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Executives

Gregory B. Maffei – President and Chief Executive Officer

Christopher W. Shean – Senior Vice President, Controller

Mike George – President and Chief Executive Officer, QVC, Inc.

Chris Albrecht – President and Chief Executive Officer, Starz, LLC

Analysts

Barton Crockett – Lazard Capital Markets

Thomas Eagan – Collins Stewart LLC

Thomas Forte – Telsey Advisory Group

Richard Greenfield – BTIG

Matthew Harrigan – Wunderlich Securities

Benjamin Swinburne – Morgan Stanley

Ben Mogil – Stifel Nicolaus

Liberty Media Corporation (LINTA) Q2 2011 Earnings Call August 9, 2011 ET

Operator

Good day and welcome 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 or implied by such statements, including without limitation possible changes in market acceptance of new products or services, competitive issues, regulatory issues, continued access in capital in terms acceptable to Liberty Media and the satisfaction of the conditions to the proposed 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 statement is based.

On today’s call, we will discuss certain non-GAAP financial measures, including adjusted EBITDA. The required definitions and reconciliations, preliminary notes and schedules one through three can be found at the end of this 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. Greg Maffei. Please go ahead, sir.

Gregory B. Maffei

Thank you. Good morning to all of you and thank you for joining us today and for your continued interest in Liberty. Today, speaking on the call besides myself, we have Liberty’s controller, Chris Shean; QVC CEO, Mike George; and the Starz CEO, Chris Albrecht, also available to answer questions after our prepared remarks, are several senior Liberty, QVC and Starz executives.

So looking at the second quarter highlights, the Liberty Media, right now we continue to pursue the split-off of Liberty Capital and Liberty Starz from Liberty Interactive. Counselors for ourselves will appear in front of the Delaware Supreme Court on 14th of September, we hope to get a favorable ruling and close in Q3. I’d note that the shareholder vote that we previously received is valid until the 23rd of September. We remain confident that we will be able to close in that timeframe.

Looking out at the marketplace, I’d note we’re also well capitalized with cash, low leverage and long maturities on our existing debt to whether the turmoil and hopefully to take advantage of opportunities.

Looking now at Liberty Interactive, starting with QVC, which had very solid results and revenue growth in all markets up about 8% in revenue and excluding Italy and the impact of our GECC contract around 8% adjusted OIBDA, as well.

In the US, after a relatively slow April, we saw rising demand in May and then again, in June and continuing into July.

We saw local currency growth in Japan, its outstanding now quickly that market has rebounded since the tragedies of the spring.

Germany’s results were truly strong and impressive. Mike George will comment more on that as we go forward. And positively we continue to pay down debt reducing the bank credit facility, revolving credit facility at QVC by $117 million in the quarter continuing to drive our leverage down.

The e-commerce companies also had good results up about 18% in revenue; outpace in comp score indices for e-commerce growth which were up about 14%. Those results were lead by great performances at BackCountry and Bodybuilding.

Looking now at Liberty Starz, we’re very excited yesterday to announce, our partnership with BBC Worldwide, Chris Albrecht will go into that in further detail and discuss how that partnership covers development, production and distribution of original contents. Really, this is the completion in a form of the turbo project about which we've been talking for the last several quarters.

Starz also experienced strong revenue and adjusted OBIDA results and increased its subscribers at Starz and Encore by 10% and 3% respectively.

Looking lastly at Liberty Capital, Sirius XM posted very strong financial results driven by excellent operating performance and in the quarter with over 21 million subs, solid churn and ARPU results and good expense management led to adjusted EBITDA growth up 20% and they continue to decrease their leverage. I’d also note that Live Nation reported very good results, handily beating estimates with a strong 23% revenue growth for the quarter.

So with those highlight comments, let me turn it over to Chris Shean, to talk first about LINTA’s financial results in more detail.

Christopher W. Shean

Thanks, Greg. Liberty Interactive group's revenue increased 9% in the second quarter while adjusted OIBDA increased 5%. QVC increased total revenue by 8% for the quarter while adjusted OIBDA increased 4%.

Liberty Interactive’s other e-commerce businesses grew revenue 18% for the quarter and adjusted OIBDA grew 29%. The second quarter of 2010 included the results of Lockerz, which is a start up that we have which was deconsolidated in the third quarter of 2010. And if you exclude the results of Lockerz from the numbers adjusted OIBDA increased 11%.

Now let’s take a quick look at Liberty Interactive’s liquidity picture. At the end of the quarter, the group had attributed cash and public investments of $5.5 billion and $6.9 billion in attributed debt. QVC’s total debt to adjusted OIBDA ratio has defined in its credit agreement was approximately 1.58 times as compared to a maximum allowable leverage of 3.5 times.

And with that, I’ll hand it over to Mike George for additional comments on QVC.

Mike George

Thank you, Chris. In Q2 we grew revenue 8% with the balance growth across markets and a particular encouraging rebound in Japan. We also benefited from favorable exchange rates in all of our international markets. But we continue to enjoy strong growth from new customers as we now for several quarters with new customer revenue worldwide up 19% from last year. And global e-commerce revenue grew 17% and now represents 30% of our worldwide revenue.

Our adjusted OIBDA growth increased 4% for the quarter, excluding the impact of our new credit QCard agreement and the last is associated with our Italy start-up. Adjusted OIBDA grew 8% which improved OIBDA margins in all markets except Japan.

