Qurate Retail (QRTEP) 10-Q 7 May 10 2010 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information
	3 Months Ended Mar. 31, 2010	Apr. 30, 2010 Series A [Member] Segment, Liberty Capital [Member]	Apr. 30, 2010 Series A [Member] Segment, Liberty Starz [Member]	Apr. 30, 2010 Series A [Member] Segment, Liberty Interactive [Member]	Apr. 30, 2010 Series B [Member] Segment, Liberty Capital [Member]	Apr. 30, 2010 Series B [Member] Segment, Liberty Starz [Member]	Apr. 30, 2010 Series B [Member] Segment, Liberty Interactive [Member]
Entity Registrant Name	LIBERTY MEDIA CORP
Entity Central Index Key	0001355096
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		87,965,714	48,909,740	568,101,194	7,381,311	2,363,545	29,250,069
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Document Type	10-Q
Amendment Flag	false
Document Fiscal Year Focus	2,010
Document Period End Date	2010-03-31
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	Mar. 31, 2010	Dec. 31, 2009
Assets
Cash and cash equivalents	$5,216	$4,835
Trade and other receivables, net	1,293	1,518
Inventory, net	1,007	985
Program rights	507	469
Financial instruments (note 8)	340	752
Other current assets	194	168
Total current assets	8,557	8,727
Investments in available-for-sale securities and other cost investments, including $913 million and $851 million pledged as collateral for share borrowing arrangements (note 6)	4,343	4,120
Investments in affiliates, accounted for using the equity method (note 7)	959	1,030
Property and equipment, at cost	2,163	2,163
Accumulated depreciation	(885)	(858)
Property and equipment, net	1,278	1,305
Intangible assets not subject to amortization (note 9):
Goodwill	6,192	6,225
Trademarks	2,508	2,508
Other	153	153
Total intangible assets not subject to amortization	8,853	8,886
Intangible assets subject to amortization, net (note 9)	2,915	3,027
Other assets, at cost, net of accumulated amortization	1,542	1,536
Total assets	28,447	28,631
Liabilities and Equity
Accounts payable	547	598
Accrued liabilities	972	1,037
Financial instruments (note 8)	1,068	1,002
Current portion of debt (note 10)	1,203	1,932
Current deferred income tax liabilities	1,248	1,247
Other current liabilities	429	360
Total current liabilities	5,467	6,176
Long-term debt, including $2,322 million and $2,254 million measured at fair value (note 10)	8,031	7,842
Deferred income tax liabilities	2,715	2,675
Other liabilities	1,681	1,700
Total liabilities	17,894	18,393
Equity
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued
Additional paid-in capital	8,914	8,900
Accumulated other comprehensive earnings, net of taxes	272	352
Retained earnings	1,239	850
Total stockholders' equity	10,432	10,109
Noncontrolling interests in equity of subsidiaries	121	129
Total equity	10,553	10,238
Commitments and contingencies (note 13)
Total liabilities and equity	28,447	28,631
Series A Segment, Liberty Capital [Member]
Equity
Common stock value	1	1
Series A Segment, Liberty Starz [Member]
Equity
Common stock value
Series A Segment, Liberty Interactive [Member]
Equity
Common stock value	6	6
Series B Segment, Liberty Capital [Member]
Equity
Common stock value
Series B Segment, Liberty Starz [Member]
Equity
Common stock value
Series B Segment, Liberty Interactive [Member]
Equity
Common stock value
Segment, Liberty Capital [Member]
Assets
Cash and cash equivalents	2,480	3,157
Trade and other receivables, net	99
Financial instruments (note 8)	340
Other current assets	93
Total current assets	3,012
Investments in available-for-sale securities and other cost investments, including $913 million and $851 million pledged as collateral for share borrowing arrangements (note 6)	4,043
Investments in affiliates, accounted for using the equity method (note 7)	118
Property and equipment, net	161
Intangible assets not subject to amortization (note 9):
Goodwill	200
Trademarks	14
Other	153
Intangible assets subject to amortization, net (note 9)	176
Other assets, at cost, net of accumulated amortization	1,059
Total assets	8,936
Liabilities and Equity
Accounts payable	11
Accrued liabilities	157
Intergroup payable (receivable)	(49)
Financial instruments (note 8)	919
Current portion of debt (note 10)	483
Current deferred income tax liabilities	1,254
Other current liabilities	133
Total current liabilities	2,908
Long-term debt, including $2,322 million and $2,254 million measured at fair value (note 10)	1,963
Deferred income tax liabilities	12
Other liabilities	1,412
Total liabilities	6,295
Equity
Total stockholders' equity	2,639
Noncontrolling interests in equity of subsidiaries	2
Total liabilities and equity	8,936
Segment, Liberty Starz [Member]
Assets
Cash and cash equivalents	1,005	794
Trade and other receivables, net	190
Program rights	507
Current deferred tax assets	60
Other current assets	24
Total current assets	1,786
Investments in available-for-sale securities and other cost investments, including $913 million and $851 million pledged as collateral for share borrowing arrangements (note 6)	1
Property and equipment, net	105
Intangible assets not subject to amortization (note 9):
Goodwill	133
Trademarks	2
Intangible assets subject to amortization, net (note 9)	2
Deferred tax assets	11
Other assets, at cost, net of accumulated amortization	393
Total assets	2,433
Liabilities and Equity
Accounts payable	5
Accrued liabilities	164
Intergroup payable (receivable)	(78)
Financial instruments (note 8)	1
Current portion of debt (note 10)	4
Other current liabilities	143
Total current liabilities	239
Long-term debt, including $2,322 million and $2,254 million measured at fair value (note 10)	43
Other liabilities	49
Total liabilities	331
Equity
Total stockholders' equity	2,102
Total liabilities and equity	2,433
Segment, Liberty Interactive [Member]
Assets
Cash and cash equivalents	1,731	884
Trade and other receivables, net	1,004
Inventory, net	1,007
Other current assets	77
Total current assets	3,819
Investments in available-for-sale securities and other cost investments, including $913 million and $851 million pledged as collateral for share borrowing arrangements (note 6)	299
Investments in affiliates, accounted for using the equity method (note 7)	841
Property and equipment, net	1,012
Intangible assets not subject to amortization (note 9):
Goodwill	5,859
Trademarks	2,492
Intangible assets subject to amortization, net (note 9)	2,737
Other assets, at cost, net of accumulated amortization	90
Total assets	17,149
Liabilities and Equity
Accounts payable	531
Accrued liabilities	651
Intergroup payable (receivable)	127
Financial instruments (note 8)	148
Current portion of debt (note 10)	716
Current deferred income tax liabilities	54
Other current liabilities	153
Total current liabilities	2,380
Long-term debt, including $2,322 million and $2,254 million measured at fair value (note 10)	6,025
Deferred income tax liabilities	2,714
Other liabilities	220
Total liabilities	11,339
Equity
Total stockholders' equity	5,691
Noncontrolling interests in equity of subsidiaries	119
Total liabilities and equity	17,149
Segment, Inter-group eliminations [Member]
Assets
Current deferred tax assets	(60)
Total current assets	(60)
Intangible assets not subject to amortization (note 9):
Deferred tax assets	(11)
Total assets	(71)
Liabilities and Equity
Current deferred income tax liabilities	(60)
Total current liabilities	(60)
Deferred income tax liabilities	(11)
Total liabilities	(71)
Equity
Total liabilities and equity	($71)

