QuickLinks -- Click here to rapidly navigate through this document

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, 2010

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

 

80112
(Address of principal executive offices)   (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 30, 2010 was:

 
  Series A   Series B  

Liberty Capital common stock

    80,096,717     7,379,094  

Liberty Interactive common stock

    568,838,611     29,247,036  

Liberty Starz common stock

    48,916,150     2,360,545  



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)

 
  June 30,
2010
  December 31,
2009
 
 
  amounts in millions
 

Assets

             

Current assets:

             
 

Cash and cash equivalents

  $ 4,106     4,835  
 

Trade and other receivables, net

    1,327     1,518  
 

Inventory, net

    956     985  
 

Program rights

    508     469  
 

Financial instruments (note 8)

        752  
 

Other current assets

    560     168  
           
   

Total current assets

    7,457     8,727  
           

Investments in available-for-sale securities and other cost investments, including $904 million and $851 million pledged as collateral for share borrowing arrangements (note 6)

    4,070     4,120  

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

    1,017     1,030  

Property and equipment, at cost

   
2,165
   
2,163
 

Accumulated depreciation

    (912 )   (858 )
           

    1,253     1,305  
           

Intangible assets not subject to amortization (note 9):

             
 

Goodwill

    6,157     6,225  
 

Trademarks

    2,494     2,508  
 

Other

    153     153  
           

    8,804     8,886  
           

Intangible assets subject to amortization, net (note 9)

    2,824     3,027  

Other assets, at cost, net of accumulated amortization

    1,422     1,536  
           
   

Total assets

  $ 26,847     28,631  
           

(continued)

I-1



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets, continued

(unaudited)

 
  June 30,
2010
  December 31,
2009
 
 
  amounts in millions
 

Liabilities and Equity

             

Current liabilities:

             
 

Accounts payable

  $ 467     598  
 

Accrued liabilities

    910     1,037  
 

Financial instruments (note 8)

    1,074     1,002  
 

Current portion of debt (note 10)

    791     1,932  
 

Current deferred income tax liabilities

    1,322     1,247  
 

Other current liabilities

    601     360  
           
   

Total current liabilities

    5,165     6,176  
           

Long-term debt, including $2,235 million and $2,254 million measured at fair value (note 10)

    7,364     7,842  

Deferred income tax liabilities

    2,583     2,675  

Other liabilities

    1,509     1,700  
           
   

Total liabilities

    16,621     18,393  
           

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 83,323,278 shares at June 30, 2010 and 89,814,862 shares at December 31, 2009

    1     1  
   

Series B Liberty Capital common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 7,381,311 shares at June 30, 2010 and 7,405,151 shares at December 31, 2009

         
   

Series A Liberty Starz common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 48,911,983 shares at June 30, 2010 and 49,673,954 shares at December 31, 2009

         
   

Series B Liberty Starz common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 2,363,545 shares at June 30, 2010 and 2,365,545 shares at December 31, 2009

         
   

Series A Liberty Interactive common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 568,839,391 shares at June 30, 2010 and 567,044,845 shares at December 31, 2009

    6     6  
   

Series B Liberty Interactive common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 29,249,336 shares at June 30, 2010 and 29,276,689 shares at December 31, 2009

         
   

Additional paid-in capital

    8,686     8,900  
   

Accumulated other comprehensive earnings, net of taxes

    140     352  
   

Retained earnings

    1,276     850  
           
     

Total stockholders' equity

    10,109     10,109  
 

Noncontrolling interests in equity of subsidiaries

    117     129  
           
     

Total equity

    10,226     10,238  
           

Commitments and contingencies (note 13)

             
   

Total liabilities and equity

  $ 26,847     28,631  
           

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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions,
except per share amounts

 

Revenue:

                         
 

Net retail sales

  $ 2,053     1,936     4,078     3,767  
 

Communications and programming services

    511     498     984     920  
                   

    2,564     2,434     5,062     4,687  
                   

Operating costs and expenses:

                         
 

Cost of sales

    1,284     1,208     2,578     2,391  
 

Operating

    558     477     1,014     904  
 

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

    271     264     617     522  
 

Depreciation and amortization

    164     163     326     336  
                   

    2,277     2,112     4,535     4,153  
                   
   

Operating income

    287     322     527     534  

Other income (expense):

                         
 

Interest expense

    (174 )   (143 )   (344 )   (280 )
 

Share of earnings (losses) of affiliates, net (note 7)

    39     14     48     (91 )
 

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

    (81 )   266     86     2  
 

Gains on dispositions, net (note 6)

    25     113     388     111  
 

Other, net

    2     81         92  
                   

    (189 )   331     178     (166 )
                   
   

Earnings from continuing operations before income taxes

    98     653     705     368  

Income tax expense

    (57 )   (257 )   (265 )   (120 )
                   
   

Earnings from continuing operations

    41     396     440     248  

Earnings from discontinued operations, net of taxes (note 2)

        90         111  
                   
   

Net earnings

    41     486     440     359  

Less net earnings attributable to the noncontrolling interests

    4     8     14     17  
                   

Net earnings attributable to Liberty Media Corporation shareholders

  $ 37     478     426     342  
                   

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

                         
 

Liberty Capital common stock

  $ (82 )   201     (60 )   41  
 

Liberty Starz common stock

    61     149     118     230  
 

Liberty Interactive common stock

    58     128     368     71  
                   

  $ 37     478     426     342  
                   

(continued)

I-3



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Operations, continued

(unaudited)

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2010   2009   2010   2009  
 
  amounts in millions,
except per share amounts

 

Basic earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (note 4):

                         
 

Series A and Series B Liberty Capital common stock

  $ (.86 )   2.09     (.63 )   .43  
 

Series A and Series B Liberty Starz common stock

  $ 1.22     .11     2.36     .23  
 

Series A and Series B Liberty Interactive common stock

  $ .10     .22     .62     .12  

Diluted earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (note 4):

                         
 

Series A and Series B Liberty Capital common stock

  $ (.86 )   2.07     (.63 )   .42  
 

Series A and Series B Liberty Starz common stock

  $ 1.20     .11     2.31     .23  
 

Series A and Series B Liberty Interactive common stock

  $ .10     .21     .61     .12  

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

                         
 

Series A and Series B Liberty Capital common stock

  $ (.86 )   2.09     (.63 )   .43  
 

Series A and Series B Liberty Starz common stock

  $ 1.22     .29     2.36     .44  
 

Series A and Series B Liberty Interactive common stock

  $ .10     .22     .62     .12  

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

                         
 

Series A and Series B Liberty Capital common stock

  $ (.86 )   2.07     (.63 )   .42  
 

Series A and Series B Liberty Starz common stock

  $ 1.20     .29     2.31     .44  
 

Series A and Series B Liberty Interactive common stock

  $ .10     .21     .61     .12  

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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Net earnings

  $ 41     486     440     359  
                   

Other comprehensive earnings (loss), net of taxes:

                         
 

Foreign currency translation adjustments

    (50 )   74     (102 )   (13 )
 

Unrealized holding gains (losses) arising during the period

    (67 )   21     (2 )   19  
 

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

    (14 )       (126 )   2  
 

Share of other comprehensive earnings (loss) of equity affiliates

    (6 )   5     (1 )   (10 )
 

Other, net

    12     20     25     37  
 

Other comprehensive loss from discontinued operations

        (5 )       (6 )
                   
   

Other comprehensive earnings (loss)

    (125 )   115     (206 )   29  
                   

Comprehensive earnings (loss)

    (84 )   601     234     388  
 

Less comprehensive earnings attributable to the noncontrolling interests

    11     11     20     7  
                   
 

Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders

  $ (95 )   590     214     381  
                   

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

                         
 

Liberty Capital common stock

  $ (170 )   212     (88 )   55  
 

Liberty Starz common stock

    61     144     118     224  
 

Liberty Interactive common stock

    14     234     184     102  
                   

  $ (95 )   590     214     381  
                   

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,
 
 
  2010   2009  
 
  amounts in millions
 

Cash flows from operating activities:

             
 

Net earnings

  $ 440     359  
 

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

             
   

Earnings from discontinued operations

        (111 )
   

Depreciation and amortization

    326     336  
   

Stock-based compensation

    60     63  
   

Cash payments for stock-based compensation

    (40 )   (11 )
   

Noncash interest expense

    50     74  
   

Share of (earnings) losses of affiliates, net

    (48 )   91  
   

Cash receipts from returns on equity investments

    10      
   

Realized and unrealized gains on financial instruments, net

    (86 )   (2 )
   

Gains on disposition of assets, net

    (388 )   (111 )
   

Deferred income tax (benefit) expense

    106     (59 )
   

Other noncash charges (credits), net

    112     (16 )
   

Changes in operating assets and liabilities

             
       

Current and other assets

    88     383  
       

Payables and other current liabilities

    (99 )   (147 )
           
         

Net cash provided by operating activities

    531     849  
           

Cash flows from investing activities:

             
 

Cash proceeds from dispositions

    518     420  
 

Proceeds from settlement of financial instruments, net

    719     61  
 

Investments in and loans to cost and equity investees

    (257 )   (609 )
 

Repayment of loan by cost and equity investees

    98      
 

Capital expended for property and equipment

    (129 )   (93 )
 

Net sales (purchases) short term investments

    (307 )   59  
 

Net (increase) decrease in restricted cash

    (30 )   24  
 

Other investing activities, net

    (2 )   (40 )
           
