|
ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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State of Delaware
(State or other jurisdiction of
incorporation or organization)
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37-1699499
(I.R.S. Employer
Identification No.)
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12300 Liberty Boulevard
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Englewood, Colorado
(Address of principal executive offices)
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80112
(Zip Code)
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Large accelerated filer
ý
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|
Accelerated filer
o
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|
Non-accelerated filer
o
(do not check if smaller
reporting company)
|
|
Smaller reporting company
o
|
Series A common stock
|
110,616,654
|
|
Series B common stock
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9,876,578
|
|
|
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March 31,
2013 |
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December 31, 2012
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|||
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amounts in millions
|
|||||
Assets
|
|
|
|
|||
Current assets:
|
|
|
|
|||
Cash and cash equivalents
|
$
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1,900
|
|
|
603
|
|
Trade and other receivables, net
|
237
|
|
|
25
|
|
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Deferred income tax assets
|
1,018
|
|
|
—
|
|
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Other current assets
|
303
|
|
|
211
|
|
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Assets of discontinued operations - current (note 2)
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—
|
|
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1,372
|
|
|
Total current assets
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3,458
|
|
|
2,211
|
|
|
Investments in available-for-sale securities and other cost investments (note 6)
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1,266
|
|
|
1,392
|
|
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Investments in affiliates, accounted for using the equity method (note 7)
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870
|
|
|
3,341
|
|
|
|
|
|
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|||
Property and equipment, at cost
|
1,963
|
|
|
329
|
|
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Accumulated depreciation
|
(180
|
)
|
|
(172
|
)
|
|
|
1,783
|
|
|
157
|
|
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Intangible assets not subject to amortization (note 8):
|
|
|
|
|||
Goodwill
|
14,215
|
|
|
200
|
|
|
FCC licenses
|
8,600
|
|
|
—
|
|
|
Other
|
1,074
|
|
|
144
|
|
|
|
23,889
|
|
|
344
|
|
|
Intangible assets subject to amortization, net (note 8)
|
1,039
|
|
|
108
|
|
|
Other assets, at cost, net of accumulated amortization
|
91
|
|
|
32
|
|
|
Assets of discontinued operations (note 2)
|
—
|
|
|
740
|
|
|
Total assets
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$
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32,396
|
|
|
8,325
|
|
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March 31,
2013 |
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December 31, 2012
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|||
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amounts in millions, except share amounts
|
|||||
Liabilities and Equity
|
|
|
|
|||
Current liabilities:
|
|
|
|
|||
Accounts payable and accrued liabilities
|
$
|
631
|
|
|
35
|
|
Current portion of debt (note 9)
|
4
|
|
|
—
|
|
|
Deferred revenue
|
1,626
|
|
|
24
|
|
|
Deferred credit on executory contracts
|
166
|
|
|
—
|
|
|
Other current liabilities
|
25
|
|
|
33
|
|
|
Liabilities of discontinued operations - current (note 2)
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—
|
|
|
293
|
|
|
Total current liabilities
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2,452
|
|
|
385
|
|
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Long-term debt (note 9)
|
2,415
|
|
|
—
|
|
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Deferred income tax liabilities
|
2,346
|
|
|
817
|
|
|
Deferred revenue
|
147
|
|
|
37
|
|
|
Other liabilities
|
285
|
|
|
90
|
|
|
Liabilities of discontinued operations (note 2)
|
—
|
|
|
564
|
|
|
Total liabilities
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7,645
|
|
|
1,893
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Stockholders' equity:
|
|
|
|
|||
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued
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—
|
|
|
—
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|
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Series A common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 110,614,610 shares at March 31, 2013 and 111,852,001 shares at December 31, 2012
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1
|
|
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1
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|
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Series B common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 9,878,178 shares at March 31, 2013 and 9,886,838 shares at December 31, 2012
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—
|
|
|
—
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Series C common stock, $.01 par value. Authorized 2,000,000,000 shares; zero issued and outstanding shares at March 31, 2013 and December 31, 2012
