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Executives

Gregory B. Maffei - President, Director and Chief Executive Officer

Christopher W. Shean - Senior Vice President and Controller

Neal Dermer – Vice President of Finance

Robert B. Clasen - President and Chief Executive Officer, Starz Entertainment Group LLC

Michael A. George - President and Chief Executive Officer, QVC, Inc.

Dan O’Connell – Chief Financial Officer, QVC, Inc.

William Myers – President and Chief Operating Officer, Starz Entertainment Group LLC

Glenn Curtis – Chief Operating Officer and Executive Vice President, Starz Entertainment Group LLC

Analysts

Victor Anthony - Bear Stearns

April Horace - Janco Partners

Jeff Seidel - Acuity Asset Management

Doug Mitchelson - Deutsche Bank

Jason Bazinet - Citi

Andy Baker - Jefferies & Company

Benjamin Swinburne - Morgan Stanley

Kit Spring - Stifel

Liberty Media Corporation (LCAPA) Q4 2007 Earnings Call February 28, 2008 3:00 PM ET

Operator

(…) including statements about financial guidance, business strategy, market potential, future financial performance, new service and product launches 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, and continued access to capital on terms acceptable to Liberty Media.

These forward-looking statements speak only as of the date of this presentation, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement 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.

Please refer to the publicly filed documents of Liberty Media, including the most recent form 10-K for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media’s business, which may affect the statements made in this presentation.

On today’s call, we will discuss certain non-GAAP financial measures. The required reconciliations, preliminary note and schedules 1 through 3 can be found at the end of this presentation.

Nothing contained herein shall constitute a solicitation to buy or an offer to sell shares of the reclassified Liberty Capital tracking stock or Liberty Entertainment tracking stock. The offer and sale of Liberty’s tracking stocks and the proposed reclassification will only be made pursuant to Liberty’s effective registration statement.

Liberty stockholders and other investors are urged to read the registration statement, including the proxy statement prospectus contained therein filed by Liberty with the SEC because it contains important information about the transaction. A copy of the registration statement and the proxy statement’s prospectus are available free of charge at the SEC’s web site, http://www.sec.gov.

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.

Gregory B. Maffei

Thank you, and thank you all for joining us today and for your interest in Liberty Media. We’ve had another active year to report on, and I’m going to discuss a little bit today with some help from others.

We’re going to talk about our operational performance at our controlled subsidiaries. We’re going to talk about some transactions that we announced and/or completed during the year, and I’m going to talk to you a little about some recent developments that have happened after the end of the calendar year and a little bit about what we expect to be doing or attempting to do in 2008.

On the call with me today, I have QVC’s CEO Mike George and CFO Dan O’Connell; Starz Chairman and CEO Bob Clasen; President and COO Bill Myers, and EVP and CFO Glenn Curtis. Several other senior Liberty Media executives are on the call as well, including Chris Shean, our Controller, who’s going to discuss some of the results.

So, let me start by talking about LCAPA. Finally, and I emphasize that word, we closed our exchange with News Corp. It does not seem like just yesterday we did that deal. It seems like a long time ago. But we’re very happy to have it done. We’re thrilled to have Chase Carey and the entire DirecTV team joining part of the Liberty family. We’re excited about the prospects of working together.

There were certainly doubters at the time we did that deal; people who thought that we were getting the lesser of the bargain; we were being forced into this trade. You can come up with whatever analogy or suggestion you want.

We believed and do believe that DTV’s management was absolutely on the right track. We believe in the strength of satellite as a video platform. We believe there would be good demand for HD and video breadth.

We believe in the power of sports and other unique content, and we believe that there would be or could be slowing demand for the triple play. Fortunately, those things have come to pass, and DirecTV had a fabulous 2007 and looks to be continuing forward in 2008.

This is a great deal for Liberty on several fronts. First, since we announced the deal, it has accreted substantially. On the basis of just sort of the raw numbers in the swap, we’re up about $3 billion.

Secondly, we have a substantially increased tax basis, and you know that matters to Liberty. We’re up about $5 billion in terms of the tax basis of the assets that we receive versus the assets we gave.

We have enormously increased financial flexibility given the underleveraged balance sheet of DirecTV, where it’s currently got less than one times debt just looking at the consolidated subsidiaries there.

And as I said, we continue to be impressed with the strong performance of DirecTV. As they outlined in their investor presentation this morning, DTV’s sub growth continues, its churn is down, its ARPU is up and it seemingly has not been affected by economic conditions.

It’s outperformed its peers substantially. And that doesn’t even look at the hidden gems in there like Latin America, which had another fabulous year. So, we’re very excited about what DirecTV is doing and we’re excited about how we can work together and how it can create a strategic center for Liberty Entertainment and really for Liberty Media as a whole.

The next phase of our efforts at Liberty Capital will be the issuance of the Liberty Entertainment tracker. We expect that to begin trading Tuesday morning. In the fourth quarter, the shareholders approved Liberty Entertainment, as you know, and in Liberty Entertainment we’ll have the following attributed assets: 41% of DirecTV; all of Starz Entertainment and our three regional sports networks in Seattle, Denver and Pittsburgh; our 50% interest in the Game Show Network, GSN; and our 100% interest in FUN and our equity interest in WildBlue.

We’ll be attributing $550 million of exchangeable debt and about $1 billion dollars of cash. Liberty Capital, and let’s call it new Liberty Capital for this purpose, will have all the attributed assets, businesses and liabilities that were previously in Liberty Capital, except for those that I’ve just mentioned that are going into Liberty Entertainment.

Why are we doing this? The purpose of these new trackers is hopefully to continue to reduce complexity at Liberty Entertainment in particular; to allow investors to further focus their investment in the vehicle that is most attractive to them; to create a currency we hope for enhanced financial flexibility, and to further concentrate what we consider our non-core assets at that new Liberty Capital.

So, during 2007, we did a whole host of 355 transactions and other transactions which had the impact of reducing flexibility and tax-efficiently reducing our exposure. We exchanged our interest in CBS for a CBS affiliate in Green Bay and cash. We exchanged a portion of our interest in Time Warner for the Atlanta Braves, Leisure Arts, and cash. And in the fourth quarter, we also purchased the balance of FUN Technologies to bring our interest up to 100%.

