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Executives

Courtnee Ulrich – Vice President of Investor Relations

Gregory B. Maffei – President and Chief Executive Officer

Christopher W. Shean – Senior Vice President and Chief Financial Officer

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

Analysts

Douglas Mitchelson – Deutsche Bank Securities, Inc.

Benjamin Swinburne – Morgan Stanley & Co. LLC

James Maxwell Ratcliffe – Barclays Capital, Inc.

John Tinker – Maxim Group Securities

Tom W. Eagan – Canaccord Genuity, Inc.

Barton E. Crockett – Lazard Capital Markets

Tony Wible – Janney Capital Markets

Matthew J. Harrigan – Wunderlich Securities Inc.

Liberty Media Corporation (LINTA) Q3 2012 Earnings Call November 6, 2012 11:00 AM ET

Operator

Please standby. Good day, everyone and welcome to Liberty Media Corporation Quarterly Earnings Conference Call. Today’s call is being recorded. At this time, for opening remarks and introductions, I would like to turn the Courtnee Ulrich, Vice President of Investor Relations. Please go ahead.

Courtnee Ulrich

Good morning. This call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial performance, new service and product launches, the pending separation from Starz, 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 limitations, possible changes in market acceptance of new products or services, competitive issues, regulatory issues at our ability to satisfy the conditions of the Starz separation.

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

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

With that, I’d like to introduce Liberty Media’s President and CEO, Greg Maffei.

Gregory B. Maffei

Good morning and thank you. And thank you all for their joining us. Today, speaking on the call, we will have besides myself, Liberty’s CFO, Chris Shean; and Starz CEO, Chris Albrecht.

And on to the highlights, at Starz, we had another strong quarter of subscriber growth. We successfully raised $500 million and 5% seven year senior unsecured bonds. According to our underwriters, this is the lowest deals ever for a first time issuer in the high-yield market. And we filed the Form-10 with the SEC regarding the separation of Starz, LLC and Liberty Media. We’re still targeting to complete this by year-end.

At SiriusXM, we increased our stake in the quarter to 49.2% based on the Sirius shares that we’re outstanding as of 10/25. Our stake is now with $9.1 billion based on yesterday’s close. We have fitted our attention to go with 50%, if our application for de jure control is approved by the FCC. I would note only one petition to deny was filed by one individual at the FCC, and we’re pleased with the comment period is now closed or broadly we continue to be very pleased with the strong results at Sirius that they reported last week.

Subscribers at $23.4 million, they raised our guidance for the third time this year, revenue was up 14%, adjusted EBITDA was up 24%, and we will be heavily involved in choosing the next CEO at Sirius to continue the success there.

Barnes & Noble and Microsoft completed their strategic investment in Nook Media and we were pleased with the delivery of the new devices at Barnes & Noble, the Nook HD and the Nook HD Plus, which started last week, order volume is very strong. And Live Nation posted another quarter of solid results yesterday, and continue to make significant progress in the social and mobile areas.

With that, I will turn over to Chris Shean to talk our financial results.

Christopher W. Shean

Thanks, Greg. Liberty Media’s revenue increased 3% in the quarter to $555 million, while adjusted OIBDA increased 6% to $137 million in the third quarter. Starz, LLC’s revenue increased 3% to $400 million, and OIBDA increased 1% to $108 million in the quarter.

Now, quickly looking at liquidity, at quarter end, Liberty had cash and liquid investments of $1.2 billion and debt of $541 million. Now with that, we’ll have Chris Albrecht comment on Starz.

Chris Albrecht

Thank you, Chris, and good morning. For those who didn’t join us at last month’s Liberty Investor Event in New York, let me reiterate how excited we are about the upcoming spine-off. We believe that as an independent company, we’re in a strong position to capitalize on opportunities and potential alliances in the marketplace.

Now into our third quarter financial performance, we’re pleased to hit new records of $20.8 million Starz subscribers and $34.3 million ENCORE subscribers. Each channel was up a 100,000 from last quarter despite the third quarter typically being a slow one for the premium category in terms of sequential subscriber growth. The combined $55.1 million subscriber benchmark remains an industry high for a pair of flagship premium channels.

