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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.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

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

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §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:
        
 
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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:
        
 
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    (4)   Date Filed:
        
 

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LOGO

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

July 22, 2011

Dear Stockholder:

        You are cordially invited to attend our 2011 annual meeting of stockholders to be held at 9:00 a.m., local time, on September 7, 2011, at the corporate offices of Starz, LLC, 8900 Liberty Circle, Englewood, CO 80112.

        At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.

        Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone. Alternatively, you may request a paper proxy card to complete, sign and return by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.

        Thank you for your continued support and interest in our company.

  Very truly yours,

  GRAPHIC

Gregory B. Maffei
President and Chief Executive Officer

        The Notice of Internet Availability of Proxy Materials is first being mailed on or about July 27, 2011, and the proxy materials relating to the annual meeting will first be made available on or about the same date.


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



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be Held on September 7, 2011

        NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Liberty Media Corporation to be held at 9:00 a.m., local time, on September 7, 2011, at the corporate offices of Starz, LLC, 8900 Liberty Circle, Englewood, CO 80112, telephone (720) 852-7700, to consider and vote on:

    1.
    A proposal to elect Evan D. Malone, David E. Rapley and Larry E. Romrell to continue serving as Class I members of our board until the 2014 annual meeting of stockholders or their earlier resignation or removal (the election of directors proposal);

    2.
    A proposal to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading "Executive Compensation" (the say-on-pay proposal);

    3.
    A proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the say-on-frequency proposal);

    4.
    A proposal to adopt the Liberty Media Corporation 2011 Nonemployee Director Incentive Plan (the director plan proposal);

    5.
    A proposal to amend the restated certificate of incorporation of Liberty Media Corporation to change its name to Liberty Interactive Corporation (the name change proposal); and

    6.
    A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2011 (the auditors ratification proposal).

        You may also be asked to consider and vote on such other business as may properly come before the annual meeting.

        Holders of record of our 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 Starz common stock, par value $0.01 per share, and Series B Liberty Starz common stock, par value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on July 20, 2011, the record date for the annual meeting, will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A list of stockholders entitled to vote at the annual meeting will be available at our offices in Englewood, Colorado for review by our stockholders for any purpose germane to the annual meeting for at least 10 days prior to the annual meeting.

        We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.

        Our board of directors has unanimously approved each proposal and recommends that you vote "FOR" the election of each director nominee and "FOR" each of the say-on-pay proposal, the director plan proposal, the name change proposal and the auditors ratification proposal. Our board of directors also recommends that you vote "FOR" the three year frequency option with respect to the say-on-frequency proposal.

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

        YOUR VOTE IS IMPORTANT.    Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting.

  By order of the board of directors,

 

 

 
    GRAPHIC

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

Englewood, Colorado
July 22, 2011

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

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TABLE OF CONTENTS

THE ANNUAL MEETING

    1  
 

Notice and Access of Proxy Materials

    1  
 

Electronic Delivery

    1  
 

Time, Date and Place

    1  
 

Purpose

    2  
 

Quorum

    2  
 

Who May Vote

    2  
 

Votes Required

    2  
 

Votes You Have

    3  
 

Shares Outstanding

    3  
 

Number of Holders

    3  
 

Voting Procedures for Record Holders

    3  
 

Voting Procedures for Shares Held in Street Name

    4  
 

Revoking a Proxy

    4  
 

Solicitation of Proxies

    5  
 

Other Matters to Be Voted on at the Annual Meeting

    5  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    6  
 

Security Ownership of Certain Beneficial Owners

    6  
 

Security Ownership of Management

    9  
 

Changes in Control

    13  

PROPOSALS OF OUR BOARD

    14  

PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

    14  
 

Board of Directors

    14  
 

Nominees for Election as Directors

    14  
 

Directors Whose Term Expires in 2012

    15  
 

Vote and Recommendation

    18  

PROPOSAL 2—THE SAY-ON-PAY PROPOSAL

    19  
 

Advisory Vote

    19  
 

Vote and Recommendation

    19  

PROPOSAL 3—THE SAY-ON-FREQUENCY PROPOSAL

    20  
 

Vote and Recommendation

    20  

PROPOSAL 4—THE DIRECTOR PLAN PROPOSAL

    21  
 

Liberty Media Corporation 2011 Nonemployee Director Incentive Plan

    21  
 

New Plan Benefits

    25  
 

Vote and Recommendation

    25  

PROPOSAL 5—THE NAME CHANGE PROPOSAL

    26  
 

Vote and Recommendation

    26  

PROPOSAL 6—THE AUDITORS RATIFICATION PROPOSAL

    27  
 

Audit Fees and All Other Fees

    27  
 

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

    27  
 

Vote and Recommendation

    28  

MANAGEMENT AND GOVERNANCE MATTERS

    29  
 

Executive Officers

    29  
 

Section 16(a) Beneficial Ownership Reporting Compliance

    29  
 

Code of Ethics

    30  
 

Director Independence

    30  
 

Board Composition

    30  
 

Board Leadership Structure

    30  
 

Board Role in Risk Oversight

    30  

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Committees of the Board of Directors

    31  
 

Board Meetings

    35  
 

Director Attendance at Annual Meetings

    35  
 

Stockholder Communication with Directors

    35  
 

Executive Sessions

    35  
 

Risk Assessment in Compensation Programs

    36  

EXECUTIVE COMPENSATION

    37  
 

Compensation Discussion and Analysis

    37  
 

Summary Compensation Table

    47  
 

Executive Compensation Arrangements

    49  
 

Grants of Plan-Based Awards

    53  
 

Outstanding Equity Awards at Fiscal Year-End

    54  
 

Option Exercises and Stock Vested

    59  
 

Nonqualified Deferred Compensation Plans

    60  
 

Potential Payments Upon Termination or Change-in-Control

    60  

DIRECTOR COMPENSATION

    65  
 

Nonemployee Directors

    65  
 

Director Compensation Table

    66  

EQUITY COMPENSATION PLAN INFORMATION

    68  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    69  
 

Lockerz

    69  
 

QVC

    69  

STOCKHOLDER PROPOSALS

    69  

ADDITIONAL INFORMATION

    70  

ANNEX A: Liberty Media Corporation 2011 Nonemployee Director Incentive Plan

   
A-1
 

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

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

        We are furnishing this proxy statement in connection with the board of directors' solicitation of proxies for use at our 2011 Annual Meeting of Stockholders to be held at 9:00 a.m., local time, at the corporate offices of Starz, LLC, 8900 Liberty Circle, Englewood, CO 80112, on September 7, 2011, or at any adjournment or postponement of the annual meeting. At the annual meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual Meeting of Stockholders. The proposals are described in more detail in this proxy statement. We are soliciting proxies from holders of our Series A Liberty Capital common stock, par value $0.01 per share (LCAPA), Series B Liberty Capital common stock, par value $0.01 per share (LCAPB), Series A Liberty Interactive common stock, par value $0.01 per share (LINTA), Series B Liberty Interactive common stock, par value $0.01 per share (LINTB), Series A Liberty Starz common stock, par value $0.01 per share (LSTZA), and Series B Liberty Starz common stock, par value $0.01 per share (LSTZB). We refer to LCAPA, LCAPB, LINTA, LINTB, LSTZA and LSTZB collectively as our common stock.


THE ANNUAL MEETING

Notice and Access of Proxy Materials

        We have elected, in accordance with the Securities and Exchange Commission's "Notice and Access" rule, to deliver a Notice of Internet Availability of Proxy Materials (the Notice) to our stockholders and to post our proxy statement and our annual report to our stockholders (collectively, the proxy materials) electronically. The Notice is first being mailed to our stockholders on or about July 27, 2011. The proxy materials will first be made available to our stockholders on or about the same date.

        The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet or by telephone. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.


Electronic Delivery

        Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.computershare.com/us/ecomms. You may also sign up for electronic delivery when you vote by the Internet at www.proxyvote.com, by following the prompts. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. You may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, Computershare, at 866-367-6355 (outside the United States 1-781-575-3400). Stockholders who hold shares through a bank, brokerage firm or other nominee may request electronic access by contacting their nominee.


Time, Date and Place

        The annual meeting of the stockholders is to be held at 9:00 a.m., local time, on September 7, 2011, at the corporate offices of Starz, LLC, 8900 Liberty Circle, Englewood, CO 80112.

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Purpose

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

    the election of directors proposal, to elect Evan D. Malone, David E. Rapley and Larry E. Romrell to continue serving as Class I members of our board until the 2014 annual meeting of stockholders or their earlier resignation or removal;

    the say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading "Executive Compensation";

    the say-on-frequency proposal, to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held;

    the director plan proposal, to approve the Liberty Media Corporation 2011 Nonemployee Director Incentive Plan;

    the name change proposal, to amend the restated certificate of incorporation of Liberty Media Corporation to change its name to Liberty Interactive Corporation; and

    the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2011.

        You may also be asked to consider and vote on such other business as may properly come before the annual meeting, although we are not aware at this time of any other business that might come before the annual meeting.


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 our common stock outstanding on the record date for the annual meeting 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 your proxy indicates 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 a particular proposal or proposals, 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, LSTZA and LSTZB, as recorded in our stock register as of 5:00 p.m., New York City time, on July 20, 2011 (such date and time, the record date for the annual meeting), may vote at the annual meeting or at any adjournment or postponement thereof.


Votes Required

        Each director nominee who receives a plurality of the affirmative votes of the outstanding shares of our common stock that are entitled to vote at the annual meeting and are voted in person or by proxy, voting together as a single class, will be elected to office.

        Approval of each of the say-on-pay proposal, the director plan proposal, and the auditors ratification proposal requires the affirmative vote of a majority of the aggregate voting power of the

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outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.

        The say-on-frequency proposal provides for stockholders to vote for one of three potential frequencies (every one year, two years or three years) for future say-on-pay votes. Stockholders also have the option to abstain from such vote if they do not wish to express a preference. If one of such frequencies receives the affirmative vote of a majority of the votes cast on the say-on-frequency proposal by the holders of shares of our common stock that are present, in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class, the frequency receiving such majority vote will be the frequency selected by our board of directors for future say-on-pay votes.

        Approval of the name change proposal requires the affirmative vote of a majority of the aggregate voting power of the shares of our common stock, outstanding on the record date, voting together as a single class.


Votes You Have

        At the annual meeting, holders of shares of:

    LCAPA will have one vote per share;

    LCAPB will have ten votes per share;

    LINTA will have one vote per share;

    LINTB will have ten votes per share;

    LSTZA will have one vote per share; and

    LSTZB will have ten votes per share;

in each case, that our records show are owned as of the record date.


Shares Outstanding

        As of the record date, an aggregate of 74,138,127 shares of LCAPA, 7,345,691 shares of LCAPB, 572,679,601 shares of LINTA, 29,022,021 shares of LINTB, 49,222,471 shares of LSTZA and 2,949,073 shares of LSTZB were issued and outstanding and entitled to vote at the annual meeting.


Number of Holders

        There were, as of the record date, approximately 1,800 and 100 record holders of LCAPA and LCAPB, respectively, approximately 2,800 and 100 record holders of LINTA and LINTB, respectively, and approximately 1,500 and 90 record holders of LSTZA and LSTZB, 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 our common stock as of the record date may vote in person at the annual meeting. Alternatively, they may submit a proxy by telephone or through the Internet or they may obtain a paper proxy card and complete, sign and return it. Instructions for voting by telephone or through the Internet and how to obtain a paper proxy card are printed on the Notice. Unless subsequently revoked, shares of our 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.

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        YOUR VOTE IS IMPORTANT.    It is recommended that you vote by telephone, through the Internet or by mail even if you plan to attend the annual meeting. You may change your vote at the annual meeting.

        If you submit a proxy without indicating any voting instructions as to a proposal enumerated in the Notice of Annual Meeting of Stockholders, the shares represented by the proxy will be voted "FOR" the approval of that proposal or, in the case of the say-on-frequency proposal, will be voted "FOR" the three year frequency option.

        If you submit a proxy in which you indicate that you abstain from voting as to a proposal, it will have no effect if the proposal is the election of directors proposal or the say-on-frequency proposal, and it will have the same effect as a vote "AGAINST" if the proposal is any of the other proposals.

        If you do not submit a proxy or you do not vote in person at the annual meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining whether any of the proposals is approved (assuming a quorum is present), other than the name change proposal. In this case, your shares will be counted as a vote "AGAINST" the name change 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 to vote your shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market prohibit brokers, banks and other nominees from voting shares on behalf of their clients with respect to numerous matters, including, in our case, all the proposals described in this proxy statement other than the auditors ratification proposal. Accordingly, to ensure your shares held in street name are voted on these matters, we encourage you to provide promptly specific voting instructions to your broker, bank or other nominee.

        Effect of Broker Non-Votes.    Broker non-votes are counted as shares of our common stock present and entitled to vote for purposes of determining a quorum but will have no effect on any of the proposals, other than the name change proposal. In this case, broker non-votes will be counted as a vote "AGAINST" the name change 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 how to change your vote or revoke your proxy.


Revoking a Proxy

        If you submitted a proxy prior to the start of the annual meeting, you may change your vote 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. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than 2:00 a.m., New York City time, on September 7, 2011.

        Your attendance at the annual meeting will not, by itself, revoke a prior vote or proxy from you.

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

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Solicitation of Proxies

        We are soliciting proxies by means of these proxy materials on behalf of our board of directors. In addition to this mailing, our employees may solicit proxies personally or by telephone. We will pay the cost of soliciting these proxies. We will also reimburse brokers and other nominees for their expenses in sending the Notice and, if requested, paper proxy materials to you and getting your voting instructions.


Other Matters to Be Voted on at the Annual Meeting

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

        The following table sets forth information concerning shares of our common stock beneficially owned by each person or entity (excluding any of our directors and executive officers) known by us to own more than five percent of the outstanding shares of any series of our common stock. All of such information is based on publicly available filings.

        The security ownership information is given as of June 30, 2011 and, in the case of percentage ownership information, is based upon (1) 74,131,132 LCAPA shares, (2) 7,350,225 LCAPB shares, (3) 572,645,073 LINTA shares, (4) 29,005,670 LINTB shares, (5) 49,216,947 LSTZA shares and (6) 2,953,815 LSTZB shares, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all series of common stock.

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)   9.7     0.9  
 

333 South Hope Street

  LCAPB                
 

Los Angeles, CA 90071

  LINTA                

  LINTB                

  LSTZA     2,869,658 (1)   5.8        

  LSTZB                

Southeastern Asset Management, Inc. 

 

LCAPA

   
   
   
5.7
 
 

6410 Poplar Ave., Suite 900

  LCAPB                
 

Memphis, TN 38119

  LINTA     61,585,872 (2)   10.8        

  LINTB                

  LSTZA                

  LSTZB                

Longleaf Partners Fund

 

LCAPA

   
   
   
2.3
 
 

c/o Southeastern Asset Management, Inc.

  LCAPB                
 

6410 Poplar Ave., Suite 900

  LINTA     24,460,224 (2)   4.3        
 

Memphis, TN 38119

  LINTB                

  LSTZA                

  LSTZB                

The Growth Fund of America, Inc. 

