10-Q

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

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to

Commission File Number 001-33982

LIBERTY MEDIA CORPORATION
(Exact name of Registrant as specified in its charter)

State of Delaware (State or other jurisdiction of incorporation or organization)	84-1288730 (I.R.S. Employer Identification No.)
12300 Liberty Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip Code)

Registrant's telephone number, including area code: (720) 875-5400

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(do not check if
smaller reporting company) Smaller reporting company o

        Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o    No ý

        The number of outstanding shares of Liberty Media Corporation's common stock as of July 31, 2011 was:

	Series A		Series B
Liberty Capital common stock		74,138,127		7,345,691
Liberty Interactive common stock		572,681,560		29,002,021
Liberty Starz common stock		49,222,471		2,949,073

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)

			June 30, 2011			December 31, 2010
			amounts in millions
Assets
Current assets:
	Cash and cash equivalents		$	3,414			3,179
	Trade and other receivables, net			915			1,142
	Inventory, net			1,103			1,069
	Program rights			471			411
	Short term marketable securities			372			509
	Restricted cash (note 10)			716			68
	Other current assets			121			177
		Total current assets		7,112			6,555
Investments in available-for-sale securities and other cost investments, including $1,148 million and $1,219 million pledged as collateral for share borrowing arrangements (note 6)				4,244			4,551
Investments in affiliates, accounted for using the equity method (note 7)				1,478			1,040
Property and equipment, at cost				2,386			2,297
Accumulated depreciation				(1,111	)		(1,012	)
				1,275			1,285
Intangible assets not subject to amortization (note 9):
	Goodwill			6,350			6,315
	Trademarks			2,513			2,513
	Other			153			153
				9,016			8,981
Intangible assets subject to amortization, net (note 9)				2,587			2,759
Other assets, at cost, net of accumulated amortization				866			1,429
		Total assets	$	26,578			26,600

See accompanying notes to condensed consolidated financial statements.

I-1

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)

				June 30, 2011		December 31, 2010
				amounts in millions
Liabilities and Equity
Current liabilities:
	Accounts payable			$	544		651
	Accrued liabilities				883		995
	Financial instruments (note 8)				1,167		1,264
	Current portion of debt (note 10)				1,265		530
	Deferred income tax liabilities				911		864
	Deferred revenue				211		347
	Other current liabilities				115		88
		Total current liabilities			5,096		4,739
Long-term debt, including $2,661 million and $2,506 million measured at fair value (note 10)					5,957		6,788
Long-term financial instruments (note 8)					88		94
Deferred income tax liabilities					2,465		2,211
Deferred revenue					548		860
Other liabilities					462		466
		Total liabilities			14,616		15,158
Equity
	Stockholders' equity (note 11):
		Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued			—		—
		Series A Liberty Capital common stock, $.01 par value. Authorized 2,000,000,000 shares; issued and outstanding 74,131,132 shares at June 30, 2011 and 75,139,893 shares at December 31, 2010			1		1
		Series B Liberty Capital common stock, $.01 par value. Authorized 75,000,000 shares; issued and outstanding 7,350,225 shares at June 30, 2011 and 7,363,948 shares at December 31, 2010			—		—
		Series A Liberty Starz common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 49,216,947 shares at June 30, 2011 and 49,130,652 shares at December 31, 2010			—		—
		Series B Liberty Starz common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 2,953,815 shares at June 30, 2011 and 2,917,815 shares at December 31, 2010			—		—
		Series A Liberty Interactive common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 572,645,073 shares at June 30, 2011 and 570,731,067 shares at December 31, 2010			6		6
		Series B Liberty Interactive common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 29,005,670 shares at June 30, 2011 and 29,059,016 shares at December 31, 2010			—		—
		Additional paid-in capital			8,189		8,338
		Accumulated other comprehensive earnings, net of taxes			282		226
		Retained earnings			3,388		2,742
			Total stockholders' equity		11,866		11,313
	Noncontrolling interests in equity of subsidiaries				96		129
			Total equity		11,962		11,442
Commitments and contingencies (note 12)
		Total liabilities and equity		$	26,578		26,600

See accompanying notes to condensed consolidated financial statements.

I-2

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Operations

(unaudited)

			Three months ended June 30,						Six months ended June 30,
			2011			2010			2011			2010
			amounts in millions, except per share amounts
Revenue:
	Net retail sales		$	2,245			2,053			4,404			4,078
	Communications and programming services			538			511			1,511			984
				2,783			2,564			5,915			5,062
Operating costs and expenses:
	Cost of sales			1,398			1,284			2,775			2,578
	Operating			541			558			1,137			1,014
	Selling, general and administrative, including stock-based compensation (note 3)			294			271			618			617
	Legal settlement			—			—			(7	)		—
	Depreciation and amortization			168			164			338			326
				2,401			2,277			4,861			4,535
		Operating income		382			287			1,054			527
Other income (expense):
	Interest expense			(110	)		(174	)		(227	)		(344	)
	Share of earnings of affiliates, net (note 7)			15			39			7			48
	Realized and unrealized gains (losses) on financial instruments, net (note 8)			143			(81	)		186			86
	Gains (losses) on dispositions, net			—			25			(2	)		388
	Other, net			29			2			72			—
				77			(189	)		36			178
		Earnings from continuing operations before income taxes		459			98			1,090			705
Income tax expense				(176	)		(57	)		(422	)		(265	)
		Net earnings		283			41			668			440
Less net earnings attributable to the noncontrolling interests				12			4			22			14
Net earnings attributable to Liberty Media Corporation shareholders			$	271			37			646			426
Net earnings (losses) attributable to Liberty Media Corporation shareholders:
	Liberty Capital common stock		$	22			(82	)		301			(60	)
	Liberty Starz common stock			67			61			119			118
	Liberty Interactive common stock			182			58			226			368
			$	271			37			646			426

See accompanying notes to condensed consolidated financial statements.

I-3

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Operations (Continued)

(unaudited)

		Three months ended June 30,					Six months ended June 30,
		2011		2010			2011		2010
		amounts in millions, except per share amounts
Basic net earnings (losses) attributable to Liberty Media Corporation shareholders per common share (note 4):
	Series A and Series B Liberty Capital common stock	$	0.27		(.86	)		3.72		(.63	)
	Series A and Series B Liberty Starz common stock	$	1.31		1.22			2.33		2.36
	Series A and Series B Liberty Interactive common stock	$	0.30		.10			0.38		.62
Diluted net earnings (losses) attributable to Liberty Media Corporation shareholders per common share (note 4):
	Series A and Series B Liberty Capital common stock	$	0.27		(.86	)		3.63		(.63	)
	Series A and Series B Liberty Starz common stock	$	1.26		1.20			2.25		2.31
	Series A and Series B Liberty Interactive common stock	$	0.30		.10			0.37		.61

See accompanying notes to condensed consolidated financial statements.

I-4

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Comprehensive Earnings (Loss)

(unaudited)

				Three months ended June 30,						Six months ended June 30,
				2011			2010			2011			2010
				amounts in millions
Net earnings				$	283			41			668			440
Other comprehensive earnings (loss), net of taxes:
	Foreign currency translation adjustments				24			(50	)		72			(102	)
	Unrealized holding losses arising during the period				(3	)		(67	)		(27	)		(2	)
	Recognition of previously unrealized (gains) losses on available-for-sale securities, net				8			(14	)		2			(126	)
	Share of other comprehensive earnings (losses) of equity affiliates				5			(6	)		8			(1	)
	Other				—			12			1			25
			Other comprehensive earnings (loss)		34			(125	)		56			(206	)
Comprehensive earnings (loss)					317			(84	)		724			234
	Less comprehensive earnings attributable to the noncontrolling interests				15			11			22			20
	Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders			$	302			(95	)		702			214
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders:
		Liberty Capital common stock		$	34			(156	)		289			(74	)
		Liberty Starz common stock			66			61			113			118
		Liberty Interactive common stock			202			—			300			170
				$	302			(95	)		702			214

See accompanying notes to condensed consolidated financial statements.