During the year, LCAPA had good performance in its operating units led by Starz, which had truly spectacular operating cash flow growth. Chris is going to cover a little bit more about that later, and Bob Clasen will talk to you about how they’re doing this year.

But there were good results at several other Liberty Capital businesses, and I already mentioned the strong results at DirecTV. Finally, looking at Liberty Capital, we bought back about 11.5 million shares for $1.3 billion.

Turning to LINTA, Liberty Interactive, operating results were more challenged in a difficult retail environment, and QVC’s growth in particular was slowed. We are and remain confident in the long term outlook and strategy at QVC, and you’ll hear more about that from Mike George.

We also had good to very good growth at our e-commerce companies and affiliates. And Chris Shean will cover more of those details momentarily.

We made additional e-commerce acquisitions. Backcountry, a leading provider of ski and other outdoor gear, had a tremendous year and is continuing to do very well in 2008. And Bodybuilding.com, which we closed right at year-end, had a very good finish and continues to look like a great business that we’re very happy to be involved with.

Both of these businesses fit well with our e-commerce businesses that we already had, Provide and BUYSEASONS. Why? Great growth, good strategic fit, leaders in niche categories with great management teams and exciting growth prospects, so we’re very happy with those.

Finally, rounding out on the balance sheet side a little bit, we continued to repurchase shares at Liberty Interactive. We bought back 56 million shares during the year for $1.2 billion. That represents just about 16% of the shares outstanding since we began Liberty Interactive or it began trading in May of 2006. And we still have financial flexibility with leverage just under four times on the operating units, both on a trailing and pro forma basis.

And finally, to finish on Liberty Interactive, we purchased 14 million additional shares of IAC. Obviously, due to the pending litigation with IAC, I’m going to be limited in what I can comment upon. So, with that, let me turn it over to Chris and let him talk about Liberty Capital’s results first.

Christopher W. Shean

Thanks, Greg. The current slide is a quick snapshot of Liberty Capital’s results for the fourth quarter and full year. During 2007, Liberty Capital’s revenue increased 26% to just over $1.6 billion, while operating cash flow declined 56% to $45 million.

LCAP’s largest attributed operating asset, Starz Entertainment, which I point out does not include Starz Media, is continuing to strengthen its cash flow. Meanwhile, the addition of some new business units materially impacted both revenue and operating cash flow.

During the fourth quarter, Liberty Capital experienced 4% revenue growth, while operating cash flow decreased due to a modest decline at Starz Entertainment and the addition of new business units.

Taking a closer look at Liberty Capital, as I just mentioned, its attributed revenue grew 4% in the fourth quarter and 26% in 2007, while OCF declined in both periods.

Revenue growth in both periods resulted from modest revenue growth at Starz Entertainment, coupled with the inclusion of Starz Media and the Atlanta Braves, partially offset by lower GAAP revenue at TruePosition, which we had mentioned in previous calls has had some revenue recognition problems from an accounting standpoint that continued to impact its accounting treatment.

The decline in OCF was primarily driven by the inclusion of a sizable full year operating flow cash deficit at Starz Media and losses at TruePosition, again, partially offset by significant growth of Starz Entertainment and the inclusion of the Atlanta Braves. Fourth quarter decline in OCF was due primarily to Starz Media and TruePosition.

As Greg mentioned a few minutes ago, we’re pleased to have completed the exchange transaction with News Corp. and are now finalizing the reclassification of the Liberty Capital tracking stock, which was approved by our shareholders in October.

We also made further progress during the year monetizing some of our non-controlled or non-strategic equity stakes through section 355 exchanges with both Time Warner and CBS. As we continued our efforts to complete the News exchange during the second half of the year, we did not use any of the significant capital resources attributed to Liberty Capital to repurchase common stock.

Earlier in the year, we repurchased 11.5 million shares of LCAPA, representing approximately 8.2% of the shares outstanding. Upon issuance of the new trackers, we expect to hold large cash reserves and have access to capital at both the Liberty Capital Group, I guess we should say the new Liberty Capital Group, and the soon to be formed Liberty Entertainment Group.

Now, taking a quick look at Starz, Starz Entertainment continued to experience solid subscriber growth during 2007 as Starz’ average subscribers increased 8% while Encore’s grew 9% for the year.

This subscriber growth, along with a higher effective rate due to the retroactive effects of revenue recognition on our DirecTV contract extension, resulted in 3% revenue growth. Our growth for the year was partially mitigated by the fixed rate agreement Starz has entered into in recent years, and the shift of former Adelphia subscribers to lower rate Comcast and Time Warner affiliation agreements.

Starz’ operating cash flow increased 42% in 2007, as programming cost reductions of 7% were only modestly offset by higher SG&A expenses. Starz also was aided on the operating expense side by the third quarter reversal of an accrual or a reserve that it set up for music copyright fees in which we had a more favorable settlement.

This reduction in programming costs during 2007 resulted from the lower effective rates for the movies that were shown, partially offset by increased costs from a higher ratio of first run movie exhibitions.

In the fourth quarter, revenue continued its full year trend, growing 3%, primarily due to subscriber growth, partially diluted by the previously mentioned fixed rate agreements. Operating expenses grew 5% during the quarter, as the company increased its marketing activity, resulting in a 4% decline in operating cash flow.

Now, Bob Clasen would like to say a few words about Starz Entertainment and Starz Media.

Robert B. Clasen

Starz Entertainment did have a strong year in 2007 with an increase in our cash flow by $78 million at 42%, that Chris referred to, largely because of reduced costs for movies and because of continued growth in subscribers.

This year we’ve begun to roll out our first efforts in the original programming arena. This will provide us with exclusive proprietary programming that can run on our channels and generate future revenue through home video and syndication.

We’ve premiered our first two half-hour original comedy series in January. In September, we will premiere our first hour-long original drama, Crash, based on the academy award winning best picture. This is a joint project with Lions Gate. We expect to continue to increase the amounts of original programming on our channels at a modest but steady pace over the coming years.

