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Executives

Gregory Maffei – President and CEO

Christopher Shean – Controller

Michael George – CEO, QVC

Chris Albrecht – CEO, Starz

Bill Myers – President, Starz Entertainment

Glen Curtis – CFO

Analysts

Barton Crockett – Lazard Capital Markets

Doug Anmuth – Barclays Capital

Tom Egan – Collins Stewart

James Ratcliffe – Barclays Capital

David Gober – Morgan Stanley

Matthew Harrigan – Wunderlich Securities

John Teeker – Maxim

Martin Pyykkonen – Wedge Partners

Murray Arenson – BGB Securities

Liberty Media Corporation (LCAPA) Q3 2010 Earnings Conference Call November 5, 2010 12:00 PM ET

Operator

Good day and welcome everyone to the Liberty Media Corporation quarterly earnings conference call. Today’s call is being recorded. This call includes certain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements about financial guidance, business strategies, market potential, future financial performance, new service and product launches, the anticipated split off of the Liberty Capital and Liberty Starz Groups and other matters that are not historical facts.

These forward looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed and implied by such statements including, without limitation, possible changes in market, acceptance of new products or services, competitive issues, regulatory issues, continued access to capital on terms acceptable to Liberty Media and the satisfaction of the conditions of the post-split off.

These forward looking statements speak only as of the date of this call and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in Liberty Media’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

On today’s call we will discuss certain non-GAAP financial measures including adjusted EBITDA. Required definitions and conciliations (inaudible) schedules 1-2-3 can be found at the end of the presentation.

At this time for opening remarks and introductions, I would like to turn the call over to the President and Chief Executive Officer Mr. Gregory Maffei. Please go ahead, sir.

Gregory Maffei

Thank you very much and thank you all on the call today for joining us and your continued interest in Liberty Media. Today speaking on the call, besides myself, we’ll have our controller Chris Shean; the QVC CEO, Mike George and the Starz CEO, Chris Albrecht. Also assembled here we have several senior Liberty QVC and Starz executives and we’ll all be available to answer questions after the prepared remarks.

So turn to slide three in the Q3 highlights. I think we had another strong quarter with solid operating performance across our businesses led by our strong management teams. We had good progress at the Liberty level, we think towards improving our clarity and moving forward on some structural items.

At Liberty Media we filed the preliminary proxy for the split off of Liberty Capital and Liberty Starz. Prior to the split off, the Time Warner exchangeable debentures, the principal amount of which is $1.1 billion will be reattributed from Liberty Capital to Liberty Interactive along with cash and the stock underlying the exchangeable which is approximately 21.18 TWX shares, 5.5 million TWC shares and 2 million AOL shares.

Looking at Liberty Interactive, QVC again displayed good strength in operations. Revenue was up 7%, adjusted OIBDA was up 8%. Predictably notable was the fact that adjusted OIBDA included $9 million dollars of startup expense for Italy which had not been in the prior year. As you may recall, we launched Italy on October 1st, you’ll hear more about all of that from our CEO, Michael George.

The revenue growth attribucacy was impressive in many ways. It outperformed the industries for the mid-market luxury department stores, specialty and discount retailers. And notable, once again, we grew QVC.com’s business, the online portion of our business, much faster than Comscore and the major video commerce competitor as we have for the several last few quarters.

Importantly, we continue to add new names. (Inaudible) stock for future growth and on a structural level, we refinanced QVC’s bad credit facilities, extending maturities, lowering rates and providing us more flexible security.

QVC continues to reduce leverage. Since Q1 2010, LINTA has reduced leverage by almost $1.4 billion dollars. QVC’s leverage ratio at the end of Q3 was approximately 1.9 times. And after the close of the quarter, in fact yesterday, we paid down an additional $250 million dollars against the revolving credit facility although I note we may need to withdraw some of this prior to year-end.

In the LINTA category as well our eCommerce companies posted excellent 19% revenue growth. Once again we outpaced Comscore’s eCommerce growth estimate for Q3 of 9% by a substantial amount.

Looking at Liberty Starz, adjusted OIBDA went down slightly year over year primarily due to the timing of certain marketing and release expenses and original programming expenses. Chris will go into those in further detail, Chris Albrecht. Despite that, we remain comfortable with our 2010 guidance, which we offered up in November of 2009. The guidance range of 3% to 4% growth in revenue and 5% to 10% growth in OIBDA. But I would note, we think that OIBDA growth will be near the low end of the range.

We did also complete a new affiliation agreement with DISH, importantly a multi-year agreement. We increased subscriber accounts both sequentially and year over year versus declined in some of the other premium categories. And we changed the attribution of Starz Media from Liberty Capital to Liberty Starz, better reflecting, in our judgment, how we operate the businesses.

Starz Media results will be part of the attributed Liberty Starz income statement beginning in Q4 and the Liberty starts balance sheet that we issued at the end of Q3 includes the Starz Media assets and liabilities.

Lastly at Liberty Capital, Sirius XM was the largest asset in Liberty Capital once again posted very strong financial results driven by excellent operating performance including [Tram 3500 net adds] expect to end the year with over 20.1 million subscribers. [ARPU] was up 6%. [Churn] was down to 1.9%. The conversion rate was up to 48.1% versus 46.2% last year and the Sirius stock price is trading at about $1.51 or $1.52, flirting back and forth which values our equity stake in excess of $3.9 billion dollars.