     

Net cash provided (used) by investing activities

    610     (178 )
           

Cash flows from financing activities:

             
 

Borrowings of debt

    1,136     1,979  
 

Repayments of debt

    (2,738 )   (1,735 )
 

Repurchases of Liberty common stock

    (326 )   (3 )
 

Other financing activities, net

    73     (66 )
           
     

Net cash provided (used) by financing activities

    (1,855 )   175  
           

Effect of foreign currency exchange rates on cash

    (15 )   (24 )
           

Net cash provided by discontinued operations:

             
 

Cash used by operating activities

        (3 )
 

Cash used by investing activities

        (17 )
 

Cash provided by financing activities

         
 

Change in available cash held by discontinued operations

        45  
           
     

Net cash provided by discontinued operations

        25  
           
     

Net increase (decrease) in cash and cash equivalents

    (729 )   847  
     

Cash and cash equivalents at beginning of period

    4,835     3,060  
           
     

Cash and cash equivalents at end of period

  $ 4,106     3,907  
           

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, 2010

 
  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, 2010

  $     1                 6         8,900     352     850     129     10,238  
 

Net earnings

                                        426     14     440  
 

Other comprehensive loss

                                    (212 )       6     (206 )
 

Stock compensation

                                80                 80  
 

Issuance of common stock upon exercise of stock options

                                9                 9  
 

Series A Liberty Capital stock repurchases

                                (286 )               (286 )
 

Series A Liberty Starz stock repurchases

                                (40 )               (40 )
 

Issuance of subsidiary shares to noncontrolling interest

                                            14     14  
 

Distribution to noncontrolling interest

                                            (46 )   (46 )
 

Other

                                23                 23  
                                                   

Balance at June 30, 2010

  $     1                 6         8,686     140     1,276     117     10,226  
                                                   

See accompanying notes to condensed consolidated financial statements.

I-7



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2010
(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, 2009.

        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.

(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

I-8



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)


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 November 19, 2009, Liberty completed its previously announced split-off (the "DTV Split-Off") of its wholly owned subsidiary, Liberty Entertainment, Inc. ("LEI"), and the business combination transaction among Liberty, LEI and The DIRECTV Group, Inc. ("DIRECTV") (the "DTV Business Combination"). The DTV Split-Off was accomplished by a redemption (the "Redemption") of 90% of the outstanding shares of Liberty Entertainment common stock in exchange for all of the outstanding shares of common stock of LEI, pursuant to which, 0.9 of each outstanding share of Liberty Entertainment common stock was redeemed for 0.9 of a share of the corresponding series of common stock of LEI, with payment of cash in lieu of any fractional shares.

        LEI held Liberty's 57% interest in DIRECTV (which had a carrying value of $13,475 million at the time of the DTV Split-Off), 100% interest in Liberty Sports Holdings, LLC, 65% interest in Game Show Network, LLC and approximately $120 million in cash and cash equivalents, and approximately $2 billion of indebtedness. All of the businesses, assets and liabilities that were attributed to the Entertainment Group and were not held by LEI have remained with Liberty and continue to be attributed to the Entertainment Group, which Liberty redesignated as the Starz Group. The businesses that were held by LEI are accounted for as discontinued operations for periods prior to the DTV Split-Off.

        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 as of that date (the "Reattribution"):

        Liberty reflected the Reattribution prospectively in the unaudited attributed financial information. This change in attribution had no effect on the assets and liabilities attributed to the Starz Group.

I-9



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

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

        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"), BuySeasons, Inc. ("BuySeasons") and Commerce Technologies, Inc. ("CommerceHub") and its noncontrolling interest in Expedia, Inc. ("Expedia"), HSN, Inc. ("HSN"), Interval Leisure Group, Inc. ("Interval"), Tree.com, Inc. ("Lending Tree") and IAC/InterActiveCorp ("IAC"). In addition, Liberty has attributed $3,127 million principal amount (as of June 30, 2010) 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 is comprised primarily of Starz Entertainment, LLC ("Starz Entertainment") and $583 million of corporate cash (as of June 30, 2010). 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: Starz Media, LLC ("Starz Media"), Atlanta National League Baseball Club, Inc. ("ANLBC") and TruePosition, Inc. ("TruePosition"); and its interests in Sirius XM Radio Inc. ("SIRIUS XM"), Time Warner Inc. ("Time Warner"), Time Warner Cable Inc. ("Time Warner Cable"), Sprint Nextel Corporation ("Sprint") and Live Nation Entertainment, Inc. ("Live Nation"). In addition, Liberty has attributed $2,060 million of cash, including subsidiary cash, and $1,888 million principal amount (as of June 30, 2010) 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.

        During the second quarter of 2009, each of the Starz Group and the Capital Group made intergroup loans to the Interactive Group in the amount of $250 million. In the first quarter of 2010, the Interactive Group repaid the remaining balance of the intergroup loans by making payments of $158 million to each the Starz Group and Capital Group.

        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 newly formed company ("Splitco"). Splitco will hold substantially all the assets and be subject to substantially all the liabilities currently attributed to the Liberty Capital and Liberty Starz tracking stock groups. The common stock of Splitco will be divided into two tracking stock groups, one tracking assets that are

I-10



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)


currently attributed to the Liberty Capital group ("Splitco Capital") and the other tracking assets that are currently attributed to the Liberty Starz group ("Splitco Starz"). In the redemption, holders of Liberty Capital tracking stock will receive shares of Splitco Capital tracking stock and holders of Liberty Starz tracking stock will receive shares of Splitco Starz tracking stock. After the redemption, Splitco 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 receipt of IRS private letter rulings, the opinions of tax counsel and required governmental approvals. The redemption that is necessary to effect the proposed split-off will require the affirmative vote of a majority of the voting power of the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock at a meeting called to consider the redemption, each voting as a separate class.

        On August 6, 2010, Liberty announced that it had 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. Resolution of the subject matter of this lawsuit 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 late 2010 or early 2011.

(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.

        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, 2010

  $ 21  
 

June 30, 2009

  $ 35  

Six months ended:

       
 

June 30, 2010

  $ 60  
 

June 30, 2009

  $ 63  

        During the six months ended June 30, 2010, Liberty granted, primarily to QVC employees, 3.8 million options to purchase shares of Series A Liberty Interactive common stock. Such options had a weighted average grant-date fair value of $5.57 per share. These options vest semi-annually over the 4 year vesting period.

I-11



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

        During the six months ended June 30, 2010, Liberty granted, primarily to Starz Entertainment employees, 224,000 options to purchase shares of Series A Liberty Starz common stock. Such options had a weighted average grant-date fair value of $16.70 per share. These options vest quarterly over the 4 year vesting period.

        In addition, during the six months ended June 30, 2010 Liberty granted 6.2 million options to purchase shares of Series A Liberty Interactive common stock, 1.1 million options to purchase shares of Series A Liberty Capital common stock and 651,000 options to purchase shares of Series A Liberty Starz common stock, as a long-term incentive grant to Liberty officers. Such options had a weighted average grant-date fair value of $8.07, $19.38 and $22.94 per share, respectively. These options vest one third each on June 30, 2013, June 30, 2014 and December 31, 2015.

        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, 2010

    5,069   $ 14.45     40,832   $ 11.30     2,595   $ 43.13  

Granted

    1,116   $ 34.57     10,016   $ 14.03     875   $ 51.23  

Exercised

    (307 ) $ 14.05     (930 ) $ 4.25     (41 ) $ 31.21  

Forfeited/Cancelled

    (24 ) $ 13.84     (338 ) $ 6.56     (17 ) $ 42.24  
                                 

Outstanding at June 30, 2010

    5,854   $ 18.31     49,580   $ 12.00     3,412   $ 45.36  
                                 

Exercisable at June 30, 2010

    2,177   $ 11.65     16,801   $ 16.88     663   $ 30.33  
                                 

        The following table provides additional information about outstanding options to purchase Liberty common stock at June 30, 2010.

 
  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

    5,854   $ 18.31   5.4 years   $ 138,183     2,177   $ 11.65   $ 65,911  

Series A Interactive

    49,580   $ 12.00   5.2 years   $ 101,270     16,801   $ 16.88   $ 24,711  

Series B Interactive

    7,491   $ 23.41   0.9 years   $     7,491   $ 23.41   $  

Series A Starz

    3,412   $ 45.36   6.0 years   $ 29,867     663   $ 30.33   $ 14,349  

Series B Starz

    599   $ 31.33   0.9 years   $ 12,565     599   $ 31.33   $ 12,565  

I-12



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

        As of June 30, 2010, the total unrecognized compensation cost related to unvested Liberty equity Awards was approximately $223 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 3 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, 2010 are 1 million potential common shares because their inclusion would be antidilutive.

 
  Liberty Capital Common Stock  
 
  Three months
ended
June 30,
2010
  Six months
ended
June 30,
2010
  Three months
ended
June 30,
2009
  Six months
ended
June 30,
2009
 
 
  numbers of shares in millions
 

Basic EPS

    95     95     96     96  

Stock options

            1     1  
                   

Diluted EPS

    95     95     97     97  
                   

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, 2010 are less than a million potential common shares because their inclusion would be antidilutive.