1_CONDENSED CONSOLIDATED BALANC

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Millions, except Share data	3 Months Ended Mar. 31, 2010	12 Months Ended Dec. 31, 2009
Available-for-sale Securities Pledged as Collateral	$913	$851
Carrying value of debt measured at fair value	$2,322	$2,254
Preferred Stock, Par or Stated Value Per Share	0.01	0.01
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Shares Issued	0	0
Series A Segment, Liberty Capital [Member]
Common Stock, Par or Stated Value Per Share	0.01	0.01
Common Stock, Shares Authorized	2,000,000,000	2,000,000,000
Common Stock, Shares, Issued	89,927,424	89,814,862
Common Stock, Shares, Outstanding	89,927,424	89,814,862
Series A Segment, Liberty Starz [Member]
Common Stock, Par or Stated Value Per Share	0.01	0.01
Common Stock, Shares Authorized	4,000,000,000	4,000,000,000
Common Stock, Shares, Issued	48,886,240	49,673,954
Common Stock, Shares, Outstanding	48,886,240	49,673,954
Series A Segment, Liberty Interactive [Member]
Common Stock, Par or Stated Value Per Share	0.01	0.01
Common Stock, Shares Authorized	4,000,000,000	4,000,000,000
Common Stock, Shares, Issued	567,853,237	567,044,845
Common Stock, Shares, Outstanding	567,853,237	567,044,845
Series B Segment, Liberty Capital [Member]
Common Stock, Par or Stated Value Per Share	0.01	0.01
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares, Issued	7,381,311	7,405,151
Common Stock, Shares, Outstanding	7,381,311	7,405,151
Series B Segment, Liberty Starz [Member]
Common Stock, Par or Stated Value Per Share	0.01	0.01
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	2,363,545	2,365,545
Common Stock, Shares, Outstanding	2,363,545	2,365,545
Series B Segment, Liberty Interactive [Member]
Common Stock, Par or Stated Value Per Share	0.01	0.01
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	29,268,069	29,276,689
Common Stock, Shares, Outstanding	29,268,069	29,276,689

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions	3 Months Ended Mar. 31, 2010	3 Months Ended Mar. 31, 2009
Revenue:
Net retail sales	$2,025	$1,831
Communications and programming services	473	422
Total revenues	2,498	2,253
Operating costs and expenses:
Cost of sales	1,294	1,183
Operating	456	427
Selling, general and administrative, including stock-based compensation (note 3)	346	258
Depreciation and amortization	162	173
Total operating costs and expenses	2,258	2,041
Operating income (loss)	240	212
Other income (expense):
Interest expense	(170)	(137)
Share of earnings (losses) of affiliates, net (note 7)	9	(105)
Realized and unrealized gains (losses) on financial instruments, net (note 8)	167	(264)
Gains (losses) on dispositions, net (note 6)	363	(2)
Other, net	(2)	11
Total other income (expense)	367	(497)
Earnings (loss) from continuing operations before income taxes	607	(285)
Income tax benefit (expense)	(208)	137
Earnings (loss) from continuing operations	399	(148)
Earnings from discontinued operations, net of taxes (note 2)		21
Net earnings (loss)	399	(127)
Less net earnings attributable to the noncontrolling interests	10	9
Net earnings (loss) attributable to Liberty Media Corporation shareholders	389	(136)
Segment, Liberty Capital [Member]
Revenue:
Communications and programming services	166	125
Total revenues	166	125
Operating costs and expenses:
Operating	105	93
Selling, general and administrative, including stock-based compensation (note 3)	115	65
Depreciation and amortization	16	20
Total operating costs and expenses	236	178
Operating income (loss)	(70)	(53)
Other income (expense):
Interest expense	(23)	(40)
Intergroup interest income (expense)	2
Share of earnings (losses) of affiliates, net (note 7)	(14)	(8)
Realized and unrealized gains (losses) on financial instruments, net (note 8)	143	(199)
Gains (losses) on dispositions, net (note 6)	(1)
Other, net	20	26
Total other income (expense)	127	(221)
Earnings (loss) from continuing operations before income taxes	57	(274)
Income tax benefit (expense)	(35)	114
Earnings (loss) from continuing operations		(160)
Net earnings (loss)	22	(160)
Net earnings (loss) attributable to Liberty Media Corporation shareholders (specific to exhibit 99)	22	(160)
Net earnings (loss) attributable to Liberty Media Corporation shareholders	22	(160)
Earnings Per Share
Basic earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (note 4):	0.23	-1.67
Basic net earnings (loss) attributable to Liberty Media Corporation shareholders per common share (note 4):	0.23	-1.67
Diluted earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (note 4):	0.22	-1.67
Diluted net earnings (loss) attributable to Liberty Media Corporation shareholders per common share (note 4):	0.22	-1.67
Segment, Liberty Starz [Member]
Revenue:
Communications and programming services	307	297
Total revenues	307	297
Operating costs and expenses:
Operating	165	162
Selling, general and administrative, including stock-based compensation (note 3)	45	48
Depreciation and amortization	5	6
Total operating costs and expenses	215	216
Operating income (loss)	92	81
Other income (expense):
Interest expense		(1)
Intergroup interest income (expense)	2
Share of earnings (losses) of affiliates, net (note 7)		(2)
Realized and unrealized gains (losses) on financial instruments, net (note 8)	(1)	7
Other, net		(7)
Total other income (expense)	1	(3)
Earnings (loss) from continuing operations before income taxes	93	78
Income tax benefit (expense)	(36)	(18)
Earnings (loss) from continuing operations		60
Earnings from discontinued operations, net of taxes (note 2)		21
Net earnings (loss)	57	81
Net earnings (loss) attributable to Liberty Media Corporation shareholders (specific to exhibit 99)	57	81
Net earnings (loss) attributable to Liberty Media Corporation shareholders	57	81
Earnings Per Share
Basic earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (note 4):	1.14	0.12
Basic net earnings (loss) attributable to Liberty Media Corporation shareholders per common share (note 4):	1.14	0.16
Diluted earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (note 4):	1.1	0.12
Diluted net earnings (loss) attributable to Liberty Media Corporation shareholders per common share (note 4):	1.1	0.16
Segment, Liberty Interactive [Member]
Revenue:
Net retail sales	2,025	1,831
Total revenues	2,025	1,831
Operating costs and expenses:
Cost of sales	1,294	1,183
Operating	186	172
Selling, general and administrative, including stock-based compensation (note 3)	186	145
Depreciation and amortization	141	147
Total operating costs and expenses	1,807	1,647
Operating income (loss)	218	184
Other income (expense):
Interest expense	(147)	(96)
Intergroup interest income (expense)	(4)
Share of earnings (losses) of affiliates, net (note 7)	23	(95)
Realized and unrealized gains (losses) on financial instruments, net (note 8)	25	(72)
Gains (losses) on dispositions, net (note 6)	364	(2)
Other, net	(22)	(8)
Total other income (expense)	239	(273)
Earnings (loss) from continuing operations before income taxes	457	(89)
Income tax benefit (expense)	(137)	41
Earnings (loss) from continuing operations		(48)
Net earnings (loss)	320	(48)
Less net earnings attributable to the noncontrolling interests	10	9
Net earnings (loss) attributable to Liberty Media Corporation shareholders (specific to exhibit 99)	310	(57)
Net earnings (loss) attributable to Liberty Media Corporation shareholders	$310	($57)
Earnings Per Share
Basic earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (note 4):	0.52	-0.1
Basic net earnings (loss) attributable to Liberty Media Corporation shareholders per common share (note 4):	0.52	-0.1
Diluted earnings (loss) from continuing operations attributable to Liberty Media Corporation stockholders per common share (note 4):	0.51	-0.1
Diluted net earnings (loss) attributable to Liberty Media Corporation shareholders per common share (note 4):	0.51	-0.1

