Corporation shareholders per common share (note 4):

                         
 

Series A and Series B Liberty Capital common stock

  $ 0.27     (.86 )   3.72     (.63 )
 

Series A and Series B Liberty Starz common stock

  $ 1.31     1.22     2.33     2.36  
 

Series A and Series B Liberty Interactive common stock

  $ 0.30     .10     0.38     .62  

Diluted net earnings (losses) attributable to Liberty Media Corporation shareholders per common share (note 4):

                         
 

Series A and Series B Liberty Capital common stock

  $ 0.27     (.86 )   3.63     (.63 )
 

Series A and Series B Liberty Starz common stock

  $ 1.26     1.20     2.25     2.31  
 

Series A and Series B Liberty Interactive common stock

  $ 0.30     .10     0.37     .61  

See accompanying notes to condensed consolidated financial statements.

I-4



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Comprehensive Earnings (Loss)

(unaudited)

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Net earnings

  $ 283     41     668     440  
                   

Other comprehensive earnings (loss), net of taxes:

                         
 

Foreign currency translation adjustments

    24     (50 )   72     (102 )
 

Unrealized holding losses arising during the period

    (3 )   (67 )   (27 )   (2 )
 

Recognition of previously unrealized (gains) losses on available-for-sale securities, net

    8     (14 )   2     (126 )
 

Share of other comprehensive earnings (losses) of equity affiliates

    5     (6 )   8     (1 )
 

Other

        12     1     25  
                   
     

Other comprehensive earnings (loss)

    34     (125 )   56     (206 )
                   

Comprehensive earnings (loss)

    317     (84 )   724     234  
 

Less comprehensive earnings attributable to the noncontrolling interests

    15     11     22     20  
                   
 

Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders

  $ 302     (95 )   702     214  
                   

Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders:

                         
   

Liberty Capital common stock

  $ 34     (156 )   289     (74 )
   

Liberty Starz common stock

    66     61     113     118  
   

Liberty Interactive common stock

    202         300     170  
                   

  $ 302     (95 )   702     214  
                   

See accompanying notes to condensed consolidated financial statements.

I-5



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Cash Flows

(unaudited)

 
  Six months
ended
June 30,
 
 
  2011   2010  
 
  amounts in millions
 

Cash flows from operating activities:

             
 

Net earnings

  $ 668     440  
 

Adjustments to reconcile net earnings to net cash provided by operating activities:

             
   

Depreciation and amortization

    338     326  
   

Stock-based compensation

    51     60  
   

Cash payments for stock-based compensation

    (11 )   (40 )
   

Noncash interest expense

    5     50  
   

Share of earnings of affiliates, net

    (7 )   (48 )
   

Cash receipts from returns on equity investments

    10     10  
   

Realized and unrealized gains on financial instruments, net

    (186 )   (86 )
   

Losses (gains) on disposition of assets, net

    2     (388 )
   

Deferred income tax expense

    179     106  
   

Other noncash charges (credits), net

    (348 )   112  
   

Changes in operating assets and liabilities

             
       

Current and other assets

    15     88  
       

Payables and other liabilities

    (90 )   (99 )
           
         

Net cash provided by operating activities

    626     531  
           

Cash flows from investing activities:

             
 

Cash proceeds from dispositions

        518  
 

Proceeds from settlement of financial instruments, net

        719  
 

Investments in and loans to cost and equity investees

    (89 )   (257 )
 

Repayment of loan by cost and equity investees

    189     98  
 

Capital expended for property and equipment

    (109 )   (129 )
 

Net sales (purchases) of short term investments

    141     (307 )
 

Net increase in restricted cash

    (145 )   (30 )
 

Other investing activities, net

        (2 )
           
     

Net cash provided by (used by) investing activities

    (13 )   610  
           

Cash flows from financing activities:

             
 

Borrowings of debt

    193     1,136  
 

Repayments of debt

    (451 )   (2,738 )
 

Repurchases of Liberty common stock

    (96 )   (326 )
 

Other financing activities, net

    (35 )   73  
           
     

Net cash used by financing activities

    (389 )   (1,855 )
           

Effect of foreign currency exchange rates on cash

    11     (15 )
           
     

Net increase (decrease) in cash and cash equivalents

    235     (729 )
     

Cash and cash equivalents at beginning of period

    3,179     4,835  
           
     

Cash and cash equivalents at end of period

  $ 3,414     4,106  
           

See accompanying notes to condensed consolidated financial statements.

I-6


LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement Of Equity

(unaudited)

Six months ended June 30, 2011

 
  Stockholders' Equity    
   
 
 
   
  Common stock    
   
   
   
   
 
 
   
  Liberty
Capital
  Liberty
Starz
  Liberty
Interactive
   
   
   
   
   
 
 
   
   
  Accumulated
other
comprehensive
earnings
   
  Noncontrolling
interest in
equity of
subsidiaries
   
 
 
  Preferred stock   Additional
paid-in
capital
  Retained
earnings
  Total
equity
 
 
  Series A   Series B   Series A   Series B   Series A   Series B  
 
  amounts in millions
 

Balance at January 1, 2011

  $     1                 6         8,338     226     2,742     129     11,442  
 

Net earnings

                                        646     22     668  
 

Other comprehensive earnings

                                    56             56  
 

Stock compensation

                                38                 38  
 

Issuance of common stock upon exercise of stock options

                                13                 13  
 

Series A Liberty Capital stock repurchases

                                (96 )               (96 )
 

Distribution to noncontrolling interest

                                            (50 )   (50 )
 

Sale of noncontrolling interest, net of tax impacts

                                (103 )           (5 )   (108 )
 

Other

                                (1 )               (1 )
                                                   

Balance at June 30, 2011

  $     1                 6         8,189     282     3,388     96     11,962  
                                                   

See accompanying notes to condensed consolidated financial statements.

I-7



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2011

(unaudited)

(1) Basis of Presentation

        The accompanying condensed consolidated financial statements include the accounts of Liberty Media Corporation and its controlled subsidiaries (collectively, "Liberty" or the "Company" unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation.

        Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce, media, communications and entertainment industries in North America, Europe and Asia.

        The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10-K for the year ended December 31, 2010.

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Liberty considers (i) fair value measurement, (ii) accounting for income taxes, (iii) assessments of other-than-temporary declines in fair value of its investments and (iv) estimates of retail-related adjustments and allowances to be its most significant estimates.

        Liberty holds investments that are accounted for using the equity method. Liberty does not control the decision making process or business management practices of these affiliates. Accordingly, Liberty relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that Liberty uses in the application of the equity method. In addition, Liberty relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on Liberty's condensed consolidated financial statements.

        In September 2009, the Financial Accounting Standards Boards amended the Accounting Standards Codification ("ASC") as summarized in Accounting Standards Update ("ASU") 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements, and ASU 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. As summarized in ASU 2009-14, ASC Topic 985 has been amended to remove from the scope of industry specific revenue accounting guidance for software and software related transactions, tangible products containing software components and non-software components that function together to deliver the product's essential functionality. As summarized in ASU 2009-13, ASC Topic 605 has been amended (1) to

I-8



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(1) Basis of Presentation (Continued)


provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and the consideration allocated; (2) to require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price; and (3) to eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The accounting changes summarized in ASU 2009-14 and ASU 2009-13 are effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may either be on a prospective basis or by retrospective application.

        Liberty adopted the revenue guidance on a prospective basis as of January 1, 2011. There was no financial statement impact on that date as a result of the adoption of the new accounting guidance. In the first quarter of 2011 TruePosition, a consolidated subsidiary of Liberty, entered into an amended contract with AT&T (one of TruePosition's largest customers) that materially changed the terms of the existing contract. The transition provisions of the new accounting guidance requires that when a contract is materially modified it is subject to the new accounting requirements. This resulted in Liberty recognizing revenue for all the delivered elements meeting the separation criteria, previously deferred under the previous accounting guidance. TruePosition recognized approximately $538 million of revenue and $167 million of deferred cost associated with the delivered elements as of the modification date. Previously, TruePosition did not have Vendor Specific Objective Evidence for the undelivered specified upgrade, which changed the timing of revenue recognition for the entire arrangement. Under the new guidance TruePosition utilized the estimated selling price to determine what portion of the overall consideration to allocate to the delivered and undelivered elements.

(2) Tracking Stocks

        Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Liberty has three tracking stocks—Liberty Interactive common stock, Liberty Starz common stock and Liberty Capital common stock, which are intended to track and reflect the economic performance of the Interactive Group, Starz Group and Capital Group, respectively. While the Interactive Group, the Starz Group and the Capital Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's stock or assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

        On February 25, 2010, Liberty announced that its board of directors had resolved to effect the following changes in attribution between the Capital Group and the Interactive Group, effective immediately (the "February Reattribution"):

I-9



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(2) Tracking Stocks (Continued)

        On September 16, 2010, Liberty's board of directors approved a change in attribution of Liberty Media's interest in Starz Media, LLC along with $15 million in cash from its Capital Group to its Starz Group, effective September 30, 2010 (the "Starz Media Reattribution"). As a result of the Starz Media Reattribution, an intergroup payable of approximately $54.9 million owed by Liberty's Capital Group to its Starz Group was extinguished, and the Starz Group became attributed with approximately $53.7 million in bank debt, interest rate swaps and any shutdown costs associated with the winding down of the Overture Films business. Notwithstanding the Starz Media Reattribution, the board determined that certain tax benefits relating to the operation of the Starz Media, LLC business by Liberty's Capital Group that may be realized from any future sale or other disposition of that business by Liberty's Starz Group will remain attributed to its Capital Group.

        On February 9, 2011, Liberty's board approved a change in attribution of $1,138 million of the 3.125% Exchangeable Senior Debentures due 2023, the stock into which such debt is exchangeable (22 million shares of Time Warner, Inc., 5 million shares of Time Warner Cable Inc. and 2 million shares of AOL, Inc. with an aggregate carrying value of $1,215 million) and cash of $264 million from the Capital Group to the Interactive Group (the "TWX Reattribution").

        Liberty has reflected these reattributions prospectively in the unaudited attributed financial information. This change in attribution had no effect on the balance sheet and results of operations of Liberty on consolidated basis.

        See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups.

I-10



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(2) Tracking Stocks (Continued)

        During the second quarter of 2010, Liberty announced that its board of directors has authorized its management to proceed with a plan to separate its Liberty Capital and Liberty Starz tracking stock groups from its Liberty Interactive tracking stock group.

        The proposed split-off will be effected by the redemption of all the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock in exchange for shares in a wholly-owned subsidiary of Liberty ("Liberty CapStarz"). Liberty CapStarz will hold all the assets and be subject to all the liabilities attributed to the Liberty Capital and Liberty Starz tracking stock groups. The common stock of Liberty CapStarz will be divided into two tracking stock groups, one tracking assets that are currently attributed to the Liberty Capital group ("Liberty CapStarz Capital") and the other tracking assets that are currently attributed to the Liberty Starz group ("Liberty CapStarz Starz"). In the redemption, holders of Liberty Capital tracking stock will receive shares of Liberty CapStarz Capital tracking stock and holders of Liberty Starz tracking stock will receive shares of Liberty CapStarz Starz tracking stock. After the redemption, Liberty CapStarz and Liberty will be separate public companies.