Revenue from Starz channel for the third quarter remained relatively flat as compared to the corresponding prior-year period, as an $8 million increase due to higher effective rates for the Starz channels’ services was offset by a $9 million decrease.

This decrease was due primarily to the non-renewal of the Netflix agreement, which was partially offset by growth in the average number of subscriptions for our Starz and Encore channels. Revenue from Starz distribution increased $13 million, or 21%, compared to the corresponding period last year.

The growth was primarily attributable to strong home video performance for Spartacus Vengeance, and strong home video and digital sales for AMC Networks the walking dead.

We look forward to distributing titles from the theatrical play of the Weinstein Company, including was “The Master”, “Silver Linings Playbook”, “Killing Them Softly” and “Django Unchained”, which bode well for the Anchor Bay and Starz Digital businesses in 2013 and beyond.

The recent launches of the STARZ PLAY and ENCORE PLAY are authenticated online offerings with Cox Communications have progressed well. The new TV Everywhere services have been well received by our key distributors and we’re in advanced stages of discussion for future launches.

The Play services are an important addition to our premium service offerings as they fortify the brands and we’re seeing underlying expense associated with descriptions to STARZ, ENCORE and MOVIEPLEX. We’re aggressively developing additional device support and new features and functionality as STARZ PLAY gains more traction in the marketplace. With the addition of Cox, we’re now in front of about 70% of all U.S. multichannel households primarily through our distributors own proprietary platforms.

As you may recall, we made comments on our last call about the challenging operating environment that independent program is faced a renewable discussions with various distributors. Recently, we’ve renegotiated one of our key affiliation agreements with a new multiyear multi-platform extension and we also have agreements on substantial financial terms for a multiyear extension with another distributor.

The extended agreements, however, are generally on less favorable economic terms in a previous agreement. The extensions provide us with distribution stability with these distributors over the next several years and after an initial reduction in revenue provide for annual increases beginning on first anniversary following the date of the extension for each respective agreement.

I believe that Starz, we have the right content strategy in place that will differentiate us among premium content provider, coupled with our strong slate of exclusive feature film content and quality library content, we’re well-positioned to grow our subscriber base.

Let me provide you with a taste of what we have been store in our originals. We eagerly await the fourth installment of what is become our breakout hit series Spartacus, which will begin its final season on January 25. Steven DeKnight, Rob Tapert and team have wrapped production on a fitting and no doubt bloody conclusion to this great global franchise.

As part of overall deal with DeKnight, he will shift focus and attention over to incursions, a gritty science fiction drama series following soldiers who are fighting a war against an alien race on another planet. The next new Starz original series from the co-writer of The Dark Knight movie trilogy David Goyer, Da Vinci’s Demons will debut in the spring of next year following Spartacus. Starz owned full multi-platform rights for the series in the U.S. and English speaking Canada and it’s the first project to arise out of our partnership with BBC worldwide.

Season 2 of our wholly-owned series Magic City with Starz Jeffrey Dean Morgan, Danny Huston and Olga Kurylenko is currently in production and has added legendary Academy Award Nominee James Caan. Magic City continues to make inroads with audiences and has gained considerable traction in the international marketplace.

Magic City was also the showcase Starz Sirius that headlined our recently announced content distribution agreement with HBO Nordic, leveraging our library of owned and acquired TV and movie product in addition to future STARZ Original series, HBO Nordic is a model for optimal monetization of the STARZ content portfolio. Also in 2013, we’ll premiere the series of White Queen based on the international best selling novels, The Cousins’ War by Philippa Gregory.

STARZ has secured most global rights to the property, and of course, we have the potential third season of Boss. Next year, we begin production on Black Sails, which is filmmaker Michael Bay’s first script of project for television, currently in preproduction in South Africa, STARZ retains full global multi-platform rights for this series. Interest and buzz for Black Sails was particularly strong during last months MIPCOM Conference.