2_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) (USD $)
In Millions	3 Months Ended Mar. 31, 2010	3 Months Ended Mar. 31, 2009
Net earnings (loss)	$399	($127)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	(52)	(87)
Unrealized holding gains (losses) arising during the period	65	(2)
Recognition of previously unrealized losses (gains) on available-for-sale securities, net	(112)	2
Share of other comprehensive earnings (loss) of equity affiliates	5	(15)
Other comprehensive earnings (loss) from discontinued operations		(1)
Other	13	17
Other comprehensive earnings (loss)	(81)	(86)
Comprehensive earnings (loss)	318	(213)
Less comprehensive earnings (loss) attributable to the noncontrolling interests	9	(4)
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders	309	(209)
Segment, Liberty Capital [Member]
Net earnings (loss)	22	(160)
Other comprehensive earnings (loss), net of taxes:
Unrealized holding gains (losses) arising during the period	30	3
Reattribution of other comprehensive earnings between tracking stocks	30
Other comprehensive earnings (loss)	60	3
Comprehensive earnings (loss)	82	(157)
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders (specific to exhibit 99)	82	(157)
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders	82	(157)
Segment, Liberty Starz [Member]
Net earnings (loss)	57	81
Other comprehensive earnings (loss), net of taxes:
Unrealized holding gains (losses) arising during the period		(1)
Recognition of previously unrealized losses (gains) on available-for-sale securities, net		1
Other comprehensive earnings (loss) from discontinued operations		(1)
Other comprehensive earnings (loss)		(1)
Comprehensive earnings (loss)	57	80
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders (specific to exhibit 99)	57	80
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders	57	80
Segment, Liberty Interactive [Member]
Net earnings (loss)	320	(48)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	(52)	(87)
Unrealized holding gains (losses) arising during the period	35	(4)
Recognition of previously unrealized losses (gains) on available-for-sale securities, net	(112)	1
Share of other comprehensive earnings (loss) of equity affiliates	5	(15)
Reattribution of other comprehensive earnings between tracking stocks	(30)
Other	13	17
Other comprehensive earnings (loss)	(141)	(88)
Comprehensive earnings (loss)	179	(136)
Less comprehensive earnings (loss) attributable to the noncontrolling interests	9	(4)
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders (specific to exhibit 99)	170	(132)
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders	$170	($132)