 

LCAPA

   
   
   
3.5
 
 

333 South Hope Street

  LCAPB                
 

Los Angeles, CA 90071

  LINTA     38,167,500 (3)   6.7        

  LINTB                

  LSTZA                

  LSTZB                

ClearBridge Advisors, LLC

 

LCAPA

   
5,896,099

(4)
 
8.0
   
3.1
 
 

620 8th Avenue

  LCAPB                
 

New York, NY 10018

  LINTA     27,439,601 (5)   4.8        

  LINTB                

  LSTZA                

  LSTZB                

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

Dodge & Cox

 

LCAPA

            4.3  
 

555 California Street, 40th Floor

  LCAPB                
 

San Francisco, CA 94104

  LINTA     46,320,244 (6)   8.1        

  LINTB                

  LSTZA                

  LSTZB                

Comcast QVC, Inc. 

 

LCAPA

   
5,000,000

(7)
 
6.7
   
0.5
 

  LCAPB                

  LINTA                

  LINTB                

  LSTZA                

  LSTZB                

Paulson & Co., Inc. 

 

LCAPA

   
   
   
0.3
 
 

1251 Avenue of the Americas

  LCAPB                
 

New York, NY 10020

  LINTA                

  LINTB                

  LSTZA     3,300,000 (8)   6.7        

  LSTZB                

T. Rowe Price Associates, Inc. 

 

LCAPA

   
421,513

(9)
 
0.6
   
6.5
 
 

100 E. Pratt Street

  LCAPB                
 

Baltimore, MD 21202

  LINTA     65,960,183 (10)   11.5        

  LINTB                

  LSTZA     4,140,427 (11)   8.4        

  LSTZB                

BlackRock, Inc. 

 

LCAPA

   
   
   
2.6
 
 

40 East 52nd Street

  LCAPB                
 

New York, NY 10022

  LINTA     28,417,512 (12)   5.0        

  LINTB                

  LSTZA                

  LSTZB                

(1)
Based on Amendment No. 1 to Schedule 13G, dated February 10, 2006, filed by Capital Research and Management Company (CRMC) with respect to Liberty Media's predecessor issuer, as adjusted to give effect to intervening restructuring, reclassification and split-off transactions. According to the Schedule 13G/A, CRMC acts as investment adviser to various investment companies and as a result is deemed to be the beneficial owner of 7,174,145 shares of LCAPA and 2,869,658 shares of LSTZA, but disclaims beneficial ownership of those shares pursuant to Rule 13d-4. After giving effect to the aforementioned adjustments to the Schedule 13G/A figures, Liberty Media estimates that CRMC has sole voting power over 2,241,395 shares of LCAPA and 896,580 shares of LSTZA.

(2)
Based on Amendment No. 6 to Schedule 13G, dated February 7, 2011, filed by Southeastern Asset Management, Inc. (Southeastern), an investment advisor, Longleaf Partners Fund (Longleaf), an investment company of which Southeastern is the investment advisor, and O. Mason Hawkins, Chairman of the Board and CEO of Southeastern. According to the Schedule 13G/A, all of the shares are owned by Southeastern's investment advisory clients and none is owned directly or

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    indirectly by Southeastern or Mr. Hawkins, and that while Mr. Hawkins could be deemed a controlling person of Southeastern he disclaims the existence of such control. 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 29,691,179 shares, shared voting power over 24,460,224 shares, no voting power over 7,434,469 shares, sole dispositive power over 37,125,648 shares, and shared dispositive voting power over 24,460,224 shares, while Longleaf has shared voting and dispositive power over 24,460,224 shares.

(3)
Based on the Schedule 13G, dated December 10, 2007, filed by The Growth Fund of America, an investment company (The Growth Fund), which states that The Growth Fund has sole voting power over the shares. The Schedule 13G states that The Growth Fund is advised by CRMC.

(4)
Based on Amendment No. 3 to Schedule 13G/A, dated February 11, 2011, by ClearBridge Advisors, LLC, an investment advisor (ClearBridge), which states that ClearBridge has sole voting power over 4,040,512 shares and sole dispositive power over 5,896,099 shares.

(5)
Based on Amendment No. 1 to Schedule 13G, dated February 13, 2009, filed by ClearBridge which states that ClearBridge has sole voting power over 19,600,089 shares and sole dispositive power over 27,439,601 shares.

(6)
Based on Amendment No. 3 to Schedule 13G, dated February 10, 2011, filed by Dodge & Cox, an investment advisor, which states that all of the shares are owned by Dodge & Cox's investment advisory clients. The Schedule 13G/A states that Dodge & Cox has sole voting power over 43,817,369 shares, no shared voting power and sole dispositive power over 46,320,244 shares.

(7)
Based on the Schedule 13G, dated February 17, 2009, filed by Comcast QVC, Inc., Comcast Programming Holdings, Inc., Comcast Holdings Corporation and Comcast Corporation, which states that each of such entities has shared voting power and dispositive power over such shares.

(8)
Based on the Schedule 13G, dated February 16, 2010, filed by Paulson & Co., Inc., an investment advisor (Paulson), which states that all of the shares are owned by Paulson's investment advisory clients and that Paulson has sole voting and dispositive power over such shares.

(9)
Based on Amendment No. 1 to the Schedule 13G, filed February 10, 2011 by T. Rowe Price Associates, Inc., an investment advisor (Price Associates), which states that all of the shares are owned by Price Associates' investment advisory clients and that Price Associates has sole voting power over 114,390 shares and sole dispositive power over 421,513 shares.

(10)
Based on Amendment No. 1 to the Schedule 13G, filed February 10, 2011 by Price Associates, which states that all of the shares are owned by Price Associates' investment advisory clients, and that Price Associates has sole voting power over 17,346,632 shares and sole dispositive power over 65,960,183 shares.

(11)
Based on Amendment No. 1 to the Schedule 13G, filed February 10, 2011 by Price Associates, which states that all of the shares are owned by Price Associates' investment advisory clients, and that Price Associates has sole voting power over 924,081 shares and sole dispositive power over 4,125,677 shares.

(12)
Based on Amendment No. 1 to the Schedule 13G, filed March 9, 2011, filed by BlackRock, Inc. (BlackRock) which states that BlackRock has sole voting power and sole dispositive power over 28,417,512 shares.

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Security Ownership of Management

        The following table sets forth information with respect to the ownership by each of our directors and named executive officers and by all of our directors and named executive officers as a group of shares of each series of our common stock. The security ownership information is given as of June 30, 2011, and, in the case of percentage ownership information, is based upon (1) 74,131,132 LCAPA shares, (2) 7,350,225 LCAPB shares, (3) 572,645,073 LINTA shares, (4) 29,005,670 LINTB shares, (5) 49,216,947 LSTZA shares and (6) 2,953,815 LSTZB shares, in each case, outstanding on that date. The percentage voting power is presented in the table below on an aggregate basis for all series of common stock.

        Shares of restricted stock that have been granted pursuant to our incentive plans are included in the outstanding share numbers, for purposes of the table below and 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 June 30, 2011, are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of that 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 LSTZB, though convertible on a one-for-one basis into shares of LCAPA, LINTA and LSTZA, respectively, are reported as beneficial ownership of LCAPB, LINTB and LSTZB only, and not as beneficial ownership of LCAPA, LINTA or LSTZA. So far as is known to us, the persons indicated below have sole voting and dispositive 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 persons in the table includes interests in shares held by the Liberty 401(k) Savings Plan as of June 30, 2011. 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     2,369 (1)(2)(4)(5)(6)(7)   3.2     33.7  
 

Chairman of the Board

  LCAPB     6,131 (1)(5)(8)   83.4        

  LINTA     3,199 (1)(2)(4)(5)(6)(7)   *        

  LINTB     27,708 (1)(4)(5)(8)   94.1        

  LSTZA     115 (1)(2)(3)(4)(5)(6)   *        

  LSTZB     2,446 (1)(5)(8)   82.8        

Gregory B. Maffei

 

LCAPA

   
1,239

(2)(3)(4)
 
1.7
   
*
 
 

President, Chief Executive

  LCAPB                
 

Officer and Director

  LINTA     3,703 (2)(3)(4)   *        

  LINTB                

  LSTZA     333 (2)(3)(4)   *        

  LSTZB                

Robert R. Bennett

 

LCAPA

   
116

(3)(4)(9)
 
*
   
1.2
 
 

Director

  LCAPB     834 (9)   11.4        

  LINTA     877 (3)(4)(9)   *        

  LINTB     ** (9)   *        

  LSTZA     43 (3)(4)   *        

  LSTZB     334 (9)   11.3        

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

Donne F. Fisher

  LCAPA     26 (3)(4)   *     *  
 

Director

  LCAPB     28     *        

  LINTA     128 (3)(4)   *        

  LINTB     140     *        

  LSTZA     10 (3)(4)   *        

  LSTZB     11     *        

M. Ian G. Gilchrist

 

LCAPA

   
1

(3)
 
*
   
*
 
 

Director

  LCAPB                

  LINTA     8 (3)   *        

  LINTB                

  LSTZA     ** (3)   *        

  LSTZB                

Evan D. Malone

 

LCAPA

   
6

(3)(4)
 
*
   
*
 
 

Director

  LCAPB                

  LINTA     30 (3)(4)   *        

  LINTB                

  LSTZA     2 (3)(4)   *        

  LSTZB                

David E. Rapley

 

LCAPA

   
2

(3)
 
*
   
*
 
 

Director

  LCAPB                

  LINTA     38 (3)(4)   *        

  LINTB                

  LSTZA     ** (3)   *        

  LSTZB                

M. LaVoy Robison

 

LCAPA

   
12

(3)(4)
 
*
   
*
 
 

Director

  LCAPB                

  LINTA     54 (3)(4)   *        

  LINTB                

  LSTZA     4 (3)(4)   *        

  LSTZB                

Larry E. Romrell

 

LCAPA

   
23

(3)(4)
 
*
   
*
 
 

Director

  LCAPB     **     *        

  LINTA     55 (3)(4)   *        

  LINTB     **     *        

  LSTZA     4 (3)(4)   *        

  LSTZB     **     *        

Andrea L. Wong

 

LCAPA

   
**

(3)
 
*
   
*
 
 

Director

  LCAPB                

  LINTA     6 (3)   *        

  LINTB                

  LSTZA     ** (3)   *        

  LSTZB                

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

Charles Y. Tanabe

  LCAPA     55 (2)(3)(4)   *     *  
 

Executive Vice President and

  LCAPB                
 

General Counsel

  LINTA     723 (2)(3)(4)   *        

  LINTB                

  LSTZA     20 (2)(3)(4)   *        

  LSTZB                

David J.A. Flowers

 

LCAPA

   
212

(2)(3)(4)
 
*
   
*
 
 

Senior Vice President and Treasurer

  LCAPB                

  LINTA     639 (2)(3)(4)   *        

  LINTB                

  LSTZA     28 (2)(3)(4)   *        

  LSTZB                

Albert E. Rosenthaler

 

LCAPA

   
22

(2)(3)(4)
 
*
   
*
 
 

Senior Vice President

  LCAPB                

  LINTA     651 (2)(3)(4)   *        

  LINTB                

  LSTZA     9 (2)(3)(4)   *        

  LSTZB                

Christopher W. Shean

 

LCAPA

   
24

(2)(3)(4)
 
*
   
*
 
 

Senior Vice President and

  LCAPB                
 

Controller

  LINTA     604 (2)(3)(4)   *        

  LINTB                

  LSTZA     33 (2)(3)(4)   *        

  LSTZB                

All directors and executive officers as a group (14 persons)

 

LCAPA

   
4,106

(1)(2)(3)(4)(5)(6)(7)(9)
 
5.5
   
35.6
 

  LCAPB     6,993 (1)(5)(8)(9)   95.1        

  LINTA     10,716 (1)(2)(3)(4)(5)(6)(7)(9)   1.8        

  LINTB     27,849 (1)(4)(5)(8)(9)   94.5        

  LSTZA     606 (1)(2)(3)(4)(5)(6)   1.2        

  LSTZB     2,791 (1)(5)(8)(9)   94.5        

*
Less than one percent

**
Less than 1,000 shares

(1)
Includes 75,252 LCAPA shares, 170,471 LCAPB shares, 376,260 LINTA shares, 852,238 LINTB shares, 30,100 LSTZA shares and 68,188 LSTZB shares held by Mr. Malone's wife, Mrs. Leslie Malone, as to which shares Mr. Malone has disclaimed beneficial ownership.

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

 
  LCAPA   LINTA   LSTZA  

John C. Malone

    550     8,237     720  

Gregory B. Maffei

    2,343     5,705     3,665  

Charles Y. Tanabe

    908     8,599     565  

David J.A. Flowers

    1,412     15,382     1,539  

Albert E. Rosenthaler

    1,002     12,126     1,174  

Christopher W. Shean

    3,794     8,224     314  
               
 

Total

    10,009     58,273     7,977  
               
(3)
Includes restricted shares, none of which is vested, as follows:

 
  LCAPA   LINTA   LSTZA  

John C. Malone

            11,408  

Gregory B. Maffei

    37,406     112,963     17,057  

Robert R. Bennett

    1,255     8,025     725  

Donne F. Fisher

    1,255     8,025     725  

M. Ian G. Gilchrist

    1,255     8,025     725  

Evan D. Malone

    1,255     8,025     725  

David E. Rapley

    1,255     8,025     725  

M. LaVoy Robison

    1,255     8,025     725  

Larry E. Romrell

    1,255     8,025     725  

Andrea L. Wong

    990     6,405     575  

Charles Y. Tanabe

    8,784     25,681     4,462  

David J.A. Flowers

    4,185     12,948     2,395  

Albert E. Rosenthaler

    4,944     14,599     2,435  

Christopher W. Shean

    4,427     12,886     2,337  
               
 

Total

    69,521     241,657     45,744  
               
(4)
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 June 30, 2011.

 
  LCAPA   LINTA   LINTB   LSTZA  

John C. Malone

    47,006     562,033     450,000     19,282  

Gregory B. Maffei

    712,083     3,170,147         287,254  

Robert R. Bennett

    105,450     522,400         41,820  

Donne F. Fisher

    9,910     43,860         3,604  

Evan D. Malone

    4,485     19,680         1,407  

David E. Rapley

        27,860          

M. LaVoy Robison

    9,910     43,860         3,604  

Larry E. Romrell

    9,910     43,860         3,604  

Charles Y. Tanabe

    10,870     615,115         10,587  

David J.A. Flowers

    95,327     548,793         20,359  

Albert E. Rosenthaler

    6,851     598,654         3,459  

Christopher W. Shean

    5,791     531,173         27,686  
                   
 

Total

    1,017,593     6,727,435     450,000     422,666  
                   
(5)
Includes 25,700 shares of LCAPA, 91,789 shares of LCAPB, 128,500 shares of LINTA, 458,946 shares of LINTB, 10,280 shares of LSTZA and 36,715 shares of LSTZB held by two trusts which

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    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.

(6)
Includes 2,249,872 shares of LCAPA, 2,122,902 shares of LINTA and 43,347 shares of LSTZA pledged to Fidelity Brokerage Services, LLC (Fidelity) in connection with a margin loan facility extended by Fidelity to Mr. Malone.

(7)
Includes 622 shares of LCAPA and 1,427 shares of LINTA pledged to Bank of America in connection with a loan facility extended 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 Tele-Communications, Inc. (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 Liberty Media's predecessor its rights under this call agreement. Liberty Media has since succeeded to these rights. As a result, Liberty Media has the right, under certain circumstances, to acquire LCAPB shares, LINTB shares and LSTZB shares owned by the Malones. The call agreement also prohibits the Malones from disposing of their LCAPB shares, LINTB shares and LSTZB 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 LSTZB after conversion to shares of LCAPA, LINTA or LSTZA, respectively) and except for transfers made in compliance with Liberty Media's call rights.

