Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 3)

  Filed by the Registrant ý

 

Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

ý

 

Preliminary Proxy Statement

 

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

o

 

Definitive Proxy Statement

 

o

 

Definitive Additional Materials

 

o

 

Soliciting Material Pursuant to §240.14a-12

Liberty Media Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

Table of Contents

Subject to completion, dated May 8, 2009

LOGO

LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

[                        ], 2009

Dear Stockholder:

        The 2009 annual meeting of stockholders of Liberty Media Corporation (Liberty Media) will be held at 9:00 a.m., local time, on June [25], 2009, at the Denver Marriot South at Park Meadows, 10345 Park Meadows Drive, Littleton, Colorado 80124, telephone (303) 925-0004. At the annual meeting, holders of Liberty Media common stock will be asked to consider and vote on the following proposals: (i) the redesignation proposal, (ii) the reverse stock split proposal, (iii) the election of directors proposal and (iv) the auditor ratification proposal (each as described in more detail below).

        Pursuant to the redesignation proposal, Liberty Media would be permitted to amend and restate its charter to change the name of (1) its "Entertainment Group" to the "Starz Group" and (2) its "Liberty Entertainment common stock" to the "Liberty Starz common stock" and to make certain conforming changes (the proposed changes collectively, the redesignation). The redesignation proposal is being submitted in connection with the proposed, previously announced split-off of a majority of the assets and liabilities of the Entertainment Group. If the split-off is completed, Liberty Media would redeem a portion of the outstanding shares of Liberty Entertainment common stock for all of the outstanding shares of a newly formed, wholly owned subsidiary of Liberty Media, Liberty Entertainment, Inc. (LEI), which would hold Liberty Media's 54% interest in The DIRECTV Group, Inc. (DTVG), a 100% interest in Liberty Sports Holdings LLC, a 65% interest in Game Show Network, LLC and FUN Technologies ULC and cash and cash equivalents, together with $2 billion of indebtedness incurred in connection with Liberty Media's incremental acquisition of DTVG shares in April 2008. All of the businesses, assets and liabilities currently attributed to Liberty Media's Entertainment Group that are not held by LEI would remain with Liberty Media and continue to be attributed to the Entertainment Group. These assets consist primarily of a 100% interest in Starz Entertainment LLC and cash and cash equivalents. Accordingly, the Liberty Media board determined to seek the approval of the stockholders to change the name of this tracking stock group and the corresponding tracking stock in connection with the split-off. The implementation of the redesignation is subject to the approval of stockholders sought hereby and the completion of the split-off. The Liberty Media board reserves the right to abandon the redesignation at any time prior to its implementation.

        Liberty Media recently announced that it has entered into an Agreement and Plan of Merger, dated as of May 3, 2009, pursuant to which LEI and DTVG would merge with wholly owned subsidiaries of a new parent company to be named DIRECTV. This business combination is conditioned on, among other things, (i) the receipt of the approval of the holders of Liberty Entertainment common stock to complete the split-off in accordance with Liberty Media's charter (the split-off approval); (ii) the receipt of the approval of the holders of Liberty Entertainment common stock (other than John C. Malone, Chairman of the Board of Liberty Media, his wife Leslie Malone, certain affiliated persons and the directors and officers of Liberty Media) of the split-off, the DTVG business

ii


Table of Contents


combination and certain related transactions; (iii) the receipt of certain DTVG stockholder approvals; (iv) the receipt of regulatory approvals, a private letter ruling from the Internal Revenue Service (IRS) and opinions of tax counsel; and (v) the completion of the split-off. The split-off is conditioned on, among other things, the receipt of the split-off approval, regulatory approvals, a private letter ruling from the IRS and opinions of tax counsel. The split-off is not conditioned on the satisfaction of the conditions to the DTVG business combination. Liberty Media intends to seek the requisite approvals of the holders of its Liberty Entertainment common stock for the split-off and the DTVG business combination at a special stockholders meeting which is expected to be held during the third quarter of 2009.

        Liberty Media is not soliciting your vote with respect to the split-off or the DTVG business combination at this time, and a vote on the redesignation proposal is not a vote on the split-off or the DTVG business combination.

        Pursuant to the reverse split proposal, Liberty Media would be permitted to effect a reverse stock split of (1) the outstanding shares of Series A Liberty Capital common stock at a ratio of one-for-three, (2) the outstanding shares of Series B Liberty Capital common stock at a ratio of one-for-three, (3) the outstanding shares of Series A Liberty Interactive common stock at a ratio of one-for-five, and (4) the outstanding shares of Series B Liberty Interactive common stock at a ratio of one-for-five (collectively, the reverse split). The reverse split is not conditioned on the completion of the split-off; however, the reverse split will not be effected until the split-off is either completed or abandoned. The Liberty Media board reserves the right to abandon the reverse split at any time prior to its implementation.

        At the annual meeting, you will further be asked to consider and vote on certain annual business matters: (1) the election of directors proposal, a proposal to re-elect Donne F. Fisher, Gregory B. Maffei, and M. LaVoy Robison to serve as Class II members of the Liberty Media board until the 2012 annual meeting of Liberty Media stockholders; and (2) the auditors ratification proposal, a proposal to ratify the selection of KPMG LLP as Liberty Media's independent auditors for the fiscal year ending December 31, 2009.

        The Liberty Media board has unanimously approved each of the enumerated proposals and unanimously recommends that its stockholders vote "FOR" each of them.

        Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please vote as soon as possible to make sure that your shares are represented.

        Thank you for your cooperation and continued support and interest in Liberty Media.

    Very truly yours,

 

 

Gregory B. Maffei
President and Chief Executive Officer

        The accompanying proxy statement is dated [                        ], 2009 and is first being mailed on or about [                        ], 2009 to the stockholders of record as of 5:00 p.m., New York City time, on April 27, 2009.

iii


Table of Contents

LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be Held on June [25], 2009

        NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 9:00 a.m., local time, on June [25], 2009, at the Denver Marriott South at Park Meadows, 10345 Park Meadows Drive, Littleton, Colorado 80124, telephone (303) 925-0004, to consider and vote on:

        Liberty Media encourages you to read the accompanying proxy statement in its entirety before voting. The form of Liberty Media's proposed amended and restated charter (the Liberty Media restated charter) reflecting the redesignation is included as Annex A to this proxy statement. The form of charter amendment reflecting the reverse split is included as Annex B to this proxy statement.

        Holders of record of Liberty Media's Series A Liberty Capital common stock, par value $0.01 per share, Series B Liberty Capital common stock, par value $0.01 per share, Series A Liberty Interactive common stock, par value $0.01 per share, Series B Liberty Interactive common stock, par value $0.01 per share, Series A Liberty Entertainment common stock, par value $0.01 per share and Series B Liberty Entertainment common stock, par value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on April 27, 2009, the record date for the annual meeting, will be

iv


Table of Contents


entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof. The proposals described above require the following stockholder approvals:

        The entire Liberty Media board of directors has carefully considered and approved each proposal and recommends that its stockholders vote "FOR" each of them.

        Votes may be cast in person or by proxy at the annual meeting or prior to the meeting by telephone or via the Internet.

        A list of stockholders entitled to vote at the annual meeting will be available at Liberty Media's offices in Englewood, Colorado for review by its stockholders for any purpose germane to the annual meeting, for at least 10 days prior to the annual meeting.

        YOUR VOTE IS IMPORTANT.    Liberty Media urges you to vote as soon as possible by telephone, Internet or mail.

    By order of the board of directors,

 

 

Pamela L. Coe
Vice President, Deputy General Counsel and Secretary

Englewood, Colorado
[                        ], 2009

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, PLEASE VOTE VIA THE INTERNET OR TELEPHONE AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, REQUEST A PAPER PROXY CARD TO COMPLETE, SIGN AND RETURN BY MAIL.

v


Table of Contents


TABLE OF CONTENTS

 
   
   

QUESTIONS AND ANSWERS

  1

SUMMARY

  4
 

General

  4
 

Recent Developments

  4
 

The Redesignation Proposal

  6
 

The Reverse Split Proposal

  9
 

The Annual Business Matter Proposals

  12

THE ANNUAL MEETING

  13
 

Notice and Access of Proxy Materials

  13
 

Electronic Delivery

  13
 

Time, Place and Date

  13
 

Purpose

  13
 

Quorum

  14
 

Who May Vote

  14
 

Votes Required

  14
 

Votes You Have

  14
 

Shares Outstanding

  15
 

Number of Holders

  15
 

Voting Procedures for Record Holders

  15
 

Voting Procedures for Shares Held in Street Name

  15
 

Revoking a Proxy

  16
 

Solicitation of Proxies

  16
 

Other Matters to Be Voted on at the Annual Meeting

  16

PROPOSALS OF THE LIBERTY MEDIA BOARD

  17

PART I: THE REDESIGNATION PROPOSAL

  17
 

General

  17
 

Redesignation; Effective Time

  18
 

Effect of Redesignation

  18
 

Conditions to the Redesignation

  19
 

Board Discretion Not to Implement the Redesignation

  19
 

Stock Exchange Listings

  19
 

Vote and Recommendation

  19

PART II: REVERSE SPLIT PROPOSAL

  20
 

General

  20
 

Background and Reasons for the Reverse Split

  20
 

Board Discretion Not to Implement the Reverse Split

  20
 

Conditions to the Reverse Split

  20
 

Effective Time of the Reverse Split

  20
 

Effect of the Reverse Split

  21
 

Treatment of Fractional Shares

  21
 

Treatment of Outstanding Equity Awards

  22
 

Accounting Consequences

  22
 

No Appraisal Rights

  22
 

No Assurance as to Trading Prices

  23
 

Material U.S. Federal Income Tax Consequences of the Reverse Split

  23
 

Vote and Recommendation

  26

PART III: ANNUAL BUSINESS MATTER PROPOSALS

  27

THE ELECTION OF DIRECTORS PROPOSAL

  27
 

Board of Directors

  27

vi


Table of Contents

 
   
   
 

Nominees for Election as Directors

  27
 

Directors Whose Term Expires in 2010

  28
 

Directors Whose Term Expires in 2011

  28
 

Vote and Recommendation

  28

THE AUDITORS RATIFICATION PROPOSAL

  29
 

Audit Fees and All Other Fees

  29
 

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

  29
 

Vote and Recommendation

  30

CONCERNING MANAGEMENT OF LIBERTY MEDIA

  31
 

Executive Officers

  31
 

Section 16(a) Beneficial Ownership Reporting Compliance

  31
 

Code of Ethics

  32
 

Director Independence

  32
 

Committees of the Board of Directors

  32
 

Board Meetings

  36
 

Director Attendance at Annual Meetings

  37
 

Stockholder Communication with Directors

  37
 

Executive Sessions

  37

EXECUTIVE COMPENSATION

  38
 

Compensation Discussion and Analysis

  38
 

Summary Compensation

  48
 

Executive Compensation Arrangements

  50
 

Grants of Plan-Based Awards

  53
 

Outstanding Equity Awards at Fiscal Year-End

  55
 

Option Exercises and Stock Vested

  60
 

Nonqualified Deferred Compensation Plans

  61
 

Potential Payments Upon Termination or Change-in-Control

  61
 

Compensation of Directors

  66
 

Director Compensation Table

  68
 

Equity Compensation Plan Information

  70

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  71
 

Security Ownership of Certain Beneficial Owners

  71
 

Security Ownership of Management

  73
 

Change of Control

  78

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  79
 

Relationships between DIRECTV and Liberty Media

  79

STOCKHOLDER PROPOSALS

  84

ADDITIONAL INFORMATION

  84

ANNEX A:

 

Form of Restated Certificate of Incorporation of Liberty Media

  A-1

ANNEX B:

 

Form of Certificate of Amendment of Restated Certificate of Incorporation of Liberty Media

  B-1

vii


Table of Contents


QUESTIONS AND ANSWERS

        The questions and answers below highlight only selected information about the annual meeting and how to vote your shares. You should read carefully the entire proxy statement, including the Annexes and the additional documents incorporated by reference herein, to fully understand the proposals.

Q:
When and where is the annual meeting?

A:
The annual meeting will be held at 9:00 a.m., local time, on June [25], 2009 at the Denver Marriott South at Park Meadows, 10345 Park Meadows Drive, Littleton, Colorado 80124, telephone (303) 925-0004.

Q:
What is the record date for the annual meeting?

A:
The record date for the annual meeting is 5:00 p.m., New York City time, on April 27, 2009.

Q:
What is the purpose of the annual meeting?

A:
To consider and vote on each of the redesignation proposal, the reverse split proposal, the election of directors proposal, the auditors ratification proposal and any proposals to transact other business as may properly come before the annual meeting.

Q:
What stockholder vote is required to approve each of the proposals?

A:
Each of the redesignation proposal and the reverse split proposal requires the approval of a majority of the aggregate voting power of the shares of Liberty Media common stock, outstanding on the record date, voting together as a single class. The election of directors proposal requires a plurality of the affirmative votes of the shares of Liberty Media common stock outstanding on the record date, that are voted in person or by proxy, voting together as a single class. The auditor ratification proposal requires the approval of a majority of the aggregate voting power of the shares of Liberty Media common stock, outstanding on the record date, that are present in person or by proxy, voting together as a single class.
Q:
How many votes do stockholders have?

A:
At the annual meeting:

holders of Series A Liberty Capital common stock (LCAPA) have one vote per share;

holders of Series B Liberty Capital common stock (LCAPB) have ten votes per share.

holders of Series A Liberty Interactive common stock (LINTA) have one vote per share;

holders of Series B Liberty Interactive common stock (LINTB) have ten votes per share.

holders of Series A Liberty Entertainment common stock (LMDIA) have one vote per share; and

holders of Series B Liberty Entertainment common stock (LMDIB) have ten votes per share.
Q:
Why is the redesignation proposal being voted on at this time?

A:
Changing the name of the "Entertainment Group" to "Starz Group" and "Liberty Entertainment common stock" to "Liberty Starz common stock" requires the approval of the holders of a majority of the aggregate voting power of the Liberty Capital, Liberty Interactive and Liberty Entertainment common stocks, voting together as a single class. By contrast, only holders of

1


Table of Contents

Q:
What if the redesignation proposal is not approved?

A:
The current designations of the Entertainment Group and the Liberty Entertainment common stock would not change, and no corresponding amendments would be made to Liberty Media's charter. Liberty Media is not soliciting your vote with respect to the split-off or the DTVG business combination at this time, and a vote on the redesignation proposal is not a vote on the split-off or the DTVG business combination. The failure of the redesignation proposal to be approved would have no effect on the split-off or the proposed business combination transaction with DTVG. We anticipate holding a separate meeting later this year at which holders of Liberty Entertainment common stock would be asked to approve the split-off and the DTVG business combination.

Q:
What if the reverse split proposal is not approved?

A:
No charter amendment for the reverse split would be filed, and no outstanding shares of LCAPA, LCAPB, LINTA or LINTB would be subject to a reverse split.

Q:
What if the auditors ratification proposal is not approved?

A:
The Liberty Media board and its audit committee would consider it as a direction to select other auditors for the year ended December 31, 2009.

Q:
What do stockholders need to do to vote on the proposals?

A:
Holders of record of our common stock as of the record date may vote in person at the annual meeting. Alternatively, they may give a proxy by completing, signing, dating and returning a proxy card (if a paper proxy card has been requested by the holder), or by voting by telephone or over the Internet. Unless subsequently revoked, shares of Liberty Media common stock represented by a proxy submitted and received at or before the annual meeting will be voted in accordance with the instructions on the proxy. Instructions for voting by using the telephone or the Internet are printed on the Notice of Internet Availability of Proxy Materials being mailed to Liberty Media stockholders in accordance with the "Notice and Access" rules adopted by the Securities and Exchange Commission and on the printed proxy cards. If you receive the notice referenced above, you will not receive a printed copy of this proxy statement, including the Notice of Meeting, the proxy card or the annual report, unless you specifically request a copy.

2


Table of Contents

Q:
If shares are held in "street name" by a broker, bank or other nominee, will the broker, bank or other nominee vote those shares for the beneficial owner on the proposals?

A:
If you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on the redesignation proposal or the reverse split proposal but they will be voted on the election of directors proposal and the auditors ratification proposal. Accordingly, your broker, bank or other nominee will vote your shares held in "street name" on the redesignation proposal and the reverse split proposal only if you provide instructions on how to vote. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on any proposal, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to any proposal, these shares are considered "broker non-votes" with respect to such proposal.
Q:
What if I do not vote on the proposals?

A:
If you fail to respond with a vote, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, but your failure to vote will have no effect on determining whether any of the proposals is approved (if a quorum is present) other than the redesignation proposal and the reverse split proposal. If you fail to respond with a vote, your shares will count as a vote "AGAINST" the redesignation proposal and the reverse split proposal. If you respond but do not indicate how you want to vote, your proxy will be counted as a vote "FOR" each of the proposals, as applicable.

Q:
What if I respond and indicate that I am abstaining from voting?

A:
If you respond and indicate that you are abstaining from voting, your proxy will have no effect on the election of directors proposal and will have the same effect as a vote "AGAINST" each of the redesignation proposal, the reverse split proposal and the auditors ratification proposal.

Q:
May stockholders change their vote after returning a proxy card or voting by telephone or over the Internet?

A:
Yes. Before the start of the annual meeting, stockholders who want to change their vote on any proposal may do so by telephone or over the Internet (if they originally voted by telephone or over the Internet), by voting in person at the annual meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Media Corporation, c/o Computershare Trust Company, N.A., P.O. Box 43102, Providence, Rhode Island 02940.
Q:
What do I do if I have additional questions?

A:
If you have any questions prior to the annual meeting or if you would like copies of any document referred to or incorporated by reference in this document, please call Investor Relations at (720) 875-5408.

3


Table of Contents


SUMMARY

        The following summary includes information contained elsewhere in this proxy statement. This summary does not contain all of the important information that you should consider before voting on the proposals. You should read the entire proxy statement, including the Annexes, carefully.


General

        Liberty Media owns interests in a broad range of electronic retailing, media communications and entertainment businesses. Those interests are attributed to three tracking stock groups: (1) the Liberty Interactive Group, which includes Liberty Media's interests in QVC, Inc., Provide Commerce, Inc., Backcountry.com, Inc., BuySeasons, Inc., Bodybuilding.com, LLC, IAC/InterActiveCorp (IAC), Expedia, Inc., HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., (2) the Liberty Entertainment Group, which includes Liberty Media's interests in The DIRECTV Group, Inc. (DTVG), Starz Entertainment, LLC, Game Show Network, LLC (GSN) and its subsidiary, FUN Technologies ULC (FUN), WildBlue Communications, Inc., Liberty Sports Holdings LLC (Liberty Sports) and PicksPal, Inc., and (3) the Liberty Capital Group, which includes all businesses, assets and liabilities not attributed to the Liberty Interactive Group or the Liberty Entertainment Group including subsidiaries Starz Media, LLC, Atlanta National League Baseball Club, Inc. and TruePosition, Inc., and minority equity investments in Time Warner Inc. and Sprint Nextel Corporation. Liberty Media has three tracking stocks: the Liberty Interactive common stock, the Liberty Entertainment common stock and the Liberty Capital common stock, which track the groups described above, respectively. A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Each group has a separate collection of businesses, assets and liabilities attributed to it, but no group is a separate legal entity and, therefore, no group can own assets, issue securities or enter into legally binding agreements.

        Liberty Media's principal executive offices are located at 12300 Liberty Boulevard, Englewood, Colorado 80112. Liberty Media's main telephone number is (720) 875-5400 and its website is located at www.libertymedia.com. The information contained on any website referenced herein is not a part of this proxy statement.


Recent Developments

Split-Off

        Liberty Media previously announced its intention to split-off a majority of the assets and liabilities of the Entertainment Group, by redeeming 90% of the outstanding shares of Liberty Entertainment common stock for 100% of the outstanding shares of a wholly owned subsidiary of Liberty Media, Liberty Entertainment, Inc. (LEI), formed for the purpose of completing the split-off. At the time of the split-off, LEI would hold Liberty Media's 54% interest in DTVG, a 100% interest in Liberty Sports, a 65% interest in GSN and its wholly owned subsidiary FUN and cash and cash equivalents, together with $2 billion of indebtedness incurred in connection with Liberty Media's incremental acquisition of DTVG shares in April 2008. All of the businesses, assets and liabilities currently attributed to Liberty Media's Entertainment Group that are not held by LEI would remain with Liberty Media and continue to be attributed to the Entertainment Group. These assets consist primarily of a 100% interest in Starz Entertainment LLC and cash and cash equivalents.

        If the conditions to the split-off are satisfied or, if applicable, waived, on the date set by the Liberty Media board, Liberty Media would redeem (i) 0.9 of each outstanding share of Series A Liberty Entertainment common stock (LMDIA) for 0.9 of a share of LEI Series A common stock, with 0.1 of each share of LMDIA to remain outstanding as Liberty Entertainment common stock; and (ii) 0.9 of each outstanding share of Series B Liberty Entertainment common stock (LMDIB) for 0.9 of

4


Table of Contents


a share of LEI Series B common stock, with 0.1 of each share of LMDIB to remain outstanding as Liberty Entertainment common stock, subject, in each case, to the payment of cash in lieu of any fractional shares. By way of example, a holder of 100 shares of LMDIA would receive 90 shares of LEI Series A common stock in redemption for 90 shares of LMDIA and would retain the remaining 10 shares of LMDIA, while a holder of 100 shares of LMDIB would receive 90 shares of LEI Series B common stock in redemption for 90 shares of LMDIB and would retain the remaining 10 shares of LMDIB.

        The split-off is conditioned on, among other things, the requisite approval of the holders of Liberty Entertainment common stock in accordance with Liberty Media's charter (the split-off approval) and the receipt of regulatory approvals, a private letter ruling from the IRS and opinions of tax counsel. The foregoing description of the split-off is provided for informational purposes only. Liberty Media is not soliciting your vote with respect to the split-off at this time, and a vote on the redesignation proposal is not a vote on the split-off. We anticipate that a separate meeting of the holders of Liberty Entertainment common stock will be held later this year at which the holders of Liberty Entertainment common stock will be asked to approve the split-off and the DTVG business combination.

DTVG Business Combination

        On May 3, 2009, Liberty Media and LEI entered into an Agreement and Plan of Merger with DTVG and the other parties named therein (the Merger Agreement), pursuant to which, after Liberty Media completes its previously announced split-off, LEI and DTVG will combine under a new parent company named DIRECTV. If the DTVG business combination is completed, (i) each outstanding share of Series A LEI common stock will be exchanged for 1.11111 shares of Class A common stock of DIRECTV; (ii) each share of Series B LEI common stock (other than those held by John C. Malone, Chairman of the Board of Liberty Media, his wife Leslie Malone and certain trusts in favor of their children, collectively the Malones) will be exchanged for 1.11111 shares of Class A common stock of DIRECTV; and (iii) in accordance with the Malone Agreement, each share of Series B LEI common stock held by the Malones will be exchanged for 1.11111 shares of Class B common stock of DIRECTV, in each case, subject to adjustment. Also, if the DTVG business combination is completed, each outstanding share of DTVG common stock will be exchanged for one share of Class A common stock of DIRECTV. Each share of DIRECTV Class A common stock will entitle the holder to one vote per share, and each share of DIRECTV Class B common stock will entitle the holder to 15 votes per share. The Malones have entered into a Voting and Right of First Refusal Agreement, dated as of May 3, 2009 (the Malone Agreement), pursuant to which, among other things, they have agreed to limit the voting power of their Class B shares of DIRECTV to 24% of the aggregate voting power of DIRECTV. The completion of the DTVG business combination is subject to, among other things, the receipt of the requisite stockholder approvals, regulatory approvals, certain private letter rulings from the IRS and opinions of tax counsel.

        Also in connection with the Merger Agreement, Liberty Media, DIRECTV, DTVG, LEI and subsidiaries of Liberty Media that directly hold the DTVG shares beneficially owned by Liberty Media entered into a Voting, Standstill, Non-Competition and Non-Solicitation Agreement, dated as of May 3, 2009 (the Voting Agreement), pursuant to which, Liberty Media has agreed to certain voting arrangements and standstill provisions with respect to the shares of DTVG common stock it controls as well as certain non-compete provisions. The Malone Agreement also provides for certain standstill provisions and transfer restrictions in favor of DTVG and DIRECTV.

        For more information regarding the Merger Agreement, the Malone Agreement, the Voting Agreement and certain related matters, see "Certain Relationships and Related Transactions—Relationships between DTVG and Liberty Media—DTVG Business Combination" below.

5


Table of Contents

        The foregoing description of the DTVG business combination is provided for informational purposes only. Liberty Media is not soliciting your vote with respect to the DTVG business combination at this time, and a vote on the redesignation proposal is not a vote on the DTVG business combination.

FUN/GSN Transactions

        On March 24, 2009, Liberty Media purchased from FUN, at the time a wholly owned subsidiary of Liberty Media, certain FUN subsidiaries that operated FUN's sports related businesses (FUN Sports) for $13.5 million, which amount was subsequently returned to Liberty Media as a capital distribution. In addition, in connection with the transactions with Sony Corporation (Sony) described below, FUN agreed to transfer to Liberty Media its ownership interests in two entities whose businesses are related to the acquired subsidiaries and certain related rights.

        On April 9, 2009, Liberty Media and Sony consummated a series of related transactions (the GSN/FUN Transactions) which restructured the ownership of FUN and GSN. Prior to the GSN/FUN Transactions, Liberty Media indirectly owned 50% and Sony indirectly owned the other 50% of GSN, and Liberty Media owned all of the outstanding capital stock of FUN. As a result of the GSN/FUN Transactions, (i) Liberty Media now indirectly owns 65% and Sony indirectly owns 35% of the outstanding ownership interests of GSN, and (ii) FUN is a direct wholly-owned subsidiary of GSN. Notwithstanding Liberty Media's increased equity interest in GSN, the existing governance arrangements between Liberty Media and Sony will remain in place. Pursuant to GSN's operating agreement, Liberty Media and Sony each have the right to designate half of the members of GSN's management committee. Also pursuant to the operating agreement, Liberty Media and Sony have agreed that direct transfers of their respective interests in GSN and certain indirect transfers that result in a change of control of the transferring party are subject to a right of first refusal in favor of the other, non-transferring member.


The Redesignation Proposal

        In connection with the split-off, the Liberty Media board has determined to seek the approval of the holders of Liberty Media common stock to amend and restate Liberty Media's charter to change the name of (i) the "Entertainment Group" to the "Starz Group" and (ii) the "Liberty Entertainment common stock" to the "Liberty Starz common stock;" to modify the definition of the renamed Starz Group to reflect the composition of that group after giving effect to the split-off; and to update the definitions of the Capital Group and the Interactive Group to give effect to the change in the attribution of businesses to each of these groups since the effective date of Liberty Media's existing charter. The implementation of the redesignation is subject to the completion of the split-off. The split-off is conditioned on the receipt of the split-off approval, regulatory approvals, a private letter ruling from the IRS and opinions of tax counsel. The split-off is not conditioned on the satisfaction of the conditions to the DTVG business combination. The businesses, assets and liabilities that are currently attributed to each of Liberty Media's other two tracking stock groups, the Capital Group and the Interactive Group, would not change as a result of the split-off or the redesignation.

        The following summarizes selected terms of the redesignation. For more information, please see "Proposals of the Liberty Media Board—Part I: The Redesignation Proposal."

Redesignation   In the redesignation, Liberty Media's Entertainment Group would be redesignated as the Starz Group and shares of Liberty Entertainment common stock would be redesignated as shares of Liberty Starz common stock.

6


Table of Contents

Redesignation Date   Subject to the satisfaction of the conditions to the redesignation, the redesignation will be completed upon the filing of the Liberty Media restated charter with the Secretary of State of the State of Delaware. The redesignation would occur immediately following the completion of the split-off.

Effect of the Redesignation

 

From and after the redesignation, all shares of Liberty Entertainment common stock owned by any holder of Liberty Entertainment common stock that are not redeemed will be redesignated as Liberty Starz common stock and will track the businesses, assets and liabilities of the newly redesignated Starz Group.

 

 

In connection with the split-off, Liberty Media will deliver or make available to all holders of certificated shares of Liberty Entertainment common stock, a letter of transmittal with which to surrender their certificates in exchange for new certificates representing the shares of LEI common stock to be issued to such holder in the redemption. Holders of certificated shares of Liberty Entertainment common stock who properly surrender their certificates with a duly completed letter of transmittal following the split-off will receive certificates of Liberty Starz common stock representing the portion of their Liberty Entertainment shares that were not redeemed in the split-off.

 

 

Holders of Liberty Entertainment shares held in book-entry form will not need to take any action in connection with the redesignation. Their accounts will automatically be credited with shares of Liberty Starz common stock following the completion of the split-off and the redesignation, based on the portion of the former Liberty Entertainment shares not redeemed in the split-off.

Conditions to the Redesignation

 

The completion of the redesignation is subject to the following conditions:

 

 


 

the receipt of the requisite stockholder approval of the redesignation proposal at the annual meeting; and

 

 


 

the completion of the split-off.

 

 

The split-off is conditioned on, among other things, the receipt of the split-off approval, regulatory approvals, a private letter ruling from the IRS and opinions of tax counsel. The split-off is not conditioned on the satisfaction of the conditions to the DTVG business combination. Liberty Media is not soliciting your vote with respect to the split-off or the DTVG business combination at this time, and a vote on the redesignation proposal is not a vote on the split-off or the DTVG business combination. Only holders of Liberty Entertainment common stock will be solicited with respect to the approval of the split-off and the DTVG business combination.