Now turning to the US, we achieved 3% revenue growth with continued strength and beauty and in kitchen, cooking and food, and improving performance in both home fashion and apparel. We continued to see solid growth in both new and existing customer spend, but net revenue growth was also negatively impacted by couple of factors. First, the shift to higher average prices points suppressed our shipping and handling revenue and reduced the net revenue growth rate by about one point. Second, we had higher sales of advanced order jewelry and electronic items and which will ship in the third quarter and will see the benefit then.

Revenue from new customers in the US grew 15% in the quarter and continuing a two year trend of strong growth in new customers as we brought in the appeal and accessibility of our brand.

Our e-commerce business in the US continued its strong growth trajectory up 13% QVC.com now represents 35% of our sales in the US up from 32% last year.

Adjusted OIBDA margin has declined 60 basis points due to the impact of the previously disclosed change in the terms of our agreement with GE Money Bank for our QCard. If the prior contract had been in place for the second quarter, our adjusted OIBDA would have been approximately $9 million higher. We anniversary this change in early August. So the year-over-year impact will be substantially less in Q3. As you’ll recall, upon the termination of the prior contract, a $501 million deposit with GE Money Back was returned to QVC and these funds are used to lower interest costs by paying down a portion of QVC’s bank facility.

Excluding the impact of the GE Money Bank contract, operating margins were up slightly largely driven by higher initial product margins and lower freight costs. An adjusted OIBDA would have been up 4% and that’s on top of the strong 10% growth in the prior year.

We had a number of product and programming highlights in the quarter as we continue to enrich our customer shopping experience, success included and growing momentum in our Isaac Mizrahi lifestyle brand supported by new Monday evening Isaac program the strong ratings along with good growth in our exclusive Liz Claiborne New York line, as well our exclusive Susan Graver apparel line.

A highly successful remote broadcast from the Food and Wine Classic in Aspen in partnership with Food and Wine Magazine and Extra TV, part of our overall focus on becoming the shopping destination for cooking and dining on the TV and the web.

Strengthening jewelry business after few challenging years bolstered by outstanding results from our remote broadcast at the Vicenza Gold Fair in Italy, and our Judith Ripka designer sterling business.

Continued expansion of our partnership with the Smithsonian with the broader range of products inspired by two of their museums. A continued success with independent beauty brands that we’ve been nurturing over the years, most notably in this quarter, Chaz Dean who now has an extraordinary and committed following and thanks to his presence on QVC.

And we saw high levels of positive press coverage as we continue to focus on topical and relevant content from our Royal Wedding programming featured in all of our markets around the world to the return of pop culture icons like the Kardashians, Shoshanna, and Melania Trump.

And finally as part of our expanding partnership with Vogue, we are celebrating QVC’s 25th anniversary this year with a year long 25 to Watch campaign featured in Vogue and on our own platforms, showcasing everyone from celebrity makeup artist Mally Roncal to fashion stylist Lori Goldstein, personal finance advisor Suze Orman, beauty innovator Josie Maran, designer Dennis Basso, and many others.

And looking at the third quarter we feel like we have an even stronger lineup as we once again play a prominent role in both Fashion's Night Out and Mercedes-Benz Fashion Week in New York in September, which will feature the premier of John Hardy jewelry and Heidi Klum accessories the return of Rachel Zoe, among others. And we’ll transition from our Fashion Week coverage in New York directly to Los Angles, but we will be broadcasting select program from LA Live complex, featuring a range of QVC personalities and brands from Isaac Mizrahi to Joan Rivers, Dennis Basso, Mally, Doris Roberts, and Gordon Ramsay, Suze Orman and a number of others.

Now turning to International, the UK had a good quarter with revenue up 4% in local currency on strength in apparel and most home categories partially offset by continued softness in jewelry. We continue to see promising results from QVC Beauty that’s the second channel that we launched in the UK last fall, based on the strong start, we expanded the distribution of the QVC Beauty channel to the Freeview DTT platform in addition to satellite and it’s on a part-time basis to give us a broader presence for the channel.

Our adjusted OIBDA in the UK increased 4% on largely stable operating margins. we saw good improvements in obsolescence rates, packaging and freight, partially offset by increases in our TV distribution costs as a result of the QVC Beauty expansion on the Freeview.

Our German business delivered another outstanding quarter with revenue in local currency up 7% and adjusted OIBDA growth of 21%. We saw a particular strength in nutrition, home fashion, home improvement, jewelry and apparel. E-commerce growth also continues to be very strong, up 25% in local currency and revenue from our second channel, Q Plus continues to show promising results as well. Adjusted OIBDA margins increased 200 basis points driven by improvements in product margins and inventory obsolescence.

Now while we’re very pleased with these results in Germany, I will caution as I did on the Q1 call that we benefited in the first half of the year from soft comparisons to the prior year when adjusted OIBDA declined 1%. In the back half of last year, adjusted OIBDA increased 20%. And so we do anticipate that year-over-year OIBDA results that will be softer in the second half against a much tougher comp.

In Japan, we were delighted to see the strong rebound from the tragic events of March. As I mentioned on the last call, in April, our first full month of operations after the earthquake, our gross demand was down about 8% to 10% year-over-year. Beginning in May, we returned to positive sales growth and for the full quarter, we increased net revenue 1%. We saw especially strong growth in apparel and positive results in beauty and in accessories.

