UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2008 |
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission file number 001-33982
(Full title of the Plan)
LIBERTY MEDIA CORPORATION
(Issuer of the securities held pursuant to the Plan)
12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of its principal executive office)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Plan Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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LIBERTY MEDIA 401(k) SAVINGS PLAN |
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By |
/s/ Christopher W. Shean |
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Christopher W. Shean |
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Member of Plan Committee |
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June 9, 2009 |
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Report of Independent Registered Public Accounting Firm
The Plan Committee
Liberty Media 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for participant benefits of the Liberty Media 401(k) Savings Plan (the Liberty Plan) as of December 31, 2008 and 2007, and the related statements of changes in net assets available for participant benefits for the years then ended. These financial statements are the responsibility of the Liberty Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for participant benefits of the Liberty Plan as of December 31, 2008 and 2007, and the changes in net assets available for participant benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2008 and schedule of reportable transactions for the year ended December 31, 2008 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Liberty Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
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KPMG LLP |
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Denver, Colorado |
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June 9, 2009 |
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1
LIBERTY MEDIA 401(k) SAVINGS PLAN
Statements of Net Assets Available
for Participant Benefits
December 31, 2008 and 2007
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2008 |
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2007 |
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amounts in thousands |
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Investments, at fair value: |
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Liberty Capital Stock Fund (notes 1 and 2) |
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$ |
1,060 |
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16,972 |
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Liberty Interactive Stock Fund (notes 1 and 2) |
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2,756 |
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13,436 |
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Liberty Entertainment Stock Fund (notes 1 and 2) |
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11,082 |
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— |
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Discovery Holding Stock Fund (note 1) |
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3,320 |
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5,155 |
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Mutual funds |
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66,187 |
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83,014 |
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Brokeragelink accounts (note 2) |
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1,976 |
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1,478 |
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86,381 |
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120,055 |
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Participant loans (note 2) |
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1,325 |
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1,158 |
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Payable for required refunds of excess contributions and earnings thereon |
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(922 |
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(1,219 |
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Net assets available for participant benefits |
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$ |
86,784 |
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119,994 |
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See accompanying notes to financial statements.
2
LIBERTY MEDIA 401(k) SAVINGS PLAN
Statements of Changes in Net Assets Available
for Participant Benefits
Years ended December 31, 2008 and 2007
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2008 |
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2007 |
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amounts in thousands |
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Contributions: |
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Employer |
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$ |
10,109 |
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8,220 |
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Participant |
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13,521 |
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11,165 |
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Rollovers |
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2,895 |
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7,184 |
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26,525 |
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26,569 |
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Net investment income (loss): |
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Net appreciation (depreciation) in fair value of investments |
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(52,650 |
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5,364 |
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Interest and dividend income |
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3,248 |
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5,506 |
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(49,402 |
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10,870 |
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Total contributions and net investment income (loss) |
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(22,877 |
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37,439 |
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Administrative expenses |
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(221 |
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(238 |
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Refund of excess contributions, net of earnings or loss thereon |
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(922 |
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(1,187 |
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Distributions to participants |
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(9,190 |
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(28,304 |
) |
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Increase (decrease) in net assets available for participant benefits |
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(33,210 |
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7,710 |
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Net assets available for participant benefits: |
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Beginning of year |
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119,994 |
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112,284 |
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End of year |
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$ |
86,784 |
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119,994 |
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See accompanying notes to financial statements.
3
LIBERTY MEDIA 401(k) SAVINGS PLAN
December 31, 2008 and 2007
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Liberty Media 401(k) Savings Plan (the “Liberty Plan”) have been prepared on the accrual basis and present the net assets available for participant benefits and the changes in those net assets. The sponsor of the Liberty Plan is Liberty Media LLC (“Liberty”), a wholly owned subsidiary of Liberty Media Corporation (“Liberty Media”).