I-5

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements Of Cash Flows

(unaudited)

						Six months ended June 30,
						2011			2010
						amounts in millions
Cash flows from operating activities:
	Net earnings					$	668			440
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization					338			326
		Stock-based compensation					51			60
		Cash payments for stock-based compensation					(11	)		(40	)
		Noncash interest expense					5			50
		Share of earnings of affiliates, net					(7	)		(48	)
		Cash receipts from returns on equity investments					10			10
		Realized and unrealized gains on financial instruments, net					(186	)		(86	)
		Losses (gains) on disposition of assets, net					2			(388	)
		Deferred income tax expense					179			106
		Other noncash charges (credits), net					(348	)		112
		Changes in operating assets and liabilities
				Current and other assets			15			88
				Payables and other liabilities			(90	)		(99	)
					Net cash provided by operating activities		626			531
Cash flows from investing activities:
	Cash proceeds from dispositions						—			518
	Proceeds from settlement of financial instruments, net						—			719
	Investments in and loans to cost and equity investees						(89	)		(257	)
	Repayment of loan by cost and equity investees						189			98
	Capital expended for property and equipment						(109	)		(129	)
	Net sales (purchases) of short term investments						141			(307	)
	Net increase in restricted cash						(145	)		(30	)
	Other investing activities, net						—			(2	)
			Net cash provided by (used by) investing activities				(13	)		610
Cash flows from financing activities:
	Borrowings of debt						193			1,136
	Repayments of debt						(451	)		(2,738	)
	Repurchases of Liberty common stock						(96	)		(326	)
	Other financing activities, net						(35	)		73
			Net cash used by financing activities				(389	)		(1,855	)
Effect of foreign currency exchange rates on cash							11			(15	)
			Net increase (decrease) in cash and cash equivalents				235			(729	)
			Cash and cash equivalents at beginning of period				3,179			4,835
			Cash and cash equivalents at end of period			$	3,414			4,106

See accompanying notes to condensed consolidated financial statements.

I-6

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement Of Equity

(unaudited)

Six months ended June 30, 2011

		Stockholders' Equity
				Common stock
				Liberty Capital				Liberty Starz				Liberty Interactive
																			Accumulated other comprehensive earnings				Noncontrolling interest in equity of subsidiaries
		Preferred stock														Additional paid-in capital					Retained earnings					Total equity
				Series A		Series B		Series A		Series B		Series A		Series B
		amounts in millions
Balance at January 1, 2011		$	—		1		—		—		—		6		—		8,338			226		2,742		129			11,442
	Net earnings		—		—		—		—		—		—		—		—			—		646		22			668
	Other comprehensive earnings		—		—		—		—		—		—		—		—			56		—		—			56
	Stock compensation		—		—		—		—		—		—		—		38			—		—		—			38
	Issuance of common stock upon exercise of stock options		—		—		—		—		—		—		—		13			—		—		—			13
	Series A Liberty Capital stock repurchases		—		—		—		—		—		—		—		(96	)		—		—		—			(96	)
	Distribution to noncontrolling interest		—		—		—		—		—		—		—		—			—		—		(50	)		(50	)
	Sale of noncontrolling interest, net of tax impacts		—		—		—		—		—		—		—		(103	)		—		—		(5	)		(108	)
	Other		—		—		—		—		—		—		—		(1	)		—		—		—			(1	)
Balance at June 30, 2011		$	—		1		—		—		—		6		—		8,189			282		3,388		96			11,962

See accompanying notes to condensed consolidated financial statements.

I-7

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2011

(unaudited)

(1) Basis of Presentation

        The accompanying condensed consolidated financial statements include the accounts of Liberty Media Corporation and its controlled subsidiaries (collectively, "Liberty" or the "Company" unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation.

        Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce, media, communications and entertainment industries in North America, Europe and Asia.

        The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10-K for the year ended December 31, 2010.

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Liberty considers (i) fair value measurement, (ii) accounting for income taxes, (iii) assessments of other-than-temporary declines in fair value of its investments and (iv) estimates of retail-related adjustments and allowances to be its most significant estimates.

        Liberty holds investments that are accounted for using the equity method. Liberty does not control the decision making process or business management practices of these affiliates. Accordingly, Liberty relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that Liberty uses in the application of the equity method. In addition, Liberty relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on Liberty's condensed consolidated financial statements.

        In September 2009, the Financial Accounting Standards Boards amended the Accounting Standards Codification ("ASC") as summarized in Accounting Standards Update ("ASU") 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements, and ASU 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. As summarized in ASU 2009-14, ASC Topic 985 has been amended to remove from the scope of industry specific revenue accounting guidance for software and software related transactions, tangible products containing software components and non-software components that function together to deliver the product's essential functionality. As summarized in ASU 2009-13, ASC Topic 605 has been amended (1) to

I-8

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(1) Basis of Presentation (Continued)

provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and the consideration allocated; (2) to require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price; and (3) to eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The accounting changes summarized in ASU 2009-14 and ASU 2009-13 are effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may either be on a prospective basis or by retrospective application.

        Liberty adopted the revenue guidance on a prospective basis as of January 1, 2011. There was no financial statement impact on that date as a result of the adoption of the new accounting guidance. In the first quarter of 2011 TruePosition, a consolidated subsidiary of Liberty, entered into an amended contract with AT&T (one of TruePosition's largest customers) that materially changed the terms of the existing contract. The transition provisions of the new accounting guidance requires that when a contract is materially modified it is subject to the new accounting requirements. This resulted in Liberty recognizing revenue for all the delivered elements meeting the separation criteria, previously deferred under the previous accounting guidance. TruePosition recognized approximately $538 million of revenue and $167 million of deferred cost associated with the delivered elements as of the modification date. Previously, TruePosition did not have Vendor Specific Objective Evidence for the undelivered specified upgrade, which changed the timing of revenue recognition for the entire arrangement. Under the new guidance TruePosition utilized the estimated selling price to determine what portion of the overall consideration to allocate to the delivered and undelivered elements.

(2) Tracking Stocks

        Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Liberty has three tracking stocks—Liberty Interactive common stock, Liberty Starz common stock and Liberty Capital common stock, which are intended to track and reflect the economic performance of the Interactive Group, Starz Group and Capital Group, respectively. While the Interactive Group, the Starz Group and the Capital Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's stock or assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

        On February 25, 2010, Liberty announced that its board of directors had resolved to effect the following changes in attribution between the Capital Group and the Interactive Group, effective immediately (the "February Reattribution"):

•

the change in attribution from the Interactive Group to the Capital Group of Liberty's 14.6% ownership interest in Live Nation Entertainment, Inc.;

I-9

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(2) Tracking Stocks (Continued)

•

the change in attribution from the Capital Group to the Interactive Group of the following debt securities:

•

$469 million in principal amount of 4% Exchangeable Senior Debentures due 2029 (the "2029 Exchangeables");

•

$460 million in principal amount of 3.75% Exchangeable Senior Debentures due 2030 (the "2030 Exchangeables"); and

•

$492 million in principal amount of 3.5% Exchangeable Senior Debentures due 2031 (the "2031 Exchangeables", and together with the 2029 Exchangeables and the 2030 Exchangeables, the "Exchangeable Notes");

•

the change in attribution from the Capital Group to the Interactive Group of approximately $830 million in net taxable income to be recognized ratably in tax years 2014 through 2018 as a result of the cancellation in April 2009 of $400 million in principal amount of 2029 Exchangeables and $350 million in principal amount of 2030 Exchangeables; and

•

the change in attribution from the Capital Group to the Interactive Group of $807 million in cash.