Our high-end jewelry business however remains very challenged as customers cut their spending on luxury discretionary products. We’re particularly encouraged by the growth in new customer up 6% in the quarter due in part to the additional hour of carriage we added on the VS NTV platform.

Adjusted OIBDA margins declined 70 basis points and large part due to negative volume leverage on fixed price agreements with our TV affiliates as well as the cost of additional VS NTV carriage that I just mentioned. While we’re pleased with these results and very encouraged by the resiliency of our team and of the Japanese consumer, we’ve recognized that this story is not fully played out.

The outlook for the Japan economy remains highly uncertain and the impact of the aggressive energy conservation actions appear to having a dampening impact on consumer confidence in the marketplace. So it is very hard for us to predict the trajectory of the business in such a turbulent environment.

Italy achieved net revenue of €4 million in Q2, 67% sequential increase over Q1 and an adjusted OIBDA loss of €9 million. The story in Italy remains largely the same as on our Q1 call, as we continue to see good sequential sales growth following a softer than anticipated launch.

We continue to see many positive indicators as I mentioned last quarter that once consumers discover QVC and make their first purchase, all of their behaviors are meeting or beating our expectations. Including 96% positive customer satisfaction ratings, low return rates and high levels of repeat purchasing levels that even exceed those we see in the US business.

And since the customers reaction to our format in Italy has been so positive and we have decided to invest in a strong marketing campaign to build awareness and try to accelerate new customer acquisition which we began in May.

The cost of this campaign magnified our Q2 loss and we expected to hear OIBDA results through the back half by next year we would anticipate that this campaign will be a net positive to our results with the value of the new customers and revenue we gain outweighing the cost.

That said we are in the early stages of testing this heavier level of ad spend and we will keep a close eye on the impact. Beyond the cost of added advertising our OIBDA results are largely meeting our expectations and we are seeing strong gross profit margins and we are keeping a tight range on fixed expenses as we grow in to our cost structure.

In closing we were pleased with the balanced revenue and adjusted OIBDA results we drove across our markets in the second quarter in the phase of challenging economic headwinds, cost pressures and the natural disaster in Japan and we are encouraged by the trajectory of our newest business in Italy.

Despite the short term pressures out there we remain focused on creating an immersive and highly engaging shopping experience across all the screens and devices that our customers interact with on a daily basis and experience that is founded on a carefully curated product assortment, engaging personalities topical and relevant programming and highly connected and highly involved customer community.

With the growing stable of top tier brands and personalities in all our markets continued rapid growth in e-commerce and especially in mobile, successful second channels in UK and Germany over 500,000 Facebook fans globally who engage with us at rates well above Facebook norms and a two year trend of strong new customer acquisition we are confident this focus is paying off.

And with that I will turn it back to Chris.

Christopher W. Shean

Taking a look at Liberty Starz in the attributed financial statements which are going to be in the 10-Q that we will file later today we continue to share our Liberty Starz results in the first through the third quarters of 2010 at the legacy Starz Entertainment business we do that to tie back to attracting Starz results.

Starz Media was not attributed to Liberty Starz until September 30, 2010. However since the current results of Liberty Starz primarily represents results of Starz LLC for discussion purposes and MD&A and as an additional second in our slides the historical results for Starz Media’s legacy businesses has been combined to witness historical results of Startz Entertainment legacy business including the impact of inter company, inter group eliminations.

This provides us with the better comparison of the performance of the entire Starz LLC businesses on a year-over-year basis. We encourage you to take a look at that when that gets violated today. Starz LLC’s revenue grew 5% to $403 million in the second quarter and adjusted OIBDA increased to $118 million or 146%. At quarter end Liberty Starz had attributed cash of $1.2 billion and attributed debt of $42 million I think this represents the capital leases that they have for transponders.

Now Chris Albrecht will comment further on a bit at Starz.

Chris Albrecht

Thanks Chris. Good morning. As previously mentioned the Starz business had another solid quarter at the Starz Entertainment the flagship Starz Channel hit a record 19 million subscribers while the combined subscriber totals of both Starz and Encore matched the all time high of $51.9 million. Specifically Starz subscriptions were up 1.7 million or 9.8% in comparison to the second quarter of 2010 while Encore subscriptions increased 3.1% or 1 million for the same period.

Both the Starz and Encore channels were bolstered this past month, yesterday we announced an innovative development, production and distribution partnership with BBC Worldwide Productions that will accelerate us meeting our long term goals for Starz Originals. The agreement extends significantly our programming and production capacity to produce world class programming get structured in way that mitigates risk and reduces expense.

Specifically the agreement allows us to realize effective savings and projected original programming expense relative to the cost we would have incurred as we went out and license the same content.

The multiyear arrangement will enable us to finance, develop, produce and distribute potentially more than a 100 hours of premium television original programming. We contemplate focusing on globally appealing one hour dramas. Projects will be co developed by Starz and BBC Worldwide Productions and will air exclusively in the United States on the Starz premium networks. Starz will retain all US and English speaking Canadian television rights in addition to home video for Anchor Bay and digital distribution rights of Starz Digital Media and BBC Worldwide will distribute the series internationally.