(9)
Includes 6,986 LCAPA shares, 157,365 LCAPB shares, 299,567 LINTA shares, 100 LINTB shares, and 68,509 LSTZB shares owned by Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his wife, Deborah Bennett.

    Ownership of Subsidiary Securities

        As of June 30, 2011, Gregory B. Maffei owns approximately 15% of Lockerz, Inc., an investee in which Liberty Media owns approximately 39%. If the third round of financing in which Lockerz is currently engaged is fully subscribed, Mr. Maffei is expected to own approximately 14% of Lockerz, and Liberty Media is expected to own approximately 37% of Lockerz. See "Certain Relationships and Related Transactions—Lockerz."

        To our knowledge, no other executive officer or director of our company beneficially owns any equity securities of any of our subsidiaries.


Changes in Control

        We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.

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PROPOSALS OF OUR BOARD

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


PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

Board of Directors

        Our board of directors currently consists of ten directors, divided among three classes. Our Class I directors, whose term will expire at the annual meeting, are Evan D. Malone, David E. Rapley and Larry E. Romrell. These directors are nominated for election to our board to continue to serve as Class I directors, and we have been informed that each of Messrs. Malone, Rapley and Romrell are willing to continue to serve as directors of our company. The term of the Class I directors who are elected at the annual meeting will expire at the annual meeting of our stockholders in the year 2014. Our Class II directors, whose term will expire at the annual meeting of our stockholders in the year 2012, are Donne F. Fisher, Gregory B. Maffei and M. LaVoy Robison. Our Class III directors, whose term will expire at the annual meeting of our stockholders in the year 2013, are John C. Malone, Robert R. Bennett, M. Ian G. Gilchrist and Andrea L. Wong.

        If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the board of directors.

        The following lists the three nominees for election as directors at the annual meeting and the seven directors of our company whose term of office will continue after the annual meeting, and includes as to each person how long such person has been a director of our company, such person's professional background, other public company directorships and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of our board of directors. All positions referenced in the table below with our company include, where applicable, positions with our predecessors. The number of shares of our common stock beneficially owned by each director, as of June 30, 2011, 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

    Evan D. Malone

    Professional Background:  Dr. Malone has served as a director of our company since August 2008. He has served as President of NextFab Studio, LLC, a high-tech workshop offering technical training, consulting, and product design and prototyping services, since June 2009 and 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. He also is a founding member of Jet Wine Bar, LLC, a start-up company in Philadelphia which began operations in 2010.

    Other Public Company Directorships:  None.

    Age:  40

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    Board Membership Qualifications:  Dr. Malone, our youngest director, brings an applied science and engineering perspective to our board. Dr. Malone's perspectives assist our board in developing business strategies and adapting to technological changes facing the industries in which we compete. In addition, his entrepreneurial experience assists our board in evaluating strategic opportunities.

    David E. Rapley

    Professional Background:  Mr. Rapley has served as a director of our company since July 2002, having previously served as a director during 1994. Mr. Rapley founded Rapley Engineering Services, Inc. (RESI) and served as its CEO and President from 1985 to 1998. Mr. Rapley also served as Executive Vice President of Engineering of VECO Corp. Alaska (a company that acquired RESI in 1998) from January 1998 to December 2001. Mr. Rapley has served as the President and Chief Executive Officer of Rapley Consulting, Inc. since January 2000.

    Other Public Company Directorships:  Mr. Rapley has served as a director of Liberty Global, Inc. (LGI) since June 2005 and served as a director of its predecessor, Liberty Media International, Inc. (LMI), from May 2004 to June 2005.

    Age:  70

    Board Membership Qualifications:  Mr. Rapley brings to our board the unique perspective of his lifelong career as an engineer. The industries in which we compete are heavily dependent on technology, which continues to change and advance. Mr. Rapley's perspectives assist our board in adapting to these changes and developing strategies for our businesses.

    Larry E. Romrell

    Professional Background:  Mr. Romrell has served as a director of our company since March 1999. Mr. Romrell held numerous executive positions with our former parent company, Tele-Communications, Inc. (TCI), from 1991 to 1999. Previously, Mr. Romrell held various executive positions with Westmarc Communications, Inc.

    Other Public Company Directorships:  Mr. Romrell has served as a director of LGI since June 2005 and served as a director of its predecessor, LMI, from May 2004 to June 2005.

    Age:  71

    Board Membership Qualifications:  Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our board and is an important resource on the management and operations of companies in the media and telecommunications sector.


Directors Whose Term Expires in 2012

    Donne F. Fisher

    Professional Background:  Mr. Fisher has served as a director of our company since October 2001. Mr. Fisher has served as President of Fisher Capital Partners, Ltd., a venture capital partnership, since December 1991. Mr. Fisher also 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.

    Other Public Company Directorships:  Mr. Fisher served as a director of General Communication, Inc. from 1980 to December 2005 and as a director of LMI from May 2004 to June 2005. Mr. Fisher was also Chairman of the Board of General Communication, Inc. from June 2002 to December 2005.

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    Age:  73

    Board Membership Qualifications:  Mr. Fisher brings extensive industry experience to our board and a critical perspective on our business, having held several executive positions over many years with TCI, our former parent company. In addition, Mr. Fisher's financial expertise includes a focus on venture capital investment, which is different from the focus of our other board members and helpful to our board in formulating investment objectives and determining the growth potential of businesses both within our company and those that the board evaluates for investment purposes.

    Gregory B. Maffei

    Professional Background:  Mr. Maffei has served as a director of our company since November 2005, and as our Chief Executive Officer and President since February 2006. He also served as our CEO-Elect from November 2005 through February 2006. Prior to joining our company, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation during 2005 and as Chairman and Chief Executive Officer of 360networks Corporation from 2000 until 2005. Previously, Mr. Maffei was the Chief Financial Officer of Microsoft Corporation from 1997 to 2000.

    Other Public Company Directorships:  Mr. Maffei has served as a director of Electronic Arts, Inc. since June 2003, as a director of Zillow, Inc. since May 2005, as a director of Sirius XM Radio Inc. (Sirius) since March 2009, and as a director of Live Nation Entertainment, Inc. (Live Nation) since February 2011. Mr. Maffei served as a director of DIRECTV from November 2009 to June 2010 and as a director of its predecessor, The DirecTV Group, Inc. (DTVG), from February 2008 to November 2009. Mr. Maffei served as a director of Expedia, Inc. from 1999 to 2003, and as a director of Starbucks Corporation from 1999 to 2006. Mr. Maffei was also Chairman of the Board of Expedia, Inc. from 1999 to 2002.

    Age:  51

    Board Membership Qualifications:  Mr. Maffei brings to our board significant financial and operational experience based on his senior policy making positions at our company, Oracle, 360networks and Microsoft and his other public company board experience. He provides our board with an executive and leadership perspective on the operations and management of large public companies and risk management principles.

    M. LaVoy Robison

    Professional Background:  Mr. Robison has served as a director of our company since June 2003. Mr. Robison served as the executive director of The Anschutz Foundation, a private foundation, from January 1998 to November 2010, and has served as a board member of this foundation since January 1998. Prior to that position, he was a partner for over 25 years with KPMG, having served at one point as that firm's audit partner for our former parent TCI.

    Other Public Company Directorships:  Mr. Robison has served as a director of Discovery Communications, Inc. (Discovery) since September 2008 and served as a director of its predecessor Discovery Holding Company (DHC) from May 2005 to September 2008. Mr. Robison served as a director of LMI from June 2004 to June 2005.

    Age:  75

    Board Membership Qualifications:  Mr. Robison brings to our board extensive experience in public accounting and auditing, having spent more than two decades as a partner with KPMG and its predecessor Peat, Marwick, Mitchell & Co., including serving as an SEC reviewing

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      partner. He provides our board with an executive and leadership perspective on financial reporting and accounting oversight of large public companies.


Directors Whose Term Expires in 2013

    Robert R. Bennett

    Professional Background:  Mr. Bennett has served as a director of our company since September 1994. Mr. Bennett serves as Managing Director of Hilltop Investments LLC, a private investment company. Mr. Bennett served as the Chief Executive Officer of our company from April 1997 to August 2005 and its President from April 1997 to February 2006 and held various executive positions with our company from 1994 to 1997.

    Other Public Company Directorships:  Mr. Bennett has served as a director of Discovery since September 2008 and served as a director of DHC from May 2005 to September 2008. Mr. Bennett also served as a director of LMI, from March 2004 through June 2005, as a director of UnitedGlobalCom, Inc. (UGC), now a subsidiary of LGI, from January 2002 to June 2005 and as a director of OpenTV Corp. from August 2002 to January 2007. Mr. Bennett has served as a director of Sprint Nextel Corporation since October 2006 and Demand Media, Inc. since January 2011.

    Age:  53

    Board Membership Qualifications:  Mr. Bennett brings to our board in-depth knowledge of the media and telecommunications industry generally and our company specifically. He has experience in significant leadership positions with our company, especially as a past CEO and President, and provides our company with strategic insights. Mr. Bennett also has an in-depth understanding of finance, and has held various financial management positions during the course of his career.

    M. Ian G. Gilchrist

    Professional Background:  Mr. Gilchrist has served as a director of our company since July 2009. Mr. Gilchrist held various officer positions including Managing Director at Citigroup/Salomon Brothers from 1995 to 2008, CS First Boston Corporation from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated from 1976 to 1982. Previously, he worked in the venture capital field and as an investment analyst.

    Other Public Company Directorships:  None.

    Age:  61

    Board Membership Qualifications:  Mr. Gilchrist's field of expertise is in the media and telecommunications sector, having been involved with companies in this industry during much of his 32 years as an investment banker. Mr. Gilchrist brings to our board significant financial expertise and a unique perspective on our company and industry. He is also an important resource on the financial service firms that we engage from time to time.

    John C. Malone

    Professional Background:  Mr. Malone has served as the Chairman of the Board and a director of our company since its inception in 1994. Mr. Malone also served as our Chief Executive Officer from August 2005 to February 2006. Mr. Malone served as Chairman of the Board of TCI, a cable television company that was our former parent company, from November 1996 until

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      March 1999, when it was acquired by AT&T, and as Chief Executive Officer of TCI from January 1994 to March 1997.

    Other Public Company Directorships:  Mr. Malone has served as Chairman of the Board of LGI since June 2005. Previously, he served as Chairman of the Board of LGI's predecessor, LMI, from March 2004 to June 2005, as Chairman of the Board of DIRECTV from November 2009 to June 2010 and as Chairman of the Board of DIRECTV's predecessor, DTVG, from February 2008 to November 2009. He has served as a director of Discovery since September 2008 and served as Chairman of the Board of its predecessor, DHC, from March 2005 to September 2008, and as a director of DHC from May 2005 to September 2008. Mr. Malone served as a director of UGC from January 2002 to June 2005. Mr. Malone has served as a director of (i) Expedia, Inc. since August 2005, (ii) Sirius since April 2009, and (iii) Ascent Media Corporation since January 2010. Mr Malone served as a director of (i) Live Nation from January 2010 to February 2011, (ii) InterActiveCorp from May 2006 to June 2010, (iii) the Bank of New York Company, Inc. from June 2005 to April 2007 and (iv) Cablevision Systems Corp. from March 2005 to June 2005.

    Age:  70

    Board Membership Qualifications:  Mr. Malone, as President of TCI, co-founded our company and is considered one of the preeminent figures in the media and telecommunications industry. He is well known for his sophisticated problem solving and risk assessment skills.

    Andrea L. Wong

    Professional Background:  Ms. Wong has served as a director of our company since April 2010. Ms. Wong served as President and CEO of Lifetime Entertainment Services from 2007 to April 2010. She previously served in a variety of roles with ABC, Inc., a subsidiary of The Walt Disney Company, from 1993 to 2007, most notably as an Executive Vice President from 2003 to 2007. Previously, she worked in the areas of corporate planning and high-yield finance. Ms. Wong serves on the advisory boards of several media and entertainment societies and organizations.

    Other Public Company Directorships:  None.

    Age:  44

    Board Membership Qualifications:  Ms. Wong brings to our board significant experience in the media and entertainment industry, having an extensive background in media programming across a variety of platforms, as well as executive and leadership experience with the management and operation of companies in the entertainment sector. Her experience with programming development, brand enhancement and marketing brings a pragmatic and unique perspective to our board. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our board.


Vote and Recommendation

        A plurality of the affirmative votes of the outstanding shares of our common stock that are entitled to vote at the annual meeting and are voted in person or by proxy, voting together as a single class, is required to elect each of Dr. Malone and Messrs. Rapley and Romrell as Class I members of our board of directors.

        Our board of directors unanimously recommends a vote "FOR" the election of each nominee to our board of directors.

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PROPOSAL 2—THE SAY-ON-PAY PROPOSAL

        We are providing our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as described below in accordance with recently adopted amendments to Section 14A of the Securities Exchange Act of 1934 (the Exchange Act). This advisory vote is often referred to as the "say-on-pay" vote and allows our stockholders to express their views on the overall compensation paid to our named executive officers. Our company values the views of its stockholders and is committed to excellence in the design and effectiveness of our company's executive compensation program.

        We are seeking stockholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with applicable SEC rules, which include the disclosures under "Compensation Discussion and Analysis," the compensation tables (including all related footnotes) and any additional narrative discussion of compensation included herein. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices with respect to their compensation, each as described in this proxy statement. Stockholders are encourage to read the "Compensation Discussion and Analysis" section of this proxy statement, which provides an overview of our company's executive compensation policies and procedures, and how they operate and are designed to achieve the performance objectives of our company and of each of our named executive officers individually.

        In accordance with the recently adopted amendments to Section 14A of the Exchange Act, our board of directors is asking stockholders to approve the following advisory resolution at the 2011 Annual Meeting of Stockholders:

      "RESOLVED, that the stockholders of Liberty Media Corporation hereby approve, on an advisory basis, the compensation paid to our company's named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion."


Advisory Vote

        Although this vote is advisory and non-binding on our board of directors and our company, our board of directors and the compensation committee, which is responsible for designing and administering our company's executive compensation program, value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation policies and decisions for named executive officers.


Vote and Recommendation

        This advisory resolution will be considered approved if it receives the affirmative vote of a majority of the aggregate voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.

        Our board of directors recommends a vote "FOR" the approval of the say-on-pay proposal.

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PROPOSAL 3—THE SAY-ON-FREQUENCY PROPOSAL

        In accordance with the requirements of Section 14A of the Exchange Act and related rules of the SEC, we are submitting for stockholder consideration a separate resolution for an advisory vote as to whether a stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years.

        After consideration, our board of directors has determined that an advisory vote on executive compensation that occurs every three years is the most appropriate policy for us.

        Our board of directors believes an advisory vote every three years would allow stockholders to focus on overall compensation objectives rather than the details of individual compensation decisions. Doing so would be compatible with our compensation philosophy which focuses on compensating our executives in a way that ensures that they have a continuing stake in our long-term success. An advisory vote every three years would allow stockholders to consider the achievement of performance objectives by our executives that focus on mid- to long-term strategies as opposed to immediate results and would allow stockholders to engage in more thoughtful analysis of our company's executive compensation program by providing more time between votes. As a result, our board of directors recommends a vote for the holding of advisory votes on named executive officer compensation every three years.