Trust Fund Managed by Fidelity Management Trust Company (“Trustee”)
Under the terms of a trust agreement between Liberty and the Trustee, the Trustee manages a trust fund on behalf of the Liberty Plan and has been granted authority concerning purchases and sales of investments for the trust fund. The Trustee may invest up to 100% of the assets of the Liberty Plan in employer securities without regard to any fiduciary requirement to diversify Liberty Plan assets. Additionally, the Liberty Plan is allowed to invest in non-employer securities.
Fair Value Measurements
As of January 1, 2008, the Plan elected to follow Statement of Financial Accounting Standard No. 157 “Fair Value Measurements” (“SFAS No. 157”), which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under SFAS No. 157 are described below:
· Level 1
· Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
· Level 2
· Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
· Level 3
· Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Plan’s investments that are measured at fair value on a recurring basis, such as money market funds, mutual funds and equity securities, are classified within Level 1 of the fair value hierarchy. Total investments of $86,381,000 as of December 31, 2008 are classified as Level 1 assets. The fair value of these investments is valued based on quoted market prices in active markets.
Investments
The Liberty Capital Stock Fund, the Liberty Interactive Stock Fund, the Liberty Entertainment Stock Fund, and the Discovery Holding Stock Fund are unitized funds that are measured in units rather than shares. The Liberty Capital Stock Fund consists mostly of Series A Liberty Capital common stock (“LCAPA”) with an insignificant amount of cash or cash equivalents. The Liberty Interactive Stock Fund consists mostly of
4
Series A Liberty Interactive common stock (“LINTA”) with an insignificant amount of cash or cash equivalents. The Liberty Entertainment Stock Fund consists mostly of Series A Liberty Entertainment common stock (“LMDIA”) with an insignificant amount of cash or cash equivalents.
The Discovery Holding Stock Fund consists mostly of Discovery Holding Company (“DHC”) Series A common stock with an insignificant amount of cash or cash equivalents.
Investments are reflected in the accompanying financial statements at fair value. Fair value represents the closing prices at December 31, 2008 and 2007 for those securities having readily available market quotations.
The following closing market prices have been used to value investments in the Liberty Plan’s unitized stock funds:
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December 31, |
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2008 |
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2007 |
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Series A Liberty Capital common stock |
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$ |
4.71 |
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— |
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Series A Liberty Interactive common stock |
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$ |
3.12 |
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19.08 |
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Series A Liberty Entertainment common stock |
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$ |
17.48 |
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— |
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Series A DHC common stock |
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$ |
14.16 |
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25.14 |
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Series A Old Liberty Capital common stock |
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$ |
— |
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116.49 |
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(see Transactions Impacting Stock Funds below) |
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Changes in market values after the Liberty Plan’s year end are not reflected in the accompanying financial statements.
Securities and investment transactions are accounted for on the trade date. The cost basis of such shares distributed is determined using the average cost method. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis.
Transactions Impacting Stock Funds
On March 3, 2008, Liberty Media completed a reclassification of its Liberty Capital common stock (referred to as “Old Liberty Capital common stock”) whereby each share of Old Series A Liberty Capital common stock was reclassified into one share of new Series A Liberty Capital common stock and four shares of the new Series A Liberty Entertainment common stock.
On September 17, 2008, Discovery Holding Company (“DHC”) completed a transaction with Advance/Newhouse Programming Partnership whereby the following actions took place:
· DHC spun-off to its shareholders a wholly-owned subsidiary, Ascent Media Corporation (“AMC”) holding substantially all of DHC’s cash, AccentHealth and Ascent Media Corporation, except for those businesses of Ascent Media Corporation that provide sound, music, mixing, sound effects and other related post-production audio services (the “Ascent Media Spin Off”);
· Immediately following the Ascent Media Spin Off, DHC combined with a new holding company (“New DHC”), and DHC’s existing shareholders received shares of common stock of New DHC.