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—
|
|
|
—
|
|
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Additional paid-in capital
|
3,148
|
|
|
3,348
|
|
|
Accumulated other comprehensive earnings, net of taxes
|
(13
|
)
|
|
12
|
|
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Retained earnings
|
11,141
|
|
|
3,079
|
|
|
Total stockholders' equity
|
14,277
|
|
|
6,440
|
|
|
Noncontrolling interests in equity of subsidiaries
|
10,474
|
|
|
(8
|
)
|
|
Total equity
|
24,751
|
|
|
6,432
|
|
|
Commitments and contingencies (note 10)
|
|
|
|
|||
Total liabilities and equity
|
$
|
32,396
|
|
|
8,325
|
|
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Three months ended
March 31, |
|||||
|
2013
|
|
2012
|
|||
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amounts in millions
|
|||||
Revenue:
|
|
|
|
|||
Subscriber revenue
|
$
|
635
|
|
|
—
|
|
Other revenue
|
154
|
|
|
35
|
|
|
Total Revenue
|
789
|
|
|
35
|
|
|
Operating costs and expenses:
|
|
|
|
|||
Cost of subscriber services (note 3):
|
|
|
|
|||
Revenue share and royalties
|
124
|
|
|
—
|
|
|
Programming and content
|
54
|
|
|
—
|
|
|
Customer service and billing
|
66
|
|
|
—
|
|
|
Other
|
22
|
|
|
—
|
|
|
Subscriber acquisition costs
|
97
|
|
|
—
|
|
|
Other operating expense (note 3)
|
42
|
|
|
25
|
|
|
Selling, general and administrative (note 3)
|
154
|
|
|
33
|
|
|
Depreciation and amortization
|
70
|
|
|
9
|
|
|
|
629
|
|
|
67
|
|
|
Operating income (loss)
|
160
|
|
|
(32
|
)
|
|
Other income (expense):
|
|
|
|
|||
Interest expense
|
(11
|
)
|
|
(3
|
)
|
|
Dividend and interest income
|
12
|
|
|
22
|
|
|
Share of earnings (losses) of affiliates, net (note 7)
|
17
|
|
|
12
|
|
|
Realized and unrealized gains (losses) on financial instruments, net (note 5)
|
97
|
|
|
111
|
|
|
Gains (losses) on transactions, net (note 1 and 6)
|
7,479
|
|
|
—
|
|
|
Other, net (note 9)
|
(5
|
)
|
|
2
|
|
|
|
7,589
|
|
|
144
|
|
|
Earnings (loss) from continuing operations before income taxes
|
7,749
|
|
|
112
|
|
|
Income tax (expense) benefit
|
361
|
|
|
(40
|
)
|
|
Earnings (loss) from continuing operations
|
8,110
|
|
|
72
|
|
|
Earnings (loss) from discontinued operations, net of taxes (note 2)
|
—
|
|
|
79
|
|
|
Net earnings (loss)
|
8,110
|
|
|
151
|
|
|
Less net earnings (loss) attributable to the noncontrolling interests
|
48
|
|
|
1
|
|
|
Net earnings (loss) attributable to Liberty stockholders
|
$
|
8,062
|
|
|
150
|
|
|
|
|
|
|
Three months ended
March 31, |
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions,
except per share amounts
|
|||||
Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (note 4):
|
|
|
|
|||
Series A and Series B common stock
|
$
|
67.75
|
|
|
0.60
|
|
Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (note 4):
|
|
|
|
|||
Series A and Series B common stock
|
$
|
66.63
|
|
|
0.58
|
|
Basic net earnings (loss) attributable to Liberty stockholders per common share (note 4):
|
|
|
|
|||
Series A and Series B common stock
|
$
|
67.75
|
|
|
1.24
|
|
Diluted net earnings (loss) attributable to Liberty stockholders per common share (note 4):
|
|
|
|
|||
Series A and Series B common stock
|
$
|
66.63
|
|
|
1.20
|
|
|
Three months ended
March 31, |
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Net earnings (loss)
|
$
|
8,110
|
|
|
151
|
|
Other comprehensive earnings (loss), net of taxes:
|
|
|
|
|||
Foreign currency translation adjustments
|
(6
|
)
|
|
—
|
|
|
Unrealized holding gains (losses) arising during the period
|
4
|
|
|
3
|
|
|
Recognition of previously unrealized (gains) losses on available-for-sale securities, net
|
(26
|
)
|
|
—
|
|
|
Other
|
—
|
|
|
(4
|
)
|
|
Other comprehensive earnings (loss)
|
(28
|
)
|
|
(1
|
)
|
|
Comprehensive earnings (loss)
|
8,082
|
|
|
150
|
|
|
Less comprehensive earnings (loss) attributable to the noncontrolling interests
|
48
|
|
|
1
|
|
|
Comprehensive earnings (loss) attributable to Liberty stockholders
|
$
|
8,034
|
|
|
149
|
|
|
Three months ended
March 31, |
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Cash flows from operating activities:
|
|
|
|
|||
Net earnings
|
$
|
8,110
|
|
|
151
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|||
(Earnings) loss from discontinued operations
|
—
|
|
|
(79
|
)
|
|
Depreciation and amortization
|
70
|
|
|
9
|
|
|
Stock-based compensation
|
41
|
|
|
6
|
|
|
Share of (earnings) loss of affiliates, net
|
(17
|
)
|
|
(12
|
)
|
|
Realized and unrealized (gains) losses on financial instruments, net
|
(97
|
)
|
|
(111
|
)
|
|
Losses (gains) on transactions, net
|
(7,479
|
)
|
|
—
|
|
|
Deferred income tax expense (benefit)
|
(377
|
)
|
|
31
|
|
|
Noncash interest expense
|
(18
|
)
|
|
—
|
|
|
Other noncash charges (credits), net
|
5
|
|
|
4
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|||
Current and other assets
|
66
|
|
|
(7
|
)
|
|
Payables and other liabilities
|
35
|
|
|
116
|
|
|
Net cash provided (used) by operating activities
|
339
|
|
|
108
|
|
|
Cash flows from investing activities:
|
|
|
|
|||
Cash proceeds from dispositions of securities
|
—
|
|
|
87
|
|
|
Cash (paid) for acquisitions, net of cash acquired
|
408
|
|
|
—
|
|
|
Proceeds (payments) on financial instruments, net
|
—
|
|
|
(183
|
)
|
|
Investments in and loans to cost and equity investees
|
(18
|
)
|
|
(2
|
)
|
|
Repayment of loans by cost and equity investees
|
17
|
|
|
21
|
|
|
Capital expended for property and equipment
|
(26
|
)
|
|
(2
|
)
|
|
Net sales (purchases) of short term investments and other marketable securities