        The proposed split-off is intended to be tax-free to stockholders of Liberty and its completion will be subject to various conditions including the continued validity of an IRS private letter ruling that was issued to Liberty in connection with the proposed split-off, the opinions of tax counsel and required governmental approvals. On May 23, 2011 the proposed Split-Off was approved by the requisite vote of Liberty stockholders. In August 2010, Liberty filed suit in the Delaware Court of Chancery against the trustee under the indenture governing the public indebtedness issued by the Company's subsidiary, Liberty Media LLC. The lawsuit was filed in response to allegations made by a law firm purporting to represent a holder with a large position in this public indebtedness. The lawsuit seeks a declaratory judgment by the court that the proposed split-off will not constitute a disposition of "all or substantially all" of the assets of Liberty Media LLC, as those terms are used in the indenture, as well as related injunctive relief. During the second quarter of 2011, Liberty received a favorable ruling in its case against the trustee which was subsequently appealed. Resolution of the subject matter of this lawsuit, through a final non-appealable judgment, is a condition to Liberty completing the proposed split-off. Subject to the satisfaction of the conditions described above, Liberty intends to complete the proposed split-off in the third quarter of 2011.

        The term "Interactive Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group. The assets and businesses Liberty has attributed to the Interactive Group are those engaged in video and on-line commerce, and include its subsidiaries QVC, Inc. ("QVC"), Provide Commerce, Inc. ("Provide"), Backcountry.com, Inc. ("Backcountry"), Bodybuilding.com, LLC ("Bodybuilding") and Celebrate Interactive Holdings, Inc. ("Celebrate") and its noncontrolling interests in Expedia, Inc. ("Expedia"), HSN, Inc. ("HSN"), Interval Leisure Group, Inc. ("Interval") and Tree.com, Inc. ("Lending Tree"). In addition, Liberty has attributed $4,201 million principal amount (as of June 30, 2011) of its public debt to the Interactive Group. The Interactive Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Interactive Group, including such other businesses and assets as Liberty may acquire for the Interactive Group.

I-11



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(2) Tracking Stocks (Continued)

        Similarly, the term "Starz Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group. The Starz Group focuses primarily on video programming and development, acquisition and distribution of content and is comprised primarily of Starz, LLC ("Starz") and $1,035 million (as of June 30, 2011) of cash, including subsidiary cash. The Starz Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Starz Group, including such other businesses as Liberty may acquire for the Starz Group.

        The term "Capital Group" also does not represent a separate legal entity, rather it represents all of Liberty's businesses, assets and liabilities other than those which have been attributed to the Interactive Group or the Starz Group. The assets and businesses attributed to the Capital Group include Liberty's subsidiaries: Atlanta National League Baseball Club, Inc. ("ANLBC") and TruePosition, Inc. ("TruePosition"); and its interests in Sirius XM Radio Inc. ("SIRIUS XM"), Live Nation Entertainment, Inc. ("Live Nation"), Time Warner Inc., Time Warner Cable Inc. and Sprint Nextel Corporation. In addition, Liberty has attributed $1,067 million of cash, including subsidiary cash, and $750 million principal amount (as of June 30, 2011) of other parent debt to the Capital Group. The Capital Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Capital Group, including such other businesses and assets as Liberty may acquire for the Capital Group.

(3) Stock-Based Compensation

        The Company has granted to certain of its directors, employees and employees of its subsidiaries options and stock appreciation rights ("SARs") to purchase shares of Liberty common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

I-12



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(3) Stock-Based Compensation (Continued)

        Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation (amounts in millions):

Three months ended:

       
 

June 30, 2011

  $ 24  
 

June 30, 2010

  $ 21  

Six months ended:

       
 

June 30, 2011

  $ 51  
 

June 30, 2010

  $ 60  

        In March 2011, Liberty granted, to QVC employees, 5.7 million options to purchase shares of Series A Liberty Interactive common stock. Such options had a weighted average grant-date fair value of $7.33 per share. Of these grants, 3.8 million options were granted to the CEO of QVC; of those 3.8 million options one half vest December 15, 2014 and the other half vest on December 15, 2015. The remainder of the options granted vest semi-annually over the 4 year vesting period.

        In the six months ended June 30, 2011, Liberty granted, primarily to Starz employees, 484,000 options to purchase shares of Series A Liberty Starz common stock. Such options had a weighted average grant-date fair value of $21.40 per share. These options vest quarterly over the 4 year vesting period.

        The Company has calculated the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Liberty's stocks and the implied volatility of publicly traded Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

Liberty—Outstanding Awards

        The following table presents the number and weighted average exercise price ("WAEP") of options and SARs to purchase Liberty common stock granted to certain officers, employees and directors of the Company.

 
  Series A  
 
  Liberty
Capital
  WAEP   Liberty
Interactive
  WAEP   Liberty
Starz
  WAEP  
 
  numbers of options in thousands
 

Outstanding at January 1, 2011

    4,996   $ 19.38     47,583   $ 12.10     3,217   $ 46.15  

Granted

      $     5,741   $ 16.01     484   $ 72.95  

Exercised

    (562 ) $ 9.83     (2,154 ) $ 4.36     (146 ) $ 30.90  

Forfeited/Cancelled/Exchanged

      $     (5,186 ) $ 21.14     (6 ) $ 56.30  
                                 

Outstanding at June 30, 2011

    4,434   $ 20.59     45,984   $ 11.94     3,549   $ 50.41  
                                 

Exercisable at June 30, 2011

    1,272   $ 10.79     13,823   $ 13.84     621   $ 33.40  
                                 

I-13



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(3) Stock-Based Compensation (Continued)

        The following table provides additional information about outstanding options to purchase Liberty common stock at June 30, 2011.

 
  No. of
outstanding
options
(000's)
  WAEP of
outstanding
options
  Weighted
average
remaining
life
  Aggregate
intrinsic
value
(000's)
  No. of
exercisable
options
(000's)
  WAEP of
exercisable
options
  Aggregate
intrinsic
value
(000's)
 

Series A Capital

    4,434   $ 20.59   5.8 years   $ 288,916     1,272   $ 10.79   $ 95,314  

Series A Interactive

    45,984   $ 11.94   5.4 years   $ 245,048     13,823   $ 13.84   $ 62,868  

Series B Interactive

    450   $ 19.74   3.9 years   $     450   $ 19.74   $  

Series A Starz

    3,549   $ 50.41   6.0 years   $ 91,128     621   $ 33.40   $ 26,017  

Series B Starz

    36   $ 26.71   3.9 years   $ 1,846     36   $ 26.71   $ 1,846  

        As of June 30, 2011, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $200 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.8 years.

(4) Earnings (Loss) Per Common Share

        Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented.

Series A and Series B Liberty Capital Common Stock

        The basic and diluted EPS calculation is based on the following weighted average outstanding shares. Excluded from diluted EPS for the six months ended June 30, 2011 are less than a million potential common shares because their inclusion would be antidilutive.

 
  Liberty Capital Common Stock  
 
  Three months
ended
June 30,
2011
  Six months
ended
June 30,
2011
  Three months
ended
June 30,
2010
  Six months
ended
June 30,
2010
 
 
  numbers of shares in millions
 

Basic EPS

    81     81     95     95  

Stock options

    2     2          
                   

Diluted EPS

    83     83     95     95  
                   

I-14



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(4) Earnings (Loss) Per Common Share (Continued)

Series A and Series B Liberty Starz Common Stock

        The basic and diluted EPS calculation is based on the following weighted average outstanding shares. Excluded from diluted EPS for the six months ended June 30, 2011 are less than a million potential common shares because their inclusion would be antidilutive.

 
  Liberty Starz Common Stock  
 
  Three months
ended
June 30,
2011
  Six months
ended
June 30,
2011
  Three months
ended
June 30,
2010
  Six months
ended
June 30,
2010
 
 
  numbers of shares in millions
 

Basic EPS

    51     51     50     50  

Stock options

    2     2     1     1  
                   

Diluted EPS

    53     53     51     51  
                   

Series A and Series B Liberty Interactive Common Stock

        The basic and diluted EPS calculation is based on the following weighted average outstanding shares. Excluded from diluted EPS for the six months ended June 30, 2011 are 6 million potential common shares because their inclusion would be antidilutive.

 
  Liberty Interactive Common Stock  
 
  Three months
ended
June 30,
2011
  Six months
ended
June 30,
2011
  Three months
ended
June 30,
2010
  Six months
ended
June 30,
2010
 
 
  numbers of shares in millions
 

Basic EPS

    599     599     595     595  

Stock options

    8     7     10     6  
                   

Diluted EPS

    607     606     605     601  
                   

(5) Assets and Liabilities Measured at Fair Value

        For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

I-15



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(5) Assets and Liabilities Measured at Fair Value (Continued)

        The Company's assets and liabilities measured at fair value are as follows:

 
   
  Fair Value Measurements at June 30, 2011  
Description
  Total   Quoted prices
in active markets
for identical assets
(Level 1)
  Significant other
observable
inputs
(Level 2)
  Significant
unobservable
inputs
(Level 3)
 
 
   
  amounts in millions
 

Short term marketable securities

  $ 372     372          

Available-for-sale securities

  $ 4,233     4,042     191      

Financial instruments

  $ 1,251     1,147     104      

Debt

  $ 2,661         2,661      

        The majority of the Company's Level 2 financial assets and liabilities are debt instruments with quoted market prices which are not considered to be traded on "active markets," as defined in GAAP. Accordingly, the financial instruments are reported in the foregoing table as Level 2 fair value.

(6) Investments in Available-for-Sale Securities and Other Cost Investments

        All marketable equity and debt securities held by the Company are classified as available-for-sale ("AFS") and are carried at fair value generally based on quoted market prices. GAAP permits entities to choose to measure many financial instruments, such as AFS securities, and certain other items at fair value and to recognize the changes in fair value of such instruments in the entity's statement of operations (the "fair value option"). Liberty has entered into economic hedges for certain of its non-strategic AFS securities (although such instruments are not accounted for as fair value hedges by the Company). Changes in the fair value of these economic hedges are reflected in Liberty's statement of operations as unrealized gains (losses). In order to better match the changes in fair value of the subject AFS securities and the changes in fair value of the corresponding economic hedges in the Company's financial statements, Liberty has elected the fair value option for those of its AFS securities which it considers to be non-strategic ("Non-strategic Securities"). Accordingly, changes in the fair value of Non-strategic Securities, as determined by quoted market prices, are reported in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations. The total value of the Non-strategic Securities aggregated $3,811 million as of June 30, 2011.

I-16



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(6) Investments in Available-for-Sale Securities and Other Cost Investments (Continued)

        Investments in AFS securities, including Non-strategic Securities, and other cost investments are summarized as follows:

 
  June 30,
2011
  December 31,
2010
 
 
  amounts in millions
 

Capital Group

             
 

Time Warner Inc.(1)(2)

  $ 453     1,101  
 

Time Warner Cable Inc.(1)(2)

    244     567  
 

Sprint Nextel Corporation ("Sprint")(1)

    248     301  
 

Motorola Solutions(1)(3)

    341     471  
 

Motorola Mobility(1)(3)

    143      
 

Viacom, Inc. 

    387     301  
 

Live Nation(4)

    25     389  
 

Century Link, Inc.(1)

    148     248  
 

Priceline(1)

    267     208  
 

Other AFS equity securities(1)(2)

    43     100  
 

SIRIUS XM debt securities

    389     384  
 

Other AFS debt securities

    222     404  
 

Other cost investments and related receivables

    8     9  
           
   

Total attributed Capital Group

    2,918     4,483  
           

Interactive Group

             
 

Time Warner Inc.(2)

  $ 792      
 

Time Warner Cable Inc.(2)

    427      
 

Other(2)

    42     1  
           
   

Total attributed Interactive Group

    1,261     1  
           

Starz Group

             
 

Other

    65     67  
           
   

Total attributed Starz Group

    65     67  
           
 

Consolidated Liberty

  $ 4,244     4,551  
           

(1)
Includes shares pledged as collateral for share borrowing arrangements. See note 8.