        On September 16, 2010, Liberty's board of directors approved a change in attribution of Liberty Media's interest in Starz Media, LLC along with $15 million in cash from its Capital Group to its Starz Group, effective September 30, 2010 (the "Starz Media Reattribution"). As a result of the Starz Media Reattribution, an intergroup payable of approximately $54.9 million owed by Liberty's Capital Group to its Starz Group was extinguished, and the Starz Group became attributed with approximately $53.7 million in bank debt, interest rate swaps and any shutdown costs associated with the winding down of the Overture Films business. Notwithstanding the Starz Media Reattribution, the board determined that certain tax benefits relating to the operation of the Starz Media, LLC business by Liberty's Capital Group that may be realized from any future sale or other disposition of that business by Liberty's Starz Group will remain attributed to its Capital Group.

        On February 9, 2011, Liberty's board approved a change in attribution of $1,138 million of the 3.125% Exchangeable Senior Debentures due 2023, the stock into which such debt is exchangeable (22 million shares of Time Warner, Inc., 5 million shares of Time Warner Cable Inc. and 2 million shares of AOL, Inc. with an aggregate carrying value of $1,215 million) and cash of $264 million from the Capital Group to the Interactive Group (the "TWX Reattribution").

        Liberty has reflected these reattributions prospectively in the unaudited attributed financial information. This change in attribution had no effect on the balance sheet and results of operations of Liberty on consolidated basis.

        See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups.

I-10

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(2) Tracking Stocks (Continued)

        During the second quarter of 2010, Liberty announced that its board of directors has authorized its management to proceed with a plan to separate its Liberty Capital and Liberty Starz tracking stock groups from its Liberty Interactive tracking stock group.

        The proposed split-off will be effected by the redemption of all the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock in exchange for shares in a wholly-owned subsidiary of Liberty ("Liberty CapStarz"). Liberty CapStarz will hold all the assets and be subject to all the liabilities attributed to the Liberty Capital and Liberty Starz tracking stock groups. The common stock of Liberty CapStarz will be divided into two tracking stock groups, one tracking assets that are currently attributed to the Liberty Capital group ("Liberty CapStarz Capital") and the other tracking assets that are currently attributed to the Liberty Starz group ("Liberty CapStarz Starz"). In the redemption, holders of Liberty Capital tracking stock will receive shares of Liberty CapStarz Capital tracking stock and holders of Liberty Starz tracking stock will receive shares of Liberty CapStarz Starz tracking stock. After the redemption, Liberty CapStarz and Liberty will be separate public companies.

        The proposed split-off is intended to be tax-free to stockholders of Liberty and its completion will be subject to various conditions including the continued validity of an IRS private letter ruling that was issued to Liberty in connection with the proposed split-off, the opinions of tax counsel and required governmental approvals. On May 23, 2011 the proposed Split-Off was approved by the requisite vote of Liberty stockholders. In August 2010, Liberty filed suit in the Delaware Court of Chancery against the trustee under the indenture governing the public indebtedness issued by the Company's subsidiary, Liberty Media LLC. The lawsuit was filed in response to allegations made by a law firm purporting to represent a holder with a large position in this public indebtedness. The lawsuit seeks a declaratory judgment by the court that the proposed split-off will not constitute a disposition of "all or substantially all" of the assets of Liberty Media LLC, as those terms are used in the indenture, as well as related injunctive relief. During the second quarter of 2011, Liberty received a favorable ruling in its case against the trustee which was subsequently appealed. Resolution of the subject matter of this lawsuit, through a final non-appealable judgment, is a condition to Liberty completing the proposed split-off. Subject to the satisfaction of the conditions described above, Liberty intends to complete the proposed split-off in the third quarter of 2011.

        The term "Interactive Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group. The assets and businesses Liberty has attributed to the Interactive Group are those engaged in video and on-line commerce, and include its subsidiaries QVC, Inc. ("QVC"), Provide Commerce, Inc. ("Provide"), Backcountry.com, Inc. ("Backcountry"), Bodybuilding.com, LLC ("Bodybuilding") and Celebrate Interactive Holdings, Inc. ("Celebrate") and its noncontrolling interests in Expedia, Inc. ("Expedia"), HSN, Inc. ("HSN"), Interval Leisure Group, Inc. ("Interval") and Tree.com, Inc. ("Lending Tree"). In addition, Liberty has attributed $4,201 million principal amount (as of June 30, 2011) of its public debt to the Interactive Group. The Interactive Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Interactive Group, including such other businesses and assets as Liberty may acquire for the Interactive Group.

I-11

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(2) Tracking Stocks (Continued)

        Similarly, the term "Starz Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group. The Starz Group focuses primarily on video programming and development, acquisition and distribution of content and is comprised primarily of Starz, LLC ("Starz") and $1,035 million (as of June 30, 2011) of cash, including subsidiary cash. The Starz Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Starz Group, including such other businesses as Liberty may acquire for the Starz Group.

        The term "Capital Group" also does not represent a separate legal entity, rather it represents all of Liberty's businesses, assets and liabilities other than those which have been attributed to the Interactive Group or the Starz Group. The assets and businesses attributed to the Capital Group include Liberty's subsidiaries: Atlanta National League Baseball Club, Inc. ("ANLBC") and TruePosition, Inc. ("TruePosition"); and its interests in Sirius XM Radio Inc. ("SIRIUS XM"), Live Nation Entertainment, Inc. ("Live Nation"), Time Warner Inc., Time Warner Cable Inc. and Sprint Nextel Corporation. In addition, Liberty has attributed $1,067 million of cash, including subsidiary cash, and $750 million principal amount (as of June 30, 2011) of other parent debt to the Capital Group. The Capital Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Capital Group, including such other businesses and assets as Liberty may acquire for the Capital Group.

(3) Stock-Based Compensation

        The Company has granted to certain of its directors, employees and employees of its subsidiaries options and stock appreciation rights ("SARs") to purchase shares of Liberty common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

I-12

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(3) Stock-Based Compensation (Continued)

        Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation (amounts in millions):

Three months ended:
	June 30, 2011	$	24
	June 30, 2010	$	21
Six months ended:
	June 30, 2011	$	51
	June 30, 2010	$	60

        In March 2011, Liberty granted, to QVC employees, 5.7 million options to purchase shares of Series A Liberty Interactive common stock. Such options had a weighted average grant-date fair value of $7.33 per share. Of these grants, 3.8 million options were granted to the CEO of QVC; of those 3.8 million options one half vest December 15, 2014 and the other half vest on December 15, 2015. The remainder of the options granted vest semi-annually over the 4 year vesting period.