Also notably in the corner we recap at Liberty Capital. We repurchased $156 million dollar’s worth of stock from July 31st to actually October 29th, so a little past the end of the quarter. And yesterday, as was reported on the Live Nation earnings call, we completed the purchase of 2.5 million shares of LYV at $9.62 per share. We bought those shares from Mr. Diller the former chairman for total consideration of $24.4 million dollars and that increased our stake in Live Nation to about 15.8%.

With that I’m going to turn over to Christopher Shean to let him first talk about the (inaudible) financial results in more detail.

Christopher Shean

Thanks Greg. Liberty Interactive Group’s revenue increased 8%, $2 billion dollars in Q3 while adjusted OIBDA increased 8% to $373 million dollars.

QVC, which the primary driver of these results increased total revenue by 7% to $1.8 billion dollars while adjusted OIBDA increased 8% to $369 million dollars. Liberty Interactive’s other eCommerce businesses grew 19% for the quarter. Overall revenue growth was partially offset by lower commission revenue earned when customers sign up for third party online discount services.

During Q1 a decision was made as we had reported previously to change the way these promotions are offered which had the impact of reducing the revenue earned from these services. These changes are expected to continue to adversely impact commission revenue throughout 2010.

Revenue earned from the commissions yield significantly higher margin than regular product sales, therefore this reduction has a more negative impact on adjusted OIBDA on a percentage basis.

Furthermore during the quarter, increased marketing expenses helped grow revenue in new customer names but negatively impacted adjusted OIBDA margins. Adjusted OIBDA for the eCommerce businesses increased $3 million dollars to $10 million total for Q3.

During the quarter we deconsolidated lockers based on a change in the government of the entity. On an apples to apples basis, if you were to back out the lockers results from the prior year, Q3 2009, adjusted OIBDA for the eCommerce business was relatively flat year over year.

Now let’s take a quick look at LINTA’s equity picture. At the end of Q3 the group had attributed cash and public investments of $4 billion dollars and $6.2 billion dollars of attributed debt.

QVC’s total debt to adjusted OIBDA ratio as defined in their credit agreement was approximately 1.9 times as compared to the maximum allowable leverage of 3.5 times. QVC’s gross leverage is down significantly from its peak in 2008.

Now we’ll have Mike George provide some additional comments on QVC.

Michael George

Thank you Chris. We were very pleased with the strong and balanced results we achieved in Q3 with consolidated revenue increasing 7% and adjusted OIBDA increasing 8%.

Every market showed strong gains in sales and adjusted OIBDA in eCommerce mix and in new customer growth rates. In the US we grew revenue 7% and adjusted OIBDA 8%. And OIBDA would have increased 10% excluding the impact of the change in our [Q-card] agreement.

We saw strength across a number of categories including kitchen, cook, floor care, domestics, holiday, consumer electronics, computers, apparel, accessories and beauty.

Our US eCommerce business continues to outpace overall internet retail sales with growth of 18%. QVC.com now represents 31% of US sales, up three points from last year. We also continue to add new customers in the US at a strong pace with revenue from new customers increasing 11% in the quarter; our fifth consecutive quarter of double-digit new customer revenue growth.

Our adjusted OIBDA margin increased slightly, driven by lower inventory (inaudible) charges and improvements in customer service productivity. Partially offsetting these gains were higher marketing expenses associated with our fashions night out pop up studio at Rockefeller Center.

Adjusted OIBDA was also impacted by our new [Q-card] agreement which went into effect August 2nd. As we discussed on our last call, this new arrangement freed up $500 million dollar receivable (inaudible) which was used to pay down outstanding debt and reduced our exposure to the potential bad debt of this portfolio. If the prior agreement were still in place, our adjusted OIBDA would have been $5 million dollars higher.

Turning to international, we saw outstanding results in our existing markets with international revenue up 8% and adjusted OIBDA up 17% in local currency. Excluding the impact of Italy startup costs.

The UK had another good quarter following a strong rebound in Q2 with revenue up 6% and adjusted OIBDA up 9% in local currency. The apparel, beauty, gift and consumer electronics businesses were particular standouts. The improvement in adjusted OIBDA was driven primarily by fixed cost leverage.

In Germany we posted one of the strongest results in several years with revenue up 9% and adjusted OIBDA up 25% in local currency. Growth in the home and accessories category was especially strong. The adjusted margin increased 210 basis points, driven by gains in initial product margins as we shifted the mix away from consumer electronics (missing audio) expenses.

Japan had another great quarter with revenue up 9% and adjusted OIBDA up 14% in local currency. Fashion and beauty businesses all turned in strong performances. Adjusted OIBDA margin increased 125 basis points driven primarily by reductions in carriage expenses following the renegotiation of several cable contracts earlier this year.

We incurred a $9 million dollar adjusted OIBDA loss in Italy as we ramped up our hiring in preparation for our October 1st launch. Now we’ve been pleased in these first few weeks since launch with the quality of execution in Italy and the positive feedback we’ve received from customers, vendors and the press on both the caliber of the programming and products. Initial sales have been a little softer than we anticipated but we’re encouraged by our week over week sales ramp.

In contrast with our past channel launches, QVC Italy launched in a digital channel environment and we know it takes longer for views to find us in a digital lineup. We’re also experiencing some issues with households receiving our channel. Now that may be impacting the visibility of our channel in up to half of our DTT homes. There are a number of issues behind that but this will improve as Italy moves through the analog transition over the next year.