 
  Liberty Starz Common Stock  
 
  Three months
ended
June 30,
2010
  Six months
ended
June 30,
2010
  Three months
ended
June 30,
2009
  Six months
ended
June 30,
2009
 
 
  numbers of shares in millions
 

Basic EPS

    50     50     517     517  

Stock options

    1     1     4     3  
                   

Diluted EPS

    51     51     521     520  
                   

I-13



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

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, 2010 are 27 million potential common shares because their inclusion would be antidilutive.

 
  Liberty Interactive Common Stock  
 
  Three months
ended
June 30,
2010
  Six months
ended
June 30,
2010
  Three months
ended
June 30,
2009
  Six months
ended
June 30,
2009
 
 
  numbers of shares in millions
 

Basic EPS

    595     595     594     594  

Stock options

    10     6     4     3  
                   

Diluted EPS

    605     601     598     597  
                   

(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.

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

 
   
  Fair Value Measurements at June 30, 2010  
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
 

Available-for-sale securities

  $ 4,063     3,659     404      

Financial instrument liabilities

  $ 1,142     904     238      

Debt

  $ 2,235         2,235      

        The Company uses the Black-Scholes Model to estimate fair value for the majority of its Level 2 financial instrument assets and liabilities using observable inputs such as exchange-traded equity prices, risk-free interest rates, dividend yields and volatilities obtained from pricing services. For the Company's debt instruments reported at fair value, the Company gets quoted market prices from pricing services or from evidence of observable inputs, some of which may be obtained using third-party brokers. However, the Company does not believe such instruments are traded on "active markets," as defined in GAAP. Accordingly, the debt instruments are reported in the foregoing table as Level 2 fair value.

        The Company incorporates a credit risk valuation adjustment in its fair value measurements to estimate the impact of both its own nonperformance risk and the nonperformance risk of its counterparties. The Company estimates credit risk associated with its and its counterparties nonperformance primarily by using observable credit default swap rates for terms similar to those of the remaining life of the instrument, adjusted for any master netting arrangements or other factors that provide an estimate of nonperformance risk. These are Level 3 inputs. However, as the credit risk

I-14



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)


valuation adjustments were not significant, the Company continues to report its equity collars, interest rate swaps and put options as Level 2.

(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 previously 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 $3,097 million as of June 30, 2010.

I-15



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

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

 
  June 30,
2010
  December 31,
2009
 
 
  amounts in millions
 

Capital Group

             
 

Time Warner(1)

  $ 990     997  
 

Time Warner Cable(1)

    447     356  
 

Sprint ("Sprint")(1)

    301     260  
 

Motorola, Inc.(1)

    339     403  
 

Viacom, Inc. 

    238     226  
 

Live Nation(2)

    260      
 

CenturyLink, Inc.(1)

    179     195  
 

Other AFS equity securities(1)

    179     220  
 

SIRIUS XM debt securities(3)

    399     300  
 

Other AFS debt securities

    429     376  
 

Other cost investments and related receivables

    7     22  
           
   

Total attributed Capital Group

    3,768     3,355  
           

Interactive Group

             
 

IAC(4)

    281     492  
 

Other(5)

        242  
           
   

Total attributed Interactive Group

    281     734  
           

Starz Group

             
 

Other AFS securities

    21     31  
           
   

Total attributed Starz Group

    21     31  
           
 

Consolidated Liberty

  $ 4,070     4,120  
           

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

(2)
On January 25, 2010, Live Nation, Inc. and Ticketmaster Entertainment, Inc. completed a merger transaction. Liberty owned approximately 29% of the outstanding common stock of Ticketmaster and received 1.474 shares of Live Nation for each share of Ticketmaster. As a result of the merger Liberty now owns approximately 15% of the combined entity and accounts for the new investment as an AFS security. Liberty recorded the transaction at fair value and recorded a $178 million gain. At the time of the merger the investment was attributed to the Interactive Group. As a result of the Reattribution the Live Nation investment is attributed to the Capital Group.

(3)
During the six months ended June 30, 2010, Liberty acquired $150 million of SIRIUS XM 8.75% bonds due April 15, 2015 at par and SIRIUS XM repurchased and retired certain public bonds of which Liberty owned approximately $55 million of the principal amount. Proceeds from the repurchase were approximately $58 million.

(4)
During the six months ended June 30, 2010, Liberty sold approximately 3.7 million shares of IAC in the open market for cash proceeds of approximately $77 million. Liberty also physically settled a derivative by delivering 7.5 million shares of IAC for proceeds of $153 million. The combined gain on the disposition of IAC shares, recorded in gains (losses) on dispositions, net, was $53 million.

I-16



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(5)
During the six months ended June 30, 2010, QVC sold its investment in GSI Commerce, Inc. for aggregate cash proceeds of $220 million. QVC recognized a $132 million gain on the sale.

Unrealized Holdings Gains and Losses

        Unrealized holding gains and losses related to investments in AFS securities, not accounted for using the fair value option, are summarized below.

 
  June 30, 2010   December 31, 2009  
 
  Equity
securities
  Debt
securities
  Equity
securities
  Debt
securities
 
 
  amounts in millions
 

Gross unrealized holding gains

  $ 79     49     258     69  

Gross unrealized holding losses

  $     (3 )        

(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, 2010 and the carrying amount at December 31, 2009:

 
  June 30, 2010   December 31, 2009  
 
  Percentage
ownership
  Carrying
amount
  Carrying
amount
 
 
   
  dollar amounts in millions
 

Interactive Group

                   
 

Expedia

    24 %   650     631  
 

Other

    various     215     264  

Capital Group

                   
 

SIRIUS XM

    40 %   50     33  
 

Other

    various     102     102  
                 

        $ 1,017     1,030  
                 

I-17



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

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

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Interactive Group

                         
 

Expedia

  $ 28     10     42     19  
 

Other

    8     2     17     (102 )

Capital Group

                         
 

SIRIUS XM

    8     4         4  
 

Other

    (5 )       (11 )   (8 )

Starz Group

                         
 

Other

        (2 )       (4 )
                   

  $ 39     14     48     (91 )
                   

Expedia

        The market value of the Company's investment in Expedia was $1,300 million and $1,781 million at June 30, 2010 and December 31, 2009, respectively. Summarized unaudited financial information for Expedia is as follows:

 
  June 30,
2010
  December 31,
2009
 
 
  amounts in millions
 

Current assets

  $ 1,816     1,225  

Property and equipment

    257     237  

Goodwill

    3,597     3,604  

Intangible assets

    801     823  

Other assets

    152     48  
           
 

Total assets

  $ 6,623     5,937  
           

Current liabilities

  $ 2,587     1,835  

Deferred income taxes

    227     224  

Long-term debt

    895     895  

Other liabilities

    247     233  

Noncontrolling interest

    61     67  

Equity

    2,606     2,683  
           
 

Total liabilities and equity

  $ 6,623     5,937  
           

I-18



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

 
  Six months ended
June 30,
 
 
  2010   2009  
 
  amounts in millions
 

Revenue

  $ 1,552     1,405  

Cost of revenue

    (327 )   (292 )
           
 

Gross profit

    1,225     1,113  

Selling, general and administrative expenses

    (902 )   (798 )

Amortization

    (17 )   (18 )

Restructuring charges and other

        (89 )
           
 

Operating income

    306     208  

Interest expense

   
(41

)
 
(42

)

Other income (expense), net

    3     (22 )

Income tax expense

    (92 )   (62 )
           
 

Net earnings

    176     82  

Net earnings attributable to noncontrolling interests

    (2 )   (2 )
           

Net earnings attributable to Expedia, Inc. 

  $ 174     80  
           

Sirius XM Radio Inc.

        During 2009, Liberty made equity investments and loans to SIRIUS XM and made open market purchases of SIRIUS XM public debt.

        In the first quarter of 2009, Liberty and SIRIUS XM entered into a senior secured loan agreement (the "Senior Loan") whereby Liberty loaned SIRIUS XM $250 million and made a commitment to loan an additional $30 million to fund qualifying expenditures by SIRIUS XM (the "Purchase Money Commitment"). In exchange for making the Senior Loan, Liberty received a $30 million origination fee. Liberty accounted for the origination fee as a discount to the Senior Loan. On March 6, 2009, Liberty (i) purchased $100 million of a new senior loan facility of a subsidiary of SIRIUS XM ("Subsidiary Senior Loan"), (ii) purchased $61 million of bank debt of such subsidiary directly from the lending group and (iii) committed to make a loan of $150 million to such subsidiary in December 2009 ("Subsidiary Commitment"). Also on March 6, 2009 Liberty purchased voting preferred stock of SIRIUS XM (the "SIRIUS XM Preferred Stock"), which has substantially the same rights and preferences as common shareholders of SIRIUS XM, for a cash payment of $12,500. The SIRIUS XM Preferred Stock is convertible into common stock equal to 40% of the outstanding common shares after giving effect to such conversion.

        Liberty allocated the total consideration paid for the Subsidiary Senior Loan, the Subsidiary Commitment and the SIRIUS XM Preferred Stock to each of the instruments based on their relative fair values.

        During the first quarter of 2010, Liberty purchased an additional $150 million of SIRIUS XM 8.75% debt securities due April 15, 2015 at par. During the second quarter of 2010 SIRIUS XM repurchased and retired certain public bonds of which Liberty owned approximately $55 million of the principal amounts. As of June 30, 2010, Liberty owns $374 million principal amount of SIRIUS XM

I-19



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)


public bonds, which are accounted for as AFS securities and have a fair market value of $399 million, and the SIRIUS XM Preferred Stock.