We are also launching this year a nationwide branding campaign to generate increased consumer awareness for our originals and for the Starz brand.

On the Starz Media side, in 2007 we realized losses associated with the start-up of Overture Films and costs related to projects that had been green-lit prior to our acquisition of the company in August 2006.

As a result of the production and marketing costs at Overture and Starz Media for this year, we expect the losses to continue as we create a library of product for our various distribution networks.

Overture has assembled an impressive slate of films for 2008 and released the first one, Mad Money, in January. Now, it will be a great product for our Anchor Bay home video division and for the Starz and Encore channels later this year.

The next Overture film, Sleepwalking, with Charlize Theron and Dennis Hopper will premiere March 14. And then the third film, The Visitor, will premiere on April 11.

In other theatrical initiatives, our Starz Media Toronto animation studios last year contracted for work on three animated theatrical films and our Film Roman studio performed the animation for the hit, Simpsons Movie, which was released last summer, and it continues to produce the television series, as well as the new Simpsons ride at Universal Studios.

Anchor Bay Entertainment continued to release limited theatrical films which then go to home video. Our next one, The Grand, starring Woody Harrelson, will premiere in theaters March 21.

On the television side, Starz Media during 2007 produced television movies for Lifetime and Sci Fi and found additional overseas market for the hit animated children’s series Wow! Wow! Wubbzy! which is aired on Nick Jr. and Noggin here in the United States.

We’re pleased with the progress that we’ve made on all fronts last year and we look forward to more of the same in 2008. I’ll now return it back to Chris.

Christopher W. Shean

Thanks, Bob. Let’s now take a quick look at Liberty Capital’s liquidity situation. The LCAPA businesses remained in a position of financial strength. At year-end, LCAPA was attributed with approximately $15.6 billion in public investments and derivatives. This represented about a $1.25 billion decline from the end of the third quarter, largely due to market value decreases in our News Corp. position.

In addition to its public holdings, Liberty Capital had attributed cash and liquid investments of about $2.7 billion at year-end. Total cash and public holdings approximated $18.3 billion, and were only partially offset by $5.3 billion face amount of attributed debt.

Upon the issuance of the new tracking stocks, approximately $1 billion of cash and $550 million of LCAPA debt will be attributed to the Liberty Entertainment Group, with the new LCAPA retaining the balance of the cash and debt.

The DirecTV investment and the RSNs received in the News Corp. exchange will be attributed to the Liberty Entertainment Group. Both Liberty Entertainment and Liberty Capital will have significant financial flexibility which will play an important role in the strategic direction of both groups going forward.

Now, let’s take a look at Liberty Interactive’s businesses. This quick snapshot of the fourth quarter and full year revenue and OCF performance indicates that Liberty Interactive’s attributed businesses continued a slower pace of revenue growth and experienced flat operating cash flow for the year and a decline in OCF during the fourth quarter.

QVC is the principal driver of performance among the Liberty Interactive attributed assets, and its performance slowed in 2007. This was primarily driven by the continuation of difficult retail market conditions, challenging comparisons with last year’s strong results for the same periods, and continuing operational challenges at QVC’s international businesses, most notably, Japan and Germany. We’ll talk a bit more about this shortly.

Looking more closely at Liberty Interactive, for the year, Liberty Interactive’s businesses achieved 6% revenue growth while operating cash flow was largely flat. As I will discuss in a bit more detail in a moment, the pace of revenue growth slowed at QVC in 2007 and operating cash flow remained at prior-year levels.

Provide Commerce and BUYSEASONS, which were acquired in 2006, experienced modest fourth quarter revenue growth and delivered solid full-year revenue gains.

Backcountry, which was acquired in June, experienced 60% revenue expansion during the quarter and 68% growth for the year, coupled with strong gains in operating cash flow.

At year-end, we completed the acquisition of a controlling interest in Bodybuilding.com, which is a leading sports nutrition electronic retailer, and is the most visited body building and fitness site in the world.

We’re pleased to add Bodybuilding to our existing group of e-commerce businesses and are excited about its prospects. Bodybuilding’s results will be consolidated beginning in the first quarter of this year, and the business will be attributed to the Liberty Interactive Group.

As Greg mentioned earlier, we repurchased a significant number of Liberty Interactive shares during the year. During the fourth quarter, we repurchased 20 million shares for $403 million. In total, we repurchased more than 56 million shares in 2007 for $1.2 billion.

Since inception of the Liberty Interactive share repurchase program, we have now reacquired nearly 16% of the original outstanding share count. We continue to believe in share repurchases as a good means of enhancing shareholder value, and we’ll continue to evaluate opportunities to cost effectively shrink Liberty Interactive equity.

Now, let’s take a closer look at QVC’s 2007 performance. QVC experienced consolidated revenue growth of 5% to $7.4 billion in 2007, while OCF was largely unchanged at $1.65 billion.

Revenue growth, while slower than 2006 levels, was achieved without promotional efforts, and we believe the business is poised for long-term health. Operating cash flow comparisons were impacted by a one-time $15 million reversal of franchise tax reserves, which increased OCF in the fourth quarter of 2006 and comparatively lowered gross margins stemming from changes in product mix in the fourth quarter of 2007.

Domestic revenue grew 5% in 2007 to $5.2 billion, mainly due to a product mix shift away from jewelry to the home and apparel and accessories categories. Total units shipped in 2007 increased 2% to $122.2 million, while the average selling price grew 3% to $46.05.

Domestic OCF increased 1% for the year to $1.24 billion, while the operating cash flow margin declined 80 basis points to 23.9%, primarily due to difficult comparisons stemming from the previously mentioned 2006 franchise tax reserve reversal.

QVC.com sales continued to grow as a percentage of overall domestic sales, rising from 20% in 2006 to 22% this year.

International revenue increased 5% to $2.2 billion for the year while OCF declined 4% to $408 million. Revenue growth was due to favorable foreign currency exchange rates in the U.K. and Germany, partially offset by operational challenges in Germany and the ongoing effect of changes in the enforcement of Japan’s regulation of the marketing of health and beauty aids.

The operating cash flow decline was due to lower gross margins that were the result of higher inventory obsolescence provisions; higher commission expense as a percentage of net revenue; and costs associated with the opening of the new distribution center in Japan.