|
(24
|
)
|
|
(20
|
)
|
|
Net (increase) decrease in restricted cash
|
—
|
|
|
691
|
|
|
Net cash provided (used) by investing activities
|
357
|
|
|
592
|
|
|
Cash flows from financing activities:
|
|
|
|
|||
Repayments of debt
|
(1
|
)
|
|
(750
|
)
|
|
Repurchases of Liberty common stock
|
(140
|
)
|
|
(79
|
)
|
|
Subsidiary shares repurchased by subsidiary
|
(466
|
)
|
|
—
|
|
|
Other financing activities, net
|
8
|
|
|
—
|
|
|
Net cash provided (used) by financing activities
|
(599
|
)
|
|
(829
|
)
|
|
Net cash provided (used) by discontinued operations:
|
|
|
|
|||
Cash provided (used) by operating activities
|
—
|
|
|
(14
|
)
|
|
Cash provided (used) by investing activities
|
—
|
|
|
(11
|
)
|
|
Cash provided (used) by financing activities
|
550
|
|
|
(1
|
)
|
|
Change in available cash held by discontinued operations
|
650
|
|
|
26
|
|
|
Net cash provided (used) by discontinued operations
|
1,200
|
|
|
—
|
|
|
Net increase (decrease) in cash and cash equivalents
|
1,297
|
|
|
(129
|
)
|
|
Cash and cash equivalents at beginning of period
|
603
|
|
|
970
|
|
|
Cash and cash equivalents at end of period
|
$
|
1,900
|
|
|
841
|
|
|
Stockholders' equity
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
Preferred Stock
|
|
Series A
|
|
Series B
|
|
Series C
|
|
Additional Paid-in Capital
|
|
Accumulated
other
comprehensive
earnings
|
|
Retained
earnings
|
|
Noncontrolling
interest in
equity of
subsidiaries
|
|
Total equity
|
||||||||||||||||||
|
amounts in millions
|
|||||||||||||||||||||||||||||||||||
Balance at January 1, 2013
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,348
|
|
|
$
|
12
|
|
|
$
|
3,079
|
|
|
$
|
(8
|
)
|
|
$
|
6,432
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,062
|
|
|
48
|
|
|
8,110
|
|
|||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
38
|
|
|||||||||
Series A stock repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|||||||||
Non-controlling interest recognized with acquisition of a controlling interest in a subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,841
|
|
|
10,841
|
|
|||||||||
Shares repurchased by subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
(522
|
)
|
|
(494
|
)
|
|||||||||
Shares issued by subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
80
|
|
|
57
|
|
|||||||||
Distribution to stockholders for split-off of Starz
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
3
|
|
|
—
|
|
|
9
|
|
|
(65
|
)
|
|||||||||
Balance at March 31, 2013
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,148
|
|
|
$
|
(13
|
)
|
|
$
|
11,141
|
|
|
$
|
10,474
|
|
|
$
|
24,751
|
|
Fair value of SIRIUS XM equity interests
|
$
|
10,372
|
|
Fair value of SIRIUS XM debt securities
|
253
|
|
|
Noncontrolling interest
|
10,841
|
|
|
|
$
|
21,466
|
|
|
|
||
Cash and cash equivalents
|
$
|
569
|
|
Receivables
|
210
|
|
|
Property, plant and equipment
|
1,700
|
|
|
Goodwill
|
14,015
|
|
|
FCC Licenses
|
8,600
|
|
|
Tradenames
|
930
|
|
|
Intangible assets subject to amortization
|
945
|
|
|
Other assets
|
480
|
|
|
Debt
|
(2,490
|
)
|
|
Deferred revenue
|
(1,565
|
)
|
|
Deferred income tax liabilities, net
|
(903
|
)
|
|
Other liabilities assumed
|
(1,025
|
)
|
|
|
$
|
21,466
|
|
|
December 31, 2012
|
||
|
amounts in millions
(unaudited)
|
||
Current assets
|
$
|
4,039
|
|
Investments in equity method affiliates
|
$
|
855
|
|
Property, plant and equipment, net
|
$
|
1,857
|
|
Intangible assets not subject to amortization
|
$
|
23,889
|
|
Intangible assets subject to amortization, net
|
$
|
1,028
|
|
Other assets
|
$
|
1,974
|
|
Total assets
|
$
|
33,642
|
|
Long-term debt
|
$
|
2,486
|
|
Deferred tax liabilities, net
|
$
|
2,939
|
|
Other liabilities
|
$
|
3,890
|
|
Noncontrolling interests in equity of subsidiaries
|
$
|
10,833
|
|
Stockholders' Equity
|
$
|
13,494
|
|
|
Three months ended
|
|||
|
March 31, 2012
|
|||
|
amounts in millions
(unaudited)
|
|||
Revenue
|
$
|
838
|
|
|
Operating income (loss)
|
146
|
|
||
Interest expense
|
(57
|
)
|
||
Share of earnings (loss) of affiliates
|
(21
|
)
|
||
Earnings (loss) attributable to the noncontrolling interests
|
45
|
|
||
Net Earnings (loss) from continuing operations attributable to Liberty stockholders
|
116
|
|
||
|
|
|
||
Pro Forma basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (note 4):
|
|
|||
|
Series A and B common stock
|
$
|
0.96
|
|
Pro Forma diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (note 4):
|
|
|||
|
Series A and B common stock
|
$
|
0.93
|
|
|
Three months ended
March 31, 2012 |
||
|
amounts in millions
|
||
Revenue
|
$
|
405
|
|
Earnings (loss) before income taxes
|
$
|
120
|
|
|
December 31, 2012
|
||
|
amounts in millions
|
||
Assets
|
|
||
Cash and cash equivalents
|
$
|
750
|
|
Trade and other receivables, net
|
$
|
261
|
|
Program rights, including current portion
|
$
|
679
|
|
|
|
||
Liabilities
|
|
||
Accrued liabilities
|
$
|
245
|
|
Debt, including current portion
|
$
|
540
|
|
|
Three months ended
March 31, 2012 |
||
Basic earnings (losses) from discontinued operations attributable to Liberty shareholders per common share (note 4):
|
|
||
Series A and Series B common stock
|
$
|
0.64
|
|
Diluted earnings (losses) from discontinued operations attributable to Liberty shareholders per common share (note 4):
|
|
||
Series A and Series B common stock
|
$
|
0.62
|
|
i.
|
an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Liberty Capital Award (as so adjusted, a "Liberty Award") and
|
ii.
|
an equity award relating to shares of Starz common stock (a "Starz Award").