We know it will also take some time to find the right product mix and begin to build a repeat customer base. Although we’re encouraged that initial results are showing repeat buy rates consistent with those of new customers in other markets. So despite these short term challenges, we do remain very confident in the potential of the market and that we continue to expect our 2010 full year OIBDA loss to be within our prior guidance of $30 million to $40 million.

And with that background by market I’ll close with a few overall comments on the business. Our customer growth funnel is strong. With worldwide revenue growth from new customers up 12% in constant currency and every market achieving growth in both new customers and total customer count.

Now we believe our sustained success over several quarters driving share gains relative to the retail market, increasing spend with our existing customers and growing new customer revenue at high levels speaks for our progress in creating a highly differentiated destination shopping experience. We were particularly encouraged by the overwhelming positive customer and press reaction to our pop up store and studio in Rockefeller Center for Fashion’s Night Out. We treated our customers to 17 hours of live programming over six days, extensive community engagement through Facebook, Twitter, YouTube and QVC.com, multiple in person customer events and most importantly great products from leading designers, stylists and celebrities including Issac Misrahe, Lori Goldstein, Rachel Doug, Mark Bauer, Jamie Bryant and the Kardashians.

This type of disruptive marketing and highly immersive customer experience clearly differentiates us from traditional eCommerce and brick and mortar competitors. And the strong results from the premier of our Liz Claiborne New York apparel line, our National Gem Gallery programming done through an exclusive partnership with the Smithsonian and Chef Gordon Ramsey’s cookware line, all point to the power of exclusive products, compelling programming, engaging guests and unique stories.

We also continue to enhance our multimedia platforms and drive strong eCommerce growth at rates that significantly outpace the industry. In Q3 worldwide eCommerce growth was 19% in constant currency. With every market increasing their eCommerce mix we now provide our live programming on four screens; TVs, PCs, SmartPhones and as of mid-October the iPad.

Now we also launched our second channel in Germany, Q Plus on September 1st and our second channel in the UK, which features the best of our beauty programming on October 26th. And we’ve completed a controlled customer beta of our new global eCommerce platform which we anticipate beginning to rollout in Q1.

And in addition to the strong top line growth, we anniversaried significant increase in adjusted OIBDA margin last Q3 with further OIBDA rate improvements in every market this Q3. These OIBDA gains reflect our constant focus, operating our business efficiently and maintaining tight control over inventories and expenses.

And with that I’ll turn it back to Chris.

Christopher Shean

Okay, let’s move onto Liberty Starz. Liberty Starz attributed revenue grew 5% in Q3 to $319 million dollars while adjusted OIBDA decreased 3% to $89 million dollars. At quarter end, Liberty Starz had attributed cash and public holdings of almost $1.2 billion dollars and attributed debt of $99 million dollars. These cash and debt figures are post the change of attribution of Starz Media to Liberty Starz.

Now Chris Albrecht will comment on events, Starz Entertainment and Media.

Chris Albrecht

Thank you. Q3 of (inaudible) continued solid operation performance (inaudible) with positive revenue growth and another quarter of subscriber gain albeit modest. (Inaudible) Encore overall (inaudible) operating results (inaudible) certain economic environments. (Inaudible)

Chris Albrecht

Yeah.

Gregory Maffei

We’re having a hard time hearing you. I’m not sure about the rest of the line. When we did the test it was fine but now it’s quite garbled. Why don’t we have Bill read it and see if you can find another line? And if we get clarity we’ll have you come in.

Chris Albrecht

Okay.

Gregory Maffei

But Bill should pick up maybe back a paragraph. Thanks Chris.

Bill Myers

I’ll go back and just start from the beginning since we got a little rotten start there. Q3 marked continued solid operating performance for Starz Entertainment with positive revenue growth and another quarter of subscriber gains, albeit modest at Starz and Encore. Overall we are extremely pleased with our operating results and believe our business (inaudible) in this soft and uncertain economic environment.

Regarding Starz Media we can make significant progress during Q3 and our stated pursuit of seeking strategic alternatives for certain non-core assets. Liberty also brought the financial structure of the two star entities more in line with their operational alignment to attributing the Starz media assets from Liberty Capital to Liberty Starz.

Let’s go into a little more detail on Starz entertainment. Revenue at Starz Entertainment increased by $15 million for Q3 to $316 million, an increase of 5%. Growth and subscription units with consignment deal based partners, higher effective subscription rates and international television and home video revenue associated with original program, primarily our Spartacus Blood and Sand series, accounted for the increase.

Adjusted OIBDA was relatively flat. Increased expenses associated with the original series, the pillars of the earth, and Spartacus higher move programming costs due to stronger box office performance from our first run output partners and cost associated with revenue earned on original program including increased amortization accounted for the relatively flat OIBDA performance.

The flagship Starz and Encore channels subscriber total both increased over Q2 2010 by 100 thousand in Q3 to 17.4 million and 32 million respectively. Additionally these figures represented the first year over year subscriber increase since Q1 2009.

In October we entered into a new multiyear deal with Dish Network that expands the relationships with one of our largest customers. The DISH affiliate agreement offers distribution of all the Starz Entertainment channels and advanced services. This agreement reflects the flexible approach we are taking without affiliates by leveraging the strong mix of exclusive Starz movie programming and the compelling Starz originals found across our family of channels and services.