As a result of these transactions, DHC shareholders, including the Liberty Plan, received the following:
· 0.05 of a share of AMC Series A common stock for each share of DHC Series A common stock
5
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
· 0.50 of a share of each New DHC Series A common stock and New DHC Series C common stock for each share of DHC Series A common stock
Subsequent to these transactions, and with regards to the Liberty Plan, the Plan Committee directed the Trustee of the Plan to complete the following:
· Promptly sell the shares of AMC Series A common stock that were received in the above transaction, and invest the proceeds from that sale in the Discovery Holding Stock Fund.
· Promptly sell the shares of New DHC Series C common stock that were received in the above transaction, and invest the proceeds from that sale in the Discovery Holding Stock Fund.
Prior to November 12, 2007, the Liberty Global Stock Fund consisted mostly of Liberty Global, Inc. Series A common stock with an insignificant amount of cash or cash equivalents. Effective November 12, 2007, the Liberty Plan liquidated all holdings of the Liberty Global Stock Fund and used the proceeds to purchase shares of the Spartan International Index Fund.
Distributions to Participants
Distributions requested by participants are recorded when paid.
Income Taxes
The Internal Revenue Service (the “IRS”) has determined and informed Liberty by a letter dated June 1, 2005 (the “IRS Determination Letter”), that the Liberty Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Once qualified, the Liberty Plan is required to operate in conformity with the IRC to maintain its qualification. The Liberty Plan administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Liberty Plan’s qualified status.
Plan Expenses
Any employer contribution amounts forfeited pursuant to the terms of the Liberty Plan may be used to pay Liberty Plan expenses, except that the fees charged by the Trustee for participant loans are paid by the borrowing participant. Any additional administrative expenses of the Liberty Plan are paid by Liberty.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ significantly from those estimates.
(continued)
6
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
(2) Description of the Liberty Plan
The following description of the Liberty Plan is provided for general information purposes only. Participants should refer to the plan document for more complete information. The Liberty Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
General
The Liberty Plan is a defined contribution plan sponsored by Liberty, which enables participating employees of Liberty and its qualifying subsidiaries to receive an interest in Liberty Media and to receive benefits upon retirement. Through December 31, 2008, employees of Liberty and certain 80% or more owned subsidiaries who were at least 18 years of age and (i) had worked at least three consecutive months or (ii) had completed one year of service (as defined in the Liberty Plan document) were eligible to participate in the Liberty Plan.
Effective January 1, 2009, employees of Liberty and certain 80% or more owned subsidiaries who are at least 18 years of age are eligible to participate in the Liberty Plan immediately upon hire.
Contributions
Subject to the IRS limitations described below, participants may make (i) pre-tax contributions to the Liberty Plan of up to 75% of their compensation, as defined and/or (ii) after-tax contributions up to 10% of their compensation. Pursuant to the terms of the Liberty Plan, Liberty and its subsidiaries may make matching contributions as follows, as approved by their respective management teams:
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% of |
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Maximum |
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100% |
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10% |
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75% |
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6% |
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50% |
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4% |
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All participant contributions and employer matching contributions are subject to limitations as determined annually by the IRS. Employee pre-tax contributions and combined employee pre-tax, employee after-tax and employer match contributions per participant (excluding catch-up contributions) were limited to $15,500 and $46,000, respectively, in 2008 and $15,500 and $45,000, respectively, in 2007. Catch-up contributions, as defined in the Economic Growth and Tax Relief Reconciliation Act of 2001, are permitted for those eligible employees and are not matched by the employer. Liberty and its subsidiaries reserve the right to change the matching contribution amounts at any time.
Participants who are fully vested in their employer contributions can direct the employer contributions to any investment in the Liberty Plan. Subsequent to June 16, 2008, all employer contributions, including both vested and unvested employer contributions, can be invested in any investment in the Liberty Plan, including the brokerage link option, as directed by the participant. From March 3, 2008 to June 16, 2008, unvested employer contributions were invested 10% in the Liberty Capital Stock
(continued
7
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
Fund, 35% in the Liberty Interactive Stock Fund and 55% in the Liberty Entertainment Stock Fund. Prior to March 3, 2008 and during 2007, unvested employer contributions were invested 45% in the Liberty Capital Stock Fund and 55% in the Liberty Interactive Stock Fund, as determined by the Plan Committee. Employee contributions may be invested in any investment offered in the Liberty Plan, including the Liberty Capital Stock Fund, the Liberty Interactive Stock Fund and the Liberty Entertainment Stock Fund.