(2)
As discussed in note 2, certain of these securities were reattributed from the Capital Group to the Interactive Group in the first quarter of 2011.

(3)
Effective January 4, 2011 Motorola, Inc. separated Motorola Mobility Holdings, Inc. in a 1 for 8 stock distribution. Motorola, Inc. simultaneously completed a 1 for 7 reverse stock split and was renamed Motorola Solutions, Inc.

(4)
In June 2011, the Company acquired an additional 5.5 million shares of Live Nation for $58 million. The additional ownership requires the Company to account for the

I-17



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(6) Investments in Available-for-Sale Securities and Other Cost Investments (Continued)

Unrealized Holding Gains and Losses

        Unrealized holding gains and losses related to investments in AFS securities are summarized below.

 
  June 30,
2011
  December 31,
2010
 
 
  Equity
securities
  Debt
securities
  Equity
securities
  Debt
securities
 
 
  amounts in millions
 

Gross unrealized holding gains

  $ 2     66     32     66  

Gross unrealized holding losses

  $              

(7) Investments in Affiliates Accounted for Using the Equity Method

        Liberty has various investments accounted for using the equity method. The following table includes Liberty's carrying amount and percentage ownership of the more significant investments in affiliates at June 30, 2011 and the carrying amount at December 31, 2010:

 
  June 30,
2011
  December 31,
2010
 
 
  Percentage
ownership
  Market
value
  Carrying
amount
  Carrying
amount
 
 
   
   
  dollar amounts in millions
 

Interactive Group

                         
 

Expedia

    25 % $ 2,007   $ 753     710  
 

Other

    various     N/A     265     239  

Capital Group

                         
 

SIRIUS XM

    40 % $ 5,665         5  
 

Live Nation(a)

    21 % $ 449     371      
 

Other

    various     N/A     89     86  
                       

              $ 1,478     1,040  
                       

I-18



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(7) Investments in Affiliates Accounted for Using the Equity Method (Continued)

        The following table presents Liberty's share of earnings (losses) of affiliates:

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Interactive Group

                         
 

Expedia

  $ 35     28     48     42  
 

Other

    2     8     9     17  

Capital Group

                         
 

SIRIUS XM

    (1 )   8     (8 )    
 

Live Nation(a)

    (22 )       (45 )    
 

Other

    1     (5 )   3     (11 )
                   

  $ 15     39     7     48  
                   

(a)
During June 2011, Liberty acquired an additional 5.5 million shares of Live Nation which increased our ownership percentage above 20% of the outstanding voting shares. Due to the presumption that an entity with an ownership percentage greater than 20% has significant influence and no other factors would rebut that presumption, the Company is accounting for the investment as an equity method affiliate. The Company has elected to record its share of earnings (loss) for Live Nation on a three-month lag due to timeliness considerations. Increases in ownership which result in a change to the equity method of accounting generally require retroactive recognition of an investment's share of earnings (loss) in prior periods. Due to the relative insignificance of our share of losses for Live Nation in previous periods, both quantitatively and qualitatively, the Company has recorded such amounts in the current year. Approximately $12 million of the losses recorded for the six months ended June 30, 2011 relate to the prior year.

I-19



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(7) Investments in Affiliates Accounted for Using the Equity Method (Continued)

Expedia

        Summarized unaudited financial information for Expedia is as follows:

 
  June 30,
2011
  December 31,
2010
 
 
  amounts in millions
 

Current assets

  $ 2,954     1,702  

Property and equipment, net

    318     277  

Goodwill

    3,679     3,642  

Intangible assets

    793     798  

Other assets

    301     232  
           
 

Total assets

  $ 8,045     6,651  
           

Current liabilities

  $ 2,998     1,889  

Deferred income taxes

    266     248  

Long-term debt

    1,645     1,645  

Other liabilities

    122     132  

Noncontrolling interest

    134     64  

Equity

    2,880     2,673  
           
 

Total liabilities and equity

  $ 8,045     6,651  
           

I-20



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(7) Investments in Affiliates Accounted for Using the Equity Method (Continued)

 
  Six months
ended
June 30,
 
 
  2011   2010  
 
  amounts in millions
 

Revenue

  $ 1,846     1,552  

Cost of revenue

    (376 )   (327 )
           
 

Gross profit

    1,470     1,225  

Selling, general and administrative expenses

    (1,116 )   (902 )

Amortization

    (15 )   (17 )

Restructuring charges and other

    (4 )    
           
 

Operating income

    335     306  

Interest expense

    (62 )   (41 )

Other income (expense), net

    (3 )   3  

Income tax expense

    (77 )   (92 )
           
 

Net earnings

    193     176  

Net earnings attributable to noncontrolling interests

    (1 )   (2 )
           

Net earnings attributable to Expedia, Inc. 

  $ 192     174  
           

Sirius XM Radio Inc.

        Based on Liberty's voting rights and its conclusion that the SIRIUS XM Preferred Stock is in-substance common stock, Liberty accounts for its investment in the SIRIUS XM Preferred Stock using the equity method of accounting. Liberty has elected to record its share of earnings/losses for SIRIUS XM on a three-month lag due to timeliness considerations. As of March 31, 2011 and 2010 SIRIUS XM had total assets of $7,229 million and $7,740 million, respectively, and total liabilities of $6,930 million and $7,588 million, respectively. SIRIUS XM's net income attributable to common shareholders was $78 million and $42 million for the three months ended March 31, 2011 and 2010.

        As of June 30, 2011, the SIRIUS XM Preferred Stock had a market value of $5,665 million based on the value of the common stock into which it is convertible.

(8) Financial Instruments

Borrowed Shares

        From time to time and in connection with certain of its derivative instruments, Liberty borrows shares of the underlying securities from a counterparty and delivers these borrowed shares in settlement of maturing derivative positions. In these transactions, a similar number of shares that are owned by Liberty have been posted as collateral with the counterparty. These share borrowing arrangements can be terminated at any time at Liberty's option by delivering shares to the

I-21



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(8) Financial Instruments (Continued)


counterparty. The counterparty can terminate these arrangements at any time. The liability under these share borrowing arrangements is marked to market each reporting period with changes in value recorded in unrealized gains or losses in the consolidated statement of operations. The shares posted as collateral under these arrangements are marked to market each reporting period with changes in value recorded as unrealized gains or losses in the consolidated statement of operations.

        The Company's financial instruments are summarized as follows:

Type of financial instrument
  June 30,
2011
  December 31,
2010
 
 
  amounts in millions
 

Liabilities

             
 

Borrowed shares(1)

  $ 1,148     1,219  
 

Other

    107     139  
           

    1,255     1,358  
 

Less current portion

    (1,167 )   (1,264 )
           

  $ 88     94  
           

(1)
The market values of borrowed shares are as follows:

 
  June 30,
2011
  December 31,
2010
 
 
  amounts in millions
 

Time Warner

  $ 110     97  

Time Warner Cable

    59     50  

Sprint(a)

    147     221  

Motorola Solutions(b)

    341     471  

Motorola Mobility(b)

    143      

CenturyLink(a)

    76     165  

Priceline

    267     208  

Other

    5     7  
           

  $ 1,148     1,219  
           

(a)
In January 2011, Liberty unwound a portion of the borrowed share position with respect to approximately 25 million Sprint shares and 2 million CenturyLink shares through the delivery of such shares to the counterparty. The asset associated with these AFS securities ($115 million and $74 million, respectively) was retired as well as the liability ($115 million and $74 million, respectively) associated with those borrowed share positions.

(b)
As discussed in note 6, Motorola Inc. separated into two companies effective January 4, 2011 through a stock distribution and reverse stock split.

I-22



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(8) Financial Instruments (Continued)

Realized and Unrealized Gains (Losses) on Financial Instruments

        Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Non-strategic Securities(1)

  $ 138     (179 )   429     30  

Exchangeable senior debentures

    22     86     (165 )   16  

Equity collars

        (4 )       (2 )

Borrowed shares(1)

    (23 )   64     (118 )   61  

Other

    6     (48 )   40     (19 )
                   

  $ 143     (81 )   186     86  
                   

(1)
The unrealized gains (losses) on Non-strategic Securities for the three and six months ended June 30, 2011 include gains of $23 million and $118 million, respectively, and for the three and six months ended June 30, 2010 include losses of $64 million and $61 million, respectively, related to securities pledged as collateral under the share borrowing arrangements.

(9) Intangible Assets

Goodwill

        Changes in the carrying amount of goodwill are as follows:

 
  QVC   Starz,
LLC
  Other   Total  
 
  amounts in millions
 

Balance at January 1, 2011

  $ 5,363     132     820     6,315  
 

Foreign currency translation adjustments

    36             36  
 

Other

            (1 )   (1 )
                   

Balance at June 30, 2011

  $ 5,399     132     819     6,350  
                   

I-23



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(9) Intangible Assets (Continued)

Intangible Assets Subject to Amortization

        Amortization expense for intangible assets with finite useful lives was $243 million and $235 million for the six months ended June 30, 2011 and 2010, respectively. Based on its amortizable intangible assets as of June 30, 2011, Liberty expects that amortization expense will be as follows for the next five years (amounts in millions):

Remainder of 2011

  $ 249  

2012

  $ 475  

2013

  $ 445  

2014

  $ 390  

2015

  $ 360  

I-24



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(10) Long-Term Debt

        Debt is summarized as follows:

 
   
  Carrying value  
 
  Outstanding
principal
June 30,
2011
 
 
  June 30,
2011
  December 31,
2010
 
 
  amounts in millions
 

Capital Group

                   
 

Exchangeable senior debentures

                   
   

3.125% Exchangeable Senior Debentures due 2023

  $         1,283  
 

Liberty bank facility

    750     750     750  
               
   

Total attributed Capital Group debt

    750     750     2,033  
               

Interactive Group

                   
 

Senior notes and debentures

                   
   

5.7% Senior Notes due 2013

    324     323     323  
   

8.5% Senior Debentures due 2029

    287     284     284  
   

8.25% Senior Debentures due 2030

    504     501     501  
   

3.125% Exchangeable Senior Debentures due 2023

    1,138     1,363      
   

4% Exchangeable Senior Debentures due 2029

    469     260     265  
   

3.75% Exchangeable Senior Debentures due 2030

    460     256     253  
   

3.5% Exchangeable Senior Debentures due 2031

    488     324     329  
   

3.25% Exchangeable Senior Debentures due 2031

    531     458     376  
 

QVC 7.125% Senior Secured Notes due 2017

    500     500     500  
 

QVC 7.5% Senior Secured Notes due 2019

    1,000     985     985  
 

QVC 7.375% Senior Secured Notes due 2020

    500     500     500  
 

QVC Bank Credit Facilities

    611     611     785  
 

Other subsidiary debt

    65     65     79  
               
   

Total attributed Interactive Group debt

    6,877     6,430     5,180  
               

Starz Group

                   
 

Subsidiary debt

    42     42     105  
               
     

Total attributed Starz Group debt

    42     42     105  
               
   

Total consolidated Liberty debt

  $ 7,669     7,222     7,318  
                   
   

Less current maturities

          (1,265 )   (530 )
                 
   

Total long-term debt

        $ 5,957     6,788  
                 

Exchangeable Senior Debentures

        As discussed in note 2, in the first quarter of 2011 the Board of Directors of Liberty reattributed the 3.125% Exchangeable Senior Debentures from the Liberty Capital Group to the Liberty Interactive Group which was reflected on a prospective basis.