        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, 2010 SIRIUS XM had total assets and liabilities of $7,740 million and $7,588 million, respectively. SIRIUS XM's net income attributable to common shareholders was $42 million for the three months ended March 31, 2010.

        As of June 30, 2010, the SIRIUS XM Preferred Stock had a market value of $2,458 million based on the value of the common stock into which it is convertible.

(8)   Financial Instruments

Equity Collars

        The Company has entered into equity collars and other financial instruments to manage market risk associated with its investments in certain marketable securities. These instruments are recorded at fair value based on option pricing models. Equity collars provide the Company with a put option that gives the Company the right to require the counterparty to purchase a specified number of shares of the underlying security at a specified price at a specified date in the future. Equity collars also provide the counterparty with a call option that gives the counterparty the right to purchase the same securities at a specified price at a specified date in the future. The put option and the call option generally have equal fair values at the time of origination resulting in no cash receipts or payments. Currently the Company has no equity collars outstanding.

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 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.

I-20



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

        The Company's financial instruments are summarized as follows:

Type of financial instrument
  June 30,
2010
  December 31,
2009
 
 
  amounts in millions
 

Assets

             
 

Equity collars(1)

  $     752  
           

Liabilities

             
 

Borrowed shares(2)

  $ 904     851  
 

Other

    238     283  
           

    1,142     1,134  
 

Less current portion

    (1,074 )   (1,002 )
           

  $ 68     132  
           

(1)
The Company's Sprint/CenturyLink, Inc. equity collars were physically settled using borrowed shares during the six months ended June 30, 2010 for total proceeds of $864 million (including cash for shares delivered). Proceeds from the settlement were used to repay the outstanding derivative loan. Following this transaction the Company no longer has any equity collars outstanding.

(2)
The market values of borrowed shares are as follows:

 
  June 30,
2010
  December 31,
2009
 
 
  amounts in millions
 

Time Warner

  $ 87     88  

Time Warner Cable

    39     31  

Sprint

    222     125  

Motorola

    339     403  

CenturyLink, Inc. 

    119     84  

Other

    98     120  
           

  $ 904     851  
           

I-21



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Non-strategic Securities

  $ (179 )   635     30     645  

Exchangeable senior debentures

    86     (98 )   16     (333 )

Equity collars

    (4 )   (75 )   (2 )   (145 )

Borrowed shares

    64     (176 )   61     (171 )

Other

    (48 )   (20 )   (19 )   6  
                   

  $ (81 )   266     86     2  
                   

(9)   Intangible Assets

Goodwill

        Changes in the carrying amount of goodwill are as follows:

 
  QVC   Starz
Entertainment
  Other   Total  
 
  amounts in millions
 

Balance at January 1, 2010

  $ 5,395     132     698     6,225  
 

Foreign currency translation adjustments

    (67 )           (67 )
 

Other

    (9 )       8     (1 )
                   

Balance at June 30, 2010

  $ 5,319     132     706     6,157  
                   

Intangible Assets Subject to Amortization

        Amortization expense for intangible assets with finite useful lives was $235 million and $250 million for the six months ended June 30, 2010 and 2009, respectively. Based on its amortizable intangible assets as of June 30, 2010, Liberty expects that amortization expense will be as follows for the next five years (amounts in millions):

Remainder of 2010

  $ 247  

2011

  $ 461  

2012

  $ 422  

2013

  $ 385  

2014

  $ 355  

I-22



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(10) Long-Term Debt

        Debt, excluding intergroup debt, is summarized as follows:

 
   
  Carrying value  
 
  Outstanding
principal
June 30,
2010
 
 
  June 30,
2010
  December 31,
2009
 
 
  amounts in millions
 

Capital Group

                   
 

Exchangeable senior debentures

                   
   

3.125% Exchangeable Senior Debentures due 2023

  $ 1,138     1,178     1,157  
   

4% Exchangeable Senior Debentures due 2029

            243  
   

3.75% Exchangeable Senior Debentures due 2030

            237  
   

3.5% Exchangeable Senior Debentures due 2031

            297  
 

Liberty bank facility

    750     750     750  
 

Liberty derivative loan

            838  
 

Subsidiary debt

    86     86     131  
               
   

Total attributed Capital Group debt

    1,974     2,014     3,653  
               

Interactive Group

                   
 

Senior notes and debentures

                   
   

5.7% Senior Notes due 2013

    374     373     801  
   

8.5% Senior Debentures due 2029

    287     284     284  
   

8.25% Senior Debentures due 2030

    504     501     501  
   

4% Exchangeable Senior Debentures due 2029

    469     243      
   

3.75% Exchangeable Senior Debentures due 2030

    460     232      
   

3.5% Exchangeable Senior Debentures due 2031

    492     261      
   

3.25% Exchangeable Senior Debentures due 2031

    541     321     320  
 

QVC 7.125% Senior Secured Notes due 2017

    500     500      
 

QVC 7.5% Senior Secured Notes due 2019

    1,000     984     983  
 

QVC 7.375% Senior Secured Notes due 2020

    500     500      
 

QVC Bank Credit Facilities

    1,825     1,825     2,996  
 

Other subsidiary debt

    71     71     188  
               
   

Total attributed Interactive Group debt

    7,023     6,095     6,073  
               

Starz Group

                   
 

Subsidiary debt

    46     46     48  
               
     

Total attributed Starz Group debt

    46     46     48  
               
   

Total consolidated Liberty debt

  $ 9,043     8,155     9,774  
                   
   

Less current maturities

          (791 )   (1,932 )
                 
   

Total long-term debt

        $ 7,364     7,842  
                 

Senior Notes and Debentures

        During the second quarter of 2010, Liberty completed a cash tender offer for $410 million aggregate principal amount of the outstanding 5.7% senior notes due 2013. The total consideration payable under the tender offer was determined based on a modified "Dutch Auction" procedure and

I-23



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)


resulted in a purchase price of 103% of par value. In addition Liberty made open market purchases to retire another $19 million during the quarter.

Exchangeable Senior Debentures

        As discussed in Note 2, effective February 25, 2010 the Board of Directors of Liberty reattributed the 4%, 3.75% and 3.5% Exchangeable Senior Debentures from the Liberty Capital Group to the Liberty Interactive group which was reflected on a prospective basis.

QVC 7.125% Senior Secured Notes due 2017

        During the first quarter of 2010, QVC issued $500 million principal amount of 7.125% Senior Secured Notes due 2017 at par. QVC used the proceeds from such offering to retire certain outstanding term loans under QVC's Bank Credit Facilities that were to mature on various dates between 2010 and 2014.

QVC 7.375% Senior Secured Notes due 2020

        During the first quarter of 2010, QVC issued $500 million principal amount of 7.375% Senior Secured Notes due 2020 at par. QVC used the proceeds from such offering to retire certain outstanding term loans under QVC's Bank Credit Facilities that were to mature on various dates between 2010 and 2014.

QVC Bank Credit Facilities

        As noted above, QVC retired outstanding term loans under its Amended Credit Agreements with proceeds from the issuance of the QVC Senior Secured Notes due 2017 and 2020, respectively. The remaining $1,825 million outstanding principal matures between March 2011 and March 2014 as follows: $452 million due in 2011; $400 million due in 2012; $400 million due in 2013; and $573 million due in 2014.

        QVC was in compliance with all of its debt covenants at June 30, 2010.

QVC Interest Rate Swap Arrangements

        QVC is party to ten separate interest rate swap arrangements with an aggregate notional amount of $2,200 million to manage the cash flow risk associated with interest payments on its variable rate debt. These swap arrangements provide for QVC to make fixed payments at rates ranging from 4.96% to 5.29% and to receive variable payments at 3 month LIBOR. All of the swap arrangements expire in March 2011. Until December 2008, Liberty accounted for these swap arrangements as cash flow hedges with the effective portions of changes in the fair value reflected in other comprehensive earnings in the accompanying condensed consolidated balance sheet. In December 2008, QVC elected interest terms under its credit facilities that do not effectively match the terms of the swap arrangements. As a result, these swaps no longer qualify as cash flow hedges under GAAP and the unrecognized losses on the instruments accounted for in accumulated other comprehensive earnings are being amortized over the remaining contract period to interest expense. Accordingly, changes in the fair value of the swaps are now reflected in realized and unrealized gains or losses on financial instruments in the accompanying condensed consolidated statements of operations.

        QVC is also party to two interest rate swap arrangements with an aggregate notional amount of $600 million. These swap arrangements, which expire in October 2010, provide for QVC to make fixed

I-24



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)


payments at 3.07% and to receive variable payments at 3 month LIBOR. These swap arrangements do not qualify as cash flow hedges under GAAP.

        During the third quarter of 2009, QVC entered into seven new 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. These swap arrangements do not qualify as cash flow hedges under GAAP.

Other Subsidiary Debt

        Other subsidiary debt at June 30, 2010 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 accompanying condensed consolidated balance sheet at June 30, 2010 is as follows (amounts in millions):

Senior notes

  $ 379  

Senior debentures

  $ 729  

QVC senior secured notes

  $ 1,988  

        Due to its variable rate nature and the absence of significant change to Liberty's credit quality, Liberty believes that the carrying amount of its subsidiary debt and other parent debt approximated fair value at June 30, 2010.