Nonparticipant-Directed Investments
As noted above, for 2007 and January 1 through June 16, 2008, employer contributions of 100% vested participants could be invested in any investment in the Liberty Plan. Subsequent to June 16, 2008, employer contributions of both vested and unvested participants can be invested in any investment in the Liberty Plan. The accompanying statements of changes in net assets available for participant benefits do not present activity based on participant-directed and nonparticipant-directed investments. Plan information about the significant components of the changes in net assets relating to the Liberty Capital Stock Fund, Liberty Interactive Stock Fund and the Liberty Entertainment Stock Fund for the years ended December 31, 2008 and 2007, including participant-directed and nonparticipant-directed investments, is as follows:
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2008 |
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2007 |
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Liberty |
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Liberty |
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Liberty |
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Liberty |
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Liberty |
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Capital |
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Interactive |
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Entertainment |
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Capital |
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Interactive |
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Stock Fund |
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Stock Fund |
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Stock Fund |
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Stock Fund |
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Stock Fund |
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amounts in thousands |
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Balance at beginning of year |
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$ |
16,972 |
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13,436 |
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— |
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17,246 |
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18,922 |
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Conversion of shares from Liberty Capital Stock Fund (see note 1) |
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(14,535 |
) |
— |
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14,535 |
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— |
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— |
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Contributions |
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|
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Employer |
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1,053 |
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2,604 |
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2,448 |
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2,631 |
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3,108 |
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Participant |
|
251 |
|
401 |
|
412 |
|
349 |
|
328 |
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Rollovers |
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13 |
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19 |
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6 |
|
96 |
|
8 |
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Interest income |
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5 |
|
15 |
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10 |
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14 |
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15 |
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Net appreciation (depreciation) in fair value of stock fund |
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(2,179 |
) |
(11,658 |
) |
(4,234 |
) |
3,303 |
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(1,231 |
) |
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Net forfeiture credit (debit) |
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55 |
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(117 |
) |
(128 |
) |
235 |
|
(143 |
) |
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Distributions to participants |
|
(460 |
) |
(622 |
) |
(631 |
) |
(5,727 |
) |
(5,875 |
) |
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Exchanges out and transfer of assets |
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(34 |
) |
(1,336 |
) |
(1,314 |
) |
(927 |
) |
(1,704 |
) |
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Net loan activity |
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(10 |
) |
15 |
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(22 |
) |
(25 |
) |
12 |
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Administrative expenses |
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(71 |
) |
(1 |
) |
— |
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(223 |
) |
(4 |
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Balance at end of year |
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$ |
1,060 |
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2,756 |
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11,082 |
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16,972 |
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13,436 |
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Rollovers
Participants may elect to rollover amounts from other qualified plans or individual retirement accounts into the Liberty Plan provided that certain conditions are met.
(continued)
8
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
Participant Accounts
Each participant’s account is credited with (a) the participant’s deferral contributions, (b) employer matching contributions, and (c) allocations of plan earnings and losses, as determined by the plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to the lesser of $50,000 or 50% of their vested account balance. Loans, other than those transferred from other plans, must be repaid within five years and bear interest at a rate equal to the prime rate of interest in effect on the day in which the loan was made plus 1%. The interest rate determined on any date will apply to all loans made after that date until an updated prime rate (plus 1%) is implemented by the Plan Committee. Loans transferred from other plans retain the repayment terms and interest rates in effect at the time of transfer. Loans are secured by the vested balance in the participant’s account. At December 31, 2008, outstanding loans had interest rates ranging from 5% to 9.25%. Principal and interest are paid ratably through monthly payroll deductions or through the use of coupon books or automatic bank draft after termination of employment. Loans are recorded at cost.