I-25



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(10) Long-Term Debt (Continued)

Liberty Bank Facility

        The outstanding balance represents borrowings from a financial institution to be invested by Liberty in a portfolio of selected debt and mezzanine-level instruments of companies in the telecommunications, media and technology sectors. The outstanding principal matures in March 2012. Due to the investment restrictions contained in the agreements related to these borrowings and the maturity date of the related borrowings, the uninvested cash balance of $638 million is included in restricted cash in the accompanying condensed consolidated balance sheet at June 30, 2011. The restricted cash and AFS debt investments associated with these borrowings are available to satisfy the obligations at maturity.

QVC Bank Credit Facilities

        The $611 million outstanding principal matures in September 2015.

        QVC was in compliance with all of its debt covenants at June 30, 2011.

QVC Interest Rate Swap Arrangements

        During the third quarter of 2009, QVC entered into seven forward interest rate swap arrangements with an aggregate notional amount of $1.75 billion. Such arrangements provide for payments beginning in March 2011 and extending to March 2013. QVC will make fixed payments at rates ranging from 2.98% to 3.67% and receive variable payments at 3 month LIBOR (0.25% at June 30, 2011). Additionally, during the six months ended June 30, 2011 QVC entered into four additional swap arrangements with an aggregate notional amount of $600 million requiring QVC to make variable payments at 3 month LIBOR (0.25% at June 30, 2011) and receive fixed payments at 0.91%. These swap arrangements do not qualify as cash flow hedges under GAAP. Accordingly, changes in the fair value of the swaps are reflected in realized and unrealized gains or losses on financial instruments in the accompanying condensed consolidated statements of operations.

Other Subsidiary Debt

        Other subsidiary debt at June 30, 2011 is comprised of capitalized satellite transponder lease obligations and bank debt of certain subsidiaries.

Fair Value of Debt

        Liberty estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Liberty for debt of the same remaining maturities. The fair value of Liberty's publicly traded debt securities that are not reported at fair value in the

I-26



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(10) Long-Term Debt (Continued)


accompanying condensed consolidated balance sheet at June 30, 2011 is as follows (amounts in millions):

Senior notes

  $ 336  

Senior debentures

  $ 769  

QVC senior secured notes

  $ 2,117  

        Due to its variable rate nature, Liberty believes that the carrying amount of its other debt approximated fair value at June 30, 2011.

(11) Stockholders' Equity

        As of June 30, 2011, Liberty reserved for issuance upon exercise of outstanding stock options the following:

 
  Series A   Series B  
 
  amounts in millions
 

Liberty Capital common stock

    4.4      

Liberty Interactive common stock

    46.0     0.5  

Liberty Starz common stock

    3.5     0.1  

        In addition to the Series A and Series B Liberty Capital common stock, the Series A and Series B Liberty Interactive common stock and the Series A and Series B Liberty Starz common stock, there are 2.0 billion, 4.0 billion and 4.0 billion shares of Series C Liberty Capital, Series C Liberty Interactive and Series C Liberty Starz common stock, respectively, authorized for issuance. As of June 30, 2010, no shares of any Series C common stock were issued or outstanding.

        As of June 30, 2011, put options with respect to 3 million shares of Series A Liberty Interactive common stock with a weighted average put price of $16.41 remained outstanding. Such put options expire in August 2011.

        The Company accounts for the foregoing put options as financial instrument liabilities at fair value due to their settlement provisions. Accordingly, changes in the fair value of these liabilities are included in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations.

(12) Commitments and Contingencies

Film Rights

        Starz, a wholly-owned subsidiary of Liberty, provides premium video programming distributed by cable operators, direct-to-home satellite providers, telephone companies, other distributors and the Internet throughout the United States. Starz has entered into agreements with a number of motion picture producers which obligate Starz to pay fees ("Programming Fees") for the rights to exhibit certain films that are released by these producers. The unpaid balance of Programming Fees for films that were available for exhibition by Starz at June 30, 2011 is reflected as a liability, in other liabilities, in the accompanying condensed consolidated balance sheet. The balance due as of June 30, 2011 is payable as follows: $90 million in 2011 and $3 million in 2012.

I-27



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(12) Commitments and Contingencies (Continued)

        Starz has also contracted to pay Programming Fees for films that have been released theatrically, but are not available for exhibition by Starz until some future date. These amounts have not been accrued at June 30, 2011. Starz is obligated to pay Programming Fees for all qualifying films that are released theatrically in the United States by studios owned by The Walt Disney Company ("Disney") through 2015 and all qualifying films that are released theatrically in the United States by studios owned by Sony through 2016. Films are generally available to Starz Entertainment for exhibition 9-12 months after their theatrical release. The Programming Fees to be paid by Starz are based on the quantity and the domestic theatrical exhibition receipts of qualifying films. As these films have not yet been released in theatres, Starz is unable to estimate the amounts to be paid under these output agreements. However, such amounts are expected to be significant.

        In addition, Starz has agreed to pay Sony Pictures Entertainment ("Sony") a total of $142.5 million in three remaining annual installments of $47.5 million with the next installment due at the beginning of 2012. In December 2008, Starz entered into a new agreement with Sony requiring $120 million in three equal annual installments beginning in 2015. Starz's estimate of amounts payable for rights to future programming (that have been released), including the Disney and Sony agreements, is as follows: $168 million in 2011; $351 million in 2012; $82 million in 2013; $67 million in 2014; $55 million in 2015 and $90 million thereafter.

Guarantees

        Liberty guarantees Starz's obligations under certain of its studio output agreements. At June 30, 2011, Liberty's guarantees for obligations for films released by such date aggregated $629 million. While the guarantee amount for films not yet released is not determinable, such amount is expected to be significant. As noted above, Starz has recognized the liability for a portion of its obligations under the output agreements. As this represents a direct commitment of Starz, a consolidated subsidiary of Liberty, Liberty has not recorded a separate indirect liability for its guarantee of these obligations.

        In connection with agreements for the sale of assets by Liberty or its subsidiaries, Liberty may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters. Liberty generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by Liberty. These types of indemnification obligations may extend for a number of years. Liberty is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, Liberty has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification guarantees.

I-28



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(12) Commitments and Contingencies (Continued)

Employment Contracts

        The Atlanta Braves and certain of their players and coaches have entered into long-term employment contracts whereby such individuals' compensation is guaranteed. Amounts due under guaranteed contracts as of June 30, 2011 aggregated $176 million, which is payable as follows: $58 million in 2011, $72 million in 2012 and $20 million in 2013 and $13 million in 2014 and $13 million thereafter. In addition to the foregoing amounts, certain players and coaches may earn incentive compensation under the terms of their employment contracts.

Operating Leases

        Liberty and its subsidiaries lease business offices, have entered into satellite transponder lease agreements and use certain equipment under lease arrangements.

Litigation

        Liberty has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible Liberty may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.

(13) Information About Liberty's Operating Segments

        Liberty, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce, media, communications and entertainment industries. Liberty has attributed each of its businesses to one of three groups: the Interactive Group, the Starz Group and the Capital Group. Each of the businesses in the tracking stock groups is separately managed. Liberty identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual pre-tax earnings or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Liberty's annual pre-tax earnings. The segment presentation for prior periods has been conformed to the current period segment presentation.

        Liberty evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent. In addition, Liberty reviews nonfinancial measures such as subscriber growth, penetration, website visitors, conversion rates and active customers, as appropriate.

        Liberty defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock-based compensation). Liberty believes this measure is an important indicator of the operational strength and performance of its businesses, including each business's ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance

I-29



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(13) Information About Liberty's Operating Segments (Continued)


excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Liberty generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

        As discussed in Note 2, effective September 30, 2010, the Company's board of directors approved a change in attribution of Starz Media from the Capital Group to the Starz Group to better align the remaining businesses of Starz Media with the legacy Starz Entertainment business to form a combined Starz entity that we refer to as Starz, LLC. The Starz Media Reattribution did not have any impact on the consolidated results of Liberty and was reflected on a prospective basis for Tracking Stock purposes. This change in attribution of Starz Media changed how these entities are reviewed and operated from the Liberty consolidated view point and thus gives rise to a new presentation for segment reporting purposes for both the current and prior year periods.

        Prior to its reattribution the biggest driver of the Starz Media business unit was its theatrical production business which is no longer being operated except for the exploitation of its existing film library in home video, non-pay television and other ancillary markets. As a result, we do not expect the effect of the remaining Starz Media businesses in future periods to materially change Starz, LLC's operations prospectively. Based on this lack of comparability and the importance of maintaining the integrity of the historical tracking stock results we have included a segment reclassification adjustment for both the Starz Group and the Capital Group in order to reconcile to the historical attributed results for each group.

        For the six months ended June 30, 2011, Liberty has identified the following businesses as its reportable segments:

        Liberty's reportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segments that are also consolidated subsidiaries are the same as those described in the Company's summary of significant policies.

I-30



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(13) Information About Liberty's Operating Segments (Continued)

Performance Measures

 
  Six months
ended
June 30,
 
 
  2011   2010  
 
  Revenue   Adjusted
OIBDA
  Revenue   Adjusted
OIBDA
 
 
  amounts in millions
 

Interactive Group

                         
 

QVC

  $ 3,733     781     3,515     769  
 

Corporate and other

    671     47     563     40  
                   

    4,404     828     4,078     809  
                   

Starz Group

                         
 

Starz, LLC

    794     249     841     152  
 

Corporate and other

    1     (6 )   5     (7 )
 

Adjustment for tracking stock purposes(1)

            (228 )   61  
                   

    795     243     618     206  
                   

Capital Group

                         
 

Corporate and other

    716     365     138     (41 )
 

Adjustment for tracking stock purposes(1)

            228     (61 )
                   

    716     365     366     (102 )
                   
 

Consolidated Liberty

  $ 5,915     1,436     5,062     913  
                   

(1)
As discussed above due to the change in segments the prior periods have been changed to reflect the current segment presentation. The adjustment is necessary to align the tracking stock subtotals to the Unaudited Attributed Financial Information for tracking

I-31



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(13) Information About Liberty's Operating Segments (Continued)

 
  Three months
ended
June 30,
 
 
  2011   2010  
 
  Revenue   Adjusted
OIBDA
  Revenue   Adjusted
OIBDA
 
 
  amounts in millions
 

Interactive Group

                         
 

QVC

  $ 1,898     418     1,758     403  
 

Corporate and other

    347     32     295     25  
                   

    2,245     450     2,053     428  
                   

Starz Group

                         
 

Starz, LLC

    403     118     392     53  
 

Corporate and other

        (1 )   3     (4 )
 

Adjustment for tracking stock purposes(1)

            (84 )   54  
                   

    403     117     311     103  
                   

Capital Group

                         
 

Corporate and other

    135     7     116     (5 )
 

Adjustment for tracking stock purposes(1)

            84     (54 )
                   

    135     7     200     (59 )
                   
 

Consolidated Liberty

  $ 2,783     574     2,564     472  
                   

I-32



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(13) Information About Liberty's Operating Segments (Continued)