|
|
Three months ended March 31,
|
|||||
|
2013
|
|
2012
|
|||
|
(amounts in millions)
|
|||||
Cost of subscriber services:
|
|
|
|
|||
Revenue share and royalties
|
$
|
3
|
|
|
—
|
|
Programming and content
|
1
|
|
|
—
|
|
|
Customer service and billing
|
1
|
|
|
—
|
|
|
Other operating expense
|
3
|
|
|
—
|
|
|
Selling, general and administrative
|
33
|
|
|
6
|
|
|
|
$
|
41
|
|
|
6
|
|
|
Series A
|
|||||
|
Liberty
|
|
WAEP
|
|||
|
numbers of Awards in thousands
|
|||||
Outstanding at January 1, 2013
|
5,219
|
|
|
$
|
98.77
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Exercised
|
(40
|
)
|
|
$
|
69.72
|
|
Forfeited/Cancelled/Exchanged
|
(4
|
)
|
|
$
|
69.06
|
|
Spin-Off adjustment
|
(1,195
|
)
|
|
$
|
83.25
|
|
Outstanding at March 31, 2013
|
3,980
|
|
|
$
|
90.69
|
|
Exercisable at March 31, 2013
|
1,528
|
|
|
$
|
84.93
|
|
|
No. of
outstanding
Awards
(000's)
|
|
WAEP of
outstanding
Awards
|
|
Weighted
average
remaining
life
|
|
Aggregate
intrinsic
value
(000's)
|
|
No. of
exercisable
Awards
(000's)
|
|
WAEP of
exercisable
Awards
|
|
Weighted
average
remaining
life
|
|
Aggregate
intrinsic
value
(000's)
|
||||||||||
Series A Liberty
|
3,980
|
|
|
$
|
90.69
|
|
|
6.1 years
|
|
$
|
83,325
|
|
|
1,528
|
|
|
$
|
84.93
|
|
|
5.5 years
|
|
$
|
40,803
|
|
|
Liberty Common Stock
|
||||
|
Three months ended
March 31, 2013 |
|
Three months ended
March 31, 2012 |
||
|
numbers of shares in millions
|
||||
Basic EPS
|
119
|
|
|
121
|
|
Potentially dilutive shares
|
2
|
|
|
4
|
|
Diluted EPS
|
121
|
|
|
125
|
|
|
|
|
Fair Value Measurements at March 31, 2013
|
||||||
Description
|
Total
|
|
Quoted prices
in active markets
for identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
||||
|
|
|
amounts in millions
|
||||||
Cash equivalents
|
$
|
1,594
|
|
|
1,590
|
|
|
4
|
|
Available-for-sale securities
|
$
|
1,235
|
|
|
801
|
|
|
434
|
|
|
Three months ended March 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Fair Value Option Securities
|
$
|
82
|
|
|
73
|
|
Other derivatives
|
15
|
|
|
38
|
|
|
|
$
|
97
|
|
|
111
|
|
|
March 31,
2013 |
|
December 31,
2012 |
|||
|
amounts in millions
|
|||||
Fair Value Option Securities
|
|
|
|
|||
Time Warner Inc.
|
$
|
255
|
|
|
211
|
|
Time Warner Cable Inc.
|
227
|
|
|
230
|
|
|
Viacom, Inc.
|
223
|
|
|
192
|
|
|
CenturyLink, Inc.
|
63
|
|
|
70
|
|
|
Barnes & Noble, Inc.
|
275
|
|
|
262
|
|
|
Other equity securities
|
78
|
|
|
58
|
|
|
Other debt securities
|
74
|
|
|
56
|
|
|
Total Fair Value Option Securities
|
1,195
|
|
|
1,079
|
|
|
AFS and cost investments
|
|
|
|
|||
SIRIUS XM debt securities (a)
|
—
|
|
|
249
|
|
|
Live Nation Entertainment, Inc. ("Live Nation") debt securities
|
24
|
|
|
25
|
|
|
Other AFS and cost investments
|
47
|
|
|
39
|
|
|
Total AFS and cost investments
|
71
|
|
|
313
|
|
|
|
$
|
1,266
|
|
|
1,392
|
|
(a)
|
During the
three
months ended
March 31, 2013
, as discussed in note 1, Liberty acquired an additional
50 million
common shares and acquired a controlling interest in SIRIUS XM and as a result consolidates SIRIUS XM as of such date. Therefore, the related SIRIUS XM debt securities are considered effectively settled upon consolidation.
|
|
March 31, 2013
|
|
December 31, 2012
|
|||||||||
|
Equity
securities
|
|
Debt
securities
|
|
Equity
securities
|
|
Debt
securities
|
|||||
|
amounts in millions
|
|||||||||||
Gross unrealized holding gains
|
$
|
6
|
|
|
1
|
|
|
2
|
|
|
37
|
|
Gross unrealized holding losses
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||
|
Percentage
ownership
|
|
Market
Value (level 1)
|
|
Carrying
amount
|
|
Carrying
amount
|
||||||
|
|
|
dollar amounts in millions
|
||||||||||
SIRIUS XM (a)
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
2,766
|
|
||
Live Nation (b)
|
27
|
%
|
|
$
|
644
|
|
|
393
|
|
|
406
|
|
|
SIRIUS XM Canada (a)
|
38
|
%
|
|
295
|
|
|
281
|
|
|
NA
|
|
||
Other
|
various
|
|
|
N/A
|
|
|
196
|
|
|
169
|
|
||
|
|
|
|
|
|
|
$
|
870
|
|
|
3,341
|
|
|
Three months ended
March 31, |
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
SIRIUS XM (a)
|
$
|
8
|
|
|
33
|
|
Live Nation (b)
|
(19
|
)
|
|
(16
|
)
|
|
SIRIUS XM Canada
|
1
|
|
|
—
|
|
|
Other
|
27
|
|
|
(5
|
)
|
|
|
$
|
17
|
|
|
12
|
|
(a)
|
During the
three
months ended
March 31, 2013
, as discussed in note 1, Liberty acquired an additional
50 million
common shares and acquired a controlling interest in SIRIUS XM and as a result consolidates SIRIUS XM as of such date. SIRIUS XM has an investment in SIRIUS XM Canada that was recorded at fair value in purchase accounting. See discussion below of SIRIUS XM Canada.
|
(b)
|
During the first quarter of 2013, Liberty acquired an additional
1.7 million
shares of Live Nation for approximately
$19 million
which increased our ownership percentage, at the time of acquisition, to approximately
27%
.