This agreement is an endorsement of our creative and business vision and at the strong vote of confidence in both the Starz management team and the early success we have achieved in the original space. We are on track to reach our previously stated goal of expanding Starz Originals to deliver annually 50 to 60 hours of new content.

Now on to more specifics of the original programming. Our current Starz original series Torchwood: Miracle Day is performing well and is now halfway through it in Episode One. Starz owns the exclusive US pay-TV right to this original. Boss is our final original series for 2011 scheduled to view on October 21. Boss stars Kelsey Grammer and is co-produced with Lion's Gate. Starz owns the exclusive US pay-TV rights to this property. Fresh off exciting presentation at Comic-Con and the recent Television Critics Association event, anticipation is building for Spartacus' return in January 2012 with Spartacus-Vengeance. Liam McIntyre is now cast in the title role and we eagerly await the second season run. Starz retains all rights to the Spartacus franchise including TV, home video and digital, both domestic and abroad.

Come April, another project we are very excited about is Magic City, a ten episode original dramatic series; Magic City is set in the heart of Miami in 1959 with dark secrets and intrigue at the Miramar Hotel, a swank Miami Beach destination. The project comes to us from writer, director, producer Mitch Glazer and features a great cast led by Jeffrey Dean Morgan and Olga Kurylenko. As with the Spartacus franchise, Starz owns and controls all rights to the franchise including TV, home video and digital, both domestically and internationally.

You may have read during the quarter about a third Starz original series planned for 2012, Noir. I can confirm that this project has been preproduction and scheduled to debut in the summer of 2012. Noir is based on the famous Japanese anime series. The Starz original will be a live action adaptation from Sam Raimi, Rob Tapert, and Josh Donen, a key part of the creative force behind the successful Spartacus franchise.

At Encore, last Monday we introduced a series of enhancements to Encore and its suite of premium channels. Encore is a vibrant and successful part of the underlying Starz entertainment premium pay-TV business (audio gap) with historically consistent subscriber growth.

Already the most widely subscribed premium channel in the United States, Encore is something of a hidden jam in the marketplace with great viewership and subscriber satisfaction. We believe that the improvements to Encore will position the business for more growth opportunities ahead. First we introduced Encore original programming for the flagship Encore channel. The introduction of targeted original programming will strengthen the brand and give Encore exclusive content that is unique and promotable.

We debut Encore original successfully with the two part three hour miniseries, Moby Dick, the on-screen adaptation of Herman Melville's novel, featured cast members including Academy award winner, William Hurt, Academy award nominee Ethan Hawke and Gillian Anderson.

Debuting this fall are two other exclusive ENCORE originals. The Take, a miniseries starring Tom Hardy and based on Martina Cole's, best-selling crime thriller. And a documentary, Method to the Madness of Jerry Lewis. Going forward we will not be looking to invest resources into ENCORE originals on the scale of Starz. Instead we'll seek to acquire originals with broad appeal and great talent and casts.

Last week, we also brought to market our first 24/7 Spanish language premium network ENCORE ESPAÑOL. A Spanish language mirror of the flagship ENCORE channel ENCORE ESPAÑOL has launched on AT&T Uverse and Verizon's FiOS. We expect a warm response for the new premium network as Spanish language households have overindexed historically in Encore movie consumption. We also added two new high-definition networks in ENCORE Action HD and Encore Drama HD. And rebranded two other ENCORE channels with the creation of ENCORE family and ENCORE suspense.

Earlier this spring Comcast expanded significantly, the amount of our authenticated premium Starz, Encore, and Movieplex content that it offers subscribers through XFINITY. In total, the Starz Entertainment On Demand title is available on XFINITY TV increase from approximately 325 to 800 while the HD On Demand content rose from 80 titles to 520. Such agreements across multiple platforms reinforce the underlying value proposition of subscriptions to our premium networks. We continue to be innovative in how we leverage advanced services technology and our robust content rights.

Now over at Starz Media, Anchor Bay is gearing up for the September 13th release of Spartacus Gods of the Arena and Camelot on DVD and Blu-ray. The new Spartacus Blu-ray release features the first ever 3D bonus segment for TV series. The United Kingdom, Canada and Australia home video release of Spartacus Gods of the Arena are also planned for the third and early fourth quarter.

Scream 4 follows on October 4 as the next big title that Anchor Bay will distribute on home video. Thanks to our distribution agreement with The Weinstein Company. Anchor Bay will also distribute on October 4, 3 DVD and Blu-ray versions, a special limited edition of The Walking Dead: Season 1, including a bevy of bonus materials for fans of the successful AMC series.

Starz Media Worldwide Distribution Group completed recently two domestic licensing agreements, one with Spike TV, and the other with ION Networks that leverage our valuable library of overture films, Anchor Bay and Starz Media content.

Now with that, I’ll turn it back over to Chris.

Christopher W. Shean

Now let’s take a look at Liberty Capital. Liberty Capital Group’s revenue decreased to $135 million in the second and adjusted OIBDA increased $7 million. Liberty Capital Group had attributed cash and public investments of $9.1 billion and attributed debt of $750 million. From May 1st through July 31st 2011 Liberty repurchased 55,097 shares of LCAPA common stock at an average prices of $78.27 for total cash consideration of $4.3 million. Cumulative repurchases since reclassification of the tracker represent 39.4% of the shares outstanding.