Other Information

 
  June 30,
2011
 
 
  Total
assets
  Investments
in
affiliates
  Capital
expenditures
 
 
  amounts in millions
 

Interactive Group

                   
 

QVC

  $ 13,401     2     80  
 

Corporate and other

    4,168     1,016     23  
               

    17,569     1,018     103  
               

Starz Group

                   
 

Starz, LLC

    1,941         2  
 

Corporate and other

    820          
               

    2,761         2  
               

Capital Group

                   
 

Corporate and other

    6,515     460     4  
               

    6,515     460     4  
               

Inter-group eliminations

    (267 )        
               
 

Consolidated Liberty

  $ 26,578     1,478     109  
               

        The following table provides a reconciliation of segment Adjusted OIBDA to earnings (loss) from continuing operations before income taxes:

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Consolidated segment Adjusted OIBDA

  $ 574     472     1,436     913  

Stock-based compensation

    (24 )   (21 )   (51 )   (60 )

Gain on legal settlement

            7      

Depreciation and amortization

    (168 )   (164 )   (338 )   (326 )

Interest expense

    (110 )   (174 )   (227 )   (344 )

Share of earnings of affiliates, net

    15     39     7     48  

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

    143     (81 )   186     86  

Gains (losses) on dispositions, net

        25     (2 )   388  

Other, net

    29     2     72      
                   
 

Earnings from continuing operations before income taxes

  $ 459     98     1,090     705  
                   

I-33


Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; new service offerings; revenue growth and subscriber trends at QVC, Inc. and Starz, LLC; the recoverability of our goodwill and other long-lived assets; counterparty performance under our derivative arrangements; our projected sources and uses of cash; the estimated value of our derivative instruments; our ability to complete the proposed split-off of the businesses, assets and liabilities attributed to our Liberty Capital and Liberty Starz tracking stock groups; and the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

I-34


        For additional risk factors, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

        The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2010.

Overview

        We own controlling and non-controlling interests in a broad range of video and on-line commerce, media, communications and entertainment companies. Our more significant operating subsidiaries, which are also our principal reportable segments, are QVC and Starz. QVC markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs and via the Internet through its domestic and international websites. Starz provides premium networks distributed by cable operators, direct-to-home satellite providers, telephone companies and other distributors in the United States and develops, produces and acquires entertainment content and distributes such content to consumers in a wide variety of formats in the United States and throughout the world.

        Our "Corporate and Other" category includes our other consolidated subsidiaries and corporate expenses. Our other consolidated subsidiaries include Provide Commerce, Inc., Backcountry.com, Inc., Bodybuilding.com, LLC, Celebrate Interactive Holdings, Inc., Atlanta National League Baseball Club, Inc. and TruePosition, Inc. Provide operates an e-commerce marketplace of websites for perishable goods, including flowers, fruits and desserts, as well as upscale personalized gifts. Backcountry operates websites offering outdoor and backcountry sports gear and clothing. Bodybuilding manages websites related to sports nutrition, body building and fitness. Celebrate operates websites that offer costumes, accessories, décor and party supplies. ANLBC owns the Atlanta Braves, a major league baseball club, as well as certain of the Atlanta Braves' minor league clubs. TruePosition provides equipment and technology that deliver location-based services to wireless users.

        In addition to the foregoing businesses, we hold ownership interests in Expedia, Inc., SIRIUS XM and Live Nation which we account for as equity method investments; and we continue to maintain investments and related financial instruments in public companies such as Time Warner, Time Warner Cable and Sprint Nextel Corporation, which are accounted for at their respective fair market values and are included in corporate and other.

I-35


Tracking Stocks

        Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Liberty has three tracking stocks—Liberty Interactive common stock, Liberty Starz common stock and Liberty Capital common stock, which are intended to track and reflect the economic performance of the Interactive Group, Starz Group and Capital Group, respectively. While the Interactive Group, the Starz Group and the Capital Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's stock or assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

        On February 9, 2011, Liberty's Board of Directors approved the change in attribution of (i) approximately $1.138 billion principal amount of Liberty Media LLC's 3.125% Exchangeable Senior Debentures due 2023 (the "TWX Exchangeable Notes"), (ii) 21,785,130 shares of Time Warner Inc. common stock, 5,468,254 shares of Time Warner Cable Inc. common stock and 1,980,425 shares of AOL, Inc. common stock, which collectively represent the basket of securities into which the TWX Exchangeable Notes are exchangeable (the "Basket Securities") and (iii) $263.8 million in cash from the Capital Group to the Interactive Group, effective immediately (the "TWX Reattribution"). The TWX Reattribution had no effect on the assets and liabilities attributed to the Starz Group, nor did it effect any change to the obligor of the TWX Exchangeable Notes, which remains Liberty Media LLC.

        Liberty has made changes in the attribution of certain assets, liabilities and businesses between the Groups in prior periods, as discussed in previous financial statements filed with the Securities and Exchange Commission and in the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.

        Liberty has reflected these reattributions prospectively in the unaudited attributed financial information. These changes in attribution had no effect on the balance sheet and results of operations of Liberty on consolidated basis.

        See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for our tracking stock groups.

        During the second quarter of 2010, Liberty announced that its board of directors has authorized its management to proceed with a plan to separate the Capital and Starz tracking stock groups from the Interactive tracking stock group.

        The proposed split-off will be effected by the redemption of all the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock in exchange for shares in a wholly-owned subsidiary of Liberty ("Liberty CapStarz"). Liberty CapStarz will hold all the assets and be subject to all the liabilities attributed to the Liberty Capital and Liberty Starz tracking stock groups. The common stock of Liberty CapStarz will be divided into two tracking stock groups, one tracking assets that are currently attributed to the Liberty Capital group ("Liberty CapStarz Splitco Capital") and the other tracking assets that are currently attributed to the Liberty Starz group ("Liberty CapStarz Splitco Starz"). In the redemption, holders of Liberty Capital tracking stock will receive shares of Liberty CapStarz Capital tracking stock and holders of Liberty Starz tracking stock will receive shares of Liberty CapStarz Starz tracking stock. After the redemption, Liberty CapStarz and Liberty will be separate public companies.

        The proposed split-off is intended to be tax-free to stockholders of Liberty and its completion will be subject to various conditions including the continued validity of an IRS private letter ruling that was issued to Liberty in connection with the proposed split-off, the opinions of tax counsel and required

I-36


governmental approvals. On May 23, 2011, the proposed Split-Off was approved by the requisite vote of Liberty stockholders. In August 2010, Liberty filed suit in the Delaware Court of Chancery against the trustee under the indenture governing the public indebtedness issued by the Company's subsidiary, Liberty Media LLC. The lawsuit was filed in response to allegations made by a law firm purporting to represent a holder with a large position in this public indebtedness. The lawsuit seeks a declaratory judgment by the court that the proposed split-off will not constitute a disposition of "all or substantially all" of the assets of Liberty Media LLC, as those terms are used in the indenture, as well as related injunctive relief. During the second quarter of 2011, Liberty received a favorable ruling in its case against the trustee which was subsequently appealed. Resolution of the subject matter of this lawsuit, through a final non-appealable judgment, is a condition to Liberty completing the proposed split-off. Subject to the satisfaction of the conditions described above, Liberty intends to complete the proposed split-off in the third quarter of 2011.

        The term "Interactive Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group. The assets and businesses Liberty has attributed to the Interactive Group are those engaged in video and on-line commerce, and include its subsidiaries QVC, Provide, Backcountry, Bodybuilding and Celebrate and its noncontrolling interest in Expedia, Inc. ("Expedia"), HSN, Inc. ("HSN"), Interval Leisure Group, Inc. ("Interval") and Tree.com, Inc. ("Lending Tree"). In addition, Liberty has attributed $4,201 million principal amount (as of June 30, 2011) of its public debt to the Interactive Group. The Interactive Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Interactive Group, including such other businesses and assets as Liberty may acquire for the Interactive Group.

        Similarly, the term "Starz Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group. The Starz Group focuses primarily on video programming and development, acquisition and distribution of content and is comprised primarily of Starz, LLC ("Starz") and $1,035 million (as of June 30, 2011) of cash, including subsidiary cash. The Starz Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Starz Group, including such other businesses as Liberty may acquire for the Starz Group.

        The term "Capital Group" also does not represent a separate legal entity, rather it represents all of Liberty's businesses, assets and liabilities other than those which have been attributed to the Interactive Group or the Starz Group. The assets and businesses attributed to the Capital Group include Liberty's subsidiaries: Atlanta National League Baseball Club, Inc. ("ANLBC") and TruePosition, Inc. ("TruePosition"); and its interests in Sirius XM Radio Inc. ("SIRIUS XM"), Live Nation Entertainment, Inc. ("Live Nation"), Time Warner Inc., Time Warner Cable Inc. and Sprint Nextel Corporation. In addition, Liberty has attributed $1,067 million of cash, including subsidiary cash, and $750 million principal amount (as of June 30, 2011) of its exchangeable senior debentures and other parent debt to the Capital Group. The Capital Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Capital Group, including such other businesses and assets as Liberty may acquire for the Capital Group.

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Results of Operations—Consolidated

        General.    We provide in the tables below information regarding our Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our reportable segments categorized by tracking stock group. The "corporate and other" category for each tracking stock group consists of those assets or businesses which do not qualify as a separate reportable segment. For a more detailed discussion and analysis of the financial results of the principal reporting segments of each tracking stock group, see "Results of Operations—Tracking Stock Groups" below. As discussed more fully in Management's Discussion and Analysis for the Starz Group the Starz Media Reattribution impacted the presentation for the Starz Group and Capital Group due to the change in attribution of the legacy Starz Media businesses to the Starz Group as of September 30, 2010. The results for Starz Media remain in the Capital Group for the six months ended June 30, 2010, during the period those businesses were attributed to that group, and are included in the Starz Group for the six months June 30, 2011 in the results of Starz, LLC (the combined entity).

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Consolidated Operating Results

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Revenue

                         
 

Interactive Group

                         
   

QVC

  $ 1,898     1,758     3,733     3,515  
   

Corporate and other

    347     295     671     563  
                   

    2,245     2,053     4,404     4,078  
                   
 

Starz Group

                         
   

Starz, LLC

    403     308     794     613  
   

Corporate and other

        3     1     5  
                   

    403     311     795     618  
                   
 

Capital Group

                         
   

Starz Media

        84         228  
   

Corporate and other

    135     116     716     138  
                   

    135     200     716     366  
                   
     

Consolidated Liberty

  $ 2,783     2,564     5,915     5,062  
                   

Adjusted OIBDA

                         
 

Interactive Group

                         
   

QVC

  $ 418     403     781     769  
   

Corporate and other

    32     25     47     40  
                   

    450     428     828     809  
                   
 

Starz Group

                         
   

Starz, LLC

    118     107     249     213  
   

Corporate and other

    (1 )   (4 )   (6 )   (7 )
                   

    117     103     243     206  
                   
 

Capital Group

                         
   

Starz Media

        (54 )       (61 )
   

Corporate and other

    7     (5 )   365     (41 )
                   

    7     (59 )   365     (102 )
                   
     

Consolidated Liberty

  $ 574     472     1,436     913  
                   

Operating Income (Loss)

                         
 

Interactive Group

                         
   

QVC

  $ 281     270     506     502  
   

Corporate and other

    7     4     (5 )   (10 )
                   

    288     274     501     492  
                   
 

Starz Group

                         
   

Starz, LLC

    112     102     236     201  
   

Corporate and other

    (4 )   (6 )   (12 )   (13 )
                   

    108     96     224     188  
                   
 

Capital Group

                         
   

Starz Media

        (55 )       (64 )
   

Corporate and other

    (14 )   (28 )   329     (89 )
                   

    (14 )   (83 )   329     (153 )
                   
     

Consolidated Liberty

  $ 382     287     1,054     527  
                   

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        Revenue.    Our consolidated revenue increased 8.5% and 16.9% for the three and six month periods ended June 30, 2011, respectively, as compared to the corresponding prior year period. The three months increase was primarily due to increased revenue at QVC ($140 million) and the E-commerce companies ($52 million). The six month increase is due primarily to increases for Liberty Capital Group's corporate and other ($578 million), due to a one time recognition of previously deferred revenues at TruePosition, and increased revenue at QVC ($218 million). See Management's Discussion and Analysis for each of our tracking stock groups below for a more complete discussion of the results of operations of certain of our subsidiaries.