|
|
SIRIUS XM
|
|
ANLBC
|
|
Other
|
|
Total
|
|||||
|
amounts in millions
|
|||||||||||
Balance at January 1, 2013
|
$
|
—
|
|
|
180
|
|
|
20
|
|
|
200
|
|
Acquisitions (1)
|
14,015
|
|
|
—
|
|
|
—
|
|
|
14,015
|
|
|
Balance at March 31, 2013
|
$
|
14,015
|
|
|
180
|
|
|
20
|
|
|
14,215
|
|
(1)
|
The increase to SIRIUS XM goodwill was the result of the acquisition of a controlling interest in SIRIUS XM in January 2013, see note 1 for further discussion.
|
|
March 31, 2013
|
|
December 31, 2012
|
|||||||||||||||
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
|||||||
|
amounts in millions
|
|||||||||||||||||
Customer relationships
|
$
|
621
|
|
|
(34
|
)
|
|
587
|
|
|
51
|
|
|
(23
|
)
|
|
28
|
|
Licensing agreements
|
310
|
|
|
(6
|
)
|
|
304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other
|
592
|
|
|
(444
|
)
|
|
148
|
|
|
515
|
|
|
(435
|
)
|
|
80
|
|
|
Total
|
$
|
1,523
|
|
|
(484
|
)
|
|
1,039
|
|
|
566
|
|
|
(458
|
)
|
|
108
|
|
Remainder of 2013
|
$
|
70
|
|
2014
|
$
|
79
|
|
2015
|
$
|
78
|
|
2016
|
$
|
75
|
|
2017
|
$
|
73
|
|
|
March 31, 2013
|
||
SIRIUS XM 8.75% Senior Notes due 2015
|
$
|
724
|
|
SIRIUS XM 7% Exchangeable Senior Subordinated Notes due 2014
|
$
|
870
|
|
SIRIUS XM 7.625% Senior Notes due 2018
|
$
|
719
|
|
SIRIUS XM 5.25% Senior Notes due 2022
|
$
|
409
|
|
•
|
SIRIUS XM — consolidated subsidiary that provides a subscription based satellite radio service. SIRIUS XM broadcasts to subscribers over approximately 130 digital-quality channels, including more than 60 channels of 100% commercial-free music, plus exclusive channels of sports, news, talk, entertainment, traffic, weather and data through its two proprietary satellite radio systems - the Sirius system and the XM system.
|
•
|
ANLBC — consolidated subsidiary that owns and operates the Atlanta Braves Major League Baseball franchise.
|
|
Three months ended
March 31, |
|||||||||||
|
2013
|
|
2012
|
|||||||||
|
Revenue
|
|
Adjusted
OIBDA
|
|
Revenue
|
|
Adjusted
OIBDA
|
|||||
|
amounts in millions
|
|||||||||||
SIRIUS XM
|
$
|
729
|
|
|
268
|
|
|
—
|
|
|
—
|
|
ANLBC
|
23
|
|
|
1
|
|
|
3
|
|
|
(17
|
)
|
|
Corporate and other
|
37
|
|
|
2
|
|
|
32
|
|
|
—
|
|
|
|
$
|
789
|
|
|
271
|
|
|
35
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
March 31, 2013
|
||||||||
|
Total
assets
|
|
Investments
in affiliates
|
|
Capital
expenditures
|
||||
|
amounts in millions
|
||||||||
SIRIUS XM
|
$
|
28,067
|
|
|
281
|
|
|
25
|
|
ANLBC
|
586
|
|
|
34
|
|
|
1
|
|
|
Corporate and other
|
3,743
|
|
|
555
|
|
|
—
|
|
|
|
$
|
32,396
|
|
|
870
|
|
|
26
|
|
|
Three months ended
March 31, |
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Consolidated segment Adjusted OIBDA
|
$
|
271
|
|
|
(17
|
)
|
Stock-based compensation
|
(41
|
)
|
|
(6
|
)
|
|
Depreciation and amortization
|
(70
|
)
|
|
(9
|
)
|
|
Interest expense
|
(11
|
)
|
|
(3
|
)
|
|
Dividend and interest income
|
12
|
|
|
22
|
|
|
Share of earnings (losses) of affiliates, net
|
17
|
|
|
12
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
97
|
|
|
111
|
|
|
Gains (losses) on transactions, net
|
7,479
|
|
|
—
|
|
|
Other, net
|
(5
|
)
|
|
2
|
|
|
Earnings (loss) from continuing operations before income taxes
|
$
|
7,749
|
|
|
112
|
|
•
|
consumer demand for our products and services and our ability to adapt to changes in demand;
|
•
|
competitor responses to our products and services;
|
•
|
uncertainties inherent in the development and integration of new business lines and business strategies;
|
•
|
uncertainties associated with product and service development and market acceptance, including the development and provision of programming for satellite radio and telecommunications technologies;
|
•
|
one of our consolidated businesses depends in large part upon automakers;
|
•
|
our ability to attract and retain subscribers at a profitable level in the future is uncertain;
|
•
|
our future financial performance, including availability, terms and deployment of capital;
|
•
|
our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;
|
•
|
the ability of suppliers and vendors to deliver products, equipment, software and services;
|
•
|
interruption or failure of our information technology and communication systems, including the failure of our satellites, could negatively impact our results and brand;
|
•
|
royalties for music rights have increased and may continue to do so in the future;
|
•
|
the outcome of any pending or threatened litigation;
|
•
|
availability of qualified personnel;
|
•
|
changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and adverse outcomes from regulatory proceedings;
|
•
|
changes in the nature of key strategic relationships with partners, vendors and joint venturers;
|
•
|
general economic and business conditions and industry trends including the current economic downturn;
|
•
|
consumer spending levels, including the availability and amount of individual consumer debt;
|
•
|
rapid technological changes;
|
•
|
our indebtedness could adversely affect the operations and could limit the ability of our subsidiaries to react to changes in the economy or our industry;
|
•
|
if we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions or private litigation and our reputation could suffer;
|
•
|
capital spending for the acquisition and/or development of telecommunications networks and services;
|
•
|
the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate; and
|
•
|
threatened terrorist attacks and ongoing military action in the Middle East and other parts of the world and political unrest in international markets.