The new DISH network affiliation pack follows in the footsteps of last quarter’s deal announcement with Comcast. Both agreements distribute our Starz online, Encore online and MoviePlex online services and leverage the increased industry roll out of authenticated online (inaudible) everywhere initiatives. We are continuing to engage in similar discussions with other key affiliates.

Looking at original programming, we were very pleased with the solid performance of Q3 original even series, The Pillars of the Earth. In addition to positive critical reviews and strong interest from our affiliates, each hour episode averaged more than 2.8 million viewers across all platforms.

In 2011 our Starz original schedule will be as follows, the Spartacus prequel, Spartacus Gods of the Arena; we’ll follow that up with Camelot where we retain all US pay TV rights including digital and home entertainment and Torchwood, which is a ten episode series based off the hit (inaudible).

Given Andy Whitfield’s unfortunate recurrence of cancer, a question mark hangs over our original programming plans, however, which is the second season of Spartacus. Although we are exploring the option of recasting the lead character, there is no guarantee we will wind opponent going that route. This does not reflect any wavering in our support for the property. To the contrary, because we have such great respect for the franchises creative integrity, we take the challenge of recasting the role of Spartacus very seriously. We expect to make a decision later this quarter and whatever it is, the decision will be a prudent one that factors in what is best for the show and best for Starz.

As we have discussed, Starz Entertainment is continuing to explore multiple alternative financing models to assist in financing our acceleration into the (inaudible) space. Meaningful dialogue with potential partners continues but as noted previously this process will take several more months before we come to a final resolution.

Shifting over to Starz Media, let’s first review the financial performance. Revenue for the quarter increased by $33 million to $89 million while adjusted OIBDA improved from a loss of $71 million in Q3 of 2009 to a loss of $6 million in Q3 of 2010. Improved quarter revenue performance was primarily attributable to the timing and number of theatrical releases at Starz media and Overture films along with the related fluctuations of theatrical, home video and television revenue and related expenses associated with these numbers.

Given the shutdown of Overture films, we do not expect Starz media to incur future annual operating losses of the same magnitude as recent years. As mentioned, we made great strategic progress with Starz Media in Q3 and in the period leading up to today’s call.

On September 30th of 2010 a change in attribution of the Starz Media business from the Liberty Capital (inaudible) stock group to the Liberty Starz (inaudible) stock group went into effect and thus brought a cleaner financial and operating structure for the combined businesses of Starz Entertainment and Starz media.

Last month we reached an agreement to sell the film, Roman animation studio to a group of investors led by former film Roman president Scott Greenberg. We are optimistic that that deal will close by the end of 2010.

And I addition, we continue to look at strategic alternatives for Starz Media remaining animation studio and we will keep you apprised of that progress as the quarter progresses.

Now I will turn it back to Chris.

Chris Albrecht

Thanks Bill. Taking a look at Liberty Capital, during the quarter, Liberty Capital revenue increased 47% to $251 million dollars while adjusted OIBDA was $25 million dollars. Primarily due to the number and timing of films released by Starz media and Overture films. The Liberty Capital group had attributed cash and public investments of $8 billion dollars and attributed debt of $1.9 billion dollars.

From July 31st through October 29th, 2010 Liberty purchased 3.3 million shares of LCAPA common stock at an average price of $46.61 for total cash consideration of $155.5 million dollars. Cumulative repurchases since the reclassification of the tracker represent 36.6% of those original shares outstanding.

Now the following item, you’ll see in our 10Q disclosures that will get filed later today, in 2009 Liberty settled various variable share forward sale contracts relating to Sprint and Century Link shares using borrowed shares. Liberty entered into those contracts in 2001 and received almost 1.2 billion dollars in connection with the settlement of such contracts in 2009. Liberty treated the settlement as an open transaction and deferred approximately $1.2 billion dollars of gain for income tax purposes.

For financial statement purposes, we recorded approximately $421 million dollars of deferred income tax liabilities for this item. In connection with its review, out 2009 tax return, the IRS questioned whether the gain realized on the settlement of the forward sales contract should be deferred. In October 2010, the IRS and liberty reached an agreement with respect to this issue. This agreement resulted in Liberty making current federal tax payments of $210 million dollars yesterday. For financial statement purposes, Liberty expects to record a current tax expense for this $210 million dollars and record a deferred income tax benefit of $421 million dollars in Q4 of 2010.

As a result of this agreement, Liberty will be able to unwind the related share borrowing arrangements by delivering shares that it actually owns without incurring any additional federal taxable income.

With that said I’ll now turn the call back over to Greg.

Gregory Maffei

Thanks Chris and thank you to Mike and Chris briefly and Bill Myers on the fill in for your updates on the respective businesses. I think we’re looking at slide nine, the Q3 Summary and Outlook. I feel that our businesses continue to post strong results in the face of an uncertain economy. Our priority as we finis 2010 and look forward to 2011 include Liberty Media continuing to progress, or make progress, on the split off of Liberty Capital and Liberty Starz and Liberty Interactive exploiting what we see as the many QVC growth opportunities including new markets and across new platforms. As Mike George talked about, continuing to look for eCommerce investments and acquisitions. We mentioned our desires but also our difficulties in finding those historically. And continuing to rationalize our non-core investments. Reality is we are focusing our business at Liberty Interactive on video and eCommerce and things that don’t fit into that portfolio as well are probably not part of the business for the long term.