        Adjusted OIBDA.    We define Adjusted OIBDA as revenue less cost of sales, operating expenses and selling, general and administrative ("SG&A") expenses (excluding stock compensation). Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses, including each business's ability to service debt and fund capital expenditures. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes such costs as depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. See note 13 to the accompanying condensed consolidated financial statements for a reconciliation of Adjusted OIBDA to Earnings (loss) from continuing operations before income taxes.

        Consolidated Adjusted OIBDA increased $102 million and $523 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year periods. The three month increase was primarily driven by the improved results from the legacy Starz Media businesses which contributed $54 million in Adjusted OIBDA losses in the prior year period and Adjusted OIBDA income of $6 million in the current year three month period. The six month increase is due to an increase at Liberty Capital Group's corporate and other ($406 million), due to a one time recognition of previously deferred revenues at TruePosition, and the increased results for Starz, LLC. See Management's Discussion and Analysis for each of our tracking stock groups below for a more complete discussion of the results of operations of certain of our subsidiaries.

        Stock-based compensation.    Stock-based compensation includes compensation related to (1) options and stock appreciation rights ("SARs") for shares of our common stock that are granted to certain of our officers and employees, (2) phantom stock appreciation rights ("PSARs") granted to officers and employees of certain of our subsidiaries pursuant to private equity plans and (3) amortization of restricted stock grants.

        We recorded $51 million and $60 million of stock compensation expense for the six months ended June 30, 2011 and 2010, respectively. The decrease in stock compensation expense in 2011 relates primarily to our liability classified awards due to a less significant increase in our stock prices in the current period as compared to the prior period offset slightly by additional grants in the current year which increased amortization of stock compensation. As of June 30, 2011, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $200 million. Such amount will be recognized in our consolidated statements of operations over a weighted average period of approximately 2.8 years.

        Operating income.    Our consolidated operating income increased $95 million and $527 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year period. The three month increase was primarily driven by the improved results from the legacy

I-40



Starz Media businesses which contributed $55 million in operating losses in the prior year period and contributed approximately $4 million in operating income in the current year three month period. The six month increase is primarily the result of increases for the Liberty Capital Group ($418 million) and the improved results for combined Starz, LLC.

Other Income and Expense

        Components of Other Income (Expense) are presented in the table below.

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Interest expense

                         
 

Interactive Group

  $ (107 )   (163 )   (217 )   (310 )
 

Starz Group

    (2 )   (1 )   (3 )   (1 )
 

Capital Group

    (1 )   (10 )   (7 )   (33 )
                   
   

Consolidated Liberty

  $ (110 )   (174 )   (227 )   (344 )
                   

Share of earnings (losses) of affiliates

                         
 

Interactive Group

  $ 37     36     57     59  
 

Starz Group

                 
 

Capital Group

    (22 )   3     (50 )   (11 )
                   
   

Consolidated Liberty

  $ 15     39     7     48  
                   

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

                         
 

Interactive Group

  $ 89     7     10     32  
 

Starz Group

            1     (1 )
 

Capital Group

    54     (88 )   175     55  
                   
   

Consolidated Liberty

  $ 143     (81 )   186     86  
                   

Gains (losses) on dispositions, net

                         
 

Interactive Group

  $             364  
 

Starz Group

            (2 )    
 

Capital Group

        25         24  
                   
   

Consolidated Liberty

  $     25     (2 )   388  
                   

Other, net

                         
 

Interactive Group

  $ 3     (21 )   21     (43 )
 

Starz Group

    2         2      
 

Capital Group

    24     23     49     43  
                   
   

Consolidated Liberty

  $ 29     2     72      
                   

        Interest expense.    Consolidated interest expense decreased $64 million and $117 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year period. The overall decreases in interest expense related to a lower average debt balance throughout the quarter and year, as compared to the corresponding prior year periods. Additionally, the interest expense by tracking stock groups has shifted to the Interactive Group as a result of the reattributions, previously described.

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        Share of earnings (losses) of affiliates.    The following table presents our share of earnings (losses) of affiliates:

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Interactive Group

                         
 

Expedia

  $ 35     28     48     42  
 

Other

    2     8     9     17  

Capital Group

                         
 

Sirius

    (1 )   8     (8 )    
 

Live Nation

    (22 )       (45 )    
 

Other

    1     (5 )   3     (11 )
                   

  $ 15     39     7     48  
                   

        During June 2011, Liberty acquired an additional 5.5 million shares of Live Nation which increased our ownership percentage above 20% of the outstanding voting shares. Due to the presumption that an entity with an ownership percentage greater than 20% has significant influence and no other factors would rebut that presumption, the Company is accounting for the investment as an equity method affiliate. The Company has elected to record its share of earnings (loss) for Live Nation on a three-month lag due to timeliness considerations. Increases in ownership which result in a change to the equity method of accounting generally require retroactive recognition of an investment's share of earnings (loss) in prior periods. Due to the relative insignificance of our share of losses for Live Nation in previous periods, both quantitatively and qualitatively, the Company has recorded such amounts in the current year. Approximately $12 million of the losses recorded for the six months ended June 30, 2011 relate to the prior year.

        Realized and unrealized gains (losses) on financial instruments.    Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Non-strategic Securities

  $ 138     (179 )   429     30  

Exchangeable senior debentures

    22     86     (165 )   16  

Equity collars(1)

        (4 )       (2 )

Borrowed shares(1)

    (23 )   64     (118 )   61  

Other derivatives

    6     (48 )   40     (19 )
                   

  $ 143     (81 )   186     86  
                   

(1)
Changes in fair value are due primarily to changes in the market prices of the underlying marketable securities.

        Gains (losses) on dispositions.    Gains on dispositions in 2010 include a $178 million gain related to the Ticketmaster and Live Nation merger, a gain related to the sale of our GSI commerce shares of $132 million and a gain of $53 million related to the disposition of IAC shares.

I-42


        Income taxes.    Our effective tax rate for the six months ended June 30, 2011 is 39% which is greater than the U.S. federal income tax rate of 35% primarily due to the impact of state taxes. Additionally, the net direct tax impacts of $110 million arising from the sale of a 25% noncontrolling interest in a consolidated subsidiary was recorded as a reduction to equity in accordance with relevant accounting guidance for noncontrolling interests. The tax attributes relating to the remaining 75% of equity of this consolidated subsidiary have not been reflected in our deferred taxes.

        Net earnings.    We had net earnings of $668 million and $440 million for the six months ended June 30, 2011 and 2010, respectively. The change in net earnings was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

Material Changes in Financial Condition

        While the Interactive Group, the Starz Group and the Capital Group are not separate legal entities and the assets and liabilities attributed to each group remain assets and liabilities of our consolidated company, we manage the liquidity and financial resources of each group separately. Keeping in mind that assets of one group may be used to satisfy liabilities of one of the other groups, the following discussion assumes, consistent with management expectations, that future liquidity needs of each group will be funded by the financial resources attributed to each respective group.

        As of June 30, 2011 substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

        The following are potential sources of liquidity for each group to the extent the identified asset or transaction has been attributed to such group: available cash balances, cash generated by the operating activities of our privately-owned subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from asset sales, monetization of our public investment portfolio (including derivatives), debt and equity issuances, and dividend and interest receipts.

        Standard & Poor's Ratings Services and Moody's Investors Services put our corporate ratings on credit watch with developing implications and possible downgrade, respectively, following the Company's announcement of the proposed split-off in June of 2010. During the second quarter of 2011 Standard & Poor's Ratings Services placed our corporate rating on credit watch positive with a likely upgrade to BB with a stable outlook upon the completion of the proposed split-off. In the event we need to obtain external debt financing, these ratings could hurt our ability to obtain financing and could increase the cost of any financing we are able to obtain.

        Consolidated Liberty.    As of June 30, 2011 Liberty had a cash balance of $3,414 million along with additional sources of liquidity of $372 million in short term marketable securities and $2,516 million of unpledged Non-strategic AFS securities. To the extent the Company recognizes any taxable gains from the sale of assets, including in the settlement of derivative instruments, we may incur tax expense and be required to make tax payments, thereby reducing any cash proceeds. Further, our operating businesses have provided, on average, more than $1 billion in annual operating cash flow over the prior three years and we do not anticipate any significant reductions in that amount in future years, with the exception of the impacts to operating cash flow from the proposed split-off.

        The projected uses of Liberty cash are the costs to service outstanding debt, continued capital improvement spending and the potential buyback of common stock under the approved share buyback programs. We also may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities. Additionally, we may make investments in existing or new businesses. In May 2011, we made a proposal to acquire a 70% equity ownership interest in Barnes & Noble Inc. for $17 per share in cash. The proposal is subject to various conditions, including satisfactory financing and

I-43



the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management. If this transaction is consummated, we expect that our cash contribution toward the purchase price, depending on the amount of financing that can be obtained, will be in the range of $500 million.

        Interactive Group.    During the six months ended June 30, 2011, the Interactive Group's primary uses of cash were $393 million of debt repayments and $103 million of capital expenditures. These uses of cash were funded primarily with $264 million of cash reattributed from the Capital Group from the TWX Reattribution, $192 million in borrowings and $348 million of cash provided by operating activities, which is net of $138 million of intercompany tax payments to the Capital Group.

        The projected uses of Interactive Group cash for the remainder of 2011 include approximately $190 million for interest payments on QVC and parent debt attributed to the Interactive Group, $250 million for capital expenditures, additional tax payments to the Capital Group and potential payments to settle outstanding put options on Liberty Interactive Group common stock. In addition, we may make repurchases of Liberty Interactive common stock and additional investments in existing or new businesses and attribute such investments to the Interactive Group.

        We expect that the Interactive Group will fund its 2011 cash needs with cash on hand and cash provided by operating activities. At June 30, 2011, the Interactive Group's sources of liquidity include $1,312 million in cash and $1,258 of unpledged Non-strategic AFS securities. In addition, at June 30, 2011, unused capacity under the QVC Bank Credit Facilities aggregated $1,389 million.

        QVC was in compliance with its debt covenants as of June 30, 2011.

        Starz Group.    During the six months ended June 30, 2011, the Starz Group's primary uses of cash were $77 million related to investments in original programming and other entertainment content and $57 million for payments on outstanding debt. The uses of cash were funded by cash on hand and cash from operations. As of June 30, 2011, the Starz Group had a cash balance of $1,035 million.