Now I will turn the call back over to Greg.

Gregory B. Maffei

Thank you, Chris. And thank you, Mike and Chris, for your respective updates. We are pleased with the results of our businesses and what continuous obviously to be an uncertain economy for the consumer. Our priorities for 2011 are pretty much the same as they were in the prior quarter. The Liberty Media we hope to complete the split off of Liberty Capital and Liberty Starz in the third quarter.

At Liberty Interactive, QVC is focused on the customer attracting new customers and growing the base and usage of its loyal customers. We hope to continue to grow our e-commerce businesses which had vast growth during this past quarter. We hope to continue to rationalize our non-core investments, we hope to invest the large amount of liquidity that we have we may see greater opportunities given this turmoil.

The Liberty Starz we hope to continue to execute successfully on our original content strategy and you have seen steps towards making that happen with the releases but that the announcement of our partnership with BBC and our calls schedule and our schedule going forward. We think that will help to differentiate and strengthen Starz.

We hope to build and enhance the relationships we have with our exiting distributors and grow new distributors. We want to evaluate the opportunities for the cash and exercise balance sheet management at Liberty Starz. In Liberty Capital we hope to deploy and invest also the large amount of excess capital we have and focus on rationalizing our non-core investments.

We appreciate your continued interest in Liberty Media stay tuned. Thank you for listening and with that operator I would like to open up for some questions.

Question-and-Answer Session

Operator

Thank you very much. (Operator Instructions) And we will take our first question from Barton Crockett with Lazard Capital Markets.

Barton Crockett – Lazard Capital Markets

Okay great. Thank you for taking the question. I wanted to ask a little bit about your confidence in the Q3 kind of split timing. You mentioned that your shareholder vote goes through basically the week after the trial. And yet you have confidence that this will be resolved before then. Is there anything that's come out from the judge or in the legal hearings that makes you believe that we could get a decision within those seven or eight days? Or alternatively, if you had to refile, is there a chance you could do that within the Q3 or would that likely put us into the first quarter?

Unidentified Company Representative

I think we believe the judge had a well regent opinion that the appeals court is likely to endorse and we hope endorse quickly. If we are required to refile because of the timing obviously we depended on the timing of the ruling first, but I suspect it is may be a 60 day process from the time that we get the ruling if it runs past the September 23 date.

Barton Crockett – Lazard Capital Markets LLC

Okay, great. And then on Starz I wanted to ask a question about the relationship with Sony and with Netflix. And I was wondering if you could elaborate on what's happening there. Netflix had said they saw a temporary disruption, and as far as I know the Sony movies are still not available. Is there any risk to the money that Netflix is currently paying to you, because they're not getting the Sony movies? And is there any way to characterize the nature of the dispute that would help us kind of understand it better.

Unidentified Company Representative

Chris, you want to handle that?

Chris Albrecht

Sure well this is not a dispute as such between Sony and ourselves or between Starz and Netflix. There was a contract reached due to network – due to Netflix subscriber growth and as such we needed to pull the Sony movies off of Netflix. We continue to talk to Sony and to Netflix on this matter and on matters that extend far beyond this. We are hopeful that this matter will be resolved and we are looking forward to a resolution of all of our issues with these two companies. But it is not a dispute. It really was just a trigger that require temporary take them.

Barton Crockett – Lazard Capital Markets LLC

Okay all right, I understand there is confidence so we leave it there. Thank you very much.

Unidentified Company Representative

Thank you Bart.

Operator

And we will take our next question from Tom Eagan with Collins Stewart.

Thomas Eagan – Collins Stewart LLC

Great thank you. I had a question about the BBC agreement, if you could share with us how the accounting is going to work; I guess specifically what will be consolidated on the statements? Thanks.

Unidentified Company Representative

Do you want to handle that?

Unidentified Company Representative

The way the agreement works…

Unidentified Company Representative

Glen Curtis, the CFO would start. Hi Glen.

Glen Curtis

All right. The way the BBC agreement will work is they will actually own copyright in the projects that we produce with them. And as we go through the production cycle, both of us will fund our respective cash into those projects. They will own the worldwide rights. We will own North American including Canadian English speaking in both television and on video. So when you look at the amount that we are spending on this, we’ll have to account for the right step we are able to sell off in home video compared to pay-TV license fee that we would historically pay to somebody that’s an outside producer. So the benefit to us will be the additional rights that we kept compared to a traditional deal where you’re just licensing that product so we have US home video rights, other US television rights, if we decide to syndicate it later and then the Canadian English speaking rights or a television, home video and the digital rights, we also own the digital rights from the US.

Thomas Eagan – Collins Stewart LLC

So in terms of the spending, well the numbers that hit your balance sheet only be the ones that are attributable to your rights?

Unidentified Company Representative

That’s correct.

Thomas Eagan – Collins Stewart LLC

Right. So I guess roughly, what do you expect the impact to be to the gross margin, say in I guess, is this going to impact 12 or more 13?

Unidentified Company Representative

Probably the impact will occur no sooner than first quarter 2013.

Thomas Eagan – Collins Stewart LLC

Okay.