Excluding the effect of exchange rates, international revenue declined 1% in 2007, while OCF declined 9%. International operating cash flow margins declined 170 basis points during the year to 18.6%.

As we’ve discussed throughout the year, QVC’s German and Japanese operations faced market challenges in 2007. The German business was impacted by revenue declines across all product categories, as average selling price and units shipped declined, resulting in a 6% local currency revenue decline.

The German business also experienced a lower gross margin percentage, primarily due to a higher inventory obsolescence provision and, to a lesser extent, lower initial product margins. Japan’s revenue in local currency decreased 2% for the year as businesses faced heightened regulatory focus on the market of HBA product.

QVC management in Japan has continued to shift product away from the health and beauty category to jewelry and fashion and is experiencing productivity gains in these areas. QVC U.K. continued to show improved results with revenue increasing 7% in local currency during the year.

Now, let’s examine QVC’s fourth quarter results. Their fourth quarter results showed a continuation of the slower growth that was experienced throughout the year. Consolidated revenue for the quarter grew 4%, while OCF declined 5%.

Domestically, QVC experienced 4% revenue growth and a 5% decline in OCF. Revenue growth was primarily due to increased sales of electronics in the home category, while the operating cash flow decline was largely the result of difficult comparisons stemming from the previously mentioned franchise tax reserve adjustment in the prior year.

QVC.com accounted for 22.5% of the sales in the fourth quarter. QVC’s international revenue grew 4% during the quarter, while operating cash flow declined 4%. Revenue growth stemmed from favorable exchange rates in all markets, partially offset by the continued challenges in Germany and Japan.

The operating cash flow decline was due to lower gross margins that were the result of higher inventory obsolescence provisions; higher commission expense as a percentage of net revenue; and costs associated with opening the new distribution center in Japan.

Excluding the effect of exchange rates, international revenue declined 4% in the quarter while OCF declined 11%. International operating cash flow margins declined 160 basis points during the quarter to 20.5%.

Before I review the Liberty Interactive liquidity picture, I’m going to turn the call over to QVC’s President and CEO, Mike George, who will discuss QVC in a bit more detail.

Michael A. George

Thanks, Chris. As Chris mentioned, we saw a modest sales rebound in the U.S. from the low levels of Q3, I think a solid result versus the rest of the retail marketplace but clearly below the levels that we would like to see.

We saw continued softness in the jewelry category, which has been a challenge all year, and some softness in our apparel business as well. The bright spot was consumer electronics; we saw a very high take rate in categories like GPS units, LCD TVs and personal computers.

And as Chris mentioned, our OCF was also very challenged in the U.S., primarily for reasons of margin mix and these one-time benefits that we did not anniversary, as Chris mentioned.

So, the mix shift out of apparel and jewelry into consumer electronics clearly had a big negative impact on our margin rate in the quarter. One of the things we’ve talked about on prior calls is that we try to maintain very stable margins; we do not move to do a lot of promotional activity when sales are weak.

We maintained that philosophy in the quarter; we did not take excessive markdowns or add heavy promotions. So, what you see in the OCF result really is an outcome of this mix shift into the home electronics category. That’s something we’ll watch but we’re not overly concerned about it.

Over time we think we can continue to maintain relatively stable margins, but to the extent that those categories are growing quickly, they will have some depressive effect on net margins, but we think the Q4 result was really exaggerated from what we would normally expect to see.

There’s also a modest impact of us opening the new distribution center in Florence, which also weighed down our OCF in the quarter, and we’ll anniversary that middle of next year. We did keep a tight control on expenses and maintained fairly clean inventory levels given the general softness in the market, so we don’t have any big concerns in those areas.

We launched our new brand identity and brand campaign in Q4 which we felt very good about and launched a complete makeover of the web site in early November, which we think gives us a lot to build on, although it did slow the rate of growth in the Internet in Q4 as customers got used to the new site, but we think that’s more of a one-time issue with the transition to the new site.

We felt very good about the business in the U.K. They’ve continued to improve their results all year, and if anything, the results are a little bit better than they appear because there was a protracted Royal Mail strike in October, so we had very tough results in October due to the mail strike, and then a very nice rebound in November and December.

We did see a little bit of a decline in OCF yield in U.K. primarily due to the signing of a new long-term contract for DTT carriage, and also just some of the one-time expenses associated with this mail strike, but overall feel very good about our business in the U.K.

Germany, on the other hand, continues to be a challenge. The story is consistent with past calls. Our top line results were weak, especially in the jewelry category, and also in apparel, although we saw a little bit of strengthening in the home store.

Despite the poor overall results, though, we did feel that we’ve made some positive steps in the turnaround program. We have been focusing on trying to move much more to an everyday pricing strategy as opposed to a more promotional orientation, which that business had adopted in the prior couple of years.

And we’ve made some progress there, we reduced the amount of business done at promotional prices, increased the everyday price business and stabilized our initial margins. So, our initial margins were much healthier than in Q3 and again much less promotional activity.

Our second priority in Germany is to continue to add new programs and brands to diversify the mix, and we added over 40 new concepts in the quarter. That’s a big increase from prior quarters, and I think that bodes well for the future.

Both of those initiatives did hurt the top line velocity, so this is something that is going to take awhile to build, but as you know, we’re committed to rebuilding the business in a very methodical way, and are trying to develop an approach that will be healthy for the long term.

Japan, as Chris mentioned, also continued to struggle due to these regulatory issues. We began discussing those in Q1. They have continued to build through the course of the year as we had to take more and more products off of the channel to meet regulatory requirements in health, beauty, and fitness.

We probably reached the low water mark in around October. So, this has created an increasing level of challenges as we’ve gone through the year. But we do feel good about our progress offsetting those losses with very strong gains in apparel, accessories and jewelry.

If anything, we’re probably a little bit ahead of schedule in growing those businesses and, on the flip side, the impact of the regulations has been even more severe than we had anticipated when we first started discussing it.

So it will take us until October of 2008 to fully anniversary the pullback in those categories, although the comparisons start to get a little bit easier in March, but not fully offset until October.

