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ý
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ANNUAL 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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36-1699499
(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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Title of each class
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Name of exchange on which registered
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Series A Common Stock, par value $.01 per share
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The Nasdaq Stock Market LLC
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Series B Common Stock, par value $.01 per share
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The Nasdaq Stock Market LLC
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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)
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Smaller reporting company
o
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Series A
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Series B
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Liberty Media common stock
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104,421,463
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9,876,078
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Part I
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Page
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Item 1.
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Business
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I‑1
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Item 1A.
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Risk Factors
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I-16
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Item 1B.
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Unresolved Staff Comments
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I-24
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Item 2.
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Properties
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I-24
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Item 3.
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Legal Proceedings
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I-24
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Item 4.
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Mine Safety Disclosures
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I-25
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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II‑1
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Item 6.
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Selected Financial Data
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II‑3
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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II‑5
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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II‑16
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Item 8.
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Financial Statements and Supplementary Data
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II‑17
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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II‑17
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Item 9A.
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Controls and Procedures
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II‑17
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Item 9B.
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Other Information
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II‑17
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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III‑1
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Item 11.
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Executive Compensation
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III‑1
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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III‑1
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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III‑1
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Item 14.
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Principal Accountant Fees and Services
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III‑1
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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IV‑1
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•
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consumer demand for our products and services and our ability to adapt to changes in demand;
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•
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competitor responses to our products and services;
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•
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uncertainties inherent in the development and integration of new business lines and business strategies;
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•
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uncertainties associated with product and service development and market acceptance, including the development and provision of programming for satellite radio and telecommunications technologies;
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•
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significant dependence of one of our consolidated businesses upon automakers;
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•
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our ability to attract and retain subscribers at a profitable level in the future is uncertain;
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•
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our future financial performance, including availability, terms and deployment of capital;
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•
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our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;
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•
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the ability of suppliers and vendors to deliver products, equipment, software and services;
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•
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interruption or failure of our information technology and communication systems, including the failure of our satellites, could negatively impact our results and brand;
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•
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royalties for music rights have increased and may continue to do so in the future;
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•
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the outcome of any pending or threatened litigation;
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•
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availability of qualified personnel;
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•
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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;
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•
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changes in the nature of key strategic relationships with partners, vendors and joint venturers;
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•
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general economic and business conditions and industry trends including the current economic downturn;
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•
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consumer spending levels, including the availability and amount of individual consumer debt;
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•
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rapid technological changes;
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•
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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;
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•
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failure to protect the security of personal information about our customers, subjecting us to potentially costly government enforcement actions or private litigation and reputational damage;
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•
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capital spending for the acquisition and/or development of telecommunications networks and services;
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•
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the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate; and
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•
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threatened terrorist attacks and ongoing military action in the Middle East and other parts of the world and political unrest in international markets.
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Consolidated Subsidiaries
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Sirius XM Holdings Inc. (Nasdaq:SIRI)
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Atlanta National League Baseball Club, Inc.
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TruePosition, Inc.
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Equity Method Investments
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Charter Communications, Inc. (Nasdaq:CHTR)
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Live Nation Entertainment, Inc. (NYSE:LYV)
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•
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subscribers that have prepaid, including payments made or due from automakers for subscriptions included in the sale or lease price of a vehicle;
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•
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an extensive selection of music genres, ranging from rock, pop and hip-hop to country, dance, jazz, Latin and classical;
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•
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manufacturers that build and distribute satellite radios;
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•
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companies that manufacture and sell integrated circuits for satellite radios;
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•
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programming providers and on-air talent;
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•
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vendors that operate call centers;
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•
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retailers that market and sell satellite radios and promote subscriptions to our services; and
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•
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vendors that have designed or built and vendors that support or operate other important elements of our systems.
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•
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authorizing a capital structure with multiple series of common stock, a Series B common stock that entitles the holders to ten votes per share, a Series A common stock that entitles the holder to one vote per share, and a Series C common stock that, except as otherwise required by applicable law, entitles the holder to no voting rights;
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•
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classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;
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•
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limiting who may call special meetings of stockholders;
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•
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prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;
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•
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establishing advance notice requirements for nominations of candidates for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;
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•
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requiring stockholder approval by holders of at least 66
2
/
3
% of our aggregate voting power or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets or an amendment to our restated charter; and
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•
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the existence of authorized and unissued stock, including "blank check" preferred stock, which could be issued by our board of directors to persons friendly to our then current management, thereby protecting the continuity
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Series A (LMCA)
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Series B (LMCB)
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|||||||||
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High
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Low
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High
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Low
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|||||
2012
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|||||
First quarter*
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$
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91.64
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77.34
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89.17
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77.95
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Second quarter*
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$
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90.56
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79.22
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90.08
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80.66
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Third quarter*
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$
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106.15
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88.00
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104.51
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88.16
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Fourth quarter*
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$
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116.92
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99.27
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116.22
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102.92
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2013
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January 1, 2013 - January 11, 2013*
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$
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124.34
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116.90
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123.97
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118.28
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First quarter (after January 11, 2013)
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$
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113.56
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105.01
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112.21
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106.09
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Second quarter
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$
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130.91
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107.07
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125.87
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107.87
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Third quarter
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$
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150.80
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126.37
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150.50
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127.33
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Fourth quarter
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$
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159.33
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139.34
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154.33
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142.69
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Series A Common Stock
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||||||
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(d) Maximum Number
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(c) Total Number of
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(or Approximate Dollar
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||
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Shares Purchased
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Value) of Shares that
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(a) Total Number
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(b) Average
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as Part of Publicly
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May Yet be Purchased
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of Shares
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Price Paid per
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Announced Plans
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Under the Plans or
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Period
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Purchased
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Share
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or Programs
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Programs
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October 1 -31, 2013
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6,289,199
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(1)
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NA
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(1)
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None
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(1)
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$327 million
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(1)
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November 1 - 30, 2013
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None
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NA
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None
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$327 million
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December 1 - 31, 2013
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None
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NA
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None
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$327 million
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Total
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6,289,199
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—
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(1)
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The shares listed above were obtained by Liberty on October 3, 2013, pursuant to a transaction in which a subsidiary of Comcast, Inc. exchanged approximately 6.3 million shares of Liberty's Series A common stock for a newly created subsidiary of Liberty which held Liberty's wholly owned subsidiary Leisure Arts, Inc., approximately $417 million in corporate cash and Liberty's rights in and to a revenue sharing agreement relating to the carriage of CNBC ("CNBC Agreement"). The shares were exchanged at the market price of the respective shares on the date of the transaction. These shares were obtained pursuant to special approval from the Company's Board of Directors and were not considered repurchases under the share repurchase program discussed above, and as a result, this transaction did not affect the remaining authorized amounts available under such program.
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December 31,
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||||||||||||||
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2013
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2012
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2011
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2010
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2009
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||||||
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amounts in millions
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||||||||||||||
Summary Balance Sheet Data:
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||||||
Cash
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$
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1,088
|
|
|
603
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|
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970
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1,773
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|
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3,687
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|
Investments in available-for-sale securities and other cost investments
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$
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1,324
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|
|
1,392
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|
|
1,859
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|
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4,550
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|
|
3,386
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|
Investment in affiliates, accounted for using the equity method (1)
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$
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3,299
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|
|
3,341
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|
|
563
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|
|
49
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|
|
127
|
|
Assets of discontinued operations (2)
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$
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—
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|
|
2,112
|
|
|
2,582
|
|
|
1,828
|
|
|
1,980
|
|
Total assets
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$
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34,542
|
|
|
8,325
|
|
|
7,719
|
|
|
10,771
|
|
|
11,475
|
|
Current portion of debt
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$
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777
|
|
|
—
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|
|
750
|
|
|
—
|
|
|
1,135
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Long-term debt
|
$
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4,778
|
|
|
—
|
|
|
—
|
|
|
2,033
|
|
|
2,386
|
|
Deferred tax liabilities, noncurrent
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$
|
2,312
|
|
|
817
|
|
|
376
|
|
|
1
|
|
|
728
|
|
Stockholders' equity
|
$
|
14,081
|
|
|
6,440
|
|
|
5,259
|
|
|
5,005
|
|
|
3,309
|
|
Noncontrolling interest (1)
|
$
|
9,801
|
|
|
(8
|
)
|
|
(10
|
)
|
|
—
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|
|
1
|
|
|
Years ended December 31,
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|||||||||||||||
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2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||
|
amounts in millions, except per share amounts
|
|||||||||||||||
Summary Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue (3)
|
$
|
4,002
|
|
|
368
|
|
|
1,409
|
|
|
721
|
|
|
296
|
|
|
Operating income (loss) (3)
|
$
|
814
|
|
|
(80
|
)
|
|
531
|
|
|
(165
|
)
|
|
(223
|
)
|
|
Interest expense
|
$
|
(132
|
)
|
|
(7
|
)
|
|
(16
|
)
|
|
(79
|
)
|
|
(132
|
)
|
|
Share of earnings (loss) of affiliates, net
|
$
|
(32
|
)
|
|
1,346
|
|
|
87
|
|
|
(98
|
)
|
|
(52
|
)
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
$
|
295
|
|
|
230
|
|
|
70
|
|
|
262
|
|
|
(29
|
)
|
|
Gains (losses) on dispositions, net
|
$
|
7,978
|
|
|
22
|
|
|
1
|
|
|
36
|
|
|
242
|
|
|
Earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders (4)
|
|
|
|
|
|
|
|
|
|
|||||||
Liberty common stock
|
$
|
8,780
|
|
|
1,160
|
|
|
633
|
|
|
787
|
|
|
188
|
|
|
Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
(39
|
)
|
|
(18
|
)
|
|
5
|
|
||
|
$
|
8,780
|
|
|
1,160
|
|
|
594
|
|
|
769
|
|
|
193
|
|
|
Basic earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (5):
|
|
|
|
|
|
|
|
|
|
|||||||
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Series A and Series B Liberty common stock
|
$
|
74.41
|
|
|
9.67
|
|
|
7.45
|
|
|
8.74
|
|
|
1.96
|
|
|
Series A and Series B Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
(0.76
|
)
|
|
(0.36
|
)
|
|
0.01
|
|
|
Diluted earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (5):
|
|
|
|
|
|
|
|
|
|
|||||||
|
Series A and Series B Liberty common stock
|
$
|
73.17
|
|
|
9.35
|
|
|
7.19
|
|
|
8.46
|
|
|
1.94
|
|
|
Series A and Series B Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
(0.77
|
)
|
|
(0.36
|
)
|
|
0.01
|
|
(1)
|
As discussed in note 9 in the accompanying consolidated financial statements, during the year ended December 31, 2012, Liberty acquired an additional 312.5 million shares of SIRIUS XM in the open market for $769 million. Additionally, Liberty settled a forward contract and purchased an additional 302.2 million shares of SIRIUS XM for $649 million. SIRIUS XM recognized a $3.0 billion tax benefit during the year ended December 31, 2012. SIRIUS XM recorded the tax benefit as the result of significant positive evidence that a valuation allowance was no longer necessary for its recorded deferred tax assets. The Company recognized its portion of this benefit ($1,229 million) based on our ownership percentage at the time of the recognition of the deferred tax benefit by SIRIUS XM. On January
|
(2)
|
In January 2013, the entity then known as Liberty Media Corporation (now named Starz) spun-off (the “Spin-Off”) its then-former wholly owned subsidiary, now known as Liberty Media Corporation, which, at the time of the Spin-Off, held all of the businesses, assets and liabilities of Starz not associated with Starz, LLC (with the exception of the Starz, LLC office building). The transaction was effected as a pro-rata dividend of shares of Liberty to the stockholders of Starz. Due to the relative significance of Liberty to Starz (the legal spinnor) and senior management's continued involvement with Liberty following the Spin-Off, Liberty is treated as the "accounting successor" to Starz for financial reporting purposes, notwithstanding the legal form of the Spin-Off previously described. Therefore, the historical financial statements of the company formerly known as Liberty Media Corporation continue to be the historical financial statements of Liberty, and Starz, LLC is presented as discontinued operations for all periods prior to the completion of the Spin-Off. Due to the short period between December 31, 2012 and the distribution date, Liberty did not record any results for Starz in discontinued operations for the statement of operations for the year ended December 31, 2013 due to the insignificance of such amounts for that period.
|
(3)
|
In 2011 TruePosition recognized $1,029 million of previously deferred revenue and $409 million of deferred costs associated with two separate contracts.
|
(4)
|
Earnings (loss) from continuing operations attributable to Liberty stockholders were allocated to the Liberty Starz Group and Liberty Capital Group for all the periods prior to the
conversion of each share of Liberty Starz common stock for 0.88129 of a share of the corresponding series of Liberty Capital common stock, with cash paid in lieu of fractional shares on November 28, 2011
based on businesses and assets attributed to each respective group at the time prior to any corporate transactions between the groups.
|
(5)
|
Basic and diluted earnings per share have been calculated for Liberty Capital and Liberty Starz common stock, prior to the Split-Off date, based on the earnings attributable to the businesses and assets to the respective groups divided by the weighted average shares on an as if converted basis for the periods assuming a 1 to 1 exchange ratio for the Split-Off.
|
•
|
The acquisition and pricing of unique or compelling programming;
|
•
|
Increased penetration in the secondary car market;
|
•
|
The introduction of new features or services;
|
•
|
Significant new or enhanced distribution arrangements;
|
•
|
Investments in infrastructure, such as satellites, terrestrial repeater networks, equipment or radio spectrum; and
|
•
|
Acquisitions of other businesses, including acquisitions that are not directly related to its satellite radio business.
|
•
|
Its ability to convince owners and lessees of new and previously owned vehicles that include satellite radios to purchase subscriptions to its service;
|
•
|
Potential loss of subscribers due to economic conditions and competition from other entertainment providers;
|
•
|
Competition for both listeners and advertisers, including providers of radio and other audio services;
|
•
|
The operational performance of its satellites;
|
•
|
The effectiveness of integration of acquired businesses and assets into its operations;
|
•
|
The performance of its manufacturers, programming providers, vendors, and retailers; and
|
•
|
Unfavorable changes in legislation.