        In the six months ended June 30, 2011, Liberty granted, primarily to Starz employees, 484,000 options to purchase shares of Series A Liberty Starz common stock. Such options had a weighted average grant-date fair value of $21.40 per share. These options vest quarterly over the 4 year vesting period.

        The Company has calculated the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Liberty's stocks and the implied volatility of publicly traded Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

Liberty—Outstanding Awards

        The following table presents the number and weighted average exercise price ("WAEP") of options and SARs to purchase Liberty common stock granted to certain officers, employees and directors of the Company.

	Series A
	Liberty Capital			WAEP		Liberty Interactive			WAEP		Liberty Starz			WAEP
	numbers of options in thousands
Outstanding at January 1, 2011		4,996		$	19.38		47,583		$	12.10		3,217		$	46.15
Granted		—		$	—		5,741		$	16.01		484		$	72.95
Exercised		(562	)	$	9.83		(2,154	)	$	4.36		(146	)	$	30.90
Forfeited/Cancelled/Exchanged		—		$	—		(5,186	)	$	21.14		(6	)	$	56.30
Outstanding at June 30, 2011		4,434		$	20.59		45,984		$	11.94		3,549		$	50.41
Exercisable at June 30, 2011		1,272		$	10.79		13,823		$	13.84		621		$	33.40

I-13

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(3) Stock-Based Compensation (Continued)

        The following table provides additional information about outstanding options to purchase Liberty common stock at June 30, 2011.

	No. of outstanding options (000's)		WAEP of outstanding options		Weighted average remaining life	Aggregate intrinsic value (000's)		No. of exercisable options (000's)		WAEP of exercisable options		Aggregate intrinsic value (000's)
Series A Capital		4,434	$	20.59	5.8 years	$	288,916		1,272	$	10.79	$	95,314
Series A Interactive		45,984	$	11.94	5.4 years	$	245,048		13,823	$	13.84	$	62,868
Series B Interactive		450	$	19.74	3.9 years	$	—		450	$	19.74	$	—
Series A Starz		3,549	$	50.41	6.0 years	$	91,128		621	$	33.40	$	26,017
Series B Starz		36	$	26.71	3.9 years	$	1,846		36	$	26.71	$	1,846

        As of June 30, 2011, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $200 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.8 years.

(4) Earnings (Loss) Per Common Share

        Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented.

Series A and Series B Liberty Capital Common Stock

        The basic and diluted EPS calculation is based on the following weighted average outstanding shares. Excluded from diluted EPS for the six months ended June 30, 2011 are less than a million potential common shares because their inclusion would be antidilutive.

	Liberty Capital Common Stock
	Three months ended June 30, 2011		Six months ended June 30, 2011		Three months ended June 30, 2010		Six months ended June 30, 2010
	numbers of shares in millions
Basic EPS		81		81		95		95
Stock options		2		2		—		—
Diluted EPS		83		83		95		95

I-14

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(4) Earnings (Loss) Per Common Share (Continued)

Series A and Series B Liberty Starz Common Stock

        The basic and diluted EPS calculation is based on the following weighted average outstanding shares. Excluded from diluted EPS for the six months ended June 30, 2011 are less than a million potential common shares because their inclusion would be antidilutive.

	Liberty Starz Common Stock
	Three months ended June 30, 2011		Six months ended June 30, 2011		Three months ended June 30, 2010		Six months ended June 30, 2010
	numbers of shares in millions
Basic EPS		51		51		50		50
Stock options		2		2		1		1
Diluted EPS		53		53		51		51

Series A and Series B Liberty Interactive Common Stock

        The basic and diluted EPS calculation is based on the following weighted average outstanding shares. Excluded from diluted EPS for the six months ended June 30, 2011 are 6 million potential common shares because their inclusion would be antidilutive.

	Liberty Interactive Common Stock
	Three months ended June 30, 2011		Six months ended June 30, 2011		Three months ended June 30, 2010		Six months ended June 30, 2010
	numbers of shares in millions
Basic EPS		599		599		595		595
Stock options		8		7		10		6
Diluted EPS		607		606		605		601

(5) Assets and Liabilities Measured at Fair Value

        For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

I-15

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(5) Assets and Liabilities Measured at Fair Value (Continued)

        The Company's assets and liabilities measured at fair value are as follows:

			Fair Value Measurements at June 30, 2011
Description	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
			amounts in millions
Short term marketable securities	$	372		372		—		—
Available-for-sale securities	$	4,233		4,042		191		—
Financial instruments	$	1,251		1,147		104		—
Debt	$	2,661		—		2,661		—

        The majority of the Company's Level 2 financial assets and liabilities are debt instruments with quoted market prices which are not considered to be traded on "active markets," as defined in GAAP. Accordingly, the financial instruments are reported in the foregoing table as Level 2 fair value.

(6) Investments in Available-for-Sale Securities and Other Cost Investments

        All marketable equity and debt securities held by the Company are classified as available-for-sale ("AFS") and are carried at fair value generally based on quoted market prices. GAAP permits entities to choose to measure many financial instruments, such as AFS securities, and certain other items at fair value and to recognize the changes in fair value of such instruments in the entity's statement of operations (the "fair value option"). Liberty has entered into economic hedges for certain of its non-strategic AFS securities (although such instruments are not accounted for as fair value hedges by the Company). Changes in the fair value of these economic hedges are reflected in Liberty's statement of operations as unrealized gains (losses). In order to better match the changes in fair value of the subject AFS securities and the changes in fair value of the corresponding economic hedges in the Company's financial statements, Liberty has elected the fair value option for those of its AFS securities which it considers to be non-strategic ("Non-strategic Securities"). Accordingly, changes in the fair value of Non-strategic Securities, as determined by quoted market prices, are reported in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations. The total value of the Non-strategic Securities aggregated $3,811 million as of June 30, 2011.

I-16

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(6) Investments in Available-for-Sale Securities and Other Cost Investments (Continued)

        Investments in AFS securities, including Non-strategic Securities, and other cost investments are summarized as follows:

			June 30, 2011		December 31, 2010
			amounts in millions
Capital Group
	Time Warner Inc.(1)(2)		$	453		1,101
	Time Warner Cable Inc.(1)(2)			244		567
	Sprint Nextel Corporation ("Sprint")(1)			248		301
	Motorola Solutions(1)(3)			341		471
	Motorola Mobility(1)(3)			143		—
	Viacom, Inc.			387		301
	Live Nation(4)			25		389
	Century Link, Inc.(1)			148		248
	Priceline(1)			267		208
	Other AFS equity securities(1)(2)			43		100
	SIRIUS XM debt securities			389		384
	Other AFS debt securities			222		404
	Other cost investments and related receivables			8		9
		Total attributed Capital Group		2,918		4,483
Interactive Group
	Time Warner Inc.(2)		$	792		—
	Time Warner Cable Inc.(2)			427		—
	Other(2)			42		1
		Total attributed Interactive Group		1,261		1
Starz Group
	Other			65		67
		Total attributed Starz Group		65		67
	Consolidated Liberty		$	4,244		4,551

(1)

Includes shares pledged as collateral for share borrowing arrangements. See note 8.

(2)

As discussed in note 2, certain of these securities were reattributed from the Capital Group to the Interactive Group in the first quarter of 2011.

(3)

Effective January 4, 2011 Motorola, Inc. separated Motorola Mobility Holdings, Inc. in a 1 for 8 stock distribution. Motorola, Inc. simultaneously completed a 1 for 7 reverse stock split and was renamed Motorola Solutions, Inc.