        The projected uses of Starz Group cash in 2011 include continued investment in original programming and other entertainment content. In addition, we may make additional repurchases of Liberty Starz common stock and additional investments in existing or new businesses and attribute such investments to the Starz Group. We expect that we will be able to use a combination of cash on hand and cash from operations to fund Starz Group cash needs in 2011.

        Capital Group.    During the six months ended June 30, 2011, the Capital Group's primary uses of cash were $264 million of cash reattributed to the Interactive Group related to the TWX Reattribution, purchases of $134 million in short term marketable securities and $96 million for repurchases of Liberty Capital common stock. The uses of cash were funded by cash on hand and cash from operations.

        The projected uses of Capital Group cash for the remainder of 2011 are not expected to be significant. We note the attributed outstanding debt of $750 million is due in March of 2012. Restricted cash of $638 million (at June 30, 2011) and a basket of AFS debt securities are available to satisfy that obligation at maturity. We also may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities. We may make additional repurchases of Liberty Capital common stock and additional investments in existing or new businesses. In May 2011, we made a proposal to acquire a 70% equity ownership interest in Barnes & Noble Inc. for $17 per share in cash. The proposal is subject to various conditions, including satisfactory financing and the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management. If this transaction is consummated, we expect that our cash contribution toward the purchase price, depending on the amount of financing that can be obtained, will be in the range of $500 million.

I-44


        We expect that the Capital Group's investing and financing activities will be funded with a combination of cash on hand, net tax payments from the Interactive Group and the Starz Group and dispositions of non-strategic assets. At June 30, 2011, the Capital Group's sources of liquidity include $1,067 million in cash, $192 million in short term marketable securities and $1,194 million of unpledged non-strategic AFS securities. To the extent the Capital Group recognizes any taxable gains from the sale of assets, including in the settlement of derivative instruments, we may incur current tax expense and be required to make tax payments, thereby reducing any cash proceeds attributable to the Capital Group.

Results of Operations—Tracking Stock Groups

Interactive Group

        The Interactive Group consists of our subsidiaries QVC, Provide, Backcountry, Bodybuilding and Celebrate, our interests in Expedia, HSN, Interval, Lending Tree and $4,201 million principal amount (as of June 30, 2011) of our publicly-traded debt.

        The following discussion and analysis provides information concerning the results of operations of the Interactive Group. This discussion should be read in conjunction with (1) our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (2) the Unaudited Attributed Financial Information for Tracking Stock Groups filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q.

Results of Operations

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Revenue

                         
 

QVC

  $ 1,898     1,758     3,733     3,515  
 

E-commerce businesses

    347     295     671     563  
 

Corporate and other

                 
                   

  $ 2,245     2,053     4,404     4,078  
                   

Adjusted OIBDA

                         
 

QVC

  $ 418     403     781     769  
 

E-commerce businesses

    36     28     65     46  
 

Corporate and other

    (4 )   (3 )   (18 )   (6 )
                   

  $ 450     428     828     809  
                   

Operating Income (Loss)

                         
 

QVC

  $ 281     270     506     502  
 

E-commerce businesses

    19     8     27     12  
 

Corporate and other

    (12 )   (4 )   (32 )   (22 )
                   

  $ 288     274     501     492  
                   

Operating Results by Business

        QVC.    QVC is a retailer of a wide range of consumer products, which are marketed and sold primarily by merchandise-focused televised shopping programs and via the Internet. In the United States, QVC's live programming is distributed via its nationally televised shopping program 24 hours a

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day, 364 days a year ("QVC-US"). Internationally, QVC's program services are based in the United Kingdom ("QVC-UK"), Germany ("QVC-Germany"), Japan ("QVC-Japan") and Italy ("QVC-Italy"). QVC-UK distributes its program 24 hours a day with 17 hours of live programming and QVC-Germany and QVC-Japan each distribute live programming 24 hours a day. QVC-Italy launched on October 1, 2010 and is distributing programming live for 17 hours a day on satellite and public television and an additional 7 hours a day of recorded programming on satellite television.

        QVC's operating results are as follows:

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Net revenue

  $ 1,898     1,758     3,733     3,515  

Cost of sales

    (1,183 )   (1,105 )   (2,363 )   (2,230 )
                   
 

Gross profit

    715     653     1,370     1,285  

Operating expenses

    (183 )   (166 )   (358 )   (331 )

SG&A expenses (excluding stock-based compensation

    (114 )   (84 )   (231 )   (185 )
                   
 

Adjusted OIBDA

    418     403     781     769  

Stock-based compensation—SG&A

    (6 )   (4 )   (10 )   (9 )

Depreciation and amortization

    (131 )   (129 )   (265 )   (258 )
                   
 

Operating income

  $ 281     270     506     502  
                   

        Net revenue is generated in the following geographical areas:

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

QVC-US

  $ 1,232     1,193     2,424     2,349  

QVC-UK

    154     135     292     262  

QVC-Germany

    237     196     505     436  

QVC-Japan

    269     234     502     468  

QVC-Italy

    6         10      
                   

  $ 1,898     1,758     3,733     3,515  
                   

        QVC's consolidated net revenue increased 8.0% and 6.2% during the three and six months ended June 30, 2011, respectively, as compared to the prior year period. The three month increase in net revenue is comprised of $80 million due to a 4.1% increase in the average sales price per unit ("ASP"), $72 million due to favorable foreign currency rates in all international markets and $17 million due to a 0.9% increase in units sold from 39.1 million to 39.4 million. These increases were partially offset by a $29 million increase in estimated product returns. Returns as a percent of gross product revenue increased to 19.7% from 19.1%. The six month increase in net revenue is comprised of $158 million due to a 4.1% increase in ASP, $94 million due to favorable foreign currency rates in all international markets and $24 million due to a 0.6% increase in units sold from 76.2 million to 76.7 million. These increases were partially offset by a $50 million increase in product returns and an $8 million decrease in net shipping and handling revenue. Returns as a percent of gross product revenue increased to 19.6% from 19.2%.

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        During the three and six months ended June 30, 2011 and 2010, the changes in revenue and expenses were impacted by changes in the exchange rates for the UK pound sterling, the euro and the Japanese yen. In the event the U.S. dollar strengthens against these foreign currencies in the future, QVC's revenue and operating cash flow will be negatively impacted. The percentage increase (decrease) in revenue for each of QVC's geographic areas in U.S. dollars and in local currency is as follows:

 
  Percentage increase (decrease) in net revenue  
 
  Three months
ended
June 30,
2011
  Six months
ended
June 30,
2011
 
 
  U.S. dollars   Local currency   U.S. dollars   Local currency  

QVC-US

    3.3 %   3.3 %   3.2 %   3.2 %

QVC-UK

    14.1 %   3.9 %   11.5 %   4.6 %

QVC-Germany

    20.9 %   7.4 %   15.8 %   10.2 %

QVC-Japan

    15.0 %   1.5 %   7.3 %   (3.8 )%

        On March 11, 2011 there was a significant earthquake in Japan. As a result, QVC-Japan was off-air for 12 days and experienced an interruption of its business. The facilities suffered moderate damage. QVC-Japan returned on-air and resumed operations on March 23, 2011. The earthquake and related events have impacted the three and six month periods ended June 30, 2011, however QVC-Japan experienced a steady recovery of sales in May and June 2011 as compared to the prior year periods.

        QVC-US growth in net revenue for the three month period ended June 30, 2011 is due primarily to an increase in ASP partially offset by a decrease in units sold, a decrease in shipping and handling revenue and an increase in returns associated with the sales increase. For the three months ended June 30, 2011, QVC-US shipped sales increased due to growth in sales of accessories, apparel and home décor. For the six months ended June 30, 2011, QVC-US shipped sales increased due to growth in sales of accessories, apparel, electronics, kitchen and home décor. Jewelry sales declined in both periods. The decrease in shipping and handling is due to increased use of free shipping and handling promotions which are most often subsidized by the vendors or included in the margin. For the three month period, return rates increased slightly from 18.4% to 18.5% but for the six month period, declined from 18.5% to 18.3%. QVC-UK's growth for the three and six months ended June 30, 2011 is the result of increased sales in the apparel product category. QVC-Germany experienced growth in all product categories, with the exception of electronics and beauty in both periods. QVC-Germany's sales growth was somewhat offset by a higher return rate in both periods. For the three months ended June 30, 2011, QVC-Japan experienced growth in apparel. QVC-Italy's sales consisted of primarily home and beauty products.

        The QVC service is already received by substantially all of the cable television and direct broadcast satellite homes in the U.S., the UK and Germany. In addition, in Japan, analog customers are expected to be converted to a digital environment beginning in July 2011, with that conversion to be completed by 2015. We believe that it is likely that such analog switch-off will have a negative impact on the overall number of subscribers viewing the program. QVC is currently evaluating the possible impact on QVC-Japan's results as well as opportunities to acquire subscribers via other distribution channels that will aid in mitigating the impact of the conversion. QVC's future sales growth will primarily depend on expansions into new countries, sales growth from its e-commerce and mobile platforms, additions of new customers from homes already receiving the QVC service and growth in sales to existing customers. QVC's future sales may also be affected by (i) the willingness of cable and satellite distributors to continue carrying QVC's programming service, (ii) QVC's ability to maintain favorable channel positioning, which may become more difficult as distributors convert analog customers to

I-47



digital, (iii) changes in television viewing habits because of personal video recorders, video-on-demand and IP television and (iv) general economic conditions.

        QVC's gross profit percentage increased from 37.1% to 37.7% and from 36.6% to 36.7% during the three and six months ended June 30, 2011. For the three months ended June 30, 2011 the increase is due primarily to higher initial product margins in the home and jewelry areas and to a lesser extent, accessories. This favorability was partially offset by higher inventory obsolescence provisions. Freight expenses contributed favorably to both the three and six months ended June 30, 2011 in part due to less units shipped and additional vendor subsidies.

        QVC's operating expenses are principally comprised of commissions, order processing and customer service expenses, credit card processing fees, telecommunications expense and production costs. Operating expenses increased 10.2% and 8.2% for the three and six month periods ended June 30, 2011, as compared to the prior year period. Included in these increases is growth of $4 million and $8 million for the three and six months ended June 30, 2011, respectively related to QVC-Italy operations. Other increases include an increase in commissions expense due to sales growth, an increase in production personnel expenses and an increase in credit card fees due to sales growth as well as an increase in rates.

        QVC's SG&A expenses include personnel, information technology, provision for doubtful accounts, credit card income and marketing and advertising expenses. Such expenses increased as a percent of net revenue from 4.8% to 6.0% for the three months ended June 30, 2011 and from 5.3% to 6.2% for the six months ended June 30, 2011.

        Included in QVC's SG&A results are $9 million and $3 million of costs for three months ended June 30, 2011 and 2010, respectively, and $15 million and $6 million of costs for the six months ended June 30, 2011 and 2010, respectively, related to the launch of the QVC-Italy service. QVC-Italy incurred an adjusted OIBDA loss for the three months ended June 30, 2011 and 2010 of $13 million and $5 million, respectively, and $23 million and $9 million for the six months ended June 30, 2011 and 2010, respectively.