        You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstaining from voting when you vote in response to the following resolution:

      "RESOLVED, that the option of once every one year, two years or three years that receives a majority of the affirmative votes cast for this resolution will be determined to be the frequency for the advisory vote on the compensation of the named executive officers as disclosed pursuant to the SEC's compensation disclosure rules that has been selected by Liberty Media Corporation's stockholders."


Vote and Recommendation

        Stockholders will be able to cast their vote for one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. Stockholders are not being asked to vote to approve or disapprove our board of director's recommendation.

        If one of the frequencies receives the affirmative vote of a majority of the votes cast on the say-on-frequency proposal by the holders of shares of our common stock that are present, in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class, the frequency receiving such majority vote will be the frequency selected by our board of directors for future executive compensation votes. If no frequency receives the requisite majority, our board of directors will carefully consider the outcome of the vote and decide the frequency at which future advisory votes on executive compensation will be held.

        Our board of directors recommends that stockholders vote FOR "Three Years" with respect to the frequency with which stockholders are provided an advisory vote on the compensation paid to our named executive officers.

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PROPOSAL 4—THE DIRECTOR PLAN PROPOSAL

Liberty Media Corporation 2011 Nonemployee Director Incentive Plan

        General.    The following is a description of the material provisions of the Liberty Media Corporation 2011 Nonemployee Director Incentive Plan (the incentive plan). The summary that follows is not intended to be complete, and we refer you to the copy of the incentive plan set forth as Annex A to this proxy statement for a complete statement of its terms and provisions.

        The incentive plan is administered by the full board of directors. The board has the full power and authority to grant eligible nonemployee directors the awards described below and determine the terms and conditions under which any awards are made, and may delegate certain administrative duties to our employees.

        Under the incentive plan, the board may grant stock options, stock appreciation rights (SARs), restricted shares, restricted stock units, any combination of the foregoing or cash under the incentive plan, and nonemployee directors may elect to receive stock in lieu of cash compensation otherwise payable to the director (collectively, awards). Only nonemployee members of our board of directors are eligible to receive awards under the incentive plan. The maximum number of shares of any series of our common stock with respect to which awards may be issued under the incentive plan is 1,000,000 subject to anti-dilution and other adjustment provisions under the incentive plan.

        The incentive plan is substantially similar to the Liberty Media Corporation 2002 Nonemployee Director Incentive Plan (As Amended and Restated Effective August 15, 2007) (the current director incentive plan). The maximum number of shares of our common stock with respect to which awards could be granted under the current director incentive plan is expected to be depleted soon and the current director incentive plan is set to expire in June 2012. Accordingly, the adoption of the incentive plan will enable us to continue to grant incentive awards to eligible recipients.

        Shares of our common stock will be made available from either our authorized but unissued shares or shares that have been issued but reacquired by our company, including shares purchased in the open market. Shares of our common stock that are subject to (1) any award that expires, terminates or is annulled for any reason without having been exercised, (2) any award of any SARs the terms of which provide for settlement in cash, and (3) any award of restricted shares or restricted stock units that shall be forfeited prior to becoming vested, will once again be available for issuance under the incentive plan. Shares of our common stock that are (i) not issued or delivered as a result of the net settlement of an outstanding option or SAR, (ii) used to pay the purchase price or withholding taxes relating to an outstanding award, or (iii) repurchased in the open market with the proceeds of an option purchase price will not be again made available for issuance under the incentive plan.

        Subject to the provisions of the incentive plan, the board of directors will be authorized to establish, amend and rescind such rules and regulations as it deems necessary or advisable for the proper administration of the incentive plan and to take such other action in connection with or in relation to the incentive plan as it deems necessary or advisable.

        Options.    Non-qualified stock options awarded under the incentive plan will entitle the holder to purchase a specified number of shares of a series of our common stock at a specified exercise price subject to the terms and conditions of the applicable option grant. The exercise price of an option awarded under the incentive plan may be no less than the fair market value of the shares of the applicable series of our common stock as of the day the option is granted. The board of directors will determine, and each individual award agreement will provide, (1) the series and number of shares of our common stock subject to the option, (2) the per share exercise price, (3) whether that price is payable in cash, by check, by promissory note (to the extent permissible under applicable law), in whole shares of any series of our common stock, by the withholding of shares of our common stock issuable upon exercise of the option, by cashless exercise, or any combination of the foregoing, (4) other terms

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and conditions of exercise, (5) restrictions on transfer of the option and (6) other provisions not inconsistent with the incentive plan. Options granted under the incentive plan will generally be non-transferable, except as permitted by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.

        Stock Appreciation Rights.    A SAR awarded under the incentive plan entitles the recipient to receive a payment in stock or cash equal to the excess of the fair market value (on the day the SAR is exercised) of a share of the applicable series of our common stock with respect to which the SAR was granted over the base price specified in the grant. A SAR may be granted to an option holder with respect to all or a portion of the shares of our common stock subject to a related stock option (a tandem SAR) or granted separately to an eligible nonemployee director (a free-standing SAR). Tandem SARs are exercisable only at the time and to the extent that the related stock option is exercisable. Upon the exercise or termination of the related stock option, the related tandem SAR will be automatically cancelled to the extent of the number of shares of our common stock with respect to which the related stock option was so exercised or terminated. The base price of a tandem SAR is equal to the exercise price of the related stock option. Free-standing SARs are exercisable at the time and upon the terms and conditions provided in the relevant agreement. The base price of a free-standing SAR may be no less than the fair market value of a share of the applicable series of our common stock as of the day the SAR is granted. SARs granted under the incentive plan will generally be non-transferable, except as permitted by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.

        Restricted Shares and Restricted Stock Units.    Restricted shares are shares of our common stock that become vested and may be transferred upon completion of the restriction period. The board of directors will determine, and each individual award agreement will provide, (1) the price, if any, to be paid by the recipient of the restricted shares, (2) whether dividends or distributions paid with respect to restricted shares will be retained by us during the restriction period (retained distributions), (3) whether the holder of the restricted shares may be paid a cash amount any time after the shares become vested, (4) the vesting date or vesting dates (or basis of determining the same) for the award and (5) other terms and conditions of the award. The holder of an award of restricted shares, as the registered owner of such shares, may vote the shares.

        A restricted stock unit is a unit evidencing the right to receive, in specified circumstances, one share of the specified series of our common stock, or its cash equivalent, subject to a restriction period or forfeiture conditions. The board of directors will be authorized to award restricted stock units based upon the fair market value of shares of any series of our common stock under the incentive plan. The board of directors will determine, and each individual award agreement will provide, the terms, conditions, restrictions, vesting requirements and payment rules for awards of restricted stock units, including whether the holder will be entitled to dividend equivalent payments with respect to the restricted stock units. Restricted stock units will be issued at the beginning of the restriction period and holders will not be entitled to shares of our common stock covered by restricted stock unit awards until such shares are issued to the holder at the end of the restriction period. Awards of restricted stock units or the common stock covered thereunder may not be transferred, assigned or encumbered prior to the date on which such shares are issued or as provided in the relevant award agreement.

        Upon the applicable vesting date, all or the applicable portion of restricted shares or restricted stock units will vest, any retained distributions or unpaid dividend equivalents with respect to the restricted shares or restricted stock units will vest to the extent that the awards related thereto have vested, and any cash amount to be received by the holder with respect to the restricted shares or restricted stock units will become payable, all in accordance with the terms of the individual award agreement. The board of directors may permit a holder to elect to defer delivery of any restricted shares or restricted stock units that become vested and any related cash payments, retained

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distributions or dividend equivalents, provided that such deferral elections are made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the Code).

        Stock in Lieu of Cash Compensation.    Nonemployee directors are entitled to certain cash fees for their service on our board of directors. These fees are generally paid quarterly in cash. Under the incentive plan, nonemployee directors may elect to receive shares of our common stock in lieu of all or a portion of their cash compensation. If a director has made an election to receive stock, then at the end of the quarter for which the fees are otherwise payable, the cash compensation will be converted into a number of shares of one or more series of our common stock based on the fair market value of the applicable series of our common stock on the last day of the quarter if such day is a trading day, or, if the last day of the quarter is not a trading day, on the first trading day following the close of the quarter. If on the date on which the shares would otherwise be purchased for the director there is a legal or exchange requirement that would prevent such purchase (such as a blackout period imposed under the recent Sarbanes-Oxley Act of 2002), then such purchase would be made on the first trading day after such restrictions are lifted. See "Director Compensation" for more information regarding director fees.

        A director's election to receive stock in lieu of cash must be made within a specified period prior to the end of the calendar quarter for which the fees will be earned and may be subject to conditions specified by our board, in its sole discretion. Once an election is made with respect to a particular calendar quarter, it may not be withdrawn or substituted unless our board determines, in its sole discretion, that the withdrawal or substitution is occasioned by an extraordinary or unanticipated event.

        Awards Generally.    Awards under the incentive plan may be granted either individually, in tandem or in combination with each other. Where applicable, the securities underlying, or relating to, awards granted under the incentive plan may be shares of LCAPA, LCAPB, LINTA, LINTB, LSTZA and LSTZB as provided in the relevant grant, the closing prices of which shares were $84.08, $80.93, $16.42, $16.54, $75.78 and $75.15, respectively, on July 20, 2011. Under certain conditions, including the occurrence of certain approved transactions, a board change or a control purchase (all as defined in the incentive plan), options and SARs will become immediately exercisable, and the restrictions on restricted shares and restricted stock units will lapse, unless individual agreements state otherwise. At the time an award is granted, the board of directors will determine, and the relevant agreement will provide for, any vesting or early termination, upon a holder's termination of service with our company, of any unvested options, SARs, restricted stock units or restricted shares and the period during which any vested options and SARs must be exercised. Unless otherwise provided in the relevant agreement, (1) no option or SAR may be exercised after its scheduled expiration date, (2) if the holder's service terminates by reason of death or disability (as defined in the incentive plan), his or her options or SARs shall remain exercisable for a period of at least one year following such termination (but not later than the scheduled expiration date) and (3) any termination of the holder's service for "cause" (as defined in the incentive plan) will result in the immediate termination of all options and SARs and the forfeiture of all rights to any restricted shares, restricted stock units, retained distributions, unpaid dividend equivalents and related cash amounts held by such terminated holder. If a holder's service terminates due to death or disability, options and SARs will become immediately exercisable, and the restrictions on restricted shares and restricted stock units will lapse and become fully vested, unless individual agreements state otherwise.

        Amendment and Termination.    The incentive plan will terminate on the fifth anniversary of the effective date of the incentive plan, unless earlier terminated by the board of directors. The board of directors may suspend, discontinue, modify or amend the incentive plan at any time prior to its termination, except that outstanding awards may not be amended to reduce the purchase or base price of outstanding options or SARs. However, before an amendment may be made that would adversely

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affect a participant who has already been granted an award, the participant's consent must be obtained, unless the change is necessary to comply with Section 409A of the Code.


Federal Income Tax Consequences of Awards Granted under the Incentive Plan

    Consequences to Participants

        The following is a summary of the U.S. federal income tax consequences that generally will arise with respect to awards granted under the incentive plan and with respect to the sale of any shares of our common stock acquired under the incentive plan. This general summary does not purport to be complete, does not describe any state, local or non-U.S. tax consequences, and does not address issues related to the tax circumstances of any particular recipient of an award under the incentive plan.

        Non-Qualified Stock Options; SARs.    Holders will not realize taxable income upon the grant of a non-qualified stock option or a SAR. Upon the exercise of a non-qualified stock option or a SAR, the holder will recognize ordinary income in an amount equal to the excess of (1) the fair market value on the date of exercise of the shares received over (2) the exercise price or base price (if any) he or she paid for the shares. The holder will generally have a tax basis in any shares of our common stock received pursuant to the exercise of a SAR, or pursuant to the cash exercise of a non-qualified stock option, that equals the fair market value of such shares on the date of exercise. The disposition of the shares of our common stock acquired upon exercise of a non-qualified stock option will ordinarily result in capital gain or loss. We are entitled to a deduction in an amount equal to the income recognized by the holder upon the exercise of a non-qualified stock option or SAR.

        Under current rulings, if a holder transfers previously held ordinary shares in satisfaction of part or all of the exercise price of a non-qualified stock option, the holder will recognize income with respect to the shares received, but no additional gain will be recognized as a result of the transfer of such previously held shares in satisfaction of the non-qualified stock option exercise price. Moreover, that number of shares received upon exercise that equals the number of previously held shares surrendered in satisfaction of the non-qualified stock option will have a tax basis that equals, and a holding period that includes, the tax basis and holding period of the previously held shares surrendered in satisfaction of the non-qualified stock option exercise price. Any additional shares received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the holder, plus, the amount of ordinary income recognized by the holder with respect to the shares received.

        Cash Awards; Restricted Stock Units; Restricted Shares.    A holder will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time such cash is otherwise made available for the holder to draw upon it, and we will have a corresponding deduction for federal income tax purposes. A holder will not have taxable income upon the grant of a restricted stock unit but rather will generally recognize ordinary compensation income at the time the award vests in an amount equal to the fair market value of the shares received, at which time we will have a corresponding deduction for federal income tax purposes.

        Generally, a holder will not recognize taxable income upon the grant of restricted shares, and we will not be entitled to any federal income tax deduction upon the grant of such award. The value of the restricted shares will generally be taxable to the holder as compensation income in the year or years in which the restrictions on the shares of common stock lapse. Such value will equal the fair market value of the shares on the date or dates the restrictions terminate. A holder, however, may elect pursuant to Section 83(b) of the Code to treat the fair market value of the shares subject to the restricted share award on the date of such grant as compensation income in the year of the grant of the restricted share award. The holder must make such an election pursuant to Section 83(b) of the Code within 30 days after the date of grant. If such an election is made and the holder later forfeits the restricted shares to us, the holder will not be allowed to deduct, at a later date, the amount such holder had earlier included as compensation income. In any case, we will receive a deduction for federal income

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tax purposes corresponding in amount to the amount of compensation included in the holder's income in the year in which that amount is so included.

        Dividends equivalents that are received by a holder prior to the time that the restricted shares are taxed to the holder under the rules described in the preceding paragraph are taxed as additional compensation, not as dividend income. The tax basis of a holder in the shares of our common stock received will equal the amount recognized by the holder as compensation income under the rules described in the preceding paragraph, and the holder's holding period in such shares will commence on the date income is so recognized.

        Stock in Lieu of Cash Compensation.    A director will recognize ordinary income on the acquisition of shares in lieu of cash compensation in an amount equal to the fair market value of the shares received. On a subsequent sale or disposition, the director will recognize capital gain or loss in a manner similar to that described in the previous paragraph.

        Consequences to Our Company.    The grant of an award under the incentive plan will have no tax consequences to our company, except in the case of shares received in lieu of cash compensation, in which case our company will be entitled to a deduction equal to the value of the shares delivered to the director. Moreover, in general, the sale of any common stock acquired under the incentive plan will not have any tax consequences to our company. We generally will be entitled to a business expense deduction, however, with respect to any ordinary compensation income recognized by a participant under the incentive plan, including in connection with the vesting of an award of restricted shares or restricted stock units or as the result of the exercise of a nonqualified stock option or SAR.

        Code Section 409A.    Section 409A of the Code generally provides that any deferred compensation arrangement must satisfy specific requirements, both in operation and in form, regarding (1) the timing of payment, (2) the advance election of deferrals, and (3) restrictions on the acceleration of payment. Failure to comply with Section 409A of the Code may result in the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% penalty on the participant on such deferred amounts included in the participant's income. We intend to structure awards under the incentive plan in a manner that is designed to be exempt from or comply with Section 409A of the Code.