(4)

In June 2011, the Company acquired an additional 5.5 million shares of Live Nation for $58 million. The additional ownership requires the Company to account for the

I-17

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(6) Investments in Available-for-Sale Securities and Other Cost Investments (Continued)

investment as an equity method affiliate. For additional discussion see note 7. Liberty continues to hold debt securities in Live Nation which are included in available-for-sale securities.

Unrealized Holding Gains and Losses

        Unrealized holding gains and losses related to investments in AFS securities are summarized below.

	June 30, 2011				December 31, 2010
	Equity securities		Debt securities		Equity securities		Debt securities
	amounts in millions
Gross unrealized holding gains	$	2		66		32		66
Gross unrealized holding losses	$	—		—		—		—

(7) Investments in Affiliates Accounted for Using the Equity Method

        Liberty has various investments accounted for using the equity method. The following table includes Liberty's carrying amount and percentage ownership of the more significant investments in affiliates at June 30, 2011 and the carrying amount at December 31, 2010:

		June 30, 2011							December 31, 2010
		Percentage ownership			Market value		Carrying amount		Carrying amount
							dollar amounts in millions
Interactive Group
	Expedia		25	%	$	2,007	$	753		710
	Other		various			N/A		265		239
Capital Group
	SIRIUS XM		40	%	$	5,665		—		5
	Live Nation(a)		21	%	$	449		371		—
	Other		various			N/A		89		86
							$	1,478		1,040

I-18

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(7) Investments in Affiliates Accounted for Using the Equity Method (Continued)

        The following table presents Liberty's share of earnings (losses) of affiliates:

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Interactive Group
	Expedia	$	35			28			48			42
	Other		2			8			9			17
Capital Group
	SIRIUS XM		(1	)		8			(8	)		—
	Live Nation(a)		(22	)		—			(45	)		—
	Other		1			(5	)		3			(11	)
		$	15			39			7			48

(a)

During June 2011, Liberty acquired an additional 5.5 million shares of Live Nation which increased our ownership percentage above 20% of the outstanding voting shares. Due to the presumption that an entity with an ownership percentage greater than 20% has significant influence and no other factors would rebut that presumption, the Company is accounting for the investment as an equity method affiliate. The Company has elected to record its share of earnings (loss) for Live Nation on a three-month lag due to timeliness considerations. Increases in ownership which result in a change to the equity method of accounting generally require retroactive recognition of an investment's share of earnings (loss) in prior periods. Due to the relative insignificance of our share of losses for Live Nation in previous periods, both quantitatively and qualitatively, the Company has recorded such amounts in the current year. Approximately $12 million of the losses recorded for the six months ended June 30, 2011 relate to the prior year.

I-19

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(7) Investments in Affiliates Accounted for Using the Equity Method (Continued)

Expedia

        Summarized unaudited financial information for Expedia is as follows:

Expedia Consolidated Balance Sheets

		June 30, 2011		December 31, 2010
		amounts in millions
Current assets		$	2,954		1,702
Property and equipment, net			318		277
Goodwill			3,679		3,642
Intangible assets			793		798
Other assets			301		232
	Total assets	$	8,045		6,651
Current liabilities		$	2,998		1,889
Deferred income taxes			266		248
Long-term debt			1,645		1,645
Other liabilities			122		132
Noncontrolling interest			134		64
Equity			2,880		2,673
	Total liabilities and equity	$	8,045		6,651

I-20

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(7) Investments in Affiliates Accounted for Using the Equity Method (Continued)

Expedia Consolidated Statements of Operations

		Six months ended June 30,
		2011			2010
		amounts in millions
Revenue		$	1,846			1,552
Cost of revenue			(376	)		(327	)
	Gross profit		1,470			1,225
Selling, general and administrative expenses			(1,116	)		(902	)
Amortization			(15	)		(17	)
Restructuring charges and other			(4	)		—
	Operating income		335			306
Interest expense			(62	)		(41	)
Other income (expense), net			(3	)		3
Income tax expense			(77	)		(92	)
	Net earnings		193			176
Net earnings attributable to noncontrolling interests			(1	)		(2	)
Net earnings attributable to Expedia, Inc.		$	192			174

Sirius XM Radio Inc.

        Based on Liberty's voting rights and its conclusion that the SIRIUS XM Preferred Stock is in-substance common stock, Liberty accounts for its investment in the SIRIUS XM Preferred Stock using the equity method of accounting. Liberty has elected to record its share of earnings/losses for SIRIUS XM on a three-month lag due to timeliness considerations. As of March 31, 2011 and 2010 SIRIUS XM had total assets of $7,229 million and $7,740 million, respectively, and total liabilities of $6,930 million and $7,588 million, respectively. SIRIUS XM's net income attributable to common shareholders was $78 million and $42 million for the three months ended March 31, 2011 and 2010.

        As of June 30, 2011, the SIRIUS XM Preferred Stock had a market value of $5,665 million based on the value of the common stock into which it is convertible.

(8) Financial Instruments

Borrowed Shares

        From time to time and in connection with certain of its derivative instruments, Liberty borrows shares of the underlying securities from a counterparty and delivers these borrowed shares in settlement of maturing derivative positions. In these transactions, a similar number of shares that are owned by Liberty have been posted as collateral with the counterparty. These share borrowing arrangements can be terminated at any time at Liberty's option by delivering shares to the

I-21

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(8) Financial Instruments (Continued)

counterparty. The counterparty can terminate these arrangements at any time. The liability under these share borrowing arrangements is marked to market each reporting period with changes in value recorded in unrealized gains or losses in the consolidated statement of operations. The shares posted as collateral under these arrangements are marked to market each reporting period with changes in value recorded as unrealized gains or losses in the consolidated statement of operations.

        The Company's financial instruments are summarized as follows:

Type of financial instrument		June 30, 2011			December 31, 2010
		amounts in millions
Liabilities
	Borrowed shares(1)	$	1,148			1,219
	Other		107			139
			1,255			1,358
	Less current portion		(1,167	)		(1,264	)
		$	88			94

(1)

The market values of borrowed shares are as follows:

	June 30, 2011		December 31, 2010
	amounts in millions
Time Warner	$	110		97
Time Warner Cable		59		50
Sprint(a)		147		221
Motorola Solutions(b)		341		471
Motorola Mobility(b)		143		—
CenturyLink(a)		76		165
Priceline		267		208
Other		5		7
	$	1,148		1,219

(a)

In January 2011, Liberty unwound a portion of the borrowed share position with respect to approximately 25 million Sprint shares and 2 million CenturyLink shares through the delivery of such shares to the counterparty. The asset associated with these AFS securities ($115 million and $74 million, respectively) was retired as well as the liability ($115 million and $74 million, respectively) associated with those borrowed share positions.

(b)

As discussed in note 6, Motorola Inc. separated into two companies effective January 4, 2011 through a stock distribution and reverse stock split.

I-22

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(8) Financial Instruments (Continued)

Realized and Unrealized Gains (Losses) on Financial Instruments

        Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
	amounts in millions
Non-strategic Securities(1)	$	138			(179	)		429			30
Exchangeable senior debentures		22			86			(165	)		16
Equity collars		—			(4	)		—			(2	)
Borrowed shares(1)		(23	)		64			(118	)		61
Other		6			(48	)		40			(19	)
	$	143			(81	)		186			86

(1)

The unrealized gains (losses) on Non-strategic Securities for the three and six months ended June 30, 2011 include gains of $23 million and $118 million, respectively, and for the three and six months ended June 30, 2010 include losses of $64 million and $61 million, respectively, related to securities pledged as collateral under the share borrowing arrangements.