3_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	3 Months Ended Mar. 31, 2010	3 Months Ended Mar. 31, 2009
Cash flows from operating activities:
Net earnings (loss)	$399	($127)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Earnings from discontinued operations		(21)
Depreciation and amortization	162	173
Stock-based compensation	39	28
Cash payments for stock-based compensation	(29)
Noncash interest expense	25	18
Share of (earnings) losses of affiliates, net	(9)	105
Cash receipts from returns on equity investments	5
Realized and unrealized (gains) losses on financial instruments, net	(167)	264
Losses (gains) on disposition of assets, net	(363)	2
Deferred income tax (benefit) expense	91	(201)
Other noncash charges (credits), net	43	39
Changes in operating assets and liabilities
Current and other assets	99	258
Payables and other current liabilities	42	(298)
Net cash provided by operating activities	337	240
Cash flows from investing activities:
Cash proceeds from dispositions	509	71
Proceeds from settlement of financial instruments, net	414	61
Investments in and loans to cost and equity investees	(176)	(418)
Repayment of loan by equity investee	25
Capital expended for property and equipment	(61)	(35)
Net sales of short term investments	35	35
Net (increase) decrease in restricted cash	(44)	12
Other investing activities, net	(8)	(11)
Net cash provided (used) by investing activities	694	(285)
Cash flows from financing activities:
Borrowings of debt	1,059	1,970
Repayments of debt	(1,667)	(355)
Repurchases of Liberty common stock	(44)	(3)
Other financing activities, net	13	(22)
Net cash provided (used) by financing activities	(639)	1,590
Effect of foreign currency exchange rates on cash	(11)	(37)
Net cash provided by discontinued operations:
Cash provided by operating activities		5
Cash provided by investing activities		10
Cash provided by financing activities
Change in available cash held by discontinued operations		27
Net cash provided by discontinued operations		42
Net increase (decrease) in cash and cash equivalents	381	1,550
Cash and cash equivalents at beginning of period	4,835	3,060
Cash and cash equivalents at end of period	5,216	4,610
Segment, Liberty Capital [Member]
Cash flows from operating activities:
Net earnings (loss)	22	(160)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization	16	20
Stock-based compensation	11	1
Cash payments for stock-based compensation	(1)
Share of (earnings) losses of affiliates, net	14	8
Cash receipts from return on equity investments	5
Realized and unrealized (gains) losses on financial instruments, net	(143)	199
Losses (gains) on disposition of assets, net	1
Intergroup tax allocation	(105)	(69)
Intergroup tax payments	29	76
Other intergroup cash transfers, net		6
Deferred income tax (benefit) expense	38	(82)
Other noncash charges (credits), net	11	19
Changes in operating assets and liabilities
Current and other assets	(47)	12
Payables and other current liabilities	232	52
Net cash provided by operating activities	83	82
Cash flows from investing activities:
Cash proceeds from dispositions	29	1
Proceeds from settlement of financial instruments, net	445	40
Investments in and loans to cost and equity investees	(176)	(410)
Repayment of loan by equity investee	25
Capital expended for property and equipment	(2)	(5)
Net sales of short term investments	35	35
Net (increase) decrease in restricted cash	(23)	7
Reattribution of cash	(807)
Other investing activities, net		(2)
Net cash provided (used) by investing activities	(474)	(334)
Cash flows from financing activities:
Borrowings of debt	38	1,954
Repayments of debt	(524)	(346)
Intergroup debt borrowings/(repayments)	158
Repurchases of Liberty common stock	(4)	(3)
Other financing activities, net	46	(4)
Net cash provided (used) by financing activities	(286)	1,601
Net cash provided by discontinued operations:
Net increase (decrease) in cash and cash equivalents	(677)	1,349
Cash and cash equivalents at beginning of period	3,157	1,496
Cash and cash equivalents at end of period	2,480	2,845
Segment, Liberty Starz [Member]
Cash flows from operating activities:
Net earnings (loss)	57	81
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Earnings from discontinued operations		(21)
Depreciation and amortization	5	6
Stock-based compensation	6	17
Cash payments for stock-based compensation	(28)
Share of (earnings) losses of affiliates, net		2
Realized and unrealized (gains) losses on financial instruments, net	1	(7)
Intergroup tax allocation	24	32
Intergroup tax payments	43	(5)
Other intergroup cash transfers, net		(5)
Deferred income tax (benefit) expense	11	(17)
Other noncash charges (credits), net	4	8
Changes in operating assets and liabilities
Current and other assets	(58)	(4)
Payables and other current liabilities	26	(36)
Net cash provided by operating activities	91	51
Cash flows from investing activities:
Cash proceeds from dispositions	29
Proceeds from settlement of financial instruments, net		21
Net (increase) decrease in restricted cash	(20)
Other investing activities, net		(11)
Net cash provided (used) by investing activities	9	10
Cash flows from financing activities:
Repayments of debt	(1)	(1)
Intergroup debt borrowings/(repayments)	158
Repurchases of Liberty common stock	(40)
Other financing activities, net	(6)
Net cash provided (used) by financing activities	111	(1)
Effect of foreign currency exchange rates on cash		(8)
Net cash provided by discontinued operations:
Cash provided by operating activities		5
Cash provided by investing activities		10
Change in available cash held by discontinued operations		27
Net cash provided by discontinued operations		42
Net increase (decrease) in cash and cash equivalents	211	94
Cash and cash equivalents at beginning of period	794	732
Cash and cash equivalents at end of period	1,005	826
Segment, Liberty Interactive [Member]
Cash flows from operating activities:
Net earnings (loss)	320	(48)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization	141	147
Stock-based compensation	22	10
Noncash interest expense	25	18
Share of (earnings) losses of affiliates, net	(23)	95
Realized and unrealized (gains) losses on financial instruments, net	(25)	72
Losses (gains) on disposition of assets, net	(364)	2
Intergroup tax allocation	81	37
Intergroup tax payments	(72)	(71)
Other intergroup cash transfers, net		(1)
Deferred income tax (benefit) expense	42	(102)
Other noncash charges (credits), net	28	12
Changes in operating assets and liabilities
Current and other assets	204	250
Payables and other current liabilities	(216)	(314)
Net cash provided by operating activities	163	107
Cash flows from investing activities:
Cash proceeds from dispositions	451	70
Proceeds from settlement of financial instruments, net	(31)
Investments in and loans to cost and equity investees		(8)
Capital expended for property and equipment	(59)	(30)
Net (increase) decrease in restricted cash	(1)	5
Reattribution of cash	807
Other investing activities, net	(8)	2
Net cash provided (used) by investing activities	1,159	39
Cash flows from financing activities:
Borrowings of debt	1,021	16
Repayments of debt	(1,142)	(8)
Intergroup debt borrowings/(repayments)	(316)
Other financing activities, net	(27)	(18)
Net cash provided (used) by financing activities	(464)	(10)
Effect of foreign currency exchange rates on cash	(11)	(29)
Net cash provided by discontinued operations:
Net cash provided by discontinued operations
Net increase (decrease) in cash and cash equivalents	847	107
Cash and cash equivalents at beginning of period	884	832
Cash and cash equivalents at end of period	$1,731	$939

4_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (USD $)
In Millions	Series A [Member] Segment, Liberty Capital [Member] Common stock [Member]	Series A [Member] Segment, Liberty Interactive [Member] Common stock [Member]	Segment, Liberty Capital [Member]	Segment, Liberty Starz [Member]	Segment, Liberty Interactive [Member]	Additional paid-in capital [Member]	Accumulated other comprehensive earnings [Member]	Retained earnings [Member]	Noncontrolling interest in equity of subsidiaries [Member]	Total
Balance at Dec. 31, 2009	$1	$6				$8,900	$352	$850	$129	$10,238
Net earnings			22	57	320			389	10	399
Other comprehensive loss			60		(141)		(80)		(1)	(81)
Stock compensation						54				54
Issuance of common stock upon exercise of stock options						4				4
Series A Liberty Capital stock repurchases						(4)				(4)
Series A Liberty Starz stock repurchases						(40)				(40)
Distribution to noncontrolling interest									(19)	(19)
Other									2	2
Balance at Mar. 31, 2010	$1	$6				$8,914	$272	$1,239	$121	$10,553

Basis of Presentation

Basis of Presentation
	3 Months Ended Mar. 31, 2010
Basis of Presentation	(1) Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Liberty Media Corporation and its controlled subsidiaries (collectively, "Liberty" or the "Company" unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce, media, communications and entertainment industries in North America, Europe and Asia. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10K for the year ended December 31, 2009. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Liberty considers (i) fair value measurement, (ii) accounting for income taxes, (iii) assessments of other-than-temporary declines in fair value of its investments and (iv) estimates of retail-related adjustments and allowances to be its most significant estimates. Liberty holds investments that are accounted for using the equity method. Liberty does not control the decision making process or business management practices of these affiliates. Accordingly, Liberty relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that Liberty uses in the application of the equity method. In addition, Liberty relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on Liberty's condensed consolidated financial statements.