7


Table of Contents

Board Discretion Not to Implement
the Redesignation
  The Liberty Media board reserves the right to not implement the redesignation at any time before the filing of the Liberty Media restated charter. Although the Liberty Media board has no present plan or intention to not implement the redesignation if the conditions to its completion are satisfied, the Liberty Media board has determined to reserve this discretion in the event the occurrence of any unforeseeable event causes the redesignation to no longer fulfill the purposes of its implementation.

Reasons for the Redesignation

 

Prior to executing the Merger Agreement, the Liberty Media board determined to seek approval for the redesignation in an effort to avoid confusion in the markets following the completion of the split-off. Because analysts and others in the financial community know the businesses of Liberty Media's Entertainment Group as the "Liberty Entertainment" stock, the Liberty Media board believed that naming the new public company "Liberty Entertainment, Inc." would create a smoother transition to independent trading following the split-off. The execution of the Merger Agreement has not changed the Liberty Media board's desire to pursue the redesignation because the anchor asset of the remaining portion of the former Entertainment Group (after giving effect to the split-off and the DTVG business combination) will be Starz Entertainment LLC, which the Liberty Media board believes should be incorporated into the new name of the group and the related tracking stock. Further, the split-off may occur prior to the completion of the DTVG business combination, in which case, the Liberty Media board continues to be concerned with the potential for market confusion and believes the redesignation will minimize uncertainty regarding the composition of the remaining assets attributable to the Entertainment Group following the split-off in the marketplace.

Exchange Agent for the
Shares

 

Computershare Trust Company, N.A., P.O. Box 43102, Providence, Rhode Island 02940.

Stock Exchange Listings

 

In connection with the split-off, LEI will apply to list its Series A common stock and Series B common stock on the Nasdaq Global Select Market under the same symbols as the Series A and Series B Liberty Entertainment common stock currently trade, "LMDIA" and "LMDIB", respectively. Liberty Media will concurrently apply to change the symbols of the redesignated Series A and Series B Liberty Starz common stock to "LSTZA" and "LSTZB", respectively. Liberty Media and LEI have been advised that, for a short period following the split-off, LEI's common stock may trade under temporary trading symbols, which will be announced by press release once available. If the split-off and the DTVG business combination occur on the same day, there will cease to be any trading under the symbols LMDIA and LMDIB following the closing.

8


Table of Contents

Recommendation of the Liberty
Media Board
  The Liberty Media board has unanimously approved the redesignation proposal and unanimously recommends that you vote "FOR" the proposal.


The Reverse Split Proposal

        Pursuant to the reverse split proposal, Liberty Media's stockholders are being asked to approve an amendment to Liberty Media's charter to effect a reverse stock split of the outstanding shares of LCAPA, LCAPB, LINTA and LINTB.

        The following summarizes selected terms of the reverse split. For more information, please see "Proposals of the Liberty Media Board—Part II: The Reverse Split Proposal."

Reverse Split Ratios   Subject to the satisfaction of the conditions to the reverse split, the outstanding shares of LCAPA will be reverse split at a ratio of one-for-three, the outstanding shares of LCAPB will be reverse split at a ratio of one-for-three; the outstanding shares of LINTA will be reverse split at a ratio of one-for-five; and the outstanding shares of LINTB will be reverse split at a ratio of one-for-five.

 

 

As of March 31, 2009, there were outstanding (1) 89,874,323 LCAPA shares, (2) 6,024,724 LCAPB shares, (3) 566,724,594 LINTA shares, and (4) 29,402,423 LINTB shares (exclusive of any stock options or appreciation rights). Based on the number of such shares outstanding on March 31, 2009, LEI expects 29,958,107 shares of LCAPA, 2,008,241 shares of LCAPB, 113,344,918 shares of LINTA and 5,880,484 shares of LINTB to remain outstanding immediately following the reverse split.

Effective Time

 

The effective time of the reverse split will be determined by the Liberty Media board following the satisfaction of the conditions to the reverse split. The reverse split will be effective upon the filing of Liberty Media's charter amendment with the Secretary of State of the State of Delaware.

Effect of the Reverse Split

 

The reverse split would affect all of the holders of Liberty Interactive common stock and Liberty Capital common stock uniformly, except to the extent that the reverse split results in a holder receiving cash in lieu of a fractional share. This could reduce the number of small post-reverse split stockholders of LCAPA, LCAPB, LINTA or LINTB following the reverse split. See "—Treatment of Fractional Shares" below.

 

 

The other principal effects of the reverse split will be that:

 

 


 

the number of outstanding shares of LCAPA, LCAPB, LINTA and LINTB will be reduced proportionately based on the applicable reverse split ratios;

 

 


 

the increase in the relative aggregate voting power of the Liberty Capital common stock and the Liberty Interactive common stock that would result from the completion of the split-off would be partially diluted as a result of the reverse split;

9


Table of Contents

      if the split-off is abandoned, the relative aggregate voting power of the Liberty Capital common stock and the Liberty Interactive common stock would be significantly diluted as a result of the reverse split; and

 

 


 

the number of stockholders who own odd lots (less than 100 shares) will likely increase, and such odd lot holders may experience an increase in the cost of selling their shares and may have greater difficulty in executing sales.

 

 

Liberty Media will deliver or make available to all holders of certificated Liberty Capital shares or Liberty Interactive shares, from and after the reverse split, a letter of transmittal with which to surrender their certificates in exchange for new certificates representing the shares of Liberty Capital common stock or Liberty Interactive common stock held by such surrendering holders following the reverse split.

 

 

Accounts holding shares of Liberty Capital common stock or Liberty Interactive common stock in book-entry form will be debited as of the effective time of the reverse split, and promptly thereafter credited with the applicable series and number of shares of Liberty Capital common stock or Liberty Interactive common stock. Holders of Liberty Capital shares or Liberty Interactive shares held in book-entry form will not need to take any action to receive their reverse split shares.

Treatment of Fractional Shares

 

Any holder which would otherwise receive a fraction of a share of Liberty Capital common stock or Liberty Interactive common stock in the reverse split will instead receive cash in an amount equal to the product of the applicable fraction multiplied by the closing stock price of the applicable series of common stock as reported on the Nasdaq Global Select Market on the first trading day following the effective time of the reverse split.

Conditions to the Reverse Split

 

The completion of the reverse split is subject to the following conditions:

 

 


 

the receipt of the requisite stockholder approval of the reverse split proposal at the annual meeting; and

 

 


 

the first to occur of the completion or abandonment of the split-off.

Board Discretion Not to Implement
the Reverse Split

 

The Liberty Media board reserves the right to not implement the reverse split at any time prior to the filing of Liberty Media's charter amendment. Although the Liberty Media board has no present plan or intention to not implement the reverse split if the conditions to its completion are satisfied, the Liberty Media board has determined to reserve this discretion in the event the occurrence of any unforeseeable event causes the reverse split to no longer fulfill the purposes of its implementation.

10


Table of Contents

Reasons for the Reverse Split   The Liberty Media board believes that reducing the number of the outstanding shares of LCAPA, LCAPB, LINTA and LINTB will proportionally increase the respective share prices of these tracking stocks, which will improve their marketability and liquidity and encourage interest and trading in these tracking stock. Although no assurance can be given that the reverse split will cause the trading prices of these tracking stocks to initially increase proportionally, as expected, or to maintain the elevated pricing, the Liberty Media board believes the reverse split will benefit the holders of the Liberty Capital common stock and Liberty Interactive common stock.

Treatment of Outstanding Equity
Awards

 

Concurrently with the effective time of the reverse split, the per share exercise price or base price of all outstanding options and stock appreciation rights with respect to any series of Liberty Capital common stock or Liberty Interactive common stock will be increased proportionately, and the number of shares of the applicable series of Liberty Capital common stock or Liberty Interactive common stock subject to such options or stock appreciation rights will be reduced proportionately, in each case, based on the applicable reverse split ratios. These adjustments will result in approximately the same aggregate exercise price or base price being required of the holder upon exercise of the applicable award, although the aggregate number of shares subject to such awards will have been reduced proportionately. Restricted shares of Liberty Capital common stock or Liberty Interactive common stock will be treated in the same manner as unrestricted outstanding shares of the applicable series of common stock in the reverse split.

Material U.S. Federal Income Tax
Considerations of the Reverse Split

 

The reverse split is intended to qualify as a "recapitalization" within the meaning of Section 368(a)(1)(E) of the Code. Provided the reverse split so qualifies, then except with respect to cash received in lieu of fractional shares, (i) no gain or loss will be recognized by a stockholder upon the exchange of pre-reverse split shares of Liberty Capital common stock for post-reverse split shares of Liberty Capital common stock, and (ii) no gain or loss will be recognized by a stockholder upon the exchange of pre-reverse split shares of Liberty Interactive common stock for post-reverse split shares of Liberty Interactive common stock.

 

 

The particular tax consequences of the reverse split to you will depend on the facts of your own situation. Please consult your tax advisors for a full description of the tax consequences of the reverse split to you.

No Appraisal Rights

 

Under the General Corporation Law of the State of Delaware, holders of Liberty Capital common stock and Liberty Interactive common stock will not have appraisal rights in connection with the reverse split.

11


Table of Contents

Exchange Agent for the Shares   Computershare Trust Company, N.A., P.O. Box 43102, Providence, Rhode Island 02940.

Recommendation of the Liberty
Media Board

 

The Liberty Media board has unanimously approved the reverse split proposal and unanimously recommends that you vote "FOR" the proposal.

No Assurance as to Trading Prices

 

There can be no assurance that following the reverse split the market price of any series of the Liberty Interactive common stock or Liberty Capital common stock will increase in proportion to the reduction in the number of shares of such common stock issued and outstanding before the reverse split. The total market capitalization of the Liberty Capital tracking stock and/or the Liberty Interactive tracking stock after the reverse split may be lower than either tracking stock group's total market capitalization before the reverse split for reasons unrelated to the reverse split.


The Annual Business Matter Proposals

        Additionally, you are being asked to (i) re-elect Donne F. Fisher, Gregory B. Maffei, and M. LaVoy Robison to serve as Class II members of the Liberty Media board until its 2012 annual meeting of stockholders pursuant to the election of directors proposal, and (ii) ratify the selection of KPMG LLP as Liberty Media's independent auditors for the fiscal year ending December 31, 2009 pursuant to the auditors ratification proposal.

        The Liberty Media board has unanimously approved the election of directors proposal and the auditors ratification proposal and unanimously recommends that you vote "FOR" each of these proposals.

12


Table of Contents


THE ANNUAL MEETING

Notice and Access of Proxy Materials

        The SEC has adopted "Notice and Access" rules that allow companies to deliver a Notice of Internet Availability of Proxy Materials (the Notice) to stockholders in lieu of a paper copy of the proxy statement and related materials, including the annual report (collectively, the proxy materials). Pursuant to these rules, it is anticipated that the Notice will first be mailed to our stockholders on or about May [    ], 2009. The proxy materials, including the form of proxy, relating to the 2009 annual meeting of stockholders are first being made available to stockholders on or about May [    ], 2009.

        The Notice will instruct you as to how you may access and review the information in the proxy materials and how you may submit your proxy by mail, over the Internet or by telephone. Alternatively, you may order a paper copy of the proxy materials at no charge by following the instructions provided in the Notice. If you receive a Notice, you will not receive a printed copy of the proxy materials, unless you specifically request a copy.


Electronic Delivery

        Stockholders can access the notice of annual meeting, proxy statement and annual report via our website at www.libertymedia.com or as directed in the Notice for voting via the website at www.proxyvote.com. For future stockholder meetings, registered stockholders may receive future notices, annual reports and proxy materials electronically. To sign up for electronic delivery, go to www.computershare.com/us/ecomms. You may also sign up when you vote by Internet at www.proxyvote.com and follow the prompts. Once you sign up, you will no longer receive a printed copy of the notices, annual reports and proxy materials, unless you request them. You may suspend electronic delivery of the notices, annual reports and proxy materials at any time by contacting our transfer agent, Computershare, phone: [888-218-4391] (outside the United States [+1-781-575-3919] ). Stockholders who hold shares through a bank, brokerage firm or other nominee may request electronic access by contacting their nominee.


Time, Place and Date

        The annual meeting of the stockholders is to be held at 9:00 a.m., local time, on June [25], 2009, at the Denver Marriott South at Park Meadows, 10345 Park Meadows Drive, Littleton, Colorado 80124, telephone (303) 925-0004.


Purpose

        At the annual meeting, you will be asked to consider and vote on each of the following:

13


Table of Contents

        Please see "Proposals of the Liberty Media Board—Part I: The Redesignation Proposal" for more information regarding the redesignation proposal, including the redesignation. Please see "Proposals of the Liberty Media Board—Part II: The Reverse Split Proposal" for more information regarding the reverse split proposal, including the reverse split. Please see "Proposals of the Liberty Media Board—Part III: Annual Business Matter Proposals" for more information regarding the election of directors proposal and the auditor ratification proposal.


Quorum

        In order to carry on the business of the annual meeting, a quorum must be present. This means that at least a majority of the aggregate voting power represented by the shares of Liberty Media common stock, outstanding on the record date, must be represented at the annual meeting either in person or by proxy. For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on any proposal, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares (broker non-votes) nevertheless will be treated as present for purposes of determining the presence of a quorum. See "—Voting Procedures for Shares Held in Street Name—Effect of Broker Non-Votes" below.


Who May Vote

        Holders of shares of LCAPA, LCAPB, LINTA, LINTB, LMDIA and LMDIB, as recorded in Liberty Media's stock register as of 5:00 p.m., New York City time, on April 27, 2009 (such date and time, the record date for the annual meeting), may vote on each of the redesignation proposal, reverse split proposal, election of directors proposal and auditors ratification proposal at the annual meeting or at any adjournment or postponement thereof.


Votes Required

        Each of the redesignation proposal and the reverse split proposal requires the approval of a majority of the aggregate voting power of the shares of Liberty Media common stock, outstanding on the record date, voting together as a single class. The election of directors proposal requires a plurality of the affirmative votes of the shares of Liberty Media common stock outstanding on the record date, that are voted in person or by proxy, voting together as a single class. The auditor ratification proposal requires the approval of a majority of the aggregate voting power of the shares of Liberty Media common stock, outstanding on the record date, that are present in person or by proxy, voting together as a single class.


Votes You Have

        At the annual meeting:

14


Table of Contents

in each case, for each share that Liberty Media's records show they owned as of the record date.


Shares Outstanding

        As of April 27, 2009, the record date for the annual meeting, an aggregate of 89,874,371 shares of LCAPA, 6,024,724 shares of LCAPB, 566,728,452 shares of LINTA, 29,398,683 shares of LINTB, 494,616,028 shares of LMDIA and 23,697,987 shares of LMDIB were issued and outstanding and entitled to vote at the annual meeting.


Number of Holders

        There were, as of the record date for the annual meeting, approximately 2,205 and 125 record holders of LCAPA and LCAPB, respectively, approximately 2,977 and 145 record holders of LINTA and LINTB, respectively and approximately 2,353 and 126 record holders of LMDIA and LMDIB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).


Voting Procedures for Record Holders

        Holders of record of Liberty Media common stock as of the record date for the annual meeting may vote in person at the annual meeting. Alternatively, they may give a proxy by completing, signing, dating and returning a proxy card (if a paper proxy card has been requested by a holder), or by voting by telephone or through the Internet. Instructions for voting by using the telephone or the Internet are printed on the Notice and the proxy card. Unless subsequently revoked, shares of Liberty Media common stock represented by a proxy submitted as described herein and received at or before the annual meeting will be voted in accordance with the instructions on the proxy.

        YOUR VOTE IS IMPORTANT.    It is recommended that you vote by proxy even if you plan to attend the annual meeting. You may change your vote at the annual meeting.

        If a proxy is properly submitted by a record holder without indicating any voting instructions, the shares of Liberty Media common stock represented by the proxy will be voted "FOR" the approval of each of the proposals, as applicable.

        If you submit a proxy which indicates that you are abstaining from voting, it will have no effect on the election of directors proposal and the same effect as a vote "AGAINST" each of the redesignation proposal, reverse split proposal and auditors ratification proposal.

        If you fail to respond with a vote, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, but your failure to vote will have no effect on determining whether any of the proposals is approved (if a quorum is present) other than the redesignation proposal and the reverse split proposal. If you fail to respond with a vote, your shares will count as a vote "AGAINST" the redesignation proposal and the reverse split proposal.


Voting Procedures for Shares Held in Street Name

        General.    If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your shares of Liberty Media common stock or when granting or revoking a proxy.

15


Table of Contents

        Effect of Broker Non-Votes.    Broker non-votes are counted as shares of Liberty Media common stock present and entitled to vote for purposes of determining a quorum but will have no effect (if a quorum is present) on the the election of directors proposal and the auditors ratification proposal. They will, however, count as a vote "AGAINST" the redesignation proposal and the reverse split proposal. You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of common stock or when granting or revoking a proxy.


Revoking a Proxy

        Before the start of the annual meeting, you may change your vote by telephone or over the Internet (if you originally voted by telephone or over the Internet), by voting in person at the annual meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Media Corporation, c/o Computershare Trust Company, N.A., P.O. Box 43102, Providence, Rhode Island 02940. Any signed proxy revocation or new signed proxy must be received before the start of the annual meeting.

        Your attendance at the annual meeting will not, by itself, revoke your proxy.

        If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote.


Solicitation of Proxies

        The proxy for the annual meeting is being solicited on behalf of the Liberty Media board. In addition to this mailing, Liberty Media's employees may solicit proxies personally or by telephone. Liberty Media pays the cost of soliciting these proxies. Liberty Media also reimburses brokers and other nominees for their expenses in sending these materials to you and getting your voting instructions.


Other Matters to Be Voted on at the Annual Meeting

        The Liberty Media board is not currently aware of any business to be acted on at the annual meeting other than that which is described in this proxy statement. If, however, other matters are properly brought to a vote at the annual meeting, the persons you choose as proxies will have discretion to vote or to act on these matters according to their best judgment, unless you indicate otherwise on your proxy. In the event there is a proposal to adjourn or postpone the annual meeting, the persons you choose as proxies will have discretion to vote on such proposal.

16


Table of Contents


PROPOSALS OF THE LIBERTY MEDIA BOARD

        The following proposals will be presented at the annual meeting by the Liberty Media board of directors.


PART I: THE REDESIGNATION PROPOSAL

General

        The Liberty Media board has determined that, subject to the receipt of the requisite stockholder approval and certain other conditions, the designation of the "Entertainment Group" is to be changed to the "Starz Group" and the designation of "Liberty Entertainment common stock" is to be changed to "Liberty Starz common stock" and certain other conforming changes are to be made to the Liberty Media charter. The redesignation proposal is being submitted to Liberty Media stockholders in connection with the proposed, previously announced split-off of a majority of the assets and liabilities of the Entertainment Group. If the split-off is completed, Liberty Media would redeem a portion of the outstanding shares of Liberty Entertainment common stock for all of the outstanding shares of a newly formed, wholly owned subsidiary of Liberty Media, LEI, which would hold Liberty Media's 54% interest in DTVG, a 100% interest in Liberty Sports, a 65% interest in GSN and its wholly owned subsidiary FUN and cash and cash equivalents, together with $2 billion of indebtedness relating to Liberty Media's incremental acquisition of DTVG shares in April 2008. All of the businesses, assets and liabilities currently attributed to Liberty Media's Entertainment Group that are not held by LEI would remain with Liberty Media and continue to be attributed to the Entertainment Group. These assets consist primarily of a 100% interest in Starz Entertainment LLC and cash and cash equivalents. Accordingly, the Liberty Media board determined to seek the approval of the stockholders to change the name of this tracking stock group and the corresponding tracking stock. The implementation of the redesignation is subject to the completion of the split-off, which is conditioned on, among other things, the receipt of the split-off approval, regulatory approvals, a private letter ruling from the IRS and opinions of tax counsel. The split-off is not conditioned on the satisfaction of the conditions to the DTVG business combination described below.

        Prior to executing the Merger Agreement, the Liberty Media board determined to seek approval of the redesignation proposal in an effort to avoid confusion in the markets following the completion of the split-off. Because analysts and others in the financial community know the businesses of Liberty Media's Entertainment Group as the "Liberty Entertainment" stock, the Liberty Media board believed that naming the new public company "Liberty Entertainment, Inc." would create a smoother transition to independent trading following the split-off. The execution of the Merger Agreement has not changed the Liberty Media board's desire to pursue the redesignation because the anchor asset of the remaining portion of the former Entertainment Group (after giving effect to the split-off and the DTVG business combination) will be Starz Entertainment, which the Liberty Media board continues to believe should be included in the new name of the tracking stock group and the related tracking stock. Further, the split-off may occur prior to the completion of the DTVG business combination, in which case, the Liberty Media board continues to be concerned with the potential for market confusion and believes the redesignation will minimize uncertainty regarding the composition of the remaining assets attributed to the Entertainment Group following the split-off in the market place.

        Liberty Media also recently announced that it had entered into the Merger Agreement, pursuant to which, after Liberty Media completes its split-off, LEI and DTVG will combine under a new parent company named DIRECTV. If the DTVG business combination is completed, (i) each outstanding share of Series A LEI common stock will be exchanged for 1.11111 shares of Class A common stock of DIRECTV; (ii) each share of Series B LEI common stock (other than those held by the Malones) will be exchanged for 1.11111 shares of Class A common stock of DIRECTV; and (iii) in accordance with the Malone Agreement, each share of Series B LEI common stock held by the Malones will be

17


Table of Contents


exchanged for 1.11111 shares of Class B common stock of DIRECTV, in each case, subject to adjustment. Also, if the DTVG business combination is completed, each outstanding share of DTVG common stock will be exchanged for one share of Class A common stock of DIRECTV. Each share of DIRECTV Class A common stock will entitle the holder to one vote per share, and each share of DIRECTV Class B common stock will entitle the holder to 15 votes per share. The Malones have also entered into the Malone Agreement, pursuant to which, among other things, they have agreed to exercise not more than 24% of the aggregate voting power of DIRECTV. The completion of the DTVG business combination is subject to, among other things, the receipt of approvals of the holders of Liberty Entertainment common stock (other than the Malones, certain affiliated persons of the Malones and the directors and officers of Liberty Media) and the requisite approval of the holders of DTVG common stock (other than Liberty Media, the Malones and their respective affiliates and the directors and officers of Liberty Media) and the receipt of regulatory approvals, certain private letter rulings from the IRS and opinions of tax counsel. For more information regarding the Merger Agreement and certain related matters, see "Certain Relationships and Related Transactions—Relationships between DTVG and Liberty Media—DTVG Business Combination" below.


Redesignation; Effective Time

        Pursuant to the redesignation, Liberty Media would amend and restate its charter to change the name of (i) the "Entertainment Group" to the "Starz Group" and (ii) the "Liberty Entertainment common stock" to the "Liberty Starz common stock;" modify the definition of the renamed Starz Group to reflect the composition of that group after giving effect to the split-off; and update the definitions of the Capital Group and the Interactive Group to give effect to the change in the attribution of businesses to each of these groups since the effective date of the Liberty Media charter.

        Subject to the satisfaction of the conditions to the redesignation, the redesignation would be completed upon the filing of the Liberty Media restated charter with the Secretary of State of the State of Delaware. The redesignation would occur immediately following the closing of the split-off.


Effect of Redesignation

        As a result of the redesignation, the shares of Liberty Entertainment common stock not redeemed in the split-off would be redesignated as shares of Liberty Starz common stock. The redesignated Liberty Starz common stock would track the businesses, assets and liabilities of the redesignated Starz Group, which would hold all of the business, assets and liabilities currently attributed to Liberty Media's Entertainment Group that are not held by LEI immediately following the split-off. These assets consist primarily of a 100% interest in Starz Entertainment LLC and cash and cash equivalents.

        In connection with the completion of the split-off, Liberty Media will deliver or make available to all holders of certificated shares of Liberty Entertainment common stock, a letter of transmittal with which to surrender their certificates in exchange for new certificates representing the shares of LEI common stock to be issued to such holder in the split-off. Holders of certificated shares of Liberty Entertainment common stock who properly surrender their certificates with a duly completed letter of transmittal (and any other documentation required thereby) following the split-off will receive certificates of Liberty Starz common stock representing the portion of their Liberty Entertainment shares that were not redeemed in the split-off.

        Holders of Liberty Entertainment shares held in book-entry form will not need to take any action in connection with the redesignation. Their accounts will automatically be credited with shares of Liberty Starz common stock following the completion of the redemption and the redesignation, based on the portion of the former Liberty Entertainment shares not redeemed in the split-off.

18


Table of Contents


Condition to the Redesignation

        The completion of the redesignation is subject to the following conditions:

        The split-off is conditioned on, among other things, the receipt of the split-off approval, regulatory approvals, a private letter ruling from the IRS and opinions of tax counsel. The split-off is not conditioned on the completion of the DTVG business combination.


Board Discretion Not to Implement the Redesignation

        The Liberty Media board reserves the right to not implement the redesignation at any time prior to the filing of the Liberty Media restated charter with the Secretary of State for the State of Delaware. Although the Liberty Media board has no present plan or intention to not implement the redesignation if the conditions to its completion are satisfied, the Liberty Media board has determined to reserve this discretion in the event the occurrence of any unforeseeable event causes the redesignation to no longer fulfill the purpose of its implementation.


Stock Exchange Listings

        In connection with the split-off, LEI will apply to list its Series A common stock and Series B common stock on the Nasdaq Global Select Market under the same symbols as the Series A and Series B Liberty Entertainment common stock currently trade, "LMDIA" and "LMDIB", respectively. Liberty Media will concurrently apply to change the symbol of the Series A and Series B Liberty Entertainment common stock that will remain outstanding following the split-off to "LSTZA" and "LSTZB." If approved, the redesignated shares of LSTZA and LSTZB would trade on the Nasdaq Global Select Market. Liberty Media and LEI have been advised that, for a short period following the split-off, LEI's common stock may trade under temporary trading symbols, which will be announced by press release once available. If the split-off and the DTVG business combination occur on the same day, there will cease to be any trading under the symbols LMDIA and LMDIB following the closing of the DTVG business combination.


Vote and Recommendation

        The approval of a majority of the aggregate voting power of the shares of Liberty Media common stock, outstanding on the record date, voting together as a single class, is required to approve the redesignation approval.

        The Liberty Media board has unanimously approved the redesignation and unanimously recommends that you vote "FOR" the redesignation proposal.

19


Table of Contents


PART II: REVERSE SPLIT PROPOSAL

General

        Pursuant to the reverse split, Liberty Media's charter would be amended to reverse split each outstanding share of LCAPA at a ratio of one-for-three, each outstanding share of LCAPB at a ratio of one-for-three, each outstanding share of LINTA at a ratio of one-for-five, and each outstanding share of LINTB at a ratio of one-for-five. For the reasons described below, the Liberty Media board has determined to submit the reverse split proposal for the approval of the Liberty Media stockholders.


Background and Reasons for the Reverse Split

        In light of the unprecedented decline in the trading prices of stocks in the U.S. capital markets generally and in the trading prices of the Liberty Capital common stock and the Liberty Interactive common stock, in particular, the Liberty Media board determined to seek stockholder approval to effect the reverse split. The reverse split would reduce the number of outstanding shares of LCAPA, LCAPB, LINTA and LINTB which is expected to proportionally increase the respective share prices of these tracking stocks. The Liberty Media board believes that the anticipated increase in stock price may improve the marketability and liquidity of the Liberty Capital common stock and the Liberty Interactive common stock, thereby encouraging interest and trading in these tracking stocks. The Liberty Media board believes that some institutional investors and investment funds may have been reluctant to invest, and in some cases may be prohibited from investing, in lower-priced stocks and that brokerage firms may be reluctant to recommend lower-priced stocks to their clients. Further, the Liberty Media board believes brokerage commissions, as a percentage of the total transaction, tend to be higher for lower-priced stocks, which may dissuade certain investors from purchasing lower-priced stocks. Although no assurance can be given that the reverse split will cause the trading prices of these tracking stocks to initially increase proportionally, as expected, or to maintain the elevated pricing, the Liberty Media board believes the reverse split will benefit the holders of the Liberty Capital common stock and Liberty Interactive common stock.


Board Discretion Not to Implement the Reverse Split

        The Liberty Media board reserves the right to elect not to proceed with the reverse split at any time prior to the effective time if it determines, in its sole discretion, that the proposal is no longer in the best interests of Liberty Media or its stockholders. For example, if the stock prices of the Liberty Capital common stock and Liberty Interactive common stock were to experience a strong rebound prior to the effective time, the Liberty Media board may decide that the reasons for the reverse split described above are no longer applicable.


Conditions to the Reverse Split

        The completion of the reverse split is subject to the following conditions:

For additional information about the split-off and related transactions, see "Summary—Recent Developments" above.


Effective Time of the Reverse Split

        If the conditions to the reverse split are satisfied and the Liberty Media board determines to effect the reverse split, the reverse split will become effective at the time and on the date of the filing of the

20


Table of Contents


certificate of amendment to Liberty Media's charter. Once the Liberty Media board determines when to effect the reverse split, the effective time of the reverse split will be publicly announced within a reasonable period of time prior to such effective time.


Effect of the Reverse Split

        The reverse split would affect all of the holders of Liberty Capital common stock and Liberty Interactive common stock uniformly, except to the extent that the reverse split could result in any holder receiving cash in lieu of a fractional share. This could reduce the number of small post-reverse split stockholders of LCAPA, LCAPB, LINTA or LINTB following the reverse split. See "—Treatment of Fractional Shares" below.