New Plan Benefits

        Due to the nature of the incentive plan and the discretionary authority afforded the board of directors in connection with the administration thereof, we cannot determine or predict the value, number or type of awards to be granted pursuant to the incentive plan.


Vote and Recommendation

        The affirmative vote of a majority of the aggregate voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class, is required to approve the director plan proposal.

        Our board of directors unanimously recommends a vote "FOR" the approval of the Liberty Media Corporation 2011 Nonemployee Director Incentive Plan.

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PROPOSAL 5—THE NAME CHANGE PROPOSAL

        On July 11, 2011, our board of directors adopted a resolution approving and declaring advisable an amendment to Article I of our Restated Certificate of Incorporation (our charter) to change the name of our company to "Liberty Interactive Corporation" in connection with the completion of the previously announced redemption of all of the outstanding shares of our Liberty Capital and Liberty Starz tracking stocks (the Split-Off). This change is subject to the approval of our stockholders.

        Following the Split-Off, our corporation, through its ownership of interests in subsidiaries and other companies, will be primarily engaged in the video and online commerce industries in North America, Europe and Asia, as it will hold all of the businesses, assets and liabilities currently attributed to our company's Liberty Interactive tracking stock group, while the Split-Off entity (currently named Liberty CapStarz, Inc.) will hold all of the businesses, assets and liabilities currently attributed to our Liberty Capital and Liberty Starz tracking stock groups. Our board of directors believes that, in light of the businesses, assets and liabilities that will comprise our company following the Split-Off, the name change is appropriate, as "Liberty Interactive Corporation" will reflect the operating activities of our company and its long-term strategic focus better than our current name.

        If our stockholders approve this proposed amendment to our charter, the name change will become effective upon the filing of the amendment with the Secretary of State of the State of Delaware which we anticipate will occur in connection with the closing of the Split-Off. In addition, and subject to our stockholders' approval of the name change, our board of directors has decided to rename the entity to be separated in the Split-Off as "Liberty Media Corporation," which we anticipate would occur immediately following the change of our company name. Although we expect the Split-Off to occur in September 2011, it remains subject to certain conditions, including the receipt of a non-appealable, final judgment that the Split-Off will not constitute a disposition of all or substantially all the assets of our subsidiary Liberty Media LLC under the terms of an indenture governing that subsidiary's public indebtedness. If the Split-Off is not completed for any reason, we will not implement the name change contemplated by this proposal.

        Our board of directors is asking stockholders to approve the following resolution at the 2011 Annual Meeting of Stockholders:

      "RESOLVED, that the Restated Certificate of Incorporation of Liberty Media Corporation shall be amended by deleting from the Restated Certificate of Incorporation, in its entirety, Article I, Name, and substituting in place thereof the following:

ARTICLE I

NAME

      The name of the corporation is 'Liberty Interactive Corporation."'


Vote and Recommendation

        Approval of the name change proposal requires the affirmative vote of a majority of the aggregate voting power of the shares of our common stock outstanding on the record date, voting together as a single class.

        Our board of directors unanimously recommends a vote "FOR" the name change proposal.

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PROPOSAL 6—THE AUDITORS RATIFICATION PROPOSAL

        We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2011.

        Even if the selection of KPMG LLP is ratified, the audit committee of our board of directors in its discretion may direct the appointment of a different independent accounting firm at any time during the year if our audit committee determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31, 2011.

        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 our consolidated financial statements for 2010 and 2009, and fees billed for other services rendered by KPMG LLP:

 
  2010   2009  

Audit fees

  $ 5,039,000     5,268,000  

Audit related fees(1)

    273,000     923,000  
           
 

Audit and audit related fees

    5,312,000     6,191,000  

Tax fees(2)

    648,000     1,254,000  
 

Total fees

 
$

5,960,000
   
7,445,000
 
           

(1)
Audit related fees consist of professional consultations with respect to accounting issues affecting our financial statements, reviews of registration statements and issuance of consents, due diligence related to potential business combinations and audits of financial statements of certain employee benefits plans.

(2)
Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions.

        Our audit committee has considered whether the provision of services by KPMG LLP to our company 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 Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

        Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the engagement of our independent auditor to provide the following services (all of which are collectively referred to as pre-approved services):

    audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with our periodic reports, registration statements and other documents filed or issued in connection with a securities offering (including comfort letters and consents), (iii) attestations of our management's reports on internal controls and (iv) consultations with management as to accounting or reporting of transactions;

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    audit related services as specified in the policy, including (i) due diligence services, (ii) financial audits of employee benefit plans, (iii) attestation services not required by statute or regulation, (iv) certain audits incremental to the audit of our consolidated financial statements and (v) closing balance sheet audits related to dispositions; and

    tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, and tax due diligence and advice regarding mergers and acquisitions.

        Notwithstanding the foregoing general pre-approval, if an individual project involving the provision of pre-approved services is expected to result in fees in excess of $100,000, or if individual projects under $100,000 are expected to total $500,000 during the period between the regularly scheduled meetings of the audit committee, then such projects will require the specific pre-approval of our audit committee. Our 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 our audit committee. In addition, the independent auditor is required to provide a report at each regularly scheduled audit committee meeting on all pre-approved services incurred during the preceding quarter. Any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee.

        Our pre-approval policy prohibits the engagement of our 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 our independent auditor during 2010 were approved in accordance with the terms of the policy.


Vote and Recommendation

        The affirmative vote of a majority of the aggregate voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class, is required to approve the auditors ratification proposal.

        Our board of directors unanimously recommends a vote "FOR" the auditors ratification proposal.

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MANAGEMENT AND GOVERNANCE MATTERS

Executive Officers

        The following lists the executive officers of our company (other than Gregory B. Maffei, our President and Chief Executive Officer, and John C. Malone, our Chairman of the Board, who also serve as directors of our company and who are listed under "Proposals of Our Board—Proposal 1—The Election of Directors Proposal"), their ages and a description of their business experience, including positions held with our company. All positions referenced in the table below with our company include, where applicable, positions with our predecessors.

Name
  Positions

Charles Y. Tanabe
Age: 59

  Executive Vice President of our company since January 2007 and the General Counsel of our company since January 1999. A Senior Vice President of our company from January 1999 to December 2006, and the Secretary of our company from April 2001 to December 2007.

David J.A. Flowers
Age: 57

 

A Senior Vice President of our company since October 2000 and the Treasurer of our company since April 1997. Vice President of our company from June 1995 to October 2000. Mr. Flowers has served as a director of the Interval Leisure Group, Inc. since 2008 and Sirius since April 2009.

Albert E. Rosenthaler
Age: 51

 

A Senior Vice President of our company since April 2002.

Christopher W. Shean
Age: 46

 

A Senior Vice President of our company since January 2002 and the Controller of our company since October 2000. A Vice President of our company from October 2000 to January 2002.

        Our executive officers will serve in such capacities until the next annual meeting of our board of directors, 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 our executive officers or directors, by blood, marriage or adoption, other than Evan D. Malone who is the son of John C. Malone.

        During the past ten 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 our executive officers and directors, and persons who own more than ten percent of a registered class of our 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 us 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 us during our most recent fiscal year, or written representations that no Forms 5 were required, we believe that, during the year ended December 31, 2010, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were met, except that one Form 5 report reporting one transaction was omitted to be filed by Gregory B. Maffei, our President and Chief Executive Officer.

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Code of Ethics

        We have adopted a code of ethics that applies to all of our employees, directors and officers, which constitutes our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act. Our code of ethics is available on our website at www.libertymedia.com.


Director Independence

        It is our policy that a majority of the members of our board of directors be independent of our management. For a director to be deemed independent, our board of directors must affirmatively determine that the director has no direct or indirect material relationship with us. To assist our board of directors in determining which of our 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 our board of directors follows the Corporate Governance Rules of The Nasdaq Stock Market on the criteria for director independence.

        Our board of directors has determined that each of Donne F. Fisher, M. Ian G. Gilchrist, David E. Rapley, M. LaVoy Robison, Larry E. Romrell and Andrea L. Wong qualifies as an independent director of our company.


Board Composition

        As described above under "Proposals of Our Board—Proposal 1—The Election of Directors Proposal", our board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, science and technology, venture capital, investment banking, auditing and financial engineering. Our board is also chronologically diverse with our members' ages spanning four decades. For more information on our policies with respect to board candidates, see "—Committees of the Board of Directors—Nominating and Corporate Governance Committee" below.


Board Leadership Structure

        Our board has separated the positions of Chairman of the Board and Chief Executive Officer (principal executive officer). John C. Malone, one of our largest stockholders, holds the position of Chairman, leads our board and board meetings and provides strategic guidance to our Chief Executive Officer. Gregory B. Maffei, our President, holds the position of Chief Executive Officer, leads our management team and is responsible for driving the performance of our company. We believe this division of responsibility effectively assists our board in fulfilling its duties.


Board Role in Risk Oversight

        The board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. Our audit committee oversees management of financial risks and risks relating to potential conflicts of interest. Our compensation committee is responsible for overseeing the management of risks relating to our compensation arrangements, and our nominating and corporate governance committee manages risks associated with the independence of the board. These committees then provide reports periodically to the full board. The oversight responsibility of the board and its committees is enabled by management reporting processes that are designed to provide visibility to the board about the identification, assessment, and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, legal and compliance, and other risks. Our management reporting processes include regular reports from our Chief Executive Officer, which are prepared with input from our senior management team, and includes input from our Internal Audit group.

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Committees of the Board of Directors

    Executive Committee

        Our board of directors has established an executive committee, whose members are John C. Malone, Gregory B. Maffei and Robert R. Bennett. 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 our board of directors in the management of our business and affairs, including the power and authority to authorize the issuance of shares of our capital stock.

    Compensation Committee

        Our board of directors has established a compensation committee, whose chairman is M. Ian G. Gilchrist and whose other members are Donne F. Fisher, David E. Rapley and Andrea L. Wong. See "—Director Independence" above.

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

        Our board of directors has adopted a written charter for the compensation committee, which is available on our website at www.libertymedia.com.

    Compensation Committee Report

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

    Submitted by the Members of the Compensation Committee
M. Ian G. Gilchrist
Donne F. Fisher
David E. Rapley
Andrea L. Wong

    Compensation Committee Interlocks and Insider Participation

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

    Nominating and Corporate Governance Committee

        Our board of directors has established a nominating and corporate governance committee, whose chairman is David E. Rapley and whose other members are M. Ian G. Gilchrist, Larry E. Romrell and Andrea L. Wong. See "—Director Independence" above.

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

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        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 Corporate Secretary, Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. Stockholder recommendations must be made in accordance with our bylaws, as discussed under "Stockholder Proposals" below, and contain the following information:

    the name and address of the proposing stockholder and the beneficial owner, if any, on whose behalf the nomination is being made, and documentation indicating the number of shares of our common stock owned beneficially and of record by such person and the holder or holders of record of those shares, together with a statement that the proposing stockholder is recommending a candidate for nomination as a director;

    the candidate's name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate's qualifications, as described below;

    a statement detailing any relationship, arrangement or understanding between the proposing stockholder and/or beneficial owner and any other person(s) (including their names) under which the proposing stockholder is making the nomination;

    a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board of directors;

    any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of such candidate as a director;

    a representation as to whether the proposing stockholder intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

    a representation that the proposing stockholder is a holder of record of our common stock entitled to vote at the annual stockholders meeting and intends to appear in person or by proxy at the annual stockholders meeting at which the person named in such notice is to stand for election;

    a signed consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;

    a representation as to whether the proposing stockholder has received any financial assistance, funding or other consideration from any other person regarding the nomination (a Stockholder Associated Person) (including the details of such assistance, funding or consideration); and

    a representation as to whether and the extent to which any hedging, derivative or other transactions has been entered into with respect to our company within the last six months by, or is in effect with respect to, the proposing stockholder, any person to be nominated by the proposing stockholder or any Stockholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the proposing stockholder, its nominee, or any such Stockholder Associated Person.

        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

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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 our 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:

    independence from management;

    his or her unique background, including education, professional experience and relevant skill sets;

    judgment, skill, integrity and reputation;

    existing commitments to other businesses as a director, executive or owner;

    personal conflicts of interest, if any; and

    the size and composition of the existing board of directors, including whether the potential director nominee would positively impact the composition of the board by bringing a new perspective or viewpoint to the board of directors.

The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The nominating and corporate governance committee does not have a formal policy with respect to diversity; however, our board and the nominating and corporate governance committee believe that it is essential that our board members represent diverse viewpoints.

        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 our 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.

        The members of our nominating and corporate governance committee have determined that Messrs. Rapley, Romrell and Malone, who are nominated for election at the annual meeting, continue to be qualified to serve as directors of our company and such nomination was approved by the entire board of directors.

        Our board of directors has adopted a written charter for the nominating and corporate governance committee. Our board of directors 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 our website at www.libertymedia.com.

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    Audit Committee

        Our board of directors has established an audit committee, whose chairman is Donne F. Fisher and whose other members are M. LaVoy Robison and Larry E. Romrell. See "—Director Independence" above.

        Our board of directors 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 our company. The committee's functions include, among other things:

    appointing or replacing our independent auditors;

    reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of our audits with our independent auditors;

    reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors;

    reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies;

    reviewing our management's procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices;

    confirming compliance with applicable SEC and stock exchange rules; and

    preparing a report for our annual proxy statement.

        Our board of directors has adopted a written charter for the audit committee, which is available on our website at www.libertymedia.com.

    Audit Committee Report

        Each member of the audit committee is an independent director as determined by our board of directors, 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 our financial reporting process on behalf of our board of directors. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Our independent auditor, KPMG LLP, is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles. Our independent auditor also expresses its opinion as to the effectiveness of our internal control over financial reporting.

        Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited consolidated financial statements, as well as management's assessment of the effectiveness of our internal control over financial reporting and KPMG's evaluation of the effectiveness of our internal control over financial reporting. Our 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 our accounting principles, as applied in its financial reporting.

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        KPMG has provided our 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 the company and its subsidiaries.

        Based on the reviews, discussions and other considerations referred to above, our audit committee recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2010, which was filed on February 28, 2011 with the SEC.

    Submitted by the Members of the Audit Committee
Donne F. Fisher
M. LaVoy Robison
Larry E. Romrell

    Other

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


Board Meetings

        During 2010, there were 11 meetings of our full board of directors, 3 meetings of our executive committee, 9 meetings of our compensation committee, 2 meetings of our nominating and corporate governance committee and 5 meetings of our audit committee.


Director Attendance at Annual Meetings

        Our board of directors encourages all members of the board to attend each annual meeting of our stockholders. All but 2 of our board members then serving attended our 2010 annual meeting of stockholders.


Stockholder Communication with Directors

        Our stockholders may send communications to our 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 our directors on a timely basis.


Executive Sessions

        In 2010, the independent directors of our company, then serving, met at 3 executive sessions without management participation.

        Any interested party who has a concern regarding any matter that it wishes to have addressed by our 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 our company are Donne F. Fisher, M. Ian G. Gilchrist, David E. Rapley, M. LaVoy Robison, Larry E. Romrell and Andrea L. Wong.