At Liberty Starz we continue to hope to drive our cost effective original programming to differentiate and strengthen the Starz business and brand and we will evaluate opportunities for what to do with the cash and to improve our balance sheet management.

At Liberty Capital we expect to continue to deploy or invest our excess capital. You’ve seen us do that (inaudible) in investments and in repurchase and I expect those will be the two primary (inaudible) going forward. And again, at Liberty Capital we have a select group of non-core investments to rationalize.

With that, let me thank you for your continued interest in and support of the company, Liberty Media and operator, let’s open it up for questions.

Question-and-Answer Session

Operator

Thank you. The question and answer session will be conducted electronically. (Operator Instructions.) And we’ll go ahead and take our first question from Barton Crockett with Lazard Capital Markets.

Barton Crockett – Lazard Capital Markets

Great, thank you for taking the question. I wanted to first ask about Starz where it was a bit of a surprise to see that the rising cost but I was wondering, from here, how do you see costs? Do you see them trending flattish or is there a continued step function like we saw in Q3 over Q2?

Gregory Maffei

I’ll give a more general view and then I’ll let Bill Myers and Glen Curtis the CFO, give the real answer. You know, I think you’re seeing that we have one of the challenges with original programming is the lumpiness and the reality is we also have original programming that’s given to us by the movie creators and (inaudible) the studios with who we have output deals. And the timing of those can fluctuate but we still feel good about the long-term trend that we will have increased leverage on our content businesses and content costs if we are smart and clever about how we operate the business. So as I noted, while we see that lumpiness, we still feel good about the guidance we gave 12 months ago, albeit at the low end and not all the factors are in our control but those that we can manage, I think we’ve managed well. Bill.

Bill Myers

Yeah, I’m sure there’s much more to add there, I mean I think just for a little more detail, we have some movie content in this quarter from our output partners that was incredible strong; things like UP and 2012, so it does put us in that position where we will have peaks and quarters where we have really good times. And we showed (inaudible) this quarter which gave us a little bit more regional content this period then we had in the prior years. But, yeah, I agree with Greg, overall we still feel that we have the right programming mixed with originals and first runs.

Gregory Maffei

If you could just comment on the Spartacus launch as well because that had an impact on the quarter. Glenn, maybe you want to talk about that?

Glen Curtis

We released the DVD for Spartacus domestically on September 21st so we had cost associated with that release. Primarily marketing costs and also the inner company distribution fees that we have on efforts Starz Media. And so because we only had one week of revenue really in this corner, we had costs that exceeded that by about $3 million dollars. We would expect the marketing cost to set up future revenue in Q4.

Barton Crockett – Lazard Capital Markets

Okay, great. And then if I could ask one other question on the other Liberty Interactive (inaudible), one of the issues that came out of the HSN report was (inaudible) from really importing products, shipping (inaudible) from overseas, which has been an issue for some other retailers and at HSN it was mainly in their catalog segment, Corner Stone. Are you guys seeing anything like that or there something about your model that basically shields you from those shipping cost pressures?

Gregory Maffei

Mike, do you want to cover that?

Michael George

We’re not seeing any meaningful pressure. Most of the inbound freight in our model is paid for by the vendor. We do some direct importing but it’s a minority of the business and we have good long-term relationships and so far have not seen any meaningful cost pressure.

Barton Crockett – Lazard Capital Markets

Okay, great. I’ll leave it there. Thank you.

Operator

And we’ll take our next question from Doug Anmuth from Barclays Capital.

Doug Anmuth – Barclays Capital

Thanks for taking the question. Two things for Mike; first I was hoping you could comment on the trajectory during Q3 and what you’re seeing here and thinking about in terms of macro for Q4 and then secondly, if you could comment on the higher gross margins in Germany and just provide some more details there on what drove such a big list. Thanks.

Michael George

Sure, you know, in terms of Q3 I tried to shy away from month to month comparisons because it’s so influenced by our programming calendar but I would kind of characterize the quarter as fairly stable overall. I wouldn’t say there was an obvious trajectory one way or the other.

As usual I’ll avoid any comments on our own business in Q4, so I don’t have a lot to add to the holiday outlook for the industry other than what we kind of all saw with yesterday’s same store sales announcements. October was a fairly difficult month for the industry and just from my reading of the external reports and what I’m hearing, it was some combination of the unusually weather spell as well as I think folks just been an uncertain economy taking kind of a breather between fall spending and holiday spending. And October can be like that; it can be a hard month to get a real read on because it’s a little bit in between. But that’s my limited insight on the overall market and again, I’ll kind of shy away from QVC references.

In terms of Germany the single biggest impact, I believe, was the reduction in the mix of the consumer electronics business. You may recall that in Q2 we had good top line growth but we were not happy with our bottom line growth and felt that we had moved the business a little too aggressively to consumer electronics and needed a healthier balance. So we’ve been working on that for several months and I think the team really did a nice job of rebalancing the business and stabilizing margins.