(11) Stockholders' Equity

        As of June 30, 2010, Liberty reserved for issuance upon exercise of outstanding stock options the following:

 
  Series A   Series B  
 
  amounts in millions
 

Liberty Capital common stock

    5.9      

Liberty Interactive common stock

    49.6     7.5  

Liberty Starz common stock

    3.4     0.6  

        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, 2010, put options with respect to 12.6 million shares of Series A Liberty Interactive common stock with a weighted average put price of $17.27 remained outstanding. Such put options expire before November 15, 2010.

I-25



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

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

(12) Transactions with Related Parties

        As discussed in note 2, Liberty previously held an investment in DIRECTV. During the six months ended June 30, 2009, subsidiaries of Liberty recognized aggregate revenue of $168 million from DIRECTV for distribution of their programming. In addition, subsidiaries of Liberty made aggregate payments of $16 million to DIRECTV for carriage and marketing.

(13) Commitments and Contingencies

Film Rights

        Starz Entertainment, 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 Entertainment has entered into agreements with a number of motion picture producers which obligate Starz Entertainment 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 Entertainment at June 30, 2010 is reflected as a liability in the accompanying condensed consolidated balance sheet. The balance due as of June 30, 2010 is payable as follows: $133 million in 2010 $6 million in 2011 and $1 million thereafter.

        Starz Entertainment has also contracted to pay Programming Fees for films that have been released theatrically, but are not available for exhibition by Starz Entertainment until some future date. These amounts have not been accrued at June 30, 2010. Starz Entertainment 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 10-12 months after their theatrical release. The Programming Fees to be paid by Starz Entertainment 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 Entertainment is unable to estimate the amounts to be paid under these output agreements. However, such amounts are expected to be significant.

        In addition, Starz Entertainment has agreed to pay Sony Pictures Entertainment ("Sony") a total of $190 million in four annual installments of $47.5 million beginning in 2011 for a contract extension. In December 2008, Starz Entertainment entered into a new agreement with Sony requiring $120 million in three equal annual installments beginning in 2015. Starz Entertainment's estimate of amounts payable for rights to future programming, including the Disney and Sony agreements, is as follows: $160 million in 2010; $375 million in 2011; $94 million in 2012; $84 million in 2013; $67 million in 2014 and $145 million thereafter.

Guarantees

        Liberty guarantees Starz Entertainment's obligations under certain of its studio output agreements. At June 30, 2010, Liberty's guarantees for obligations for films released by such date aggregated $725 million. While the guarantee amount for films not yet released is not determinable, such amount

I-26



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)


is expected to be significant. As noted above, Starz Entertainment has recognized the liability for a portion of its obligations under the output agreements. As this represents a direct commitment of Starz Entertainment, 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.

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, 2010 aggregated $186 million, which is payable as follows: $67 million in 2010, $67 million in 2011 and $50 million in 2012 and $2 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.

(14) 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 revenue, pre-tax earnings or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Liberty's pre-tax earnings. The segment presentation for prior periods has been conformed to the current period segment presentation.

I-27



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

        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 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.

        For the six months ended June 30, 2010, 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-28



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

Performance Measures

 
  Six months ended June 30,  
 
  2010   2009  
 
  Revenue   Adjusted
OIBDA
  Revenue   Adjusted
OIBDA
 
 
  amounts in millions
 

Interactive Group

                         
 

QVC

  $ 3,515     769     3,267     688  
 

Corporate and other

    563     40     500     65  
                   

    4,078     809     3,767     753  
                   

Starz Group

                         
 

Starz Entertainment

    613     213     592     213  
 

Corporate and other

    5     (7 )   4     (5 )
                   

    618     206     596     208  
                   

Capital Group

                         
 

Starz Media

    228     (61 )   192     22  
 

Corporate and other

    138     (41 )   132     (50 )
                   

    366     (102 )   324     (28 )
                   
 

Consolidated Liberty

  $ 5,062     913     4,687     933  
                   

 

 
  Three months ended June 30,  
 
  2010   2009  
 
  Revenue   Adjusted
OIBDA
  Revenue   Adjusted
OIBDA
 
 
  amounts in millions
 

Interactive Group

                         
 

QVC

  $ 1,758     403     1,679     371  
 

Corporate and other

    295     25     257     41  
                   

    2,053     428     1,936     412  
                   

Starz Group

                         
 

Starz Entertainment

    308     107     296     105  
 

Corporate and other

    3     (4 )   3     (1 )
                   

    311     103     299     104  
                   

Capital Group

                         
 

Starz Media

    84     (54 )   90     17  
 

Corporate and other

    116     (5 )   109     (13 )
                   

    200     (59 )   199     4  
                   
 

Consolidated Liberty

  $ 2,564     472     2,434     520  
                   

I-29



LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

Other Information

 
  June 30, 2010  
 
  Total
assets
  Investments
in affiliates
  Capital
expenditures
 
 
  amounts in millions
 

Interactive Group

                   
 

QVC

  $ 14,093     2     107  
 

Corporate and other

    2,227     863     16  
               

    16,320     865     123  
               

Starz Group

                   
 

Starz Entertainment

    1,757         1  
 

Corporate and other

    740          
               

    2,497         1  
               

Capital Group

                   
 

Starz Media

    586         1  
 

Corporate and other

    7,600     152     4  
               

    8,186     152     5  
               

Inter-group eliminations

    (156 )        
               
 

Consolidated Liberty

  $ 26,847     1,017     129  
               

        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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Consolidated segment Adjusted OIBDA

  $ 472     520     913     933  

Stock-based compensation

    (21 )   (35 )   (60 )   (63 )

Depreciation and amortization

    (164 )   (163 )   (326 )   (336 )

Interest expense

    (174 )   (143 )   (344 )   (280 )

Share of earnings (losses) of affiliates, net

    39     14     48     (91 )

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

    (81 )   266     86     2  

Gains on dispositions, net

    25     113     388     111  

Other, net

    2     81         92  
                   
 

Earnings from continuing operations before income taxes

  $ 98     653     705     368  
                   

I-30


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 Entertainment, 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; 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-31


For additional risk factors, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009. 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, 2009.

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, Inc. and Starz Entertainment, LLC. QVC markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of televised shopping programs on the QVC networks and via the Internet through its domestic and international websites. Starz Entertainment provides premium programming distributed by cable operators, direct-to-home satellite providers, telephone companies, other distributors and the Internet throughout the United States.

        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, BuySeasons, Inc., Starz Media, LLC, Atlanta National League Baseball Club, Inc. and TruePosition, Inc. Provide operates an e-commerce marketplace of websites for perishable goods, including flowers and 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. BuySeasons operates websites that offer costumes, accessories, décor and party supplies. Starz Media develops, acquires, produces and distributes live-action and animated films and television productions for the theatrical, home video, television and other ancillary markets in the United States and internationally. 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. and SIRIUS XM, 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, IAC, Sprint Nextel Corporation and Live Nation, which are accounted for at their respective fair market values and are included in corporate and other.

I-32


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 November 19, 2009, Liberty completed its previously announced split-off (the "DTV Split-Off") of its wholly owned subsidiary, Liberty Entertainment, Inc. ("LEI"), and the business combination transaction among Liberty, LEI and The DIRECTV Group, Inc. ("DIRECTV") (the "DTV Business Combination"). The DTV Split-Off was accomplished by a redemption (the "Redemption") of 90% of the outstanding shares of Liberty Entertainment common stock in exchange for all of the outstanding shares of common stock of LEI, pursuant to which, 0.9 of each outstanding share of Liberty Entertainment common stock was redeemed for 0.9 of a share of the corresponding series of common stock of LEI, with payment of cash in lieu of any fractional shares. All of the businesses, assets and liabilities that were attributed to the Entertainment Group and were not held by LEI have remained with our company and continue to be attributed to the Entertainment Group, which we have redesignated as the Starz Group. The businesses that were held by LEI are accounted for as discontinued operations for the periods prior to the DTV Split-off.

        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 "Reattribution"):

        Liberty reflected the Reattribution prospectively in the unaudited attributed financial information. This change in attribution had no effect on the assets and liabilities attributed to the Starz Group.

I-33


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

        The term "Interactive Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities that we have attributed to it. The assets and businesses we have attributed to the Interactive Group are those engaged in video and on-line commerce, and include our subsidiaries QVC, Provide, Backcountry, Bodybuilding, BuySeasons and CommerceHub and our interests in Expedia, HSN, Interval, Lending Tree and IAC. In addition, we have attributed $3,127 million principal amount (as of June 30, 2010) of our public debt to the Interactive Group. The Interactive Group will also include such other businesses that our board of directors may in the future determine to attribute to the Interactive Group, including such other businesses as we 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 that we have attributed to it. The Starz Group consists primarily of our subsidiary Starz Entertainment and $583 million of corporate cash (as of June 30, 2010).

        The term "Capital Group" also does not represent a separate legal entity, rather it represents all of our businesses, assets and liabilities that we have attributed to it. The Capital Group has attributed to it all of our businesses, assets and liabilities not attributed to the Interactive Group or the Starz Group, including our subsidiaries Starz Media, ANLBC, TruePosition and minority equity investments in SIRIUS XM, Live Nation, Time Warner Inc. and Sprint Nextel Corporation. In addition, as of June 30, 2010, we have attributed $2,060 million of cash, including subsidiary cash, and $1,888 million principal amount of our exchangeable senior debentures and other parent debt to the Capital Group. The Capital Group will also include such other businesses that our board of directors may in the future determine to attribute to the Capital Group, including such other businesses as we may acquire for the Capital Group.