        The other principal effects of the reverse split will be that:

In addition, the fraction of a liquidation unit attributable to each share of LCAPA, LCAPB, LINTA and LINTB will be increased proportionately (i.e., by a factor of three for shares of LCAPA and LCAPB and by a factor of five for shares of LINTA and LINTB).

        Liberty Media will deliver or make available to all holders of certificated shares of Liberty Capital common stock or Liberty Interactive common stock, from and after the effective time of the reverse split, a letter of transmittal with which to surrender their certificates in exchange for new certificates representing the shares of Liberty Capital common stock or Liberty Interactive common stock held by such surrendering holders following the reverse split.

        Accounts holding shares of Liberty Capital common stock or Liberty Interactive common stock in book-entry form will be debited as of the effective time of the reverse split, and promptly thereafter credited with the applicable series and number of shares of Liberty Capital common stock or Liberty Interactive common stock. Holders of Liberty Capital shares or Liberty Interactive shares held in book-entry form will not need to take any action to receive their reverse split shares.

        As of the effective time of the reverse split, each certificate representing pre-reverse split shares will be deemed for all corporate purposes to evidence ownership of post-reverse split shares. If you are entitled to a payment in lieu of any fractional share interest, payment will be made as described below under "—Treatment of Fractional Shares." You should not destroy any stock certificate(s) and should not submit any certificate(s) until requested to do so.


Treatment of Fractional Shares

        Any holder which would otherwise receive a fraction of a share of Liberty Capital common stock or Liberty Interactive common stock in the reverse split will instead receive cash in an amount equal to the product of the applicable fraction multiplied by the closing stock price of the applicable series of

21


Table of Contents


common stock as reported on the Nasdaq Global Select Market on the first trading day following the effective time of the reverse split.

        If you believe that you may not hold sufficient shares of LCAPA, LCAPB, LINTA or LINTB at the effective time of the reverse split to receive at least one share of the applicable series of tracking stock in the reverse split and you want to continue to hold at least one share of the applicable series of tracking stock following the reverse split, you may do so by either:

so that, in each case you hold a number of shares of LCAPA, LCAPB, LINTA or LINTB in a single account or by a single certificate prior to the effective time of the reverse split that would entitle you to receive at least one share of the applicable series of tracking stock on a post-reverse split basis. Shares of LCAPA, LCAPB, LINTA or LINTB held in registered form (that is, stock held by you in your own name in the stock register records maintained for Liberty Media by its transfer agent) and stock held in "street name" (that is, stock held by you through a bank, broker or other nominee) for the same investor will be considered held in separate accounts and will not be aggregated when effecting the reverse split.


Treatment of Outstanding Equity Awards

        Concurrently with the effective time of the reverse split, the per share exercise price or base price of all outstanding options and stock appreciation rights with respect to any series of Liberty Capital common stock or Liberty Interactive common stock will be increased proportionately, and the number of shares of the applicable series of Liberty Capital common stock or Liberty Interactive common stock subject to such options or stock appreciation rights will be reduced proportionately, in each case, based on the applicable reverse split ratios. These adjustments will result in approximately the same aggregate exercise price or base price being required of the holder upon exercise of the applicable award, although the aggregate number of shares subject to such awards will have been reduced proportionately. Restricted shares of Liberty Capital common stock or Liberty Interactive common stock will be treated in the same manner as unrestricted outstanding shares of the applicable series of common stock in the reverse split.


Accounting Consequences

        The par value per share of LCAPA, LCAPB, LINTA or LINTB will remain unchanged at $0.01 per share after the reverse split. As a result, at the effective time of the reverse split, the stated capital on Liberty Media's balance sheet attributable to LCAPA, LCAPB, LINTA or LINTB will be reduced proportionately based on the applicable reverse split ratios, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. After the reverse split, net income or loss per share, and other per share amounts will be increased because there will be fewer shares of LCAPA, LCAPB, LINTA or LINTB outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the reverse split would be recast to give retroactive effect to the reverse split.


No Appraisal Rights

        Under the General Corporation Law of the State of Delaware, holders of Liberty Capital common stock and Liberty Interactive common stock will not have appraisal rights in connection with the reverse split.

22


Table of Contents


No Assurance as to Trading Prices

        There can be no assurance that following the reverse split the stock price of any series of Liberty Interactive common stock or Liberty Capital common stock will increase in proportion to the reduction in the number of shares of such stock issued and outstanding before the proposed reverse split.    There can be no assurance that following the reverse split the market price of any of the shares of LCAPA, LCAPB, LINTA or LINTB will increase in proportion to the reduction in the number of shares of such series of common stock issued and outstanding before the reverse split. The total market capitalization of the Liberty Capital tracking stock and/or the Liberty Interactive tracking stock after the reverse split may be lower than either tracking stock group's total market capitalization before the reverse split for reasons unrelated to the reverse split.


Material U.S. Federal Income Tax Consequences of the Reverse Split

        The following discussion is a summary of the material U.S. federal income tax consequences to holders of Liberty Capital common stock and Liberty Interactive common stock of the reverse split. This discussion is based upon the Code, Treasury regulations promulgated thereunder (the Treasury Regulations), administrative pronouncements and judicial decisions as of the date of this proxy statement, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. In particular, Congress could enact legislation affecting the treatment of stock with characteristics similar to the Liberty Capital common stock and the Liberty Interactive common stock, or the Treasury Department could change the current law in future regulations, including regulations issued pursuant to its authority under Section 337(d) of the Code (granting the Treasury regulatory authority with respect to the proper tax treatment of corporate distributions of appreciated property to stockholders). Any future legislation, regulations, or other guidance could be enacted or promulgated so as to apply retroactively to the reverse split and the Liberty Capital common stock and Liberty Interactive common stock. Any such changes could affect the continuing validity of this discussion.

        This discussion addresses only those stockholders who hold their shares of Liberty Capital common stock and Liberty Interactive common stock as capital assets within the meaning of Section 1221 of the Code. This discussion is limited to the U.S. federal income tax consequences of the reverse split and does not purport to be a complete technical analysis or listing of all potential tax consequences that may be relevant to stockholders in light of their particular tax circumstances. Further, this discussion does not address holders of Liberty Media's stock who are subject to special treatment under U.S. federal income tax laws, such as:

23


Table of Contents

        This discussion also does not address the effect of any state, local or foreign tax laws that may apply or the application of the U.S. federal estate and gift tax or the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences of the reverse split to holders of options, warrants or other rights to acquire shares of Liberty Capital common stock or Liberty Interactive common stock.

        Stockholders should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situation, as well as the applicability of any U.S. federal estate and gift, state, local or foreign tax laws to which they may be subject.

Tax Implications of the Reverse Split

        Subject to the discussion below under "—No IRS Ruling Will be Requested with Respect to the Reverse Split," the reverse split will qualify as a "recapitalization" within the meaning of Section 368(a)(1)(E) of the Code. As a result:

        Special considerations apply to stockholders that have acquired different blocks of a series of Liberty Capital common stock or Liberty Interactive common stock at different times or at different prices, or otherwise have varying holding periods and bases with respect to different blocks of a series of Liberty Capital common stock or Liberty Interactive common stock. Such stockholders should consult their tax advisors regarding the allocation of their aggregate basis among and their holding period of post-reverse split shares of Liberty Capital common stock and Liberty Interactive common stock received in the reverse split.

24


Table of Contents

        If a stockholder receives cash instead of a fractional share of a series of Liberty Capital common stock or Liberty Interactive common stock in the reverse split, such holder will be treated as having received such fractional share in the reverse split and then as having sold such fractional share for the cash received. This sale will generally result in the recognition of gain or loss for U.S. federal income tax purposes, measured by the difference between the amount of cash received for such fractional share and such holder's tax basis in such fractional share (determined as described above), which gain or loss will be capital gain or loss.

        If a holder of Liberty Capital common stock or Liberty Interactive common stock owns at least 5% (by vote or value) of the total outstanding stock of Liberty Media immediately before the reverse split, such stockholder will be required to file with the stockholder's U.S. federal income tax return for the taxable year in which the reverse split occurs a statement setting forth certain information relating to the reverse split, including the date of the reverse split, the fair market value and basis of the stockholder's shares of Liberty Capital common stock and Liberty Interactive common stock immediately before the reverse split, and Liberty Media's employer identification number.

No IRS Ruling Will be Requested with Respect to the Reverse Split

        Although Liberty Media intends to obtain an opinion of its counsel with respect to the U.S. federal income tax consequences of the reverse split, Liberty Media has not sought any ruling from the IRS, and does not intend to seek any ruling, relating to the reverse split. The IRS has announced that it will not issue advance rulings on the characterization of instruments similar to the Liberty Capital common stock and the Liberty Interactive common stock that have certain voting and liquidation rights in an issuing corporation, but whose dividend rights are determined by reference to the earnings and profits of a segregated portion of the issuing corporation's assets.

        Opinions of counsel are not equivalent to rulings from the IRS and could be challenged by the IRS. In addition, there are no Code provisions, Treasury Regulations, court decisions or published rulings of the IRS bearing directly on the tax effects of the issuance and characterization of stock with characteristics similar to the Liberty Capital common stock and the Liberty Interactive common stock. Therefore, the tax treatment of the reverse split is subject to some uncertainty.

        In view of the absence of authorities directly on point or a private letter ruling from the IRS related to the reverse split, there is a risk that the IRS could successfully assert that the issuance of post-reverse split shares of Liberty Capital common stock or Liberty Interactive common stock in the reverse split is treated as a fully taxable transaction. In such a case, holders of Liberty Capital common stock and/or Liberty Interactive common stock could recognize income, gain or loss with respect to their shares of Liberty Capital common stock and Liberty Interactive common stock held immediately prior to the reverse split.

Backup Withholding

        Payments of cash in lieu of a fractional share of any series of Liberty Capital common stock or Liberty Interactive common stock that are made pursuant to the reverse split may, under certain circumstances, be subject to backup withholding, unless a holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not an additional tax and may be refunded or credited against the holder's U.S. federal income tax liability, provided that the holder furnishes the required information to the IRS.

25


Table of Contents


Vote and Recommendation

        The approval of a majority of the aggregate voting power of the shares of Liberty Media common stock, outstanding on the record date, voting together as a single class, is required to approve the reverse split proposal.

        The Liberty Media board has unanimously approved the reverse split and unanimously recommends that you vote "FOR" the reverse split proposal.

26


Table of Contents


PART III: ANNUAL BUSINESS MATTER PROPOSALS

THE ELECTION OF DIRECTORS PROPOSAL

Board of Directors

        Liberty Media board of directors currently consists of nine directors, divided among three classes. Liberty Media's Class II directors, whose term will expire at the annual meeting, are Donne F. Fisher, Gregory B. Maffei and M. LaVoy Robison. These directors are nominated for re-election to the Liberty Media board to continue to serve as Class II directors, and Liberty Media has been informed that each of Messrs. Fisher, Maffei and Robison are willing to continue to serve as directors of Liberty Media. The term of the Class II directors who are elected at the annual meeting will expire at the annual meeting of Liberty Media's stockholders in the year 2012. Liberty Media's Class I directors, whose term will expire at the annual meeting of its stockholders in the year 2011, are Evan D. Malone, David E. Rapley and Larry E. Romrell. Liberty Media's Class III directors, whose term will expire at the annual meeting of its stockholders in the year 2010, are Robert R. Bennett, Paul A. Gould and John C. Malone.

        If any nominee should decline re-election or should become unable to serve as a director of Liberty Media for any reason before re-election, votes will be cast for a substitute nominee, if any, designated by the board of directors, or, if none is so designated prior to the election, votes will be cast according to the judgment of the person or persons voting the proxy.

        The following lists the three nominees for re-election as directors and the six directors of Liberty Media whose term of office will continue after the annual meeting, including the age of each person, the positions with the company or principal occupation of each person, certain other directorships held and the year each person became a director of the company. The number of shares of Liberty Media common stock beneficially owned by each director, as of March 31, 2009, is set forth in this proxy statement under the caption "Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management."


Nominees for Election as Directors

        Donne F. Fisher:    Age: 70. A director of Liberty Media since May 2006. A director of Liberty Media's predecessor (Old Liberty) from October 2001 to May 2006. Mr. Fisher has served as President of Fisher Capital Partners, Ltd., a venture capital partnership, since December 1991. Mr. Fisher served as Executive Vice President of TCI from January 1994 to January 1996 and served as a consultant to TCI, including its successors AT&T Broadband LLC and Comcast Corporation, from 1996 to December 2005.

        Gregory B. Maffei:    Age: 48. Chief Executive Officer, President and a director of Liberty Media since March 2006. Chief Executive Officer and President of Old Liberty since February 2006 and a director of Old Liberty from November 2005 to May 2006. CEO-Elect of Old Liberty from November 2005 through February 2006. Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation from June 2005 until November 2005. Mr. Maffei served as Chairman and Chief Executive Officer of 360networks Corporation from January 2000 until June 2005. Previously, Mr. Maffei was Chief Financial Officer of Microsoft Corporation and Chairman of the Board of Expedia, Inc. Mr. Maffei serves as a director of Electronic Arts, Inc., DTVG and Sirius XM Radio, Inc. (Sirius).

        M. LaVoy Robison:    Age: 73. A director of Liberty Media since May 2006. A director of Old Liberty from June 2003 to May 2006. Mr. Robison has been executive director and a board member of The Anschutz Foundation (a private foundation) since January 1998. Mr. Robison is a director and member of the audit committee of Discovery Communications, Inc. (Discovery).

27


Table of Contents


Directors Whose Term Expires in 2010

        Robert R. Bennett:    Age: 51. A director of Liberty Media since May 2006. A director of Old Liberty from September 1994 to May 2006. Chief Executive Officer of Old Liberty from April 1997 to August 2005. President of Old Liberty from April 1997 to February 2006. Previously, Mr. Bennett held various executive positions with Old Liberty since its inception in 1994. Mr. Bennett is a director of Discovery and Sprint Nextel Corporation.

        Paul A. Gould:    Age: 63. A director of Liberty Media since May 2006. A director of Old Liberty from March 1999 to May 2006. Mr. Gould has been a Managing Director of Allen & Company LLC, an investment banking services company, for more than the last five years. Mr. Gould is a director of Ampco-Pittsburgh Corporation, LGI and Discovery.

        John C. Malone:    Age: 68. Chairman of the Board and a director of Liberty Media company since March 2006. Chairman of the Board and a director of Old Liberty from 1994 to May 2006. Chief Executive Officer of Old Liberty from August 2005 to February 2006. Mr. Malone served as Chairman of the Board of TCI from November 1996 to March 1999; and Chief Executive Officer of TCI from January 1994 to March 1997. Mr. Malone is Chairman of the Board of LGI, Chairman of the Board of DTVG and a director of Discovery, IAC, Expedia, Inc. and Sirius.


Directors Whose Term Expires in 2011

        David E. Rapley:    Age: 67. A director of Liberty Media since May 2006. A director of Old Liberty from July 2002 to May 2006, having previously served as a director of Old Liberty during 1994. Mr. Rapley has served as President of Rapley Consulting, Inc. since 2002. Mr. Rapley served as Executive Vice President of Engineering of VECO Corp. Alaska from January 1998 to December 2001. Mr. Rapley is a director of LGI.

        Larry E. Romrell:    Age: 69. A director of Liberty Media since May 2006. A director of Old Liberty from March 1999 to May 2006. Mr. Romrell served as an Executive Vice President of TCI from January 1994 to March 1999. Mr. Romrell is a director of LGI.

        Evan D. Malone:    Age: 38. A director of Liberty Media since August 2008. Dr. Malone has been an engineering consultant for more than the past five years. Since January 2008, Dr. Malone has served as the owner and manager of a real estate property and management company, 1525 South Street LLC. During 2008, Dr. Malone also served as a post-doctoral research assistant at Cornell University and an engineering consultant with Rich Food Products, a food processing company. Dr. Malone has served as co-owner and director of Drive Passion PC Services, CC, an Internet café, telecommunications and document services company, in South Africa since 2007 and served as an applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S, Department of Energy, from 1999 until 2001.


Vote and Recommendation

        A plurality of the affirmative votes of the shares of Liberty Media common stock outstanding on the record date, that are voted in person or by proxy, voting together as a single class, is required to re-elect Messrs Fisher, Maffei and Robison as Class II members of the Liberty Media board.

        The Liberty Media board unanimously recommends a vote "FOR" the election of each nominee to its board of directors.

28


Table of Contents


THE AUDITORS RATIFICATION PROPOSAL

        Liberty Media is asking its stockholders to ratify the selection of KPMG LLP as its independent auditors for the fiscal year ending December 31, 2009.

        Even if the selection of KPMG LLP is ratified, the audit committee of the Liberty Media board in its discretion may direct the appointment of a different independent accounting firm at any time during the year if Liberty Media's audit committee determines that such a change would be in the best interests of Liberty Media and its stockholders. In the event Liberty Media's stockholders fail to ratify the selection of KPMG LLP, Liberty Media's audit committee will consider it as a direction to select other auditors for the year ending December 31, 2009.

        A representative of KPMG LLP is expected to be present at the annual meeting, will have the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.


Audit Fees and All Other Fees

        The following table presents fees for professional audit services rendered by KPMG LLP for the audit of Liberty Media's consolidated financial statements for 2008 and 2007, and fees billed for other services rendered by KPMG LLP:

 
  2008   2007  

Audit fees

  $ 5,466,000     6,016,000  

Audit related fees(1)

    370,000     236,000  
           
 

Audit and audit related fees

    5,836,000     6,252,000  

Tax fees(2)

    1,056,000     1,914,000  
           
 

Total fees

  $ 6,892,000     8,166,000  
           

        Liberty Media's audit committee has considered whether the provision of services by KPMG LLP to Liberty Media other than auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other services is compatible with KPMG LLP maintaining its independence.


Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

        On May 5, 2006, Liberty Media's audit committee adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by its independent auditor. This policy was amended and restated by the audit committee on May 5, 2009. Pursuant to this policy, Liberty Media's audit committee has approved the engagement of its independent auditor to provide the following services (all of which are collectively referred to as pre-approved services):

29


Table of Contents

        Notwithstanding the foregoing general pre-approval, any individual project (major project) involving the provision of pre-approved services that is expected to result in fees in excess of $100,000 requires the specific pre-approval of Liberty Media's audit committee. In addition, when fees for any pre-approved services charged by any independent auditor reach $500,000 (not including fees associated with any approved major project), Liberty Media's audit committee shall review a summary of such fees prepared by the Senior Vice President and Controller and, thereafter, may reset such $500,000 limitation. Any engagement of Liberty Media's independent auditors for services other than the pre-approved services requires the specific approval of Liberty Media's audit committee. Liberty Media's audit committee has delegated the authority for the foregoing approvals to the chairman of the audit committee, subject to his subsequent disclosure to the entire audit committee of the granting of any such approval. Donne F. Fisher currently serves as the chairman of Liberty Media's audit committee.

        Liberty Media's pre-approval policy prohibits the engagement of its independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.

        All services provided by Liberty Media's independent auditor during 2008 were approved in accordance with the terms of the policy.


Vote and Recommendation

        The approval of a majority of the aggregate voting power of the shares of Liberty Media common stock, outstanding on the record date, that are present in person or by proxy, voting together as a single class, is required to approve the auditors ratification proposal.

        The Liberty Media board unanimously recommends a vote "FOR" the auditors ratification proposal.

30


Table of Contents


CONCERNING MANAGEMENT OF LIBERTY MEDIA

Executive Officers

        The following lists the executive officers of Liberty Media (other than Gregory B. Maffei, Liberty Media's President and Chief Executive Officer, and John C. Malone, Liberty Media's Chairman of the Board, who also serve as directors of Liberty Media and who are listed under "Proposals of the Liberty Media Board—Part III: Annual Business Matter Proposals—The Election of Directors Proposal"), their ages and a description of their business experience, including positions held with Liberty Media.

Name
  Positions
Charles Y. Tanabe
Age: 57
  Executive Vice President of Liberty Media since January 2007, a Senior Vice President of Liberty Media from March 2006 to December 2006, the General Counsel of Liberty Media since March 2006 and the Secretary of Liberty Media from March 2006 to December 2007. Executive Vice President of Old Liberty since January 2007, a Senior Vice President of Old Liberty from January 1999 to December 2006, the Secretary of Old Liberty from April 2001 to March 2008 and the General Counsel of Old Liberty since January 1999.

David J.A. Flowers
Age: 54

 

A Senior Vice President and the Treasurer of Liberty Media since March 2006. A Senior Vice President of Old Liberty since October 2000 and Treasurer of Old Liberty since April 1997. Mr. Flowers served as a Vice President of Old Liberty from June 1995 to October 2000. Mr. Flowers is a director of the Interval Leisure Group, Inc. and Sirius.

Albert E. Rosenthaler
Age: 49

 

A Senior Vice President of Liberty Media since March 2006. A Senior Vice President of Old Liberty since April 2002.

Christopher W. Shean
Age: 43

 

A Senior Vice President and the Controller of Liberty Media since March 2006. A Senior Vice President of Old Liberty since January 2002 and Controller of Old Liberty since October 2000. Mr. Shean served as a Vice President of Old Liberty from October 2000 to January 2002.

        Liberty Media's executive officers will serve in such capacities until the next annual meeting of the Liberty Media board, or until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of Liberty Media's executive officers or directors, by blood, marriage or adoption, other than Dr. Evan D. Malone who is the son of John C. Malone.

        During the past five years, none of the above persons has had any involvement in such legal proceedings as would be material to an evaluation of his ability or integrity.


Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires Liberty Media's executive officers and directors, and persons who own more than ten percent of a registered class of Liberty Media's equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten-percent stockholders are required by SEC regulation to furnish Liberty Media with copies of all Section 16 forms they file.

        Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms furnished to Liberty Media during its most recent fiscal year, or written representations that no Forms 5 were required, Liberty Media believes that, during the year ended December 31, 2008, all

31


Table of Contents


Section 16(a) filing requirements applicable to Liberty Media's officers, directors and greater than ten-percent beneficial owners were met.


Code of Ethics

        Liberty Media has adopted a code of ethics that applies to all of its employees, directors and officers, which constitutes Liberty Media's "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act. Liberty Media's code of ethics is available on its website at www.libertymedia.com.


Director Independence

        It is Liberty Media's policy that a majority of the members of its board of directors be independent of its management. For a director to be deemed independent, the Liberty Media board must affirmatively determine that the director has no direct or indirect material relationship with Liberty Media. To assist the Liberty Media board in determining which of its directors qualify as independent for purposes of Nasdaq rules as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of the Liberty Media board follows the Corporate Governance Rules of The Nasdaq Stock Market on the criteria for director independence.

        The Liberty Media board has determined that each of Donne F. Fisher, Paul A. Gould, David E. Rapley, M. LaVoy Robison and Larry E. Romrell qualifies as an independent director of the company. In the process of making this determination, the Liberty Media board considered the engagement during 2008 by Provide Commerce, a wholly owned subsidiary of Liberty Media, of an advertising placement company owned and operated by Mr. Gould's son and daughter with respect to an arms'-length commercial relationship in the ordinary course of their respective businesses. This company was recommended to Provide Commerce by an unrelated third party.


Committees of the Board of Directors

Executive Committee

        The Liberty Media board has established an executive committee, whose chairman is John C. Malone and whose other members are Paul A. Gould and Gregory B. Maffei. Except as specifically prohibited by the General Corporation Law of the State of Delaware, the executive committee may exercise all the powers and authority of the Liberty Media board in the management of Liberty Media's business and affairs, including the power and authority to authorize the issuance of shares of Liberty Media capital stock.

Compensation Committee

        The Liberty Media board has established a compensation committee, whose chairman is Paul A. Gould and whose other members are Donne F. Fisher, David E. Rapley, M. LaVoy Robison and Larry E. Romrell. See "—Director Independence" above.

        The compensation committee reviews and approves corporate goals and objectives relevant to the compensation of Liberty Media's chief executive officer and its other executive officers. The compensation committee also reviews and approves the compensation of all officers of Liberty Media at the level of senior vice president or above, including Liberty Media's chief executive officer. For a description of Liberty Media's processes and policies for consideration and determination of executive and director compensation, including the role of Liberty Media's Chief Executive Officer and outside consultants in determining or recommending amounts and/or forms of compensation, see "Executive Compensation—Compensation Discussion and Analysis."

        The Liberty Media board has adopted a written charter for the compensation committee, which is available on its website at www.libertymedia.com.

32


Table of Contents

Compensation Committee Report

        The compensation committee has reviewed and discussed with Liberty Media's management the "Compensation Discussion and Analysis" included under "Executive Compensation" below. Based on such review and discussions, the compensation committee recommended to the Liberty Media board that the "Compensation Discussion and Analysis" be included in this proxy statement.

Submitted by the Members of the Compensation Committee of Liberty Media

Paul A. Gould
Donne F. Fisher
David E. Rapley
M. LaVoy Robison
Larry E. Romrell

Compensation Committee Interlocks and Insider Participation

        No member of Liberty Media's compensation committee is or has been an officer or employee of Liberty Media, or has engaged in any related party transaction in which Liberty Media was a participant.

Incentive Plan Committee

        The Liberty Media board has also established an incentive plan committee, which is a subcommittee of Liberty Media's compensation committee. The members of the incentive plan committee are Donne F. Fisher and Paul A. Gould. The compensation committee has delegated to the incentive plan committee the authority to administer Liberty Media's employee incentive plans.

Nominating and Corporate Governance Committee

        The Liberty Media board has established a nominating and corporate governance committee, whose members are Donne F. Fisher, Paul A. Gould, David E. Rapley, M. LaVoy Robison and Larry E. Romrell. See "—Director Independence" above.

        The nominating and corporate governance committee identifies individuals qualified to become board members consistent with criteria established or approved by the Liberty Media board from time to time, identifies director nominees for upcoming annual meetings, develops corporate governance guidelines applicable to Liberty Media and oversees its board and management.

        The nominating and corporate governance committee will consider candidates for director recommended by any stockholder provided that such nominations are properly submitted. Eligible stockholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Nominating and Corporate Governance Committee, Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. Stockholder recommendations must be made in accordance with Liberty Media's bylaws, as discussed under "Stockholder Proposals" below, and contain the following information:

33


Table of Contents

        In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing stockholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.

        To be nominated to serve as a director, a nominee need not meet any specific minimum criteria. However, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity, values and judgment and should be committed to the long-term interests of Liberty Media's stockholders. When evaluating a potential director nominee, including one recommended by a stockholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:

        When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, stockholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the Liberty Media board of directors, it may recommend to the full board that candidate's nomination and election.

        Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and corporate governance committee will consider the director's past attendance at, and participation in, meetings of the board of directors and its committees and the director's formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.

34


Table of Contents

        The members of Liberty Media's nominating and corporate governance committee have determined that Messrs. Fisher, Maffei and Robison, who are nominated for re-election at the annual meeting, continue to be qualified to serve as directors of Liberty Media and such nomination was approved by the entire board of directors.

        The Liberty Media board has adopted a written charter for the nominating and corporate governance committee. The Liberty Media board has also adopted corporate governance guidelines, which were developed by the nominating and corporate governance committee. The charter and the corporate governance guidelines are available on Liberty Media's website at www.libertymedia.com.

Audit Committee

        The Liberty Media board has established an audit committee, whose chairman is Donne F. Fisher and whose other members are Paul A. Gould, David E. Rapley and M. LaVoy Robison. See "—Director Independence" above.

        The Liberty Media board has determined that Mr. Robison is an "audit committee financial expert" under applicable SEC rules and regulations. The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of Liberty Media. The committee's functions include, among other things:

        The Liberty Media board has adopted a written charter for the audit committee, which is available on its website at www.libertymedia.com.

Audit Committee Report

        Each member of the audit committee is an independent director as determined by the Liberty Media board, based on the listing standards of The Nasdaq Stock Market. Each member of the audit committee also satisfies the SEC's independence requirements for members of audit committees. M. LaVoy Robison is the company's "audit committee financial expert" under applicable SEC rules and regulations.

        The audit committee reviews Liberty Media's financial reporting process on behalf of its board of directors. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Liberty Media's independent auditor, KPMG LLP, is responsible for expressing opinions on the conformity of Liberty Media's audited consolidated financial statements with U.S. generally accepted accounting principles.

35


Table of Contents


Liberty Media's independent auditor also expresses its opinion as to the effectiveness of Liberty Media's internal control over financial reporting.

        Liberty Media's audit committee has reviewed and discussed with management and KPMG Liberty Media's most recent audited consolidated financial statements, as well as management's assessment of the effectiveness of Liberty Media's internal control over financial reporting and KPMG's evaluation of the effectiveness of Liberty Media's internal control over financial reporting. Liberty Media's audit committee has also discussed with KPMG the matters required to be discussed by the Statement on Auditing Standards No. 61, Communications With Audit Committees, plus the additional matters required to be discussed by the Statement on Auditing Standards No. 114, The Auditor's Communication with Those Charged with Governance, as modified or supplemented, including that firm's judgment about the quality of Liberty Media's accounting principles, as applied in its financial reporting.

        KPMG has provided Liberty Media's audit committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG's communications with the audit committee concerning independence, and the audit committee has discussed with KPMG that firm's independence from Liberty Media and its subsidiaries.

        Based on the reviews, discussions and other considerations referred to above, Liberty Media's audit committee recommended to its board of directors that the audited financial statements be included in Liberty Media's Annual Report on Form 10-K for the year ended December 31, 2008, which was filed on February 27, 2009 with the SEC as amended by Amendment No. 1 to the Form 10-K filed on April 29, 2009.