|
|
Three months ended
March 31, |
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Revenue
|
|
|
|
|||
SIRIUS XM
|
$
|
729
|
|
|
—
|
|
ANLBC
|
23
|
|
|
3
|
|
|
Corporate and other
|
37
|
|
|
32
|
|
|
|
$
|
789
|
|
|
35
|
|
Adjusted OIBDA
|
|
|
|
|||
SIRIUS XM
|
$
|
268
|
|
|
—
|
|
ANLBC
|
1
|
|
|
(17
|
)
|
|
Corporate and other
|
2
|
|
|
—
|
|
|
|
$
|
271
|
|
|
(17
|
)
|
Operating Income (Loss)
|
|
|
|
|||
SIRIUS XM
|
$
|
180
|
|
|
—
|
|
ANLBC
|
(6
|
)
|
|
(21
|
)
|
|
Corporate and other
|
(14
|
)
|
|
(11
|
)
|
|
|
$
|
160
|
|
|
(32
|
)
|
|
Three months ended March 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Other income (expense):
|
|
|
|
|||
Interest expense
|
$
|
(11
|
)
|
|
(3
|
)
|
Dividend and interest income
|
12
|
|
|
22
|
|
|
Share of earnings (losses) of affiliates
|
17
|
|
|
12
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
97
|
|
|
111
|
|
|
Gains (losses) on transactions, net
|
7,479
|
|
|
—
|
|
|
Other, net
|
(5
|
)
|
|
2
|
|
|
|
$
|
7,589
|
|
|
144
|
|
|
Three months ended March 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Fair Value Option Securities
|
$
|
82
|
|
|
73
|
|
Other derivatives
|
15
|
|
|
38
|
|
|
|
$
|
97
|
|
|
111
|
|
|
|
Three months ended March 31,
|
|||||
|
|
2013
|
|
2012
|
|||
Cash Flow Information
|
amounts in millions
|
||||||
|
Net cash provided (used) by operating activities
|
$
|
339
|
|
|
108
|
|
|
Net cash provided (used) by investing activities
|
$
|
357
|
|
|
592
|
|
|
Net cash provided (used) by financing activities
|
$
|
(599
|
)
|
|
(829
|
)
|
|
Payments due by period
|
|||||||||||||||
|
Total
|
|
Less than 1 year
|
|
2 - 3 years
|
|
4 - 5 years
|
|
After
5 years
|
|||||||
Consolidated contractual obligations
|
amounts in millions
|
|||||||||||||||
Long-term debt(1)
|
$
|
2,462
|
|
|
4
|
|
|
1,357
|
|
|
1
|
|
|
1,100
|
|
|
Interest payments(2)
|
802
|
|
|
187
|
|
|
300
|
|
|
157
|
|
|
158
|
|
||
Satellite and transmission
|
137
|
|
|
67
|
|
|
42
|
|
|
8
|
|
|
20
|
|
||
Programming and content
|
616
|
|
|
219
|
|
|
362
|
|
|
35
|
|
|
—
|
|
||
Operating lease obligations
|
389
|
|
|
44
|
|
|
76
|
|
|
49
|
|
|
220
|
|
||
Employment agreements
|
151
|
|
|
60
|
|
|
58
|
|
|
33
|
|
|
—
|
|
||
Purchase orders and other obligations
|
267
|
|
|
98
|
|
|
69
|
|
|
29
|
|
|
71
|
|
||
|
Total consolidated
|
4,824
|
|
|
679
|
|
|
2,264
|
|
|
312
|
|
|
1,569
|
|
(1)
|
Amounts are stated at the face amount at maturity of outstanding debt instruments and capital lease obligations. Amounts do not assume additional borrowings or refinancings of existing debt.
|
(2)
|
Amounts (i) are based on outstanding debt balances at December 31, 2012, (ii) assume the interest rates on the variable rate debt remain constant at the December 31, 2012 rates and (iii) assume that the existing debt is repaid at maturity.
|
|
Three months ended March 31,
|
|||||
|
2013 (1)
|
|
2012
|
|||
|
amounts in millions
|
|||||
Subscriber revenue
|
$
|
783
|
|
|
700
|
|
Other revenue
|
114
|
|
|
105
|
|
|
Total revenue
|
897
|
|
|
805
|
|
|
Operating expenses (excluding stock-based compensation included below):
|
||||||
Cost of subscriber services
|
(327
|
)
|
|
(290
|
)
|
|
Subscriber acquisition costs
|
(116
|
)
|
|
(116
|
)
|
|
Other operating expenses
|
(13
|
)
|
|
(11
|
)
|
|
Selling, general and administrative expenses
|
(112
|
)
|
|
(108
|
)
|
|
Adjusted OIBDA
|
329
|
|
|
280
|
|
|
Stock-based compensation
|
(15
|
)
|
|
(15
|
)
|
|
Depreciation and amortization
|
(67
|
)
|
|
(66
|
)
|
|
Operating income
|
$
|
247
|
|
|
199
|
|
(1)
|
See the reconciliation of the results reported by SIRIUS XM to the results reported by Liberty included below.