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Revenue
|
|
|
|
|
|
||||
SIRIUS XM
|
$
|
3,625
|
|
|
NA
|
|
|
NA
|
|
Corporate and other
|
377
|
|
|
368
|
|
|
1,409
|
|
|
|
$
|
4,002
|
|
|
368
|
|
|
1,409
|
|
Adjusted OIBDA
|
|
|
|
|
|
||||
SIRIUS XM
|
1,289
|
|
|
NA
|
|
|
NA
|
|
|
Corporate and other
|
33
|
|
|
8
|
|
|
609
|
|
|
|
$
|
1,322
|
|
|
8
|
|
|
609
|
|
Operating Income (Loss)
|
|
|
|
|
|
||||
SIRIUS XM
|
878
|
|
|
NA
|
|
|
NA
|
|
|
Corporate and other
|
(64
|
)
|
|
(80
|
)
|
|
531
|
|
|
|
$
|
814
|
|
|
(80
|
)
|
|
531
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Other income (expense):
|
|
|
|
|
|
||||
Interest expense
|
$
|
(132
|
)
|
|
(7
|
)
|
|
(16
|
)
|
Dividend and interest income
|
48
|
|
|
76
|
|
|
77
|
|
|
Share of earnings (losses) of affiliates
|
(32
|
)
|
|
1,346
|
|
|
87
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
295
|
|
|
230
|
|
|
70
|
|
|
Gains (losses) on transactions, net
|
7,978
|
|
|
22
|
|
|
1
|
|
|
Other, net
|
(115
|
)
|
|
42
|
|
|
8
|
|
|
|
$
|
8,042
|
|
|
1,709
|
|
|
227
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Charter
|
$
|
(83
|
)
|
|
NA
|
|
|
NA
|
|
SIRIUS XM
|
8
|
|
|
1,367
|
|
|
94
|
|
|
Live Nation
|
(18
|
)
|
|
(45
|
)
|
|
(22
|
)
|
|
SIRIUS XM Canada
|
7
|
|
|
NA
|
|
|
NA
|
|
|
Other
|
54
|
|
|
24
|
|
|
15
|
|
|
|
$
|
(32
|
)
|
|
1,346
|
|
|
87
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Fair Value Option Securities
|
$
|
306
|
|
|
310
|
|
|
254
|
|
Debt instruments (1)
|
(17
|
)
|
|
—
|
|
|
(85
|
)
|
|
Other derivatives
|
6
|
|
|
(80
|
)
|
|
(99
|
)
|
|
|
$
|
295
|
|
|
230
|
|
|
70
|
|
(1)
|
Prior to the Split-Off, all the Exchangeable Senior Debentures were transferred to Liberty Interactive through reattributions in 2011 and prior years. The loss in 2013 is attributable to the change in fair value of $1 billion aggregate principal amount of 1.375% Cash Convertible Senior Notes due 2023 ("Convertible Notes") issued on October 17, 2013 during the period.
|
•
|
During 2013, our effective tax rate was lower than the federal tax rate of 35% primarily due to the recognition of a
$7.5 billion
gain on the consolidation of SIRIUS XM on January 18, 2013, which was not subject to tax, and the gain recognized on a non-taxable exchange of one of our consolidated subsidiaries on October 4, 2013, in exchange for Liberty shares.
|
•
|
During 2012, our effective tax rate was lower than the federal tax rate of 35% primarily due to tax benefits related to a change in valuation allowance and dividends received deductions offset slightly by state income taxes.
|
•
|
During the fourth quarter of 2011, we recognized previously unrecognized tax benefits of $104 million as we reached an agreement with the IRS with respect to all disputed items reported on our 2010 income tax return.
|
|
Cash and Cash Equivalents
|
|
Unencumbered Fair Value Option AFS Securities
|
|||
|
amounts in millions
|
|||||
Corporate and other
|
$
|
953
|
|
|
542
|
|
SIRIUS XM
|
$
|
135
|
|
|
—
|
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
Cash Flow Information
|
amounts in millions
|
|||||||||
|
Net cash provided (used) by operating activities
|
$
|
1,236
|
|
|
(29
|
)
|
|
(78
|
)
|
|
Net cash provided (used) by investing activities
|
$
|
(2,764
|
)
|
|
224
|
|
|
(270
|
)
|
|
Net cash provided (used) by financing activities
|
$
|
813
|
|
|
(1,162
|
)
|
|
(455
|
)
|
|
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)
|
$
|
5,541
|
|
|
749
|
|
|
681
|
|
|
461
|
|
|
3,650
|
|
|
Interest payments (2)
|
1,360
|
|
|
233
|
|
|
339
|
|
|
319
|
|
|
469
|
|
||
Programming fees (3)
|
801
|
|
|
245
|
|
|
315
|
|
|
133
|
|
|
108
|
|
||
Operating lease obligations
|
675
|
|
|
45
|
|
|
91
|
|
|
75
|
|
|
464
|
|
||
Employment agreements
|
133
|
|
|
52
|
|
|
63
|
|
|
18
|
|
|
—
|
|
||
Purchase orders and other obligations (4)
|
333
|
|
|
124
|
|
|
81
|
|
|
49
|
|
|
79
|
|
||
|
Total consolidated
|
$
|
8,843
|
|
|
1,448
|
|
|
1,570
|
|
|
1,055
|
|
|
4,770
|
|
(1)
|
Amounts are stated at the face amount at maturity of our debt instruments and may differ from the amounts stated in our consolidated balance sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have elements which are reported at fair value in our consolidated balance sheet. Amounts include capital lease obligations. Amounts do not assume additional borrowings or refinancings of existing debt.
|
(2)
|
Amounts (i) are based on our outstanding debt at December 31, 2013, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2013 rates and (iii) assume that our existing debt is repaid at maturity.
|
(3)
|
SIRIUS XM has entered into various programming agreements under which SIRIUS XM's obligations include fixed payments, advertising commitments and revenue sharing arrangements. Future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in the table above.
|
(4)
|
Includes TruePosition open purchase orders and other guarantees and SIRIUS XM satellite and transmission, marketing and distribution, satellite incentive payments, and other contractual commitments. SIRIUS XM satellite and transmission commitments are attributable to agreements with third parties to operate and maintain the off-site satellite telemetry, tracking and control facilities and certain components of its terrestrial repeater networks. SIRIUS XM marketing and distribution commitments primarily relate to payments to sponsors, retailers, automakers and radio manufacturers pursuant to marketing, sponsorship and distribution agreements to promote the SIRIUS XM brand. Boeing Satellite Systems International, Inc. and Space Systems/Loral, the manufacturers of SIRIUS XM's in-orbit satellites, may be entitled to future in-orbit satellite incentive performance payments based on the expected operating performance of the satellites exceeding their fifteen-year design life. Boeing may also be entitled to an additional $10 million if the XM-4 satellite continues to operate above baseline specifications during the five years beyond the satellite’s fifteen-year design life. Additionally, SIRIUS XM has entered into various agreements with third parties for general operating purposes.
|
|
Goodwill
|
|
FCC Licenses
|
|
Other
|
|
Total
|
|||||
SIRIUS XM
|
$
|
14,165
|
|
|
8,600
|
|
|
930
|
|
|
23,695
|
|
Other
|
200
|
|
|
—
|
|
|
143
|
|
|
343
|
|
|
Consolidated
|
$
|
14,365
|
|
|
8,600
|
|
|
1,073
|
|
|
24,038
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Subscriber revenue
|
$
|
3,285
|
|
|
2,963
|
|
|
2,595
|
|
Other revenue
|
514
|
|
|
439
|
|
|
420
|
|
|
Total revenue
|
3,799
|
|
|
3,402
|
|
|
3,015
|
|
|
Operating expenses (excluding stock-based compensation included below):
|
|||||||||
Cost of subscriber services
|
(1,380
|
)
|
|
(1,218
|
)
|
|
(1,112
|
)
|
|
Subscriber acquisition costs
|
(496
|
)
|
|
(475
|
)
|
|
(434
|
)
|
|
Other operating expenses
|
(51
|
)
|
|
(42
|
)
|
|
(49
|
)
|
|
Selling, general and administrative expenses
|
(505
|
)
|
|
(465
|
)
|
|
(424
|
)
|
|
Adjusted OIBDA
|
1,367
|
|
|
1,202
|
|
|
996
|
|
|
Stock-based compensation
|
(69
|
)
|
|
(64
|
)
|
|
(52
|
)
|
|
Depreciation and amortization
|
(253
|
)
|
|
(266
|
)
|
|
(268
|
)
|
|
Operating income
|
$
|
1,045
|
|
|
872
|
|
|
676
|
|
|
|
Year ended December 31, 2013
|
||||||||||
|
|
As reported by SIRIUS XM
|
|
Purchase Accounting Adjustments
|
|
Elimination for Equity Method Accounting (17 days)
|
|
As reported by Liberty
|
||||
|
|
|||||||||||
Subscriber revenue
|
|
3,285
|
|
|
(8
|
)
|
|
(146
|
)
|
|
3,131
|
|
Other revenue
|
|
514
|
|
|
—
|
|
|
(20
|
)
|
|
494
|
|
Total revenue
|
|
3,799
|
|
|
(8
|
)
|
|
(166
|
)
|
|
3,625
|
|
Operating expenses (excluding stock-based compensation included below):
|
||||||||||||
Cost of subscriber services
|
|
(1,380
|
)
|
|
12
|
|
|
60
|
|
|
(1,308
|
)
|
Subscriber acquisition costs
|
|
(496
|
)
|
|
(15
|
)
|
|
20
|
|
|
(491
|
)
|
Other operating expenses
|
|
(51
|
)
|
|
—
|
|
|
3
|
|
|
(48
|
)
|
Selling, general and administrative expenses
|
|
(505
|
)
|
|
(6
|
)
|
|
22
|
|
|
(489
|
)
|
Adjusted OIBDA
|
|
1,367
|
|
|
(17
|
)
|
|
(61
|
)
|
|
1,289
|
|
Stock-based compensation
|
|
(69
|
)
|
|
(67
|
)
|
|
3
|
|
|
(133
|
)
|
Depreciation and amortization
|
|
(253
|
)
|
|
(37
|
)
|
|
12
|
|
|
(278
|
)
|
Operating income
|
|
1,045
|
|
|
(121
|
)
|
|
(46
|
)
|
|
878
|
|
Variable rate debt
|
|
Fixed rate debt
|
||||||||||
Principal
amount
|
|
Weighted avg
interest rate
|
|
Principal
amount
|
|
Weighted avg
interest rate
|
||||||
dollar amounts in millions
|
||||||||||||
$
|
1,380
|
|
|
2.9
|
%
|
|
$
|
4,161
|
|
|
4.5
|
%
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
|
|
|
|
|||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Assets
|
|
|
|
|||
Current assets:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
1,088
|
|
|
603
|
|
Trade and other receivables, net
|
206
|
|
|
25
|
|
|
Deferred income tax assets (note 12)
|
916
|
|
|
13
|
|
|
Other current assets
|
284
|
|
|
198
|
|
|
Assets of discontinued operations - current (note 5)
|
—
|
|
|
1,372
|
|
|
Total current assets
|
2,494
|
|
|
2,211
|
|
|
Investments in available-for-sale securities and other cost investments (note 8)
|
1,324
|
|
|
1,392
|
|
|
Investments in affiliates, accounted for using the equity method (note 9)
|
3,299
|
|
|
3,341
|
|
|
|
|
|
|
|||
Property and equipment, at cost
|
2,149
|
|
|
329
|
|
|
Accumulated depreciation
|
(341
|
)
|
|
(172
|
)
|
|
|
1,808
|
|
|
157
|
|
|
|
|
|
|
|||
Intangible assets not subject to amortization (note 10)
|
|
|
|
|||
Goodwill
|
14,365
|
|
|
200
|
|
|
FCC licenses
|
8,600
|
|
|
—
|
|
|
Other
|
1,073
|
|
|
144
|
|
|
|
24,038
|
|
|
344
|
|
|
Intangible assets subject to amortization, net (note 10)
|
1,200
|
|
|
108
|
|
|
Other assets, at cost, net of accumulated amortization
|
379
|
|
|
32
|
|
|
Assets of discontinued operations (note 5)
|
—
|
|
|
740
|
|
|
Total assets
|
$
|
34,542
|
|
|
8,325
|
|
|
|
|
|
|||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Liabilities and Equity
|
|
|
|
|||
Current liabilities:
|
|
|
|
|||
Accounts payable and accrued liabilities
|
$
|
670
|
|
|
34
|
|
Current portion of debt (note 11)
|
777
|
|
|
—
|
|
|
Deferred revenue
|
1,575
|
|
|
24
|
|
|
Other current liabilities
|
150
|
|
|
33
|
|
|
Liabilities of discontinued operations - current (note 5)
|
—
|
|
|
294
|
|
|
Total current liabilities
|
3,172
|
|
|
385
|
|
|
Long-term debt, including $1,002 million and none measured at fair value, respectively (note 11)
|
4,778
|
|
|
—
|
|
|
Deferred revenue
|
164
|
|
|
37
|
|
|
Deferred income tax liabilities (note 12)
|
2,312
|
|
|
817
|
|
|
Other liabilities
|
234
|
|
|
89
|
|
|
Liabilities of discontinued operations (note 5)
|
—
|
|
|
565
|
|
|
Total liabilities
|
10,660
|
|
|
1,893
|
|
|
Stockholders' equity (notes 13, 15 and 17):
|
|
|
|
|||
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued
|
—
|
|
|
—
|
|
|
Series A common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 104,421,488 and 111,852,001 shares at December 31, 2013 and 2012, respectively
|
1
|
|
|
1
|
|
|
Series B common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 9,876,178 and 9,886,838 shares at December 31, 2013 and 2012, respectively
|
—
|
|
|
—
|
|
|
Series C common stock, $.01 par value. Authorized 2,000,000,000 shares; zero issued and outstanding shares at December 31, 2013 and 2012, respectively
|
—
|
|
|
—
|
|
|
Additional paid-in capital
|
2,217
|
|
|
3,348
|
|
|
Accumulated other comprehensive earnings, net of taxes
|
4
|
|
|
12
|
|
|
Retained earnings
|
11,859
|
|
|
3,079
|
|
|
Total stockholders' equity
|
14,081
|
|
|
6,440
|
|
|
Noncontrolling interests in equity of subsidiaries
|
9,801
|
|
|
(8
|
)
|
|
Total equity
|
23,882
|
|
|
6,432
|
|
|
Commitments and contingencies (note 18)
|
|
|
|
|||
Total liabilities and equity
|
$
|
34,542
|
|
|
8,325
|
|
|
|
|
|
|
|
||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions,
|
||||||||
|
except per share amounts
|
||||||||
Revenue:
|
|
|
|
|
|
||||
Subscriber revenue
|
$
|
3,131
|
|
|
—
|
|
|
—
|
|
Other revenue
|
871
|
|
|
368
|
|
|
1,409
|
|
|
Total revenue
|
4,002
|
|
|
368
|
|
|
1,409
|
|
|
Operating costs and expenses, including stock-based compensation (note 3):
|
|
|
|
|
|
||||
Cost of subscriber services (exclusive of depreciation shown separately below):
|
|
|
|
|
|
||||
Revenue and share royalties
|
679
|
|
|
—
|
|
|
—
|
|
|
Programming and content
|
243
|
|
|
—
|
|
|
—
|
|
|
Customer service and billing
|
308
|
|
|
—
|
|
|
—
|
|
|
Other
|
104
|
|
|
—
|
|
|
—
|
|
|
Subscriber acquisition costs
|
491
|
|
|
—
|
|
|
—
|
|
|
Other operating expenses
|
284
|
|
|
230
|
|
|
674
|
|
|
Selling, general and administrative expenses
|
764
|
|
|
176
|
|
|
151
|
|
|
Depreciation and amortization
|
315
|
|
|
42
|
|
|
53
|
|
|
|
3,188
|
|
|
448
|
|
|
878
|
|
|
Operating income (loss)
|
814
|
|
|
(80
|
)
|
|
531
|
|
|
Other income (expense):
|
|
|
|
|
|
||||
Interest expense
|
(132
|
)
|
|
(7
|
)
|
|
(16
|
)
|
|
Dividend and interest income
|
48
|
|
|
76
|
|
|
77
|
|
|
Share of earnings (losses) of affiliates, net (note 9)
|
(32
|
)
|
|
1,346
|
|
|
87
|
|
|
Realized and unrealized gains (losses) on financial instruments, net (note 7)
|
295
|
|
|
230
|
|
|
70
|
|
|
Gains (losses) on transactions, net (notes 4, 13)
|
7,978
|
|
|
22
|
|
|
1
|
|
|
Other, net (notes 9, 18)
|
(115
|
)
|
|
42
|
|
|
8
|
|
|
|
8,042
|
|
|
1,709
|
|
|
227
|
|
|
Earnings (loss) from continuing operations before income taxes
|
8,856
|
|
|
1,629
|
|
|
758
|
|
|
Income tax (expense) benefit (note 12)
|
135
|
|
|
(469
|
)
|
|
(165
|
)
|
|
Net earnings (loss) from continuing operations
|
8,991
|
|
|
1,160
|
|
|
593
|
|
|
Earnings (loss) from discontinued operations, net of taxes (notes 1, 5)
|
—
|
|
|
252
|
|
|
239
|
|
|
Net earnings (loss)
|
8,991
|
|
|
1,412
|
|
|
832
|
|
|
Less net earnings (loss) attributable to the noncontrolling interests
|
211
|
|
|
(2
|
)
|
|
(4
|
)
|
|
Net earnings (loss) attributable to Liberty stockholders
|
$
|
8,780
|
|
|
1,414
|
|
|
836
|
|
|
|
|
|
|
|
||||
Net earnings (loss) attributable to Liberty stockholders:
|
|
|
|
|
|
||||
Liberty common stock
|
8,780
|
|
|
1,414
|
|
|
607
|
|
|
Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
229
|
|
|
|
$
|
8,780
|
|
|
1,414
|
|
|
836
|
|
|
|
|
|
|
|
Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (note 3):
|
|
|
|
|
|
||||
Series A and Series B Liberty common stock
|
$
|
74.41
|
|
|
9.67
|
|
|
7.45
|
|
Series A and Series B Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
(0.76
|
)
|
|
Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (note 3):
|
|
|
|
|
|
||||
Series A and Series B Liberty common stock
|
$
|
73.17
|
|
|
9.35
|
|
|
7.19
|
|
Series A and Series B Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
(0.77
|
)
|
|
Basic net earnings (loss) attributable to Liberty stockholders per common share (note 3):