Submitted by the Members of the Audit Committee of Liberty Media

Donne F. Fisher
Paul A. Gould
David E. Rapley
M. LaVoy Robison

Section 16 Exemption Committee

        The Liberty Media board has established a Section 16 exemption committee, whose members are Paul A. Gould and Donne F. Fisher. The Section 16 exemption committee has the authority to approve transactions in Liberty Media's equity securities between Liberty Media and its directors or certain of its officers for the purpose of providing an exemption for those transactions under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Other

        The Liberty Media board, by resolution, may from time to time establish certain other committees of its board of directors, consisting of one or more of its directors. Any committee so established will have the powers delegated to it by resolution of the Liberty Media board, subject to applicable law.


Board Meetings

        During 2008, there were 11 meetings of Liberty Media's full board of directors, 5 meetings of Liberty Media's executive committee, 8 meetings of Liberty Media's compensation committee, 9 meetings of Liberty Media's incentive plan committee, 2 meetings of Liberty Media's nominating and corporate governance committee, 5 meetings of Liberty Media's audit committee and 4 meetings of Liberty Media's Section 16 exemption committee.

36


Table of Contents


Director Attendance at Annual Meetings

        The Liberty Media board encourages all members of the board to attend each annual meeting of its stockholders. All of the Liberty Media board members, other than Messrs. Bennett and Gould, attended Liberty Media's 2008 annual meeting of stockholders.


Stockholder Communication with Directors

        Liberty Media's stockholders may send communications to its board of directors or to individual directors by mail addressed to the Board of Directors or to an individual director c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All such communications from stockholders will be forwarded to Liberty Media's directors on a timely basis.


Executive Sessions

        In 2008, the independent directors of Liberty Media met at four executive sessions without management participation. Any interested party who has a concern regarding any matter which it wishes to have addressed by Liberty Media's independent directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent Directors of Liberty Media Corporation, c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. The current independent directors of Liberty Media are Donne F. Fisher, Paul A. Gould, David E. Rapley, M. LaVoy Robison and Larry E. Romrell.

37


Table of Contents


EXECUTIVE COMPENSATION

        Throughout this section (and except where otherwise expressly noted), we do not distinguish between Liberty Media and its predecessor, Old Liberty. Similarly, we do not distinguish between actions taken by Liberty Media's compensation or incentive plan committees and those taken by Old Liberty's compensation and incentive plan committees.

        This section sets forth information relating to, and an analysis and discussion of, compensation paid by Liberty Media to:

We collectively refer to these persons as Liberty Media's named executive officers.


Compensation Discussion and Analysis

Compensation Overview; Philosophy

        The compensation committee of the Liberty Media board has responsibility for establishing, implementing and regularly monitoring adherence to Liberty Media's compensation philosophy. That philosophy seeks to align the interests of the named executive officers with those of Liberty Media's stockholders, with the ultimate goal of appropriately motivating and rewarding Liberty Media's executives in an effort to increase stockholder value. To that end, the compensation packages provided to the named executive officers include both cash and stock-based incentive compensation, with an emphasis placed on company performance and stock-based compensation outweighing cash.

        The compensation committee of Liberty Media seeks to formulate a compensation package for each named executive officer that is commensurate with the responsibilities and proven performance of that executive, and that is competitive relative to the compensation packages paid to similarly situated executives at companies within Liberty Media's reference group (as listed below). The compensation committee also believes that compensation packages should assist Liberty Media in attracting key executives critical to its long-term success. In determining the 2008 compensation packages for the named executive officers, the compensation committee tasked company representatives with updating the executive compensation data for the companies in Liberty Media's reference group. The compensation committee chose to focus on the same reference group of companies for 2008 as it had focused on for 2007. Based on this information, as well as the general industry knowledge of the members of the compensation committee and the input of Liberty Media's chief executive officer (with respect to the compensation packages for Messrs. Tanabe, Flowers, Rosenthaler and Shean), the compensation committee determined to provide each named executive officer (other than Mr. Malone) with a compensation package comprised primarily of a base salary, a performance-based bonus and equity incentive awards, weighted heavily toward the latter two, longer-term compensation elements.

        From July 2005 until September 2008, the named executive officers (other than Mr. Maffei) were also executive officers of Discovery Holding Company (DHC), a company whose shares Liberty Media distributed to its stockholders in July 2005. In connection with the distribution, DHC and Liberty Media entered into a services agreement pursuant to which DHC paid Liberty Media for an allocated portion of the salary and benefits of the shared executive officers based on an estimate of the percentage of their time that they were expected to spend on DHC matters during the applicable year. During 2008, the allocation of time spent on DHC matters was as follows: Mr. Malone: 15%;

38


Table of Contents


Mr. Tanabe: 20%; Mr. Flowers: 5%; Mr. Rosenthaler: 10%; and Mr. Shean: 20%. In September 2008, DHC completed a restructuring with Advance/Newhouse Programming Partnership pursuant to which, among other things, DHC and Advance/Newhouse combined their interests in Discovery Communications LLC under a new public, parent company, Discovery Communications, Inc. In recognition of the extraordinary efforts put forth by Messrs. Tanabe, Rosenthaler and Shean in negotiating and completing this restructuring, the compensation committee of DHC determined to grant each of these individuals cash bonuses in the amount of $80,000. At DHC's request, Liberty Media paid these bonuses on behalf of DHC and received full reimbursement from DHC, in each case, under the services agreement. Upon the closing of the restructuring, Liberty Media's executive officers ceased providing services to DHC, and the services agreement was assigned by DHC to Ascent Media Corporation, a wholly owned subsidiary of DHC which was spun-off as an independent public company in connection with the restructuring. None of the named executive officers provided services to Ascent Media during 2008 under the services agreement, as so assigned.

Role of Chief Executive Officer in Compensation Decisions

        Although the compensation package of each named executive officer is within the discretion of and determined by the compensation committee, recommendations are obtained from Liberty Media's chief executive officer as to all elements of each named executive officer's compensation package (other than that of Messrs. Malone and Maffei). The chief executive officer's recommendations are based on his evaluation of the performance and contributions of the other named executive officers, given their respective areas of responsibility. When making recommendations, the chief executive officer considers various qualitative factors such as:

Setting Executive Compensation

        In making its compensation decision for each named executive officer, the compensation committee considers the following:

39


Table of Contents

        Liberty Media's reference group of companies consists of publicly-traded media, telecommunications and entertainment companies. This reference group includes companies that Liberty Media may compete with for executive talent and stockholder investment. This reference group also includes companies in the above industries that are headquartered in Colorado and companies in those industries that are similar to Liberty Media in size and complexity of operations. Companies included in Liberty Media's reference group are:

Cablevision Systems Corporation   Liberty Global, Inc.

CBS Corporation

 

News Corporation

Charter Communications, Inc.

 

Qwest Communications International Inc.

Comcast Corporation

 

Time Warner Inc.

The DIRECTV Group, Inc.

 

Time Warner Cable, Inc.

EchoStar Communications Corporation

 

Viacom Inc.

IAC/InterActiveCorp

 

The Walt Disney Company

        Although the compensation committee considers the compensation packages awarded by these companies, the compensation committee makes adjustments to these packages based on qualitative factors, such as:

        In addition, the compensation committee noted that comparisons based on the roles performed by the named executive officers of companies in Liberty Media's reference group and roles performed by the named executive officers may be difficult to draw. That difficulty is attributable, at least in part, to the fact that none of the named executive officers has the title of chief operating officer or chief financial officer, two positions commonly held by named executive officers of other companies. That difficulty is further pronounced when considering those in Liberty Media's reference group whose management has direct responsibility for operating businesses, because their named executive officers have responsibilities different from those of the named executive officers.

Elements of 2008 Executive Compensation

        For 2008 the principal components of compensation for the named executive officers were:

        Base Salary.    The compensation committee reviews the base salaries of the named executive officers (other than Mr. Malone) on an annual basis, as well as at the time of any change in

40


Table of Contents


responsibilities. Historically, after establishing a named executive officer's base salary, the compensation committee has limited increases to cost-of-living adjustments and adjustments based on an evaluation of a named executive officer's job performance, any changes in the scope of the named executive officer's responsibilities, and the named executive officer's salary level compared to other named executive officers. For 2008, the compensation committee determined to increase the base salaries of the named executive officers (other than Messrs. Malone and Maffei) by 3% or 4% reflecting only a cost-of-living adjustment. The compensation committee believes base salary should be a relatively smaller portion of each named executive officer's overall compensation package, thereby aligning the interests of Liberty Media's executives more closely with those of its stockholders.

        Terms.    In the first quarter of 2008, the compensation committee determined to adopt an annual, performance-based bonus program for each of the named executive officers (other than Mr. Malone), which was similar to the program adopted for 2007. This bonus program, which is structured to comply with Section 162(m) of the Code, bases each participant's bonus on the achievement of a combination of corporate and personal performance measures. Pursuant to the 2008 bonus program, the aggregate OIBDA (OIBDA) for fiscal year 2008 of Liberty Media's six subsidiaries (QVC, Inc., Provide Commerce, Inc., Backcountry, Inc., BuySeasons, Inc., Bodybuilding.com, LLC and Starz Entertainment, LLC) and Liberty Media's allocable portion of DTVG's 2008 OIBDA must exceed the minimum level of $2.5 billion (the 2008 OIBDA Threshold) before any participant would be entitled to receive any bonus. The compensation committee retained the right to adjust actual 2008 OIBDA for each component under certain circumstances, such as to take into account the effects of an acquisition or disposition. If the prescribed 2008 OIBDA Threshold were exceeded, 1.75% of the excess would be used to establish the available pool from which performance bonuses would be payable under this program. The compensation committee defined OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock and other equity-based compensation).

        Each participant was then assigned a maximum bonus amount, expressed as a multiple of his 2008 base salary: 800%, 200% and 150% for Liberty Media's chief executive officer, executive vice president and each of its senior vice presidents, respectively. If the bonus pool was insufficient to cover the aggregate maximum bonus amounts of all participants, each participant's maximum bonus amount would be reduced pro rata, for all purposes under the program, based upon his respective maximum bonus amount. Assuming the bonus pool was sufficient to cover the aggregate maximum bonus amounts:

 
  Target 2008 OIBDA Growth  
Primary
Pay-Out
Levels
  Interactive
Group
  DTVG   Starz  
  200 %   9.7 %   27.0 %   14.0 %
  100 %   5.0 %   17.0 %   9.0 %
  0 %   0.3 %   7.0 %   4.0 %

41


Table of Contents

Individual
Performance
Rating (IPR)
  Portion of Maximum
Bonus Payable (IPC)
 
10     Full 70 %
9     61.25 %
8     52.5 %
7     43.75  
6     35 %
5     26.25 %
4     17.5 %
3 and below     0 %
Individual
  Annual Performance Goals
Gregory B. Maffei     Oversee relationship with DTVG; evaluate strategic opportunities

 

 


 

Complete new tracker issuance and conduct ongoing analysis of tracker performance

 

 


 

Develop business plans, personnel and reporting strategy for operating businesses

Charles Y. Tanabe

 


 

Evaluate and develop core competencies of inhouse legal staff

 

 


 

Continue formalizing relationships with inhouse legal staff of operating businesses

 

 


 

Continue implementing Liberty Media's government affairs program

David J.A. Flowers

 


 

Manage funding requirements (including 2009 debt maturities) and ensure cash positions are protected

 

 


 

Develop financial plans for select operating companies

 

 


 

Manage and restructure financial instruments, minimizing exposure to market conditions

Albert E. Rosenthaler

 


 

Manage and complete IRS audits, examinations and mediations

42


Table of Contents

Individual
  Annual Performance Goals
      Evaluate market opportunities and provide transaction support to maximize tax benefits

 

 


 

Monitor industry tax issues and manage training of department personnel

Christopher W. Shean

 


 

Maintain timely and accurate SEC reporting

 

 


 

Evaluate financial processes and personnel at operating companies

 

 


 

Assist in transaction and structural initiatives

        Fifty percent of each participant's actual bonus amount would be payable in the form of a cash award, with the remaining 50% payable in the form of restricted stock awards. The dollar amount of the restricted stock award for 2008 was divided among Liberty Media's three Series A tracking stocks, as follows: (i) 45% in LMDIA restricted stock, (ii) 35% in LINTA restricted stock and (iii) 20% in LCAPA restricted stock, with the number of shares of each series awarded to be determined based on the closing market price of the shares of that series on the date of the award. The restricted shares would vest quarterly over three years.

        Awards.    Following a review of applicable financial results and preliminary forecasts, the compensation committee determined the following:

 
  (Est.) 2008
OIBDA
Growth Rate
  Pay-Out
Level
  Corporate Performance
Component
(of possible 30%)
 

Interactive Group

    (1.2 )%   0 %   0.0 %

Starz Entertainment

    17.7 %   200 %   6.0 %

DTVG

    22.0 %   140 %   6.3 %
                   
 

Total

                12.3 %

        The compensation committee then reviewed the individual performance of each participant to determine his rating and corresponding Individual Performance Component. The compensation committee took into account a variety of factors, without assigning a numerical value to any single performance measure. This determination was based on reports of Liberty Media's board, the observations of the compensation committee throughout the year and, with respect to the participants other than Mr. Maffei, the observations and input of Mr. Maffei. The following table presents the Corporate Performance Component and Individual Performance Component assigned to each participant together with the aggregate dollar value of each named executive officer's 2008

43


Table of Contents


performance-based bonus (other than Mr. Malone, who does not participate in the program) and the forms of payment:

 
  Corporate
Performance
Component
(of possible 30%)
   
   
  Shares of Restricted Stock    
 
 
  IIPC (of
possible
70%)
  Total
Bonus
($)
  Cash
Award
($)
 
Name
  LCAPA   LINTA   LMDIA  

Gregory B. Maffei

    12.3 %   52.50 %   5,464,000     180,927     396,763     94,861     2,732,000  

Charles Y. Tanabe

    12.3 %   61.25 %   1,318,504     43,659     95,742     22,891     659,252  

David J.A. Flowers

    12.3 %   43.75 %   597,676     19,791     43,400     10,376     298,838  

Albert E. Rosenthaler

    12.3 %   61.25 %   734,176     24,310     53,311     12,746     367,088  

Christopher W. Shean

    12.3 %   52.50 %   665,926     22,050     48,356     11,561     332,963  

        For more information regarding these bonus awards, please see the "Grants of Plan-Based Awards" table below.

        Equity Incentive Compensation.    Consistent with Liberty Media's compensation philosophy, the compensation committee seeks to align the interests of the named executive officers with those of Liberty Media's stockholders by awarding stock-based incentive compensation. This ensures that Liberty Media's executives have a continuing stake in its long-term success. The compensation committee weighs stock-based compensation more heavily than cash compensation in determining each named executive officer's overall compensation mix (other than Mr. Malone, whose compensation is governed by his employment agreement). In addition, the compensation committtee has considered that the equity incentive portion of the named executive officers' compensation packages generally exceeds that of the executives in Liberty Media's peer group.

        The Liberty Media Corporation 2000 Incentive Plan (as amended and restated, the 2000 Incentive Plan) and the 2007 Incentive Plan provide for the grant of a variety of incentive awards, including stock options, restricted shares, stock appreciation rights and performance awards. Liberty Media's incentive plan committee (a subcommittee of the compensation committee) has historically granted stock options and awards of restricted stock in preference to other awards because of its belief that options and restricted shares better promote retention of key employees through the continuing, long-term nature of an equity investment. In this regard, awards under these plan generally vest over a three to five year period.

        Stock options are awarded with an exercise price equal to fair market value on the date of grant, measured by reference to the closing sale price on the grant date. Generally, grants are made by the incentive plan committee to Liberty Media's employees once a year. In 2008, annual option grants covering all three of Liberty Media's tracking stocks (LCAPA, LINTA and LMDIA) were made in December and were coupled with a restricted stock award in shares of LMDIA. The restricted stock award was made in recognition of the efforts of the management team in completing the News Exchange and their efforts in connection with the proposed split-off. The incentive plan committee may approve grants to employees of subsidiary companies on a more frequent basis based on the business practices and needs of the subsidiary.

        In addition to the annual grant, the named executive officers (other than Mr. Malone) received a grant of restricted stock in partial payment of their 2008 performance bonuses (as described above under "—2008 Performance Bonuses").

        For more information regarding these equity incentive grants, please see the "Grants of Plan-Based Awards" table below.

        Perquisites and Other Personal Benefits.    The perquisites and other personal benefits available to Liberty Media's executives (that are not otherwise available to all of Liberty Media's salaried

44


Table of Contents


employees, such as matching contributions to the Liberty 401(k) Savings Plan and the payment of life insurance premiums) consist of:

        Taxable income may be incurred by Liberty Media's executives in connection with their receipt of perquisites and personal benefits. Other than in connection with relocation expenses and as contemplated by Mr. Malone's employment agreement, Liberty Media has not provided gross-up payments to its executives in connection with any such taxable income incurred during the past three years.

        On occasion, and with the approval of Liberty Media's chairman or chief executive officer, executives may have family members and other guests accompany them on the Liberty Media corporate aircraft when traveling on business. Under the terms of the employment arrangements with Liberty Media's chairman and chief executive officer, those individuals and their guests may use the Liberty Media corporate aircraft for non-business purposes subject to specified limitations.

        During 2008, Mr. Maffei was entitled to 120 hours per year of personal flight time through the first to occur of (i) the termination of his employment with Liberty Media, (ii) Liberty Media's cessation of aircraft ownership or (iii) December 31, 2011. Mr. Maffei will continue to incur taxable income, calculated in accordance with SIFL, for all personal use of corporate aircraft.

        The aggregate incremental cost to Liberty Media of Mr. Malone's personal use of Liberty Media's aircraft counts toward his $1 million personal expense account (described above). Liberty Media values incremental cost using a method that takes into account:

Because the aircraft are used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase or lease costs of aircraft and costs of maintenance and upkeep.

        For purposes of determining an executive's taxable income, personal use of Liberty Media's aircraft is valued using a method based on the Standard Industry Fare Level (SIFL) rates, as published by the IRS. The amount determined using the SIFL rates is typically lower than the amount determined using the incremental cost method. Under the American Jobs Creation Act of 2004, the amount Liberty Media may deduct for a purely personal flight is limited to the amount included in the taxable income of the executives who took the flight. Also, the deductibility of any non-business use will be limited by

45


Table of Contents


Section 162(m) of the Code to the extent that the named executive officer's compensation exceeds $1 million. See "—Deductibility of Executive Compensation" below.

        Deferred Compensation.    To help accommodate the tax and estate planning objectives of the named executive officers, as well as other executives with the title of Senior Vice President and above, the Liberty Media board adopted the Liberty Media Corporation 2006 Deferred Compensation Plan (as amended). Under that plan, participants may elect to defer up to 50% of their base salary and the cash portion of their bonuses. Compensation deferred under the plan that otherwise would have been received in 2008 will earn interest income at the rate of 9% per annum, compounded quarterly, for the period of the deferral. For more information on this plan, see "Executive Compensation—Executive Compensation Arrangements—2006 Deferred Compensation Plan" and the "Nonqualified Deferred Compensation Plans" table below. In addition, in response to turmoil in the financial markets during the fourth quarter of 2008, the compensation committee amended the 2006 deferred compensation plan to permit the participants to make a one-time withdrawal, or a change to the timing of the payment, of their previous deferrals. Elections were required to be made prior to December 31, 2008, with all such withdrawals to be paid in January 2009. This amendment was adopted consistent with Section 409A of the Code and its related regulations.

        Liberty Media had also provided Mr. Malone with certain deferred compensation arrangements that were entered into by Liberty Media's predecessors and assumed by Liberty Media in connection with the various restructurings that Liberty Media has undergone. Beginning in February 2009, Mr. Malone began receiving accelerated payments under those deferred compensation arrangements. In December 2008, the compensation committee determined to amend Mr. Malone's deferred compensation arrangements, together with his installment severance arrangement (as described below), to accelerate his right to begin receiving these payments while continuing to be employed by Liberty Media and to provide for a fixed payment schedule. For more information on these amendments see "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" below.

Employment Arrangements with Certain Named Executive Officers

        The only named executive officer with whom Liberty Media has an employment agreement is Mr. Malone. Mr. Malone's employment agreement was first entered into in the 1980s, when he was the chief executive officer of Liberty Media's former parent TCI. Liberty Media assumed that agreement in connection with the merger of AT&T and TCI in 1999. For a more detailed description of the employment agreement of Mr. Malone, including recent amendments thereto, see "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" below.

        Although Mr. Maffei does not have an employment agreement with Liberty Media, various terms of his employment were established under an arrangement approved by the Liberty Media board when he joined Liberty Media as CEO-Elect in November 2005. For a more detailed description of this employment arrangement, see "Executive Compensation—Executive Compensation Arrangements—Maffei Employment Arrangement" below.

Deductibility of Executive Compensation

        In developing the compensation packages for the named executive officers, the compensation committee considered the deductibility of executive compensation under Section 162(m) of the Code. That provision prohibits the deduction of compensation of more than $1 million paid to certain executives, subject to certain exceptions. One exception is for performance-based compensation, including stock options granted under the 2000 Incentive Plan and the 2007 Incentive Plan. The compensation committee has not adopted a policy requiring all compensation to be deductible under Section 162(m) of the Code, in order to maintain flexibility in making compensation decisions. Portions

46


Table of Contents


of the compensation paid to certain of the named executive officers may not be deductible due to the application of Section 162(m) of the Code.

Policy on Restatements

        In those instances where Liberty Media grants cash or equity-based incentive compensation, Liberty Media includes in the related agreement with the executive a right, in favor of Liberty Media, to require the executive to repay or return to Liberty Media any cash, stock or other compensation (including proceeds from the disposition of shares received upon exercise of options or stock appreciation rights). That right will arise if (1) a material restatement of any financial statement of Liberty Media is required and (2) in the reasonable judgment of Liberty Media's incentive plan committee, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the executive. In determining the amount of such repayment or return, Liberty Media's incentive plan committee may take into account, among other factors its deems relevant, the extent to which the market value of the applicable series of Liberty Media's common stock was affected by the errors giving rise to the restatement. The cash, stock or other compensation that Liberty Media may require the executive to repay or return must have been received by the executive during the 12-month period beginning on the date of the first public issuance or the filing with the SEC, whichever occurs earlier, of the financial statement requiring restatement. The compensation required to be repaid or returned will include (1) cash or company stock received by the executive (A) upon the exercise during that 12-month period of any stock appreciation right held by the executive or (B) upon the payment during that 12-month period of any incentive compensation, the value of which is determined by reference to the value of company stock, and (2) any proceeds received by the executive from the disposition during that 12-month period of company stock received by the executive upon the exercise, vesting or payment during that 12-month period of any award of equity-based incentive compensation.

47


Table of Contents


SUMMARY COMPENSATION TABLE

Summary Compensation

Name and Principal Position
(as of 12/31/08)
  Year   Salary ($)   Bonus ($)   Stock
Awards
($)(1)
  Option
Awards
($)(1)
  Non-Equity
Incentive
Plan
Compensation
($)(2)
  Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(3)
  All Other
Compensation
($)(4)(5)(6)
  Total ($)  

John C. Malone

    2008     2,600         625,015     2,291,159         239,110     1,150,933 (7)   4,308,817  

Chairman of the Board

    2007     2,600         625,015     3,143,100         214,323     1,193,812 (7)   5,178,850  

    2006     2,600     625,000         2,904,084         192,186     666,724 (7)   4,390,594  

Gregory B. Maffei

   
2008
   
1,000,000
   
   
1,508,334
   
6,410,701
   
2,732,000
   
41,937
   
496,354

(8)
 
12,189,326
 

President and Chief

    2007     1,000,000         625,015     4,460,593     2,650,000     4,875     463,062 (8)   9,203,545  

Executive Officer

    2006     1,000,000     625,000         3,279,277     1,000,000         524,559 (8)   6,428,836  

Charles Y. Tanabe

   
2008
   
875,500
   
   
474,952
   
1,259,057
   
659,252
   
13,860
   
27,903
   
3,310,524
 

Executive Vice President

    2007     850,000         287,234     833,617     563,126     2,450     27,403     2,563,830  

and General Counsel

    2006     715,000     200,000     87,200     766,433             23,050     1,791,683  

David J.A. Flowers

   
2008
   
650,000
   
   
184,143
   
845,837
   
298,838
   
8,331
   
25,549
   
2,012,698
 

Senior Vice President and

    2007     625,000         92,333     672,478     275,392     1,996     24,894     1,692,093  

Treasurer (principal

    2006     575,000     93,000         726,219             22,906     1,417,125  

financial officer)

                                                       

Albert E. Rosenthaler

   
2008
   
650,000
   
   
209,876
   
852,624
   
367,088
   
3,377
   
24,662
   
2,107,627
 

Senior Vice President

    2007     625,000         106,344     748,016     310,548     907     24,061     1,814,876  

    2006     575,000     106,000         974,355             22,906     1,678,261  

Christopher W. Shean

   
2008
   
650,000
   
   
315,722
   
842,571
   
332,963
   
2,640
   
24,108
   
2,168,004
 

Senior Vice President and

    2007     625,000         212,190     682,544     310,548     605     24,455     1,855,342  

Controller (principal

    2006     575,000     125,000     87,200     675,515             22,906     1,485,621  

accounting officer)

                                                       

(1)
The dollar amounts recognized for financial statement reporting purposes have been calculated in accordance with FAS 123R. For a description of the assumptions applied in these calculations, see Note 16 to Liberty Media's consolidated financial statements for the year ended December 31, 2008 (which are included in Liberty Media's Annual Report on Form 10-K as filed with the SEC on February 27, 2009 as amended by Amendment No. 1 to the Form 10-K filed on April 29, 2009).

(2)
With respect to 2008 and 2007, reflects the cash portion of the 2008 and 2007 performance-based bonuses paid to each of the named executive officers (other than Mr. Malone, who does not participate in the program). See "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Executive Compensation—2008 Performance Bonuses." With respect to 2006, reflects Mr. Maffei's performance-based bonus.

(3)
Reflects the above-market earnings credited during 2008, 2007 and 2006 to the deferred compensation accounts of each of the named executive officers. See "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Executive Compensation—Deferred Compensation," "—Executive Compensation Arrangements—Employment Agreement," and "—Nonqualified Deferred Compensation Plans" below.

(4)
The Liberty 401(k) Savings Plan provides employees with an opportunity to save for retirement. The Liberty 401(k) Savings Plan participants may contribute up to 10% of their compensation, and Liberty Media contributes a matching contribution of 100% of the participants' contributions. Participant contributions to the Liberty 401(k) Savings Plan are fully vested upon contribution.
Years of Service
  Vesting Percentage  

Less than 1

    0 %

1-2

    33 %

2-3

    66 %

3 or more

    100 %

48


Table of Contents

(5)
Included in this column are the life insurance premiums paid by Liberty Media, on behalf of each of the named executive officers (other than Mr. Malone), as follows:
 
  Amounts ($)  
Name
  2008   2007   2006  

Gregory B. Maffei

    1,710     1,710     1,050  

Charles Y. Tanabe

    4,903     4,903     1,050  

David J.A. Flowers

    2,549     2,394     906  

Albert E. Rosenthaler

    1,662     1,561     906  

Christopher W. Shean

    1,108     1,041     906  
(6)
Liberty Media makes available to its personnel, including its named executive officers, tickets to various sporting events with no aggregate incremental cost attributable to any single person.

(7)
Includes the following:
 
  Amounts ($)  
 
  2008   2007   2006  

Reimbursement for personal estate and tax planning advice

    83,800     80,850     60,000  

Reimbursement for personal legal services

    101,612     111,235     48,246  

Compensation related to personal use of corporate aircraft(a)

    186,395     227,137     187,596  

Tax payments made on behalf of Mr. Malone

    601,191     745,832     319,278  

Payment of regulatory filing fees

    125,000          

Miscellaneous travel expenses

    20,701          

Tax gross-up related to income attributed to him with respect to Liberty Media cafeteria plan

    380     364     438  
(8)
Includes the following:
 
  Amounts ($)  
 
  2008   2007   2006  

Compensation related to personal use of corporate aircraft(a)

    460,749     234,071     409,475 (b)

Tax gross-up related to income attributed to him as a result of his reimbursement of relocation costs

        197,281      

Reimbursement of relocation costs

            91,534  

49


Table of Contents


Executive Compensation Arrangements

Malone Employment Agreement

        In connection with the merger of TCI and AT&T Corp. in 1999, an employment agreement between John C. Malone and TCI was assigned to Liberty Media. The term of Mr. Malone's employment agreement is extended daily so that the remainder of the employment term is five years. The employment agreement was amended in June 1999 to provide for, among other things, an annual salary of $2,600, subject to increase with board approval. The employment agreement was amended in 2003 to provide for payment or reimbursement of personal expenses, including professional fees and other expenses incurred by Mr. Malone for estate, tax planning and other services, and for personal use of corporate aircraft and flight crew. The aggregate amount of such payments or reimbursements and the value of his personal use of corporate aircraft was originally limited to $500,000 per year but increased to $1 million effective January 1, 2007 by Liberty Media's compensation committee. Although the "Summary Compensation" table above reflects the aggregate incremental cost of Mr. Malone's personal use of Liberty Media's corporate aircraft, the value of his aircraft use for purposes of his employment agreement is determined in accordance with SIFL and aggregated $55,016 for the year ended December 31, 2008. Mr. Malone's employment agreement was further amended in December 2008, as described below.