|
|
Three months ended March 31, 2013
|
|||||||||||
|
As reported by SIRIUS XM
|
|
Purchase Accounting Adjustments
|
|
Elimination for Equity Method Accounting (17 days)
|
|
As reported by Liberty
|
|||||
|
amounts in millions
|
|||||||||||
Subscriber revenue
|
$
|
783
|
|
|
(2
|
)
|
|
(146
|
)
|
|
635
|
|
Other revenue
|
114
|
|
|
—
|
|
|
(20
|
)
|
|
94
|
|
|
Total revenue
|
897
|
|
|
(2
|
)
|
|
(166
|
)
|
|
729
|
|
|
Operating expenses (excluding stock-based compensation included below):
|
|
|
|
|
|
|
|
|||||
Cost of subscriber services
|
(327
|
)
|
|
6
|
|
|
60
|
|
|
(261
|
)
|
|
Subscriber acquisition costs
|
(116
|
)
|
|
(1
|
)
|
|
20
|
|
|
(97
|
)
|
|
Other operating expenses
|
(13
|
)
|
|
(2
|
)
|
|
3
|
|
|
(12
|
)
|
|
Selling, general and administrative expenses
|
(112
|
)
|
|
(1
|
)
|
|
22
|
|
|
(91
|
)
|
|
Adjusted OIBDA
|
329
|
|
|
—
|
|
|
(61
|
)
|
|
268
|
|
|
Stock-based compensation
|
(15
|
)
|
|
(14
|
)
|
|
3
|
|
|
(26
|
)
|
|
Depreciation and amortization
|
(67
|
)
|
|
(7
|
)
|
|
12
|
|
|
(62
|
)
|
|
Operating income
|
$
|
247
|
|
|
(21
|
)
|
|
(46
|
)
|
|
180
|
|
|
Variable rate debt
|
|
Fixed rate debt
|
|||||||||
|
Principal
amount
|
|
Weighted avg
interest rate
|
|
Principal
amount
|
|
Weighted avg
interest rate
|
|||||
|
dollar amounts in millions
|
|||||||||||
|
$
|
—
|
|
|
NA
|
|
$
|
2,201
|
|
|
7.4
|
%
|
|
Series A Liberty Common Stock
|
||||||||||
Period
|
(a) Total Number
of Shares
Purchased
|
|
(b) Average
Price Paid per
Share
|
|
(c) Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs
|
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares that
May Yet Be purchased
Under the Plans or
Programs
|
||||
January 1 - 31, 2013
|
472,500
|
|
|
$
|
110.19
|
|
|
472,500
|
|
|
$398 million
|
February 1 - 28, 2013
|
507,900
|
|
|
$
|
110.68
|
|
|
507,900
|
|
|
$342 million
|
March 1 - 31, 2013
|
136,619
|
|
|
$
|
108.00
|
|
|
136,619
|
|
|
$327 million
|
Total
|
1,117,019
|
|
|
|
|
|
1,117,019
|
|
|
|
(a)
|
Exhibits
|
4.1
|
|
Credit Agreement, dated as of December 5, 2012 among the Sirius XM Radio, Inc. (“SIRIUS XM”), JPMorgan Chase Bank, N.A. as administrative agent, and the other agents and lenders party thereto (incorporated by reference to SIRIUS XM's Current Report on Form 8-K filed on December 10, 2012).
|
4.2
|
|
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
|
10.1
|
|
Stockholders Agreement, dated as of March 19, 2013, by and among Charter Communications, Inc. and Liberty Media Corporation.*
|
10.2
|
|
Stock Purchase Agreement, dated as of March 19, 2013, by and among Liberty Media Corporation, the funds affiliated with Apollo Management Holdings, L.P. set forth therein, the funds affiliated with Oaktree Capital Management, L.P. set forth therein and the funds affiliated with Crestview Partners set forth therein.*
|
10.3
|
|
Operational Assistance Agreement, dated as of June 7, 1999, between XM Satellite Radio Inc. and Clear Channel Communications, Inc. (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to XM Satellite Radio Holdings Inc.'s Registration Statement on Form S-1, File No. 333-83619).***
|
10.4
|
|
Technology Licensing Agreement among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc., WorldSpace Management Corporation and American Mobile Satellite Corporation, dated as of January 1, 1998, amended by Amendment No. 1 to Technology Licensing Agreement, dated June 7, 1999 (incorporated by reference to Exhibit 10.3 to XM Satellite Radio Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007).***
|
10.5
|
|
Third Amended and Restated Distribution and Credit Agreement, dated as of February 6, 2008, among General Motors Corporation, XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. (incorporated by reference to Exhibit 10.63 to XM Satellite Radio Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007).****
|
10.6
|
|
Third Amended and Restated Satellite Purchase Contract for In-Orbit Delivery, dated as of May 15, 2001, between XM Satellite Radio Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.36 to Amendment No. 1 to XM Satellite Radio Holdings Inc.'s Registration Statement on Form S-3, File No. 333-89132).***
|
10.7
|
|
Assignment and Novation Agreement, dated as of December 5, 2001, between XM Satellite Radio Holdings Inc., XM Satellite Radio Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.3 to XM Satellite Radio Holdings Inc.'s Current Report on Form 8-K filed on December 6, 2001).
|
10.8
|
|
Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated as of December 5, 2001, between XM Satellite Radio Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.4 to XM Satellite Radio Holdings Inc.'s Current Report on Form 8-K filed on December 6, 2001).***
|
10.9
|
|
Amended and Restated Assignment and Use Agreement, dated as of January 28, 2003, between XM Satellite Radio Inc. and XM Radio Inc. (incorporated by reference to Exhibit 10.7 to XM Satellite Radio Holdings Inc.'s Current Report on Form 8-K filed on January 29, 2003).
|
10.1
|
|
Amended and Restated Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated May 23, 2003, among XM Satellite Radio Inc. and XM Satellite Radio Holdings Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.53 to XM Satellite Radio Holdings Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).***
|
10.11
|
|
Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated July 31, 2003, among XM Satellite Radio Inc. and XM Satellite Radio Holdings Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.54 to XM Satellite Radio Holdings Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).***
|
10.12
|
|
December 2003 Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated December 19, 2003, among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.57 to XM Satellite Radio Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003).***
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
32
|
|
Section 1350 Certification**
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Definition Document**
|
|
|
LIBERTY MEDIA CORPORATION
|
|
Date:
|
May 8, 2013
|
By:
|
/s/ GREGORY B. MAFFEI
|
|
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Date:
|
May 8, 2013
|
By:
|
/s/ CHRISTOPHER W. SHEAN
|
|
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
4.1
|
|
Credit Agreement, dated as of December 5, 2012 among the Sirius XM Radio, Inc. (“SIRIUS XM”), JPMorgan Chase Bank, N.A. as administrative agent, and the other agents and lenders party thereto (incorporated by reference to SIRIUS XM's Current Report on Form 8-K filed on December 10, 2012).