|
|
|
|
|
|
|
|
||
Series A and Series B Liberty common stock
|
$
|
74.41
|
|
|
11.78
|
|
|
7.14
|
|
Series A and Series B Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
4.49
|
|
|
Diluted net earnings (loss) attributable to Liberty stockholders per common share (note 3):
|
|
|
|
|
|
|
|
||
Series A and Series B Liberty common stock
|
$
|
73.17
|
|
|
11.40
|
|
|
6.90
|
|
Series A and Series B Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
4.32
|
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Net earnings (loss)
|
$
|
8,991
|
|
|
1,412
|
|
|
832
|
|
Other comprehensive earnings (loss), net of taxes:
|
|
|
|
|
|
||||
Unrealized holding gains (losses) arising during the period
|
10
|
|
|
(3
|
)
|
|
(24
|
)
|
|
Recognition of previously unrealized (gains) losses on available-for-sale securities, net
|
(25
|
)
|
|
(13
|
)
|
|
—
|
|
|
Other, net
|
4
|
|
|
—
|
|
|
2
|
|
|
Other comprehensive earnings (loss) from discontinued operations
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
Other comprehensive earnings (loss)
|
(11
|
)
|
|
(17
|
)
|
|
(25
|
)
|
|
Comprehensive earnings (loss)
|
8,980
|
|
|
1,395
|
|
|
807
|
|
|
Less comprehensive earnings (loss) attributable to the noncontrolling interests
|
211
|
|
|
(2
|
)
|
|
(4
|
)
|
|
Comprehensive earnings (loss) attributable to Liberty stockholders
|
$
|
8,769
|
|
|
1,397
|
|
|
811
|
|
Comprehensive earnings (loss) attributable to Liberty stockholders:
|
|
|
|
|
|
||||
Liberty common stock
|
8,769
|
|
|
1,397
|
|
|
584
|
|
|
Liberty Starz common stock
|
NA
|
|
|
NA
|
|
|
227
|
|
|
|
$
|
8,769
|
|
|
1,397
|
|
|
811
|
|
|
|
|
|
|
|
||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
|
(see note 6)
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net earnings (loss)
|
$
|
8,991
|
|
|
1,412
|
|
|
832
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||
Earnings from discontinued operations
|
—
|
|
|
(252
|
)
|
|
(239
|
)
|
|
Depreciation and amortization
|
315
|
|
|
42
|
|
|
53
|
|
|
Stock-based compensation
|
193
|
|
|
46
|
|
|
25
|
|
|
Cash payments for stock-based compensation
|
(2
|
)
|
|
(19
|
)
|
|
(14
|
)
|
|
Excess tax benefit from stock-based compensation
|
(6
|
)
|
|
(142
|
)
|
|
(9
|
)
|
|
Noncash interest expense
|
(62
|
)
|
|
(2
|
)
|
|
2
|
|
|
Share of (earnings) loss of affiliates, net
|
32
|
|
|
(1,346
|
)
|
|
(87
|
)
|
|
Realized and unrealized (gains) losses on financial instruments, net
|
(295
|
)
|
|
(230
|
)
|
|
(70
|
)
|
|
Losses (gains) on transactions, net
|
(7,978
|
)
|
|
(22
|
)
|
|
(1
|
)
|
|
Losses (gains) on early extinguishment of debt
|
21
|
|
|
—
|
|
|
—
|
|
|
Deferred income tax expense (benefit)
|
(172
|
)
|
|
465
|
|
|
42
|
|
|
Other noncash charges (credits), net
|
90
|
|
|
(32
|
)
|
|
(607
|
)
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
||||
Current and other assets
|
187
|
|
|
18
|
|
|
(52
|
)
|
|
Payables and other liabilities
|
(78
|
)
|
|
33
|
|
|
47
|
|
|
Net cash provided (used) by operating activities
|
1,236
|
|
|
(29
|
)
|
|
(78
|
)
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||
Cash (paid) for acquisitions, net of cash acquired
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
Cash proceeds from dispositions
|
80
|
|
|
766
|
|
|
17
|
|
|
Proceeds (payments) from settlement of financial instruments, net
|
(59
|
)
|
|
(9
|
)
|
|
—
|
|
|
Investments in and loans to cost and equity investees
|
(2,585
|
)
|
|
(1,716
|
)
|
|
(350
|
)
|
|
Repayment of loans by cost and equity investees
|
81
|
|
|
110
|
|
|
217
|
|
|
Return of investment in equity method affiliate
|
—
|
|
|
165
|
|
|
—
|
|
|
Capital expended for property and equipment
|
(207
|
)
|
|
(16
|
)
|
|
(7
|
)
|
|
Purchases of short term investments and other martketable securities
|
(178
|
)
|
|
(393
|
)
|
|
(732
|
)
|
|
Sales of short term investments and other marketable securities
|
229
|
|
|
625
|
|
|
1,009
|
|
|
Net (increase) decrease in restricted cash
|
—
|
|
|
700
|
|
|
(157
|
)
|
|
Reattribution of cash to Liberty Interactive
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
Other investing activities, net
|
(8
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
Net cash provided (used) by investing activities
|
(2,764
|
)
|
|
224
|
|
|
(270
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||
Borrowings of debt
|
5,923
|
|
|
—
|
|
|
—
|
|
|
Repayments of debt
|
(2,779
|
)
|
|
(750
|
)
|
|
—
|
|
|
Repurchases of Liberty common stock
|
(140
|
)
|
|
(323
|
)
|
|
(465
|
)
|
|
Cash included in exchange transaction
|
(429
|
)
|
|
—
|
|
|
—
|
|
|
Shares issued by subsidiary
|
21
|
|
|
—
|
|
|
—
|
|
|
Shares repurchased by subsidiary
|
(1,602
|
)
|
|
—
|
|
|
—
|
|
|
Proceeds (payments) from issuances and settlements of financial instruments, net
|
(299
|
)
|
|
(54
|
)
|
|
4
|
|
|
Issuance of warrants
|
170
|
|
|
—
|
|
|
—
|
|
|
Taxes paid in lieu of shares issued for stock-based compensation
|
(51
|
)
|
|
(181
|
)
|
|
(9
|
)
|
|
Excess tax benefit from stock-based compensation
|
6
|
|
|
142
|
|
|
9
|
|
|
Other financing activities, net
|
(7
|
)
|
|
4
|
|
|
6
|
|
|
Net cash provided (used) by financing activities
|
813
|
|
|
(1,162
|
)
|
|
(455
|
)
|
|
Net cash provided (used) by discontinued operations:
|
|
|
|
|
|
||||
Cash provided (used) by operating activities
|
—
|
|
|
265
|
|
|
354
|
|
|
Cash provided (used) by investing activities
|
—
|
|
|
(10
|
)
|
|
(4
|
)
|
|
Cash provided (used) by financing activities
|
550
|
|
|
(5
|
)
|
|
433
|
|
|
Change in available cash held by discontinued operations
|
650
|
|
|
350
|
|
|
(783
|
)
|
|
Net cash provided (used) by discontinued operations
|
1,200
|
|
|
600
|
|
|
—
|
|
|
|
|
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
485
|
|
|
(367
|
)
|
|
(803
|
)
|
|
Cash and cash equivalents at beginning of period
|
603
|
|
|
970
|
|
|
1,773
|
|
|
Cash and cash equivalents at end of period
|
$
|
1,088
|
|
|
603
|
|
|
970
|
|
|
Stockholders' equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
Liberty
|
|
Liberty
Starz
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
|
Preferred Stock
|
|
Series A
|
|
Series B
|
|
Series C
|
|
Series A
|
|
Series B
|
|
Additional Paid-in Capital
|
|
Parent's
Investment
|
|
Accumulated
other
comprehensive
earnings
|
|
Retained
earnings
|
|
Noncontrolling
interest in
equity of
subsidiaries
|
|
Total equity
|
||||||||||||||||||||||||
|
amounts in millions
|
|||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2011
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,117
|
|
|
$
|
54
|
|
|
$
|
829
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|
(4
|
)
|
|
832
|
|
||||||||||||
Other comprehensive earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||||||||||
Stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||||||||
Minimum withholding taxes on net share settlements of stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||||||||
Excess tax benefits on stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||||||||
Issuance of common stock upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||||||||
Series A Liberty stock repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
(213
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(365
|
)
|
||||||||||||
Series A Liberty Starz stock repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||||||||||
Impact of reattribution with Liberty Interactive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||||||||||
Transfer of tax attributes to Liberty Interactive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
||||||||||||
Change in capitalization in connection with Split-Off
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,808
|
|
|
(3,809
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Sale of noncontrolling interest, net of tax impacts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(106
|
)
|
||||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||||||||
Balance at December 31, 2011
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,564
|
|
|
—
|
|
|
29
|
|
|
1,665
|
|
|
(10
|
)
|
|
5,249
|
|
||||||||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,414
|
|
|
(2
|
)
|
|
1,412
|
|
||||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||||||||
Stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||||||||||
Minimum withholding taxes on net share settlements of stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
||||||||||||
Excess tax benefits on stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
||||||||||||
Stock issued upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||||||||
Series A Liberty stock repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
||||||||||||
Non-cash benefit from reversal of contingent liability (note 18)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
||||||||||||
Balance at December 31, 2012
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,348
|
|
|
—
|
|
|
12
|
|
|
3,079
|
|
|
(8
|
)
|
|
6,432
|
|
||||||||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,780
|
|
|
211
|
|
|
8,991
|
|
|
Stockholders' equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
Liberty
|
|
Liberty
Starz
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
|
Preferred Stock
|
|
Series A
|
|
Series B
|
|
Series C
|
|
Series A
|
|
Series B
|
|
Additional Paid-in Capital
|
|
Parent's
Investment
|
|
Accumulated
other
comprehensive
earnings
|
|
Retained
earnings
|
|
Noncontrolling
interest in
equity of
subsidiaries
|
|
Total equity
|
||||||||||||||||||||||||
|
amounts in millions
|
|||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||||||||
Stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
203
|
|
||||||||||||
Minimum withholding taxes on net share settlements of stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
||||||||||||
Series A Liberty stock repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
||||||||||||
Shares repurchased by subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,442
|
)
|
|
(1,602
|
)
|
||||||||||||
Shares issued by subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
66
|
|
||||||||||||
Shares acquired in disposition of subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(937
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(937
|
)
|
||||||||||||
Issuance of warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170
|
|
||||||||||||
Non-controlling interest recognized with acquisition of a controlling interest in a subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,841
|
|
|
10,841
|
|
||||||||||||
Distribution to stockholders for spin-off of Starz
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|
(80
|
)
|
||||||||||||
Balance at December 31, 2013
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,217
|
|
|
—
|
|
|
4
|
|
|
11,859
|
|
|
9,801
|
|
|
23,882
|
|
|
|
Estimated Useful Life
|
|
December 31, 2013
|
|
December 31, 2012
|
|||
|
|
|
|
amounts in millions
|
|||||
Land
|
NA
|
|
$
|
59
|
|
|
13
|
|
|
Buildings and improvements
|
10 - 40 years
|
|
157
|
|
|
149
|
|
||
Support equipment
|
3 - 20 years
|
|
257
|
|
|
167
|
|
||
Satellite system
|
2 - 15 years
|
|
1,573
|
|
|
—
|
|
||
Construction in progress
|
NA
|
|
103
|
|
|
—
|
|
||
|
Total property and equipment
|
|
|
$
|
2,149
|
|
|
329
|
|
•
|
Revenue from SIRIUS XM subscribers is recognized as it is realized or realizable and earned. Subscription fees are recognized as services are provided. Prepaid subscription fees received from certain automakers are recorded as deferred revenue and amortized to revenue ratably over the service period which commences upon retail sale and activation. A portion of subscription revenue earned from subscribers is shared with certain automakers. Such shared revenue is recorded as an expense and not as a reduction to revenue.
|
•
|
SIRIUS XM recognizes revenue from the sale of advertising as the advertising is broadcast. Agency fees are calculated based on a stated percentage applied to gross billing revenue for advertising inventory and are reported as a reduction of advertising revenue. Advertising revenue is recorded gross of revenue share payments made to certain third parties, which are recorded to Revenue share and royalties during the period in which the advertising is broadcast.
|
•
|
Equipment revenue and royalties from the sale of satellite radios, components and accessories are recognized upon shipment, net of discounts and rebates. Shipping and handling costs billed to customers are recorded as revenue. Shipping and handling costs associated with shipping goods to customers are reported as a component of Cost of subscriber services.
|
•
|
Certain revenue arrangements contain multiple products, services and right to use assets, such as SIRIUS XM's bundled subscription plans. The applicable accounting guidance requires that such multiple deliverable revenue arrangements be divided into separate units of accounting if the deliverables in the arrangement meet certain criteria. Consideration is allocated at the inception of the arrangement to all deliverables based on their relative selling price, which is determined using vendor specific objective evidence of the selling price of self-pay customers.
|
•
|
TruePosition earns revenue from the sale and licensing of equipment with embedded software and related service and maintenance. For contracts entered into prior to the adoption of new revenue accounting guidance with multiple element arrangements with vendor specific objective evidence, the Company recognized revenue for each specific element when the earnings process was complete. If vendor specific objective evidence did not exist, revenue was deferred and recognized on a straight-line basis over the remaining term of the maintenance period after all other elements had been delivered. The Company adopted revenue accounting guidance prospectively (see discussion below) so subsequent to January 1, 2011 any new contracts or materially modifed contracts with multiple element arrangements are accounted for based on the relative fair value of each separate element and recognized as earned.
|
•
|
Revenue for ticket sales, local radio and television rights, signage and suites are recognized on a per game basis during the baseball season based on a pro rata share of total revenue earned during the entire baseball season to the total number of home games during the season. Concession revenue is recognized as commissions are earned from the sale of food and beverage at the stadium in accordance with agreements with the Company's concessions vendors. Major League Baseball (MLB) revenue is earned throughout the year based on an estimate of revenue generated by MLB on behalf of the 30 MLB clubs through the MLB Central Fund and MLB Properties and revenue sharing income or expense.