Forfeitures
Forfeitures of employer contributions (due to participants’ termination prior to full vesting) are first used to pay Liberty Plan expenses, with any excess used to reduce Liberty’s future matching contributions. Forfeitures aggregated $357,000 and $393,000 during 2008 and 2007, respectively. Forfeitures of $211,000 and $231,000 were used to pay Liberty Plan expenses during 2008 and 2007, respectively. Unused forfeitures aggregated $529,000 and $195,000 at December 31, 2008 and 2007, respectively.
Investment Options
As of December 31, 2008, the Liberty Plan has various investment options including 13 mutual funds and four unitized stock funds. The mutual funds include money market, bond and domestic and international stock funds. The stock funds range from small to large cap funds and include growth and value funds. The Liberty Plan also provides seven asset allocation funds based on target retirement dates. In addition, during 2007, the Liberty Plan began to offer a brokerage option, Brokeragelink, whereby participants can elect to invest in publicly traded stocks and mutual funds not offered directly by the Liberty Plan. A complete list of investment options can be found on Schedule 1 to this Annual Report on Form 11-K. Plan participants may change investment options and contribution percentages on a daily basis.
Benefit Payments
Distributions from the Liberty Plan may be made to a participant upon attaining the age of 59-1/2, death, total disability, financial hardship or termination of employment. Distributions and other withdrawals are processed on a daily basis.
(continued)
9
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
Vesting
Participant contributions are always fully vested. Participants acquire a vested right in employer matching contributions, other than employer contributions transferred from other plans, as follows:
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Vesting |
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Years of service |
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percentage |
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Less than 1 |
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0 |
% |
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1 year |
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33 |
% |
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2 years |
|
66 |
% |
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3 years |
|
100 |
% |
Employer matching contributions transferred from other plans vest according to the terms specified in the transferor plans.
Plan Termination
Although Liberty has not expressed any intent to terminate the Liberty Plan, it may do so at any time, subject to the provisions of ERISA. The Liberty Plan provides for full and immediate vesting of all participant rights upon termination of the Liberty Plan.
Effective April 4, 2007, and as a result of a sale of On Command Corporation, a subsidiary of Liberty, a partial plan termination occurred. In connection therewith, employees of On Command Corporation, who were active participants in the Liberty Plan on April 4, 2007, became fully vested in their employer contributions upon the partial plan termination.
Risks and Uncertainties
The Liberty Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for participant benefits.
The Liberty Plan has concentrations of investments in the Liberty Capital Stock Fund, the Liberty Interactive Stock Fund and the Liberty Entertainment Stock Fund. Changes in the values of the Liberty Capital Stock Fund, the Liberty Interactive Stock Fund and the Liberty Entertainment Stock Fund could materially impact the net assets available for participant benefits due to these concentrations.