|
4.2
|
|
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
|
10.1
|
|
Stockholders Agreement, dated as of March 19, 2013, by and among Charter Communications, Inc. and Liberty Media Corporation.*
|
10.2
|
|
Stock Purchase Agreement, dated as of March 19, 2013, by and among Liberty Media Corporation, the funds affiliated with Apollo Management Holdings, L.P. set forth therein, the funds affiliated with Oaktree Capital Management, L.P. set forth therein and the funds affiliated with Crestview Partners set forth therein.*
|
10.3
|
|
Operational Assistance Agreement, dated as of June 7, 1999, between XM Satellite Radio Inc. and Clear Channel Communications, Inc. (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to XM Satellite Radio Holdings Inc.'s Registration Statement on Form S-1, File No. 333-83619).***
|
10.4
|
|
Technology Licensing Agreement among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc., WorldSpace Management Corporation and American Mobile Satellite Corporation, dated as of January 1, 1998, amended by Amendment No. 1 to Technology Licensing Agreement, dated June 7, 1999 (incorporated by reference to Exhibit 10.3 to XM Satellite Radio Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007).***
|
10.5
|
|
Third Amended and Restated Distribution and Credit Agreement, dated as of February 6, 2008, among General Motors Corporation, XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. (incorporated by reference to Exhibit 10.63 to XM Satellite Radio Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007).****
|
10.6
|
|
Third Amended and Restated Satellite Purchase Contract for In-Orbit Delivery, dated as of May 15, 2001, between XM Satellite Radio Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.36 to Amendment No. 1 to XM Satellite Radio Holdings Inc.'s Registration Statement on Form S-3, File No. 333-89132).***
|
10.7
|
|
Assignment and Novation Agreement, dated as of December 5, 2001, between XM Satellite Radio Holdings Inc., XM Satellite Radio Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.3 to XM Satellite Radio Holdings Inc.'s Current Report on Form 8-K filed on December 6, 2001).
|
10.8
|
|
Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated as of December 5, 2001, between XM Satellite Radio Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.4 to XM Satellite Radio Holdings Inc.'s Current Report on Form 8-K filed on December 6, 2001).***
|
10.9
|
|
Amended and Restated Assignment and Use Agreement, dated as of January 28, 2003, between XM Satellite Radio Inc. and XM Radio Inc. (incorporated by reference to Exhibit 10.7 to XM Satellite Radio Holdings Inc.'s Current Report on Form 8-K filed on January 29, 2003).
|
10.10
|
|
Amended and Restated Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated May 23, 2003, among XM Satellite Radio Inc. and XM Satellite Radio Holdings Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.53 to XM Satellite Radio Holdings Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).***
|
10.11
|
|
Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated July 31, 2003, among XM Satellite Radio Inc. and XM Satellite Radio Holdings Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.54 to XM Satellite Radio Holdings Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).***
|
10.12
|
|
December 2003 Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated December 19, 2003, among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc. and Boeing Satellite Systems International Inc. (incorporated by reference to Exhibit 10.57 to XM Satellite Radio Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003).***
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
32
|
|
Section 1350 Certification**
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Definition Document**
|
|
|
|
|
|
|
|
|
|
|
Part II - Other Information
|
|
|
Item 1. Legal Proceedings
|
|
|
|
|
|
|
Section 1.1
|
Definitions..............................................................................................................................1
|
Section 1.2
|
General Interpretive Principles...............................................................................................6
|
Section 2.1
|
Election and Appointment. .....................................................................................................6
|
Section 2.2
|
Expenses and Fees; Indemnification.......................................................................................9
|
Section 2.3
|
Committees.............................................................................................................................9
|
Section 3.1
|
Limitation on Share Ownership.............................................................................................10
|
Section 3.2
|
Standstill................................................................................................................................11
|
Section 3.3
|
Permitted Actions ..................................................................................................................12
|
Section 3.4
|
Distribution Transaction and Third Party Transfers..............................................................13
|
Section 3.5
|
Company Cooperation; Company Deliverables....................................................................14
|
Section 4.1
|
Representations and Warranties of the Company..................................................................15
|
Section 4.2
|
Representations and Warranties of Investor...........................................................................15
|
Article V TERMINATION
|
...............................................................................................................................................16
|
Section 5.1
|
Termination...........................................................................................................................16
|
Section 5.2
|
Effect of Termination; Survival............................................................................................16
|
Section 6.1
|
Amendment and Modification..............................................................................................17
|
Section 6.2
|
Assignment; No Third-Party Beneficiaries...........................................................................17
|
Section 6.3
|
Binding Effect; Entire Agreement.........................................................................................17
|
Section 6.4
|
Severability............................................................................................................................17
|
Section 6.5
|
Notices and Addresses...........................................................................................................17
|
Section 6.6
|
Governing Law......................................................................................................................18
|
Section 6.7
|
Headings................................................................................................................................18
|
Section 6.8
|
Counterparts..........................................................................................................................19
|
Section 6.9
|
Further Assurances................................................................................................................19
|
Section 6.10
|
Remedies...............................................................................................................................19
|
Section 6.11
|
Jurisdiction and Venue...........................................................................................................19
|
Section 6.12
|
Adjustments..........................................................................................................................20
|
CHARTER COMMUNICATIONS, INC.
|
|
By
/s/ Richard Dykhouse
|
|
|
|
|
Name:Rick Dykhouse
|
|
Title: Executive Vice President, General Counsel and Corporate Secretary
|
LIBERTY MEDIA CORPORATION
|
|
By
/s/ Richard N. Baer
|
|
|
|
|
Name: Richard N. Baer
|
|
Title: Senior Vice President and General Counsel
|
SECTION 1.
|
PURCHASE AND SALE
|
Date:
|
May 8, 2013
|
|
|
/s/ GREGORY B. MAFFEI
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Date:
|
May 8, 2013
|
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer
|
Dated: May 8, 2013
|
|
/s/ GREGORY B. MAFFEI
|
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Dated: May 8, 2013
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|