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Cost of subscriber services:
|
|
|
|
|
|
||||
Programming and content
|
$
|
15
|
|
|
—
|
|
|
—
|
|
Customer service and billing
|
4
|
|
|
—
|
|
|
—
|
|
|
Other
|
7
|
|
|
—
|
|
|
—
|
|
|
Other operating expense
|
14
|
|
|
—
|
|
|
—
|
|
|
Selling, general and administrative
|
153
|
|
|
46
|
|
|
25
|
|
|
|
$
|
193
|
|
|
46
|
|
|
25
|
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
|
amounts in millions
|
||||||||
Earnings (loss) from continuing operations
|
|
$
|
8,780
|
|
|
1,160
|
|
|
594
|
|
Earnings (loss) from discontinued operations
|
|
$
|
—
|
|
|
254
|
|
|
242
|
|
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
|
1,714
|
|
|
Goodwill
|
13,775
|
|
|
FCC Licenses
|
8,600
|
|
|
Tradenames
|
930
|
|
|
Intangible assets subject to amortization
|
930
|
|
|
Other assets
|
480
|
|
|
Debt
|
(2,490
|
)
|
|
Deferred revenue
|
(1,565
|
)
|
|
Deferred income tax liabilities, net
|
(685
|
)
|
|
Other liabilities assumed
|
(1,002
|
)
|
|
|
$
|
21,466
|
|
|
|
December 31, 2012
|
||
|
|
Amounts in millions (unaudited)
|
||
Current assets
|
|
$
|
3,102
|
|
Investments in available-for-sale securities
|
|
$
|
1,147
|
|
Investments in equity method affiliates
|
|
$
|
851
|
|
Property, plant and equipment, net
|
|
$
|
1,871
|
|
Intangible assets not subject to amortization
|
|
$
|
23,868
|
|
Intangible assets subject to amortization, net
|
|
$
|
1,038
|
|
Other assets
|
|
$
|
805
|
|
Total assets
|
|
$
|
32,682
|
|
Long-term debt
|
|
$
|
2,486
|
|
Deferred tax liabilities, net
|
|
$
|
1,720
|
|
Other liabilities
|
|
$
|
3,656
|
|
Noncontrolling interests in equity of subsidiaries
|
|
$
|
10,833
|
|
Stockholders' equity
|
|
$
|
13,987
|
|
|
Years ended December 31,
|
|
|||||||
|
2012
|
|
2011
|
|
|||||
|
amounts in millions
(unaudited)
|
||||||||
Revenue
|
$
|
3,730
|
|
|
$
|
4,416
|
|
|
|
Operating income (loss)
|
686
|
|
|
1,087
|
|
|
|||
Interest expense
|
(162
|
)
|
|
(215
|
)
|
|
|||
Share of earnings (loss) of affiliates
|
(21
|
)
|
|
(7
|
)
|
|
|||
Less earnings (loss) attributable to the noncontrolling interests
|
1,736
|
|
|
210
|
|
|
|||
Net Earnings (loss) from continuing operations attributable to Liberty stockholders:
|
|
|
|
|
|||||
|
Liberty common stock
|
$
|
2,052
|
|
|
788
|
|
|
|
|
Liberty Starz common stock
|
NA
|
|
|
(39
|
)
|
|
||
|
|
|
|
|
|
||||
Pro Forma basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (note 3):
|
|
|
|
|
|||||
|
Liberty common stock
|
$
|
17.10
|
|
|
9.27
|
|
|
|
|
Liberty Starz common stock
|
NA
|
|
|
(0.76
|
)
|
|
||
|
|
|
|
|
|
||||
Pro Forma diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (note 3):
|
|
|
|
|
|||||
|
Liberty common stock
|
$
|
16.55
|
|
|
8.95
|
|
|
|
|
Liberty Starz common stock
|
NA
|
|
|
(0.76
|
)
|
|
(5)
|
Discontinued Operations
|
|
|
Years ended December 31,
|
|||||
|
|
2012
|
|
2011
|
|||
|
|
amounts in millions
|
|||||
Revenue
|
|
$
|
1,631
|
|
|
1,615
|
|
Earnings (loss) before income taxes
|
|
$
|
383
|
|
|
407
|
|
|
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
|
|
|
Years ended December 31,
|
|||||
|
2012
|
|
2011
|
|||
Basic earnings (losses) from discontinued operations attributable to Liberty shareholders per common share (note 3):
|
|
|||||
Series A and Series B Liberty common stock
|
$
|
2.12
|
|
|
(0.31
|
)
|
Series A and Series B Liberty Starz common stock
|
NA
|
|
|
5.25
|
|
|
Diluted earnings (losses) from discontinued operations attributable to Liberty shareholders per common share (note 3):
|
|
|
|
|||
Series A and Series B Liberty common stock
|
$
|
2.05
|
|
|
(0.31
|
)
|
Series A and Series B Liberty Starz common stock
|
NA
|
|
|
5.06
|
|
|
Years ended
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
amounts in millions
|
||||||||||
Cash paid for acquisitions:
|
|
|
|
|
|
||||||
|
Fair value of assets acquired
|
$
|
2,586
|
|
|
—
|
|
|
—
|
|
|
|
Intangibles not subject to amortization
|
23,694
|
|
|
—
|
|
|
—
|
|
||
|
Intangibles subject to amortization
|
1,177
|
|
|
—
|
|
|
—
|
|
||
|
Net liabilities assumed
|
(5,367
|
)
|
|
—
|
|
|
—
|
|
||
|
Deferred tax liabilities
|
(760
|
)
|
|
—
|
|
|
—
|
|
||
|
Fair value of previously held ownership interest
|
(10,372
|
)
|
|
—
|
|
|
—
|
|
||
|
Noncontrolling interest
|
(10,841
|
)
|
|
—
|
|
|
—
|
|
||
|
|
Cash paid for acquisitions, net of cash acquired
|
$
|
117
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Cash paid for exchange transaction:
|
|
|
|
|
|
||||||
|
Fair value of Liberty Series A common stock received
|
$
|
937
|
|
|
—
|
|
|
—
|
|
|
|
Carrying value of business deconsolidated
|
(19
|
)
|
|
—
|
|
|
—
|
|
||
|
Cash held by business deconsolidated
|
12
|
|
|
—
|
|
|
—
|
|
||
|
Gain on transaction
|
(496
|
)
|
|
—
|
|
|
—
|
|
||
|
Tax impact of transaction
|
(5
|
)
|
|
—
|
|
|
—
|
|
||
|
|
Net cash paid for exchange transaction
|
$
|
429
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
144
|
|
|
3
|
|
|
8
|
|
||
|
|
|
|
|
|
||||||
Cash paid (received) for income taxes
|
$
|
(75
|
)
|
|
129
|
|
|
193
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||||||||||
Description
|
Total
|
|
Quoted prices
in active markets
for identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Total
|
|
Quoted prices
in active markets
for identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|||||||
|
amounts in millions
|
|||||||||||||||||
Cash equivalents
|
$
|
859
|
|
|
859
|
|
|
—
|
|
|
561
|
|
|
561
|
|
|
—
|
|
Available-for-sale securities
|
$
|
1,293
|
|
|
978
|
|
|
315
|
|
|
1,361
|
|
|
978
|
|
|
383
|
|
Financial instrument assets
|
$
|
397
|
|
|
—
|
|
|
397
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Debt
|
$
|
1,002
|
|
|
—
|
|
|
1,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
|
|
|
||||||
Fair Value Option Securities
|
$
|
306
|
|
|
310
|
|
|
254
|
|
Debt instruments
|
(17
|
)
|
|
—
|
|
|
(85
|
)
|
|
Other
|
6
|
|
|
(80
|
)
|
|
(99
|
)
|
|
|
$
|
295
|
|
|
230
|
|
|
70
|
|
|
December 31, 2013
|
|
December 31,
2012
|
|||
|
amounts in millions
|
|||||
Fair Value Option Securities
|
|
|
|
|||
Time Warner Inc.(a)
|
$
|
297
|
|
|
211
|
|
Time Warner Cable Inc. (a)
|
320
|
|
|
230
|
|
|
Viacom, Inc. (a)
|
317
|
|
|
192
|
|
|
CenturyLink, Inc.
|
—
|
|
|
70
|
|
|
Barnes & Noble, Inc.
|
255
|
|
|
262
|
|
|
Other equity securities
|
37
|
|
|
58
|
|
|
Other debt securities
|
27
|
|
|
56
|
|
|
Total Fair Value Option Securities
|
1,253
|
|
|
1,079
|
|
|
AFS and cost investments
|
|
|
|
|||
SIRIUS XM debt securities (b)
|
—
|
|
|
249
|
|
|
Live Nation debt securities
|
24
|
|
|
25
|
|
|
Other AFS and cost investments
|
47
|
|
|
39
|
|
|
Total AFS and cost investments
|
71
|
|
|
313
|
|
|
|
$
|
1,324
|
|
|
1,392
|
|
(a)
|
See note 11 for details regarding the number and fair value of shares pledged as collateral pursuant to certain margin loan agreements as of December 31, 2013.
|
(b)
|
On January 18, 2013, as discussed in note 4, 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.
|
|
December 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
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
Percentage
ownership
|
|
Market
Value
|
|
Carrying
amount
|
|
Carrying
amount
|
||||||
|
|
|
dollar amounts in millions
|
||||||||||
Charter Communications, Inc. (a)(e)
|
25
|
%
|
|
$
|
3,673
|
|
|
2,395
|
|
|
NA
|
|
|
SIRIUS XM (b)
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
2,766
|
|
||
Live Nation (d)(e)
|
26
|
%
|
|
1,029
|
|
|
409
|
|
|
406
|
|
||
SIRIUS XM Canada (b)
|
38
|
%
|
|
432
|
|
|
273
|
|
|
NA
|
|
||
Other
|
various
|
|
|
NA
|
|
|
222
|
|
|
169
|
|
||
|
|
|
|
|
|
|
$
|
3,299
|
|
|
3,341
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Charter Communications, Inc. (a)
|
$
|
(83
|
)
|
|
NA
|
|
|
NA
|
|
SIRIUS XM (b)(c)
|
8
|
|
|
1,367
|
|
|
94
|
|
|
Live Nation (d)
|
(18
|
)
|
|
(45
|
)
|
|
(22
|
)
|
|
SIRIUS XM Canada (b)
|
7
|
|
|
NA
|
|
|
NA
|
|
|
Other
|
54
|
|
|
24
|
|
|
15
|
|
|
|
$
|
(32
|
)
|
|
1,346
|
|
|
87
|
|
(a)
|
As discussed below, Liberty acquired its interest in Charter Communications, Inc. during May 2013 for approximately
$2.6 billion
. Our share of losses related to Charter in 2013 included
$51 million
of losses due to the amortization of the excess basis of our investment.
|
(b)
|
On January 18, 2013, as discussed in note 4, 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.
|
(c)
|
SIRIUS XM recognized a
$3.0 billion
tax benefit during the year ended December 31, 2012. SIRIUS XM recorded the tax benefit as the result of significant positive evidence that a valuation allowance was no longer necessary for its recorded deferred tax assets. The Company recognized its portion of this benefit (
$1,229 million
)
based on our ownership percentage at the time of the recognition of the deferred tax benefit by SIRIUS XM.
|
(d)
|
During the first quarter of 2013, Liberty acquired an additional
1.7 million
shares of Live Nation for approximately
$19 million
. During the year ended December 31, 2012 the Company acquired approximately
11 million
shares of Live Nation for
$107 million
.
|
(e)
|
See note 11 for details regarding the number and fair value of shares pledged as collateral pursuant to certain margin loan agreements as of December 31, 2013.
|
|
SIRIUS XM
|
|
Other
|
|
Total
|
||||
Balance at January 1, 2011
|
NA
|
|
|
200
|
|
|
200
|
|
|
Other
|
NA
|
|
|
—
|
|
|
—
|
|
|
Balance at December 31, 2012
|
NA
|
|
|
200
|
|
|
200
|
|
|
Acquisitions (a)
|
14,165
|
|
|
—
|
|
|
14,165
|
|
|
Balance at December 31, 2013
|
$
|
14,165
|
|
|
200
|
|
|
14,365
|
|
(a)
|
The increase to SIRIUS XM goodwill was the result of the acquisition of a controlling interest in SIRIUS XM in January 2013 and SIRIUS XM's acquisition of Agero in November 2013, see note 4 for further discussion.
|
|
December 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
|
$
|
838
|
|
|
(65
|
)
|
|
773
|
|
|
51
|
|
|
(23
|
)
|
|
28
|
|
Licensing agreements
|
316
|
|
|
(22
|
)
|
|
294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other
|
433
|
|
|
(300
|
)
|
|
133
|
|
|
515
|
|
|
(435
|
)
|
|
80
|
|
|
Total
|
$
|
1,587
|
|
|
(387
|
)
|
|
1,200
|
|
|
566
|
|
|
(458
|
)
|
|
108
|
|
2014
|
$
|
144
|
|
2015
|
$
|
139
|
|
2016
|
$
|
112
|
|
2017
|
$
|
94
|
|
2018
|
$
|
91
|
|
|
Outstanding Principal December 31, 2013
|
|
Carrying value
|
|||||||
|
December 31,
2013 |
|
December 31,
2012 |
|||||||
|
amounts in millions
|
|||||||||
Corporate level notes and loans:
|
|
|
|
|
|
|||||
Liberty 1.375% Cash Convertible Notes due 2023
|
$
|
1,000
|
|
|
1,002
|
|
|
—
|
|
|
Margin loans
|
920
|
|
|
920
|
|
|
—
|
|
||
Subsidiary notes and loans:
|
|
|
|
|
|
|||||
SIRIUS XM 7% Exchangeable Senior Subordinated Notes due 2014
|
491
|
|
|
520
|
|
|
—
|
|
||
SIRIUS XM 5.875% Senior Notes due 2020
|
650
|
|
|
643
|
|
|
—
|
|
||
SIRIUS XM 5.75% Senior Notes due 2021
|
600
|
|
|
594
|
|
|
—
|
|
||
SIRIUS XM 5.25% Senior Notes due 2022
|
400
|
|
|
407
|
|
|
—
|
|
||
SIRIUS XM 4.25% Senior Notes due 2020
|
500
|
|
|
494
|
|
|
—
|
|
||
SIRIUS XM 4.625% Senior Notes due 2023
|
500
|
|
|
495
|
|
|
—
|
|
||
SIRIUS XM Credit Facility
|
460
|
|
|
460
|
|
|
—
|
|
||
Other subsidiary debt
|
20
|
|
|
20
|
|
|
—
|
|
||
Total debt
|
$
|
5,541
|
|
|
5,555
|
|
|
—
|
|
|
Less debt classified as current
|
|
|
|
(777
|
)
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
4,778
|
|
|
—
|
|
|
|
Number of Shares Pledged
|
|
|
|||
|
|
as Collateral as of
|
|
Share value as of
|
|||
Investment
|
|
December 31, 2013
|
|
December 31, 2013
|
|||
|
|
amounts in millions
|
|||||
SIRIUS XM
|
|
719.9
|
|
|
$
|
2,513
|
|
Charter
|
|
20.3
|
|
|
$
|
2,772
|
|
Live Nation
|
|
8.1
|
|
|
$
|
159
|
|
Time Warner, Inc.