(continued)
10
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
(3) Investments
The fair value of individual investments that represent 5% or more of the Liberty Plan’s net assets at December 31, 2008 and 2007 are as follows:
|
|
|
Fair value at |
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|
|
Investment |
|
December 31, 2008 |
|
|
|
|
|
amounts in thousands |
|
|
|
|
|
|
|
|
|
Liberty Entertainment Stock Fund |
|
$ |
11,082 |
|
|
Spartan US Equity Index |
|
$ |
5,933 |
|
|
Fidelity Equity Income |
|
$ |
5,249 |
|
|
Fidelity Retirement Money Market Account |
|
$ |
10,771 |
|
|
Baron Growth Fund |
|
$ |
4,621 |
|
|
Spartan International Index Fund |
|
$ |
6,339 |
|
|
Fidelity Investment Grade Bond Fund |
|
$ |
4,387 |
|
|
|
|
Fair value at |
|
|
|
Investment |
|
December 31, 2007 |
|
|
|
|
|
amounts in thousands |
|
|
|
|
|
|
|
|
|
Old Liberty Capital Stock Fund (note 1) |
|
$ |
16,972 |
|
|
Liberty Interactive Stock Fund |
|
$ |
13,436 |
|
|
Templeton Foreign A |
|
$ |
6,944 |
|
|
Spartan US Equity Index |
|
$ |
8,986 |
|
|
Fidelity Equity Income |
|
$ |
8,907 |
|
|
Fidelity Retirement Money Market Account |
|
$ |
7,036 |
|
|
Baron Growth Fund |
|
$ |
7,604 |
|
|
Spartan International Index Fund |
|
$ |
11,069 |
|
During the years ended December 31, 2008 and 2007, the Liberty Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
|
|
|
Years ended December 31, |
|
|||
|
|
|
2008 |
|
2007 |
|
|
|
|
|
amounts in thousands |
|
|||
|
|
|
|
|
|
|
|
|
Liberty Entertainment Stock Fund |
|
$ |
(4,234 |
) |
— |
|
|
Liberty Capital Stock Fund |
|
(2,179 |
) |
3,303 |
|
|
|
Liberty Interactive Stock Fund |
|
(11,658 |
) |
(1,231 |
) |
|
|
Liberty Global Stock Fund |
|
— |
|
2,132 |
|
|
|
Discovery Holding Stock Fund |
|
(256 |
) |
2,347 |
|
|
|
Mutual funds and Brokeragelink accounts |
|
(34,323 |
) |
(1,187 |
) |
|
|
|
|
$ |
(52,650 |
) |
5,364 |
|
(4) Related Party Transactions
Certain plan investments are shares of registered investment companies managed by the Trustee. Therefore, these transactions qualify as party-in-interest.
(continued)
11
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
(5) Subsequent Event
During the fourth quarter of 2008, the Board of Directors of Liberty Media (the “Board”) approved a plan to redeem 90% of the outstanding shares of Liberty Entertainment common stock for 100% of the outstanding shares of a newly formed subsidiary, Liberty Entertainment, Inc. (“LEI”). On May 4, 2009, the Board then announced that Liberty Media had entered into a definitive agreement to combine The DirecTV Group, Inc. with LEI, subject to shareholder approval. When and if consummated, these transactions would result in exchanges within the Liberty Plan stock funds, which would be reflected in the stock fund activity during the year ended December 31, 2009.
12
LIBERTY MEDIA 401(k) SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2008
|
Identity of |
|
Description of investment |
|
Current value at |
|
|
|
issue |
|
including par value |
|
December 31, 2008 |
|
|
|
|
|
|
|
amounts in thousands |
|
|
|
|
|
|
|
|
|
|
|
Liberty Capital Stock Fund |
|
Series A common stock, par value $0.01 per share (historical cost basis — $2,365,856) |
|
$ |
1,033 |
|
|
|
|
Cash and cash equivalents and other pending transactions |
|
27 |
|
|
|
|
|
|
|
1,060 |
|
|
|
Liberty Interactive Stock Fund |
|
Series A common stock, par value $0.01 per share (historical cost basis — $13,048,349) |
|
2,677 |
|
|
|
|
|
Cash and cash equivalents and other pending transactions |
|
79 |
|
|
|
|
|
|
|
2,756 |
|
|
|
Liberty Entertainment Stock Fund |
|
Series A common stock, par value $0.01 per share (historical cost basis — $11,151,197) |
|
10,937 |
|
|
|
|
|
Cash and cash equivalents and other pending transactions |
|
145 |
|
|
|
|
|
|
|
11,082 |
|
|
|
Discovery Holding Stock Fund |
|
Series A common stock, par value $0.01 per share (historical cost basis - $3,162,440) |
|
3,220 |
|
|
|
|
|
Cash and cash equivalents and other pending transactions |
|
100 |
|
|
|