        Prior to the December 2008 amendment, Mr. Malone had been entitled to a deferred compensation arrangement and an installment severance payment plan in certain circumstances. Mr. Malone had been permitted to defer a portion (not in excess of 40%) of the monthly compensation payable to him for all employment years commencing on or after January 1, 1993. The aggregate deferred amount, plus interest accrued thereon at the rate of 8% per annum compounded annually from the applicable date of deferral to the date of termination, would have been payable in 240 consecutive monthly installments commencing on the termination of Mr. Malone's employment. Each installment payment would have included a payment of interest on the amount of such installment computed at the rate of 8% per annum compounded annually from Mr. Malone's termination date to the date of such installment payment (collectively, the 1993 deferred compensation arrangement). Also, upon any termination of Mr. Malone's employment, he or his beneficiaries would have been entitled to receive 240 consecutive monthly payments of $15,000 (increased at the rate of 12% per annum compounded annually from January 1, 1998 to the date payment commences), the first of which would have been payable on the first day of the month succeeding the termination of Mr. Malone's employment (the installment severance plan).

        In addition, Mr. Malone had deferred a portion of his monthly compensation under his previous employment agreement, which was entered into as of January 1982, for all employment years ending on or prior to December 31, 1992. Liberty Media assumed the obligation to pay that deferred compensation in connection with the merger of AT&T and TCI. The aggregate deferred amount, plus interest accrued thereon at the rate of 13% per annum compounded annually from the applicable date of deferral to the date of termination, would have been payable in 240 consecutive monthly installments commencing on the termination of Mr. Malone's employment. Each installment payment would have included a payment of interest on the amount of such installment computed at the rate of 13% per annum compounded annually from Mr. Malone's termination date to the date of such installment payment (collectively, the 1982 deferred compensation arrangement). (The 13% interest rate was established in 1983 pursuant to the previous agreement.)

        In December 2008, the compensation committee determined to modify Mr. Malone's employment arrangements to permit Mr. Malone to begin receiving fixed monthly payments in 2009, while he remains employed by Liberty Media, in satisfaction of Liberty Media's obligations to him under the 1993 deferred compensation arrangement, the 1982 deferred compensation arrangement and the installment severance plan. The amounts owed to Mr. Malone under these arrangements aggregated

50


Table of Contents


approximately $2.4 million, $20 million and $39 million, respectively, in each case, at December 31, 2008. As a result of these modifications, Mr. Malone will receive 240 equal monthly installments, commencing February 2009, of: (1) approximately $20,000 under the 1993 deferred compensation arrangement, (2) approximately $237,000 under the 1982 deferred compensation arrangement; and (3) approximately $164,000 under the installment severance plan. Once payments commenced under the installment severance plan, interest ceased to accrue.

        Under the terms of Mr. Malone's employment agreement, he is entitled to receive upon the termination of his employment at Liberty Media's election for any reason (other than for death or "cause"), a lump sum equal to his salary for a period of 5 full years following termination (calculated on the basis of $2,600 per annum, the lump sum severance payment). The December 2008 amendment did not affect the lump sum severance payment.

        For a description of the effect of any termination event or a change in control of Liberty Media on his employment agreement, see "Executive Compensation—Potential Payments Upon Termination or Change in Control" below.

Maffei Employment Arrangement

        In connection with the acceptance by Gregory B. Maffei of employment with Liberty Media as CEO-Elect in November 2005, the Liberty Media board approved an employment arrangement for Mr. Maffei. Pursuant to the arrangement, Mr. Maffei is entitled to receive a base salary of $1,000,000 per annum. Liberty Media agreed to reimburse Mr. Maffei for his commuting costs from Seattle to Denver through 2006. Liberty Media also agreed to reimburse Mr. Maffei for expenses incurred in relocating his principal residence to the Denver area. Also, Mr. Maffei was granted options to acquire 5,500,000 shares of pre-reclassified Liberty Series A common stock at an exercise price of $7.95, which was the closing price of pre-reclassified Liberty Series A common stock on the grant date. As a result of the restructuring and the reclassification, these options have been converted into options to acquire 275,000 shares of LCAPA at an exercise price of $10.88 per share, 1,375,000 shares of LINTA at an exercise price of $16.91 per share and 1,100,000 shares of LMDIA at an exercise price of $15.89 per share. In the event of Mr. Maffei's involuntary termination without cause, Mr. Maffei will be entitled to continue receiving his base salary for a period of eighteen months after the date of such termination, together with any portion of his performance bonus determined by the Liberty Media board to have been earned prior to his termination. Unvested stock incentive awards held by Mr. Maffei will vest to the extent that they would have vested in that eighteen month period had Mr. Maffei continued to be employed during that period.

        As discussed under "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Executive Compensation—Perquisites and Other Personal Benefits" above, in 2008, Liberty Media entered into a letter agreement with Mr. Maffei pursuant to which he is entitled to personal use of corporate aircraft not to exceed 120 hours of flight time per year through the first to occur of December 31, 2011, his termination with Liberty Media or its cessation of aircraft ownership. Mr. Maffei will continue to incur taxable income, calculated in accordance with SIFL, for all personal use of corporate aircraft.

Equity Incentive Plans

        The 2000 Incentive Plan and the 2007 Incentive Plan (together the equity incentive plans) are administered by the incentive plan committee of the Liberty Media board. The incentive plan committee of the Liberty Media board has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The equity incentive plans are designed to provide additional remuneration to certain employees and independent contractors for exceptional service and to encourage their investment in Liberty Media.

51


Table of Contents


Liberty Media's incentive plan committee may grant non-qualified stock options, SARs, restricted shares, stock units, cash awards, performance awards or any combination of the foregoing under the equity incentive plans (collectively, awards).

        The maximum number of shares of Liberty Media's common stock with respect to which awards may be issued under the 2000 Incentive Plan is 82,200,000 and the 2007 Incentive Plan is 51,375,000, subject, in each case, to anti-dilution and other adjustment provisions of the respective plans. With limited exceptions, under the equity incentive plans, no person may be granted in any calendar year awards covering more than 12,844,000 shares of Liberty Media's common stock nor may any person receive payment for cash awards during any calendar year in excess of $10 million. Shares of Liberty Media's common stock issuable pursuant to awards made under the equity incentive plans are made available from either authorized but unissued shares or shares that have been issued but reacquired by Liberty Media.

2006 Deferred Compensation Plan

        Effective for the year beginning January 1, 2007, officers at the level of Senior Vice President and above are eligible to participate in the Liberty Media Corporation 2006 Deferred Compensation Plan (as amended, the 2006 deferred compensation plan). Each eligible officer, including Liberty Media's chief executive officer, principal financial officer and principal accounting officer, may elect to defer up to 50% of his annual base salary and the cash portion of his performance bonus under the 2006 deferred compensation plan. Elections must be made in advance of certain deadlines and may include (1) the selection of a payment date, which generally may not be later than 30 years from the end of the year in which the applicable compensation is initially deferred, and (2) the form of distribution, such as a lump-sum payment or substantially equal annual installments over two to five years. Compensation deferred under the 2006 deferred compensation plan will earn interest at the rate of 9% per year, compounded quarterly at the end of each calendar quarter.

        In addition to the accelerated distribution events described under "Executive Compensation—Potential Payments Upon Termination or Change-in-Control" below, at the eligible officer's request, if the compensation committee determines that such officer has suffered a financial hardship, it may authorize immediate distribution of amounts deferred under the 2006 deferred compensation plan. In addition, a one-time withdrawal or change in payment timing was permitted to made in January 2009 as described in "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Executive Compensation—Deferred Compensation."

        The Liberty Media board reserves the right to terminate the 2006 deferred compensation plan at any time. An optional termination by the Liberty Media board will not result in any distribution acceleration.

52


Table of Contents


Grants of Plan-Based Awards

        The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2008 to the named executive officers.

 
   
  Estimated Future Payouts under
Non-equity Incentive Plan Awards
  All other
stock awards:
Number of
shares of
stock or
units (#)
  All other
option awards:
Number of
securities
underlying
options (#)(2)
   
   
 
 
   
   
  Grant date
fair value
of stock
and option
awards ($)
 
 
   
  Exercise or
base price
of option
awards ($)
 
Name
  Grant Date   Threshold
($)
  Target
($)(1)
  Maximum
($)
 

John C. Malone

                                                 
 

LCAPA

    12/16/08                     333,747     3.57     393,187  
 

LINTA

    12/16/08                     1,373,132     2.91     1,538,457  
 

LMDIA

    12/16/08                     1,373,656     17.69     7,970,364  
 

LMDIA

    12/16/08                 304,240 (2)           5,382,006  

Gregory B. Maffei

                                                 

    3/24/08         5,464,000                      
 

LCAPA

    12/12/08                 180,927 (3)           546,400  
 

LINTA

    12/12/08                 396,763 (3)           956,199  
 

LMDIA

    12/12/08                 94,861 (3)           1,229,399  
 

LCAPA

    12/16/08                     333,747     3.57     393,187  
 

LINTA

    12/16/08                     1,373,132     2.91     1,538,457  
 

LMDIA

    12/16/08                     1,373,656     17.69     7,970,364  
 

LMDIA

    12/16/08                 304,240 (2)           5,382,006  

Charles Y. Tanabe

                                                 

    3/24/08         1,318,504                      
 

LCAPA

    12/12/08                 43,659 (3)           131,850  
 

LINTA

    12/12/08                 95,742 (3)           230,738  
 

LMDIA

    12/12/08                 22,891 (3)           296,667  
 

LCAPA

    12/16/08                     94,625     3.57     111,478  
 

LINTA

    12/16/08                     389,313     2.91     436,186  
 

LMDIA

    12/16/08                     389,462     17.69     2,259,775  
 

LMDIA

    12/16/08                 86,259 (2)           1,525,922  

David J.A Flowers

                                                 

    3/24/08         597,676                      
 

LCAPA

    12/12/08                 19,791 (3)           59,769  
 

LINTA

    12/12/08                 43,400 (3)           104,594  
 

LMDIA

    12/12/08                 10,376 (3)           134,473  
 

LCAPA

    12/16/08                     50,466     3.57     59,454  
 

LINTA

    12/16/08                     207,633     2.91     232,632  
 

LMDIA

    12/16/08                     207,712     17.69     1,205,207  
 

LMDIA

    12/16/08                 46,005 (2)           813,828  

Albert E. Rosenthaler

                                                 

    3/24/08         734,176                      
 

LCAPA

    12/12/08                 24,310 (3)           73,416  
 

LINTA

    12/12/08                 53,311 (3)           128,480  
 

LMDIA

    12/12/08                 12,746 (3)           165,188  
 

LCAPA

    12/16/08                     50,466     3.57     59,454  
 

LINTA

    12/16/08                     207,633     2.91     232,632  
 

LMDIA

    12/16/08                     207,712     17.69     1,205,207  
 

LMDIA

    12/16/08                 46,005 (2)           813,828  

53


Table of Contents

 
   
  Estimated Future Payouts under
Non-equity Incentive Plan Awards
  All other
stock awards:
Number of
shares of
stock or
units (#)
  All other
option awards:
Number of
securities
underlying
options (#)(2)
   
   
 
 
   
   
  Grant date
fair value
of stock
and option
awards ($)
 
 
   
  Exercise or
base price
of option
awards ($)
 
Name
  Grant Date   Threshold
($)
  Target
($)(1)
  Maximum
($)
 

Christopher W. Shean

                                                 

    3/24/08         665,926                      
 

LCAPA

    12/12/08                 22,050 (3)           66,591  
 

LINTA

    12/12/08                 48,356 (3)           116,538  
 

LMDIA

    12/12/08                 11,561 (3)           149,831  
 

LCAPA

    12/16/08                     50,466     3.57     59,454  
 

LINTA

    12/16/08                     207,633     2.91     232,632  
 

LMDIA

    12/16/08                     207,712     17.69     1,205,207  
 

LMDIA

    12/16/08                 46,005 (2)           813,828  

(1)
Represents the actual aggregate amount of each named executive officer's 2008 performance-based bonus. See "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Compensation—2008 Performance Bonuses" above.

(2)
Vests quarterly over 4 years from grant date.

(3)
Represents 50% of each named executive officer's 2008 performance-based bonus amount. Vests quarterly over 3 years from grant date. See "Executive Compensation—Compensation Discussion and Analysis—Elements of 2008 Compensation—2008 Performance Bonuses Program" above.

54


Table of Contents


Outstanding Equity Awards at Fiscal Year-End

        The following table contains information regarding unexercised options and unvested shares of Liberty Media's common stock which were outstanding as of December 31, 2008 and held by the named executive officers, including those awards granted during 2008 and reflected in the "Grants of Plan-Based Awards" table above.

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 

John C. Malone

                                     

Option Awards

                                     
 

LCAPA

    36,932     47,496 (1)   15.96     3/29/14          
 

LCAPA

        333,747 (2)   3.57     12/16/15            
 

LCAPB

    574,270         15.20     2/28/11          
 

LCAPB

    90,000         12.69     6/14/15          
 

LINTA

   
50,000
   
   
19.14
   
6/14/15
   
   
 
 

LINTA

    148,918     191,475 (1)   24.06     3/29/14          
 

LINTA

        1,373,132 (2)   2.91     12/16/15          
 

LINTB

    2,871,351         23.64     2/28/11          
 

LINTB

    450,000         19.74     6/14/15              
 

LMDIA

   
40,000
   
   
17.99
   
6/14/15
   
   
 
 

LMDIA

    147,749     189,963 (1)   23.32     3/29/14          
 

LMDIA

        1,373,656 (2)   17.69     12/16/15          
 

LMDIB

    2,297,080         21.79     2/28/11          
 

LMDIB

    360,000         18.19     6/14/15          

Stock Awards

                                     
 

LCAPA

                    4,224 (3)   19,895  
 

LINTA

                    9,694 (3)   30,245  
 

LMDIA

                    16,896 (3)   295,342  
 

LMDIA

                    304,240 (2)   5,318,115  

Gregory B. Maffei

                                     

Option Awards

                                     
 

LCAPA

    206,244     68,756 (4)   10.88     11/8/12          
 

LCAPA

    10,736     4,889 (5)   11.36     3/2/13          
 

LCAPA

    49,259     63,341 (1)   15.96     3/29/14          
 

LCAPA

    28,648     85,958 (6)   17.26     12/24/14          
 

LCAPA

        333,747 (2)   3.57     12/16/15          
 

LINTA

   
1,031,244
   
343,756

(4)
 
16.91
   
11/8/12
   
   
 
 

LINTA

    53,702     24,423 (5)   17.65     3/2/13          
 

LINTA

    198,576     255,324 (1)   24.06     3/29/14          
 

LINTA

    115,692     347,087 (6)   19.96     12/24/14          
 

LINTA

        1,373,132 (2)   2.91     12/16/15          
 

LMDIA

   
825,000
   
275,000

(4)
 
15.89
   
11/8/12
   
   
 
 

LMDIA

    42,966     19,534 (5)   16.59     3/2/13          
 

LMDIA

    197,050     253,350 (1)   23.32     3/29/14          
 

LMDIA

    114,604     343,820 (6)   25.21     12/24/14          
 

LMDIA

        1,373,656 (2)   17.69     12/16/15          

55


Table of Contents

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 

Stock Awards

                                     
 

LCAPA

                    4,224 (3)   19,895  
 

LCAPA

                    7,481 (7)   35,236  
 

LCAPA

                    180,927 (8)   852,166  
 

LINTA

   
   
   
   
   
9,694

(3)
 
30,245
 
 

LINTA

                    44,259 (7)   138,088  
 

LINTA

                    396,763 (8)   1,237,901  
 

LMDIA

   
   
   
   
   
16,896

(3)
 
295,342
 
 

LMDIA

                    29,912 (7)   522,862  
 

LMDIA

                    94,861 (8)   1,658,170  
 

LMDIA

                    304,240 (2)   5,318,115  

Charles Y. Tanabe

                                     

Option Awards

                                     
 

LCAPA

    98,458         14.74     2/28/11          
 

LCAPA

    12,500         10.92     7/31/13          
 

LCAPA

    9,000     2,250 (9)   9.95     8/6/14          
 

LCAPA

    11,375     2,625 (10)   11.93     8/2/12          
 

LCAPA

    7,018     3,190 (11)   11.27     2/28/13          
 

LCAPA

    13,951     17,949 (1)   15.96     3/29/14          
 

LCAPA

    8,084     24,258 (6)   17.26     12/24/14          
 

LCAPA

        94,625 (2)   3.57     12/16/15          
 

LINTA

   
492,288
   
   
22.90
   
2/28/11
   
   
 
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    45,000     11,250 (9)   15.46     8/6/14          
 

LINTA

    56,875     13,125 (10)   18.54     8/2/12          
 

LINTA

    35,090     15,952 (11)   17.52     2/28/13          
 

LINTA

    56,259     72,341 (1)   24.06     3/29/14          
 

LINTA

    32,648     97,950 (6)   19.96     12/24/14          
 

LINTA

        389,313 (2)   2.91     12/16/15          
 

LMDIA

   
393,832
   
   
21.53
   
2/28/11
   
   
 
 

LMDIA

    50,000         15.95     7/31/13          
 

LMDIA

    36,000     9,000 (9)   14.53     8/6/14          
 

LMDIA

    45,500     10,500 (10)   17.43     8/2/12          
 

LMDIA

    28,072     12,760 (11)   16.47     2/28/13          
 

LMDIA

    55,825     71,775 (1)   23.32     3/29/14          
 

LMDIA

    32,340     97,028 (6)   25.21     12/24/14          
 

LMDIA

        389,462 (2)   17.69     12/16/15          

Stock Awards

                                     
 

LCAPA

                    875 (12)   4,121  
 

LCAPA

                    1,359 (3)   6,401  
 

LCAPA

                    1,592 (7)   7,498  
 

LCAPA

                    43,659 (8)   205,634  
 

LINTA

   
   
   
   
   
4,375

(12)
 
13,650
 
 

LINTA

                    3,109 (3)   9,700  
 

LINTA

                    9,406 (7)   29,347  
 

LINTA

                    95,742 (8)   298,715  

56


Table of Contents

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 
 

LMDIA

                    3,500 (12)   61,180  
 

LMDIA

                    5,416 (3)   94,672  
 

LMDIA

                    6,360 (7)   111,173  
 

LMDIA

                    22,891 (8)   400,135  
 

LMDIA

                    86,259 (2)   1,507,807  

David J.A. Flowers

                                     

Option Awards

                                     
 

LCAPA

    73,843         14.74     2/28/11          
 

LCAPA

    10,000         10.92     7/31/13          
 

LCAPA

    10,000     2,500 (9)   9.95     8/6/14          
 

LCAPA

    12,181     2,819 (10)   11.93     8/2/12          
 

LCAPA

    6,215     2,827 (11)   11.27     2/28/13          
 

LCAPA

    7,392     9,508 (1)   15.96     3/29/14          
 

LCAPA

    4,284     12,857 (6)   17.26     12/24/14          
 

LCAPA

        50,466 (2)   3.57     12/16/15          
 

LINTA

   
369,216
   
   
22.90
   
2/28/11
   
   
 
 

LINTA

    50,000         16.97     7/31/13          
 

LINTA

    50,000     12,500 (9)   15.46     8/6/14          
 

LINTA

    60,931     14,069 (10)   18.54     8/2/12          
 

LINTA

    31,075     14,133 (11)   17.52     2/28/13          
 

LINTA

    29,792     38,308 (1)   24.06     3/29/14          
 

LINTA

    17,300     51,914 (6)   19.96     12/24/14          
 

LINTA

        207,633 (2)   2.91     12/16/15          
 

LMDIA

   
295,372
   
   
21.53
   
2/28/11
   
   
 
 

LMDIA

    40,000         15.95     7/31/13          
 

LMDIA

    40,000     10,000 (9)   14.53     8/6/14          
 

LMDIA

    48,750     11,250 (10)   17.43     8/2/12          
 

LMDIA

    24,860     11,308 (11)   16.47     2/28/13          
 

LMDIA

    29,575     38,025 (1)   23.32     3/29/14          
 

LMDIA

    17,140     51,424 (6)   25.21     12/24/14          
 

LMDIA

        207,712 (2)   17.69     12/16/15          

Stock Awards

                                     
 

LCAPA

                    631 (3)   2,972  
 

LCAPA

                    778 (7)   3,664  
 

LCAPA

                    19,791 (8)   93,216  
 

LINTA

   
   
   
   
   
1,436

(3)
 
4,480
 
 

LINTA

                    4,603 (7)   14,361  
 

LINTA

                    43,400 (8)   135,408  
 

LMDIA

   
   
   
   
   
2,504

(3)
 
43,770
 
 

LMDIA

                    3,112 (7)   54,398  
 

LMDIA

                    10,376 (8)   181,372  
 

LMDIA

                    46,005 (2)   804,167  

  

                                   

57


Table of Contents

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 

Albert E. Rosenthaler

                                     

Option Awards

                                     
 

LCAPA

    25,640         12.38     4/1/12          
 

LCAPA

    12,500         10.92     7/31/13          
 

LCAPA

    10,000     2,500 (9)   9.95     8/6/14          
 

LCAPA

    12,181     2,819 (10)   11.93     8/2/12          
 

LCAPA

    6,215     2,827 (11)   11.27     2/28/13          
 

LCAPA

    7,392     9,508 (1)   15.96     3/29/14          
 

LCAPA

    4,284     12,857 (6)   17.26     12/24/14          
 

LCAPA

        50,466 (2)   3.57     12/16/15          
 

LINTA

   
128,200
   
   
19.25
   
4/1/12
   
   
 
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    50,000     12,500 (9)   15.46     8/6/14          
 

LINTA

    60,931     14,069 (10)   18.54     8/2/12          
 

LINTA

    31,075     14,133 (11)   17.52     2/28/13          
 

LINTA

    29,792     38,308 (1)   24.06     3/29/14          
 

LINTA

    17,300     51,914 (6)   19.96     12/24/14          
 

LINTA

        207,633 (2)   2.91     12/16/15          
 

LMDIA

   
102,560
   
   
18.09
   
4/1/12
   
   
 
 

LMDIA

    50,000         15.95     7/31/13          
 

LMDIA

    40,000     10,000 (9)   14.53     8/6/14          
 

LMDIA

    48,750     11,250 (10)   17.43     8/2/12          
 

LMDIA

    24,860     11,308 (11)   16.47     2/28/13          
 

LMDIA

    29,575     38,025 (1)   23.32     3/29/14          
 

LMDIA

    17,140     51,424 (6)   25.21     12/24/14          
 

LMDIA

        207,712 (2)   17.69     12/16/15          

Stock Awards

                                     
 

LCAPA

                    720 (3)   3,391  
 

LCAPA

                    879 (7)   4,140  
 

LCAPA

                    24,310 (8)   114,500  
 

LINTA

   
   
   
   
   
1,661

(3)
 
5,182
 
 

LINTA

                    5,187 (7)   16,183  
 

LINTA

                            53,311 (8)   166,330  
 

LMDIA

   
   
   
   
   
2,872

(3)
 
50,203
 
 

LMDIA

                    3,508 (7)   61,320  
 

LMDIA

                    12,746 (8)   222,800  
 

LMDIA

                    46,005 (2)   804,167  

Christopher W. Shean

                                     

Option Awards

                                     
 

LCAPA

    14,102         14.74     9/21/10          
 

LCAPA

    2,820         14.74     2/28/11          
 

LCAPA

    12,500         10.92     7/31/13          
 

LCAPA

    10,000     2,500 (9)   9.95     8/6/14          
 

LCAPA

    10,556     2,444 (10)   11.93     8/2/12          
 

LCAPA

    7,018     3,190 (11)   11.27     2/28/13          
 

LCAPA

    7,392     9,508 (1)   15.96     3/29/14          
 

LCAPA

    4,284     12,857 (6)   17.26     12/24/14          
 

LCAPA

        50,466 (2)   3.57     12/16/15          

58


Table of Contents

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options (#)
Exercisable
  Number of
securities
underlying
unexercised
options (#)
Unexercisable
  Option
exercise
price ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value
of shares or
units of stock
that have not
vested ($)
 
 

LINTA

    70,510         22.90     9/21/10          
 

LINTA

    14,102         22.90     2/28/11          
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    50,000     12,500 (9)   15.46     8/6/14          
 

LINTA

    52,806     12,194 (10)   18.54     8/2/12          
 

LINTA

    35,090     15,952 (11)   17.52     2/28/13          
 

LINTA

    29,792     38,308 (1)   24.06     3/29/14          
 

LINTA

    17,300     51,914 (6)   19.96     12/24/14          
 

LINTA

        207,633 (2)   2.91     12/16/15          
 

LMDIA

   
56,408
   
   
21.53
   
9/21/10
   
   
 
 

LMDIA

    11,280         21.53     2/28/11          
 

LMDIA

    50,000         15.95     7/31/13          
 

LMDIA

    40,000     10,000 (9)   14.53     8/6/14          
 

LMDIA

    42,250     9,750 (10)   17.43     8/2/12          
 

LMDIA

    28,072     12,760 (11)   16.47     2/28/13          
 

LMDIA

    29,575     38,025 (1)   23.32     3/29/14          
 

LMDIA

    17,140     51,424 (6)   25.21     12/24/14          
 

LMDIA

        207,712 (2)   17.69     12/16/15          

Stock Awards

                                     
 

LCAPA

                    875 (12)   4,121  
 

LCAPA

                    848 (3)   3,994  
 

LCAPA

                    879 (7)   4,140  
 

LCAPA

                    22,050 (8)   103,856  
 

LINTA

   
   
   
   
   
4,375

(12)
 
13,650
 
 

LINTA

                    1,943 (3)   6,062  
 

LINTA

                    5,187 (7)   16,183  
 

LINTA

                    48,356 (8)   150,871  
 

LMDIA

   
   
   
   
   
3,500

(12)
 
61,180
 
 

LMDIA

                    3,384 (3)   59,152  
 

LMDIA

                    3,508 (7)   61,320  
 

LMDIA

                    11,561 (8)   202,086  
 

LMDIA

                    46,005 (2)   804,167  

(1)
Vests quarterly (based on original amount of grant) over 4 years from March 29, 2007 grant date.

(2)
Vests quarterly (based on original amount of grant) over 4 years from December 16, 2008 grant date.

(3)
Vests quarterly (based on original amount of grant) over 3 years from December 15, 2006 grant date.

(4)
Vests quarterly (based on original amount of grant) over 4 years from November 8, 2005 grant date.

(5)
Vests quarterly (based on original amount of grant) over 4 years from March 2, 2006 grant date.

(6)
Vests quarterly (based on original amount of grant) over 4 years from December 24, 2007 grant date.

(7)
Vests quarterly (based on original amount of grant) over 3 years from December 15, 2007 grant date.

(8)
Vests quarterly (based on original amount of grant) over 3 years from December 12, 2008 grant date.

(9)
Vests on August 6, 2009.

(10)
Vests on August 2, 2009.

(11)
Vests quarterly (based on original amount of grant) over 4 years from February 28, 2006 grant date.

(12)
Vests quarterly (based on original amount of grant) over 5 years from August 2, 2005 grant date.

59


Table of Contents


Option Exercises and Stock Vested

        The following table sets forth information regarding the exercise of vested options and the vesting of restricted stock held by Liberty Media's named executive officers, in each case, during the year ended December 31, 2008.

 
  Option Awards   Stock Awards  
Name
  Number of
shares
acquired on
exercise (#)(1)
  Value
realized on
exercise ($)
  Number of
shares
acquired on
vesting (#)(1)
  Value
realized on
vesting ($)
 

John C. Malone

                         
 

LCAPA

    10,000     20,800     4,224     50,899  
 

LCAPB

    90,000     155,700          
 

LINTA

            9,692     118,145  
 

LMDIA

            16,896     381,723  

Gregory B. Maffei

                         
 

LCAPA

            7,960     95,918  
 

LINTA

            31,816     387,837  
 

LMDIA

            31,852     719,616  

Charles Y. Tanabe

                         
 

LCAPA

            2,640     44,285  
 

LINTA

            10,300     126,359  
 

LMDIA

            10,588     227,642  

David J.A Flowers

                         
 

LCAPA

            1,008     12,146  
 

LINTA

            3,728     45,444  
 

LMDIA

            4,052     91,545  

Albert E. Rosenthaler

                         
 

LCAPA

            1,152     13,882  
 

LINTA

            4,244     51,734  
 

LMDIA

            4,624     104,468  

Christopher W. Shean

                         
 

LCAPA

            1,780     33,922  
 

LINTA

            7,024     86,425  
 

LMDIA

            7,136     149,653  

(1)
Includes shares withheld in payment of withholding taxes at election of holder.

60


Table of Contents


Nonqualified Deferred Compensation Plans

        The following table sets forth information regarding the nonqualified deferred compensation plans in which Liberty Media's named executive officers participated during the year ended December 31, 2008. Liberty Media's named executive officers, other than Mr. Malone, participate in the 2006 Deferred Compensation Plan. See "Executive Compensation—Executive Compensation Arrangements—2006 Deferred Compensation" for more information. Mr. Malone's deferred compensation arrangements are described under "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement."