|
|
3.6
|
|
|
$
|
252
|
|
Viacom, Inc.
|
|
3.5
|
|
|
$
|
308
|
|
Time Warner Cable, Inc.
|
|
1.1
|
|
|
$
|
151
|
|
|
December 31, 2013
|
||
SIRIUS XM 5.875% Senior Notes due 2020
|
$
|
667
|
|
SIRIUS XM 5.75% Senior Notes due 2021
|
$
|
608
|
|
SIRIUS XM 7% Exchangeable Senior Subordinated Notes due 2014
|
$
|
961
|
|
SIRIUS XM 5.25% Senior Notes due 2022
|
$
|
407
|
|
SIRIUS XM 4.25% Senior Notes due 2020
|
$
|
474
|
|
SIRIUS XM 4.625% Senior Notes due 2023
|
$
|
451
|
|
2014
|
$
|
749
|
|
2015
|
$
|
677
|
|
2016
|
$
|
4
|
|
2017
|
$
|
461
|
|
2018
|
$
|
—
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Current:
|
|
|
|
|
|
||||
Federal
|
$
|
(45
|
)
|
|
(7
|
)
|
|
(125
|
)
|
State and local
|
3
|
|
|
4
|
|
|
2
|
|
|
Foreign
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
|
(37
|
)
|
|
(4
|
)
|
|
(123
|
)
|
|
Deferred:
|
|
|
|
|
|
||||
Federal
|
165
|
|
|
(407
|
)
|
|
(4
|
)
|
|
State and local
|
7
|
|
|
(58
|
)
|
|
(38
|
)
|
|
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|
|
172
|
|
|
(465
|
)
|
|
(42
|
)
|
|
Income tax benefit (expense)
|
$
|
135
|
|
|
(469
|
)
|
|
(165
|
)
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Computed expected tax benefit (expense)
|
$
|
(3,100
|
)
|
|
(570
|
)
|
|
(265
|
)
|
Non-taxable gain on book consolidation of SIRIUS XM
|
3,054
|
|
|
—
|
|
|
—
|
|
|
Taxable liquidation of a consolidated subsidiary
|
—
|
|
|
101
|
|
|
—
|
|
|
Non-taxable exchange of subsidiary
|
174
|
|
|
—
|
|
|
—
|
|
|
Dividends received deductions
|
46
|
|
|
40
|
|
|
9
|
|
|
Sale of subsidiary shares to subsidiary treated as a dividend for tax
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
State and local income taxes, net of federal income taxes
|
11
|
|
|
(46
|
)
|
|
(22
|
)
|
|
Change in valuation allowance affecting tax expense
|
9
|
|
|
1
|
|
|
(3
|
)
|
|
Recognition of tax benefits not previously recognized, net
|
—
|
|
|
5
|
|
|
109
|
|
|
Other, net
|
(3
|
)
|
|
—
|
|
|
7
|
|
|
Income tax benefit (expense)
|
$
|
135
|
|
|
(469
|
)
|
|
(165
|
)
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Deferred tax assets:
|
|
|
|
|||
Net operating and capital loss carryforwards
|
$
|
2,487
|
|
|
45
|
|
Accrued stock compensation
|
99
|
|
|
6
|
|
|
Other accrued liabilities
|
44
|
|
|
34
|
|
|
Discount on convertible debt
|
34
|
|
|
—
|
|
|
Deferred revenue
|
598
|
|
|
16
|
|
|
Other future deductible amounts
|
24
|
|
|
12
|
|
|
Deferred tax assets
|
3,286
|
|
|
113
|
|
|
Valuation allowance
|
(9
|
)
|
|
(6
|
)
|
|
Net deferred tax assets
|
3,277
|
|
|
107
|
|
|
Deferred tax liabilities:
|
|
|
|
|||
Investments
|
457
|
|
|
820
|
|
|
Intangible assets
|
3,955
|
|
|
91
|
|
|
Other
|
261
|
|
|
—
|
|
|
Deferred tax liabilities
|
4,673
|
|
|
911
|
|
|
Net deferred tax liabilities
|
$
|
1,396
|
|
|
804
|
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Current deferred tax liabilities (assets)
|
$
|
(916
|
)
|
|
(13
|
)
|
Long-term deferred tax liabilities (assets)
|
2,312
|
|
|
817
|
|
|
Net deferred tax liabilities
|
$
|
1,396
|
|
|
804
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
amounts in millions
|
||||||
Balance at beginning of year
|
$
|
29
|
|
|
34
|
|
|
|
Reductions for tax positions of prior years
|
—
|
|
|
(5
|
)
|
|
|
Increase in tax positions from acquisition
|
1
|
|
|
—
|
|
|
Balance at end of year
|
$
|
30
|
|
|
29
|
|
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").
|
|
Years ended December 31,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Options
granted
|
|
Weighted
average
grant-date
fair value
|
|
Options
granted
|
|
Weighted
average
grant-date
fair value
|
|
Options
granted
|
|
Weighted
average
grant-date
fair value
|
|||||||||
Series A Liberty common stock
|
23,000
|
|
|
$
|
55.16
|
|
|
834,000
|
|
|
$
|
42.04
|
|
|
162,347
|
|
|
$
|
33.95
|
|
Series A Liberty Capital from Option Exchange
|
NA
|
|
|
NA
|
|
|
3,713,000
|
|
|
$
|
37.25
|
|
|
NA
|
|
|
NA
|
|
||
Series A Liberty Starz
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
496,000
|
|
|
$
|
21.36
|
|
•
|
with respect to each vested Eligible Option, the Company granted the Eligible Optionholder a vested new option with substantially the same terms and conditions as the exercised vested Eligible Option;
|
•
|
and with respect to each unvested Eligible Option:
|
◦
|
the Eligible Optionholder sold to the Company, for cash, the shares of LMCA received upon exercise of such unvested Eligible Option and used the proceeds of that sale to purchase from the Company an equal number of restricted LMCA shares which have a vesting schedule identical to that of the exercised unvested Eligible Option; and
|
◦
|
the Company granted the Eligible Optionholder an unvested new option, with substantially the same terms and conditions as the exercised unvested Eligible Option, except that (a) the number of shares underlying the new option is equal to the number of shares underlying such exercised unvested Eligible Option less the number of restricted shares purchased from the Company as described above and (b) the exercise price of the new option is the closing price per LMCA share on The Nasdaq Global Select Market on the Grant Date.
|
|
Volatility
|
||||
2013 grants
|
|
|
|
||
Liberty options
|
31.3
|
%
|
-0.414
|
41.4
|
%
|
2012 grants
|
|
|
|
||
Liberty Capital options
|
25.1
|
%
|
-
|
54.2
|
%
|
2011 grants
|
|
|
|
||
Liberty Capital options
|
43.9
|
%
|
-
|
54.2
|
%
|
Liberty Starz options
|
31.9
|
%
|
-
|
31.9
|
%
|
|
Series A
|
|||||||||||
|
Liberty
Awards (000's)
|
|
WAEP
|
|
Weighted
average
remaining
life
|
|
Aggregate
intrinsic
value
(000's)
|
|||||
Outstanding at January 1, 2013
|
5,219
|
|
|
$
|
98.77
|
|
|
|
|
|
||
Granted
|
23
|
|
|
$
|
148.81
|
|
|
|
|
|
||
Exercised
|
(386
|
)
|
|
$
|
82.15
|
|
|
|
|
|
||
Forfeited/Cancelled/Exchanged
|
(5
|
)
|
|
$
|
72.08
|
|
|
|
|
|
||
Spin-off adjustment
|
(1,195
|
)
|
|
$
|
83.25
|
|
|
|
|
|
||
Outstanding at December 31, 2013
|
3,656
|
|
|
$
|
91.74
|
|
|
5.2 years
|
|
$
|
199,519
|
|
Exercisable at December 31, 2013
|
2,185
|
|
|
$
|
89.22
|
|
|
5.0 years
|
|
$
|
124,667
|
|
|
Unrealized
holding
gains (losses)
on securities
|
|
Other
|
|
AOCI of
discontinued
operations
|
|
AOCI
|
||||||
|
amounts in millions
|
||||||||||||
Balance at January 1, 2011
|
$
|
60
|
|
|
(7
|
)
|
|
1
|
|
|
54
|
|
|
|
Other comprehensive loss attributable to Liberty Media Corporation stockholders
|
(24
|
)
|
|
2
|
|
|
(3
|
)
|
|
(25
|
)
|
|
Balance at December 31, 2011
|
36
|
|
|
(5
|
)
|
|
(2
|
)
|
|
29
|
|
||
|
Other comprehensive earnings (loss) attributable to Liberty Media Corporation stockholders
|
(16
|
)
|
|
—
|
|
|
(1
|
)
|
|
(17
|
)
|
|
Balance at December 31, 2012
|
20
|
|
|
(5
|
)
|
|
(3
|
)
|
|
12
|
|
||
|
Other comprehensive earnings (loss) attributable to Liberty Media Corporation stockholders
|
(15
|
)
|
|
4
|
|
|
—
|
|
|
(11
|
)
|
|
|
Distribution to stockholders for Spin-Off of Starz, LLC
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
Balance at December 31, 2013
|
$
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
|
Before-tax
amount
|
|
Tax
(expense)
benefit
|
|
Net-of-tax
amount
|
||||
|
amounts in millions
|
|||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|||||
Unrealized holding gains (losses) on securities arising during period
|
$
|
16
|
|
|
(6
|
)
|
|
10
|
|
|
Reclassification adjustment for holding (gains) losses realized in net earnings (loss)
|
(40
|
)
|
|
15
|
|
|
(25
|
)
|
||
Other, net
|
6
|
|
|
(2
|
)
|
|
4
|
|
||
|
Other comprehensive earnings
|
$
|
(18
|
)
|
|
7
|
|
|
(11
|
)
|
Year ended December 31, 2012:
|
|
|
|
|
|
|||||
Unrealized holding gains (losses) on securities arising during period
|
$
|
(5
|
)
|
|
2
|
|
|
(3
|
)
|
|
Reclassification adjustment for holding losses realized in net earnings
|
(21
|
)
|
|
8
|
|
|
(13
|
)
|
||
Other comprehensive earnings from discontinued operations
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
||
|
Other comprehensive earnings
|
$
|
(28
|
)
|
|
11
|
|
|
(17
|
)
|
Year ended December 31, 2011:
|
|
|
|
|
|
|||||
Unrealized holding gains (losses) on securities arising during period
|
$
|
(39
|
)
|
|
15
|
|
|
(24
|
)
|
|
Share of earnings (loss) from equity method affiliates
|
3
|
|
|
(1
|
)
|
|
2
|
|
||
Other comprehensive earnings from discontinued operations
|
(5
|
)
|
|
2
|
|
|
(3
|
)
|
||
|
Other comprehensive loss
|
$
|
(41
|
)
|
|
16
|
|
|
(25
|
)
|
|
Years ended December 31,
|
|||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||
|
Revenue
|
|
Adjusted
OIBDA
|
|
Revenue
|
|
Adjusted
OIBDA
|
|
Revenue
|
|
Adjusted
OIBDA
|
|||||||
|
amounts in millions
|
|||||||||||||||||
SIRIUS XM
|
$
|
3,625
|
|
|
1,289
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
Corporate and other
|
377
|
|
|
33
|
|
|
368
|
|
|
8
|
|
|
1,409
|
|
|
609
|
|
|
Total
|
$
|
4,002
|
|
|
1,322
|
|
|
368
|
|
|
8
|
|
|
1,409
|
|
|
609
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||||||||||
|
Total
assets
|
|
Investments
in affiliates
|
|
Capital
expenditures
|
|
Total
assets
|
|
Investments
in affiliates
|
|
Capital
expenditures
|
|||||||
|
amounts in millions
|
|||||||||||||||||
SIRIUS XM
|
$
|
28,203
|
|
|
273
|
|
|
200
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
Corporate and other
|
6,339
|
|
|
3,026
|
|
|
7
|
|
|
8,325
|
|
|
3,341
|
|
|
16
|
|
|
Total
|
$
|
34,542
|
|
|
3,299
|
|
|
207
|
|
|
8,325
|
|
|
3,341
|
|
|
16
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
|
|
|
||||||
Consolidated segment Adjusted OIBDA
|
$
|
1,322
|
|
|
8
|
|
|
609
|
|
Stock-based compensation
|
(193
|
)
|
|
(46
|
)
|
|
(25
|
)
|
|
Depreciation and amortization
|
(315
|
)
|
|
(42
|
)
|
|
(53
|
)
|
|
Interest expense
|
(132
|
)
|
|
(7
|
)
|
|
(16
|
)
|
|
Dividend and interest income
|
48
|
|
|
76
|
|
|
77
|
|
|
Share of earnings (losses) of affiliates, net
|
(32
|
)
|
|
1,346
|
|
|
87
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
295
|
|
|
230
|
|
|
70
|
|
|
Gains (losses) on dispositions, net
|
7,978
|
|
|
22
|
|
|
1
|
|
|
Other, net
|
(115
|
)
|
|
42
|
|
|
8
|
|
|
Earnings (loss) from continuing operations before income taxes
|
$
|
8,856
|
|
|
1,629
|
|
|
758
|
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|||||
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter (1)
|
|||||
|
amounts in millions,
|
|||||||||||
|
except per share amounts
|
|||||||||||
2013:
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
789
|
|
|
1,078
|
|
|
1,110
|
|
|
1,025
|
|
Operating income
|
$
|
151
|
|
|
226
|
|
|
248
|
|
|
189
|
|
Earnings from continuing operations
|
$
|
8,104
|
|
|
152
|
|
|
116
|
|
|
619
|
|
Net earnings (loss) attributable to Liberty Media Corporation stockholders (1):
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty common stock
|
$
|
8,059
|
|
|
93
|
|
|
76
|
|
|
552
|
|
Basic net earnings (loss) attributable to Liberty Media Corporation stockholders per common share (1):
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty common stock
|
$
|
67.72
|
|
|
0.78
|
|
|
0.64
|
|
|
4.84
|
|
Diluted net earnings (loss) attributable to Liberty Media Corporation stockholders per common share (1):
|
|
|
|
|
|
|
|
|
|
|
||
Series A and Series B Liberty common stock
|
$
|
66.60
|
|
|
0.77
|
|
|
0.63
|
|
|
4.80
|
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|||||
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|||||
|
amounts in millions,
|
|||||||||||
|
except per share amounts
|
|||||||||||
2012:
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
35
|
|
|
135
|
|
|
154
|
|
|
44
|
|
Operating income (loss)
|
$
|
(32
|
)
|
|
2
|
|
|
10
|
|
|
(60
|
)
|
Earnings (loss) from continuing operations
|
$
|
72
|
|
|
867
|
|
|
162
|
|
|
59
|
|
Net earnings (loss) attributable to Liberty Media Corporation stockholders:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty common stock
|
$
|
150
|
|
|
937
|
|
|
221
|
|
|
106
|
|
Basic net earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty common stock
|
$
|
0.60
|
|
|
7.29
|
|
|
1.36
|
|
|
0.49
|
|
Diluted earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty common stock
|
$
|
0.58
|
|
|
7.05
|
|
|
1.32
|
|
|
0.48
|
|
Basic net earnings (loss) attributable to Liberty Media Corporation stockholders per common share:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty common stock
|
$
|
1.24
|
|
|
7.87
|
|
|
1.86
|
|
|
0.88
|
|
Diluted net earnings (loss) attributable to Liberty Media Corporation stockholders per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A and Series B Liberty common stock
|
$
|
1.20
|
|
|
7.62
|
|
|
1.80
|
|
|
0.87
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
|
Page No.