The other secondary impact is that, this is part of sort of the long term program to improve the health of the Germany business been really improving our inventory management and as a result of that, reducing our markdown levels and we once again saw the percentage of business done at markdown levels is down in the quarter and the percentage of business done at full price, up. So I think those are the two primary drivers of the margin boost. Actually a third I would mention is we did see, our inventory levels came down in the way our obstellence (ph) modeling works, you know if inventory is down, you’ll incur less of an inventory charge. That element of it is heavily timing driven. When in the month or in the quarter do you receipt the product. But that’s a little more timing driven. The other two are more kind of fundamental to the mix of the business.

Doug Anmuth – Barclays Capital

Okay, great. Thank you.

Operator

And we’ll go ahead and take our next question from Tom Egan with Collins Stewart.

Tom Egan – Collins Stewart

Great, thank you. I realize it’s early but I was wondering if you could provide maybe a little bit of color on the expected accounting treatment for any of the new partnership original deals? For example, would you think that the cash payment and the amortization would both be split by a partner?

Gregory Maffei

If you think about obviously where early in those partnerships, the contact partnerships, I think the idea would be that, yes, it would be very attractive financially for Starz on several levels. First we believe more scale and output of original programming as a positive. Sharing those costs and the amortization for those is obviously a positive as well in terms of us finding a known de-risk partner, de-risk set of revenue streams for any original programming as we produce it. And then lastly we think there’s probably some upside in our receiving incremental revenue and fees from the partnership for distribution of the product across different platforms including DVD.

Tom Egan – Collins Stewart

Right.

Gregory Maffei

I think there are a lot of ways it could be very beneficial if we’re able to complete that partnership.

Tom Egan – Collins Stewart

So with Camelot and Torchwood, are these series that you expect to be shared.

Chris Albrecht

Greg can you hear me?

Gregory Maffei

Chris, yes great. We’re clear now.

Chris Albrecht

Okay, on Torchwood it’s pretty much a standard core production deal and the same thing with Camelot with treaty money on top. What we’re doing looking forward is to try to put together a structure that we can put all original programming through and maybe create some one off partnerships within that as well. But Torchwood and Camelot are things that we have looked at kind of outside of what we hope to be a more, you know, holistic strategy going forward.

Tom Egan – Collins Stewart

Right, okay. And then I just have a question on the repurchase. Obviously the stock’s been strong through the summer and the fall and I can see why it’s hard to maybe find the right price to repurchase it at, but is there anything structural that’s prohibiting you or any reason why you wouldn’t have bought back any of the shares (inaudible) the quarter.

Gregory Maffei

Tom, to make sure, you’re talking about shares of Liberty Starz?

Tom Egan – Collins Stewart

Yes.

Gregory Maffei

No, there’s nothing structural. I think we’ve outlined some of the reasons why we’re putting some other pieces in place and some of our thinking about what we want to do with the capital and that’s probably been rather than (inaudible) telling we’re trying to make some broader decision.

Tom Egan – Collins Stewart

Right, okay. Thank you.

Operator

And we’ll go to our next question with James Ratcliffe with Barclays Capital.

James Ratcliffe – Barclays Capital

Afternoon folks, thanks for- well morning I guess, thanks for taking the question. Two of them, first of all is Chris on the call? Was he able to reconnect again?

Chris Albrecht

Yeah, I’m here.

James Ratcliffe – Barclays Capital

Hi, you talked in the past about the prospects of being able to sell over the top services to various customers in various content, can you sort of talk about some of the options you have in terms of how you’d put those packages together and what the variables around them in terms of timing and content of new versus library in the like would be?

Chris Albrecht

Well, I don’t know if you were at our investor day presentation, but what we showed was the various products that Starz, Encore, MoviePlex packages are broken down into now and we also talked about achieving price parody for the same product across the distribution platform that includes traditional and new media distribution platforms. And so we’re investigating our arrangements will all distributors based on that product line and we’re in conversations now with the appropriate people. Some conversation early, some people are early in their plans. Obviously there’s been a lot of speculation around our Netflix arrangement and we continue to talk to them. So we’re out talking to the appropriate people and we think we have the appropriate strategy.

James Ratcliffe – Barclays Capital

And Greg, one for you if I could. I know it’s kind of unfair to ask a coach, so what do you do if you lose the game although it seems to be okay in politics to ask people what are you going to do when you lose the house, but in the event that you don’t get a declaratory ruling in your favor in Delaware, what do you do then? What sort of appeals process do you have and on the flip side if you do get that ruling what sort of appeals process or risk to finality could there be from one of the protesting bondholders? I’m basically just trying to get a handle on how long someone could string this process out if they wanted to?

Gregory Maffei

Well when you’re dealing with a litigation process there is no absolute certainty. Our hope would be for a fairly quick ruling sometime in February with the potential for appeals either way by ourselves or the other side that might stretch it out to as late as May. What would we do? Well there are obviously, well first of all we’re confident in our case, but in the event that we were to lose (inaudible) on appeal, I certainly think there are alternatives. We could imagine restructuring the deal. The argument would be largely about how we, as under the (inaudible), remove substantially all the assets and all businesses. So you could imagine situations in which less portions of the business are split off. That seems like the obvious remedy, I’m sure there are others as well. May would be the time we would think an appeals process would end.

James Ratcliffe – Barclays Capital

Great, thank you.

Operator

And we’ll go to our next question from David Gober with Morgan Stanley.