(9) Intangible Assets

Goodwill

        Changes in the carrying amount of goodwill are as follows:

		QVC		Starz, LLC		Other			Total
		amounts in millions
Balance at January 1, 2011		$	5,363		132		820			6,315
	Foreign currency translation adjustments		36		—		—			36
	Other		—		—		(1	)		(1	)
Balance at June 30, 2011		$	5,399		132		819			6,350

I-23

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(9) Intangible Assets (Continued)

Intangible Assets Subject to Amortization

        Amortization expense for intangible assets with finite useful lives was $243 million and $235 million for the six months ended June 30, 2011 and 2010, respectively. Based on its amortizable intangible assets as of June 30, 2011, Liberty expects that amortization expense will be as follows for the next five years (amounts in millions):

Remainder of 2011	$	249
2012	$	475
2013	$	445
2014	$	390
2015	$	360

I-24

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(10) Long-Term Debt

        Debt is summarized as follows:

						Carrying value
				Outstanding principal June 30, 2011
						June 30, 2011			December 31, 2010
				amounts in millions
Capital Group
	Exchangeable senior debentures
		3.125% Exchangeable Senior Debentures due 2023		$	—		—			1,283
	Liberty bank facility				750		750			750
		Total attributed Capital Group debt			750		750			2,033
Interactive Group
	Senior notes and debentures
		5.7% Senior Notes due 2013			324		323			323
		8.5% Senior Debentures due 2029			287		284			284
		8.25% Senior Debentures due 2030			504		501			501
		3.125% Exchangeable Senior Debentures due 2023			1,138		1,363			—
		4% Exchangeable Senior Debentures due 2029			469		260			265
		3.75% Exchangeable Senior Debentures due 2030			460		256			253
		3.5% Exchangeable Senior Debentures due 2031			488		324			329
		3.25% Exchangeable Senior Debentures due 2031			531		458			376
	QVC 7.125% Senior Secured Notes due 2017				500		500			500
	QVC 7.5% Senior Secured Notes due 2019				1,000		985			985
	QVC 7.375% Senior Secured Notes due 2020				500		500			500
	QVC Bank Credit Facilities				611		611			785
	Other subsidiary debt				65		65			79
		Total attributed Interactive Group debt			6,877		6,430			5,180
Starz Group
	Subsidiary debt				42		42			105
			Total attributed Starz Group debt		42		42			105
		Total consolidated Liberty debt		$	7,669		7,222			7,318
		Less current maturities					(1,265	)		(530	)
		Total long-term debt				$	5,957			6,788

Exchangeable Senior Debentures

        As discussed in note 2, in the first quarter of 2011 the Board of Directors of Liberty reattributed the 3.125% Exchangeable Senior Debentures from the Liberty Capital Group to the Liberty Interactive Group which was reflected on a prospective basis.

I-25

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(10) Long-Term Debt (Continued)

Liberty Bank Facility

        The outstanding balance represents borrowings from a financial institution to be invested by Liberty in a portfolio of selected debt and mezzanine-level instruments of companies in the telecommunications, media and technology sectors. The outstanding principal matures in March 2012. Due to the investment restrictions contained in the agreements related to these borrowings and the maturity date of the related borrowings, the uninvested cash balance of $638 million is included in restricted cash in the accompanying condensed consolidated balance sheet at June 30, 2011. The restricted cash and AFS debt investments associated with these borrowings are available to satisfy the obligations at maturity.

QVC Bank Credit Facilities

        The $611 million outstanding principal matures in September 2015.

        QVC was in compliance with all of its debt covenants at June 30, 2011.

QVC Interest Rate Swap Arrangements

        During the third quarter of 2009, QVC entered into seven forward interest rate swap arrangements with an aggregate notional amount of $1.75 billion. Such arrangements provide for payments beginning in March 2011 and extending to March 2013. QVC will make fixed payments at rates ranging from 2.98% to 3.67% and receive variable payments at 3 month LIBOR (0.25% at June 30, 2011). Additionally, during the six months ended June 30, 2011 QVC entered into four additional swap arrangements with an aggregate notional amount of $600 million requiring QVC to make variable payments at 3 month LIBOR (0.25% at June 30, 2011) and receive fixed payments at 0.91%. These swap arrangements do not qualify as cash flow hedges under GAAP. Accordingly, changes in the fair value of the swaps are reflected in realized and unrealized gains or losses on financial instruments in the accompanying condensed consolidated statements of operations.

Other Subsidiary Debt

        Other subsidiary debt at June 30, 2011 is comprised of capitalized satellite transponder lease obligations and bank debt of certain subsidiaries.

Fair Value of Debt

        Liberty estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Liberty for debt of the same remaining maturities. The fair value of Liberty's publicly traded debt securities that are not reported at fair value in the

I-26

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(10) Long-Term Debt (Continued)

accompanying condensed consolidated balance sheet at June 30, 2011 is as follows (amounts in millions):

Senior notes	$	336
Senior debentures	$	769
QVC senior secured notes	$	2,117

        Due to its variable rate nature, Liberty believes that the carrying amount of its other debt approximated fair value at June 30, 2011.

(11) Stockholders' Equity

        As of June 30, 2011, Liberty reserved for issuance upon exercise of outstanding stock options the following:

	Series A		Series B
	amounts in millions
Liberty Capital common stock		4.4		—
Liberty Interactive common stock		46.0		0.5
Liberty Starz common stock		3.5		0.1

        In addition to the Series A and Series B Liberty Capital common stock, the Series A and Series B Liberty Interactive common stock and the Series A and Series B Liberty Starz common stock, there are 2.0 billion, 4.0 billion and 4.0 billion shares of Series C Liberty Capital, Series C Liberty Interactive and Series C Liberty Starz common stock, respectively, authorized for issuance. As of June 30, 2010, no shares of any Series C common stock were issued or outstanding.

        As of June 30, 2011, put options with respect to 3 million shares of Series A Liberty Interactive common stock with a weighted average put price of $16.41 remained outstanding. Such put options expire in August 2011.

        The Company accounts for the foregoing put options as financial instrument liabilities at fair value due to their settlement provisions. Accordingly, changes in the fair value of these liabilities are included in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations.

(12) Commitments and Contingencies

Film Rights

        Starz, a wholly-owned subsidiary of Liberty, provides premium video programming distributed by cable operators, direct-to-home satellite providers, telephone companies, other distributors and the Internet throughout the United States. Starz has entered into agreements with a number of motion picture producers which obligate Starz to pay fees ("Programming Fees") for the rights to exhibit certain films that are released by these producers. The unpaid balance of Programming Fees for films that were available for exhibition by Starz at June 30, 2011 is reflected as a liability, in other liabilities, in the accompanying condensed consolidated balance sheet. The balance due as of June 30, 2011 is payable as follows: $90 million in 2011 and $3 million in 2012.

I-27

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(12) Commitments and Contingencies (Continued)

        Starz has also contracted to pay Programming Fees for films that have been released theatrically, but are not available for exhibition by Starz until some future date. These amounts have not been accrued at June 30, 2011. Starz is obligated to pay Programming Fees for all qualifying films that are released theatrically in the United States by studios owned by The Walt Disney Company ("Disney") through 2015 and all qualifying films that are released theatrically in the United States by studios owned by Sony through 2016. Films are generally available to Starz Entertainment for exhibition 9-12 months after their theatrical release. The Programming Fees to be paid by Starz are based on the quantity and the domestic theatrical exhibition receipts of qualifying films. As these films have not yet been released in theatres, Starz is unable to estimate the amounts to be paid under these output agreements. However, such amounts are expected to be significant.