|
Liberty Media Corporation:
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
II-19 - 20
|
Consolidated Balance Sheets, December 31, 2013 and 2012
|
II-21
|
Consolidated Statements of Operations, Years ended December 31, 2013, 2012 and 2011
|
II-23
|
Consolidated Statements of Comprehensive Earnings (Loss), Years ended December 31, 2013, 2012 and 2011
|
II-25
|
Consolidated Statements of Cash Flows, Years Ended December 31, 2013, 2012 and 2011
|
II-26
|
Consolidated Statements of Equity, Years ended December 31, 2013, 2012 and 2011
|
II-27
|
Notes to Consolidated Financial Statements, December 31, 2013, 2012 and 2011
|
II-29
|
(i)
|
All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto.
|
2.1
|
Reorganization Agreement, dated as of August 30, 2011, by and between Liberty Interactive Corporation (f/k/a Liberty Media Corporation) and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty CapStarz, Inc.) (incorporated by reference to Exhibit 2.1 to Post-Effective Amendment No. 1 to Starz's Registration Statement on Form S-4 filed on September 23, 2011 (File No. 333-171201) (the “Starz S-4”)).
|
2.2
|
Reorganization Agreement, dated as of January 10, 2013, between Starz (f/k/a Liberty Media Corporation) and Liberty Media Corporation (f/k/a Liberty Spinco, Inc.) (incorporated by reference to Exhibit 2.1 to Starz’s Current Report on Form 8-K filed on January 17, 2013 (File No. 001-35294) (the “Starz 8-K”)).
|
3.1
|
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 17, 2013 (File No. 001-35707) (the “Liberty 8-K”).
|
3.2
|
Amended and Restated Bylaws of the Registrant.*
|
4.1
|
Specimen certificate for shares of the Registrant’s Series A common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form 10 filed on October 19, 2012 (File No. 001-35707) (the “Liberty Form 10”)).
|
4.2
|
Specimen certificate for shares of the Registrant’s Series B common stock, par value $.01 per share (incorporated by reference to Exhibit 4.2 to the Liberty Form 10).
|
4.3
|
Indenture dated as of October 17, 2013 among the Registrant, as issuer and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 5, 2013 (File No. 001-35707) (the “Liberty Q3 201310-Q”)).
|
4.4
|
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
|
Form of Liberty Media Corporation 2013 Incentive Plan (the “2013 Plan”) (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form 10 filed on November 30, 2012 (File No. 001-35707) (the “Liberty Form 10 Amendment No. 1”)).
|
10.2
|
Amendment to the 2013 Plan (incorporated by reference to Exhibit 10.2 to the Liberty Q3 201310-Q).
|
10.3
|
Form of Non-Qualified Stock Option Agreement.*
|
10.4
|
Form of Restricted Stock Award Agreement.*
|
10.5
|
Form of Non-Qualified Stock Option Agreement under the 2013 Plan [for certain designated award recipients] (incorporated by reference to Exhibit 10.2 to Starz’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012 (File No. 001-35294) (the “Starz 2011 10-K”)).
|
10.6
|
Form of Liberty Media Corporation 2013 Nonemployee Director Incentive Plan (the “2013 Nonemployee Director Plan”) (incorporated by reference to Exhibit 10.2 to the Liberty Form 10 Amendment No. 1).
|
10.7
|
Amendment to the 2013 Nonemployee Director Plan (incorporated by reference to Exhibit 10.3 to the Liberty Q3 201310-Q).
|
10.8
|
Form of Non-Qualified Stock Option Agreement under the 2013 Nonemployee Director Plan (incorporated by reference to Exhibit 10.4 to the Starz 2011 10-K).
|
10.9
|
Form of Restricted Stock Award Agreement under the 2013 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.5 to the Starz 2011 10-K).
|
10.10
|
Form of Liberty Media Corporation Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on December 17, 2012 (File No. 001-35707)).
|
10.11
|
Liberty Media Corporation 2006 Deferred Compensation Plan (As Amended and Restated as of January 11, 2013) (incorporated by reference to Exhibit 10.8 to the Liberty 2012 10-K).
|
10.12
|
Tax Sharing Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation, Liberty Interactive LLC and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation) (incorporated by reference to Exhibit 10.4 to the Starz S-4).
|
10.13
|
Tax Sharing Agreement, dated as of January 11, 2013, by and between Starz and Liberty Media Corporation (incorporated by reference to Exhibit 10.1 to the Starz 8-K).
|
10.14
|
Services Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.5 to the Starz S-4).
|
10.15
|
Services Agreement, dated as of January 11, 2013, by and between Starz and Liberty Media Corporation (incorporated by reference to Exhibit 10.2 to the Starz 8-K).
|
10.16
|
Facilities Sharing Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and Liberty Property Holdings, Inc. (incorporated by reference to Exhibit 10.6 to the Starz S-4).
|
10.17
|
Facilities Sharing Agreement, dated as of January 11, 2013, by and between Starz and Liberty Property Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Starz 8-K).
|
10.18
|
Lease Agreement, dated as of January 11, 2013, by and among Starz, LLC, Liberty Property Holdings, Inc. and, for the limited purposes specified therein, Starz Entertainment, LLC (incorporated by reference to Exhibit 10.5 to the Starz 8-K).
|
10.19
|
Form of Indemnification Agreement by and between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.13 to the Liberty Form 10).
|
10.20
|
Aircraft Time Sharing Agreements, dated as of January 11, 2013, by and between Liberty Media Corporation and Starz (incorporated by reference to Exhibit 10.4 to the Starz 8-K).
|
10.21
|
Restated and Amended Employment Agreement dated November 1, 1992, between Tele-Communications, Inc. and John C. Malone (assumed by Liberty Media LLC as of March 9, 1999), and the amendment thereto dated June 30, 1999 and effective as of March 9, 1999, between Liberty Media LLC and John C. Malone (collectively, the "Malone Employment Agreement" (assumed, as amended, by the Registrant as of January 10, 2013)) (incorporated by reference to Exhibit 10.11 to Liberty Interactive Corporation's Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 25, 2010 (File No. 001-33982) (the "Liberty Interactive 2009 10-K")).
|
10.22
|
Second Amendment to Malone Employment Agreement effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to the Liberty Interactive 2009 10-K).
|
10.23
|
Third Amendment to Malone Employment Agreement effective January 1, 2007 (incorporated by reference to Exhibit 10.13 to Liberty Interactive Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (File No. 001-33982)) (the "Liberty Interactive 2008 10-K")).
|
10.24
|
Fourth Amendment to Malone Employment Agreement effective January 1, 2009 (incorporated by reference to Exhibit 10.14 to the Liberty Interactive 2008 10-K).
|
10.25
|
Amended and Restated Executive Employment Agreement dated September 23, 2011, between Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) and Gregory B. Maffei (incorporated by reference to Exhibit 10.29 to the Starz 2011 10-K).
|
10.26
|
Letter Agreement regarding personal use of Liberty Media’s aircraft, dated as of February 5, 2013, between Gregory B. Maffei and Liberty Media Corporation (incorporated by reference to Exhibit 10.23 to the Liberty 2012 10-K).
|
10.27
|
Executive Employment Agreement dated effective as of October 31, 2012, by and between Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) and Richard Baer (incorporated by reference to Exhibit 10.24 to the Liberty 2012 10-K).
|
10.28
|
Stockholders Agreement, dated as of March 19, 2013, by and among Charter Communications, Inc. and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed on May 9, 2013 (the “Liberty Q1 2013 10-Q”) (File No. 001-35707)).
|
10.29
|
Stock Purchase Agreement, dated as of March 19, 2013, by and among the Registrant, 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 (incorporated by reference to Exhibit 10.2 to the Liberty Q1 2013 10-Q).
|
10.30
|
Credit Agreement, dated as of December 5, 2012 among the Sirius XM Radio, Inc. (“SIRIUS XM”),
|
10.31
|
Indenture, dated as of May 16, 2013, among SIRIUS XM, the guarantors named therein and U.S. Bank National Association, as trustee, relating to SIRIUS XM's 4.25% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to SIRIUS XM's Current Report on Form 8-K filed on May 20, 2013 (File No. 001-34295) (the “SIRIUS XM 8-K”)).
|
10.32
|
Indenture, dated as of May 16, 2013, among SIRIUS XM, the guarantors named therein and U.S. Bank National Association, as trustee, relating to SIRIUS XM's 4.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the SIRIUS XM 8-K).
|
10.33
|
Indenture, dated as of August 1, 2013, among SIRIUS XM, the guarantors named therein and U.S. Bank National Association, as trustee, relating to SIRIUS XM’s 5.75% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 to SIRIUS XM’s Current Report on Form 8-K filed on August 1, 2013 (File No. 001-34295)).
|
10.34
|
Indenture, dated as of September 24, 2013, among SIRIUS XM, the guarantors named therein and U.S. Bank National Association, as trustee, relating to SIRIUS XM’s 5.875% Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to SIRIUS XM’s Current Report on Form 8-K filed on September 25, 2013 (File No. 001-34295)).
|
10.35
|
Share Repurchase Agreement, dated as of October 9, 2013, by and between the Registrant and SIRIUS XM (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on October 10, 2013 (File No. 001-35707)).
|
10.36
|
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 filed on September 28, 1999 (File No. 333-83619)).***
|
10.37
|
Technology Licensing Agreement among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc.,
|
10.38
|
Third Amended and Restated Distribution and Credit Agreement, dated as of February 6, 2008, among
|
10.39
|
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 filed on June 21, 2002 (File No. 333-89132)).***
|
10.40
|
Assignment and Novation Agreement, dated as of December 5, 2001, between XM Satellite Radio
|
10.41
|
Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated as of December 5, 2001,
|
10.42
|
Amended and Restated Assignment and Use Agreement, dated as of January 28, 2003, between XM
|
10.43
|
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 filed on August 14, 2003 (File No. 000-27441) (the “XM Satellite Radio 10-Q”)).***
|
10.44
|
Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated July 31, 2003, among XM
|
10.45
|
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 filed on March 15, 2004 (File No. 000-27441)).***
|
10.46
|
Confirmation, dated October 10, 2013, of Base Cash Convertible Bond Hedge Transaction between J.P. Morgan Chase Bank N.A., London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.5 to the Liberty Q3 2013 10-Q). ***
|
10.47
|
Confirmation, dated October 10, 2013, of Base Warrants Transaction between J.P. Morgan Chase Bank N.A., London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.6 to the Liberty Q3 2013 10-Q).***
|
10.48
|
Confirmation, dated October 10, 2013, of Base Cash Convertible Bond Hedge Transaction between Wells Fargo Bank, N.A. and Liberty Media Corporation (incorporated by reference to Exhibit 10.7 to the Liberty Q3 2013 10-Q).***
|
10.49
|
Confirmation, dated October 10, 2013, of Base Warrants Transaction between Wells Fargo Bank, N.A. and Liberty Media Corporation (incorporated by reference to Exhibit 10.8 to the Liberty Q3 2013 10-Q).***
|
10.50
|
Confirmation, dated October 10, 2013, of Base Cash Convertible Bond Hedge Transaction between Deutsche Bank AG, London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.9 to the Liberty Q3 2013 10-Q).***
|
10.51
|
Confirmation, dated October 10, 2013, of Base Warrants Transaction between Deutsche Bank AG, London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.10 to the Liberty Q3 2013 10-Q).***
|
10.52
|
Confirmation, dated October 11, 2013, of Additional Cash Convertible Bond Hedge Transaction between J.P. Morgan Chase Bank N.A., London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.11 to the Liberty Q3 2013 10-Q).***
|
10.53
|
Confirmation, dated October 11, 2013, of Additional Warrants Transaction between J.P. Morgan Chase Bank N.A., London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.12 to the Liberty Q3 2013 10-Q).***
|
10.54
|
Confirmation, dated October 11, 2013, of Additional Cash Convertible Bond Hedge Transaction between Wells Fargo Bank, N.A. and Liberty Media Corporation (incorporated by reference to Exhibit 10.13 to the Liberty Q3 2013 10-Q).***
|
10.55
|
Confirmation, dated October 11, 2013, of Additional Warrants Transaction between Wells Fargo Bank, N.A. and Liberty Media Corporation (incorporated by reference to Exhibit 10.14 to the Liberty Q3 2013 10-Q).***
|
10.56
|
Confirmation, dated October 11, 2013, of Additional Cash Convertible Bond Hedge Transaction between Deutsche Bank AG, London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.15 to the Liberty Q3 2013 10-Q).***
|
10.57
|
Confirmation, dated October 11, 2013, of Additional Warrants Transaction between Deutsche Bank AG, London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.16 to the Liberty Q3 2013 10-Q).***
|
21
|
Subsidiaries of Liberty Media Corporation.*
|
23.1
|
Consent of KPMG LLP.*
|
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.**
|
***
|
Pursuant to the Commission’s Orders Granting Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended, or Rule 24(b)-2 under the Securities Exchange Act of 1934, as amended, certain confidential portions of this Exhibit were omitted by means of redacting a portion of the text.
|
|
|
LIBERTY MEDIA CORPORATION
|
|
Date:
|
February 28, 2014
|
By:
|
/s/ GREGORY B. MAFFEI
|
|
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Date:
|
February 28, 2014
|
By:
|
/s/ CHRISTOPHER W. SHEAN
|
|
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
Title
|
Date
|
|
|
|
/s/John C. Malone
|
Chairman of the Board and Director
|
February 28, 2014
|
John C. Malone
|
|
|
|
|
|
/s/Gregory B. Maffei
|
Director, President and Chief Executive
|
February 28, 2014
|
Gregory B. Maffei
|
Officer
|
|
|
|
|
/s/Robert R. Bennett
|
Director
|
February 28, 2014
|
Robert R. Bennett
|
|
|
|
|
|
/s/Donne F. Fisher
|
Director
|
February 28, 2014
|
Donne F. Fisher
|
|
|
|
|
|
/s/M. Ian G. Gilchrist
|
Director
|
February 28, 2014
|
M. Ian G. Gilchrist
|
|
|
|
|
|
/s/Evan D. Malone
|
Director
|
February 28, 2014
|
Evan D. Malone
|
|
|
|
|
|
/s/David E. Rapley
|
Director
|
February 28, 2014
|
David E. Rapley
|
|
|
|
|
|
/s/Larry E. Romrell
|
Director
|
February 28, 2014
|
Larry E. Romrell
|
|
|
|
|
|
/s/Andrea L. Wong
|
Director
|
February 28, 2014
|
Andrea L. Wong
|
|
|
2.1
|
Reorganization Agreement, dated as of August 30, 2011, by and between Liberty Interactive Corporation (f/k/a Liberty Media Corporation) and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty CapStarz, Inc.) (incorporated by reference to Exhibit 2.1 to Post-Effective Amendment No. 1 to Starz's Registration Statement on Form S-4 filed on September 23, 2011 (File No. 333-171201) (the “Starz S-4”)).