David Gober – Morgan Stanley

Thanks for taking the question, guys. I guess this one’s for Chris or Bill on the new DISH agreement. Just curious if you could kind of talk about how the authentication works there. Is this going to go through DISH’s TV Everywhere portal or whatever they’re building or is it something where their customers have to authenticate through a Starz Play website or something like that?

Gregory Maffei

Bill, why don’t you take that.

Bill Myers

This will go through their portal and they’ll handle all the authentication on their side. We are not establishing a separate location, if you will, where they would exit and go to a Starz separate website. So it will be all handled inside the DISH network.

David Gober – Morgan Stanley

And I know it’s difficult to comment on individual deals, but I as just curious if you could give us any detail, or I guess to ask differently; were there any major changes to the structure of that deal or is it relatively similar to traditional deals that you guys have done with DISH?

Gregory Maffei

I guess the real positive is it’s a relatively long deal, which is a positive for us. And what we have done with them, that’s a little bit different than where we are now. We have to move them more into a flat rate structure with agreed upon increases that work economically for us and works economically for them and allows them to use our product.

So it’s a little bit different than where we’ve been historically on the Starz side where we’ve been a consignment deal.

David Gober – Morgan Stanley

Great, and Chris, just to clarify some of the comments that you made about new entrance into digital distribution, just curious if those conversations have gained any urgency or if some of these p layers seem to be closer to launching or closer to actually coming to market with a product or existing services that maybe have gained some urgency on acquiring more content.

Chris Albrecht

I certainly wouldn’t use the word urgency, but I think that there’s an increased level of activity as people start to focus their plans about how they will answer this (inaudible). So there certainly are more than a couple of people to talk to. But any discussions are certainly in early stages.

David Gober – Morgan Stanley

Great, and I just had a couple for Greg as well.

Gregory Maffei

Two more please because we don’t want to have a monopolization of the queues. Go ahead.

David Gober – Morgan Stanley

So just to clarify on the Sprint piece, I think you mentioned that this allows you to basically unwind some of the potentially some of the borrowed shares that you put on there. Does this also cover the 2010 (inaudible) that come off or is that something that’s a separate issue?

Gregory Maffei

No, our settlement with the IRS and our payment of about $210 million dollars and release of about [$420 million] dollars of liabilities, it only relates to 2009. 2010 is still open and all the prior years will remain closed. So this is only just related just to the 2009. And as you know, the release of the shares really has no impact economically; it just means we’ve settled the issue. We get no further benefits from the shares or cost.

David Gober – Morgan Stanley

Great, I’ll leave it there, thanks.

Operator

And we’ll go to our next question from Matthew Harrigan with Wunderlich Securities.

Matthew Harrigan – Wunderlich Securities

Good morning and thanks for taking my questions. One, can you talk, you’ve always had a lot of runway internationally being able to enter new markets after other people have gone in and haven’t implemented as successful (inaudible), you’ve got some deep pocketed guys in Asia now, Korea, you know particularly who are pretty aggressive. I know there are some markets that you just aren’t going to go into for various governmental reasons. But can you talk about the (inaudible) of competition there and then lastly can you give us more clarity on eventual share repurchase activity (inaudible).

Gregory Maffei

Mike I’ll let you handle the first part and maybe I’ll handle the second.

Michael George

Sure, the I mean you’re right that in Asia there are certainly some strong competitors that are trying to expand into new markets, certainly a number of the Korean players are either looking at or expanding into China, India, Taiwan, other markets. I would say that’s a consideration for us, but we do believe that if we have to stay true to our model, we can make it work and you know, when you look at it, we have almost never been first competitor. Maybe never, and usually we enter our market, including the US market well after a number of other folks have entered. So we try not to get too distracted by what other folks are doing although we certainly pay attention to it. We continue to stay on our agenda which is, you know, we’d love to at some point expand further in Asia. We certainly think China is a very attractive and promising market, although not without a number of difficulties and issues. We also love India although again, challenges and probably a little further out. There are still places in Europe that we’d like to go like France. We’d love to get a foothold in the America’s at some point, like Brazil.

So we continue to explore all those options fairly actively but as I always caution when I talk about this, the timing of finding the right opportunity, the right partner, is very difficult to predict and you know we really have pretty high standards as to what it needs to look like. And so we’re okay waiting until the right deal emerges. So we continue to look seriously at international expansion in all those regions. And some of those regions there is more competition but I wouldn’t say that’s a significant concern for us.

Gregory Maffei

And on share repurchase, I think as a practical matter, until a resolution of some of our issues around the eventual split off, we’re probably less likely to be doing share repurchase.

Matthew Harrigan – Wunderlich Securities

Thank you.

Operator

And we’ll go to our next question from John Teeker with Maxim.

John Teeker – Maxim

Thank you. You mentioned you’d bought out (inaudible) in Live Nation, and you’re now up to nearly 16%. I wonder if you could just talk a little about how you see that business. They reported yesterday in the numbers were not strong and how are you sort of intend to affect change given I think you’re going to go up two more seats in your limit is to which committees you can sit on at the moment. Thanks.

Gregory Maffei

Well, you know, I think we tried to help out the former chairman there by taking his shares but we still look at that business as interesting. And while there clearly is a transition there, we have a reasonable good size stake, the largest stake in the business. Two board members as you noted including the (inaudible) chairman who may wish to add any commentary on this. The- I think the direction of the business is that they have some challenges related to both the consumer environment, current consumer environment and discretionary spending as well as some challenges related to technology and investments that they need to make on the ticket side. But that we think the business has some interesting long-term characteristics and is well positioned. And we think your management team is on track to do some of the right things.