Name
  Executive
contributions
in 2008 ($)
  Registrant
contributions
in 2008 ($)
  Aggregate
earnings in
2008 ($)(1)
  Aggregate
withdrawals/
distributions ($)
  Aggregate
balance at
12/31/08 ($)(2)
 

John C. Malone

            2,476,722         22,377,810  

Gregory B. Maffei

   
1,825,000
   
   
190,691
   
   
2,538,062
 

Charles Y. Tanabe

   
584,212
   
   
63,085
   
   
913,547
 

David J.A. Flowers

   
305,379
   
   
37,926
   
   
558,719
 

Albert E. Rosenthaler

   
146,000
   
   
15,402
   
   
259,317
 

Christopher W. Shean

   
104,055
   
   
12,021
   
   
181,353
 

(1)
Of these amounts, the following were reported in the "Summary Compensation" table as above-market earnings that were credited to the named executive officer's deferred compensation account during 2008:
Name
  Amount ($)  

John C. Malone

    239,110  

Gregory B. Maffei

    41,937  

Charles Y. Tanabe

    13,860  

David J.A. Flowers

    8,331  

Albert E. Rosenthaler

    3,377  

Christopher W. Shean

    2,640  
(2)
In Liberty Media's prior year proxy statements, Liberty Media reported the following above-market earnings that were credited as interest to the applicable officer's deferred compensation accounts during the years reported:
 
  Amount ($)  
Name
  2007   2006   2005  

John C. Malone

    214,323     192,186     1,734,298  

Gregory B. Maffei

    4,875          

Charles Y. Tanabe

    2,450          

David J.A. Flowers

    1,196          

Albert E. Rosenthaler

    907          

Christopher W. Shean

    605          


Potential Payments Upon Termination or Change-in-Control

        The following table sets forth the potential payments to Liberty Media's named executive officers if their employment had terminated or a change in control had occurred, in each case, as of December 31, 2008. The actual amounts may be different at the time of termination due to various

61


Table of Contents


factors. In addition, Liberty Media may enter into new arrangements or modify these arrangements from time to time.

        The amounts provided in the tables are based on the closing market prices on December 31, 2008 for each series of Liberty Media common stock then-outstanding: LMDIA—$17.48, LMDIB—$17.23, LINTA—$3.12, LINTB—$2.99, LCAPA—$4.71 and LCAPB—$4.65. The value of options and SARs shown in the tables is based on the spread between the exercise or base price of the award and the applicable closing market price. The value of the restricted stock shown in the tables is based on the applicable closing market price and the number of shares vested.

        Each of Liberty Media's named executive officers has received awards and payments under the 2000 Incentive Plan and the 2007 Incentive Plan, and each of Liberty Media's named executive officers is eligible to participate in Liberty Media's deferred compensation plans. Additionally, each of Messrs. Malone and Maffei is entitled to certain payments upon termination under his respective employment arrangement. See "Executive Compensation—Executive Compensation Arrangements."

        Set forth below is a description of the circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout:

        Voluntary Termination.    Under the equity incentive plans, each named executive officer would only have a right to the equity grants which vested prior to his termination date.

        Under the 2006 deferred compensation plan, Liberty Media does not have an acceleration right to pay out account balances to the participants upon this type of termination. For purposes of the tabular presentation below, we have assumed that Liberty Media was permitted to make payments to the executive officers in accordance with their respective standing elections under the plans, subject to compliance with Section 409A of the Code.

        Termination for Cause.    All equity grants (whether vested or unvested) under the equity incentive plans would be forfeited by any named executive officer who is terminated for "cause." The equity incentive plans define "cause" as insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his duties and responsibilities for any reason other than illness or incapacity; provided that, if such termination is within 12 months after a change in control (as described below), "cause" means a felony conviction for fraud, misappropriation or embezzlement.

        No immediate distributions under the 2006 deferred compensation plan are permitted as a result of this type of termination (other than pursuant to the compensation committee's right to distribute out certain de minimus amounts in an officer's deferred compensation account).

        Termination Without Cause.    Certain of the employment agreements and arrangements provide for benefits in the case of termination by Liberty Media not for cause. See "Executive Compensation—Executive Compensation Arrangements" above. Pursuant to the equity incentive plans and the related award agreements, if a named executive officer were terminated without cause, in addition to his vested equity awards, he would be entitled to vesting in full with respect to any outstanding options or SARs that would have vested during the calendar year in which the termination occurs and the lapse of restrictions with respect to any restricted share awards that would have vested during such calendar year.

        No immediate distributions under the 2006 deferred compensation plan are permitted as a result of this type of termination (other than pursuant to the compensation committee's right to distribute out certain de minimus amounts in an officer's deferred compensation account).

        Death.    In the event of death, the equity incentive plans provide for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share awards.

62


Table of Contents

        No amounts are shown for payments pursuant to life insurance policies, which Liberty Media makes available to all its employees.

        The beneficiary of a deceased executive has the option to accelerate distributions under the 2006 deferred compensation plan (which option is assumed to have been exercised for purposes of the tabular presentation below).

        Disability.    In the event of a disability, which is generally the inability to perform gainful activity for at least 12 months, the equity incentive plans provide for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share awards.

        No amounts are shown for payments pursuant to short-term and long-term disability policies, which Liberty Media makes available to all its employees.

        A disabled executive has the option to accelerate distributions under the 2006 deferred compensation plan (which option is assumed to have been exercised for purposes of the tabular presentation below).

        Termination After a Change in Control.    In case of a change in control, the incentive plans provide for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share awards. A change in control is generally defined as:

        In the case of a change in control described in the last bullet point, Liberty Media's incentive plan committee may determine to not accelerate the existing equity awards if equivalent awards will be substituted for the existing awards. For purposes of the tabular presentation below, we have assumed no such determination was made.

        The 2006 deferred compensation plan provides Liberty Media's compensation committee with the option of terminating the plan within 12 months of a change of control and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation below.

63


Table of Contents

Benefits Payable Upon Termination or Change in Control

Name
  Voluntary
Termination ($)
  Termination
for Cause ($)
  Termination
Without
Cause ($)
  Death ($)   Disability ($)   After a Change
in Control ($)
 

John C. Malone

                                     

Lump Sum Severance(1)

            13,000         13,000      

Installment Severance Plan(2)

    39,290,251     39,290,251     39,290,251     39,290,251     39,290,251     39,290,251  

1993 Deferred Compensation Arrangement(3)

    4,820,450     4,820,450     4,820,450     2,401,273     4,820,450     4,820,450  

1982 Deferred Compensation Arrangement(4)

    56,835,905     56,835,905     56,835,905     20,213,484     56,835,905     56,835,905  

Options/SARs

    (5)       (5)   668,829 (6)   668,829 (6)   668,829 (6)

Restricted Stock

                5,663,598 (6)   5,663,598 (6)   5,663,598 (6)
                           
   

Total

    100,946,606     100,946,606     100,959,606     68,237,435     107,292,033     107,279,033  
                           

Gregory B. Maffei

                                     

Severance(7)

            1,500,000     1,500,000     1,500,000     1,500,000  

Deferred Compensation

    2,538,062     2,538,062     2,538,062     2,538,062 (8)   2,538,062 (8)   2,538,062 (8)

Options/SARs

    1,349,990 (5)       2,055,436 (9)   2,473,454 (6)   2,473,454 (6)   2,473,454 (6)

Restricted Stock

            4,794,049 (9)   10,108,020 (6)   10,108,020 (6)   10,108,020 (6)
                           
   

Total

    3,888,052     2,538,062     10,887,547     16,619,536     16,619,536     16,619,536  
                           

Charles Y. Tanabe

                                     

Deferred Compensation

    913,547     913,547     913,547     913,547 (8)   913,547 (8)   913,547 (8)

Options/SARs

    213,328 (5)       213,328 (5)   442,918 (6)   442,918 (6)   442,918 (6)

Restricted Stock

                2,750,033 (6)   2,750,033 (6)   2,750,033 (6)
                           
   

Total

    1,126,875     913,547     1,126,875     4,106,498     4,106,498     4,106,498  
                           

David J.A Flowers

                                     

Deferred Compensation

    558,719     558,719     558,719     558,719 (8)   558,719 (8)   558,719 (8)

Options/SARs

    206,746 (5)       206,746 (5)   349,364 (6)   349,364 (6)   349,364 (6)

Restricted Stock

                1,337,809 (6)   1,337,809 (6)   1,337,809 (6)
                           
   

Total

    765,465     558,719     765,465     2,245,892     2,245,892     2,245,892  
                           

Albert E. Rosenthaler

                                     

Deferred Compensation

    259,317     259,317     259,317     259,317 (8)   259,317 (8)   259,317 (8)

Options/SARs

    222,046 (5)       222,046 (5)   364,664 (6)   364,664 (6)   364,664 (6)

Restricted Stock

                1,448,217 (6)   1,448,217 (6)   1,448,217 (6)
                           
   

Total

    481,363     259,317     481,363     2,072,198     2,072,198     2,072,198  
                           

Christopher W. Shean

                                     

Deferred Compensation

    181,353     181,353     181,353     181,353 (8)   181,353 (8)   181,353 (8)

Options/SARs

    224,965 (5)       224,965 (5)   368,974 (6)   368,974 (6)   368,974 (6)

Restricted Stock

                1,490,783 (6)   1,490,783 (6)   1,490,783 (6)
                           
   

Total

    406,318     181,353     406,318     2,041,110     2,041,110     2,041,110  
                           

(1)
Under Mr. Malone's employment agreement, if his employment had been terminated, as of December 31, 2008, at Liberty Media's election (other than for death or cause), he would have been entitled to a lump sum severance payment of $13,000 payable upon termination, which is equal to five years' of his current annual salary of $2,600. See "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" above.

(2)
Under Mr. Malone's employment agreement, if his employment had been terminated, as of December 31, 2008, for any reason, he (or, in the event of his death, his beneficiaries) would have been entitled to 240 consecutive monthly installment severance payments commencing January 1, 2009. As described above,

64


Table of Contents

(3)
Under Mr. Malone's 1993 deferred compensation arrangement, had Mr. Malone's employment been terminated for any reason (other than death), as of December 31, 2008, he would have been entitled to 240 consecutive monthly payments of his deferred compensation, plus interest, commencing January 1, 2009. As described above, Mr. Malone's employment agreement was recently amended to accelerate these payments and to provide for a fixed payment schedule. The number included in the table represents the aggregate amount of these payments (i.e., 240 times the actual monthly payment amount that Mr. Malone began receiving in February 2009). With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Malone's compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his employment agreement. If Mr. Malone's employment had been terminated, as of December 31, 2008, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment of the unamortized principal balance of the remaining deferred compensation payments, and the compliance conditions described above would be inapplicable. See "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" above.

(4)
Under Mr. Malone's 1982 deferred compensation arrangement, had Mr. Malone's employment been terminated for any reason (other than death), as of December 31, 2008, he would have been entitled to 240 consecutive monthly payments of his deferred compensation, plus interest, commencing January 1, 2009. As described above, Mr. Malone's employment agreement was recently amended to accelerate these payments and to provide for a fixed payment schedule. The number included in the table represents the aggregate amount of these payments (i.e., 240 times the actual monthly payment amount that Mr. Malone began receiving in February 2009). With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Malone's compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his previous employment agreement. If Mr. Malone's employment had been terminated, as of December 31, 2008, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment of the unamortized principal balance of the remaining deferred compensation payments, and the compliance conditions described above would be inapplicable. See "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" above.

(5)
Based on the number of vested options and SARs held by each named executive officer at year-end. For more information, see the "Outstanding Equity Awards at Fiscal Year-End" table above.

(6)
Based on (i) the number of vested options and SARs and (ii) the number of unvested options and SARs and the number of shares of restricted stock, in each case, held by each named executive officer at year-end. For more information, see the "Outstanding Equity Awards at Fiscal Year-End" table above.

(7)
If Mr. Maffei's employment had been terminated at Liberty Media's election for any reason (other than cause), as of December 31, 2008, he would have been entitled to receive $1,500,000 (which consists of 18 months of his base salary). See "Executive Compensation—Executive Compensation Arrangements—Maffei Employment Arrangement" above.

(8)
Under these circumstances (and subject to the assumptions described above), the named executive officer would receive an immediate distribution of the balance of his deferred compensation account (rather than receiving distributions under the plan in accordance with the elections previously filed by such named executive officer).

(9)
Based on (i) the number of vested options and SARs held by Mr. Maffei at year-end and (ii) the number of unvested options and SARs and the number of shares of restricted stock held by Mr. Maffei that were unvested at year-end but would vest during his 18-month severance period (January 1, 2009 through June 30, 2010), pursuant to his employment arrangements. See "Executive Compensation—Executive Compensation Arrangements—Maffei Employment Arrangements" above and the "Outstanding Equity Awards at Fiscal Year-End" table above.

65


Table of Contents


Compensation of Directors

Nonemployee Directors

        Director Fees.    Prior to April 1, 2008, each of Liberty Media's directors who was not an employee of Liberty Media was paid an annual fee of $52,500 (which we refer to as the director fee). On and following April 1, 2008, the director fee was increased to $54,350. The chairman of the audit committee of the Liberty Media board and each other member of that committee is paid an additional annual fee of $20,000 and $10,000, respectively. With respect to Liberty Media's executive committee, compensation committee, Section 16 exemption committee and nominating and corporate governance committee, each member thereof who is not an employee of Liberty Media receives an additional annual fee of $5,000 for his participation on each such committee, except that any committee member who is also the chairman of that committee instead receives an additional annual fee of $10,000 for his participation on that committee. Director fees are payable quarterly in arrears in cash or, at the election of the director, in shares of Liberty Media common stock. Fees for participation on committees are payable quarterly in arrears in cash only.

        Equity Incentive Plan.    The Liberty Media Corporation 2002 Nonemployee Director Incentive Plan (As Amended and Restated Effective August 15, 2007) (the Liberty Media director plan) is administered by Liberty Media's entire board of directors. The Liberty Media board has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The Liberty Media director plan is designed to provide Liberty Media's non-employee directors with additional remuneration for services rendered, to encourage their investment in Liberty Media common stock and to aid in attracting persons of exceptional ability to become nonemployee directors of Liberty Media. The Liberty Media board may grant non-qualified stock options, SARs, restricted shares, stock units and cash awards or any combination of the foregoing under the Liberty Media director plan (collectively, director awards).

        The maximum number of shares of Liberty Media common stock with respect to which awards may be issued under the Liberty Media director plan is 2,569,000, subject to anti-dilution and other adjustment provisions of the respective plans. Shares of Liberty Media common stock issuable pursuant to awards made under the Liberty Media director plan are made available from either authorized but unissued shares or shares that have been issued but reacquired by Liberty Media.

        Director Options.    Pursuant to the Liberty Media director plan, on December 16, 2008, the Liberty Media board granted (the annual director grant) each of the nonemployee directors options to purchase (i) 3,800 shares of Series A Liberty Capital common stock at an exercise price equal to $3.57, which was the closing price of such stock on the grant date, (ii) 16,000 shares of Series A Liberty Interactive common stock at an exercise price equal to $2.91, which was the closing price of such stock on the grant date, and (iii) 11,600 shares of Series A Liberty Entertainment common stock at an exercise price equal to $17.69, which was the closing price of such stock on the grant date. The grant date fair value of these options for each director was $0.97, $0.94 and $4.09, respectively. These options will become exercisable on the first anniversary of the grant date, or on such earlier date that the grantee ceases to be a director because of death or disability, and will terminate without becoming exercisable if the grantee resigns or is removed from the board before the vesting date. The options will, upon becoming exercisable, be exercisable until the seventh anniversary of the grant date, or, if earlier, until the first business day following the first anniversary of the date the grantee ceases to be a director (or, if the grantee dies within that period, until the first business day following the expiration of the one-year period beginning on the date of the grantee's death).

        In connection with his election to the Liberty Media board, as of August 13, 2008, Dr. Evan Malone received a grant of options under the Liberty Media director plan to purchase (i) 685 LCAPA shares at an exercise price equal to $15.81, which was the closing price of such stock on the grant date, (ii) 3,680 LINTA shares at an exercise price equal to $13.69, which was the closing price of such stock

66


Table of Contents

on the grant date, and (iii) 2,470 LMDIA shares at an exercise price equal to $26.30, which was the closing price of such stock on the grant date. The grant date fair value of these options was $3.63, $3.67 and $5.68, respectively. Except as described above, these options are subject to the same terms and conditions as the annual director grant.

Robert R. Bennett

        Employment Agreement.    Pursuant to an employment agreement Liberty Media entered into with Robert R. Bennett when he retired as the former President and Chief Executive Officer, Mr. Bennett remained employed by Liberty Media during 2007 and the first quarter of 2008 at a base salary of $500,000 per annum. Also through March 31, 2008, he was entitled to office support services and to use of Liberty Media's New York City apartment. From April 1, 2008 through March 27, 2009 (the date on which Mr. Bennett's employment with Liberty Media terminated), Mr. Bennett was entitled to receive a base salary at the rate of $3,000 per annum and an additional amount of cash compensation based on the hours of service he provided to Liberty Media. Mr. Bennett was also entitled to continue his participation in Liberty Media's savings and welfare benefit plans and programs, subject to the terms and conditions of those plans. Mr. Bennett's employment agreement further provided for the payment of severance upon termination of employment following his death or disability. In either such event, Mr. Bennett or his beneficiaries would have been entitled to receive, in a lump sum, his salary through his scheduled termination date of August 31, 2014 (calculated on the basis of $3,000 per annum). Under Mr. Bennett's employment agreement, Liberty Media did not have the right to terminate Mr. Bennett other than for death, disability or "cause."

        Termination Agreement.    On March 27, 2009, Mr. Bennett entered into a termination agreement with Liberty Media pursuant to which he voluntarily terminated his employment agreement. Pursuant to the termination agreement, Liberty Media accelerated Mr. Bennett's stock incentive awards and paid Mr. Bennett $38,513 for services that had been rendered at the request of Liberty Media. Mr. Bennett waived his rights to any severance benefits but remains entitled to continue his participation in Liberty Media's health and welfare benefit plans and programs (subject to the terms and conditions of those plans) through August 31, 2014.

        Deferred Compensation.    In connection with Mr. Bennett's employment with the company, Liberty Media entered into three separate deferred compensation arrangements with him. In 2004, Liberty Media's compensation committee awarded Mr. Bennett an annual bonus of $1,000,000 to be credited to a deferred compensation account and determined to credit the account with an 8% per annum investment return, compounded quarterly. Also in 2004, the compensation committee determined to credit quarterly compensation payments in the amount of $12,500 to a deferred compensation account through the first quarter of 2006 and determined to credit the account with an 8% per annum investment return, compounded quarterly. In 2005, Liberty Media's compensation committee awarded Mr. Bennett a bonus of $1,000,000 to be credited to a deferred compensation account and determined to credit the account with an 8% per annum investment return, compounded quarterly. The amount in these accounts, including the investment return accrued thereon through March 31, 2008, was paid to Mr. Bennett within ten business days following March 31, 2008. Liberty Media owes Mr. Bennett no further obligations under these deferred compensation arrangements.

        Annual Option Grant.    On December 16, 2008, concurrent with the annual director grant to the nonemployee directors, Mr. Bennett received a grant of options to purchase (i) 3,800 shares of Series A Liberty Capital common stock at an exercise price equal to $3.57, which was the closing price of such stock on the grant date, (ii) 16,000 shares of Series A Liberty Interactive common stock at an exercise price equal to $2.91, which was the closing price of such stock on the grant date, and (iii) 11,600 shares of Series A Liberty Entertainment common stock at an exercise price equal to $17.69, which was the closing price of such stock on the grant date. The grant date fair value of these options for each director was $0.97, $0.94 and $4.09, respectively. These options are subject to the same terms and conditions as the annual director grant, except that they were issued under the 2007 Incentive Plan rather than the Liberty Media director plan.

67


Table of Contents

        Other.    In connection with the execution of the Merger Agreement, Liberty Media and LEI entered into a letter agreement with Mr. Bennett pursuant to which in exchange for Mr. Bennett agreeing, among other things, to (i) forbear from exercising his Liberty Entertainment stock options for a specified period and (ii) standstill and transfer restrictions with respect to his equity interests in Liberty Entertainment common stock prior to the split-off and LEI common stock following the split-off, Mr. Bennett received an initial option grant together with the right to receive certain future grants. For more information regarding this letter agreement, see "Certain Relationships and Related Transactions—DTVG Business Combination—Bennett Letter" below.


Director Compensation Table

Name(1)
  Fees Earned
or Paid in Cash
($)
  Stock
Awards
($)(2)(3)
  Option
Awards
($)(2)(3)
  Nonqualified
Deferred
Compensation
Earnings ($)
  All other
compensation ($)
  Total ($)  

Robert R. Bennett

            76,833     33,528 (4)   152,651 (5)   263,012  

Donne F. Fisher

    88,887 (7)       105,488             194,375  

Paul A. Gould

    88,887         105,488             194,375  

Evan D. Malone

    20,381 (7)       12,518             32,899  

David E. Rapley

    73,887         105,488         12,399 (6)   191,774  

M. LaVoy Robison

    73,887         105,488             179,375  

Larry E. Romrell

    63,887 (7)       105,488         12,399 (6)   181,774  

(1)
John C. Malone and Gregory B. Maffei, each of whom is a director of Liberty Media and a named executive officer, received no compensation for serving as directors of Liberty Media during 2008.

(2)
The dollar amounts recognized for financial statement purposes have been calculated in accordance with FAS 123R. For a description of the assumptions applied in these calculations, see Note 16 to Liberty Media's consolidated financial statements for the year ended December 31, 2008 (which are included in Liberty Media's Annual Report on Form 10-K as filed with the SEC on February 27, 2009 as amended by Amendment No. 1 to the Form 10-K filed on April 29, 2009).

(3)
As of December 31, 2008, Liberty Media's directors (other than Messrs. Malone and Maffei, whose stock incentive awards are listed in "Outstanding Equity Awards at Fiscal Year-End" above) held the following stock incentive awards:
 
  Robert R.
Bennett
  Donne F.
Fisher
  Paul A.
Gould
  Evan D.
Malone
  David E.
Rapley
  M. LaVoy
Robison
  Larry E.
Romrell
 

Stock Options

                                           
 

LCAPA

    5,450     8,260     8,698     4,485     8,260     8,260     8,260  
 

LCAPB

    833,993 (a)                        
 

LINTA

    22,400     35,610     37,798     19,680     35,610     35,610     35,610  
 

LINTB

    4,169,963 (b)                        
 

LMDIA

    18,200     29,440     31,192     14,070     29,440     29,440     29,440  
 

LMDIB

    3,335,972 (c)                        

SARs

                                           
 

LCAPA

    100,000     1,650     1,650         1,650     1,650     1,650  
 

LINTA

    500,000     8,250     8,250         8,250     8,250     8,250  
 

LMDIA

    400,000     6,600     6,600         6,600     6,600     6,600  

68


Table of Contents

(4)
Reflects the above-market earnings credited during 2008 to the deferred compensation accounts of Mr. Bennett. See "—Compensation of Directors—Robert R. Bennett" above.

(5)
Consists of (i) $129,162 in salary, (ii) $23,000 of matching contributions made by Liberty Media to the Liberty 401(k) Savings Plan and (iii) $489 in life insurance premiums paid by Liberty Media on behalf of Mr. Bennett, in all cases as a result of Mr. Bennett serving as an employee of Liberty Media during 2008. Mr. Bennett ceased to be an employee of Liberty Media on March 27, 2009. See "—Compensation of Directors—Robert R. Bennett" above.

(6)
Represents health insurance premiums paid by Liberty Media for the benefit of Mr. Rapley and Mr. Romrell.

(7)
Includes $22,327, $6,780 and $15,621 paid in Liberty Media common stock to Mr. Fisher, Mr. Malone and Mr. Romrell, respectively.

69


Table of Contents


Equity Compensation Plan Information

        The following table provides certain information regarding Liberty Media's equity compensation plans, as of December 31, 2008.

Plan Category
  Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights (a)(1)
  Weighted
average
exercise price
of
outstanding
options,
warrants and
rights
  Number of securities
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))(1)
 

Equity compensation plans approved by security holders:

                   

Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective February 22, 2007):

                36,976,000  
   

LCAPA

    2,387,526   $ 13.79        
   

LCAPB

    1,408,263   $ 15.20        
   

LINTA

    18,514,448   $ 20.18        
   

LINTB

    7,491,314   $ 23.41        
   

LMDIA

    9,285,988   $ 20.14        
   

LMDIB

    5,993,052   $ 21.57        

Liberty Media Corporation 2002 Nonemployee Director Incentive Plan (As Amended and Restated Effective August 15, 2007):

                2,156,000  
   

LCAPA

    58,475   $ 9.43        
   

LCAPB

               
   

LINTA

    258,181   $ 12.45        
   

LINTB

               
   

LMDIA

    208,430   $ 19.69        
   

LMDIB

               

Liberty Media Corporation 2007 Incentive Plan

                27,765,000  
   

LCAPA

    1,584,869   $ 6.43        
   

LCAPB

               
   

LINTA

    12,587,959   $ 11.11        
   

LINTB

               
   

LMDIA

    6,483,335   $ 19.23        
   

LMDIB

               

Equity compensation plans not approved by security holders—None

                   
                 
 

Total:

                   
   

LCAPA

    4,030,870              
                   
   

LCAPB

    1,408,263              
                   
   

LINTA

    31,360,588              
                   
   

LINTB

    7,491,314              
                   
   

LMDIA

    15,977,753              
                   
   

LMDIB

    5,993,052              
                   

                66,897,000  
                   

(1)
Each plan permits grants of, or with respect to, shares of any series of Liberty Media common stock, subject to a single aggregate limit.

70


Table of Contents


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

        The following table sets forth information, to the extent known by Liberty Media or ascertainable from public filings, concerning shares of Liberty Media common stock beneficially owned by each person or entity (excluding any of Liberty Media's directors and executive officers) known by Liberty Media to own more than five percent of the outstanding shares of any series of Liberty Media common stock.

        The security ownership information is given as of March 31, 2009, and, in the case of percentage ownership information, is based upon (1) 89,874,323 LCAPA shares, (2) 6,024,724 LCAPB shares, (3) 566,724,594 LINTA shares, (4) 29,402,423 LINTB shares, (5) 494,597,535 LMDIA shares and (6) 23,705,487 LMDIB shares, in each case, outstanding on that date.

Name and Address of Beneficial Owner
  Title of Class   Amount and
Nature of
Beneficial
Ownership
  Percent
of Class
(%)
  Voting
Power
(%)
 
Capital Research and Management Company   LCAPA     7,174,145 (1)   8.0     2.1  
333 South Hope Street   LCAPB                
Los Angeles, CA 90071   LINTA                
    LINTB                
    LMDIA     28,696,580 (1)   5.8        
    LMDIB                

Southeastern Asset Management, Inc. 

 

LCAPA

 

 


 

 


 

 

 

 
6410 Poplar Ave., Suite 900   LCAPB                
Memphis, TN 38119   LINTA     101,817,724 (2)   18.0     12.4  
    LINTB                
    LMDIA     114,040,792 (3)   23.1        
    LMDIB                

Longleaf Partners Fund

 

LCAPA

 

 


 

 


 

 

4.5

 
c/o Southeastern Asset Management, Inc.   LCAPB                
6410 Poplar Ave., Suite 900   LINTA     38,289,181 (2)   6.8        
Memphis, TN 38119   LINTB                
    LMDIA     40,459,818 (3)   8.2        
    LMDIB                

The Growth Fund of America, Inc. 

 

LCAPA

 

 


 

 


 

 

2.2

 
333 South Hope Street   LCAPB                
Los Angeles, CA 90071   LINTA     38,167,500 (4)   6.8        
    LINTB                
    LMDIA                
    LMDIB                

ClearBridge Advisors, LLC

 

LCAPA

 

 

10,252,032

(5)

 

11.4

 

 

2.2

 
399 Park Avenue   LCAPB                
New York, NY 10022   LINTA     27,439,601 (6)   4.9        
    LINTB                
    LMDIA                
    LMDIB                

71


Table of Contents

Name and Address of Beneficial Owner
  Title of Class   Amount and
Nature of
Beneficial
Ownership
  Percent
of Class
(%)
  Voting
Power
(%)
 

Dodge & Cox

 

LCAPA

 

 


 

 


 

 

3.3

 
555 California Street, 40th Floor   LCAPB                
San Francisco, CA 94104   LINTA     57,920,441 (7)   10.2        
    LINTB                
    LMDIA                
    LMDIB                

Comcast QVC, Inc. 

 

LCAPA

 

 

5,000,000

(8)

 

5.6

 

 

0.3

 
    LCAPB                
    LINTA                
    LINTB                
    LMDIA                
    LMDIB                

(1)
The number of shares of LCAPA is based upon the Schedule 13G/A, dated February 10, 2006, filed by Capital Research and Management Company (CRMC) with respect to the Series A common stock of Liberty Media's predecessor issuer, Old Liberty. The figures included in the Schedule 13G/A have been adjusted to reflect (i) the May 9, 2006 restructuring of Old Liberty, pursuant to which Liberty Media became the new publicly traded parent company of Old Liberty and all of the outstanding shares of Old Liberty common stock were exchanged for shares of Liberty Capital common stock and Liberty Interactive common stock (the restructuring) and (ii) the reclassification in March 2008. CRMC, as a result of acting as investment adviser to various investment companies, is deemed to be the beneficial owner of (i) 7,174,145 shares of LCAPA and (ii) 28,696,580 shares of LMDIA, but disclaims beneficial ownership pursuant to Rule 13d-4. As per the adjustment to the Schedule 13G/A figures, CRMC is estimated to have sole voting power over (i) 2,241,395 shares of LCAPA and (ii) 8,965,580 shares of LMDIA. With respect to its shares of LINTA, CRMC has filed a Schedule 13G/A dated February 13, 2008 which states that CRMC manages assets subject to reporting on Schedule 13G through two investment divisions, Capital Research Global Investors and Capital World Investors. These divisions make independent investment and proxy voting decisions and have begun filing separate ownership reports on Schedule 13G. See footnotes (5) and (6) below.