|
|
|
|
3,320 |
|
|
|
|
|
|
|
|
|
|
|
Thornburg International Value R5 |
|
Mutual fund |
|
4,302 |
|
|
|
|
|
|
|
|
|
|
|
Spartan US Equity Index |
|
Mutual fund |
|
5,933 |
|
|
|
|
|
|
|
|
|
|
|
Spartan International Index Fund |
|
Mutual fund |
|
6,339 |
|
|
|
|
|
|
|
|
|
|
|
PIMCO High Yield Fund — Administrative Class |
|
Mutual fund |
|
1,753 |
|
|
|
|
|
|
|
|
|
|
|
ALLIANZ NFJ Small Cap Value |
|
Mutual fund |
|
3,479 |
|
|
|
|
|
|
|
|
|
|
|
Baron Growth Fund |
|
Mutual fund |
|
4,621 |
|
|
|
|
|
|
|
|
|
|
|
Davis NY Venture A |
|
Mutual fund |
|
1,980 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Retirement Money Market Account |
|
Mutual fund |
|
10,771 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity US Treasury Money Market |
|
Mutual fund |
|
21 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Equity Income |
|
Mutual fund |
|
5,249 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Investment Grade Bond Fund |
|
Mutual fund |
|
4,387 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Blue Chip Growth Fund |
|
Mutual fund |
|
2,290 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Low-Priced Stock Fund |
|
Mutual fund |
|
2,594 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Freedom Income Fund |
|
Mutual fund |
|
315 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Freedom 2000 Fund |
|
Mutual fund |
|
220 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Freedom 2010 Fund |
|
Mutual fund |
|
1,420 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Freedom 2020 Fund |
|
Mutual fund |
|
4,116 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Freedom 2030 Fund |
|
Mutual fund |
|
3,637 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Freedom 2040 Fund |
|
Mutual fund |
|
2,519 |
|
|
|
|
|
|
|
|
|
|
|
Fidelity Freedom 2050 Fund |
|
Mutual fund |
|
241 |
|
|
|
|
|
|
|
|
|
|
|
Brokeragelink accounts |
|
Brokerage option |
|
1,976 |
|
|
|
|
|
|
|
|
|
|
|
Participant loans |
|
Interest rates ranging from 5% to 9.25% with maturity dates through December, 2013 |
|
1,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
87,706 |
|
All investments are held by Fidelity Management Trust Company, Inc., which is a party-in-interest to the Liberty Plan. Liberty Media LLC is the plan sponsor, which is a party-in-interest to the Liberty Plan.
See accompanying report of independent registered public accounting firm.
13
LIBERTY MEDIA 401(k) SAVINGS PLAN
Schedule H, Line 4j - Schedule of Reportable Transactions
Year Ended December 31, 2008
amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
Purchase |
|
Sales |
|
value on |
|
|||||
|
Identity of |
|
Description |
|
Purchase |
|
Selling |
|
|
|
Net gain |
|
transaction |
|
|
|
party involved |
|
of asset |
|
price |
|
price |
|
Cost |
|
(loss) |
|
date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series of transactions, when aggregated, involving an amount in excess of 5% of the Liberty Plan’s net assets at the beginning of the year: |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Fidelity Management Trust Company |
|
**Series A Liberty Entertainment common stock |
|
$ |
13,526 |
|
— |
|
— |
|
— |
|
13,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**Series A Liberty Capital common stock |
|
— |
|
11,078 |
|
11,078 |
|
— |
|
11,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single transactions involving an amount in excess of 5% of the Liberty Plan’s net assets at the beginning of the year: |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Fidelity Management Trust Company |
|
**Series A Liberty Entertainment common stock |
|
$ |
11,078 |
|
— |
|
— |
|
— |
|
11,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**Series A Liberty Capital common stock |
|
— |
|
11,078 |
|
11,078 |
|
— |
|
11,078 |
|
|
*Represents a party-in-interest
** Includes both participant directed and non-participant directed transactions of employer match contributions.
14
Shown below are the exhibits which are filed or furnished as a part of this Report -