I’m also pleased to announce in this call a newly secured development project from our partners at Sony Television. The historical fantasy series Outlander will be written by Rob Moore, and is based on the best selling award winning series of novels by Diana Gabaldon.

First-run output films are looking especially strong in 2012 and early 2013. The upcoming pay television premieres of the blockbuster hits, The Amazing Spider-Man, Men in Black 3, and 21 Jump Street from Sony and Disney Pixar’s Brave, represent, but a few of the titles debuting exclusively on Starz.

Our output agreements with Disney extend pay-TV windows into 2016 and Sony into 2017 running exclusively on our family of Starz on Encore channels and services to early 2018 and 2019 respectively. Thank you.

And now, I will turn the call back over to Greg.

Gregory B. Maffei

Thank you. We are excited about the progress we made during the quarter and what’s coming ahead. We are excited about the potential separation or the separation, which we expect to occur prior year-end. And we look forward to speaking with you again next quarter, but let’s first, let’s handle a few questions, operator.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) And we’ll take our first question from Doug Mitchelson from Deutsche Bank.

Douglas Mitchelson – Deutsche Bank Securities, Inc.

Couple of questions. First, just with the relationship between Liberty and Sirius, who is leading the process for the search for the search for new CEO at Sirius and what would you guys look for in that new CEO and around that as well, if any comment around the process and timing that Sirius might institute a share purchase would be helpful, that’s the first area questions?

Gregory B. Maffei

So there is a committee of the board, comprised of three members of which I’m the Chairman of that committee. And we are just beginning undertaking the search, including hiring a search from and the like. But I think there is a deep management team to sustain the success of SiriusXM. We are both looking at internal and external candidates for the CEO job.

As far as the timing of any share repurchase, I think the Board will surely have on its agenda for the coming meeting return of capital, so there is no plans that have announced or agreed to by now.

Douglas Mitchelson – Deutsche Bank Securities, Inc.

Any sort of timing on a CEO that you can give us, is it sort of a one-month, three-month, five-month process?

Gregory B. Maffei

I think, for the caliber of the person you’re talking about, unlikely to be a one-month process, I would hope it would be six or less.

Douglas Mitchelson – Deutsche Bank Securities, Inc.

Okay, fair enough. And then on the comments around Starz Distribution and lower pricing, is there any further comments you can make around that? Can you give us a sense of percent of distribution that’s locked in the next couple of years? Anything that will help us try to model revenue going forward would be appreciated.

Gregory B. Maffei

Yeah, I can’t comment on the specifics of any deal, but I think in our last call, we talked about 19% of our business that’s up for renewal in the next year. And with the agreements that I discussed, we have taken care of the vast majority of that.

Douglas Mitchelson – Deutsche Bank Securities, Inc.

And so should we start thinking about sort of that impact of the increases from older contracts plus the impact of new contracts just sort of, nets out and we should look at revenue growth tied to subscriber growth? Is that a fair way to look at it?

Gregory B. Maffei

Revenue growth tied to subscriber growth. Well, we have flat, we have some fixed rate deals that have some built-in increases, and we have our consignment deals. So depending on where the growth comes from depends on the effect of the revenue. But aside from the fact that I can’t forecast the future, that’s the best that I can do with any discussions of how our subscriber business might progress. Like I said, we feel good about our strong programming lineup and our ability to grow our services.

Douglas Mitchelson – Deutsche Bank Securities, Inc.

All right. Thanks so much.

Operator

And we’ll go next to Ben Swinburne with Morgan Stanley.

Benjamin Swinburne – Morgan Stanley & Co. LLC

Thanks, good morning. Just a quick update on the tax side Greg, I think you mentioned at the Analyst Day that there is some capital loss carryforward at Starz and just want to see if they were still there, if there’s plan to be utilized before the Liberty spin. And for Chris Albrecht, if there is at least one vote for a third season of Boss, you can put that in the ledger. I was curious on your visibility on the costs side. As you mentioned it had one of their better year this year. And I think you benefited at Starz over the last several years from a smaller slate at Disney and Sony, since there was some relationship between box-office and your costs structure on the output side. What does that tell you about sort of the 2013 expense outlook for Starz? Do we expect to see cost go up now that Sony has had a successful year and Disney seems to be sort of stabilizing their slate? Thanks.