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

Christopher W. Shean

Thanks, Mike. Let’s take a look at some Liberty Interactive balance sheet metrics. We continue to maintain a strong capital structure and good liquidity at the businesses attributed to Liberty Interactive.

The Group has attributed cash and public investments of $4.8 billion, and has $7.2 billion of attributed debt. Excluding the value of the positions in Expedia and IAC, Liberty Interactive’s year-ending attributed net debt of just over $6.6 billion equates to a multiple of approximately 3.9 times annual operating cash flow.

As previously stated, we would be comfortable sustaining net debt levels of four to five times OCF. As a result, the Liberty Interactive businesses are approaching optimal leverage, but we do feel like we have remaining capacity to pursue growth in capital structure management objectives.

Now, with that, I think Greg would like to quickly recap the year and talk about what’s ahead for 2008.

Gregory B. Maffei

Thanks, Chris. I think you’ve heard all this: active year; got the News deal which took far longer from a regulatory perspective than we had anticipated or hoped, but we got it done. You, the shareholders, were kind enough to approve our new tracking stock. We did get some complexity out of Liberty Capital, we hope to do more, and we had good operating results at Starz as Bob Clasen and Chris both talked about. And we got a large shelf tender done.

At Liberty Interactive, in what is a very difficult retail environment, and some self-inflicted issues, we performed okay. We’re still, as we said, very confident about the business, and we believe management has a firm handle on what was wrong and where we’re headed.

We added two strong complementary e-commerce businesses that fit perfectly our profile. We’d love to add a whole bunch more like that. Unfortunately, they don’t exist, or it’s certainly not at any price we’re willing to pay, but we’ll be judicious and look at them going forward.

We bought the additional IAC shares, and we made significant share repurchases at Liberty Interactive of its own stock.

So, let me turn to the last slide and talk a little about where we’re headed. As we said, we’re imminently about ready to introduce our new tracker, expected to become official Monday at 5:00 p.m. and start trading Tuesday morning.

At LMDIA, Liberty Entertainment, we’re going to develop and implement a strategy for our new DirecTV holding. We really just closed that yesterday. We have some ideas about where we want to go but they’re still in formation and we’re going to be talking quite a lot more with the Direct management team about that.

We do hope to utilize some of the financial flexibility at Liberty Entertainment, LMDIA, to make strategic acquisitions, and we’re going to look at ways to optimize that capital structure.

At LINTA, Liberty Interactive, we’re hoping for improved operational performance at QVC, and targeting that, we will be seeking additional strategic e-commerce acquisitions, but, if you look at where we’ve spent the capital at Liberty Interactive since its formation, the vast, vast majority has gone to share repurchase, and I expect that over 2008, you’ll get more of the same.

I will be out there looking for strategic acquisitions, we won’t find the number that we wish or the size that we wish at the price that we’re willing to pay, and therefore, much of the excess free cash flow will go to share repurchase.

We’ll work to perfect, and that sounds like a nice neutral word, perfect our IAC and Expedia stakes, and we will continue to actively manage the capital structure.

And lastly, at new Liberty Capital, which will be the RevCo of leftover businesses, we’re going to continue our efforts to reduce complexity and transition out of the passive assets that we have in there to more operating assets and cash.

So, with that, let me thank you for listening, and if myself or the management team can answer questions, we are happy to do so.

Question-and-Answer Session

Operator

Our first question today comes from Kit Spring - Stifel.

Kit Spring - Stifel

Could you talk about what assets you might potentially want out of Sprint, Motorola or Time Warner, and which of those you think are most likely? And then maybe also talk a little bit about the value of the derivatives hedging those positions; if there have been any changes that you can discuss? Thanks.

Gregory Maffei

Because there surely will be confusion. All of those positions and all of those derivatives will be in new Liberty Capital, and all of those positions are hedged to some degree or other. So, looking at what’s in Sprint that might be interesting, we’ve had some preliminary discussions, mostly, frankly, with the old management team at Sprint, not too much with the new.

They understandably might not look at us as their first priority, settling out with what we want to do. They’ve got other challenges, which we understand, and there are certainly some spectrum assets or some, perhaps, the long distance fiber business, which would be worth talking about.

Are they highly strategic to us? No, that’s part of the reason why this is a Liberty Capital deal, and you’d have to figure that out whether they would actually qualify as a good operating business, for the example in the case of some of the spectrum.

So on Motorola, had very limited conversations with Motorola about some kinds of swaps, very limited, and really, that’s harder to see, just because they’re not a company that has been selling a lot of businesses, and I guess that potentially could change. There’s talk of change at Motorola, we’ll see.

Time Warner, in some ways, it’s a company we’ve already done one transaction with and a company that is likely a seller or potentially a seller of businesses, and we being able to offer them tax-free transactions, I would think that’s the one where you would have the highest likelihood.

And while nothing is imminent, you could imagine they being a seller of assets that we might like, and frankly might understand better or might be able to run better, given the media characterization and nature of them, than other businesses that are out there, for example, than a Motorola would probably be a more technology-oriented business.

Neal Dermer, Vice President of Finance, do you want to make some general comments about what’s happened to the derivatives?

Neal Dermer

They’ve gone up in value as the stocks have gone down, so that’s really the only change there’s been, other than some positions expiring.

Operator

We’ll hear next from Benjamin Swinburne - Morgan Stanley.

Benjamin Swinburne - Morgan Stanley

Since we’re effectively talking, I think, about three trackers, I’ll ask three questions, one for each so each one gets some attention.

Maybe, Mike, on QVC, just to give us a sense for the exposure on the jewelry side and what’s happening with commodity prices, particularly gold, this continues to be an issue every quarter. Could you put into context maybe how big the jewelry business is in each of your big markets, and what the gross margin differential is so we can understand that mix shift trend over time going forward?

And then, Greg, at RevCo, you’ve got a Time Warner call put in the next couple months. What do you want to do with that position? Do you want to go effectively naked long? I don’t think there’s a hedge on that stock at all anymore, or at least not on the majority of it. Any thoughts on what you want to do with the Time Warner position?