Unidentified Company Representative

And the impact will depend on the actual production costs of the series that we decide to go forward with. We have a premium contribution from our BBC worldwide partner and we also have access to their production and development expertise, which is also going to allow us to ramp up to a full slate of originals without having to add to the overhead of Starz.

Thomas Eagan – Collins Stewart LLC

All right, okay. Thank you.

Operator

And we’ll take a next question from Tom Forte with Telsey Advisory Group.

Thomas Forte – Telsey Advisory Group

Great, thanks for taking my question. I wanted to ask Mike a question on the QVC side. How you’re managing inflationary pressure in jewelry, including the aspect in gold prices? What if any impact you’ve had from cotton inflation on the apparel side and then lastly, if you can provide any more color on the mobile sales for QVC? Thank you.

Mike George

Sure. Thanks, Tom. In terms of jewelry inflation, we’ve seen rise in gold prices for so long now that it’s I think kind of fully backed into our business model. So although we see obviously this current volatility, it’s really a continuation as you know of a multi-year trend. So a part of it is resizing over the years, the dependence on 14 and 18 carat gold in the mix. I would say the mix of 14 and 18 carat gold in our businesses probably half of what it was a few years ago. So we’ve just seen a kind of gradual managing down that mix and shifting more energy to as an example designer sterling where the commodity cost is not as bigger driver of the price. And within, and we think we have that gold business about right sized at this point. And in fact, we’ve seen some very strong results in gold, I mentioned the Vicenza results. We’re doing it on a selective basis, we’re opting doing what we call advanced order jewelry where we basically make it after it’s ordered and doing fresh and innovative designs and we find that we can build a nice business, a focused business in that area. So in that, I think we kind of have the gold business managed in a way that we’re not going to have significant impact to our business by the ongoing volatility.

Cotton, we certainly saw a run up in cotton prices that I think will payoff some impact on the margin on our fourth quarter business, but as a general statement, those cotton prices have seemed to moderate in the last couple of months and we’re not heavily dependent on cotton, given the diversity of our mix that it would represent commodities that are cotton based could be under 10% of our total mix. So well, it might have a modest impact in some categories; we don’t see it as been a meaningful issue for us going forward and does seem to be getting a little bit better.

And mobile continues a very nice path, Dan you may have the numbers in front of you, but I would say we’re continuing to see very strong growth in mobile. I believe it was over 3% of our mix for the quarter in the US and we’re seeing very good result as well in the UK, which launched smartphone applications recently and of course, our mobile business in Japan has long been a very strong part of the mix.

In the US, we do expect that to continue to grow at a good rate as we add new applications. Dan, do you have the number for Q2 in front of you?

Dan Dorenkamp

No, I don’t Mike.

Mike George

So, I think it’s somewhere in the 3% range, but continued good trajectory.

Thomas Forte – Telsey Advisory Group

Great, thank you.

Operator

And we will take the next question from Richard Greenfield with BTIG.

Richard Greenfield – BTIG

Hi, good afternoon. When you look at the subscriber growth at Starz, I think it’s a little surprising, I think that most people looking at the multichannel landscape, which appears to be suffering pretty harshly over the course of the last six months and especially Q2, even the satellite business now is under pressure. And so wondering what the disconnect is, how much of this is coming from bulk deals where it’s being given away versus how much of this is on consignment, any color there would be helpful? And then we’ve seen Amazon started to get more aggressive in the digital space. Can you just kind of update us on your thinking obviously, you’re in discussion with Netflix vis-à-vis shown in your earlier comments, but how they’re having more players impact the timing and is it something where we should it to take longer rather than short speakers of the growth in players? Thanks.

Mike George

Well, with regard to your first question Rich, we’ve been saying a while now that we believe that there is running room for Starz in the pay-TV category and that we have a good story to tell. Year-over-year, I would say that the Starz subscriber growth is about 50% consignment and 50% flat deals and on Encore, the growth is virtually 100% on consignment. So we think those are both very encouraging.

With regard to your question about distributors, we are always in conversations with every legitimate company that wants to distribute our brands. Obviously Amazon has entered the field. And we’re going to continue to look at our strategy, but our primary goal is to look at all of our distribution relationships and make sure that we are maintaining the premium nature of our product with regard to any deal that we’re going to enter into. These are complicated and complex conversations and we’re going to take our time to make sure that we get them right for Starz.

Richard Greenfield – BTIG

But, just relating to that, obviously having all of your content available on Netflix, it doesn’t seem like it’s impacting your ability to grow subgrowth even as multichannel subs are moving in the wrong direction for the industry.

Mike George

We have a good story to tell and we think that people are noticing that. I guess you could make that assumption, we can also say maybe they have been more growth for Starz. I don't really know. It’s very hard to draw analogies between what happened on Netflix with Starz and what’s happening with some large audition distributors, but we do think they’re going forward in any scenario; we need to maintain the premium met of our product and that’s what we’re focused on as we talked to all of the distributors.

Gregory B. Maffei

Next question please.

Operator

And our next question comes from James Ratcliffe with Barclays Capital.

Unidentified Analyst

Hi this is (inaudible) calling on behalf of James Ratcliffe. We have two questions, one for Greg and one for Chris. First one to Greg, we’re hoping could you outline what you think the effective changes to the Expedia trip advisor, Liberty dealer vote, how does that – did the changes allow you do something now that you couldn’t easily do before?