|
2.2
|
Reorganization Agreement, dated as of January 10, 2013, between Starz (f/k/a Liberty Media Corporation) and Liberty Media Corporation (f/k/a Liberty Spinco, Inc.) (incorporated by reference to Exhibit 2.1 to Starz’s Current Report on Form 8-K filed on January 17, 2013 (File No. 001-35294) (the “Starz 8-K”)).
|
3.1
|
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 17, 2013 (File No. 001-35707) (the “Liberty 8-K”).
|
3.2
|
Amended and Restated Bylaws of the Registrant.*
|
4.1
|
Specimen certificate for shares of the Registrant’s Series A common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form 10 filed on October 19, 2012 (File No. 001-35707) (the “Liberty Form 10”)).
|
4.2
|
Specimen certificate for shares of the Registrant’s Series B common stock, par value $.01 per share (incorporated by reference to Exhibit 4.2 to the Liberty Form 10).
|
4.3
|
Indenture dated as of October 17, 2013 among the Registrant, as issuer and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 5, 2013 (File No. 001-35707) (the “Liberty Q3 201310-Q”)).
|
4.4
|
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
|
Form of Liberty Media Corporation 2013 Incentive Plan (the “2013 Plan”) (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form 10 filed on November 30, 2012 (File No. 001-35707) (the “Liberty Form 10 Amendment No. 1”)).
|
10.2
|
Amendment to the 2013 Plan (incorporated by reference to Exhibit 10.2 to the Liberty Q3 201310-Q).
|
10.3
|
Form of Non-Qualified Stock Option Agreement.*
|
10.4
|
Form of Restricted Stock Award Agreement.*
|
10.5
|
Form of Non-Qualified Stock Option Agreement under the 2013 Plan [for certain designated award recipients] (incorporated by reference to Exhibit 10.2 to Starz’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012 (File No. 001-35294) (the “Starz 2011 10-K”)).
|
10.6
|
Form of Liberty Media Corporation 2013 Nonemployee Director Incentive Plan (the “2013 Nonemployee Director Plan”) (incorporated by reference to Exhibit 10.2 to the Liberty Form 10 Amendment No. 1).
|
10.7
|
Amendment to the 2013 Nonemployee Director Plan (incorporated by reference to Exhibit 10.3 to the Liberty Q3 201310-Q).
|
10.8
|
Form of Non-Qualified Stock Option Agreement under the 2013 Nonemployee Director Plan (incorporated by reference to Exhibit 10.4 to the Starz 2011 10-K).
|
10.9
|
Form of Restricted Stock Award Agreement under the 2013 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.5 to the Starz 2011 10-K).
|
10.10
|
Form of Liberty Media Corporation Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on December 17, 2012 (File No. 001-35707)).
|
10.11
|
Liberty Media Corporation 2006 Deferred Compensation Plan (As Amended and Restated as of January 11, 2013) (incorporated by reference to Exhibit 10.8 to the Liberty 2012 10-K).
|
10.12
|
Tax Sharing Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation, Liberty Interactive LLC and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation) (incorporated by reference to Exhibit 10.4 to the Starz S-4).
|
10.13
|
Tax Sharing Agreement, dated as of January 11, 2013, by and between Starz and Liberty Media Corporation (incorporated by reference to Exhibit 10.1 to the Starz 8-K).
|
10.14
|
Services Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.5 to the Starz S-4).
|
10.15
|
Services Agreement, dated as of January 11, 2013, by and between Starz and Liberty Media Corporation (incorporated by reference to Exhibit 10.2 to the Starz 8-K).
|
10.16
|
Facilities Sharing Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and Liberty Property Holdings, Inc. (incorporated by reference to Exhibit 10.6 to the Starz S-4).
|
10.17
|
Facilities Sharing Agreement, dated as of January 11, 2013, by and between Starz and Liberty Property Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Starz 8-K).
|
10.18
|
Lease Agreement, dated as of January 11, 2013, by and among Starz, LLC, Liberty Property Holdings, Inc. and, for the limited purposes specified therein, Starz Entertainment, LLC (incorporated by reference to Exhibit 10.5 to the Starz 8-K).
|
10.19
|
Form of Indemnification Agreement by and between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.13 to the Liberty Form 10).
|
10.20
|
Aircraft Time Sharing Agreements, dated as of January 11, 2013, by and between Liberty Media Corporation and Starz (incorporated by reference to Exhibit 10.4 to the Starz 8-K).
|
10.21
|
Restated and Amended Employment Agreement dated November 1, 1992, between Tele-Communications, Inc. and John C. Malone (assumed by Liberty Media LLC as of March 9, 1999), and the amendment thereto dated June 30, 1999 and effective as of March 9, 1999, between Liberty Media LLC and John C. Malone (collectively, the "Malone Employment Agreement" (assumed, as amended, by the Registrant as of January 10, 2013)) (incorporated by reference
|
10.22
|
Second Amendment to Malone Employment Agreement effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to the Liberty Interactive 2009 10-K).
|
10.23
|
Third Amendment to Malone Employment Agreement effective January 1, 2007 (incorporated by reference to Exhibit 10.13 to Liberty Interactive Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (File No. 001-33982)) (the "Liberty Interactive 2008 10-K")).
|
10.24
|
Fourth Amendment to Malone Employment Agreement effective January 1, 2009 (incorporated by reference to Exhibit 10.14 to the Liberty Interactive 2008 10-K).
|
10.25
|
Amended and Restated Executive Employment Agreement dated September 23, 2011, between Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) and Gregory B. Maffei (incorporated by reference to Exhibit 10.29 to the Starz 2011 10-K).
|
10.26
|
Letter Agreement regarding personal use of Liberty Media’s aircraft, dated as of February 5, 2013, between Gregory B. Maffei and Liberty Media Corporation (incorporated by reference to Exhibit 10.23 to the Liberty 2012 10-K).
|
10.27
|
Executive Employment Agreement dated effective as of October 31, 2012, by and between Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) and Richard Baer (incorporated by reference to Exhibit 10.24 to the Liberty 2012 10-K).
|
10.28
|
Stockholders Agreement, dated as of March 19, 2013, by and among Charter Communications, Inc. and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed on May 9, 2013 (the “Liberty Q1 2013 10-Q”) (File No. 001-35707)).
|
10.29
|
Stock Purchase Agreement, dated as of March 19, 2013, by and among the Registrant, 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 (incorporated by reference to Exhibit 10.2 to the Liberty Q1 2013 10-Q).
|
10.30
|
Credit Agreement, dated as of December 5, 2012 among the Sirius XM Radio, Inc. (“SIRIUS XM”),
|
10.31
|
Indenture, dated as of May 16, 2013, among SIRIUS XM, the guarantors named therein and U.S. Bank National Association, as trustee, relating to SIRIUS XM's 4.25% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to SIRIUS XM's Current Report on Form 8-K filed on May 20, 2013 (File No. 001-34295) (the “SIRIUS XM 8-K”)).
|
10.32
|
Indenture, dated as of May 16, 2013, among SIRIUS XM, the guarantors named therein and U.S. Bank National Association, as trustee, relating to SIRIUS XM's 4.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the SIRIUS XM 8-K).
|
10.33
|
Indenture, dated as of August 1, 2013, among SIRIUS XM, the guarantors named therein and U.S. Bank National Association, as trustee, relating to SIRIUS XM’s 5.75% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 to SIRIUS XM’s Current Report on Form 8-K filed on August 1, 2013 (File No. 001-34295)).
|
10.34
|
Indenture, dated as of September 24, 2013, among SIRIUS XM, the guarantors named therein and U.S. Bank National Association, as trustee, relating to SIRIUS XM’s 5.875% Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to SIRIUS XM’s Current Report on Form 8-K filed on September 25, 2013 (File No. 001-34295)).
|
10.35
|
Share Repurchase Agreement, dated as of October 9, 2013, by and between the Registrant and SIRIUS XM (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on October 10, 2013 (File No. 001-35707)).
|
10.36
|
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 filed on September 28, 1999 (File No. 333-83619)).***
|
10.37
|
Technology Licensing Agreement among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc.,
|
10.38
|
Third Amended and Restated Distribution and Credit Agreement, dated as of February 6, 2008, among
|
10.39
|
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 filed on June 21, 2002 (File No. 333-89132)).***
|
10.40
|
Assignment and Novation Agreement, dated as of December 5, 2001, between XM Satellite Radio
|
10.41
|
Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated as of December 5, 2001,
|
10.42
|
Amended and Restated Assignment and Use Agreement, dated as of January 28, 2003, between XM
|
10.43
|
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 filed on August 14, 2003 (File No. 000-27441) (the “XM Satellite Radio 10-Q”)).***
|
10.44
|
Amendment to the Satellite Purchase Contract for In-Orbit Delivery, dated July 31, 2003, among XM
|
10.45
|
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 filed on March 15, 2004 (File No. 000-27441)).***
|
10.46
|
Confirmation, dated October 10, 2013, of Base Cash Convertible Bond Hedge Transaction between J.P. Morgan Chase Bank N.A., London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.5 to the Liberty Q3 2013 10-Q).***
|
10.47
|
Confirmation, dated October 10, 2013, of Base Warrants Transaction between J.P. Morgan Chase Bank N.A., London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.6 to the Liberty Q3 2013 10-Q). ***
|
10.48
|
Confirmation, dated October 10, 2013, of Base Cash Convertible Bond Hedge Transaction between Wells Fargo Bank, N.A. and Liberty Media Corporation (incorporated by reference to Exhibit 10.7 to the Liberty Q3 2013 10-Q).***
|
10.49
|
Confirmation, dated October 10, 2013, of Base Warrants Transaction between Wells Fargo Bank, N.A. and Liberty Media Corporation (incorporated by reference to Exhibit 10.8 to the Liberty Q3 2013 10-Q).***
|
10.50
|
Confirmation, dated October 10, 2013, of Base Cash Convertible Bond Hedge Transaction between Deutsche Bank AG, London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.9 to the Liberty Q3 2013 10-Q).***
|
10.51
|
Confirmation, dated October 10, 2013, of Base Warrants Transaction between Deutsche Bank AG, London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.10 to the Liberty Q3 2013 10-Q).***
|
10.52
|
Confirmation, dated October 11, 2013, of Additional Cash Convertible Bond Hedge Transaction between J.P. Morgan Chase Bank N.A., London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.11 to the Liberty Q3 2013 10-Q).***
|
10.53
|
Confirmation, dated October 11, 2013, of Additional Warrants Transaction between J.P. Morgan Chase Bank N.A., London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.12 to the Liberty Q3 2013 10-Q).***
|
10.54
|
Confirmation, dated October 11, 2013, of Additional Cash Convertible Bond Hedge Transaction between Wells Fargo Bank, N.A. and Liberty Media Corporation (incorporated by reference to Exhibit 10.13 to the Liberty Q3 2013 10-Q).***
|
10.55
|
Confirmation, dated October 11, 2013, of Additional Warrants Transaction between Wells Fargo Bank, N.A. and Liberty Media Corporation (incorporated by reference to Exhibit 10.14 to the Liberty Q3 2013 10-Q).***
|
10.56
|
Confirmation, dated October 11, 2013, of Additional Cash Convertible Bond Hedge Transaction between Deutsche Bank AG, London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.15 to the Liberty Q3 2013 10-Q).***
|
10.57
|
Confirmation, dated October 11, 2013, of Additional Warrants Transaction between Deutsche Bank AG, London Branch and Liberty Media Corporation (incorporated by reference to Exhibit 10.16 to the Liberty Q3 2013 10-Q).***
|
21
|
Subsidiaries of Liberty Media Corporation.*
|
23.1.
|
Consent of KPMG LLP.*
|
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.**
|
|
|
|
Item 1. Business
|
|
Item 1A. Risk Factors
|
|
Item 1B. Unresolved Staff Comments
|
|
|
|
|
|
|
|
Item 6. Selected Financial Data
|
|
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
|
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|
|
Item 9A.
Controls and Procedures
|
|
Item 9B. Other Information
|
|
|
Grant Date:
|
__________ __, 201_
|
Issuer/Company:
|
Liberty Media Corporation, a Delaware corporation
|
Plan:
|
Liberty Media Corporation
______________
Incentive Plan
|
Plan Administrator:
|
[The Compensation Committee of the Board of Directors of the Company appointed by the Board of Directors of the Company pursuant to Section 3.1 of the Plan to administer the Plan] [The Board of Directors of the Company]
|
Common Stock:
|
Series A Common Stock
|
Option Termination Date:
|
The
[7
th
] [10
th
]
anniversary of the Grant Date
|
Base Price:
|
$_________
|
Vesting Percentage:
|
________%
|
Vesting Dates:
|
_____________________________________
|
Additional Vesting Terms:
|
[INCLUDE ONLY IN STANDARD OPTION AGREEMENT FOR LMC EMPLOYEES; DO NOT INCLUDE IN STANDARD OPTION AGREEMENT FOR LMC NON-EMPLOYEE DIRECTORS OR IN MULTI-YEAR OPTION AGREEMENT.]
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee’s employment with the Company or a Subsidiary is terminated will become exercisable on the date of the Grantee’s termination of employment.
|
|
[INCLUDE ONLY IN MULTI-YEAR OPTION AGREEMENT FOR LMC EMPLOYEES.]
|
|
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause prior to _________
[Insert final Vesting Date]
, the number of each type of Option subject to this Agreement that shall become exercisable as of the date of such termination shall equal the sum of (a) the number of such Options that would have become exercisable during the Forward Vesting Period had the Grantee remained in the employ of the Company or a Subsidiary for the entire Forward Vesting Period plus (b) the number of such Options that is equal to the product (rounded down to the nearest whole number) of (i) the total number of such Options subject to this Agreement minus (A) any such Options that have already become exercisable prior to the date of such termination and (B) any such Options that would have become exercisable during the Forward Vesting Period in clause (a) above multiplied by (ii) a fraction, the numerator of which is the total number of days elapsed during the period beginning on the Grant Date, and ending on the date of termination, inclusive, and the denominator of which is the total number of days during the period beginning on the Grant Date, and ending on _____________
[Insert final Vesting Date]
, inclusive.
|
|
For purposes of determining the number of Options that would have become exercisable in clause (a) above, “Forward Vesting Period” shall mean the period beginning on the date of termination and ending on the corresponding day (or, if there is no corresponding day, on the last day) of (x) the ninth month thereafter, if the Grantee is an Assistant Vice President or Vice President of the Company or a Subsidiary on the date of termination of his or her employment with the Company or a Subsidiary or (y) the twelfth month thereafter, if the Grantee is a Senior Vice President or Executive Vice President of the Company or a Subsidiary on the date of termination of his or her employment with the Company or a Subsidiary.
|
|
|
Additional Exercisability Terms:
|
[INCLUDE IN STANDARD AND MULTI-YEAR OPTION AGREEMENTS FOR LMC EMPLOYEES; DO NOT INCLUDE IN STANDARD OPTION AGREEMENT FOR LMC NON-EMPLOYEE DIRECTORS.]