And then last but not least, on LMDIA with DirecTV, do you think it creates value at that tracker to consolidate the DirecTV business? Is that something that you believe investors will look at as a consolidated asset and assign less of a discount?

Michael George

I won’t get into real specific numbers on the jewelry mix, but I’ll try to frame it. So, jewelry as a general statement across our markets typically runs as a percent of the total business in the low 20s percent, although gold, as a portion of jewelry, is going to be maybe 25%, let’s say, of the jewelry business.

So, when you just focus on gold, where we’re getting the biggest impact of the commodity increases, that’s just a portion of that 20%, 25% jewelry mix.

Again I won’t reveal specific margins, the jewelry margin is a little bit higher than the company average as is the apparel margin. But also to put it in context, the jewelry business has been soft in the U.S., let’s say, flat to up 2%. It’s actually rebounded and was positive in the U.K. and was positive in Japan; positive meaning growing as fast or faster than the base business. Germany, it’s soft, and the U.S. it’s soft.

So, it’s soft in two of the four markets. It’s in the low 20s as a percent of the business, and it’s our goal, again, to try to maintain stable margins. So even with that softness, I’m not giving up on us being able to keep our margin rates fairly flat over time.

What hurt us in Q4 was a little bit of a unique combination of particular weakness in jewelry and apparel and very high strength in consumer electronics, which is substantially lower margin than the rest of our businesses.

And it was really that combination that caused a big margin swing. Over a long period of time, we don’t anticipate that overall margins will decline in any material way due to the jewelry issue.

Gregory Maffei

Great. So, on the Time Warner exchangeables, for those who are not as aware, there’s an upcoming opportunity for the holders of that debt to put that debt to us. We recently, I think it was last week, issued a press release saying that if they did put that debt to us, we would intend to pay it off with cash rather than Time Warner stock or Liberty Media, one of our trackers, both alternatives which were available to us.

I don’t anticipate that actually is going to get put to us, because based on where that debt is currently trading, given the strength of the convertible market and where the Time Warner stock is, unless things change dramatically, my understanding is the bonds are trading at well above par and more unlikely to get put, but if it gets put to us, we’re likely to sell it in cash and consider other ways to raise capital as needed, when needed, against the Time Warner stock.

Now, we today effectively are hedged against any run in the Time Warner stock because we have sufficient Time Warner stock to settle that issue if we choose in Time Warner stock, but we don’t choose to.

On the DirecTV and Liberty Entertainment, LMDIA, what will we do there? I think that really will depend. We love the business, we have been, as I mentioned earlier, very impressed with the management team, their strategy and what is going on there.

It was fascinating to read The Wall Street Journal today suggest we had all these major challenges in front of us, when that was what was suggested pretty much 18 months ago or 15 months ago when it was first rumored and then struck and the business has performed, as I’ve mentioned already, far better than its peer group, better than the other major satellite player, better than any of the major cable players.

So, we’re very happy with where they’re going, and what we will do going forward will be dependent on price, and how we formulate and complete our strategy. So, I don’t think we’re ready to say that today, but we like the business, we’re enthused about it, and I think we’ll likely try and work with them more closely over time.

Operator

We’ll now move on to Andy Baker - Jefferies & Company.

Andy Baker - Jefferies & Company

Just two questions. One for Bob, just a couple years ago you said you were going to get this business up to $275 million of operating cash flow and everyone stared at you with blank faces and, you did it now.

The question is, how does growth come going forward, now that arguably some of the easy lifting has been done and especially as you roll out more content that you’re creating yourself?

And then for Greg, forgive me, I’ve been out of the loop a little bit, but are you still standing by on the LINTA side, the long-term guidance of low double digit operating cash flow growth?

Robert Clasen

The answer, I think, comes in four or five different areas. First of all, we think we’ve just scratched the surface with what to do with digital work, both with our affiliates and with consumer electronics; the market certainly has jumped up around us, and we think that there is an opportunity for us, given especially the long-term movie deals that we have, to continue to look for ways to capitalize on that, the Internet and digital.

The whole entrance into originals is also an opportunity to move the top line. As I said, this first project is a joint venture with Lions Gate. So, we’re not just licensing content anymore, we’re actually owning content, and we’re developing, of course, in Starz Media some of our own.

But from Liberty Entertainment’s perspective, this is a chance to use the content to sell overseas, to sell through our own home video company, have our own people at Media syndicate it, so we think that there are some synergies there.

And we think that there is an opportunity in short form, and we’re doing a lot, looking at our own movie libraries, we’re looking at the Internet and we’re looking with our affiliates to see ways that in mobile, as well as on their own affiliate web site, the ways that we should provide content for them that’s this short form that lets us generate some revenue.

So, it’s around the edges; we have a gigantic, reasonably stable business, and now it’s a matter of looking outside the core to these other opportunities.

Andy Baker - Jefferies & Company

And does this pressure the cost side?

Robert Clasen

On the cost side, we expect that we’re going to be more efficient buyers over time of content. Both Sony and Disney, wisely for them, extended their agreements last year, and I think it’s four and five years from now that they still have content coming to us under those old agreements.

We think that as we look to the market today, we’d like other content put around that at 40% and 50% and 60% less than we would have been paying even three and four years ago.

Gregory Maffei

One way to look at this is we are having a very positive tailwind of reduced costs in programming, largely driven by declining prices of films. And in fact, our level is artificially high for a period because of those long-term contracts we have with Sony and Disney. So, there’s actually pent-up further decline based on when those move to a larger market rate or a more market rate.

And what Bob and his team are doing is reinvesting a portion, a relatively small portion of that programming (inaudible) and that programming budget in more originals and more ways to reach (inaudible) for the channel and the properties overall, and we think it’s a great strategy.

Robert Clasen

Another point about the cost side is that about 10% of the new output movies, which is the bulk of our expense, we’re now buying from ourselves through Overture films.

Gregory Maffei

And, Andy, on the second part, do we stand by the long-term growth rate for LINTA? Yes. But I’ll embellish a teeny bit. Obviously the largest variable there has been QVC. QVC looks like a wave cycle in terms of its growth.