Gregory B. Maffei

We have had extensive discussions, which are mostly complete with the Expedia management team. And I would say that in large part, the agreements will remain the same with perhaps increased flexibility on liquidity and ability to sell our shares that we shall chose, but largely the arrangements will remain the same.

Unidentified Analyst

Okay, great. And then second question for Chris, we’re hoping you could talk about the tradeoff between digital and traditional pay-TV revenue. And then is there a scenario where it make sense to not sell digital content to overtop providers, maybe possibly because your core pay-TV customers would make it worthwhile?

Chris Albrecht

With regard to our current core pay-TV customers you’re referring to as distributors?

Unidentified Analyst

Yes.

Chris Albrecht

We are in constant conversations with our distributors about how to grow our business and theirs when it comes to the Starz brands. As we look at all of these distribution relationships especially the new ones, we are going to evaluate what the net benefit to Starz will be and try and look beyond to short-term to at least a medium and long range and accessed what the growth potential is versus what time is we might go. So all of these conversations in corporate a lot of thinking net benefit to Starz, benefit to Starz while maintaining the complexity and the fairness in our relationships with our distributors.

Unidentified Analyst

Okay, great. Thank you.

Operator

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

Matthew Harrigan – Wunderlich Securities

Good morning. I have two questions for Mike George and one Starz question. Firstly, even though you had a great new customer quarter at queue, it looks like the activity on the new customers is a little bit better on a relative basis in the preceding two quarters. And then secondly, on the e-commerce sales, it looks like you’re up about 30% domestically maybe about 22% overseas, I know you gave the German numbers. I mean that obviously is more than tablets and more than incremental broadband if you could give us a little more granularity and kind of your strategy overseas in terms of user experience in the web and then lastly on Starz I don’t think Disney has the caps that Sony has. I think there may be pricing elements I assume that they are kind of being pulled into the new equilibrium discussion among all the players Netflix et cetera as well, if you could just give us a little feel on that, to the extent that you can discuss it. Thanks you.

Unidentified Company Representative

So Matthew I will jump in on the QVC questions. So new customer growth is probably half a little bit in rate of growth from the last couple of quarters, but when I look at the kind of the compounding numbers over the last few years it still feels to me like really good momentum in the new customer base.

I have been anticipating that as we keep copying these big growth rates we would see candidly more of a slow down than we have seen. So I feel really encouraged by our ability to continue to comp a big growth numbers with sustained growth. So I am happy being in that range didn’t feel like we had any particular issues to be concerned about in terms of that rate of customer acquisition and its more just about how robust the total funnel is and it feels pretty solid to me right now. So anything any long-term indicators in that kind of a result.

Matthew Harrigan – Wunderlich Securities

Isn't the corollary of that though that existing customer activity was a little bit stronger sequentially during the quarter?

Unidentified Company Representative

I don’t have that in front of me I would say you know the existing customer sequential activity by the year-over-year growth in existing customers was positive growth whether it was better sequentially than Q1 I don’t know our hand my guess it was modestly better as I think to your point the new customer was not quite as strong in the mix. So I do believe that’s right I think we saw somewhat stronger sequential growth in existing and keep in mind that a lot of those dynamics do and some our long-term secular trends and some get distorted each quarter based on the business mix.

To the fact that we are able to see some improved results in our apparel business and our jewelry business which tend to be much more dominant, much more strongly purchased by existing customer than new. When you see a quarter where that mix is heavier apparel and Jewelry you would think all of the things being equal you will see a little bit better sequential growth from existing and little bit softer games in the new. So I do think that mix of apparel and Jewelry on the margin probably played into those numbers. That’s where I don’t tend to get too focused on those quarterly movements because the mix can have a big impact.

Unidentified Company Representative

With regard to your Disney question what I can say is that our agreement provides Starz with the ability to sell our brands in the internet space, we don’t comment specifically on the different terms of those deals there are from time-to-time (Inaudible) leaks that come out and what I cant say is that those leaks are always in complete and often inaccurate. But we are very comfortable with the flexibility of our arrangement and our agreement with Disney.

Matthew Harrigan – Wunderlich Securities

Great thank you.

Operator

And we will take the next question from Benjamin Swinburne with Morgan Stanley.

Benjamin Swinburne – Morgan Stanley

Thank you. I have got a couple just starting with QVC. Mike can you talk a little bit about the Japan business which has down stacked so nicely and how you are thinking about the growth rate there going forward and historically it was one of your faster growing international region any reason why it wouldn’t be again when you look down the road and specifically can you talk about mobile and some of the new digital platforms in Japan which I think have been sort of a leading indicator of growth there.

Unidentified Company Representative

We still have very high confidence that Japan can be one of our fastest growing if not our fastest growing market over a period of time. When you just look at our penetration to the total economy in Japan it would be most underpenetrated business, so we think there is a lot of share gain to be achieved and additional household penetration but even if the economy remains in a difficult state for number of years to come.

So we fundamentally believe in the Japan business and we are making a sizable investment in a new headquarters which will allow us to serve customers better it will be a much more state of the art studio set up, much higher quality studios that will allow us to have a much broader mix of products for example our home business is significantly underpenetrated in Japan and just given physical limitations of our studios we have never been able to build out the kind of home lifestyles that you need in a studio setting to propel the business.