Chris Albrecht

Go ahead Greg. Yeah, no, go ahead Greg, I’m sorry.

Gregory B. Maffei

On the tax losses some of those related to the Starz Media transaction and partnership we did. We expect to liberate those and utilize them at Liberty Media prior to the completion of the Starz spin or spin away from Starz, because there are no capital gains items at Starz to shield. So it’s more logical to use them to shield gains that we have embedded at Liberty Media, and I expect that will be done prior to the completion of the spend, therefore prior to year-end.

Benjamin Swinburne – Morgan Stanley & Co. LLC

Thanks.

Chris Albrecht

Thanks. Yeah, with regard to the Sony cause, I can’t provide any numbers on what our movie cause will be. We are transitioning into what’s an extension period from a previous Sony deal. And as I stated before, we’d look to help fund some of our originals growth from some savings there.

But of course given there is a 2013 release that hit us in 2014, so depending on whether you’re talking about a slate or the release slate whether you’re talking about movies that come to Starz that the timing of that is consistently being changed by the studio and aside from the fact that I can’t give you those numbers. It’s also a very different to predict.

Benjamin Swinburne – Morgan Stanley & Co. LLC

Okay, thanks.

Operator

Thank you. And we’ll hear next from James Ratcliffe from Barclays.

James Maxwell Ratcliffe – Barclays Capital, Inc.

Good morning. Thanks for taking my question. Follow-up on the Starz contracts, was there any of that impact in 3Q and also just on accounting purposes or this going to be handled straight line for the new contract or actually on the cash basis? And I guess second on of course on your programing deal, one also you have is that essentially the blocking rights on digital in particular between your first and second window. What are your thoughts about prospects to monetize that or your willingness to waive some of those restrictions in exchange for better deals? Thanks.

Chris Albrecht

I’m sorry. Could you repeat the second part of the question?

James Maxwell Ratcliffe – Barclays Capital, Inc.

Your monetization of the rights you have to essentially block distribution of some of the movie content between the first and second window you have?

Chris Albrecht

Okay. Well, there is no impact in Q3 is the answer to the first part of your question. I mean, I can’t comment on the specifics of the negotiations of our deals with the studios. We are in discussions with our studio partners all the time, and are certainly interested in exploring the opportunity to extend our deals with them in those conversations, all sorts of things come up, price, rights, you can imagine.

James Maxwell Ratcliffe – Barclays Capital, Inc.

All right, thank you.

Operator

And we will go next to John Tinker with Maxim.

John Tinker – Maxim Group Securities

Hi, two quick questions. One, could you just discuss a little more how you think the relationship between Barnes & Noble and Microsoft might emerge other than just putting money in? And do you have any view still on the timing of the spinoff for the NOOK? And then secondly, everyone talks about the buybacks that companies you invested in. Could you just talk a little more about Liberty and how you see your capital structure going forward, given you mentioned you’d like to have $4.5 billion of liquid assets? Thanks.

Chris Albrecht

So on Microsoft and B&N, I think that’s an expanding partnership, and certainly Barnes & Noble aims to make an expanding partnership, growing the bookstore around the world and expanding it on the Windows platform. That’s the nascent days. But I think there is a lot of upside to both parties. And I think the initiatives that Barnes & Noble is likely to have in education and in the eBook area are going to be very appealing for Microsoft, and something that they want to get closer to over time. That’s certainly Barnes & Noble’s goal, and I believe that will be Microsoft’s goal as well.