If you look back 4 years ago, it was 4%, then it was 8%, then it was 12%, then it was 8%, and where it looks like we’re obviously in a down year on 2007 against that, but we have no reason to believe fundamentally there is variation in the long-term growth rate, that it’ll be cyclical, it will move around, that’s why we don’t give quarterly guidance or even annual guidance, but we’re comfortable with that long-term rate.

Andy Baker - Jefferies & Company

When can you get back in the market now that you’ve reported results for buying stock at LINTA?

Gregory Maffei

I don’t believe we actually make public our trade windows.

Operator

Our next question comes from Jason Bazinet - Citi.

Jason Bazinet - Citi

I was wondering if you could just remind us of the flexibility and the mechanism by which you would, if you chose to do so, convert Liberty Media and the new Liberty Capital into asset-backed securities? Thank you.

Gregory Maffei

Jason, there are a bunch of issues around that, how we did that. The most important of which is obviously ensuring that there’s continuity on all sides so that if there were hard spins, then those became asset-backed. If they were five-year triggered or businesses that we’ve owned, substantially owned in their entirety for five years on all of those, and I’m not sure, candidly, right now if we would qualify for that, but there’s judgments in all of those.

Jason Bazinet - Citi

And does that have to include Liberty Interactive?

Gregory Maffei

If you’re asking, could we imagine a scenario where we just spun Liberty Entertainment away on its own?

Jason Bazinet - Citi

Correct.

Gregory Maffei

That’s certainly a doable scenario. Not necessarily suggesting it’s one we plan on doing. There’s no reason you can’t spin one of the three hard.

Jason Bazinet - Citi

Okay. Thank you.

Operator

We’ll move now to Doug Mitchelson - Deutsche Bank.

Doug Mitchelson - Deutsche Bank

Just one question for Greg. So, the current Liberty Capital stock price still reflects a pretty large discount to asset value despite anticipation of the entertainment tracker next week…

Gregory Maffei

Arguably massive.

Doug Mitchelson - Deutsche Bank

Arguably massive. So, while I know, there’s always going to be a lot of moving parts, but if Dr. Malone charged you with raising as much cash as possible at Liberty Capital and at Liberty Entertainment to repurchase shares, could you just walk us through the potential sources of cash in each of those trackers? I know it’s attribution, but in each of those trackers?

Gregory Maffei

Liberty Entertainment has attributed to it $550 million of exchangeable debt which is long term. It needs to be serviced, but it’s probably not a current issue about trying to handle the maturity. It has roughly $1 billion dollars of cash. You could imagine coming up with some sort of a Reg U loan, probably not anywhere near the maximum of what a Reg U loan could do against the DirecTV stock at Liberty Entertainment, but that is a source of capital. But I would heavily discount, it’s not certainly a 50% source of capital.

And the second is, what borrowings we could generate against Starz Entertainment, which has a healthy cash flow and certainly could generate some capital in this marketplace, less than in some, but still we’re comfortable if we needed to borrow against Liberty Entertainment.

There’s at least those two sources, as well as its own cash. Liberty Capital will also come out with a substantial cash load, just shy of $2 billion, and it will have borrowing capacity really only against the derivatives that are in there.

There are no operating businesses that probably generate substantial amounts. You can maybe get a little out of the Braves, given the major league facilities that they have in place, et cetera, but they’re not substantial. The big one would be borrowing its derivatives, and that could also be several billion dollars, depending on the conditions, maybe up to two.

Doug, just to be clear, I should not leave that comment without noting, we have never been very enthusiastic about borrowing against those kind of positions when you don’t have takeouts and liquidity or taxable exits. Why we felt better about borrowing against Liberty Interactive is, you have a cash flow generating business that can repay the debt.

Theoretically, you don’t have to sell an asset, potentially pay taxes, to repay the debt. So, if you took that metric, you’re really left with only the cash at Liberty Capital and you’re left with only the cash and the borrowing capacity against Starz at Liberty Entertainment and that would substantially reduce your borrowings.

Doug Mitchelson - Deutsche Bank

And one other source of cash could be if DirecTV paid a dividend.

Gregory Maffei

If any operating business that we own a piece of pays a dividend we would receive our pro rata share. We are a substantial holder at DirecTV and we talked about their ability to potentially have more leverage, but it’s not something certainly we can dictate. We’d like to think that we’ll have positive dialog and influence, but they have a Board that of which we will be a minority, and they have obligations to all their shareholders.

Operator

Our next question today comes from Jeff Seidel - Acuity Asset Management.

Jeff Seidel - Acuity Asset Management

I just wanted to circle back on the Liberty Time Warner exchangeable for a moment. Just back in the envelope, looking at it here, we think that the day past the put date, the value of the bond will drop below par, at least the fair value of the bond would drop below par, which would probably induce most holders of the convertible debt to put them later in March.

I just wanted to get your thoughts, perhaps strategically in terms of the hedge, I think the convertible bond is the hedge for the Time Warner piece, the put would leave you long Time Warner shares that underlie that entire bond.

And in addition, I would just like to understand how you think strategically about the exchangeable debt in light of some of the recent IRS challenges to the tax features that are embedded in, I think, all of those exchangeables. Thank you.

Gregory Maffei

So, you know, we will see where the marketplace takes the debt, and whether it’s put, I think I mentioned already our expectation is that we would settle in cash.

We would then be long some amount, either ranging from $1 dollar to a $1.7 billion, if you took it to the max, $1.6 billion something of Time Warner stock. And we would consider at the time whether we thought Time Warner stock was undervalued, fully valued, a good source of liquidity if we needed liquidity in lieu of debt.

We are not obligated to go out and find a source of liquidity, because for handling that, we really have three sources of liquidity: the cash on the balance sheet that is already in new Liberty Capital; the borrowings that we could bridge either temporarily against the Sprint position and the Motorola position, those derivatives that we talked about earlier; and the potential to do a longer term facility if we so chose against the Time Warner, then would be free and clear Time Warner stock.

And our understanding, and we’ve done a little bit of homework because the convert market is pretty good, and the opportunities for us to refinance are pretty good if we so chose, and I think we’d weigh that at the time.