So based on where we are relative to the GDP of Japan to house hold penetration and the opportunities we have to invest in the business, we see lot of growth there. I do think mobile will play into it where about a 11% or 12% of our business roughly is on the mobile platform in Japan and we continue to invest in that platform move from a focus primarily on mobile optimized website also now focusing on smartphone applications, smartphones aren’t as developed in Japan but they are coming, so we think that will give us added ammunition and really fits with the Japanese lifestyle.

So we see a number of indicators that suggest to us we could have a very strong long-term growth in Japan. Having said that, I’m very cautious about the short-term outlook, I think it’s just very difficult to tell the next several months what will hold for the business. So I’m very cautious about the short-term and we have seen in the marketplace in Japan that a lot of retailers have after seeing some rebound after the earthquake have dip back down over the summer months, and that seem to be a psychology of fear around energy conservation and everyone sort of doing their part in energy conservation that's dampening consumer demand, so long-term bullish for all those regions, short-term, very cautious.

Benjamin Swinburne – Morgan Stanley

Great, thank you. And on, just going back to Starz, the Sony IP cap that has sort of been talked on the press, is that something that keeps you from – until that’s resolved, from potentially striking an agreement with Amazon for Richard’s question that they’ve now gone into the market, I don’t if you’re able to comment on that?

Chris Albrecht

The answer is, we really can’t comment on the specific terms of our agreements, what I can say is that, to use your words, the so-called Sony cap issue is one of those issues that has been widely talked about with very little actual information. And we are in discussions with all of the interested parties in Starz brands and we’re confident that if there are agreements out there, that makes sense for us that we will be able to enter into them.

Benjamin Swinburne – Morgan Stanley

Gotcha. And just on the DVC deal, I apologize if you said this in your prepared remarks. But is there a minimum spend or a minimum number of hours as part of this agreement, just trying to get our arms around where sort of original programming investment goes, if you think about 2011 versus maybe 2013, 2014 and leases related to this agreement?

Gregory B. Maffei

Yeah. There is no contractual commitment for either side to spend, but that’s one of the nice things about this deal is that it’s so flexible for us that we can access the deal when it makes sense and use their full expertise as well as their distribution capability as well as have their investment. We’re right on target with our projected growth in terms of number of hours and this is a very effective tool that we can use to help make sure the better investment is prudent and responsible.

Benjamin Swinburne – Morgan Stanley

Great. And then, lastly just for Greg, if John do as well. Looking back to Liberty over the years, you’ve made some of your best investments during periods of significant dislocation and while this has only been a couple weeks long, it certainly feels like one, I’m just wondering if you guys see more opportunities out there vis-à-vis the Barnes & Noble and other things that might be available or interesting to you. given that, we’ve seen so much volatility in the market, nothing that’s a credit yet, but maybe just opportunities popping up that weren’t there before?

Gregory B. Maffei

Yeah. I think it’s probably too early to say we’ve seen opportunities growth, look for opportunities and I suspect we’ll start with credit as a place to look for excess capital really to move to do a deal on a larger stake in a company always takes more time. So I think we’ll see how this is going forward, John do you want add anything?

John C. Malone

Yeah. All I would say is it really makes our own equity securities with substantially more attractive than they were three weeks ago. And we do have a lot of cash. So if we can liberalize our legal advice, we’ll.

Benjamin Swinburne – Morgan Stanley

Great, thanks a lot.

Gregory B. Maffei

Last question, please.

Operator

And we’ll take a follow-up question from Ben Mogil with Stifel Nicolaus.

Ben Mogil – Stifel Nicolaus

Oh, great, thanks for taking the question. So Chris, on the core, in terms of this new original programming, are you seeing some pressure from the MSOs to try to differentiate the service? Are you doing this and you know because you’ve obviously had good growth on a consignment level and sort of when you look at this product is it largely just picking up productions from third-party producers or you sort of looking to do more stuff in house?

Chris Albrecht

We actually were getting no pressure from distributors to add original programming. We do realize and you consummate so much on one of your products, you turn around go wait a minute, we have this other really great brand that has as I mentioned, use great usage and subscriber satisfaction and we thought it was time to take a look at those brands and to make sure that we had the right mix. We’ve relaunched, renamed a couple of the plex’s and added the Encore Español. The original programming is one way to bring attention, it’s another way to help define the plex channels and we are looking at acquiring, which is a very cost effective way to add these originals, at the same time, there are opportunities that we’d look at and may at some points decide that there are very financially advantageous ways to initiate original programming on Encore. And as we said, the fact that there are over 31 million homes is an opportunity to create some interesting franchise as this will bring a lot of attention to the brand.

Ben Mogil – Stifel Nicolaus

Give a good sense of sort of what the demographic differences are between the Encore suites in general and the Starz suites in terms of other income or geography or just sort of age et cetera?

Chris Albrecht

I don’t know, but we certainly have an idea of the demographics and Encore very broad demographic reach and that is one of the strengths of the array of plex channels that we have now and I think the when we look at that info, that's one of the key reasons why we recognized that there is an opportunity to make this brand and more valuable to both us in our distributors.

Ben Mogil – Stifel Nicolaus

Okay. Great that’s it for me. Thanks guys.

Gregory B. Maffei

Thank you very much everyone for joining, look forward to speaking with you next quarter, if not earlier.

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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