John Teeker – Maxim:

Operator

And we’ll go to our next question from Martin Pyykkonen from Wedge Partners.

Martin Pyykkonen – Wedge Partners

Yeah, thanks, good morning. Question on Starz about the capital structure considering the comment that was made about several more months to consider and evaluate different options. If that’s the expectation, should we be thinking that at least through the first quarter, maybe first half of next year that they basically own leverage in the capital structure would stay the same as Starz as we see it today until you do figure that out? Is that a fair assessment?

Gregory Maffei

I don’t think we have a set time frame. I think we watch the lawn market and the appealing rate at which companies can issue debt including high yield issuers and are quite attractive and on the other hand we still have not yet entirely figured out what we would do with that incremental cap. So we’re weighing those two pieces but I don’t have a set date.

Martin Pyykkonen – Wedge Partners

Okay, and then one quick question on (inaudible) related to (inaudible) considering where (inaudible) is at over a dollar fifty I know you’re not going to say if and when and what manner you might do anymore in terms of buying in or increasing your stake. Could you just talk kind of qualitative about the NLL situation in terms of as it maybe continues to go higher how you evaluate that, you know imputed costs versus losing the NOL’s or some portion, the sooner you might make move rather than waiting to fully capture those. I’m just curious how you’re (inaudible). I know it’s complicated from a tax standpoint.

Gregory Maffei

Yeah, it’s quite complicated as you rightly noted. There are several factors that one of the factors is what’s called a 382 Limitation. The success of Sirius has sort of taken that off the table as an issue because they’re (inaudible) has grown so large, the NOL becomes left to the factor in the waiting.

So I don’t think that that is much of an issue. There are a ton of issues around our contractual issues with them about when we can increase our stake and how. There are some tax issues related if we were to ever go for a higher percentage, how we could utilize those NOLs or whether they’d become what is known as surely, which would limit potentially our use of them. And there’s a practical matter, there’s the reality that this stock is run an ungodly amount and, you now, the valuation is, well we have every (inaudible) in this business, valuation is something you might argue they need to grow into. We shall see. But we remain very excited about the long-term prospects for Sirius. But it’s lets crisp about what we will do.

Martin Pyykkonen – Wedge Partners

Okay, thank you.

Operator

And we’ll take our final question from Murray Arenson with BGB Securities.

Murray Arenson – BGB Securities

Thank you, good morning. I just wanted to ask a couple related questions on QVC just to try to get a feel for some of the newer technology things you had going on. The iPad application you mentioned, the mobile website, talk a little bit about how those are going and how we might see an impact from those. And along those lines, maybe as things get more electronic and internet entwined, is there a- does that change at all your approach to customer service? Can we see some changes along that side of the equation as well?

Gregory Maffei

Sure, we did launch our iPad application a couple weeks ago so I encourage everyone on the call to download it and you can have QVC with you 24 hours a day. And it’s a very compelling app, but it’s a fairly basic app at this stage, we’ll do a lot to enhance it, but just that mobility element to our business, I think is very meaningful because it does mean that you we’ll just get more time with our customer because she can now access us anywhere at any point with a beautiful HD quality view and experience and rich content as well. And we’ve barely begun to imagine the possibilities of that kind of a device. We’re really making QVC a portable experience on both rich media and content.

And we will be launching our mobile optimized, the next version of our mobile optimized website in a few weeks along with another round of specialized iPhone apps that target specific customer niches and I think that’s sort of the next generation of these apps is to have highly specialized apps that go after communities of interest within the overall QVC family.

So there’s a lot happening on that front. I think it’s hard to predict the exact impact on our business other than we do think it just helps us stay highly relevant, helps us grow the business with existing customers and new customers. We continue to believe that our eCommerce business, inclusive of mobile apps will hit or exceed 50% in the US by 2014. So a pretty meaningful mix shift.

We’re also experimenting with some things on the interactive front with our cable partners although those are early stages, but we’ll be testing next year. But we think the core strategy is really these mobile applications and the ability to interact both with the TV viewing experience as well as the mobile viewing experience through an interactive app on your phone and on your iPad.

So we think it just expands the market, expands the viewing time, expands the opportunity for us. And, you know, it certainly has some impact on customer service, we’ve obviously seen generally speaking the number of calls coming into our phone centers, order entry calls is, you know, growing at a much slower rate than our internet growth. That’s a good thing from a cost standpoint. And generally people that make a purchase online may also be more inclined to transact their customer service in a self-service mode online so we continue to work on upgrading the quality of our self-service tools on the website. I haven’t done all of that, you know, we always find that the best customer is one who engages with us across all channels including the phone. Our 20-year customer service veterans do an amazing job of engaging the customer and creating a great experience. So we kind of like the fact that folks still call in from time to time even if they’re heavy internet users.

Murray Arenson – BGB Securities

Great, thank you, I appreciate the color.

Gregory Maffei

Well, thank you to all of the questioners and all the listeners for their interest in Liberty. Thank you to all the presenters on the call today. We look forward to another good quarter, I hope to speak to you again in three months if not sooner. Thank you.

Operator

This concludes today’s Liberty Media Corporation quarterly earnings conference call. Thank you for attending and have a good day.

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