As far as any IRS issues, and what that does, I think we’re very comfortable with where we’re going on that, and I don’t think that will be a factor in our decision making.

Operator

We’ll move now to April Horace - Janco Partners.

April Horace - Janco Partners

I was wondering, DTV has said now that the transaction has been closed, that they were going to address their balance sheet expeditiously and I was wondering if you had anything in mind as to what he might have meant or could expand on that, as well as now that Time Warner Inc. is talking about breaking up, does that speed up the urgency to potentially change or expedite a transaction with Time Warner?

Gregory Maffei

I’m sorry, April, I’ll answer the first one, and then you can repeat the first part of the second one because I missed that. No, I think I only heard secondhand, I didn’t listen to the entire investor presentation with Chase and his team, but I understand, they’re going to move on it expeditiously, and we will hopefully be part of that dialog.

We literally joined the Board yesterday. Neither Dr. Malone nor I have been to any Board meetings. We’re hoping to be joined by a third colleague on the Board in due process. So, I think on the normal Board cycle, we’ll talk about alternatives and hopefully we’ll be a positive voice in that discussion.

You asked something about what changes with Time Warner and I’m afraid I didn’t catch the first part.

April Horace - Janco Partners

Yes, I apologize. Time Warner, Inc. is talking about breaking themselves up, and I think they were talking about spinning out Time Warner Cable. They’ve also talked about maybe breaking up AOL into two pieces and I was wondering if you had stepped up conversations with Time Warner Inc. so that you don’t find yourself in the same kind of position with IACI?

Gregory Maffei

I’m not sure those are exactly comparable positions, but because of those exchangeables that we talked about earlier, we’re enthusiastic in having the Time Warner stock go up. So, we’re all for that. So, any of these restructuring actions announced or planned or discussed restructuring actions that they take that have a positive impact on the stock, we’re all for it.

Secondarily, we and Time Warner went through a very difficult process and difficult in the sense that it was harder to navigate between baseball’s rules, the IRS’s rules, our desires and their desires, got through it, and would love to find a way, I think both parties, to do another transaction for an asset if they were sellers and we were buyers. Because I think we could work well through that.

So, as they do that process, if there are things that they do sell, which would be attractive, and we could do another 355 exchange that would generate cash and/or an attractive asset, tax-free to both parties, allow it to get out of our Time Warner stock in a tax efficient manner, that’s a positive for both parties and something that we have had preliminary dialog about ideas but nothing substantive today.

And so, I don’t think anything else changes given the restructuring other than perhaps helping us with our exchangeables and maybe freeing up more assets.

Operator

We have time for one last question. We will move now to Victor Anthony - Bear Stearns.

Victor Anthony - Bear Stearns

Just had two quick questions. One, your e-commerce acquisitions have been rather diverse. Wonder if you could give us a sense of your e-commerce M&A strategy, for example, what verticals are you targeting, the size of the acquisitions, et cetera, and how are you leveraging those acquisitions across each other at QVC?

And second, I was wondering if there was anything that actually prevents you, maybe some tax issues, from converting LINTA back into Liberty Capital stock, considering where the share price performance over the past two months. Simply I just wanted to know whether or not that’s crossed your mind. Thanks.

Gregory Maffei

So, on e-commerce M&A, I think we’ve talked to some degree about this in the past at our Investor Day and the like. There are a couple of strategies here. First and foremost, to find attractive businesses with good growth prospects, good protection, the so-called Warren Buffett moat, have good growth characteristics, as I mentioned, with strong management teams, and are attractively valued and priced given their growth prospects on a standalone basis. And I think we found that in most of those businesses and most are performing well.

In addition, we think there are some synergies that run both across those e-commerce businesses in terms of not only cross promotion and sharing best practices around things like paid and natural search but around content strategies, around procurement, around a host of other areas where those teams are working together.

And frankly, there are things that Backcountry has done, for example, with being a trusted voice, which is a powerful influence against, perhaps, what Bodybuilder can do given its strength with body space and content that can be shared well across with Provide being more of a content site for Flowers, and Provide’s strength in understanding how to attract customers, and they are very sophisticated at customer acquisition costs, can be shared across the others. So there’s really been some good synergies and I think that’s a positive for all of them.

The other synergy we look for is one where we can see video promotion or the potential promotion from not only QVC.com but the linear TV site, QVC. And we’ve had some success at that, first and foremost, with Provide. We’ve fiddled with the formula and I think have been doing better recently.

So, while that is not the basis alone on which we buy these businesses, that’s the second set of upside. And we really look for that probably more at ProFlowers in certain times of the year, for example, or BUYSEASONS, which has also been promoted at QVC, the costumes aspect, than probably for Backcountry, which is more of an outdoors sale and not necessarily as logical fit with the QVC audience. So, that’s kind of where we’re going.

As far as verticals we’re fairly wide open. Our first choice would be one that we thought could be promoted on QVC, but we’re certainly not going to be limited by that. As far as size, I think anything from $50 million to $5 billion. That having been said, while that sounds like an enormous range, if you start looking at how many attractive, independent, standalone, e-commerce businesses on reasonable valuations there are that fit that criteria, the field narrows quickly.

So, as I said, we’ve done four, one that was actually done just before we did the spin or rather the creation of the tracker for LINTA. And still 90% of our cash flow has gone to share repurchase, not acquisition, excluding that first one.

As far as bringing LINTA back in, I don’t know why we would bring LINTA into new LCAPA. New LCAPA, as I said, the rump of what’s left, the pieces that frankly are less strategic, that are harder to unwind, and that’s going to be a long-term project that will keep people here occupied for a while.

We’re hoping to get more clarity, more focus, stronger operating businesses that are logical and fit together at Liberty Interactive, and the same at Liberty Entertainment. So, it would sort of be counter to our strategy, I don’t think it would be positive for either of those stocks to be merging it back in. So, I don’t see that as our current plan. Of course, things could change, but that’s not where we’re headed today.

Gregory B. Maffei

So, operator, that’s it, so I want to thank everybody for joining us today, and for your interest in Liberty Media, and we’ll look forward to seeing you again soon or on the next call.

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Source: Liberty Media Corporation Q4 2007 Earnings Call Transcript
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