        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 newly formed company ("Splitco"). Splitco will hold substantially all the assets and be subject to substantially all the liabilities currently attributed to the Liberty Capital and Liberty Starz tracking stock groups. The common stock of Splitco will be divided into two tracking stock groups, one tracking assets that are currently attributed to the Liberty Capital group ("Splitco Capital") and the other tracking assets that are currently attributed to the Liberty Starz group ("Splitco Starz"). In the redemption, holders of Liberty Capital tracking stock will receive shares of Splitco Capital tracking stock and holders of Liberty Starz tracking stock will receive shares of Splitco Starz tracking stock. After the redemption, Splitco 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 receipt of IRS private letter rulings, the opinions of tax counsel and required governmental approvals. The redemption that is necessary to effect the proposed split-off will require the affirmative vote of a majority of the voting power of the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock at a meeting called to consider the redemption, each voting as a separate class.

        On August 6, 2010, Liberty announced that it had 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

I-34



substantially all" of the assets of Liberty Media, LLC, as those terms are used in the indenture, as well as related injunctive relief. Resolution of the subject matter of this lawsuit 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 late 2010 or early 2011.

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.

I-35


Consolidated Operating Results

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Revenue

                         
 

Interactive Group

                         
   

QVC

  $ 1,758     1,679     3,515     3,267  
   

Corporate and other

    295     257     563     500  
                   

    2,053     1,936     4,078     3,767  
                   
 

Starz Group

                         
   

Starz Entertainment

    308     296     613     592  
   

Corporate and other

    3     3     5     4  
                   

    311     299     618     596  
                   
 

Capital Group

                         
   

Starz Media

    84     90     228     192  
   

Corporate and other

    116     109     138     132  
                   

    200     199     366     324  
                   
     

Consolidated Liberty

  $ 2,564     2,434     5,062     4,687  
                   

Adjusted OIBDA

                         
 

Interactive Group

                         
   

QVC

  $ 403     371     769     688  
   

Corporate and other

    25     41     40     65  
                   

    428     412     809     753  
                   
 

Starz Group

                         
   

Starz Entertainment

    107     105     213     213  
   

Corporate and other

    (4 )   (1 )   (7 )   (5 )
                   

    103     104     206     208  
                   
 

Capital Group

                         
   

Starz Media

    (54 )   17     (61 )   22  
   

Corporate and other

    (5 )   (13 )   (41 )   (50 )
                   

    (59 )   4     (102 )   (28 )
                   
     

Consolidated Liberty

  $ 472     520     913     933  
                   

Operating Income (Loss)

                         
 

Interactive Group

                         
   

QVC

  $ 270     241     502     418  
   

Corporate and other

    4     25     (10 )   32  
                   

    274     266     492     450  
                   
 

Starz Group

                         
   

Starz Entertainment

    102     92     201     187  
   

Corporate and other

    (6 )   (17 )   (13 )   (31 )
                   

    96     75     188     156  
                   
 

Capital Group

                         
   

Starz Media

    (55 )   15     (64 )   17  
   

Corporate and other

    (28 )   (34 )   (89 )   (89 )
                   

    (83 )   (19 )   (153 )   (72 )
                   
     

Consolidated Liberty

  $ 287     322     527     534  
                   

        Revenue.    Our consolidated revenue increased 5.3% and 8.0% for the three and six month periods ended June 30, 2010, respectively, as compared to the corresponding prior year periods. The six month increase is due primarily to increases for QVC ($248 million) with additional increases from our e-commerce businesses ($63 million), Starz Media ($36 million) and Starz Entertainment ($21 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

I-36



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 14 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 decreased $48 million or 9.2% and $20 million or 2.1% for the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year periods. The three and six month decreases are primarily due to decreases at Starz Media ($71 million and $83 million, respectively) and the e-commerce businesses ($16 million and $25 million, respectively) offset by increases at QVC ($32 million and $81 million, respectively). 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 $60 million and $63 million of stock compensation expense for the six months ended June 30, 2010 and 2009, respectively. The decrease in stock compensation expense in 2010 relates to our liability classified awards due to a decrease in our stock prices partially offset by increased amortization of outstanding option awards. As of June 30, 2010, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $223 million. Such amount will be recognized in our consolidated statements of operations over a weighted average period of approximately 3 years.

        Operating income.    Our consolidated operating income decreased $35 million and $7 million for the three and six months ended June 30, 2010 as compared to the corresponding prior year periods. The decrease is primarily the net result of the increased losses for Starz Media ($70 million and $81 million, respectively) and the e-commerce businesses ($23 million and $32 million, respectively) with offsetting operating income growth from QVC ($29 million and $84 million, respectively), Starz Entertainment ($10 million and $14 million, respectively) and Corporate and other in the Starz group ($11 million and $18 million, respectively), due to decreases in stock compensation. 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.

I-37


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

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Interest expense

                         
 

Interactive Group

  $ (163 )   (110 )   (310 )   (206 )
 

Starz Group

    (1 )       (1 )   (1 )
 

Capital Group

    (10 )   (33 )   (33 )   (73 )
                   
   

Consolidated Liberty

  $ (174 )   (143 )   (344 )   (280 )
                   

Share of earnings (losses) of affiliates

                         
 

Interactive Group

  $ 36     12     59     (83 )
 

Starz Group

        (2 )       (4 )
 

Capital Group

    3     4     (11 )   (4 )
                   
   

Consolidated Liberty

  $ 39     14     48     (91 )
                   

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

                         
 

Interactive Group

  $ 7     25     32     (47 )
 

Starz Group

        2     (1 )   9  
 

Capital Group

    (88 )   239     55     40  
                   
   

Consolidated Liberty

  $ (81 )   266     86     2  
                   

Gains (losses) on dispositions, net

                         
 

Interactive Group

  $     (1 )   364     (3 )
 

Starz Group

        1         1  
 

Capital Group

    25     113     24     113  
                   
   

Consolidated Liberty

  $ 25     113     388     111  
                   

Other, net

                         
 

Interactive Group

  $ (21 )   41     (43 )   33  
 

Starz Group

        1         (6 )
 

Capital Group

    23     39     43     65  
                   
   

Consolidated Liberty

  $ 2     81         92  
                   

        Interest expense.    Consolidated interest expense increased 21.7% and 22.9% for the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year period. The overall increases in interest expense related to higher interest rates on variable rate debt and additional borrowings at higher fixed rates due to the longer term nature which were used to pay down lower rate debt that was closer to maturity. These increases were offset slightly by lower interest expense related to borrowings against our derivative positions that were repaid during the year.

I-38


        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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Interactive Group

                         
 

Expedia

  $ 28     10     42     19  
 

Other

    8     2     17     (102 )

Capital Group

                         
 

Sirius

    8     4         4  
 

Other

    (5 )       (11 )   (8 )

Starz Group

                         
 

Other

        (2 )       (4 )
                   

  $ 39     14     48     (91 )
                   

        The share of losses attributed to the Interactive Group in 2009 include $44 million for Ticketmaster and $47 million for HSN. As we record our share of losses for these affiliates on a three month lag, the losses reflected in our six months ended June 30, 2009 results include our share of goodwill impairment charges recorded by Ticketmaster and HSN in the fourth quarter of 2008 that were in excess of other than temporary impairment charges that we recorded in the fourth quarter of 2008 related to those investments. No impairments were necessary in 2010.

        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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Non-strategic Securities(1)

  $ (179 )   635     30     645  

Exchangeable senior debentures(1)

    86     (98 )   16     (333 )

Equity collars(1)

    (4 )   (75 )   (2 )   (145 )

Borrowed shares(1)

    64     (176 )   61     (171 )

Other derivatives

    (48 )   (20 )   (19 )   6  
                   

  $ (81 )   266     86     2  
                   

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

        Gains 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, Inc. shares of $132 million and a gain of $53 million related to the disposition of IAC shares.

        Income taxes.    Our effective tax rate for the six months ended June 30, 2010 is 37.6% which is only slightly greater than the U.S. federal income tax rate of 35% due to the net impact of state taxes offset slightly by gains on put options sold on Liberty Interactive stock excluded from taxable income.

        Net earnings.    We had net earnings of $440 million and $359 million for the six months ended June 30, 2010 and 2009, respectively, and were the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

I-39


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, 2010 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 A1/P1 rated commercial paper.

        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, debt and equity issuances, and dividend and interest receipts.

        Standard & Poor's Ratings Services and Moody's Investors Services each lowered their rating on our corporate credit in previous periods. These rating services put our corporate ratings on credit watch with developing implications and possible downgrade, respectively, following the Company's proposed split-off announcement in June of 2010. In the event we need to obtain external debt financing at the corporate level, such possible downgrades could negatively impact our ability to obtain financing at the corporate level and could increase the cost of any financing we are able to obtain.

        Interactive Group.    During the six months ended June 30, 2010, the Interactive Group's primary uses of cash were $1,763 million of debt repayments, the repayment of $316 million in intergroup notes and $123 million of capital expenditures. These uses of cash were funded primarily with $1,000 million from the issuance of QVC bonds, $200 million of cash provided by operating activities, which is net of $190 million of intercompany tax payments to the Capital Group, $807 million of cash reattributed from the Capital Group and $459 million of cash proceeds from the disposition of certain investments. As of June 30, 2010, the Interactive Group had a cash balance of $1,100 million.