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Risk Assessment in Compensation Programs

        Following the completion of a risk assessment of our compensation programs applicable to all employees, we have concluded that the design and operation of our compensation programs do not provide our employees with incentive to engage in business activities or other actions that would threaten the value of our company or the investment of our stockholders. We have also concluded that any risks associated with our compensation programs are not reasonably likely to have a material adverse effect on our company. This assessment consisted of a review of program policies and practices, determinations as to the sufficiency of risk identification, and determinations as to our ability to manage significant risks arising from such programs.

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EXECUTIVE COMPENSATION

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

    John C. Malone, our Chairman of the Board;

    Gregory B. Maffei, our Chief Executive Officer and President;

    David J.A. Flowers, our principal financial officer; and

    Charles Y. Tanabe, Albert E. Rosenthaler and Christopher W. Shean, our three other most highly compensated executive officers at the end of 2010.

We collectively refer to these persons as our named executive officers.


Compensation Discussion and Analysis

    Compensation Overview; Philosophy

        The compensation committee of our board of directors has responsibility for establishing, implementing and regularly monitoring adherence to our compensation philosophy. That philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating and rewarding our 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 performance-based compensation.

        The compensation committee 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 in our reference group (as listed below). The compensation committee does not engage in any benchmarking analysis; rather, it is familiar with the range of total compensation paid by members of the peer group and uses this range as a guide to ensure that our named executive officers receive attractive compensation packages. The compensation committee believes that our compensation packages should assist our company in attracting key executives critical to our long-term success. Taking into account the general industry knowledge of the members of the compensation committee, including its knowledge of the executive compensation paid by the reference group companies, and the input of our 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 2010 compensation package comprised primarily of a base salary, a performance-based bonus and equity incentive awards, weighted heavily toward the latter two compensation elements. Mr. Malone is compensated pursuant to the terms of his employment agreement. See "—Executive Compensation Arrangements—Malone Employment Agreement" below for more information.

    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 our 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 such other named executive officers, given their

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respective areas of responsibility. When making recommendations, the Chief Executive Officer considers various qualitative factors such as:

    the named executive officer's experience and overall effectiveness;

    the responsibilities of the named executive officer, including any changes to those responsibilities over the year;

    the named executive officer's demonstrated leadership and management ability;

    the named executive officer's compensation relative to other executives at our company with similar, greater or lesser responsibilities;

    the named executive officer's compensation relative to compensation paid to similarly situated executives at companies within our reference group;

    the named executive officer's years of service with us; and

    the performance of any group for which the named executive officer is primarily responsible.

    Setting Executive Compensation

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

    each element of the named executive officer's historical compensation, including salary, bonus, equity compensation, perquisites and other personal benefits;

    the financial performance of our company compared to internal forecasts and budgets;

    the scope of the named executive officer's responsibilities;

    the performance of the group reporting to the named executive officer;

    as to each named executive officer (other than Messrs. Malone and Maffei), the performance evaluations and compensation recommendations given by our Chief Executive Officer; and

    as to each named executive officer (other than Mr. Malone), compensation provided to similarly situated executives at companies within our reference group.

        As mentioned above, the compensation committee also considers the range of total compensation paid by members of our reference or peer group of companies and uses this range as a guide to ensuring that our named executive officers receive attractive compensation packages. This group of companies consists of publicly-traded media, telecommunications and entertainment companies and includes companies that we may compete with for executive talent and stockholder investment. This

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reference group also includes companies in those industries that are similar to our company in size and complexity of operations. Companies included in our reference group are:

Cablevision Systems Corporation   News Corporation

CBS Corporation

 

priceline.com Incorporated

Comcast Corporation

 

Scripps Networks Interactive, Inc.

Discovery Communications, Inc.

 

Sirius XM Radio Inc.

DIRECTV (f/k/a The DirecTV Group, Inc.)

 

Time Warner Inc.

Dreamworks Animation SKG, Inc.

 

Time Warner Cable Inc.

Expedia, Inc.

 

Viacom Inc.

IAC/InterActiveCorp

 

The Walt Disney Company

Liberty Global, Inc.

 

 

        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:

    the size, scope and complexity of the businesses of the companies in our reference group;

    the cost of living and other factors related to the geographic location of these companies; and

    the compensation philosophy of the particular company, including any policies relating to compensation of founders or others with substantial personal wealth.

        In addition, the compensation committee recognizes that comparisons based on the roles performed by the named executive officers of companies in our 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 companies in our 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. As a result, the compensation committee does not seek to compare each element of our named executive officers' compensation packages to those provided by our peer group. Rather, the peer group data is merely used as a guide for industry practice on the basis of total compensation paid. At times, total compensation, or any specific element thereof, payable to our named executive officers may exceed that of our peer group or may be less than that of our peer group. For example, the multi-year incentive awards discussed below are not comparable to the incentive awards generally paid by the members of our peer group. See "—Elements of 2010 Executive Compensation—Equity Incentive Compensation" below for a discussion of these awards. As a general matter, however, the compensation committee believes in weighing equity incentive compensation more heavily than cash compensation, which is a practice that may not be consistently followed by our peer group.

    Elements of 2010 Executive Compensation

        For 2010 the principal components of compensation for the named executive officers (other than Mr. Malone) were:

    base salary;

    a performance-based bonus, payable in cash;

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    in the case of Mr. Flowers, a one-time cash bonus;

    stand-alone equity incentive grants; and

    perquisites and other limited personal benefits.

        Base Salary.    The compensation committee reviews the base salaries of the named executive officers on an annual basis (other than Mr. Malone and Mr. Maffei, who are compensated pursuant to their respective employment agreements), as well as at the time of any change in 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. 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 our executives more closely with those of our stockholders. The compensation committee considered these factors when setting the base salary and annual increases to be paid to Mr. Maffei under his employment agreement entered into in 2010. Similarly, in accordance with the terms of his employment agreement, Mr. Malone's cash compensation is limited. After completion of the annual review described above, the base salaries of the named executive officers (other than Mr. Maffei) were not increased in 2010.

        2010 Performance Bonuses.    For 2010, the compensation committee adopted 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 2009. This bonus program, which is structured to comply with Section 162(m) of the Code, based each participant's bonus on the achievement of a combination of corporate and personal performance measures. Pursuant to the 2010 bonus program, the aggregate Adjusted OIBDA (Adjusted OIBDA) for fiscal year 2010 of: (i) QVC, Inc., (ii) Starz Entertainment, LLC, (iii) Starz Media, LLC, (iv) Provide Commerce, Inc., Backcountry, Inc., BuySeasons, Inc., Bodybuilding.com, LLC, LMC Right Start, Inc. and Lockerz, LLC which we refer to as the e-commerce companies; and (v) Atlanta National League Baseball Club, Inc. must exceed the minimum level of $1 billion (the 2010 Threshold) before any participant would be entitled to receive any bonus. The compensation committee retained the right to adjust actual 2010 Adjusted OIBDA for each component under certain circumstances, such as to take into account the effects of an acquisition or disposition. If the prescribed 2010 Threshold were exceeded, 1.5% of the excess would be used to establish the available notional bonus pool from which performance bonuses would be payable under this program. The compensation committee defined Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock and other equity-based compensation). Upon establishing the final award amounts, the compensation committee determined that the actual bonus amounts would be payable in cash. That determination was made after consideration of the named executive officers' holdings in Liberty Media common stock and options. In addition, the compensation committee determined to pay the bonuses in cash to better align the bonus payment structure with the bonus payment terms of Mr. Maffei's employment agreement.

        Each participant was assigned a maximum bonus amount, expressed as a multiple of his 2010 base salary: 400%, 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:

    The compensation committee then considered reducing the maximum bonus payable to each participant based on a subjective assessment of the company's financial performance. No more than 30% of a participant's maximum bonus amount (the Corporate Performance Component)

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      would be affected by this measure. Any reduction would be based on the rating scale below, after review of the adjusted OIBDA, revenue and free cash flow performance of our company.

Corporate Performance
Component Rating
  Portion of Maximum
Bonus Payable
 
10     Full 30 %
9     27 %
8     24 %
7     21 %
6     18 %
5     15 %
4     12 %
3     9 %
2     6 %
1     3 %
    Each participant would be entitled to receive the remaining 70% of his maximum bonus amount (the Individual Performance Component or IPC) subject to the right of the compensation committee to reduce the amount payable based upon its assessment of that participant's individual performance, as follows:

Individual
Performance Rating (IPR)
  Portion of Maximum
Bonus Payable (IPC)
 
10     Full 70 %
9     61.25 %
8     52.50 %
7     35.00 %
6     17.50 %
5 and below     0 %

        In December 2010, following a review of applicable financial results and preliminary forecasts, the compensation committee determined that the 2010 Threshold was sufficiently exceeded, thereby creating a notional bonus pool large enough to cover the aggregate maximum bonus amounts of all the participants and enabling each participant to receive a bonus of up to his maximum bonus amount. The compensation committee then made a subjective determination as to the corporate performance rating that would be ascribed for purposes of determining the Corporate Performance Component of each participating named executive officer's bonus. In making this determination, the compensation committee considered the adjusted OIBDA, revenue and cash flow results in comparison to preliminary forecasts and took into account general economic conditions and industry developments during the year. The compensation committee then agreed upon a consensus rating for the Corporation Performance Component.

        The compensation committee then reviewed the individual performance of each participant to determine his IPR and corresponding IPC. 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 our board, the observations of the compensation committee throughout the year, executive self-evaluations and, with respect to the participants other than Mr. Maffei, the observations and input of Mr. Maffei. In evaluating the performance of each of the participating named executive

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officers, the compensation committee considered the various performance objectives which had been assigned to each named executive officer for 2010, including:

Individual
  Performance Objectives

Gregory B. Maffei

 

•       Increased focus by QVC on international and internet expansion

•       Completion of Starz Media integration with Starz Entertainment and development of long-term differentiation strategy

•       Development of strategy for cash deployment by the Capital Group

•       Analysis of business development opportunities

•       Exercise of oversight over executive management team and assistance with succession planning

Charles Y. Tanabe

 

•       Leadership of legal staff in structuring, negotiating and completing various transactions

•       Management of legal aspects of various corporate matters

•       Exercise of oversight of legal issues handled by outside and in-house counsel

•       Provision of legal support to subsidiaries and equity affiliates

David J.A. Flowers

 

•       Negotiation and structuring of complex investments and transactions, including expansion of debt investment fund

•       Management and restructuring of financial instruments and investment portfolio

•       Evaluation of potential acquisition and divestiture transactions

Albert E. Rosenthaler

 

•       Obtaining closing agreements from IRS on various tax matters

•       Analysis of tax implications of various asset and liability restructurings

•       Continued involvement in evaluating legislative tax proposals at federal and state level

•       Completion of detailed evaluation of subsidiary state tax position

Christopher W. Shean

 

•       Maintenance of timely and accurate SEC reporting

•       Broadening of responsibilities of controller role

•       Evaluation of financial control processes at operating companies

•       Development of transactional and structural initiatives to improve quality of internal procedures and reporting

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        The following table presents the Corporate Performance Component and IPC assigned to each participant together with the aggregate dollar value of each participating named executive officer's 2010 performance-based bonus:

Name
  Corporate
Performance
Component (of
possible 30%)
  IPC (of
possible 70%)
  Total Cash
Bonus ($)
 

Gregory B. Maffei

    19.20 %   52.50 %   4,302,000  

Charles Y. Tanabe

    19.20 %   56.91 %   1,332,073  

David J.A. Flowers

    19.20 %   52.50 %   699,075  

Albert E. Rosenthaler

    19.20 %   61.25 %   784,388  

Christopher W. Shean

    19.20 %   52.50 %   699,075  

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

        Bonus.    In recognition of Mr. Flowers' extraordinary performance during the early part of 2010, including with respect to his management of our investment in Sirius, the compensation committee granted Mr. Flowers a one-time cash bonus of $177,000 in May 2010.

        Equity Incentive Compensation.    Consistent with our compensation philosophy, the compensation committee seeks to align the interests of the named executive officers with those of our stockholders by awarding stock-based incentive compensation. This ensures that our executives have a continuing stake in our 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.

        The Liberty Media Corporation 2007 Incentive Plan (the 2007 Incentive Plan) and the Liberty Media Corporation 2010 Incentive Plan (the 2010 Incentive Plan) provide for the grant of a variety of incentive awards, including stock options, restricted shares, stock appreciation rights and performance awards. Our executives have historically been granted stock options and awards of restricted stock in preference to other awards because of our company's belief that options and restricted shares better promote retention of key employees through the continuing, long-term nature of an equity investment. Upon making the determination to grant equity incentive awards to our named executive officers, the compensation committee establishes the Black-Scholes value of the awards to be made to each named executive officer and that value is then allocated among our three tracking stocks, pro rata, based on then-recent, relative market capitalizations of each tracker.

        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. Historically, grants had been made to our employees once a year with a term of seven years and vesting over a three to five year period. In late 2009 and early 2010, however, the compensation committee determined to make larger grants (equaling approximately four to five years Black-Scholes value of the annual grants made in 2009) that vest between four and five and three-quarters years after grant, rather than making annual grants over the same period. These new grants provide for back-end weighted vesting and expire in 10 years rather than 7 years to encourage our executives to remain with our company over the long-term and to better align them with our shareholders. In that regard, in March 2010, the compensation committee granted to each of the named executive officers (other than (i) Mr. Maffei who had received his multi-year grant in connection with his December 2009 agreement in principle to serve as our Chief Executive Officer for the next five years and (ii) Mr. Malone) multi-year stock option awards. One-third of the shares subject to options vest in each of June 2013, June 2014 and December 2015. (We refer to the multi-year awards granted to all our named executive officers, other than Mr. Malone who did not receive any, as the Multi-Year Awards.) For more information regarding these equity incentive grants, please see the "Grants of Plan-Based Awards" table below.

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        Perquisites and Other Personal Benefits.    The perquisites and other personal benefits available to our executives (that are not otherwise available to all of our salaried employees, such as matching contributions to the Liberty 401(k) Savings Plan and the payment of life insurance premiums) consist of:

    limited personal use of corporate aircraft;

    occasional, personal use of an apartment in New York City owned by our company, which is primarily used for business purposes, and occasional, personal use of a company car and driver;

    a deferred compensation plan that provides above-market preferential returns; and

    in the case of Mr. Malone, an annual allowance of $1 million for personal expenses provided pursuant to the terms of his employment agreement.

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

        On occasion, and with the approval of our Chairman or Chief Executive Officer, executives may have family members and other guests accompany them on our corporate aircraft when traveling on business. Under the terms of the employment arrangements with our Chairman and Chief Executive Officer, those individuals and their guests may use corporate aircraft for non-business purposes subject to specified limitations.

        Pursuant to Mr. Maffei's employment agreement, 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 our company, except as otherwise provided below, (ii) the cessation of ownership or lease of aircraft by our company or (iii) December 31, 2014. If Mr. Maffei's employment terminates due to disability, for good reason or without cause, Mr. Maffei will be entitled to continued use of the company's aircraft for 18 months after termination of his employment. Mr. Maffei incurs taxable income, calculated in accordance with the Standard Industry Fare Level (SIFL) rates, for all personal use of our corporate aircraft.

        The aggregate incremental cost to our company of Mr. Malone's personal use of our corporate aircraft counts toward his $1 million personal expense allowance (described above). We determine incremental cost using a method that takes into account:

    landing and parking expenses;

    crew travel expenses;

    supplies and catering;

    aircraft fuel and oil expenses per hour of flight;

    any customs, foreign permit and similar fees; and

    passenger ground transportation.