Section 7 of the Option Agreement is supplemented as follows:
1. The following sentence is added to the end of Section 7(b):
If the Grantee dies prior to the expiration of a period of time following termination of the Grantee’s employment during
|
|
|
|
which the Options remain exercisable as provided in Section 7(e), the Options will terminate at the Close of Business on the first Business Day following the later of the expiration of (i) the one-year period that began on the date of the Grantee’s death or (ii) the Special Termination Period (as defined in Section 7(e)).
|
|
2. The following provisions are added as Section 7(e):
Subject to Section 7(b), if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, the Options will terminate at the Close of Business on the first Business Day following the expiration of the Special Termination Period. The Special Termination Period is the period of time beginning on the date of the Grantee’s termination of employment and continuing for the number of days that is equal to the sum of (i) 90, plus (ii) 180 multiplied by the Grantee’s total Years of Continuous Service. A Year of Continuous Service means a consecutive 12-month period, measured by the Grantee’s hire date (as reflected in the payroll records of the Company or a Subsidiary) and the anniversaries of that date, during which the Grantee is employed by the Company or a Subsidiary (or an applicable predecessor of the Company) without interruption. If the Grantee was employed by a Subsidiary at the time of such Subsidiary’s acquisition by the Company, the Grantee’s employment with the Subsidiary prior to the acquisition date will be included in determining the Grantee’s Years of Continuous Service unless the Plan Administrator, in its sole discretion, determines that such prior employment will be excluded.
|
Additional Provisions
Applicable to Grantees who hold the office of Vice President or above as of the Grant Date:
|
[INCLUDE IN STANDARD AND MULTI-YEAR OPTION AGREEMENTS FOR LMC EMPLOYEES; DO NOT INCLUDE IN STANDARD OPTION AGREEMENT FOR LMC NON-EMPLOYEE DIRECTORS.]
Forfeiture for Misconduct and Repayment of Certain Amounts
. If (i) a material restatement of any financial statement of the Company (including any consolidated financial statement of the Company and its consolidated Subsidiaries) is required and (ii) in the reasonable judgment of the Plan Administrator, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the Grantee, the Grantee will repay to the Company Forfeitable Benefits received by the Grantee
|
|
|
|
d
uring the Misstatement Period in such amount as the Plan Administrator may reasonably determine, taking into account, in addition to any other factors deemed relevant by the Plan Administrator, the extent to which the market value of Common Stock during the Misstatement Period was affected by the error(s) giving rise to the need for such restatement. “Forfeitable Benefits” means (i) any and all cash and/or shares of Common Stock received by the Grantee (A) upon the exercise during the Misstatement Period of any SARs held by the Grantee or (B) upon the payment during the Misstatement Period of any Cash Award or Performance Award held by the Grantee, the value of which is determined in whole or in part with reference to the value of Common Stock, and (ii) any proceeds received by the Grantee from the sale, exchange, transfer or other disposition during the Misstatement Period of any shares of Common Stock received by the Grantee upon the exercise, vesting or payment during the Misstatement Period of any Award held by the Grantee. By way of clarification, “Forfeitable Benefits” will not include any shares of Common Stock received upon exercise of any Options during the Misstatement Period that are not sold, exchanged, transferred or otherwise disposed of during the Misstatement Period. “Misstatement Period” means the 12-month period beginning on the date of the first public issuance or the filing with the Securities and Exchange Commission, whichever occurs earlier, of the financial statement requiring restatement.
|
|
|
Qualifying Service:
|
[INCLUDE IN STANDARD AND MULTI-YEAR OPTION AGREEMENTS FOR LMC EMPLOYEES AND IN STANDARD OPTION AGREEMENT FOR LMC NON-EMPLOYEE DIRECTORS.]
Unless the Plan Administrator in its sole discretion determines otherwise in connection with the commencement of employment or service to Liberty Interactive Corporation or its Subsidiary, notwithstanding anything to the contrary in this Agreement, Grantee’s employment or service with Liberty Interactive Corporation or any entity that is a Subsidiary of Liberty Interactive Corporation at the time of determination shall be deemed to be employment or service with the Company for all purposes under the Awards granted pursuant to this Agreement.
|
Company Notice Address:
|
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Attn: General Counsel
|
Grant Date:
|
__________ __, 201_
|
Issuer/Company:
|
Liberty Media Corporation, a Delaware corporation
|
Plan:
|
Liberty Media Corporation
______________
Incentive Plan
|
Plan Administrator:
|
[The Compensation Committee of the Board of Directors of the Company appointed by the Board of Directors of the Company pursuant to Section 3.1 of the Plan to administer the Plan] [The Board of Directors of the Company]
|
Common Stock:
|
Series A Common Stock
|
Vesting Percentage:
|
________%
|
Vesting Dates:
|
_____________________________________
|
Additional Vesting Terms:
|
[INCLUDE ONLY IN STANDARD RSA FOR LMC EMPLOYEES. DO NOT INCLUDE IN LMC MULTI-YEAR RSA, LMC NEW EMPLOYEE LONG-TERM RSA OR IN RSA FOR LMC NON-EMPLOYEE DIRECTORS.]
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, then any unvested Restricted Shares that otherwise would have vested during the remainder of the calendar year in which the Grantee’s employment with the Company or a Subsidiary is terminated will become vested on the date of the Grantee’s termination of employment.
[INCLUDE ONLY IN LMC NEW EMPLOYEE LONG-TERM RSA.]
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause after the second anniversary of the Grant Date, then the Award, to the extent not theretofore vested, will become fully vested upon the Grantee’s execution and delivery to the Company in accordance with the notice requirements of this Agreement of a general release agreement in a form satisfactory to the Company, provided that such
|
|
release has been so delivered and has become irrevocable in accordance with its terms not later than 60 days following the date of the Grantee’s termination without Cause.
[INCLUDE ONLY IN MULTI-YEAR RSA FOR LMC EMPLOYEES.]
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause prior to _________
[Insert final Vesting Date]
, the number of each type of Restricted Shares subject to this Agreement that shall become vested as of the date of such termination shall equal the sum of (a) the number of such Restricted Shares that would have become vested during the Forward Vesting Period had the Grantee remained in the employ of the Company or a Subsidiary for the entire Forward Vesting Period plus (b) the number of such Restricted Shares that is equal to the product (rounded down to the nearest whole number) of (i) the total number of such Restricted Shares subject to this Agreement minus (A) any such Restricted Shares that have already become vested prior to the date of such termination and (B) any such Restricted Shares that would have become vested during the Forward Vesting Period in clause (a) above multiplied by (ii) a fraction, the numerator of which is the total number of days elapsed during the period beginning on the Grant Date, and ending on the date of termination, inclusive, and the denominator of which is the total number of days during the period beginning on the Grant Date, and ending on _____________
[Insert final Vesting Date]
, inclusive.
For purposes of determining the number of Restricted Shares that would have become vested in clause (a) above, “Forward Vesting Period” shall mean the period beginning on the date of termination and ending on the corresponding day (or, if there is no corresponding day, on the last day) of (x) the ninth month thereafter, if the Grantee is an Assistant Vice President or Vice President of the Company or a Subsidiary on the date of termination of his or her employment with the Company or a Subsidiary or (y) the twelfth month thereafter, if the Grantee is a Senior Vice President or Executive Vice President of the Company or a Subsidiary on the date of termination of his or her employment with the Company or a Subsidiary.
|
Additional Provisions
Applicable to Grantees who hold the office of Vice President or above as of the
|
[INCLUDE IN (1) STANDARD RSA FOR LMC EMPLOYEES, (2) MULTI-YEAR RSA FOR LMC EMPLOYEES AND (3) LMC NEW EMPLOYEE LONG-TERM RSA. DO NOT INCLUDE IN RSA FOR LMC NON-EMPLOYEE
|
Grant Date:
|
DIRECTORS.]
|
|
Forfeiture for Misconduct and Repayment of Certain Amounts
. If (i) a material restatement of any financial statement of the Company (including any consolidated financial statement of the Company and its consolidated Subsidiaries) is required and (ii) in the reasonable judgment of the Plan Administrator, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the Grantee, the Grantee will repay to the Company Forfeitable Benefits received by the Grantee during the Misstatement Period in such amount as the Plan Administrator may reasonably determine, taking into account, in addition to any other factors deemed relevant by the Plan Administrator, the extent to which the market value of Common Stock during the Misstatement Period was affected by the error(s) giving rise to the need for such restatement. “Forfeitable Benefits” means (i) any and all cash and/or shares of Common Stock received by the Grantee (A) upon the exercise during the Misstatement Period of any SARs held by the Grantee or (B) upon the payment during the Misstatement Period of any Cash Award or Performance Award held by the Grantee, the value of which is determined in whole or in part with reference to the value of Common Stock, and (ii) any proceeds received by the Grantee from the sale, exchange, transfer or other disposition during the Misstatement Period of any shares of Common Stock received by the Grantee upon the exercise, vesting or payment during the Misstatement Period of any Award held by the Grantee. By way of clarification, “Forfeitable Benefits” will not include any shares of Common Stock received upon vesting of any Restricted Shares during the Misstatement Period that are not sold, exchanged, transferred or otherwise disposed of during the Misstatement Period. “Misstatement Period” means the 12-month period beginning on the date of the first public issuance or the filing with the Securities and Exchange Commission, whichever occurs earlier, of the financial statement requiring restatement.
|
Qualifying Service:
|
[INCLUDE IN STANDARD AND MULTI-YEAR RSA AGREEMENTS FOR LMC EMPLOYEES, IN NEW EMPLOYEE LONG-TERM RSA AND IN STANDARD RSA FOR LMC NON-EMPLOYEE DIRECTORS.]
Unless the Plan Administrator in its sole discretion determines otherwise in connection with the commencement of employment or service to Liberty Interactive Corporation or its Subsidiary, notwithstanding anything to the contrary in this Agreement,
|
|
Grantee’s employment or service with Liberty Interactive Corporation or any entity that is a Subsidiary of Liberty Interactive Corporation at the time of determination shall be deemed to be employment or service with the Company for all purposes under the Awards granted pursuant to this Agreement.
|
Company Notice Address:
|
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Attn: General Counsel
|
NAME
|
Domicile
|
Atlanta Braves, Inc.
|
GA
|
Atlanta National League Baseball Club, Inc.
|
GA
|
Barefoot Acquisition, LLC
|
DE
|
Braves Productions, Inc.
|
GA
|
BRED Co., LLC
|
GA
|
Communication Capital, LLC
|
DE
|
JJCK, LLC (dba EmFinders)
|
TX
|
KnowledgeWhere Holdings, Inc.
|
DE
|
LBTW I, LLC
|
DE
|
LCAP Investments, LLC
|
DE
|
LDIG 2, LLC
|
DE
|
LDIG Cars, Inc.
|
DE
|
LDIG Financing LLC
|
DE
|
Liberty Aero, LLC
|
DE
|
Liberty AGI, LLC
|
DE
|
Liberty Animal Planet, LLC
|
CO
|
Liberty Asset Management, LLC
|
DE
|
Liberty Associated Holdings LLC
|
DE
|
Liberty Associated, Inc.
|
DE
|
Liberty ATCL, Inc.
|
CO
|
Liberty BC Capital, LLC
|
DE
|
Liberty Centennial Holdings, Inc.
|
DE
|
Liberty Challenger, LLC
|
DE
|
Liberty Citation, Inc.
|
DE
|
Liberty CM, Inc.
|
DE
|
Liberty Crown, Inc.
|
DE
|
Liberty CTL Marginco, LLC
|
DE
|
Liberty Denver Arena LLC
|
DE
|
Liberty Fun Assets, LLC
|
DE
|
Liberty GI II, Inc.
|
DE
|
Liberty GI, Inc.
|
DE
|
Liberty GIC, Inc.
|
CO
|
Liberty IATV Holdings, Inc.
|
DE
|
Liberty IATV, Inc.
|
DE
|
Liberty IB2, LLC
|
DE
|
Liberty Java, Inc.
|
CO
|
Liberty KV, LLC
|
DE
|
Liberty LYV Marginco, LLC
|
DE
|
Liberty MCNS Holdings, Inc.
|
CO
|
Liberty MLP, Inc.
|
CO
|
Liberty NC, LLC
|
DE
|
Liberty NEA, Inc.
|
DE
|
Liberty PL2, Inc.
|
DE
|
Liberty PL3, LLC
|
DE
|
Liberty Programming Company LLC
|
DE
|
Liberty Property Holdings, Inc.
|
DE
|
Liberty Radio, LLC
|
DE
|
Liberty Radio, 2, LLd
|
DE
|
Liberty Satellite & Technology, Inc. (fka TCI Satellite Entertainment, Inc.)
|
DE
|
Liberty Satellite Radio, Inc.
|
DE
|
Liberty Satellite, LLC
|
DE
|
Liberty SIRI Marginco, LLC
|
DE
|
Liberty Sling, Inc.
|
DE
|
Liberty Sports Interactive, Inc.
|
DE
|
Liberty Telematics, LLC (fka Liberty Satellite Radio Holdings, LLC)
|
DE
|
Liberty Tower, Inc.
|
DE
|
Liberty TWC Marginco, LLC
|
DE
|
Liberty VIA Marginco, LLC
|
DE
|
Liberty Virtual Pets, LLC
|
DE
|
Liberty WDIG, Inc.
|
DE
|
Liberty XMSR, Inc.
|
DE
|
LMC BET, LLC
|
DE
|
LMC Brazil, LLC
|
DE
|
LMC Cheetah 1, LLC
|
DE
|
LMC Cheetah 2, LLC
|
DE
|
LMC Cheetah 3, LLC
|
DE
|
LMC Denver Arena, Inc.
|
DE
|
LMC Events, LLC
|
DE
|
LMC IATV Events, LLC
|
DE
|
LMC VIV LOC, Inc.
|
DE
|
LSAT Astro LLC
|
DE
|
LSR Foreign Holdings 2, LLC
|
DE
|
LSR Foreign Holdings, LLC
|
DE
|
LTWX I, LLC
|
DE
|
LTWX V, Inc.
|
CO
|
MacNeil/Lehrer Productions [gp]
|
VA
|
Sirius XM Holdings, Inc.
|
DE
|
The Stadium Club, Inc.
|
GA
|
TP Israel, LLC
|
DE
|
TP Locater Sub, LLC (f/k/a Zoombak, LLC fka Connectid, LLC)
|
DE
|
TP UK, LLC
|
DE
|
TPRT, LLC
|
DE
|
TP Nigeria, LLC
|
DE
|
TruePosition, Inc.
|
DE
|
TSAT Holding 1, Inc.
|
DE
|
TSAT Holding 2, Inc.
|
DE
|
Useful Networks, Inc.
|
DE
|
Description
|
|
Registration Statement No.
|
|
Description
|
S-8
|
|
333-185992
|
|
Liberty Media Corporation Transitional Stock Adjustment Plan
|
S-8
|
|
333-185987
|
|
Liberty Media 401(k) Savings Plan
|
S-8
|
|
333-190018
|
|
Liberty Media Corporation 2013 Nonemployee Director Incentive Plan
|
S-8
|
|
333-190016
|
|
Liberty Media Corporation 2013 Incentive Plan
|
Date:
|
February 28, 2014
|
|
|
/s/ GREGORY B. MAFFEI
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Date:
|
February 28, 2014
|
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer
|
Dated:
|
February 28, 2014
|
|
/s/ GREGORY B. MAFFEI
|
|
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Dated:
|
February 28, 2014
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|