        The projected uses of Interactive Group cash for the remainder of 2010 include approximately $250 million for interest payments on QVC and parent debt attributed to the Interactive Group, $146 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. One of our subsidiaries, attributed to the Interactive Group, acquired an on-line personalized gift company, for approximately $35 million, in July of 2010. We do not have any other commitments to make new investments at this time.

        Effective August 2, 2010, upon the expiration of the existing contract, QVC entered into a new agreement with GE Money Bank, who provides revolving credit directly to QVC customers solely for the purchase of merchandise from QVC. Under the new agreement QVC and GE Money Bank share the net revenue of the credit card program according to percentages that vary with the performance of the portfolio and 3 month LIBOR and are settled monthly. Net revenue includes finance charges and late fees, less write-offs of uncollectible accounts and other expenses. The new agreement, which will expire in August 2015, is substantially different than the expired agreement, under which we retained the rights to all of the net credit card revenue and paid a fee to GE Money Bank to service the revolving credit accounts. QVC estimates that operating income (and adjusted OIBDA) would have been negatively impacted by approximately $20-25 million per year over the previous 3 years based on the terms of the new contract as compared to the expired contract. QVC also recovered its noninterest

I-40



bearing deposit maintained as collateral under the old agreement with GE Money Bank in the amount of $501 million. This deposit had previously been recorded as a component of accounts receivable. QVC's liquidity and capital resources have been significantly strengthened due to this increase in cash. As a result, QVC expects that the overall net economics of the new agreement will not have a material negative impact to its cash flows as compared to the prior agreement based on the potential uses for the cash on hand. For example, although there is no requirement to do so, QVC could reduce its interest expense if it were to use the additional cash resources to retire a portion of its existing indebtedness.

        We expect that the Interactive Group will fund its 2010 cash needs with cash on hand and cash provided by operating activities. In addition, at June 30, 2010, unused capacity under the QVC Amended Credit Agreements aggregated $423 million.

        QVC was in compliance with its debt covenants as of June 30, 2010.

        Starz Group.    During the six months ended June 30, 2010, the Starz Group's primary uses of cash were the repurchases of Liberty Starz common stock for $40 million and stock based compensation payments of $29 million. The uses of cash were funded by a repayment of the outstanding intergroup loan of $158 million by the Interactive Group and cash from operations. As of June 30, 2010, the Starz Group had a cash balance of $946 million.

        The projected uses of Starz Group cash in 2010 include an estimated payment for the settlement of stock appreciation rights exercised by the founder and former CEO of Starz with respect to which we have accrued a liability of $116 million and tax payments to the Capital Group. 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. However, we do not have any significant commitments to make new investments at this time. 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 2010.

        Capital Group.    During the six months ended June 30, 2010, the Capital Group's primary uses of cash were $807 million cash reattributed to the Interactive Group and the repayment of $973 million in outstanding debt, primarily the derivative loans, $286 million in Liberty Capital tracking stock repurchases and $257 million of additional investments in cost to equity investees. The uses of cash were funded by cash on hand, cash proceeds of $750 million from the settlement of derivatives and the repayment of the outstanding intergroup loan of $158 million by the Interactive Group.

        The projected uses of Capital Group cash for the remainder of 2010 include approximately $20 million for interest payments. We may also make additional repurchases of Liberty Capital common stock and additional investments in existing or new businesses and attribute such investments to the Capital Group.

        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, 2010, the Capital Group's sources of liquidity include $2,060 million in cash and $2,097 million of non-strategic AFS securities. To the extent the Capital Group recognizes any taxable gains from the sale of assets or the expiration 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.

        See note 13 to the accompanying condensed consolidated financial statements for further discussion of our commitments and contingencies.

I-41


Results of Operations—Tracking Stock Groups

Interactive Group

        The Interactive Group consists of our subsidiaries QVC, Provide, Backcountry, Bodybuilding, BuySeasons and CommerceHub our interests in IAC, Expedia, HSN, Interval, Lending Tree and $3,127 million principal amount (as of June 30, 2010) 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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Revenue

                         
 

QVC

  $ 1,758     1,679     3,515     3,267  
 

E-commerce businesses

    295     257     563     500  
 

Corporate and other

                 
                   

  $ 2,053     1,936     4,078     3,767  
                   

Adjusted OIBDA

                         
 

QVC

  $ 403     371     769     688  
 

E-commerce businesses

    28     44     46     71  
 

Corporate and other

    (3 )   (3 )   (6 )   (6 )
                   

  $ 428     412     809     753  
                   

Operating Income (Loss)

                         
 

QVC

  $ 270     241     502     418  
 

E-commerce businesses

    8     31     12     44  
 

Corporate and other

    (4 )   (6 )   (22 )   (12 )
                   

  $ 274     266     492     450  
                   

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 aired through its nationally televised shopping network 24 hours a day ("QVC-US"). Internationally, QVC's program services are based in the United Kingdom ("QVC-UK"), Germany ("QVC-Germany") and Japan ("QVC-Japan"). QVC-UK broadcasts 24 hours a day with 17 hours of live programming and QVC-Germany and QVC-Japan each broadcast live 24 hours a day. Additionally, QVC expects to launch its programming in Italy in the fourth quarter of 2010.

I-42


        QVC's operating results are as follows:

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Net revenue

  $ 1,758     1,679     3,515     3,267  

Cost of sales

    (1,105 )   (1,061 )   (2,230 )   (2,092 )
                   
 

Gross profit

    653     618     1,285     1,175  

Operating expenses

    (166 )   (160 )   (331 )   (318 )

SG&A expenses (excluding stock-based compensation

    (84 )   (87 )   (185 )   (169 )
                   
 

Adjusted OIBDA

    403     371     769     688  

Stock-based compensation

    (4 )   (3 )   (9 )   (7 )

Depreciation and amortization

    (129 )   (127 )   (258 )   (263 )
                   
 

Operating income

  $ 270     241     502     418  
                   

        Net revenue is generated in the following geographical areas:

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

QVC-US

  $ 1,193     1,152     2,349     2,200  

QVC-UK

    135     129     262     246  

QVC-Germany

    196     196     436     419  

QVC-Japan

    234     202     468     402  
                   

  $ 1,758     1,679     3,515     3,267  
                   

        Net Revenue.    QVC's consolidated net revenue increased 4.7% and 7.6% during the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year period. The three month increase in net revenue is comprised of $80 million due to a 3.9% increase in units shipped, $28 million due to a 2% increase in the average sales price per unit ("ASP") and $11 million due to an increase in shipping and handling revenue. These increases were partially offset by a decrease of $35 million due to an increase in estimated product returns and a decrease of $5 million due to unfavorable foreign currency rates. Returns as a percent of gross product revenue increased to 19.1% from 18.4%. The six month increase in revenue is comprised of $246 million due to a 6.2% increase in units shipped, $41 million due to an increase in shipping and handling revenue, $25 million due to favorable foreign currency rates and $3 million due to a 1% increase in ASP. These increases were partially offset by $67 million due to an increase in estimated product returns. Returns as a percent of gross product revenue increased to 19.2% from 18.7%.

        During the three and six months ended June 30, 2010 and 2009, 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,

I-43



QVC's revenue and operating cash flow will be negatively impacted. The percentage increase in revenue for each of QVC's geographic areas in U.S. dollars and in local currency is as follows:

 
  Percentage increase in net revenue  
 
  Three months ended
June 30, 2010
  Six months ended
June 30, 2010
 
 
  U.S. dollars   Local currency   U.S. dollars   Local currency  

QVC-US

    3.6 %   3.6 %   6.8 %   6.8 %

QVC-UK

    4.7 %   8.1 %   6.5 %   4.1 %

QVC-Germany

    %   6.9 %   4.1 %   4.0 %

QVC-Japan

    15.8 %   9.8 %   16.4 %   11.5 %

        For the third consecutive quarter, QVC's net revenue increased in local currency in each geographical area compared to the corresponding prior year period. QVC-US growth in net revenue for the three and six month period ended June 30, 2010 is due primarily to an increase in gross shipped sales as well as higher shipping and handling revenue, partially offset by an increase in return rates. Shipped sales increased due to growth in sales in the home, accessories and apparel product areas offset by a lower jewelry sales. Shipping and handling revenue increased due to increased customer usage of prepaid return labels as well as less promotional offers. For the three and six months ended June 30, 2010, UK showed increased sales in the beauty and apparel product areas partially offset with decreased jewelry and electronics sales. QVC-Germany's sales increase in local currency for the three and six months ended June 30, 2010 is due primarily to increases in the beauty, accessories and electronics areas with a decline experienced in the jewelry product area. For both periods, QVC-Japan has shown sales growth in each product category partially offset with softness in the jewelry product area.

        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 in July 2011. It is likely that such conversion 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 our e-commerce 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 digital, (iii) changes in television viewing habits because of personal video recorders, video-on-demand and IP television and (iv) general economic conditions.

        Gross profit.    QVC's gross profit percentage increased from 36.8% to 37.1% and from 36.0% to 36.6% during the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year period. These increases are due primarily to lower inventory obsolescence provisions. For the six months ended June 30, the increase is also due to higher initial product margins in the apparel and to a lesser extent, the jewelry product areas.