        Net credit card operations income decreased $6 million and $12 million for the three months ended and the six months ended June 30, 2011, compared to the prior year period. Effective August 2, 2010, upon the expiration of the existing contract, QVC entered into a new agreement with GE Money Bank, which provides revolving credit directly to QVC customers solely for the purchase of merchandise from QVC. Under the new agreement QVC receives a portion of the economics from the credit card program according to percentages that vary with the performance of the portfolio. The new agreement, which will expire in August 2015, is substantially different than the expired agreement between the parties. QVC's operating income (and adjusted OIBDA) will be negatively impacted due to the terms of the new agreement. However, QVC has used the $501 million of cash proceeds from the recovery of its noninterest bearing cash deposit maintained at GE Money Bank in connection with the prior arrangement to retire a portion of its outstanding bank facility in 2010. QVC's net credit card income would have been $9 million and $19 million more favorable for the three months and six months ended June 30, 2011, respectively, based on the terms of the expired contract compared to the new contract.

        Excluding the impacts of QVC-Italy, foreign currency exchange and net credit card operations, QVC's SG&A expense increased $13 million or 12.7% for the three months ended June 30, 2011 and $18 million or 8.2% for the six months ended June 30, 2011. The increase was the result of increased spending in a variety of categories including personnel, outside services, franchise taxes, online marketing and public relations events.

        E-commerce businesses.    Our e-commerce businesses are comprised primarily of Provide, Backcountry, Bodybuilding and Celebrate. Revenue for the e-commerce businesses is seasonal due to

I-48


certain holidays, which drive a significant portion of the e-commerce businesses' revenue. The third quarter is generally lower, as compared to the other three quarters, due to fewer holidays. Revenue increased $52 million and $108 million for the three and six months ended June 30, 2011, as compared to the corresponding prior year periods. Each of our respective e-commerce businesses reported an increase in revenue for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. Such increases are the result of acquisitions and deconsolidations, increased marketing efforts and increased conversion due to site optimization and broader inventory offerings. Adjusted OIBDA for the e-commerce businesses increased $8 million and $19 million for the three and six month periods in 2011 and represented 10.4% and 9.7% of revenue in 2011, respectively, as compared to 9.5% and 8.2% in 2010, respectively.

Starz Group

        The Starz Group is primarily comprised of our subsidiary Starz and $1,035 million of cash, including subsidiary cash.

        The following discussion and analysis provides information concerning the attributed results of operations of the Starz Group. This discussion should be read in conjunction with (1) our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (2) the Unaudited Attributed Financial Information for Tracking Stock Groups filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q.

Results of Operations

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Revenue

                         
 

Starz, LLC

  $ 403     308     794     613  
 

Corporate and other

        3     1     5  
                   

  $ 403     311     795     618  
                   

Adjusted OIBDA

                         
 

Starz, LLC

  $ 118     107     249     213  
 

Corporate and other

    (1 )   (4 )   (6 )   (7 )
                   

  $ 117     103     243     206  
                   

Operating Income (Loss)

                         
 

Starz, LLC

  $ 112     102     236     201  
 

Corporate and other

    (4 )   (6 )   (12 )   (13 )
                   

  $ 108     96     224     188  
                   

        Starz, LLC.    Starz provides premium networks distributed by cable operators, direct-to-home satellite providers, telephone companies and other distributors in the United States and develops, produces and acquires entertainment content and distributes such content to consumers in the United States and throughout the world. Additionally, as of September 30, 2010, Starz includes the remaining operations of Starz Media. Starz is managed based on the following lines of business: Starz Channels (legacy Starz Entertainment business, excluding ancillary revenue and expenses related to original programming) and Home Video, Television, Digital Media and Animation (legacy Starz Media businesses). We believe, with the decisions that have been made surrounding the legacy Starz Media businesses, the prospective results of Starz will be largely driven by the results of Starz Channels.

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        A large portion of Starz's revenue is derived from the delivery of movies and original programming content to consumers through the Starz Channels' distribution partners. Some of Starz's affiliation agreements with its distribution partners provide for payments to Starz based on the number of subscribers that receive the Starz Channels' services ("consignment agreements"). Starz also has fixed-rate affiliation agreements with certain of its distribution partners. Pursuant to these agreements, the distribution partners pay an agreed-upon rate regardless of the number of subscribers. The agreed-upon rate may be increased annually to the extent the contract provides for an increase. The affiliation agreements expire in 2011 through 2018. During the quarter ended June 30, 2011, approximately 54% of the Starz Channels' revenue was generated by its three largest customers, Comcast, DIRECTV and Dish Network, each of which individually generated 10% or more of the Starz Channels' revenue for such period.

        Starz's operating results are as follows:

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Revenue

  $ 403     383     794     829  

Operating expenses

    (233 )   (270 )   (428 )   (506 )

SG&A expenses

    (52 )   (65 )   (117 )   (175 )
                   
 

Adjusted OIBDA

    118     48     249     148  

Stock-based compensation

    (2 )   1     (3 )   (3 )

Depreciation and amortization

    (4 )   (6 )   (10 )   (11 )
                   
 

Operating income

  $ 112     43     236     134  
                   

        As discussed above, the results for Starz for the three and six months ended June 30, 2011 include the legacy Starz Entertainment business operations and the legacy Starz Media business operations, due to the Starz Media Reattribution (effective as of September 30, 2010). For discussion purposes, the historical results for the Starz Media legacy businesses have been combined with the historical results of the Starz Entertainment legacy businesses, including the impacts of intercompany eliminations, for the three and six months ended June 30, 2010.

        Starz's revenue increased $20 million and decreased $35 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year periods. Revenue for the three months increased as a result of an $8 million increase due to higher effective rate for the Starz Channels' services, $6 million due to growth in the average number of subscriptions and $3 million in additional ancillary revenue related to international television distribution rights and home video for Starz original content. The remaining increase was primarily attributable to the home video performance of "The Kings Speech" distributed for the Weinstein Company in the current period which was partially offset by no theatrical releases of films in 2011. The decrease in revenue for the six months ended June 30, 2011 as compared to the prior year was primarily attributable to no theatrical films released in 2011 as compared to two in 2010 and a decrease in the number of theatrical films released on home video. The overall decrease was partially offset by revenue growth resulting from a $10 million increase due to higher effective rate for the Starz Channels' services, $14 million due to growth in the average number of subscriptions and $14 million in additional ancillary revenue related to international television distribution rights and home video for Starz original content.

        Starz, Encore, and the Encore thematic multiplex channels ("EMP") are the primary drivers of Starz's revenue. Starz average subscriptions increased 9.7% and 9.0% for the three and six months ended June 30, 2011 compared to the corresponding period of 2010 and EMP average subscriptions increased 4.7% and 5.6% for the three and six months ended June 30, 2011 compared to the

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corresponding period of 2010. The impact on revenue due to subscription increases is affected by the relative percentages of increases under consignment agreements and fixed-rate agreements. In this regard, as of June 30, 2011 subscriptions under fixed-rate agreements were 28.5 million while subscriptions under consignment agreements were 23.4 million. As of June 30, 2010, subscriptions under fixed-rate affiliation agreements were 26.6 million while subscriptions under consignment agreements were 22.7 million.

        Operating expenses decreased by $37 million and $78 million for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. Approximately $48 million and $91 million of such decrease, respectively, was the result of lower production and acquisition costs, lower home video costs and no theatrical releases in the current period. These operating expense decreases were partially offset by increases, related to the Starz Channels, of 4.7% and 1.7% for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. Programming expenses are Starz's primary operating expense and totaled approximately $164 million and $312 million for the three and six months ended June 30, 2011 and $156 million and $307 million for the three and six months ended June 30, 2010. We expect that programming costs related to original programming will continue to increase in the future as Starz continues to invest in original content.

        Starz's SG&A expenses decreased by $13 million and $58 million for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. The primary driver in decreased SG&A expenses as compared to the prior year periods was the decisions made regarding the theatrical film business. This decrease was partially offset by increased advertising expenses related to original programming content and increased personnel costs.

        Starz's Adjusted OIBDA increased $70 million and $101 million for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. The increase in Adjusted OIBDA was a combination of improved results by the Starz Channels business and the decisions made regarding the Theatrical film business in the prior year. As discussed above, the elimination of theatrical film releases and fewer theatrical home video releases resulted in less revenue which was more than offset by no spending in the current period on marketing and advertising associated with the theatrical exhibition of such productions, lower production and acquisition costs and lower home video costs.

Capital Group

        The Capital Group is comprised of our subsidiaries, assets and liabilities not attributed to the Interactive Group or the Starz Group, including controlling interests in ANLBC and TruePosition as well as minority investments in SiriusXM, Live Nation, Time Warner Inc., Time Warner Cable Inc., Sprint and other public and private companies. In addition, we have attributed $1,067 million of cash, including subsidiary cash, and $750 million principal amount (as of June 30, 2011) of our parent debt to the Capital Group.

        The following discussion and analysis provides information concerning the attributed results of operations of the Capital Group. This discussion should be read in conjunction with (1) our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on

I-51



Form 10-Q and (2) the Unaudited Attributed Financial Information for Tracking Stock Groups filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q.

Results of Operations

 
  Three months
ended
June 30,
  Six months
ended
June 30,
 
 
  2011   2010   2011   2010  
 
  amounts in millions
 

Revenue

                         
 

Starz Media

  $     84         228  
 

Corporate and other

    135     116     716     138  
                   

  $ 135     200     716     366  
                   

Adjusted OIBDA

                         
 

Starz Media

  $     (54 )       (61 )
 

Corporate and other

    7     (5 )   365     (41 )
                   

  $ 7     (59 )   365     (102 )
                   

Operating Income (Loss)

                         
 

Starz Media

  $     (55 )       (64 )
 

Corporate and other

    (14 )   (28 )   329     (89 )
                   

  $ (14 )   (83 )   329     (153 )
                   

        Revenue.    The Capital Group's combined revenue decreased $65 million for the three months ended June 30, 2011 and increased $350 million for the six months ended June 30, 2011 as compared to the corresponding prior year period. The six month increase in revenue is due to the impact of a one-time recognition of previously deferred revenue at TruePosition partially offset by the Starz Media reattribution whereas the results of Starz Media are now reflected in the results of the Liberty Starz Group. In the first quarter of 2011 TruePosition amended and extended its agreement with AT&T under which TruePosition sells hardware, licenses software and provides ongoing technical and software support to AT&T which are used in the provision of E-911 services domestically. Under new revenue recognition guidance, which we adopted prospectively on January 1, 2011, the amendment is a material modification, requiring elements under the agreement that meet the separation criteria and have been delivered to be recognized as of the modification date. TruePosition recognized approximately $538 million of revenue as of the modification date and $167 million of associated deferred costs. The revenue under the previous contract had been deferred as Vendor Specific Objective Evidence for undelivered items (specified upgrades committed to in November 2006) did not exist.

        Adjusted OIBDA and Operating Income (Loss).    The Capital Group's Adjusted OIBDA increased $66 million and $467 million and Operating Income (Loss) increased $69 million and $482 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year periods. The increases are primarily due to the one-time recognition of previously deferred revenue and costs from TruePosition and the Starz Media reattribution, discussed previously.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

        We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations by our subsidiaries in different foreign countries. Market risk refers to the risk of loss arising from adverse changes in stock prices, interest rates and foreign currency exchange rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and

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internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

        We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate. As of June 30, 2011, our debt is comprised of the following amounts:

 
  Variable rate debt   Fixed rate debt  
 
  Principal
amount
  Weighted avg
interest rate
  Principal
amount
  Weighted avg
interest rate
 
 
  dollar amounts in millions
 

Interactive Group

  $ 630     2.2 % $ 6,247     5.5 %

Capital Group

  $ 750     0.4 % $     N/A  

Starz Group

  $     N/A   $ 42     5.5