As far as buybacks at Liberty parent, Liberty Media, frankly it’s going to be a little more opportunistic going forward will be my guess. We’ll be in a mode where while we do have quite a lot of liquidity, we will have no cash flow generating asset. We’ve had even to this period Starz, which has been generating cash to us. We will be basically holding a series of stakes, which, while we have significant influence in many cases like Sirius, like Live Nation or Barnes & Noble, we don’t actually get access to their cash flows without dividends or the like or share repurchase.

So I suspect there will be more opportunistic and will look at that and will look at how we trade on a discount to some other parts. We’ve had discounts as wide as, I don’t know, 35% or something and our discount has tightened over the last years. It varies, but it has generally tightened, and we’ll see what happens once we get the Starz spin done, how that discount goes, but my guess is, it will tighten further, which will make us at least be thoughtful about share repurchase, if not slower.

John Tinker – Maxim Group Securities

Thanks.

Operator

Thank you. And we’ll hear next from Tom Eagan with Canaccord Capital.

Tom W. Eagan – Canaccord Genuity, Inc.

Sure, thank you. Could you give us some detail on the economics of the deal with the BBC? For example, how much again are we going to be, how much of the funds are we going to be getting from the BBC? What portion of the spending is going to be on your balance sheet? And then I have a follow-up. Thanks.

Gregory B. Maffei

Well, it’s not a fund with the BBC, but it really depends on the programming mix. I mean, right now, we’re trying to maximize our original programming spend, while at the same time help grow our distribution businesses, so we’re trying to find the balance between our investment in worldwide rights against the opportunity to have partners who help offset the cost of the program in exchange for them holding on to those rights.

So in the dialogue or in the script that I laid out before, I think we have a balance of those different choices. And going forward, I would expect us to maintain a balance. But it’s difficult to predict how many more projects or how soon with the BBC, we’ll see them come to fruition.

Tom W. Eagan – Canaccord Genuity, Inc.

Right. I guess, I thought I remember that they’re going to be funding or sourcing about 50% of the cost of a new series.

Gregory B. Maffei

Yes. That’s also based on the cost of the series.

Tom W. Eagan – Canaccord Genuity, Inc.

Right, okay. And then secondly, could you give us a sense of what the margin profile at Starz might be post spin? I know that you’ve added some executives over the past couple of weeks. Is there any reason to think that the Starz margin should be materially different than what it is right now? Thanks.

Gregory B. Maffei

Well, first, on the execs piece, we haven’t added any execs. We’ve replaced some execs, and we are very mindful of what our overhead is on a day-to-day, week-to-week, month-to-month basis. So and with regard to the margins, I don’t think that I can comment on that, other than to say that we are looking forward to a growth business for Starz.

Tom W. Eagan – Canaccord Genuity, Inc.

Okay. Thank you.

Chris Albrecht

But I think we can say there is no substantive incremental cost being added that are going to change the margin. It will be the direction of the business driving it. The separation itself will not add significant cost.

Tom W. Eagan – Canaccord Genuity, Inc.

Right, okay. Thank you.

Operator

And we’ll hear next from Barton Crockett with Lazard Capital Markets.

Barton E. Crockett – Lazard Capital Markets

Okay, great. Thank you for the question. I wanted to probe a little bit more on these new deals that you struck. Have we set a benchmark that could result in the remaining 81% of distribution contracts coming down in price somewhat closer to what this 19%, where that’s been negotiated over some number of years?

Chris Albrecht

Bart, I don’t know how to answer a question like that. Even every deal is different. We are a value product by our distributors, and we look for this spin to give us an opportunity to help navigate our business with a little bit more flexibility than we’ve had in the past, and I think that will aid us in our decisions moving forward.

But certainly we don’t have the ability to predict what distributors will or will not make a request of us. As I said, these deals that we’ve had that we’ve just completed take care of most of the outstanding deals that we needed to get done in the near future. So certainly, there isn’t anything that I can foresee from where is it right now.

Barton E. Crockett – Lazard Capital Markets

Okay. And then a question about the numbers, in the income statement you guys provided us, there is a $1.281 million share on earnings of affiliates. I was wondering if you could kind of update, since that’s as big number, what that was about?