        Operating expenses.    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 3.8% and 4.1% for the three and six months ended June 30, 2010, as compared to the corresponding prior year period. The increase in 2010 operating expenses is due primarily to increased commissions and credit card fee expenses. As a percent of net revenue, operating expenses were 9.4% and 9.5% for the three months ended June 30, 2010 and 2009, respectively and 9.4% and 9.7% for the six months ended June 30, 2010 and 2009, respectively. The 2010 decrease in operating expenses as a percent of net revenue is due primarily to lower customer service expenses due to staff efficiencies as well as an increase in online and automated touch phone ordering.

I-44


        SG&A expenses.    QVC's SG&A expenses include personnel, information technology, provision for doubtful accounts, credit card income and marketing and advertising expenses. Such expenses decreased 3.4% and increased 9.5% for the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year period. Included in QVC's SG&A results are $3 million and $6 million of costs for the three and six months ended June 30, 2010, respectively, related to the expected launch of the QVC-Italy service. This is an increase over the prior year of $3 million for the three months ended June 30, 2010 and $5 million for the six months ended June 30, 2010. QVC expects that QVC-Italy will incur an Adjusted OIBDA loss in 2010 of $30-40 million. Excluding the impact of Italy, the decrease in the three months ended June 30, 2010 is due primarily to a $9 million increase in credit card income, a $5 million decrease in personnel expenses and a $3 million decrease in franchise tax expense. The decrease in personnel expenses primarily relate to management bonus compensation and benefits expense. These decreases are partially offset by a $7 million increase in bad debt expense and a $3 million increase in software expense and outside services. QVC continues to experience an increase in write-offs and reserves related to its installment receivables and private label credit card. Such increases in bad debt are due to an increase in customer use of the installment payment plan offered by QVC and to the more recent recessionary economic conditions. Excluding the impact of Italy, the increase in the six months ended June 30, 2010 is due primarily to a $15 million increase in bad debt expense, a $6 million increase in personnel expenses primarily related to increased management bonus compensation and a $3 million increase in marketing expenses primarily related to internet marketing initiatives. These increases were partially offset by a $15 million increase in credit card income.

        As discussed in the Material Changes in Financial Condition section, QVC entered into a new agreement with GE Money Bank, who provides revolving credit directly to QVC customers solely for the purchase of merchandise from QVC. QVC estimates that the terms of the new agreement will negatively impact Adjusted OIBDA but believes the overall cash flow impact will not be material.

        Depreciation and amortization.    Depreciation and amortization consist of the following:

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2010   2009   2010   2009  

Purchase accounting:

                         
 

Affiliate agreements

    38     38     76     75  
 

Customer relationships

    43     44     86     91  
                   

    81     82     162     166  

Property, plant and equipment

    31     28     63     60  

Software amortization

    12     10     24     24  

Channel placement amortization

    5     7     9     13  
                   
 

Total depreciation and amortization

    129     127     258     263  

        E-commerce businesses.    Our e-commerce businesses are comprised primarily of Provide, Backcountry, Bodybuilding and BuySeasons. Revenue for the e-commerce businesses is seasonal due to 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 $38 million or 14.8% and $63 million or 12.6% for the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year periods. Overall revenue growth was partially offset by lower commission revenue earned when customers sign-up for third-party on-line discount services. In the first quarter of 2010, a decision was made to change the way these promotions are offered which reduced the revenue earned in the three and six months by $11 million and $18 million, respectively. These changes are expected to continue adversely impacting commission revenue throughout 2010. For the year ended December 31, 2009, the revenue earned associated with

I-45



these commissions was approximately $32 million. Revenue earned from the commissions yielded significantly higher margins than product sales, and therefore, the reduction in this revenue more negatively impacted Adjusted OIBDA on a percentage basis. Additionally, during the period increased marketing spend helped grow revenue and new customer names but impacted the margin percentage negatively. Adjusted OIBDA for the e-commerce businesses decreased 35.2% for the six month period in 2010 and represented 8.2% of revenue in 2010, as compared to 14.2% in 2009. Additionally, for the three and six months ended June 30, 2010, approximately $4 million and $9 million, respectively, of adjusted OIBDA losses were incurred associated with two start-up operations. These negative impacts offset the growth in product related Adjusted OIBDA that was achieved by our other e-commerce businesses.

Starz Group

        The Starz Group is primarily comprised of our subsidiary Starz Entertainment and $583 million of corporate 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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Revenue

                         
 

Starz Entertainment

  $ 308     296     613     592  
 

Corporate and other

    3     3     5     4  
                   

  $ 311     299     618     596  
                   

Adjusted OIBDA

                         
 

Starz Entertainment

  $ 107     105     213     213  
 

Corporate and other

    (4 )   (1 )   (7 )   (5 )
                   

  $ 103     104     206     208  
                   

Operating Income (Loss)

                         
 

Starz Entertainment

  $ 102     92     201     187  
 

Corporate and other

    (6 )   (17 )   (13 )   (31 )
                   

  $ 96     75     188     156  
                   

        Revenue.    The Starz Group's revenue increased $12 million or 4.0% and $22 million or 3.7% for the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year periods.

        Adjusted OIBDA.    The Starz Group's Adjusted OIBDA remained relatively flat with a slight decrease of $1 million or 1.0% and $2 million or 1.0% for the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year periods.

        Operating income.    Operating income for the Starz Group increased $21 million or 28.0% and $32 million or 20.5% for the three and six months ended June 30, 2010, respectively, as compared to

I-46



the corresponding prior year periods. The reduced operating loss for the six months ended June 30, 2010 is primarily due to a decrease in stock compensation.

        Starz Entertainment.    Starz Entertainment provides premium programming distributed by cable operators, direct-to-home satellite providers, telephone companies, other distributors and the Internet throughout the United States. Substantially all of Starz Entertainment's revenue is derived from the delivery of movies and original programming to subscribers under affiliation agreements with television video programming distributors. Some of Starz Entertainment's affiliation agreements provide for payments to Starz Entertainment based on the number of subscribers that receive Starz Entertainment's services ("consignment agreements"). Starz Entertainment also has fixed-rate affiliation agreements with certain of its customers. Pursuant to these agreements, the customers 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 2010 through 2017. During the six months ended June 30, 2010, 55.7% of Starz Entertainment's revenue was generated by its three largest customers, Comcast, DIRECTV and Dish Network, each of which individually generated more than 10% of Starz Entertainment's revenue for such period.

        Starz Entertainment's operating results are as follows:

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Revenue

  $ 308     296     613     592  

Operating expenses

    (169 )   (157 )   (332 )   (318 )

SG&A expenses

    (32 )   (34 )   (68 )   (61 )
                   
 

Adjusted OIBDA

    107     105     213     213  

Stock-based compensation

    (1 )   (8 )   (4 )   (17 )

Depreciation and amortization

    (4 )   (5 )   (8 )   (9 )
                   
 

Operating income

  $ 102     92     201     187  
                   

        Starz Entertainment's revenue increased 4.1% and 3.5% for the three and six months ended June 30, 2010, respectively, as compared to the corresponding prior year period. The six month increase is comprised of $6 million due to a higher effective rate for Starz Entertainment's services and $15 million due to growth in the number of subscriptions under consignment deals. The Starz movie service and Encore and the Encore thematic multiplex channels ("EMP") movie service are the primary drivers of Starz Entertainment's revenue. Starz average subscriptions decreased 3.4% and 3.8% and EMP average subscriptions decreased 1.0% and 1.8% for the three and six months ended June 30, 2010, respectively. Such average decreases are the net result of increases in subscriptions under consignment agreements and decreases in subscriptions under fixed-rate agreements which do not impact revenue. Approximately 33% of Starz Entertainment's revenue in 2010 was earned under its fixed-rate affiliation agreements.

        Starz Entertainment's operating expenses increased $12 million or 7.6% and $14 million or 4.4% for the three and six months ended June 30, 2010 as compared to the corresponding prior year periods. Operating expenses for the three and six months ended June 30, 2010 increased due primarily to increased amortization and impairments on two original programs (Party Down and Gravity) which were cancelled during the quarter.

        Starz Entertainment's SG&A expenses were relatively flat for the three months ended June 30, 2010 and increased $7 million or 11.5% for the six months ended June 30, 2010 as compared to the corresponding prior year period. The six month increase is due primarily to the promotion of a Starz original production Spartacus in the first quarter of 2010.

I-47


        Starz Entertainment has outstanding phantom stock appreciation rights (PSARs) held by its founder and former chief executive officer which were exercised in the fourth quarter of 2009. No additional compensation was recorded in the current period related to those rights. The determination of the final amount owed for the PSARs will be made by independent third parties and the process for making that determination has been initiated.

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 Starz Media, ANLBC and TruePosition as well as minority investments in Sirius, Time Warner Inc., Time Warner Cable Inc., Sprint, Live Nation and other public and private companies. In addition, we have attributed $2,060 million of cash, including subsidiary cash, and $1,888 million principal amount (as of June 30, 2010) of our exchangeable senior debentures and other 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 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,
 
 
  2010   2009   2010   2009  
 
  amounts in millions
 

Revenue

                         
 

Starz Media

  $ 84     90     228     192  
 

Corporate and other

    116     109     138     132  
                   

  $ 200     199     366     324  
                   

Adjusted OIBDA

                         
 

Starz Media

  $ (54 )   17     (61 )   22  
 

Corporate and other

    (5 )   (13 )   (41 )   (50 )
                   

  $ (59 )   4     (102 )   (28 )
                   

Operating Income (Loss)