(2)
The number of shares of LINTA is based upon the Amendment No. 4 to Schedule 13G, dated February 6, 2009, filed by Southeastern Asset Management, Inc. (Southeastern) an investment advisor, Longleaf Investment Partners (Longleaf), an investment company of which Southeastern is the investment advisor, and O. Mason Hawkins, Chairman of the Board and CEO of Southeastern, with respect to shares of LINTA. All of the 101,817,724 shares of LINTA covered by the Schedule 13G/A are owned by Southeastern's investment advisory clients and none is owned directly or indirectly by Southeastern. Mr. Hawkins could be deemed to be a controlling person of Southeastern but disclaims the existence of such control. Mr. Hawkins does not own directly or indirectly any securities covered by the Schedule 13G/A. Southeastern and Mr. Hawkins disclaim beneficial ownership of the shares covered by the Schedule 13G/A pursuant to Rule 13d-4. The Schedule 13G/A states that Southeastern has sole voting power over 52,097,502 shares of LINTA, shared voting power over 38,289,181 shares of LINTA and no voting power over 11,431,041 shares of LINTA. Longleaf has shared voting power over 38,289,181 shares.

(3)
The number of shares of LMDIA is based upon the Amendment No. 2 to Schedule 13G, dated February 6, 2009, filed by Southeastern, Longleaf and O. Mason Hawkins with respect to shares of LMDIA. All of the 114,040,792 shares of LMDIA reported by Southeastern in the

72


Table of Contents

(4)
The number of shares of LINTA is based upon the Schedule 13G/A, dated December 10, 2007, filed by The Growth Fund of America, an investment company, with respect to shares of LINTA. The Schedule 13G/A states that The Growth Fund has sole voting power over 38,167,500 shares of LINTA. The Schedule 13G/A also states that The Growth Fund is advised by CRMC and an agreement between The Growth Fund and CRMC on the joint filing of Schedule 13G is filed as an exhibit.

(5)
The number of shares of LCAPA is based on the Schedule 13G/A filed on February 13, 2009 by ClearBridge Advisors, LLC, an investment advisor (ClearBridge). The Schedule 13G states that ClearBridge has sole voting power over 7,195,192 shares of LCAPA.

(6)
The number of shares of LINTA is based upon the Schedule 13G/A, dated February 10, 2009, filed by ClearBridge with respect to shares of LINTA. The Schedule 13G/A states that ClearBridge has sole voting power over 19,600,089 shares of LINTA.

(7)
The number of shares of LINTA is based upon the Schedule 13G/A, dated February 10, 2009, filed by Dodge & Cox respect to shares of LINTA. The Schedule 13G states that the aggregate amount of shares of LINTA beneficially owned by Dodge & Cox is 57,920,441. Dodge & Cox has sole voting power over 54,304,016 shares of LINTA and shared voting power over 168,275 shares of LINTA.

(8)
The number of shares of LCAPA is based upon the Schedule 13G, dated February 17, 2009, filed by Comcast QVC, Inc. (Comcast QVC), Comcast Programming Holdings, Inc. (Comcast Programming), Comcast Holdings Corporation (Comcast Holdings) and Comcast Corporation (Comcast) with respect to shares of LCAPA. The Schedule 13G states each of Comcast QVC, Comcast Programming, Comcast Holdings and Comcast have shared voting power over 5,000,000 shares of LCAPA. The Schedule 13G states that Comcast QVC is a direct wholly-owned subsidiary of Comcast Programming, which is a direct, wholly-owned subsidiary of Comcast Holdings, which is a direct, wholly-owned subsidiary of Comcast.


Security Ownership of Management

        The following table sets forth information with respect to the ownership by each of Liberty Media's directors and each of Liberty Media's named executive officers and by all of Liberty Media's directors and named executive officers as a group of shares of LCAPA, LCAPB, LINTA, LINTB, LMDIA and LMDIB. The security ownership information is given as of March 31, 2009, and, in the case of percentage ownership information, is based upon (1) 89,874,323 LCAPA shares, (2) 6,024,724 LCAPB shares, (3) 566,724,594 LINTA shares, (4) 29,402,423 LINTB shares, (5) 494,597,535 LMDIA shares, and (6) 23,705,487 LMDIB shares, in each case outstanding on that date.

        Shares of restricted stock that have been granted pursuant to Liberty Media's incentive plans are included in the outstanding share numbers provided throughout this proxy statement. Shares of common stock issuable upon exercise or conversion of options, warrants and convertible securities that were exercisable or convertible on or within 60 days after March 31, 2009, are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible

73


Table of Contents


securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of shares of LCAPB, LINTB and LMDIB, though convertible on a one-for-one basis into shares of LCAPA, LINTA and LMDIA, respectively, is reported as beneficial ownership of LCAPB, LINTB and LMDIB only, and not as beneficial ownership of LCAPA, LINTA or LMDIA. So far as is known to us, the persons indicated below have sole voting power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table.

        The number of shares indicated as owned by the following persons includes interests in shares held by the Liberty 401(k) Savings Plan as of March 31, 2009. The shares held by the trustee of the Liberty 401(k) Savings Plan for the benefit of these persons are voted as directed by such persons.

Name
  Title of
Series
  Amount and Nature of
Beneficial Ownership
  Percent
of Series
(%)
  Voting
Power
(%)
 
 
   
  (In thousands)
   
   
 

John C. Malone

  LCAPA     2,892 (1)(2)(3)(4)(5)(6)(7)   3.2     34.4  
 

Chairman of the Board

  LCAPB     6,131 (1)(5)(6)(8)   92.9        

  LINTA     4,480 (1)(2)(3)(4)(5)(6)(7)   *        

  LINTB     30,579 (1)(5)(6)(8)   93.5        

  LMDIA     3,422 (1)(2)(3)(4)(5)(6)(7)   *        

  LMDIB     24,463 (1)(5)(6)(8)   93.2        

Gregory B. Maffei

 

LCAPA

   
887

(2)(4)(5)
 
1.0
   
*
 
 

Director, President and

  LCAPB                  
 

Chief Executive Officer

  LINTA     2,174 (2)(4)(5)   *        

  LINTB                  

  LMDIA     2,023 (2)(4)(5)   *        

  LMDIB                  

Robert R. Bennett

 

LCAPA

   
441

(2)(5)(9)
 
*
   
4.7
 
 

Director

  LCAPB     834 (5)(9)   12.2        

  LINTA     853 (2)(5)(9)   *        

  LINTB     4,170 (5)(9)   12.4        

  LMDIA     1,166 (2)(5)(9)   *        

  LMDIB     3,336 (5)(9)   12.3        

Donne F. Fisher

 

LCAPA

   
21

(5)
 
*
   
*
 
 

Director

  LCAPB     28     *        

  LINTA     104 (5)   *        

  LINTB     140     *        

  LMDIA     83 (5)   *        

  LMDIB     112     *        

Paul A. Gould

 

LCAPA

   
1,089

(5)
 
1.2
   
*
 
 

Director

  LCAPB     30     *        

  LINTA     421 (5)   *        

  LINTB     150     *        

  LMDIA     323 (5)   *        

  LMDIB     120     *        

74


Table of Contents

Name
  Title of
Series
  Amount and Nature of
Beneficial Ownership
  Percent
of Series
(%)
  Voting
Power
(%)
 
 
   
  (In thousands)
   
   
 

Evan D. Malone

 

LCAPA

              *  
 

Director

  LCAPB                  

  LINTA     2     *        

  LINTB                  

  LMDIA                  

  LMDIB                  

David E. Rapley

 

LCAPA

   
6

(5)
 
*
   
*
 
 

Director

  LCAPB                  

  LINTA     30 (5)   *        

  LINTB                  

  LMDIA     26 (5)   *        

  LMDIB                  

M. LaVoy Robison

 

LCAPA

   
6

(5)
 
*
   
*
 
 

Director

  LCAPB                  

  LINTA     30 (5)   *        

  LINTB                  

  LMDIA     26 (5)   *        

  LMDIB                  

Larry E. Romrell

 

LCAPA

   
18

(5)
 
*
   
*
 
 

Director

  LCAPB                  

  LINTA     31 (5)   *        

  LINTB     1              

  LMDIA     70 (5)   *        

  LMDIB     1              

Charles Y. Tanabe

 

LCAPA

   
240

(2)(4)(5)(10)
 
*
   
*
 
 

Executive Vice President and

  LCAPB                  
 

and General Counsel

  LINTA     1,044 (2)(4)(5)(10)   *        

  LINTB                  

  LMDIA     895 (2)(4)(5)(10)   *        

  LMDIB                  

David J.A. Flowers

 

LCAPA

   
256

(2)(4)(5)
 
*
   
*
 
 

Senior Vice President and Treasurer

  LCAPB                  

  LINTA     738 (2)(4)(5)   *        

  LINTB                  

  LMDIA     680 (2)(4)(5)   *        

  LMDIB                  

Albert E. Rosenthaler

 

LCAPA

   
114

(2)(4)(5)
 
*
   
*
 
 

Senior Vice President

  LCAPB                  

  LINTA     486 (2)(4)(5)   *        

  LINTB                  

  LMDIA     418 (2)(4)(5)   *        

  LMDIB                  

75


Table of Contents

Name
  Title of
Series
  Amount and Nature of
Beneficial Ownership
  Percent
of Series
(%)
  Voting
Power
(%)
 
 
   
  (In thousands)
   
   
 

Christopher W. Shean

 

LCAPA

    105 (2)(4)(5)   *     *  
 

Senior Vice President and Controller

  LCAPB                  

  LINTA     447 (2)(4)(5)   *        

  LINTB                  

  LMDIA     389 (2)(4)(5)   *        

  LMDIB                  

All directors and executive officers as a
group (13 persons)

 

LCAPA

   
6,076

(2)(3)(4)(5)(6)(7)(9)(11)
 
6.7
   
38.3
 

  LCAPB     7,023 (5)(6)(8)(9)(11)   94.5        

  LINTA     10,839 (2)(3)(4)(5)(6)(7)(9)(11)   1.9        

  LINTB     35,040 (5)(6)(8)(9)(11)   95.0        

  LMDIA     9,521 (2)(3)(4)(5)(6)(7)(9)(11)   1.9        

  LMDIB     28,032 (5)(6)(8)(9)(11)   94.4        

*
Less than one percent

(1)
Includes 75,252 LCAPA shares, 170,471 LCAPB shares, 376,260 LINTA shares, 852,358 LINTB shares, 301,008 LMDIA shares and 681,884 LMDIB shares held by Mr. Malone's wife, Mrs. Leslie Malone, as to which shares Mr. Malone has disclaimed beneficial ownership.

(2)
Includes shares held in the Liberty 401(k) Savings Plan as follows:
 
  LCAPA   LINTA   LMDIA  

John C. Malone

    687     7,695     1,323  

Gregory B. Maffei

    1,881     4,082     4,797  

Robert R. Bennett

    2,171     8,997     8,547  

Charles Y. Tanabe

    945     7,690     2,942  

David J.A. Flowers

    1,248     9,222     4,149  

Albert E. Rosenthaler

    890     7,406     2,727  

Christopher W. Shean

    910     7,494     2,805  
               
 

Total

    8,732     52,586     27,290  
               
(3)
Includes 165 LCAPA shares, 1,000,825 LINTA shares and 660 LMDIA held by a trust with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the trust.

(4)
Includes restricted shares, none of which is vested, as follows:
 
  LCAPA   LINTA   LMDIA  

John C. Malone

    3,168     7,271     297,897  

Gregory B. Maffei

    175,565     409,699     411,026  

Charles Y. Tanabe

    43,187     102,079     114,481  

David J.A. Flowers

    19,299     44,891     57,245  

Albert E. Rosenthaler

    23,596     54,656     60,038  

Christopher W. Shean

    22,370     54,076     62,336  
               
 

Total

    287,185     672,672     1,003,023  
               
(5)
Includes beneficial ownership of shares that may be acquired upon exercise of, or which relate to, stock options and stock appreciation rights exercisable within 60 days after March 31, 2009.

76


Table of Contents

 
  LCAPA   LCAPB   LINTA   LINTB   LMDIA   LMDIB  

John C. Malone

    63,067     574,270     306,012     3,321,351     294,709     2,657,080  

Gregory B. Maffei

    365,295         1,719,081         1,463,680      

Robert R. Bennett

    101,650     833,993     506,400     4,169,963     406,600     3,335,972  

Donne F. Fisher

    6,110         27,860         24,440      

Paul A. Gould

    6,548         30,048         26,192      

David E. Rapley

    6,110         27,860         24,440      

M. LaVoy Robison

    6,110         27,860         24,440      

Larry E. Romrell

    6,110         27,860         24,440      

Charles Y. Tanabe

    173,340         836,321         694,074      

David J.A. Flowers

    132,200         644,896         529,209      

Albert E. Rosenthaler

    86,497         416,380         346,397      

Christopher W. Shean

    76,853         368,162         302,821      
                           
 

Total

    1,029,890     1,408,263     4,938,740     7,491,314     4,166,442     5,993,052  
                           
(6)
Includes 25,700 shares of LCAPA, 91,789 shares of LCAPB, 128,500 shares of LINTA, 458,946 shares of LINTB, 102,800 shares of LMDIA and 367,156 shares of LMDIB held by two trusts which are managed by an independent trustee, of which the beneficiaries are Mr. Malone's adult children and in which Mr. Malone has no pecuniary interest. Mr. Malone retains the right to substitute assets held by the trusts and has disclaimed beneficial ownership of the shares held by the trusts.

(7)
Includes 2,723,018 shares of LCAPA, 2,650,308 shares of LINTA and 2,405,310 shares of LMDIA pledged to Fidelity Brokerage Services, LLC (Fidelity) in connection with a margin loan facility extended by Fidelity to Mr. Malone.

(8)
In February 1998, in connection with the settlement of certain legal proceedings relative to the Estate of Bob Magness, the late founder and former Chairman of the Board of TCI, TCI entered into a call agreement with Mr. Malone and Mr. Malone's wife. In connection with the acquisition by AT&T Corp. (AT&T) of TCI, TCI assigned to Old Liberty its rights under this call agreement. Liberty Media succeeded to these rights in the restructuring. As a result, Liberty Media has the right, under certain circumstances, to acquire LCAPB shares, LINTB shares and LMDIB shares owned by the Malones. The call agreement also prohibits the Malones from disposing of their LCAPB shares, LINTB shares and LMDIB shares, except for certain exempt transfers (such as transfers to related parties or public sales of up to an aggregate of 5% of their shares of LCAPB, LINTB or LMDIB after conversion to shares of LCAPA, LINTA or LMDIA, respectively) and except for a transfer made in compliance with Liberty Media's call rights. The call agreement does not apply to any shares of LEI common stock that the Malones acquire in the split-off or otherwise.

(9)
Includes 212,329 LCAPA shares, 20 LCAPB shares, 299,567 LINTA shares, 100 LINTB shares, 249,316 LMDIA shares and 80 LMDIB shares owned by Hilltop Investments, LLC which is jointly owned by Mr. Bennett and his wife, Mrs. Deborah Bennett.

(10)
Includes 153 LCAPA shares, 767 LINTA shares and 612 LMDIA shares held by Mr. Tanabe's wife, Arlene Bobrow, as to which shares Mr. Tanabe has disclaimed beneficial ownership.

(11)
Includes 75,405 LCAPA shares, 170,471 LCAPB shares, 377,027 LINTA shares, 852,358 LINTB shares, 301,620 LMDIA shares and 681,884 LMDIB shares held by relatives of certain directors

77


Table of Contents

Ownership of Subsidiary Securities

        To Liberty Media's knowledge, none of Liberty Media's executive officers or directors beneficially owns any equity securities of any of its subsidiaries.


Change of Control

        Liberty Media knows of no arrangements, including any pledge by any person of Liberty Media securities, the operation of which may at a subsequent date result in a change of control of Liberty Media.

78


Table of Contents


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationships between DTVG and Liberty Media

        Liberty Media owns a 54% equity interest in DTVG. As a result of this ownership interest, presented below is a summary of the terms of certain existing relationships between DTVG and its subsidiaries, on the one hand, and Liberty Media and its subsidiaries, on the other hand.

Business Arrangements

        Programming.    DTVG's two business segments, DIRECTV Holdings LLC and its subsidiaries (which we refer to collectively as DIRECTV U.S.) and DTVLA, purchase programming created, owned or distributed by Liberty Media and its subsidiaries. DIRECTV U.S. has programming agreements with GSN, QVC and Starz Entertainment. DTVLA has programming agreements with Starz Entertainment.

        Interactive Games.    DIRECTV U.S. has an agreement with SkillJam Technologies Corporation (SkillJam) pursuant to which SkillJam has developed interactive games for DIRECTV U.S. and provides related services and support. SkillJam is a subsidiary of FUN Technologies, which was wholly owned by Liberty Media prior to the GSN/FUN transactions in April 2009. SkillJam and its parent FUN are now wholly owned subsidiaries of GSN. Liberty Media owns a 65% equity interest in GSN as of April 30, 2009.

        Payments.    The following table summarizes payments made between DIRECTV U.S. and DTVLA, on the one hand, and Liberty Media and its subsidiaries, on the other hand, with respect to the foregoing business arrangements for the period from February 27, 2008 through December 31, 2008.

 
  Payments  
 
  (in Millions)
 

DTVG

       

From Liberty Media and its subsidiaries

  $ 31  

Made to Liberty Media and its subsidiaries

  $ 264  

Arrangements Relating to the DTVG Ownership Interests

        DTVG's Amended and Restated Certificate of Incorporation (the DTV Charter) contains certain restrictions on the ability of a member of the "Purchaser Group" or a "Purchaser Successor" to acquire ownership of over 50% of DTVG's common stock. In connection with the News Exchange, Liberty Media and DTVG entered into a letter agreement dated December 21, 2006, which became effective on the consummation of the News Exchange. In this letter agreement, Liberty Media acknowledged that Liberty Media and certain other "Persons" (as defined in the DTV Charter) each constitute a "Purchaser Successor" and will accordingly be subject to the provisions of Sections 5 and 6 of Article V of the DTV Charter as well as other applicable provisions of the DTV Charter, DTVG's Amended and Restated By-Laws, and the Related Party Policies and Procedures adopted by the board or the audit committee of DTVG from time to time.

        As a result, Liberty Media, the subsidiaries of Liberty Media which hold the DTVG shares and any other applicable "Person" (Liberty Media, such subsidiaries and the other applicable Persons, collectively the Liberty Group) are prohibited from entering into any transaction or series of transactions which would result in the Liberty Group collectively owning beneficially 50% or more of DTVG's outstanding voting securities. However, this standstill provision does not apply if:

79


Table of Contents

In addition, this standstill provision will cease to apply if:

        In connection with DTVG's determination to engage in a share repurchase program, Liberty Media and DIRECTV entered into a subsequent letter agreement, dated May 6, 2008, which provided, among other things, that the shares repurchased by DTVG would continue to be deemed outstanding for purposes of the standstill provisions of the DTV Charter. The subsequent purchases by DTVG of its shares has resulted in the Liberty Group owning in excess of 50% of DTVG's outstanding shares; however, the standstill provisions of the DTV Charter have not become effective.

        Also, pursuant to the May 2008 letter agreement, Liberty Media's voting rights were limited to a specified voting interest (its voting interest on the date of this letter agreement, 47.888%), with any shares in excess thereof to be voted in the same manner as, and in the same proportion to, the votes of DTVG's shareholders other than Liberty Media. In addition, if proposed, Liberty Media will be required to vote in favor of an amendment to the DTV Charter to conform the calculation of Liberty Media's equity ownership to the method used in the May 2008 letter agreement by including shares repurchased by DTVG in the calculation of its issued and outstanding shares for purposes of the DTV Charter standstill provisions.

Separation Agreement

        On February 25, 2008, the FCC announced that it had approved the consolidated application of News Corporation, Liberty Media and DTVG to transfer de facto control, under applicable FCC regulations, of various FCC licenses and authorizations held by DTVG and its subsidiaries from News to Liberty Media, subject to certain conditions.

        As one of the conditions, the FCC is requiring that, within one year of the close of the News Exchange, all of the attributable interests connecting the separate operations in Puerto Rico of DIRECTV and of a subsidiary of LGI must be severed through divestiture or by otherwise making the interest non-attributable, in accordance with applicable FCC regulations (we refer to this as the FCC Puerto Rico Condition). LGI was not a party to the application, but John Malone is deemed to have an attributable interest (under FCC regulations) in both LGI and Liberty Media, and, upon completion of the News Exchange, is also deemed to have such an attributable interest in DTVG, due to his direct or indirect ownership interests, and positional interests, in each company.

        Since neither News Corporation nor Liberty Media may be able to satisfy the FCC Puerto Rico Condition in accordance with its terms, they had requested DTVG to agree to do so, and the parties

80


Table of Contents


negotiated the Separation Agreement summarized below. DTVG reports that it evaluated these arrangements as related-party transactions subject to review and approval by DTVG's Audit Committee in accordance with its charter and bylaws, and such request was also subject to review and approval by the Special Committee (also comprised entirely of independent directors) of the Board of Directors of DTVG which was established in August 2006 to consider any actions to be taken by DTVG in connection with the News Exchange. Such committees approved the arrangements summarized in the following paragraph.

        After the issuance of the FCC Notice, DTVG and News Corporation entered into a Separation Agreement dated as of February 26, 2008 (the Separation Agreement). Pursuant to the Separation Agreement, the subsidiary of News Corporation transferred to Liberty Media in the News Exchange agreed to make a capital contribution to DTVG in cash in the amount of $160 million. In addition, at the closing of the News Exchange, the parties entered into the other arrangements provided for in the Separation Agreement, including cost reimbursement, indemnities and commercial arrangements relating to the separation of DTVG from News Corporation. Also, DTVG agreed, subject to applicable laws, that the FCC Puerto Rico Condition would be satisfied, modified or waived within the one year period specified in the FCC Notice. In that regard, effective February 25, 2009, DTVG placed its interests in the Puerto Rico systems into a trust and appointed an independent trustee who will be required to oversee the management and operation of these systems and will have the authority, subject to certain conditions, to divest ownership of these interests.

DTVG Business Combination

        On May 3, 2009, Liberty Media and its wholly owned subsidiary LEI entered into the Merger Agreement, pursuant to which, after Liberty Media completes its previously announced split-off of LEI, LEI and DTVG will combine under a new parent company named DIRECTV. Upon completion by Liberty Media of the split-off, LEI will own certain assets and liabilities currently attributed to the Liberty Entertainment tracking stock group. LEI will be comprised of: (i) a 54% interest in DTVG, (ii) a 100% interest in Liberty Sports (iii) a 65% interest in GSN which in turn owns 100% of FUN, (iv) cash, and (v) approximately $2 billion in debt.

        Select terms of the Merger Agreement and certain related documents are summarized below.

        The Merger Agreement provides that, following the split-off, LEI and DTVG will separately merge with two subsidiaries of DIRECTV, an entity recently formed by DTVG in order to effect these transactions. As a result of the mergers, DIRECTV will become the new public parent company of DTVG and LEI. DIRECTV will issue two classes of stock: Class A, which will be publicly listed and will entitle each holder of such shares to one vote per share, and Class B, which will not be publicly listed and which will entitle each holder of such shares to 15 votes per share. The holders of the common stock of DTVG will be entitled to receive one share of DIRECTV Class A common stock for each share of DTVG common stock held. If the DTVG business combination is completed, (i) each outstanding share of Series A LEI common stock will be exchanged for 1.11111 shares of Class A common stock of DIRECTV, (ii) each share of Series B LEI common stock (other than those held by the Malones) will be exchanged for 1.11111 shares of Class A common stock of DIRECTV and (iii) in accordance with the Malone Agreement, each share of Series B LEI common stock held by the Malones will be exchanged for 1.11111 shares of Class B common stock of DIRECTV, in each case, subject to adjustment. DIRECTV will have the right to purchase DIRECTV Class B common stock owned by the Malones and certain transferees upon Mr. Malone's death for a 10% premium to the market price of the Class A common stock.

81


Table of Contents

        The Merger Agreement contains customary representations, warranties and covenants by each of Liberty Media, LEI and DTVG. After the completion of the split-off, LEI will succeed to most of Liberty Media's rights and obligations under the Merger Agreement.

        The DTVG business combination is conditioned on, among other things, (i) the receipt of the split-off approval; (ii) the receipt of the approval of the holders of Liberty Entertainment common stock (other than Mr. Malone, Mrs. Malone, certain affiliated persons and the directors and officers of Liberty Media) of the split-off, the DTVG business combination and certain related transactions; (iii) the receipt of the requisite DTVG stockholder approvals; (iv) the receipt of regulatory approvals, a private letter ruling from the IRS and opinions of tax counsel; and (iv) the completion of the split-off. The split-off is conditioned on, among other things, the receipt of the split-off approval, regulatory approvals, a private letter ruling from the IRS and opinions of tax counsel. The split-off is not conditioned on the satisfaction of the conditions to the DTVG business combination.

        DTVG and Liberty Media are subject to reciprocal "no-shop" restrictions and "force-the-vote" provisions, which require both DTVG and Liberty Media to hold stockholder meetings even if their respective boards change their recommendation.

        Either DTVG or Liberty Media may terminate the Merger Agreement if (i) the mergers have not been consummated within 12 months of signing, with a 90-day extension in the event that the only closing condition not satisfied is receipt of regulatory approvals; (ii) necessary stockholder approvals are not obtained; (iii) the board of directors of the other party makes an adverse recommendation change; or (iv) certain breaches related to closing conditions are not timely cured. Liberty Media and DTVG have reciprocal termination rights providing for a $450 million break-up fee under certain conditions and also have reciprocal expense reimbursement provisions for up to $10 million.

        Liberty Media, DIRECTV, DTVG, LEI and subsidiaries of Liberty Media that directly hold the DTVG shares beneficially owned by Liberty Media have entered into the Voting Agreement, pursuant to which Liberty Media agrees to vote shares of DTVG common stock controlled by Liberty Media in favor of the adoption of the Merger Agreement and against any alternative DIRECTV takeover proposal. Under the Voting Agreement, Liberty Media and its affiliates are also subject to a three-year non-compete agreement and a three-year standstill with respect to the equity securities of DIRECTV.

        LEI, DTVG, DIRECTV and the Malones have entered into the Malone Agreement, pursuant to which the Malones agree to, among other things:

82


Table of Contents

        The above discussion of the terms of the Merger Agreement, the Voting Agreement and the Malone Agreement is qualified by reference to the full text of these agreements which are incorporated by reference in the Form 8-K filed by Liberty Media with the SEC on May 6, 2009.

        In connection with the execution of the Merger Agreement, the parties determined that the ownership by Robert R. Bennett, a director of Liberty Media, of certain Liberty Media equity securities and his acquisition or sale of those securities could affect the tax consequences of the transactions. To address these concerns, DTVG required that Liberty Media and LEI obtain Mr. Bennett's agreement (the Bennett Agreement) to specified limitations on his ability to transfer or acquire certain securities of Liberty Media and LEI.

        The Bennett Agreement provides that prior to the earlier of the termination of the Bennett Agreement or the completion of the DTVG business combination, Mr. Bennett will not acquire or dispose of (including through derivative transactions) any shares of Liberty Entertainment common stock prior to the split-off and any shares of LEI common stock following the split-off, and Mr. Bennett will not exercise any options or SARs in respect of Liberty Entertainment common stock prior to the split-off or LEI common stock following the split-off, except that he may sell up to 750,000 LMDIA shares prior to the split-off or an adjusted number of shares of Series A LEI common stock following the split-off. Mr. Bennett also agreed that, in connection with the completion of the DTVG business combination, those of his LEI stock options which are exercisable for Series A or Series B shares, at his election, would be adjusted to be exercisable for only Class A shares of DIRECTV common stock.

        In exchange for Mr. Bennett's agreement to these limitations and restrictions, Liberty Media granted to Mr. Bennett options to purchase 500,000 shares of LMDIA at an exercise price equal to the closing market price on the fifth trading day following (but not including) the date on which the DTVG business combination was announced. These options, which were granted under the Liberty Media director plan, are immediately exercisable and fully vested and have an expiration date of February 28, 2011. In addition, if the split-off has not occurred by November 1, 2009, Liberty Media has agreed to grant to Mr. Bennett an additional option to purchase 50,000 shares of LMDIA at an exercise price equal to the closing price on the date of grant. Further, on the first day of each month after November 1, 2009, and prior to the split-off, Mr. Bennett will be granted options for an additional 50,000 shares of LMDIA at an exercise price equal to the closing price on the date of grant. All such additional options will be immediately exercisable and fully vested on the date of grant and have an expiration date of the 20th month anniversary of the grant date.

        The Bennett Agreement will terminate on the first to occur of (1) the termination of the Merger Agreement, (2) the date Mr. Bennett irrevocably waives his right to elect to receive Series B shares upon exercise of his existing Liberty Media stock options or his LEI stock options following the split-off to the extent required so that he ceases to be a "ten-percent shareholder," a "controlling shareholder," or a member of a coordinating group that is a ten-percent shareholder or a controlling shareholder of Liberty Media or LEI for certain federal income tax purposes, and (3) August 2, 2010.