Because the company's aircraft is 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 our aircraft is valued using a method based on 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 we may deduct for a purely personal flight is limited

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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 Section 162(m) of the Code to the extent that the named executive officer's compensation that is subject to that limitation 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, our board of directors 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 their cash performance bonuses. Compensation deferred under the plan that otherwise would have been received in 2010 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 Arrangements—2006 Deferred Compensation Plan" and the "Nonqualified Deferred Compensation Plans" table below.

        We provide Mr. Malone with certain deferred compensation arrangements that were entered into by our predecessors and assumed by us in connection with the various restructurings that we have undergone. Beginning in February 2009, Mr. Malone began receiving accelerated payments under those deferred compensation arrangements. For more information on these arrangements, see "Executive Compensation—Executive Compensation Arrangements—Malone Employment Agreement" below.

    Employment Arrangements with Certain Named Executive Officers

        Our employment agreement with Mr. Malone was first entered into in the 1980s, when he was the Chief Executive Officer of our former parent TCI. We 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 the amendments thereto, see "—Executive Compensation Arrangements—Malone Employment Agreement" below.

        In December 2009, the compensation committee approved a new compensation package for Mr. Maffei commencing January 1, 2010, which was later memorialized in his employment agreement. For a more detailed description of his compensation arrangements, see "—Executive Compensation Arrangements—Maffei Employment Agreement" 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 existing incentive plans or to be granted under the 2010 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 of the compensation we pay to certain of the named executive officers may not be deductible due to the application of Section 162(m) of the Code.

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    Policy on Restatements

        In those instances where we grant cash or equity-based incentive compensation, we include in the related agreement with the executive a right, in favor of our company, to require the executive to repay or return to the company any cash, stock or other incentive 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 of our financial statements is required and (2) in the reasonable judgment of our compensation 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, our compensation committee may take into account, among other factors it deems relevant, the extent to which the market value of the applicable series of our common stock was affected by the errors giving rise to the restatement. The cash, stock or other compensation that we 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.

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SUMMARY COMPENSATION TABLE

Name and Principal
Position (as of 12/31/10)
  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

    2010     2,600                     266,097     1,194,517 (7)   1,463,214  
 

Chairman of the Board

    2009     2,600                     266,872     1,136,135 (7)   1,405,607  

    2008     2,600         5,382,006     9,902,009         239,110     1,150,933 (7)   16,676,658  

Gregory B. Maffei

   
2010
   
1,500,000
   
   
   
   
4,302,000
   
   
593,793

(9)
 
6,395,793
 
 

President and Chief

    2009     1,000,000         1,687,503     79,345,879 (8)   5,062,500     4,096     393,587 (9)   87,493,565 (8)
 

Executive Officer

    2008     1,000,000         8,114,003     9,902,009     2,732,000     41,937     496,354 (9)   22,286,303  

Charles Y. Tanabe

   
2010
   
875,500
   
   
   
16,528,958

(10)
 
1,332,073
   
   
29,403
   
18,765,934
 
 

Executive Vice President

    2009     875,500         350,233     2,292,387     1,050,600     1,361     29,403     4,599,484  
 

and General Counsel

    2008     875,500         2,185,177     2,807,439     659,252     13,860     27,903     6,569,131  

David J.A. Flowers

   
2010
   
650,000
   
177,000
   
   
8,815,417

(10)
 
699,075
   
   
29,403
   
10,370,895
 
 

Senior Vice President and

    2009     650,000         205,686     1,222,602     616,992     763     29,403     2,725,446  
 

Treasurer (principal financial officer)

    2008     650,000         1,112,664     1,497,293     298,838     8,331     25,549     3,592,675  

Albert E. Rosenthaler

   
2010
   
650,000
   
   
   
8,815,417

(10)
 
784,388
   
   
27,122
   
10,276,927
 
 

Senior Vice President

    2009     650,000         205,686     1,222,602     616,992     371     27,122     2,722,773  
 

    2008     650,000         1,180,912     1,497,293     367,088     3,377     24,662     3,723,332  

Christopher W. Shean

   
2010
   
650,000
   
   
   
8,815,417

(10)
 
699,075
   
692
   
26,210
   
10,191,394
 
 

Senior Vice President and

    2009     650,000         173,651     1,222,602     521,016     1,329     25,640     2,594,238  
 

Controller (principal accounting officer)

    2008     650,000         1,146,788     1,497,293     332,963     2,640     24,108     3,653,792  

(1)
The aggregate grant date fair value of the equity incentive awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 15 to our consolidated financial statements for the year ended December 31, 2010 (which are included in our Annual Report on Form 10-K as filed with the SEC on February 28, 2011).

(2)
Reflects the cash portion of the performance-based bonuses paid to each of the named executive officers (other than Mr. Malone, who does not participate in the program). See "—Compensation Discussion and Analysis—Elements of 2010 Executive Compensation—2010 Performance Bonuses."

(3)
Reflects the above-market earnings credited during 2010, 2009 and 2008 to the deferred compensation accounts of each applicable named executive officers. See "—Compensation Discussion and Analysis—Elements of 2010 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 (subject to specified maximums), and we contribute a matching contribution of 100% of the participants' contributions. Participant contributions to the Liberty 401(k) Savings Plan are fully vested upon contribution.

Generally, participants acquire a vested right in our contributions as follows:

Years of Service
  Vesting Percentage  

Less than 1

    0 %

1 - 2

    33 %

2 - 3

    66 %

3 or more

    100 %

    Included in this column, with respect to each named executive officer, is $24,500, $24,500 and $23,000 of matching contributions made by our company to the Liberty 401(k) Savings Plan in 2010, 2009 and 2008, respectively. With respect to these matching contributions, all of our named executive officers are fully vested.

(5)
Included in this column are the life insurance premiums paid by our company, on behalf of each of the named executive officers, as follows:

 
  Amounts ($)  
Name
  2010   2009   2008  

John C. Malone

    8,382     8,392      

Gregory B. Maffei

    2,622     1,710     1,710  

Charles Y. Tanabe

    4,903     4,903     4,903  

David J.A. Flowers

    4,903     4,903     2,549  

Albert E. Rosenthaler

    2,622     2,622     1,662  

Christopher W. Shean

    1,710     1,140     1,108  

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(6)
We make available to our personnel, including our named executive officers, tickets to various sporting events with no aggregate incremental cost attributable to any single person.

(7)
Includes the following:

 
  Amounts ($)  
 
  2010   2009   2008  

Reimbursement for personal estate and tax planning advice

    201,911     125,741     83,800  

Reimbursement for personal legal services

    232,137     46,839     101,612  

Compensation related to personal use of corporate aircraft(a)

    288,405     175,544     186,395  

Tax payments made on behalf of Mr. Malone

    409,732     468,670     601,191  

Payment of regulatory filing fees

    24,739     283,854     125,000  

Miscellaneous travel expenses

            20,701  

Tax gross-up related to income attributed to Mr. Malone with respect to our cafeteria plan

            380  

(a)
Calculated based on aggregate incremental cost of such usage to our company

    We own an apartment in New York City which is primarily used for business purpose. Mr. Malone makes use of this apartment and our company car and driver for personal reasons. From time to time, we also pay the cost of miscellaneous shipping and catering expenses for Mr. Malone.

(8)
Includes the grant date fair value of Mr. Maffei's Multi-Year Award granted in connection with his agreement in principle to continue serving as our Chief Executive Officer until 2014. See "—Compensation Discussion and Analysis—Elements of 2010 Executive Compensation—Equity Incentive Compensation" for information regarding our compensation practices relating to equity incentive awards. Although his amended compensation package applies to the period 2010-2014, these awards were granted in December 2009 and are, accordingly, reflected in his 2009 compensation information above.

(9)
Includes the following:

 
  Amounts ($)  
 
  2010   2009   2008  

Reimbursement for personal legal services

    118,589          

Compensation related to personal use of corporate aircraft(a)

    445,082     364,766     460,749  

(a)
Calculated based on aggregate incremental cost of such usage to our company

    We own an apartment in New York City which is primarily used for business purpose. Mr. Maffei makes use of this apartment and our company car and driver for personal reasons. From time to time, we also pay the cost of miscellaneous shipping and catering expenses for Mr. Maffei.

(10)
Includes the grant date fair value of the Multi-Year Awards granted in March 2010 to the applicable named executive officer. See "—Compensation Discussion and Analysis—Elements of 2010 Executive Compensation—Equity Incentive Compensation" and the "Grants of Plan-Based Awards" table below for more information regarding our compensation practices relating to equity incentive awards and these Multi-Year Awards.

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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 our company. 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 our compensation committee. Although the "Summary Compensation Table" table above reflects the aggregate incremental cost of Mr. Malone's personal use of our corporate aircraft, the value of his aircraft use for purposes of his employment agreement is determined in accordance with SIFL and aggregated $114,945 for the year ended December 31, 2010. 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. We 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 our company, in satisfaction of our obligations to him under the 1993 deferred compensation arrangement, the 1982 deferred compensation arrangement and the installment severance plan. At the time of the amendment, the amounts owed to Mr. Malone under these arrangements

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aggregated approximately $2.4 million, $20 million and $39 million, respectively. As a result of these modifications, Mr. Malone receives 240 equal monthly installments, which commenced 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. Interest ceased to accrue under the installment severance plan once these payments began.

        Under the terms of Mr. Malone's employment agreement, he is entitled to receive upon the termination of his employment at our 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 our company on his employment agreement, see "—Potential Payments Upon Termination or Change in Control" below.

    Maffei Employment Arrangements

        November 2005 Arrangement.    In connection with the acceptance by Gregory B. Maffei of employment with our company as CEO-Elect in November 2005, our board of directors approved an employment arrangement for Mr. Maffei. Pursuant to the arrangement, Mr. Maffei was entitled to receive a base salary of $1,000,000 per annum. We agreed to reimburse Mr. Maffei for his commuting costs from Seattle to Denver through 2006. We 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 subsequent corporate transactions, 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 110,000 shares of LSTZA at an exercise price of $23.57 per share (after giving effect to the conversion of a portion of his Liberty Entertainment stock options as a result of the November 2009 split-off). In the event of Mr. Maffei's involuntary termination without cause, Mr. Maffei would have been 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 our board of directors to have been earned prior to his termination. Unvested stock incentive awards held by Mr. Maffei would have vested to the extent that they would have vested in that eighteen month period had Mr. Maffei continued to be employed during that period.

        December 2009 Arrangement; Employment Agreement.    On December 17, 2009, the compensation committee approved in principle a new compensation arrangement in favor of Mr. Maffei providing, among other things, for a five year employment term beginning January 1, 2010 and ending December 31, 2014, with an annual base salary of $1.5 million, increasing annually by 5% of the prior year's base salary, and an annual target cash bonus equal to 200% of the applicable year's annual base salary.

        On May 17, 2010, we entered into a definitive employment agreement with Mr. Maffei, memorializing the compensation arrangement that was approved in principle by the compensation committee on December 17, 2009. The agreement provides that, in the event Mr. Maffei is terminated for cause (as defined in the agreement) he will be entitled only to his accrued base salary, unpaid expenses and any amounts due under applicable law, and he will forfeit all rights to his unvested restricted shares and unvested options. If Mr. Maffei terminates his employment without good reason (as defined in the agreement), he will be entitled only to his accrued base salary, accrued but unpaid bonus for the prior year, unpaid expenses and any amounts due under applicable law (Standard Payments), and he will forfeit all rights to his unvested restricted shares and unvested options.

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However, in both cases, his vested, unexercised options and similar rights as of his termination date will remain exercisable either (1) for 90 days after his termination or until the original expiration date of the applicable award, if sooner, or (2) if any such termination of his employment occurs following December 31, 2014, until the original expiration date of the applicable award. If Mr. Maffei is terminated by Liberty Media without cause or if he terminates his employment for good reason, the agreement provides for him to receive the Standard Payments and a severance payment of $7.8 million and provides for his unvested restricted shares and unvested options and similar rights (including his Multi-Year Award) to vest pro rata based on the portion of the term elapsed through the termination date plus 18 months and for all vested and accelerated options and similar rights to remain exercisable until their respective expiration dates. If the termination described in the immediately preceding sentence occurs within 90 days before or 210 days after the occurrence of a change in control (as defined in the agreement), then Mr. Maffei's unvested restricted shares and unvested options and similar rights granted by Liberty Media will instead vest in full. In the case of Mr. Maffei's death or his disability, the agreement provides for the right to receive the Standard Payments and a severance payment of $7.8 million, for his unvested restricted shares and unvested options and similar rights to fully vest and for his vested and accelerated options and similar rights to remain exercisable until their respective expiration dates. Further, in the event of certain spin-off or split-off transactions which exceed a specified threshold of Liberty Media's consolidated assets, Mr. Maffei's unvested restricted shares and unvested options and similar rights would vest in full unless Mr. Maffei is named the Chief Executive Officer of the spin-off or split-off entity and his equity awards are adjusted in the transaction in such a manner as to preserve the intrinsic value thereof. In addition, if Mr. Maffei is terminated without cause or due to disability, or terminates his employment for good reason, Mr. Maffei will be entitled to continuation of certain perquisites for 18 months, including use of our corporate aircraft.

        Also pursuant to the agreement, Mr. Maffei is entitled to customary benefits and perquisites provided to senior executive officers of Liberty Media and is entitled to use of our corporate aircraft as provided in his existing letter agreement with Liberty Media through the term of this new agreement. See "—Aircraft Usage" below. The agreement further provides that it is intended to meet the requirements of Section 409A of the Internal Revenue Code (the Code) and provides for certain reimbursements to Mr. Maffei in the event the agreement does not so comply. The agreement also contains customary provisions pertaining to confidentiality and limitations on outside activities.

        Also, on December 17, 2009, in connection with the approval in principle of his compensation arrangement, Mr. Maffei received a multi-year grant of options to purchase the following shares of our company with exercise prices equal to the closing sale prices of the applicable series of stock on the grant date: 8,743,000 shares of LINTA, 760,000 shares of LSTZA and 1,353,000 shares of LCAPA. One-half of the options will vest on the fourth anniversary of the grant date with the remaining options vesting on the fifth anniversary of the grant date, in each case, subject to Mr. Maffei being employed by our company on the applicable vesting date. The options have a term of 10 years.

        Aircraft Usage.    In 2008, we 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 the termination of his employment agreement, his termination with our company or the cessation of aircraft ownership by our company. Mr. Maffei will continue to incur taxable income, calculated in accordance with SIFL, for all personal use of our corporate aircraft.

    Equity Incentive Plans

        The 2007 Incentive Plan and the 2010 Incentive Plan are administered by the compensation plan committee of our board of directors. The Liberty Media Corporation 2000 Incentive Plan (the 2000 Incentive Plan), also administered by the compensation committee, expired in December 2010. Previously, the compensation committee had delegated to the incentive plan committee (a former subcommittee of the compensation committee) the authority to administer the existing incentive plans.

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The compensation committee 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 existing incentive plans are designed to provide additional remuneration to certain employees and independent contractors for exceptional service and to encourage their investment in our company. Our compensation committee may grant non-qualified stock options, SARs, restricted shares, stock units, cash awards, performance awards or any combination of the foregoing under the existing incentive plans (collectively, awards).