Tracking Stocks

Tracking Stocks
	3 Months Ended Mar. 31, 2010
Tracking Stocks	(2) Tracking Stocks Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Liberty has three tracking stocks Liberty Interactive common stock, Liberty Starz common stock and Liberty Capital common stock, which are intended to track and reflect the economic performance of the Interactive Group, Starz Group and Capital Group, respectively. While the Interactive Group, the Starz Group and the Capital Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's stock or assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation. On November 19, 2009, Liberty completed its previously announced split-off (the "Split-Off") of its wholly owned subsidiary, Liberty Entertainment, Inc. ("LEI"), and the business combination transaction among Liberty, LEI and The DIRECTV Group, Inc. ("DIRECTV") (the "DTV Business Combination"). The Split-Off was accomplished by a redemption (the "Redemption") of 90% of the outstanding shares of Liberty Entertainment common stock in exchange for all of the outstanding shares of common stock of LEI, pursuant to which, 0.9 of each outstanding share of Liberty Entertainment common stock was redeemed for 0.9 of a share of the corresponding series of common stock of LEI, with payment of cash in lieu of any fractional shares. LEI held Liberty's 57% interest in DIRECTV (which had a carrying value of $13,475 million at the time of the Split-Off), 100% interest in Liberty Sports Holdings, LLC, 65% interest in Game Show Network, LLC and approximately $120 million in cash and cash equivalents, and approximately $2 billion of indebtedness. All of the businesses, assets and liabilities that were attributed to the Entertainment Group and were not held by LEI have remained with Liberty and continue to be attributed to the Entertainment Group, which Liberty redesignated as the Starz Group. The businesses that were held by LEI are accounted for as discontinued operations for periods prior to the Split-Off. On February 25, 2010, Liberty announced that its board of directors had resolved to effect the following changes in attribution between the Capital Group and the Interactive Group, effective immediately (the "Reattribution"): the change in attribution from the Interactive Group to the Capital Group of Liberty's 14.6% ownership interest in Live Nation Entertainment, Inc.; the change in attribution from the Capital Group to the Interactive Group of the following debt securities: o $469 million in principal amount of 4% Exchangeable Senior Debentures due 2029 (the "2029 Exchangeables"); o $460 million in principal amount of 3.75% Exchangeable Seni

Stock-Based Compensation

Stock-Based Compensation
	3 Months Ended Mar. 31, 2010
Stock-Based Compensation	(3) Stock-Based Compensation The Company has granted to certain of its directors, employees and employees of its subsidiaries options and stock appreciation rights ("SARs") to purchase shares of Liberty common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation (amounts in millions): Three months ended: March 31, 2010 $ 39 March 31, 2009 $ 28 In March of 2010, Liberty granted, primarily to QVC employees, 3.5 million options to purchase shares of Series A Liberty Interactive common stock. Such options had a weighted average grant-date fair value of $5.38 per share. These options vest semi-annually over the 4 year vesting period. During the three months ended March 31, 2010, Liberty granted, primarily to Starz Entertainment employees, 209,000 options to purchase shares of Series A Liberty Starz common stock. Such options had a weighted average grant-date fair value of $16.16 per share. These options vest quarterly over the 4 year vesting period. In addition, during the three months ended March 31, 2010 Liberty granted 6.2 million options to purchase shares of Series A Liberty Interactive common stock, 1.1 million options to purchase shares of Series A Liberty Capital common stock and 651,000 options to purchase shares of Series A Liberty Starz common stock, as a long-term incentive grant to Liberty officers. Such options had a weighted average grant-date fair value of $8.07, $19.38 and $22.94 per share, respectively. These options vest one third each on June 30, 2013, June 30, 2014 and December 31, 2015. The Company has calculated the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Liberty's stocks and the implied volatility of publicly traded Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. LibertyOutstanding Awards The following table presents the number and weighted average exercise price (''WAEP'') of options and SARs to purchase Liberty common stock granted to certain officers, employees and directors of the Company.

Earnings

Earnings (Loss) Per Common Share
	3 Months Ended Mar. 31, 2010
Earnings (Loss) Per Common Share	(4) Earnings (Loss) Per Common Share Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Series A and Series B Liberty Capital Common Stock Liberty Capital basic EPS for the three months ended March 31, 2010 and 2009 was computed by dividing the net earnings attributable to the Capital Group by the weighted average outstanding shares of Liberty Capital common stock for the period (97 million and 96 million, respectively). Fully diluted EPS for the three months ended March 31, 2010 and 2009 includes 2 million and less than 1 million common stock equivalents, respectively. Excluded from diluted EPS for the three months ended March 31, 2010 are approximately 1 million potential common shares because their inclusion would be anti-dilutive. Series A and Series B Liberty Starz Common Stock Liberty Starz basic EPS for the three months ended March 31, 2010 and 2009 was computed by dividing the net earnings attributable to the Starz Group by the weighted average outstanding shares of Liberty Starz common stock for the period (50 million and 517 million, respectively). Fully diluted EPS for the three months ended March 31, 2010 and 2009 includes 2 million and 1 million common stock equivalents, respectively. Excluded from diluted EPS for the three months ended March 31, 2010 are approximately 1 million potential common shares because their inclusion would be anti-dilutive. Series A and Series B Liberty Interactive Common Stock Liberty Interactive basic EPS for the three months ended March 31, 2010 and 2009 was computed by dividing the net earnings attributable to the Interactive Group by the weighted average outstanding shares of Liberty Interactive common stock for the period (595 million and 594 million, respectively). Fully diluted EPS for the three months ended March 31, 2010 and 2009 includes 7 million and 2 million common stock equivalents, respectively. Excluded from diluted EPS for the three months ended March 31, 2010 are approximately 31 million potential common shares because their inclusion would be anti-dilutive.