83


Table of Contents


STOCKHOLDER PROPOSALS

        Liberty Media currently expects that its annual meeting of stockholders for the calendar year 2010 will be held during the second quarter of 2010. In order to be eligible for inclusion in Liberty Media's proxy materials for the 2010 annual meeting, any stockholder proposal must have been submitted in writing to Liberty Media's Corporate Secretary and received at Liberty Media's executive offices at 12300 Liberty Boulevard, Englewood, Colorado 80112, by the close of business on January 13, 2010 unless a later date is determined and announced in connection with the actual scheduling of the annual meeting. To be considered for presentation at the 2010 annual meeting, any stockholder proposal must have been received at Liberty Media's executive offices at the foregoing address on or before the close of business on April 27, 2010 or such later date as may be determined and announced in connection with the actual scheduling of the annual meeting.

        All stockholder proposals for inclusion in Liberty Media's proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act and, as with any stockholder (regardless of whether it is included in Liberty Media's proxy materials), Liberty Media's charter and bylaws and Delaware law.


ADDITIONAL INFORMATION

        We file annual, quarterly and special reports, proxy materials and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also inspect our filings at the regional offices of the SEC or over the Internet at the SEC's website at www.sec.gov. Additional information can also be found on our website at www.libertymedia.com. (Information contained on any website referenced in this proxy statement is not incorporated by reference in this proxy statement.) If you would like to receive a copy of our Annual Report on Form 10-K for the year ended December 31, 2008, or any of the exhibits listed therein, please call or submit a request in writing to Investor Relations, Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (720) 875-5408, and we will provide you with the Annual Report without charge, or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits).

84


Table of Contents


ANNEX A

FORM OF
RESTATED CERTIFICATE OF INCORPORATION
OF LIBERTY MEDIA CORPORATION

        LIBERTY MEDIA CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

ARTICLE I

NAME

        The name of the corporation is Liberty Media Corporation (the "Corporation").

ARTICLE II

REGISTERED OFFICE

        The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is the Corporation Service Company.

ARTICLE III

PURPOSE

        The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (as the same may be amended from time to time, "DGCL").

A-1


Table of Contents

ARTICLE IV

AUTHORIZED STOCK

        The total number of shares of capital stock which the Corporation will have authority to issue is twenty billion four hundred twenty-five million (20,425,000,000) shares, which will be divided into the following classes:

        (a)   twenty billion three hundred seventy-five million (20,375,000,000) shares will be of a class designated Common Stock, par value $0.01 per share ("Common Stock"), such class to be divided in series as provided in Section A of this Article IV; and

        (b)   fifty million (50,000,000) shares will be of a class designated Preferred Stock, par value $0.01 per share ("Preferred Stock"), such class to be issuable in series as provided in Section B of this Article IV.

        Upon this Certificate becoming effective pursuant to the DGCL (the "Effective Time"), (i) each share of Series A Liberty Entertainment Common Stock, par value $0.01 per share, authorized or issued and outstanding immediately prior to the Effective Time shall automatically be reclassified as one (1) share of the Corporation's Series A Liberty Starz Common Stock, par value $0.01 per share, without any action by the holder thereof, and (ii) each share of Series B Liberty Entertainment Common Stock, par value $0.01 per share, authorized or issued and outstanding immediately prior to the Effective Time shall automatically be reclassified as one (1) share of the Corporation's Series B Liberty Starz Common Stock, par value $0.01 per share, without any action by the holder thereof.

        The description of the Common Stock and the Preferred Stock of the Corporation, and the relative rights, preferences and limitations thereof, or the method of fixing and establishing the same, are as hereinafter in this Article IV set forth:

SECTION A

COMMON STOCK

        1.    General.    

        Two billion (2,000,000,000) shares of Common Stock will be of a series designated Series A Liberty Capital Common Stock (the "Series A Liberty Capital Common Stock"), seventy five million (75,000,000) shares of Common Stock will be of a series designated Series B Liberty Capital Common Stock (the "Series B Liberty Capital Common Stock"), and two billion (2,000,000,000) shares of Common Stock will be of a series designated as Series C Liberty Capital Common Stock (the "Series C Liberty Capital Common Stock" and together with the Series A Liberty Capital Common Stock and the Series B Liberty Capital Common Stock, the "Liberty Capital Common Stock"). Four billion (4,000,000,000) shares of Common Stock will be of a series designated Series A Liberty Starz Common Stock (the "Series A Liberty Starz Common Stock"), one hundred fifty million (150,000,000) shares of Common Stock will be of a series designated Series B Liberty Starz Common Stock (the "Series B Liberty Starz Common Stock"), and four billion (4,000,000,000) shares of Common Stock will be of a series designated as Series C Liberty Starz Common Stock (the "Series C Liberty Starz Common Stock" and together with the Series A Liberty Starz Common Stock and the Series B Liberty Starz Common Stock, the "Liberty Starz Common Stock"). Four billion (4,000,000,000) shares of Common Stock will be of a series designated Series A Liberty Interactive Common Stock (the "Series A Liberty Interactive Common Stock"), one hundred fifty million (150,000,000) shares of Common Stock will be of a series designated Series B Liberty Interactive Common Stock (the "Series B Liberty Interactive Common Stock"), and four billion (4,000,000,000) shares of Common Stock will be of a series designated Series C Liberty Interactive Common Stock (the "Series C Liberty Interactive Common Stock" and together with the Series A Liberty Interactive Common Stock and the Series B Liberty Interactive Common Stock, the "Liberty Interactive Common Stock").

A-2


Table of Contents

        2.    Liberty Capital Common Stock, Liberty Starz Common Stock and Liberty Interactive Common Stock.    

        Each share of Series A Liberty Capital Common Stock, Series B Liberty Capital Common Stock and Series C Liberty Capital Common Stock will, except as otherwise provided in this Section A.2., be identical in all respects and will have equal rights, powers and privileges.

        Each share of Series A Liberty Starz Common Stock, Series B Liberty Starz Common Stock and Series C Liberty Starz Common Stock will, except as otherwise provided in this Section A.2., be identical in all respects and will have equal rights, powers and privileges.

        Each share of Series A Liberty Interactive Common Stock, Series B Liberty Interactive Common Stock and Series C Liberty Interactive Common Stock will, except as otherwise provided in this Section A.2., be identical in all respects and will have equal rights, powers and privileges.

        (a)    Voting Powers.    

A-3


Table of Contents

A-4


Table of Contents

        (b)    Conversion Rights.    

A-5


Table of Contents

A-6


Table of Contents

A-7


Table of Contents

A-8


Table of Contents

A-9


Table of Contents

A-10


Table of Contents

A-11


Table of Contents

        (c)    Dividends Generally.    

A-12


Table of Contents

A-13


Table of Contents

A-14


Table of Contents

A-15


Table of Contents

A-16


Table of Contents

A-17


Table of Contents

A-18


Table of Contents

A-19


Table of Contents

        (d)    Share Distributions.    

A-20


Table of Contents

A-21


Table of Contents

A-22


Table of Contents

A-23


Table of Contents

A-24


Table of Contents

A-25


Table of Contents

A-26


Table of Contents

A-27


Table of Contents

        (e)    Redemption and Other Provisions Relating to the Liberty Capital Common Stock.    

A-28


Table of Contents

A-29


Table of Contents

A-30


Table of Contents

A-31


Table of Contents

A-32


Table of Contents

A-33


Table of Contents

A-34


Table of Contents

A-35


Table of Contents

A-36


Table of Contents

A-37


Table of Contents

A-38


Table of Contents

A-39


Table of Contents

A-40


Table of Contents

        (f)    Redemption and Other Provisions Relating to the Liberty Starz Common Stock.    

A-41


Table of Contents

A-42


Table of Contents

A-43


Table of Contents

A-44


Table of Contents

A-45


Table of Contents

A-46


Table of Contents

A-47


Table of Contents

A-48


Table of Contents

A-49


Table of Contents

A-50


Table of Contents

A-51


Table of Contents

A-52


Table of Contents

A-53


Table of Contents

A-54


Table of Contents

        (g)    Redemption and Other Provisions Relating to the Liberty Interactive Common Stock.    

A-55


Table of Contents

A-56


Table of Contents

A-57


Table of Contents

A-58


Table of Contents

A-59


Table of Contents

A-60


Table of Contents

A-61


Table of Contents

A-62


Table of Contents

A-63


Table of Contents

A-64


Table of Contents

A-65


Table of Contents

A-66


Table of Contents

A-67


Table of Contents

A-68


Table of Contents

        (h)    Liquidation and Dissolution.    

A-69


Table of Contents

        (i)    Determinations by the Board of Directors.    Any determinations made by the Board of Directors under any provision in this Section A.2. will be final and binding on all stockholders of the Corporation, except as may otherwise be required by law. In addition, if different consideration is distributed to different series of Common Stock in a Share Distribution, the determination of the Board of Directors that such Share Distribution was made on an equal per share basis will be final and binding on all stockholders of the Corporation, except as may otherwise be required by law.

        (j)    Certain Definitions.    Unless the context otherwise requires, the terms defined in this paragraph (j) will have, for all purposes of this Certificate, the meanings herein specified:

A-70


Table of Contents

A-71


Table of Contents

A-72


Table of Contents

A-73


Table of Contents

A-74


Table of Contents

A-75


Table of Contents

A-76


Table of Contents

A-77


Table of Contents

A-78


Table of Contents

A-79


Table of Contents

A-80


Table of Contents

A-81


Table of Contents

A-82


Table of Contents

A-83


Table of Contents

A-84


Table of Contents

A-85


Table of Contents

A-86


Table of Contents

Additional Defined Terms
  Section
Capital Group Distribution Subsidiary Securities   Article IV, Section A.2(e)(i)

Capital Group's Fractional Interest in the Interactive Group

 

Article IV, Section A.2(c)(iii)(A)

Capital Group's Fractional Interest in the Starz Group

 

Article IV, Section A.2(c)(ii)(A)

Capital Group Inter-Group Dividend

 

Article IV, Section A.2(c)(i)(A)

Capital Group Inter-Group Dividend Amount

 

Article IV, Section A.2(c)(i)(A)

Capital Group Inter-Group Interest Subsidiary Securities

 

Article IV, Section A.2(e)(i)

Capital Group Inter-Group Partial Redemption Election

 

Article IV, Section A.2(e)(ii)(E)(4)

Capital Group Inter-Group Redemption Amount

 

Article IV, Section A.2(e)(ii)(E)(4)

Capital Group Inter-Group Redemption Election

 

Article IV, Section A.2(e)(i)

Capital/Interactive Group Optional Conversion Ratio

 

Article IV, Section A.2(b)(vi)(B)

Capital Group Redemption Amount

 

Article IV, Section A.2(e)(ii)(B)(II)

Capital Group Redemption Shares

 

Article IV, Section A.2(e)(i)

Capital Group Redemption Stockholder Approval

 

Article IV, Section A.2(a)(v)(A)

Capital/Starz Group Optional Conversion Ratio

 

Article IV, Section A.2(b)(vii)(B)

Common Stock

 

Article IV(a)

Corporation

 

Article I

DGCL

 

Article III

Distributable Capital Group Subsidiary Securities

 

Article IV, Section A.2(e)(i)

Distributed Capital Group Subsidiary

 

Article IV, Section A.2(e)(i)

Distributable Interactive Group Subsidiary Securities

 

Article IV, Section A.2(g)(i)

Distributed Interactive Group Subsidiary

 

Article IV, Section A.2(g)(i)

Distributed Starz Group Subsidiary

 

Article IV, Section A.2(f)(i)

Distributable Starz Group Subsidiary Securities

 

Article IV, Section A.2(f)(i)

Interactive Group Distribution Subsidiary Securities

 

Article IV, Section A.2(g)(i)

A-87


Table of Contents

Additional Defined Terms
  Section
Interactive Group's Fractional Interest in the Capital Group   Article IV, Section A.2(c)(i)(A)

Interactive Group's Fractional Interest in the Starz Group

 

Article IV, Section A.2(c)(ii)(A)

Interactive Group Inter-Group Dividend

 

Article IV, Section A.2(c)(iii)(A)

Interactive Group Inter-Group Dividend Amount

 

Article IV, Section A.2(c)(iii)(A)

Interactive Group Inter-Group Interest Subsidiary Securities

 

Article IV, Section A.2(g)(i)

Interactive Group Inter-Group Partial Redemption Election

 

Article IV, Section A.2(g)(ii)(E)(4)

Interactive Group Inter-Group Redemption Amount

 

Article IV, Section A.2(g)(ii)(E)(4)

Interactive Group Inter-Group Redemption Election

 

Article IV, Section A.2(g)(i)

Interactive/Capital Group Optional Conversion Ratio

 

Article IV, Section A.2(b)(ii)(B)

Interactive/Starz Group Optional Conversion Ratio

 

Article IV, Section A.2(b)(iii)(B)

Interactive Group Redemption Amount

 

Article IV, Section A.2(g)(ii)(B)(II)

Interactive Group Redemption Shares

 

Article IV, Section A.2(g)(i)

Interactive Group Redemption Stockholder Approval

 

Article IV, Section A.2(a)(v)(C)

Liberty Capital Common Stock

 

Article IV, Section A.1

Liberty Interactive Common Stock

 

Article IV, Section A.1

Liberty Starz Common Stock

 

Article IV, Section A.1

Liquidation Unit Determination Period

 

Article IV, Section A.2(h)(ii)(A)

Preferred Stock

 

Article IV(b)

Preferred Stock Designation

 

Article IV, Section B

proceeding

 

Article V, Section E.2(a)

Series A Liberty Capital Common Stock

 

Article IV, Section A.1

Series A Liberty Interactive Common Stock

 

Article IV, Section A.1

Series A Liberty Starz Common Stock

 

Article IV, Section A.1

Series B Liberty Capital Common Stock

 

Article IV, Section A.1

Series B Liberty Interactive Common Stock

 

Article IV, Section A.1

Series B Liberty Starz Common Stock

 

Article IV, Section A.1

Series C Liberty Capital Common Stock

 

Article IV, Section A.1

Series C Liberty Interactive Common Stock

 

Article IV, Section A.1

Series C Liberty Starz Common Stock

 

Article IV, Section A.1

Starz Group Distribution Subsidiary Securities

 

Article IV, Section A.2(f)(i)

Starz Group's Fractional Interest in the Capital Group

 

Article IV, Section A.2(c)(i)(A)

A-88


Table of Contents

Additional Defined Terms
  Section
Starz Group's Fractional Interest in the Interactive Group   Article IV, Section A.2(c)(iii)(A)

Starz Group Inter-Group Dividend

 

Article IV, Section A.2(c)(ii)(A)

Starz Group Inter-Group Dividend Amount

 

Article IV, Section A.2(c)(ii)(A)

Starz Group Inter-Group Redemption Election

 

Article IV, Section A.2(f)(i)

Starz Group Inter-Group Interest Subsidiary Securities

 

Article IV, Section A.2(f)(i)

Starz/Capital Group Optional Conversion Ratio

 

Article IV, Section A.2(b)(iv)(B)

Starz/Interactive Group Optional Conversion Ratio

 

Article IV, Section A.2(b)(v)(B)

Starz Group Inter-Group Partial Redemption Election

 

Article IV, Section A.2(f)(ii)(E)(4)

Starz Group Inter-Group Redemption Amount

 

Article IV, Section A.2(f)(ii)(E)(4)

Starz Group Redemption Amount

 

Article IV, Section A.2(f)(ii)(B)(II)

Starz Group Redemption Shares

 

Article IV, Section A.2(f)(i)

Starz Group Redemption Stockholder Approval

 

Article IV, Section A.2(a)(v)(B)

        (k)    Reclassification.    The Corporation will not reclassify, subdivide or combine one series of Liberty Capital Common Stock without reclassifying, subdividing or combining each other series of Liberty Capital Common Stock on an equal per share basis. The Corporation will not reclassify, subdivide or combine one series of Liberty Starz Common Stock without reclassifying, subdividing or combining each other series of Liberty Starz Common Stock on an equal per share basis. The Corporation will not reclassify, subdivide or combine one series of Liberty Interactive Common Stock without reclassifying, subdividing or combining each other series of Liberty Interactive Common Stock on an equal per share basis.

        (l)    Transfer Taxes.    The Corporation will pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of a certificate or certificates representing any shares of capital stock and/or other securities on conversion or redemption of shares of Common Stock pursuant to this Section A.2. The Corporation will not, however, be required to pay any tax that may be payable in respect of any issue or delivery of a certificate or certificates representing any shares of capital stock in a name other than that in which the shares of Common Stock so converted or redeemed were registered and no such issue or delivery will be made unless and until the Person requesting the same has paid to the Corporation or its transfer agent the amount of any such tax, or has established to the satisfaction of the Corporation or its transfer agent that such tax has been paid.

SECTION B

PREFERRED STOCK

        The Preferred Stock may be divided and issued in one or more series from time to time, with such powers, designations, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions thereof, as will be stated and expressed in a resolution or resolutions providing for the issue of each such series adopted by the Board of Directors (a "Preferred Stock Designation"). The Board of Directors, in the Preferred Stock Designation with respect to a series of

A-89


Table of Contents


Preferred Stock (a copy of which will be filed as required by law), will, without limitation of the foregoing, fix the following with respect to such series of Preferred Stock:

        (i)    the distinctive serial designations and the number of authorized shares of such series, which may be increased or decreased, but not below the number of shares thereof then outstanding, by a certificate made, signed and filed as required by law (except where otherwise provided in a Preferred Stock Designation);

        (ii)   the dividend rate or amounts, if any, for such series, the date or dates from which dividends on all shares of such series will be cumulative, if dividends on stock of such series will be cumulative, and the relative preferences or rights of priority, if any, or participation, if any, with respect to payment of dividends on shares of such series;

        (iii)  the rights of the shares of such series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, if any, and the relative preferences or rights of priority, if any, of payment of shares of such series;

        (iv)  the right, if any, of the holders of such series to convert or exchange such stock into or for other classes or series of a class of stock or indebtedness of the Corporation or of another Person, and the terms and conditions of such conversion or exchange, including provision for the adjustment of the conversion or exchange rate in such events as the Board of Directors may determine;

        (v)   the voting powers, if any, of the holders of such series, including whether such series will be designated as a Capital Group Voting Security, a Starz Group Voting Security, an Interactive Group Voting Security and/or a Voting Security and, if so designated, the terms and conditions on which such series may vote together with the holders of any other class or series of capital stock of the Corporation;

        (vi)  the terms and conditions, if any, for the Corporation to purchase or redeem shares of such series; and

        (vii) any other relative rights, powers, preferences and limitations, if any, of such series.

        The Board of Directors is hereby expressly authorized to exercise its authority with respect to fixing and designating various series of the Preferred Stock and determining the relative rights, powers and preferences, if any, thereof to the full extent permitted by applicable law, subject to any stockholder vote that may be required by this Certificate. All shares of any one series of the Preferred Stock will be alike in every particular. Except to the extent otherwise expressly provided in the Preferred Stock Designation for a series of Preferred Stock, the holders of shares of such series will have no voting rights except as may be required by the laws of the State of Delaware. Further, unless otherwise expressly provided in the Preferred Stock Designation for a series of Preferred Stock, no consent or vote of the holders of shares of Preferred Stock or any series thereof will be required for any amendment to this Certificate that would increase the number of authorized shares of Preferred Stock or the number of authorized shares of any series thereof or decrease the number of authorized shares of Preferred Stock or the number of authorized shares of any series thereof (but not below the number of authorized shares of Preferred Stock or such series, as the case may be, then outstanding).

        Except as may be provided by the Board of Directors in a Preferred Stock Designation or by law, shares of any series of Preferred Stock that have been redeemed (whether through the operation of a sinking fund or otherwise) or purchased by the Corporation, or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes will have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reissued as part of a new series of Preferred Stock to be created by a Preferred Stock Designation or as part of any other series of Preferred Stock.

A-90


Table of Contents

ARTICLE V

DIRECTORS

SECTION A

NUMBER OF DIRECTORS

        The governing body of the Corporation will be a Board of Directors. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors, the number of directors will not be less than three (3) and the exact number of directors will be fixed by the Board of Directors by resolution. Election of directors need not be by written ballot.

SECTION B

CLASSIFICATION OF THE BOARD

        Except as otherwise fixed by or pursuant to the provisions of Article IV hereof relating to the rights of the holders of any series of Preferred Stock to separately elect additional directors, which additional directors are not required to be classified pursuant to the terms of such series of Preferred Stock, the Board of Directors will be divided into three classes: Class I, Class II and Class III. Each class will consist, as nearly as possible, of a number of directors equal to one-third (1/3) of the number of members of the Board of Directors authorized as provided in Section A of this Article V. The term of office of the initial Class I directors will expire at the annual meeting of stockholders in 2011; the term of office of the initial Class II directors will expire at the annual meeting of stockholders in 2012; and the term of office of the initial Class III directors will expire at the annual meeting of stockholders in 2010. At each annual meeting of stockholders of the Corporation the successors of that class of directors whose term expires at that meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The directors of each class will hold office until their respective successors are elected and qualified or until such director's earlier death, resignation or removal.

SECTION C

REMOVAL OF DIRECTORS

        Subject to the rights of the holders of any series of Preferred Stock, directors may be removed from office only for cause upon the affirmative vote of the holders of at least a majority of the total voting power of the then outstanding Voting Securities entitled to vote thereon, voting together as a single class.

SECTION D

NEWLY CREATED DIRECTORSHIPS AND VACANCIES

        Subject to the rights of holders of any series of Preferred Stock, vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or other cause, and newly created directorships resulting from any increase in the number of directors on the Board of Directors, will be filled only by the affirmative vote of a majority of the remaining directors then in office (even though less than a quorum) or by the sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is apportioned, and until such director's successor will have been elected and qualified or until such director's earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director, except as may be provided with respect to any additional director elected by the holders of the applicable series of Preferred Stock.

A-91


Table of Contents

SECTION E

LIMITATION ON LIABILITY AND INDEMNIFICATION

        1.     Limitation On Liability.    To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of the Corporation will not be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this paragraph 1 will be prospective only and will not adversely affect any limitation, right or protection of a director of the Corporation existing at the time of such repeal or modification.

        2.     Indemnification.

A-92


Table of Contents

        3.     Amendment or Repeal.    Any amendment, modification or repeal of the foregoing provisions of this Section E will not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

SECTION F

AMENDMENT OF BYLAWS

        In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors, by action taken by the affirmative vote of not less than 75% of the members of the Board of Directors then in office, is hereby expressly authorized and empowered to adopt, amend or repeal any provision of the Bylaws of this Corporation.

ARTICLE VI

TERM

        The term of existence of this Corporation shall be perpetual.

ARTICLE VII

STOCK NOT ASSESSABLE

        The capital stock of this Corporation shall not be assessable. It shall be issued as fully paid, and the private property of the stockholders shall not be liable for the debts, obligations or liabilities of this Corporation. This Certificate shall not be subject to amendment in this respect.

ARTICLE VIII

MEETINGS OF STOCKHOLDERS

SECTION A

ANNUAL AND SPECIAL MEETINGS

        Subject to the rights of the holders of any series of Preferred Stock, stockholder action may be taken only at an annual or special meeting. Except as otherwise provided in a Preferred Stock Designation with respect to any series of Preferred Stock or unless otherwise prescribed by law or by another provision of this Certificate, special meetings of the stockholders of the Corporation, for any purpose or purposes, will be called by the Secretary of the Corporation (i) upon the written request of the holders of not less than 662/3% of the total voting power of the then outstanding Voting Securities entitled to vote thereon or (ii) at the request of at least 75% of the members of the Board of Directors then in office.

SECTION B

ACTION WITHOUT A MEETING

        Except as otherwise provided in a Preferred Stock Designation with respect to any series of Preferred Stock, no action required to be taken or which may be taken at any annual meeting or special meeting of stockholders may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

A-93


Table of Contents

ARTICLE IX

ACTIONS REQUIRING SUPERMAJORITY STOCKHOLDER VOTE

        Subject to the rights of the holders of any series of Preferred Stock, the affirmative vote of the holders of at least 662/3% of the total voting power of the then outstanding Voting Securities entitled to vote thereon, voting together as a single class at a meeting specifically called for such purpose, will be required in order for the Corporation to take any action to authorize:

        (i)    the amendment, alteration or repeal of any provision of this Certificate or the addition or insertion of other provisions herein; provided, however, that this clause (i) will not apply to any such amendment, alteration, repeal, addition or insertion (A) as to which the laws of the State of Delaware, as then in effect, do not require the consent of this Corporation's stockholders, or (B) that at least 75% of the members of the Board of Directors then in office have approved;

        (ii)   the adoption, amendment or repeal of any provision of the Bylaws of the Corporation; provided, however, that this clause (ii) will not apply to, and no vote of the stockholders of the Corporation will be required to authorize, the adoption, amendment or repeal of any provision of the Bylaws of the Corporation by the Board of Directors in accordance with the power conferred upon it pursuant to Section F of Article V of this Certificate;

        (iii)  the merger or consolidation of this Corporation with or into any other corporation; provided, however, that this clause (iii) will not apply to any such merger or consolidation (A) as to which the laws of the State of Delaware, as then in effect, do not require the consent of this Corporation's stockholders, or (B) that at least 75% of the members of the Board of Directors then in office have approved;

        (iv)  the sale, lease or exchange of all, or substantially all, of the property or assets of the Corporation; provided, however, that this clause (iv) will not apply to any such sale, lease or exchange that at least 75% of the members of the Board of Directors then in office have approved; or

        (v)   the dissolution of the Corporation; provided, however, that this clause (v) will not apply to such dissolution if at least 75% of the members of the Board of Directors then in office have approved such dissolution.

        Nothing contained in Section A.2 of this Certificate shall in any way limit, modify or otherwise affect any voting requirement set forth in this Article IX. Any stockholder approval required pursuant to this Article IX or the DGCL will be in addition to, and not in lieu of, any approval of the holders of Liberty Capital Common Stock, Liberty Starz Common Stock or Liberty Interactive Common Stock required pursuant to Section A.2. of this Certificate.

        All rights at any time conferred upon the stockholders of the Corporation, pursuant to this Certificate are granted subject to the provisions of this Article IX."

A-94


Table of Contents

        IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation this                        day of                        , 2009.


 

 

LIBERTY MEDIA CORPORATION

 

 

By:

 

 

    Name:   Charles Y. Tanabe
    Title:   Executive Vice President and General Counsel

A-95


Table of Contents


ANNEX B

FORM OF
CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION OF LIBERTY MEDIA CORPORATION

        "Article IV, Section A.1. of the Restated Certificate shall be amended (the "Amendment") to include the following immediately following the first paragraph of such Section:

B-1


LOGO
  VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

LIBERTY MEDIA CORPORATION
C/O PROXY SERVICES
P.O. BOX 9142
FARMINGDALE, NY 11735

 

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by LIBERTY MEDIA CORPORATION in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

 

 

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

 

 

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to LIBERTY MEDIA CORPORATION, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

  KEEP THIS PORTION FOR YOUR RECORDS

 

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

LIBERTY MEDIA CORPORATION

THE BOARD OF DIRECTORS RECOMMEND A VOTE
"FOR" ITEMS 1, 2, 3 AND 4.
           

Vote on Directors

 

 

 

 

 

 
1.   ELECTION OF DIRECTORS
Nominees:
  For
All
  Withhold
All
  For All
Except
  To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
01)   Mr. Donne F. Fisher                            
02)   Mr. Gregory B. Maffei   o   o   o                
03)   Mr. M. LaVoy Robinson              
 

Vote on Proposals

 

For

 

Against

 

Abstain

2.

 

Proposal to approve the amendment and restatement of Liberty Media Corporation's Restated Certificate of Incorporation to change the name of the "Entertainment Group" to the "Starz Group" and the "Liberty Entertainment common stock" to the "Liberty Starz common stock" and make other conforming changes.

 

o

 

o

 

o

3.

 

Proposal to authorize Liberty Media Corporation's board of directors to effect a reverse stock split of the outstanding shares of Series A and Series B Liberty Capital common stock at a ratio of 1-for-3, and to authorize Liberty Media Corporation's board of directors to effect a reverse stock split of the outstanding shares of Series A and Series B Liberty Interactive common stock at a ratio of 1-for-5.

 

o

 

o

 

o

4.

 

Proposal to ratify the selection of KPMG LLP as Liberty Media Corporation's independent auditors for the fiscal year ending December 31, 2009.

 

o

 

o

 

o

 

 

The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is made, this proxy will be voted FOR items 1, 2, 3 and 4. If any other matters properly come before the meeting, or if cumulative voting is required, the person named in this proxy will vote in their discretion.

 

 

 

 

 

 

 


For address changes and/or comments, please check this box and write them on the back where indicated. o

 

 

 

 

Please indicate if you plan to attend this meeting.

 

o
Yes

 

o
No

 

Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.


Signature

 


Date

 

 

 

 

 


Signature (Joint Owners)

 


Date

LIBERTY MEDIA CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS
JUNE [25], 2009

        The undersigned hereby appoint(s) Charles Y. Tanabe and Christopher W. Shean, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Series A Liberty Interactive Common Stock, Series B Liberty Interactive Common Stock, Series A Liberty Capital Common Stock, Series B Liberty Capital Common Stock, Series A Liberty Entertainment Common Stock or Series B Liberty Entertainment Common Stock held by the undersigned at the Annual Meeting of Stockholders to be held at 9:00 a.m., Mountain Daylight Time on June [25], at the Denver South Marriott at Park Meadows, 103545 Park Meadows Drive, Littleton, Colorado 80124, and any adjournment or postponement thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked.

        THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR EACH PROPOSAL.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE

 
   

Address Changes/Comments:

   
   
 


 

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

CONTINUED AND TO BE SIGNED ON REVERSE SIDE