        The maximum number of shares of our common stock with respect to which awards may be issued under the 2000 Incentive Plan was 69,475,000, under the 2007 Incentive Plan is 39,300,000 and under the 2010 Incentive Plan is 50,000,000, subject, in each case, to anti-dilution and other adjustment provisions of the respective plans. With limited exceptions, no person may be granted in any calendar year awards covering more than 7,869,000 shares of our common stock under the 2007 Incentive Plan and 8,000,000 shares of our common stock under the 2010 Incentive Plan and no person was permitted to be granted in any calendar year awards covering more than 7,869,000 shares of our common stock under the 2000 Incentive Plan (subject, in each case, to anti-dilution and other adjustment provisions of the plans) nor may any person receive under each of the existing incentive plans (and, in the case of the 2000 Incentive Plan, nor was any person permitted to receive) payment for cash awards during any calendar year in excess of $10 million. Shares of our common stock issuable pursuant to awards made under the existing incentive plans are made available from either authorized but unissued shares or shares that have been issued but reacquired by our company.

        As a result of the expiration of the 2000 Incentive Plan on December 6, 2010 and the dwindling capacity under the 2007 Incentive Plan, our board determined to adopt the 2010 Incentive Plan, which was submitted to a vote of and approved by our stockholders in 2010. Each of the 2007 Incentive Plan and the 2010 Incentive Plan has a 5 year term.

    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 our 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 "—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.

        Our board of directors reserves the right to terminate the 2006 deferred compensation plan at any time. An optional termination by our board of directors will not result in any distribution acceleration.

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Grants of Plan-Based Awards

        The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2010 to the named executive officers (other than Mr. Malone, who did not receive any grants). Please see "—Compensation Discussion and Analysis—Elements of 2010 Executive Compensation—Equity Incentive Compensation" for a discussion of the allocation of equity awards among our three tracking stocks.

 
   
  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 (#)(4)
   
   
 
 
   
  Exercise or
base price
of option
awards
($/Sh)
   
 
Name
  Grant
Date
  Threshold
($)(1)
  Target
($)(2)
  Maximum
($)(3)
  Grant date fair
value of stock and
option awards ($)
 

Gregory B. Maffei

                                                 

    3/19/10     1,230,000         6,000,000                  

Charles Y. Tanabe

                                                 

    3/19/10     358,955         1,751,000                  
 

LCAPA

    3/19/10                     207,940     34.39     4,030,210  
 

LINTA

    3/19/10                     1,247,637     14.62     10,062,816  
 

LSTZA

    3/19/10                     106,182     51.21     2,435,932  

David J.A Flowers

                                                 

    3/19/10     199,875         975,000                  
 

LCAPA

    3/19/10                     110,901     34.39     2,149,439  
 

LINTA

    3/19/10                     665,405     14.62     5,366,824  
 

LSTZA

    3/19/10                     56,630     51.21     1,299,154  

Albert E. Rosenthaler

                                                 

    3/19/10     199,875         975,000                  
 

LCAPA

    3/19/10                     110,901     34.39     2,149,439  
 

LINTA

    3/19/10                     665,405     14.62     5,366,824  
 

LSTZA

    3/19/10                     56,630     51.21     1,299,154  

Christopher W. Shean

                                                 

    3/19/10     199,875         975,000                  
 

LCAPA

    3/19/10                     110,901     34.39     2,149,439  
 

LINTA

    3/19/10                     665,405     14.62     5,366,824  
 

LSTZA

    3/19/10                     56,630     51.21     1,299,154  

(1)
Represents the minimum amount that would have been payable to each named executive officer assuming (x) the 2010 Threshold was exceeded by a sufficient amount to permit the maximum bonus amounts to have been payable, (y) a corporate performance rating of 1 was ascribed for 2010, and (z) an individual performance rating of 6 was ascribed for 2010 to each named executive officer. For more information on this performance bonus program, see "—Compensation Discussion and Analysis—Elements of 2010 Executive Compensation—2010 Performance Bonuses."

(2)
Our 2010 performance bonus program is not based upon any established target payout for any named executive officer. For the actual bonuses paid, see the amounts included for 2010 in the column entitled Non-Equity Incentive Plan Compensation in the "Summary Compensation Table" above.

(3)
Represents the maximum amount that would have been payable to each named executive officer assuming (x) the 2010 Threshold was exceeded by a sufficient amount to permit the maximum bonus amounts to have been payable, (y) the highest corporate performance rating of 10 was ascribed for 2010 and (z) the highest individual performance rating of 10 was ascribed for 2010 to each named executive officer. For more information on this performance bonus program, see "—Compensation Discussion and Analysis—Elements of 2010 Executive Compensation—2010 Performance Bonuses."

(4)
Vests one-third on June 30, 2013, one-third on June 30, 2014 and one-third on December 31, 2015.

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Outstanding Equity Awards at Fiscal Year-End

        The following table contains information regarding unexercised options and unvested shares of our common stock which were outstanding as of December 31, 2010 and held by the named executive officers, including those awards granted during 2010 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

    79,140     5,288 (1)   15.96     3/29/14          
 

LCAPA

    166,872     166,875 (2)   3.57     12/16/15          
 

LINTA

   
50,000
   
   
19.14
   
6/14/15
   
   
 
 

LINTA

    319,110     21,283 (1)   24.06     3/29/14          
 

LINTA

    686,560     686,572 (2)   2.91     12/16/15          
 

LINTB*

    2,871,351         23.64     2/28/11          
 

LINTB

    450,000         19.74     6/14/15              
 

LSTZA

   
4,000
   
   
26.44
   
6/14/15
   
   
 
 

LSTZA

    31,660     2,111 (1)   33.72     3/29/14          
 

LSTZA

    68,682     68,683 (2)   26.03     12/16/15          
 

LSTZB

    36,000         26.71     6/14/15          

Stock Awards

                                     
 

LSTZA

                    15,211 (2)   1,011,227  

Gregory B. Maffei

                                     

Option Awards

                                     
 

LCAPA

    275,000         10.88     11/8/12          
 

LCAPA

    15,625         11.36     3/2/13          
 

LCAPA

    105,555     7,045 (1)   15.96     3/29/14          
 

LCAPA

    85,944     28,662 (3)   17.26     12/24/14          
 

LCAPA

    166,872     166,875 (2)   3.57     12/16/15          
 

LCAPA

        1,353,000 (4)   23.28     12/17/19          
 

LINTA

   
1,375,000
   
   
16.91
   
11/8/12
   
   
 
 

LINTA

    78,125         17.65     3/2/13          
 

LINTA

    425,520     28,380 (1)   24.06     3/29/14          
 

LINTA

    347,076     115,703 (3)   19.96     12/24/14          
 

LINTA

    686,560     686,572 (2)   2.91     12/16/15          
 

LINTA

        8,743,000 (4)   10.27     12/17/19              
 

LSTZA

   
110,000
   
   
23.57
   
11/8/12
   
   
 
 

LSTZA

    6,250         24.53     3/2/13          
 

LSTZA

    42,225     2,815 (1)   33.72     3/29/14          
 

LSTZA

    34,381     11,461 (3)   36.31     12/24/14          
 

LSTZA

    68,682     68,683 (2)   26.03     12/16/15          
 

LSTZA

        760,000 (4)   47.70     12/17/19          

                                     

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  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

                    60,311 (5)   3,773,056  
 

LCAPA

                    9,665 (6)   604,642  
 

LINTA

   
   
   
   
   
132,259

(5)
 
2,085,724
 
 

LINTA

                    62,440 (6)   984,679  
 

LSTZA

   
   
   
   
   
3,161

(5)
 
210,143
 
 

LSTZA

                    15,211 (2)   1,011,227  
 

LSTZA

                    5,425 (6)   360,654  

Charles Y. Tanabe

                                     

Option Awards

                                     
 

LCAPA

    1,993     2,005 (1)   15.96     3/29/14          
 

LCAPA

    2,021     8,090 (3)   17.26     12/24/14          
 

LCAPA

    5,914     47,313 (2)   3.57     12/16/15          
 

LCAPA

    2,936     35,224 (7)   23.28     12/17/16          
 

LCAPA

        207,940 (8)   34.39     3/19/20          
 

LINTA

   
492,288
   
   
22.90
   
2/28/11
   
   
 
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    56,250         15.46     8/6/14          
 

LINTA

    70,000         18.54     8/2/12          
 

LINTA

    51,042         17.52     2/28/13          
 

LINTA

    120,555     8,045 (1)   24.06     3/29/14          
 

LINTA

    97,944     32,654 (3)   19.96     12/24/14          
 

LINTA

    97,328     194,657 (2)   2.91     12/16/15          
 

LINTA

    72,082     216,246 (7)   10.27     12/17/16          
 

LINTA

        1,247,637 (8)   14.62     3/19/20          
 

LSTZA

   
797
   
798

(1)
 
33.72
   
3/29/14
   
   
 
 

LSTZA

    809     3,234 (3)   36.31     12/24/14          
 

LSTZA

    2,434     19,473 (2)   26.03     12/16/15          
 

LSTZA

    1,652     19,819 (7)   47.70     12/17/16          
 

LSTZA

        106,182 (8)   51.21     3/19/20          

Stock Awards

                                     
 

LCAPA

                    14,555 (5)   910,561  
 

LCAPA

                    2,007 (6)   125,558  
 

LINTA

   
   
   
   
   
31,918

(5)
 
503,347
 
 

LINTA

                    12,959 (6)   204,363  
 

LSTZA

   
   
   
   
   
763

(5)
 
50,724
 
 

LSTZA

                    4,313 (2)   286,728  
 

LSTZA

                    1,127 (6)   74,923  

David J.A. Flowers

                                     

Option Awards

                                     
 

LCAPA

    10,000         10.92     7/31/13          
 

LCAPA

    12,500         9.95     8/6/14          
 

LCAPA

    15,840     1,060 (1)   15.96     3/29/14          

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

LCAPA

    12,852     4,289 (3)   17.26     12/24/14          
 

LCAPA

    25,232     25,234 (2)   3.57     12/16/15          
 

LCAPA

    6,262     18,786 (7)   23.28     12/17/16          
 

LCAPA

        110,901 (8)   34.39     3/19/20          
 

LINTA

   
369,216
   
   
22.90
   
2/28/11
   
   
 
 

LINTA

    50,000         16.97     7/31/13          
 

LINTA

    62,500         15.46     8/6/14          
 

LINTA

    75,000         18.54     8/2/12          
 

LINTA

    45,208         17.52     2/28/13          
 

LINTA

    63,840     4,260 (1)   24.06     3/29/14          
 

LINTA

    51,900     17,314 (3)   19.96     12/24/14          
 

LINTA

    103,816     103,817 (2)   2.91     12/16/15          
 

LINTA

    38,443     115,332 (7)   10.27     12/17/16          
 

LINTA

        665,405 (8)   14.62     3/19/20          
 

LSTZA

   
452
   
   
24.36
   
2/28/13
   
   
 
 

LSTZA

    2,112     423 (1)   33.72     3/29/14          
 

LSTZA

    2,143     1,713 (3)   36.31     12/24/14          
 

LSTZA

    6,491     10,385 (2)   26.03     12/16/15          
 

LSTZA

    3,523     10,570 (7)   47.70     12/17/16          
 

LSTZA

        56,630 (8)   51.21     3/19/20          

Stock Awards

                                     
 

LCAPA

                    6,599 (5)   412,833  
 

LCAPA

                    1,179 (6)   73,758  
 

LINTA

   
   
   
   
   
14,472

(5)
 
228,223
 
 

LINTA

                    7,611 (6)   120,025  
 

LSTZA

   
   
   
   
   
346

(5)
 
23,002
 
 

LSTZA

                    2,300 (2)   152,904  
 

LSTZA

                    662 (6)   44,010  

Albert E. Rosenthaler

                                     

Option Awards

                                     
 

LCAPA

    1,056     1,060 (1)   15.96     3/29/14          
 

LCAPA

    1,071     4,289 (3)   17.26     12/24/14          
 

LCAPA

    3,154     25,234 (2)   3.57     12/16/15          
 

LCAPA

    1,566     18,786 (7)   23.28     12/17/16          
 

LCAPA

        110,901 (8)   34.39     3/19/20          
 

LINTA

   
128,200
   
   
19.25
   
4/1/12
   
   
 
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    62,500         15.46     8/6/14          
 

LINTA

    75,000         18.54     8/2/12          
 

LINTA

    42,208         17.52     2/28/13          
 

LINTA

    63,840     4,260 (1)   24.06     3/29/14          
 

LINTA

    51,900     17,314 (3)   19.96     12/24/14          
 

LINTA

    12,977     103,817 (2)   2.91     12/16/15          
 

LINTA

    38,443     115,332 (7)   10.27     12/17/16          

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 ($)
  Option
expiration
date
  Number of
shares or units
of stock that
have not
vested (#)
  Market value of
shares or units
of stock that
have not
vested ($)
 
 

LINTA

        665,405 (8)   14.62     3/19/20          
 

LSTZA

   
845
   
423

(1)
 
33.72
   
3/29/14
   
   
 
 

LSTZA

    857     1,713 (3)   36.31     12/24/14          
 

LSTZA

    2,596     10,385 (2)   26.03     12/16/15          
 

LSTZA

    1,762     10,570 (7)   47.70     12/17/16          
 

LSTZA

        56,630 (8)   51.21     3/19/20          

Stock Awards

                                     
 

LCAPA

                    8,110 (5)   507,362  
 

LCAPA

                    1,179 (6)   73,758  
 

LINTA

   
   
   
   
   
17,775

(5)
 
280,312
 
 

LINTA

                            7,611 (6)   120,025  
 

LSTZA

   
   
   
   
   
425

(5)
 
28,254
 
 

LSTZA

                    2,300 (2)   152,904  
 

LSTZA

                    662 (6)   44,010  

Christopher W. Shean

                                     

Option Awards

                                     
 

LCAPA

    15,840     1,060 (1)   15.96     3/29/14          
 

LCAPA

    12,852     4,289 (3)   17.26     12/24/14          
 

LCAPA

    15,232     25,234 (2)   3.57     12/16/15          
 

LCAPA

    6,262     18,786 (7)   23.28     12/17/16          
 

LCAPA

        110,901 (8)   34.39     3/19/20          
 

LINTA

   
14,102
   
   
22.90
   
2/28/11
             
 

LINTA

    62,500         16.97     7/31/13          
 

LINTA

    62,500         15.46     8/6/14          
 

LINTA

    65,000         18.54     8/2/12          
 

LINTA

    51,042         17.52     2/28/13          
 

LINTA

    63,840     4,260 (1)   24.06     3/29/14          
 

LINTA

    51,900     17,314 (3)   19.96     12/24/14          
 

LINTA

    77,862     103,817 (2)   2.91     12/16/15          
 

LINTA

    38,443     115,332 (7)   10.27     12/17/16          
 

LINTA

        665,405 (8)   14.62     3/19/20          
 

LSTZA

   
510
   
   
24.36
   
2/28/13
   
   
 
 

LSTZA

    6,337     423 (1)   33.72     3/29/14          
 

LSTZA

    5,142     1,714 (3)   36.31     12/24/14          
 

LSTZA

    6,536     10,385 (2)   26.03     12/16/15          
 

LSTZA

    3,523     10,570 (7)   47.70     12/17/16          
 

LSTZA

        56,630 (8)   51.21     3/19/20          

Stock Awards

                                     
 

LCAPA

                    7,354 (5)   460,066  
 

LCAPA

                    995 (6)   62,247  
 

LINTA

   
   
   
   
   
16,124

(5)
 
254,275
 
 

LINTA