Christopher W. Shean

Yeah, this is Chris. What that is, we do equity accounting on our Sirius investment. They removed a valuation allowance on their NOLs and recognized a big tax benefit. And that is pulling our share of that through the P&L. Likewise, there is a big movement in deferred taxes that solely relates or principally relates to that equity pick-up.

Barton E. Crockett – Lazard Capital Markets

But it’s all non-cash.

Christopher W. Shean

Correct.

Barton E. Crockett - Lazard Capital Markets

Okay, great. Thank you.

Gregory B. Maffei

It’s reminiscent of when we took the big gain on News Corp. with the DirecTV, it’s kind of being one of these flow-through deals.

Operator

Thank you. And we’ll hear next from Tony Wible with Janney.

Tony Wible – Janney Capital Markets

Yeah, I was wondering if you guys could go into whether or not there’s any restrictions on any kind of mergers or opportunities you guys see with Starz post spin? And I guess playing off of Barton’s question, are there any specific most favored nation clauses in existing agreements that would cause the new, I guess, rate card to carryover to another deal?

Gregory B. Maffei

Well, this is Greg, I’ll comment. We don’t anticipate there’s anything in our structures that would prohibit us from pursuing partnerships or other kinds of opportunities post the spin, first. And secondly, we don’t comment on the terms of any individual deals of MSN or other clauses.

Tony Wible – Janney Capital Markets

Okay, great. Thank you.

Operator

Thank you. And we’ll hear next from Matthew Harrigan with Wunderlich Securities.

Matthew J. Harrigan – Wunderlich Securities Inc.

Well, thank you. Firstly, you’ve shown a lot of sensitivity on price on the Liberty Interactive call and your discussion just now on buying in the Liberty Media shares. I think it’s fairly evident that you’re going to run a serious stock price a lot if you have the scale of buybacks to extract your full incremental capital investment. Is this another mechanism for doing that? Is it possible you could do a dividend instead, or is there some other way to do that?

And then secondly, I guess, for Chris, when you look at Incursion and Vlad that sort of appeals to the adolescent and all of us but also seems marvelously marketable for international markets as far as the economics go. If you’re able to do something more significant internationally, could you possibly get to even more than 50 hours of original programming, or maybe do it a little bit faster without having a cash bleed along the way?

Gregory B. Maffei

Well, this is Greg, and I will comment on the first one. I think we’ve been discussing for several months that a dividend is certainly a potential method of a return of capital for the benefit of all shareholders in Sirius, and I think that’s on the table and something that we and the Sirius Board will look at hard.

Chris Albrecht

On the programming side, certainly with regard to most of what we have developed and are putting into production, we look for them to be big tent-pole-type series that could have great international appeal, and our ability to monetize that will definitely affect our ability to continue to invest in programming. We think that the 50 hour number is a good one from a mix of our theatricals and originals and also our ability to market them effectively with our distribution partners. But certainly, if there is an opportunity to grow either more quickly or with more critical mass, we’ll certainly take a look at that.

Matthew J. Harrigan – Wunderlich Securities Inc.

I can’t resist asking the seasonal, I know it doesn’t make too much difference in your stock price. Is Boss actually a little hamstrung internationally because there’s such a newer [collared] component to it or it does not really matter?

Chris Albrecht

Well, Boss is owned and distributed by Lionsgate. So we don’t have the rights to that.

Matthew J. Harrigan – Wunderlich Securities Inc.

Okay.

Chris Albrecht

You better question, ask for them.

Matthew J. Harrigan – Wunderlich Securities Inc.

Got it and your Lionsgate isn’t broad, I didn’t realized they have...

Chris Albrecht

Yeah.

Matthew J. Harrigan – Wunderlich Securities Inc.

Okay, thank you. Thanks Chris.

Operator

And ladies and gentlemen, this does conclude today’s Liberty Media Corporation quarterly earnings conference call. Thank you for your participation.

Gregory B. Maffei

Thank you all for joining, and we look forward to speaking to you next quarter.

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