Assets and Liabilities Measured

Assets and Liabilities Measured at Fair Value
	3 Months Ended Mar. 31, 2010
Assets and Liabilities Measured at Fair Value	(5) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company's assets and liabilities measured at fair value are as follows: Fair Value Measurements at March 31, 2010 Quoted prices Significant other Significant inactive markets observable unobservable for identical assets inputs inputs Description Total (Level1) (Level2) (Level3) Amounts in millions Available-for-sale securities $ 4,313 3,934 379 -- Financial instrument assets $ 340 -- 340 -- Financial instrument liabilities $ 1,106 913 193 -- Debt $ 2,322 -- 2,322 -- The Company uses the Black-Scholes Model to estimate fair value for the majority of its Level 2 financial instrument assets and liabilities using observable inputs such as exchange-traded equity prices, risk-free interest rates, dividend yields and volatilities obtained from pricing services. For the Company's debt instruments reported at fair value, the Company gets quoted market prices from pricing services or from evidence of observable inputs, some of which may be obtained using third-party brokers. However, the Company does not believe such instruments are traded on "active markets," as defined in GAAP. Accordingly, the debt instruments are reported in the foregoing table as Level 2 fair value. The Company incorporates a credit risk valuation adjustment in its fair value measurements to estimate the impact of both its own nonperformance risk and the nonperformance risk of its counterparties. The Company estimates credit risk associated with its and its counterparties nonperformance primarily by using observable credit default swap rates for terms similar to those of the remaining life of the instrument, adjusted for any master netting arrangements or other factors that provide an estimate of nonperformance risk. These are Level 3 inputs. However, as the credit risk valuation adjustments were not significant, the Company continues to report its equity collars, interest rate swaps and put options as Level 2.

Investments in Available-for-Sa

Investments in Available-for-Sale Securities and Other Cost Investments
	3 Months Ended Mar. 31, 2010
Investments in Available-for-Sale Securities and Other Cost Investments	(6) Investments in Available-for-Sale Securities and Other Cost Investments All marketable equity and debt securities held by the Company are classified as available-for-sale ("AFS") and are carried at fair value generally based on quoted market prices. GAAP permits entities to choose to measure many financial instruments, such as AFS securities, and certain other items at fair value and to recognize the changes in fair value of such instruments in the entity's statement of operations (the "fair value option"). Liberty has entered into economic hedges for certain of its non-strategic AFS securities (although such instruments are not accounted for as fair value hedges by the Company). Changes in the fair value of these economic hedges are reflected in Liberty's statement of operations as unrealized gains (losses). In order to better match the changes in fair value of the subject AFS securities and the changes in fair value of the corresponding economic hedges in the Company's financial statements, Liberty has elected the fair value option for those of its AFS securities which it considers to be non-strategic ("Non-strategic Securities"). Accordingly, changes in the fair value of Non-strategic Securities, as determined by quoted market prices, are reported in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations. The total value of the Non-strategic Securities aggregated $3,211 million as of March 31, 2010. Investments in AFS securities, including Non-strategic Securities, and other cost investments are summarized as follows: March 31, December 31, 2010 2009 amounts in millions Capital Group Time Warner Inc. (1) $ 1,070 997 Time Warner Cable Inc. (1) 458 356 Sprint Nextel Corporation ("Sprint") (1) 270 260 Motorola, Inc. (1) 364 403 Viacom, Inc. 261 226 Live Nation (2) 360 -- CenturyTel, Inc./Embarq Corporation (1) 191 195 Other AFS equity securities (1) 218 220 Sirius debt securities (3) 450 300 Other AFS debt securities 379 376 Other cost investments and related receivables 22 22 Total attributed Capital Group 4,043 3,355 Interactive Group IAC (4) 292 492 Other (5) 7 242 Total attributed Interactive Group 299 734 Starz Group Other 1 31 Total attributed Starz Group 1 31 Consolidated Liberty $ 4,343 4,120 (1) Includes shares pledged as collateral for share borrowing arrangements. See note 8. (2) On January 25, 2010, Live Nation, Inc. and Ticketmaster Entertainment, Inc. completed a merger transaction. Liberty owned approximately 29% of the outstanding common stock of Ticketmaster and received 1.474 shares of Live Nation for each share of Ticketmaster. As a result of the merger Liberty now owns approximately 15% of the combined entity and accounts for the new investment as an AFS security. Liberty recorded the transaction at fair value and recorded a $178 million gain. At the time of the merger the investment was attri

Investments in Affiliates Accou

Investments in Affiliates Accounted for Using the Equity Method
	3 Months Ended Mar. 31, 2010
Investments in Affiliates Accounted for Using the Equity Method	(7) Investments in Affiliates Accounted for Using the Equity Method Liberty has various investments accounted for using the equity method. The following table includes Liberty's carrying amount and percentage ownership of the more significant investments in affiliates at March 31, 2010 and the carrying amount at December 31, 2009: December 31, March 31, 2010 2009 Percentage Carrying Carrying ownership amount amount dollar amounts in millions Interactive Group Expedia 24% 634 631 Other various 207 264 Capital Group Sirius 40% 22 33 Other various 96 102 $ 959 1,030 The following table presents Liberty's share of earnings (losses) of affiliates: Threemonthsended March 31, 2010 2009 amounts in millions Interactive Group Expedia 14 9 Other 9 (104) Capital Group Sirius (8) -- Other (6) (8) Starz Group Other -- (2) $ 9 (105) Expedia The market value of the Company's investment in Expedia was $1,727 million and $1,781 million at March 31, 2010 and December 31, 2009, respectively. Summarized unaudited financial information for Expedia is as follows: Expedia Consolidated Balance Sheets March 31, December 31, 2010 2009 amounts in millions Current assets $ 1,713 1,225 Property and equipment 236 237 Goodwill 3,584 3,604 Intangible assets 809 823 Other assets 78 48 Total assets $ 6,420 5,937 Current liabilities $ 2,444 1,835 Deferred income taxes 230 224 Long-term debt 895 895 Other liabilities 244 233 Noncontrolling interest 68 67 Equity 2,539 2,683 Total liabilities and equity $ 6,420 5,937 Expedia Consolidated Statements of Operations Three months ended March 31, 2010 2009 amounts in millions Revenue $ 718 636 Cost of revenue (158) (144) Gross profit 560 492 Selling, general and administrative expenses (439) (381) Amortization (9) (9) Restructuring charges and other -- (9) Operating income 112 93 Interest expense (21) (22) Other income (expense), net 1 (4) Income tax expense (32) (27) Net earnings 60 40 Net earnings attributable to noncontrolling interests (1) (1) Net earnings attributable to Expedia, Inc. $ 59 39 Sirius XM Radio Inc. During 2009, Liberty made equity contributions and loans to SIRIUS XM and made open market purchases of SIRIUS XM public debt. In the first quarter of 2009, Liberty and SIRIUS XM entered into a senior secured loan agreement (the "Senior Loan") whereby Liberty loaned SIRIUS XM $250 million and made a commitment to loan an additional $30 million to fund qualifying expenditures by SIRIUS XM (the "Purchase Money Commitment"). In exchange for making the Senior Loan, Liberty received a $30 million origination fee. Liberty accounted for the origination fee as a discount to the Senior Loa

Financial Instruments

Financial Instruments
	3 Months Ended Mar. 31, 2010
Financial Instruments	8) Financial Instruments Equity Collars The Company has entered into equity collars and other financial instruments to manage market risk associated with its investments in certain marketable securities. These instruments are recorded at fair value based on option pricing models. Equity collars provide the Company with a put option that gives the Company the right to require the counterparty to purchase a specified number of shares of the underlying security at a specified price at a specified date in the future. Equity collars also provide the counterparty with a call option that gives the counterparty the right to purchase the same securities at a specified price at a specified date in the future. The put option and the call option generally have equal fair values at the time of origination resulting in no cash receipts or payments. Borrowed Shares From time to time and in connection with certain of its derivative instruments, Liberty borrows shares of the underlying securities from a counterparty and delivers these borrowed shares in settlement of maturing derivative positions. In these transactions, a similar number of shares that are owned by Liberty have been posted as collateral with the counterparty. These share borrowing arrangements can be terminated at any time at Liberty's option by delivering shares to the counterparty. The counterparty can terminate these arrangements at any time. The liability under these share borrowing arrangements is marked to market each reporting period with changes in value recorded in unrealized gains or losses in the consolidated statement of operations. The shares posted as collateral under these arrangements are marked to market each reporting period with changes in value recorded as unrealized gains or losses in the consolidated statement of operations. The Company's financial instruments are summarized as follows: Type of March 31, December 31, financial instrument 2010 2009 amounts in millions Assets Equity collars (1) $ 340 752 Liabilities Borrowed shares (2) $ 913 851 Other 193 283 1,106 1,134 Less current portion (1,068) (1,002) $ 38 132 (1) Represents the Company's Sprint equity collars at March 31, 2010 which mature in the current year. The Company has made borrowings against substantially all of the future cash proceeds to be received by the Company upon expiration of these equity collars. (2) The market values of borrowed shares are as follows: March 31, December 31, 2010 2009 amounts in millions Time Warner $ 95 88 Time Warner Cable 40 31 Sprint 167 125 Motorola 364 403 CenturyTel 107 84 Other 140 120 $ 913 851 Realized and Unrealized Gains (Losses) on Financial Instruments Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: Three months ended March 31, 2010 2009 amounts in millions Non-strategic Securities $ 209 10 Exchangeable senior debentures

Intangible Assets

Intangible Assets
	3 Months Ended Mar. 31, 2010
Intangible Assets	(9) Intangible Assets Goodwill Changes in the carrying amount of goodwill are as follows: Starz QVC Entertainment Other Total amounts in millions Balance at January 1, 2010 $ 5,395 132 698 6,225 Foreign currency translation adjustments (32) -- -- (32) Other -- -- (1) (1) Balance at March 31, 2010 $ 5,363 132 697 6,192 Intangible Assets Subject to Amortization Amortization expense for intangible assets with finite useful lives was $116 million and $124 million for the three months ended March 31, 2010 and 2009, respectively. Based on its amortizable intangible assets as of March 31, 2010, Liberty expects that amortization expense will be as follows for the next five years (amounts in millions): Remainder of 2010 $ 362 2011 $ 444 2012 $ 406 2013 $ 370 2014 $ 353

Long-Term Debt

Long-Term Debt
	3 Months Ended Mar. 31, 2010
Long-Term Debt	(10) Long-Term Debt Debt, excluding intergroup debt, is summarized as follows: Outstanding principal Carrying value March 31, March 31, December 31, 2010 2010 2009 Capital Group amounts in millions Exchangeable senior debentures 3.125% Exchangeable Senior Debentures due 2023 $ 1,138 1,211 1,157 4% Exchangeable Senior Debentures due 2029 -- -- 243 3.75% Exchangeable Senior Debentures due 2030 -- -- 237 3.5% Exchangeable Senior Debentures due 2031 -- -- 297 Liberty bank facility 750 750 750 Liberty derivative loan 379 379 838 Subsidiary debt 106 106 131 Total attributed Capital Group debt 2,373 2,446 3,653 Interactive Group Senior notes and debentures 5.7% Senior Notes due 2013 803 801 801 8.5% Senior Debentures due 2029 287 284 284 8.25% Senior Debentures due 2030 504 501 501 4% Exchangeable Senior Debentures due 2029 469 248 -- 3.75% Exchangeable Senior Debentures due 2030 460 230 -- 3.5% Exchangeable Senior Debentures due 2031 492 295 -- 3.25% Exchangeable Senior Debentures due 2031 541 338 320 QVC 7.125% Senior Secured Notes due 2017 500 500 -- QVC 7.5% Senior Secured Notes due 2019 1,000 984 983 QVC 7.375% Senior Secured Notes due 2020 500 500 -- QVC Bank Credit Facilities 1,996 1,996 2,996 Other subsidiary debt 64 64 188 Total attributed Interactive Group debt 7,616 6,741 6,073 Starz Group Subsidiary debt 47 47 48 Total attributed Starz Group debt 47 47 48 Total consolidated Liberty debt $ 10,036 9,234 9,774 Less current maturities (1,203) (1,932) Total long-term debt $ 8,031 7,842 Senior Notes and Debentures In May of 2010, Liberty commenced a cash tender offer for up to $400 million aggregate principal amount of the outstanding 5.7% senior notes due 2013. The total consideration payable under the tender offer will be determined based on a modified "Dutch Auction" procedure. The settlement of the tender offer is expected to occur in the second quarter of 2010. Exchangeable Senior Debentures As discussed in Note 2, effective February 25, 2010 the Board of Directors of Liberty reattributed the 4%, 3.75% and 3.5% Exchangeable Senior Debentures from the Liberty Capital Group to the Liberty Interactive group which was accounted for on a prospective basis. QVC 7.125% Senior Secured Notes due 2017 During the first quarter of 2010, QVC issued $500 million principal amount of 7.125% Senior Secured Notes due 2017 at par. QVC used the proceeds from such offering to retire certain outstanding term loans under QVC's Bank Credit Facilities that were to mature on various dates between 2010 and 2014. QVC 7.375% Senior Secured Notes due 2020 During the first quarter of 2010, QVC issued $500 million principal amount of 7.375% Senior Secured Notes due 20

Stockholders' Equity

Stockholders' Equity
	3 Months Ended Mar. 31, 2010
Stockholders' Equity	(11) Stockholders' Equity As of March 31, 2010, Liberty reserved for issuance upon exercise of outstanding stock options the following: Series A Series B amounts in millions Liberty Capital common stock 6.0 -- Liberty Interactive common stock 49.6 7.5 Liberty Starz common stock 3.4 0.6 In addition to the Series A and Series B Liberty Capital common stock, the Series A and Series B Liberty Interactive common stock and the Series A and Series B Liberty Starz common stock, there are 2.0 billion, 4.0 billion and 4.0 billion shares of Series C Liberty Capital, Series C Liberty Interactive and Series C Liberty Starz common stock, respectively, authorized for issuance. As of March 31, 2010, no shares of any Series C common stock were issued or outstanding. As of March 31, 2010, put options with respect to 12.6 million shares of LINTA with a weighted average put price of $17.27 remained outstanding. Such put options expire before November 15, 2010. The Company accounts for the foregoing put options as financial instrument liabilities due to their settlement provisions. Accordingly, the put options are recorded in financial instrument liabilities at fair value, and changes in the fair value are included in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations.

Transactions with Related Parti

Transactions with Related Parties
	3 Months Ended Mar. 31, 2010
Transactions with Related Parties	(12) Transactions with Related Parties As discussed in note 2, Liberty previously held an investment in DIRECTV. During the three months ended March 31, 2009, subsidiaries of Liberty recognized aggregate revenue of $75 million from DIRECTV for distribution of their programming. In addition, subsidiaries of Liberty made aggregate payments of $8 million to DIRECTV for carriage and marketing.

Commitments and Contingencies

Commitments and Contingencies
	3 Months Ended Mar. 31, 2010
Commitments and Contingencies	(13) Commitments and Contingencies Film Rights Starz Entertainment, a wholly-owned subsidiary of Liberty, provides premium video programming distributed by cable operators, direct-to-home satellite providers, telephone companies, other distributors and the Internet throughout the United States. Starz Entertainment has entered into agreements with a number of motion picture producers which obligate Starz Entertainment to pay fees ("Programming Fees") for the rights to exhibit certain films that are released by these producers. The unpaid balance of Programming Fees for films that were available for exhibition by Starz Entertainment at March 31, 2010 is reflected as a liability in the accompanying condensed consolidated balance sheet. The balance due as of March 31, 2010 is payable as follows: $120 million in 2010 $5 million in 2011 and $2 million thereafter. Starz Entertainment has also contracted to pay Programming Fees for films that have been released theatrically, but are not available for exhibition by Starz Entertainment until some future date. These amounts have not been accrued at March 31, 2010. Starz Entertainment is obligated to pay Programming Fees for all qualifying films that are released theatrically in the United States by studios owned by The Walt Disney Company ("Disney") through 2015 and all qualifying films that are released theatrically in the United States by studios owned by Sony through 2016. Films are generally available to Starz Entertainment for exhibition 10-12 months after their theatrical release. The Programming Fees to be paid by Starz Entertainment are based on the quantity and the domestic theatrical exhibition receipts of qualifying films. As these films have not yet been released in theatres, Starz Entertainment is unable to estimate the amounts to be paid under these output agreements. However, such amounts are expected to be significant. In addition, Starz Entertainment has agreed to pay Sony Pictures Entertainment ("Sony") a total of $190 million in four annual installments of $47.5 million beginning in 2011 for a contract extension. In December 2008, Starz Entertainment entered into a new agreement with Sony requiring $120 million in three equal annual installments beginning in 2015. Starz Entertainment's estimate of amounts payable under these agreements is as follows: $284 million in 2010; $235 million in 2011; $93 million in 2012; $84 million in 2013; $67 million in 2014 and $145 million thereafter. Guarantees Liberty guarantees Starz Entertainment's obligations under certain of its studio output agreements. At March 31, 2010, Liberty's guarantees for obligations for films released by such date aggregated $673 million. While the guarantee amount for films not yet released is not determinable, such amount is expected to be significant. As noted above, Starz Entertainment has recognized the liability for a portion of its obligations under the output agreements. As this represents a direct commitment of Starz Entertainment, a consolidated subsidiary of Liberty, Liberty has not recorded a separate indirect liability for its guarantee of these obligations. In connection with agreeme

Information About Liberty's Ope

Information About Liberty's Operating Segments
	3 Months Ended Mar. 31, 2010
Information About Liberty's Operating Segments	(14) Information About Liberty's Operating Segments Liberty, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce, media, communications and entertainment industries. Liberty has attributed each of its businesses to one of three groups: the Interactive Group, the Starz Group and the Capital Group. Each of the businesses in the tracking stock groups is separately managed. Liberty identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated revenue, pre-tax earnings or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Liberty's pre-tax earnings. The segment presentation for prior periods has been conformed to the current period segment presentation. Liberty evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent. In addition, Liberty reviews nonfinancial measures such as subscriber growth, penetration, website visitors, conversion rates and active customers, as appropriate. Liberty defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock-based compensation). Liberty believes this measure is an important indicator of the operational strength and performance of its businesses, including each business's ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Liberty generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. For the three months ended March 31, 2010, Liberty has identified the following businesses as its reportable segments: QVCconsolidated subsidiary attributed to the Interactive Group that markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of televised shopping programs on the QVC networks and via the Internet through its domestic and international websites. Starz Entertainmentconsolidated subsidiary attributed to the Starz Group that provides premium programming distributed by cable operators, direct-to-home satellite providers, telephone companies, other distributors and the Internet throughout the United States.