        In addition, Starz has agreed to pay Sony Pictures Entertainment ("Sony") a total of $142.5 million in three remaining annual installments of $47.5 million with the next installment due at the beginning of 2012. In December 2008, Starz entered into a new agreement with Sony requiring $120 million in three equal annual installments beginning in 2015. Starz's estimate of amounts payable for rights to future programming (that have been released), including the Disney and Sony agreements, is as follows: $168 million in 2011; $351 million in 2012; $82 million in 2013; $67 million in 2014; $55 million in 2015 and $90 million thereafter.

Guarantees

        Liberty guarantees Starz's obligations under certain of its studio output agreements. At June 30, 2011, Liberty's guarantees for obligations for films released by such date aggregated $629 million. While the guarantee amount for films not yet released is not determinable, such amount is expected to be significant. As noted above, Starz has recognized the liability for a portion of its obligations under the output agreements. As this represents a direct commitment of Starz, a consolidated subsidiary of Liberty, Liberty has not recorded a separate indirect liability for its guarantee of these obligations.

        In connection with agreements for the sale of assets by Liberty or its subsidiaries, Liberty may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters. Liberty generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by Liberty. These types of indemnification obligations may extend for a number of years. Liberty is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, Liberty has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification guarantees.

I-28

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(12) Commitments and Contingencies (Continued)

Employment Contracts

        The Atlanta Braves and certain of their players and coaches have entered into long-term employment contracts whereby such individuals' compensation is guaranteed. Amounts due under guaranteed contracts as of June 30, 2011 aggregated $176 million, which is payable as follows: $58 million in 2011, $72 million in 2012 and $20 million in 2013 and $13 million in 2014 and $13 million thereafter. In addition to the foregoing amounts, certain players and coaches may earn incentive compensation under the terms of their employment contracts.

Operating Leases

        Liberty and its subsidiaries lease business offices, have entered into satellite transponder lease agreements and use certain equipment under lease arrangements.

Litigation

        Liberty has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible Liberty may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.

(13) Information About Liberty's Operating Segments

        Liberty, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce, media, communications and entertainment industries. Liberty has attributed each of its businesses to one of three groups: the Interactive Group, the Starz Group and the Capital Group. Each of the businesses in the tracking stock groups is separately managed. Liberty identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual pre-tax earnings or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Liberty's annual pre-tax earnings. The segment presentation for prior periods has been conformed to the current period segment presentation.

        Liberty evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent. In addition, Liberty reviews nonfinancial measures such as subscriber growth, penetration, website visitors, conversion rates and active customers, as appropriate.

        Liberty defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock-based compensation). Liberty believes this measure is an important indicator of the operational strength and performance of its businesses, including each business's ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance

I-29

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(13) Information About Liberty's Operating Segments (Continued)

excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Liberty generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

        As discussed in Note 2, effective September 30, 2010, the Company's board of directors approved a change in attribution of Starz Media from the Capital Group to the Starz Group to better align the remaining businesses of Starz Media with the legacy Starz Entertainment business to form a combined Starz entity that we refer to as Starz, LLC. The Starz Media Reattribution did not have any impact on the consolidated results of Liberty and was reflected on a prospective basis for Tracking Stock purposes. This change in attribution of Starz Media changed how these entities are reviewed and operated from the Liberty consolidated view point and thus gives rise to a new presentation for segment reporting purposes for both the current and prior year periods.

        Prior to its reattribution the biggest driver of the Starz Media business unit was its theatrical production business which is no longer being operated except for the exploitation of its existing film library in home video, non-pay television and other ancillary markets. As a result, we do not expect the effect of the remaining Starz Media businesses in future periods to materially change Starz, LLC's operations prospectively. Based on this lack of comparability and the importance of maintaining the integrity of the historical tracking stock results we have included a segment reclassification adjustment for both the Starz Group and the Capital Group in order to reconcile to the historical attributed results for each group.

        For the six months ended June 30, 2011, Liberty has identified the following businesses as its reportable segments:

•

QVC—consolidated subsidiary attributed to the Interactive Group that markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs and via the Internet through its domestic and international websites.

•

Starz, LLC—consolidated subsidiary attributed to the Starz Group that provides premium networks distributed by cable operators, direct-to-home satellite providers, telephone companies and other distributors in the United States and develops, produces and acquires entertainment content and distributes such content to consumers in a wide variety of formats in the United States and throughout the world.

        Liberty's reportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segments that are also consolidated subsidiaries are the same as those described in the Company's summary of significant policies.

I-30

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(13) Information About Liberty's Operating Segments (Continued)

Performance Measures

		Six months ended June 30,
		2011					2010
		Revenue		Adjusted OIBDA			Revenue			Adjusted OIBDA
		amounts in millions
Interactive Group
	QVC	$	3,733		781			3,515			769
	Corporate and other		671		47			563			40
			4,404		828			4,078			809
Starz Group
	Starz, LLC		794		249			841			152
	Corporate and other		1		(6	)		5			(7	)
	Adjustment for tracking stock purposes(1)		—		—			(228	)		61
			795		243			618			206
Capital Group
	Corporate and other		716		365			138			(41	)
	Adjustment for tracking stock purposes(1)		—		—			228			(61	)
			716		365			366			(102	)
	Consolidated Liberty	$	5,915		1,436			5,062			913

(1)

As discussed above due to the change in segments the prior periods have been changed to reflect the current segment presentation. The adjustment is necessary to align the tracking stock subtotals to the Unaudited Attributed Financial Information for tracking

I-31

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(13) Information About Liberty's Operating Segments (Continued)

stock groups found in Exhibit 99.1, wherein this change in attribution has been reflected prospectively.

		Three months ended June 30,
		2011					2010
		Revenue		Adjusted OIBDA			Revenue			Adjusted OIBDA
		amounts in millions
Interactive Group
	QVC	$	1,898		418			1,758			403
	Corporate and other		347		32			295			25
			2,245		450			2,053			428
Starz Group
	Starz, LLC		403		118			392			53
	Corporate and other		—		(1	)		3			(4	)
	Adjustment for tracking stock purposes(1)		—		—			(84	)		54
			403		117			311			103
Capital Group
	Corporate and other		135		7			116			(5	)
	Adjustment for tracking stock purposes(1)		—		—			84			(54	)
			135		7			200			(59	)
	Consolidated Liberty	$	2,783		574			2,564			472

I-32

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

June 30, 2011

(unaudited)

(13) Information About Liberty's Operating Segments (Continued)

Other Information

		June 30, 2011
		Total assets			Investments in affiliates		Capital expenditures
		amounts in millions
Interactive Group
	QVC	$	13,401			2		80
	Corporate and other		4,168			1,016		23
			17,569			1,018		103
Starz Group
	Starz, LLC		1,941			—		2
	Corporate and other		820			—		—
			2,761			—		2
Capital Group
	Corporate and other		6,515			460		4
			6,515			460		4
Inter-group eliminations			(267	)		—		—
	Consolidated Liberty	$	26,578			1,478		109

        The following table provides a reconciliation of segment Adjusted OIBDA to earnings (loss) from continuing operations before income taxes:

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Consolidated segment Adjusted OIBDA		$	574			472			1,436			913
Stock-based compensation			(24	)		(21	)		(51	)		(60	)
Gain on legal settlement			—			—			7			—
Depreciation and amortization			(168	)		(164	)		(338	)		(326	)
Interest expense			(110	)		(174	)		(227	)		(344	)
Share of earnings of affiliates, net			15			39			7			48
Realized and unrealized gains (losses) on financial instruments, net			143			(81	)		186			86
Gains (losses) on dispositions, net			—			25			(2	)		388
Other, net			29			2			72			—
	Earnings from continuing operations before income taxes	$	459			98			1,090			705

I-33

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; new service offerings; revenue growth and subscriber trends at QVC, Inc. and Starz, LLC; the recoverability of our goodwill and other long-lived assets; counterparty performance under our derivative arrangements; our projected sources and uses of cash; the estimated value of our derivative instruments; our ability to complete the proposed split-off of the businesses, assets and liabilities attributed to our Liberty Capital and Liberty Starz tracking stock groups; and the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

•

customer demand for our products and services and our ability to adapt to changes in demand;

•

competitor responses to our products and services, and the products and services of the entities in which we have interests;

•

uncertainties inherent in the development and integration of new business lines and business strategies;

•

uncertainties associated with product and service development and market acceptance, including the development and provision of programming for new television and telecommunications technologies;

•

our future financial performance, including availability, terms and deployment of capital;

•

our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;

•

the ability of suppliers and vendors to deliver products, equipment, software and services;

•

the outcome of any pending or threatened litigation;

•

availability of qualified personnel;

•

changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and adverse outcomes from regulatory proceedings;

•

changes in the nature of key strategic relationships with partners, vendors and joint venturers;

•

general economic and business conditions and industry trends including the current economic downturn;

•

consumer spending levels, including the availability and amount of individual consumer debt;

•

disruption in the production of theatrical films or television programs due to strikes by unions representing writers, directors or actors;

•

continued consolidation of the broadband distribution and movie studio industries;

•

changes in distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on demand and IP television and their impact on home shopping networks;

I-34

•

increased digital TV penetration and the impact on channel positioning of our networks;

•

rapid technological changes;

•

capital spending for the acquisition and/or development of telecommunications networks and services;

•

the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;

•

threatened terrorist attacks and ongoing military action in the Middle East and other parts of the world; and

•

fluctuations in foreign currency exchange rates and political unrest in international markets.

        For additional risk factors, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

        The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2010.

Overview

        We own controlling and non-controlling interests in a broad range of video and on-line commerce, media, communications and entertainment companies. Our more significant operating subsidiaries, which are also our principal reportable segments, are QVC and Starz. QVC markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs and via the Internet through its domestic and international websites. Starz provides premium networks distributed by cable operators, direct-to-home satellite providers, telephone companies and other distributors in the United States and develops, produces and acquires entertainment content and distributes such content to consumers in a wide variety of formats in the United States and throughout the world.

        Our "Corporate and Other" category includes our other consolidated subsidiaries and corporate expenses. Our other consolidated subsidiaries include Provide Commerce, Inc., Backcountry.com, Inc., Bodybuilding.com, LLC, Celebrate Interactive Holdings, Inc., Atlanta National League Baseball Club, Inc. and TruePosition, Inc. Provide operates an e-commerce marketplace of websites for perishable goods, including flowers, fruits and desserts, as well as upscale personalized gifts. Backcountry operates websites offering outdoor and backcountry sports gear and clothing. Bodybuilding manages websites related to sports nutrition, body building and fitness. Celebrate operates websites that offer costumes, accessories, décor and party supplies. ANLBC owns the Atlanta Braves, a major league baseball club, as well as certain of the Atlanta Braves' minor league clubs. TruePosition provides equipment and technology that deliver location-based services to wireless users.

        In addition to the foregoing businesses, we hold ownership interests in Expedia, Inc., SIRIUS XM and Live Nation which we account for as equity method investments; and we continue to maintain investments and related financial instruments in public companies such as Time Warner, Time Warner Cable and Sprint Nextel Corporation, which are accounted for at their respective fair market values and are included in corporate and other.

I-35

Tracking Stocks

        Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Liberty has three tracking stocks—Liberty Interactive common stock, Liberty Starz common stock and Liberty Capital common stock, which are intended to track and reflect the economic performance of the Interactive Group, Starz Group and Capital Group, respectively. While the Interactive Group, the Starz Group and the Capital Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's stock or assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

        On February 9, 2011, Liberty's Board of Directors approved the change in attribution of (i) approximately $1.138 billion principal amount of Liberty Media LLC's 3.125% Exchangeable Senior Debentures due 2023 (the "TWX Exchangeable Notes"), (ii) 21,785,130 shares of Time Warner Inc. common stock, 5,468,254 shares of Time Warner Cable Inc. common stock and 1,980,425 shares of AOL, Inc. common stock, which collectively represent the basket of securities into which the TWX Exchangeable Notes are exchangeable (the "Basket Securities") and (iii) $263.8 million in cash from the Capital Group to the Interactive Group, effective immediately (the "TWX Reattribution"). The TWX Reattribution had no effect on the assets and liabilities attributed to the Starz Group, nor did it effect any change to the obligor of the TWX Exchangeable Notes, which remains Liberty Media LLC.

        Liberty has made changes in the attribution of certain assets, liabilities and businesses between the Groups in prior periods, as discussed in previous financial statements filed with the Securities and Exchange Commission and in the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.

        Liberty has reflected these reattributions prospectively in the unaudited attributed financial information. These changes in attribution had no effect on the balance sheet and results of operations of Liberty on consolidated basis.

        See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for our tracking stock groups.

        During the second quarter of 2010, Liberty announced that its board of directors has authorized its management to proceed with a plan to separate the Capital and Starz tracking stock groups from the Interactive tracking stock group.

        The proposed split-off will be effected by the redemption of all the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock in exchange for shares in a wholly-owned subsidiary of Liberty ("Liberty CapStarz"). Liberty CapStarz will hold all the assets and be subject to all the liabilities attributed to the Liberty Capital and Liberty Starz tracking stock groups. The common stock of Liberty CapStarz will be divided into two tracking stock groups, one tracking assets that are currently attributed to the Liberty Capital group ("Liberty CapStarz Splitco Capital") and the other tracking assets that are currently attributed to the Liberty Starz group ("Liberty CapStarz Splitco Starz"). In the redemption, holders of Liberty Capital tracking stock will receive shares of Liberty CapStarz Capital tracking stock and holders of Liberty Starz tracking stock will receive shares of Liberty CapStarz Starz tracking stock. After the redemption, Liberty CapStarz and Liberty will be separate public companies.

        The proposed split-off is intended to be tax-free to stockholders of Liberty and its completion will be subject to various conditions including the continued validity of an IRS private letter ruling that was issued to Liberty in connection with the proposed split-off, the opinions of tax counsel and required

I-36

governmental approvals. On May 23, 2011, the proposed Split-Off was approved by the requisite vote of Liberty stockholders. In August 2010, Liberty filed suit in the Delaware Court of Chancery against the trustee under the indenture governing the public indebtedness issued by the Company's subsidiary, Liberty Media LLC. The lawsuit was filed in response to allegations made by a law firm purporting to represent a holder with a large position in this public indebtedness. The lawsuit seeks a declaratory judgment by the court that the proposed split-off will not constitute a disposition of "all or substantially all" of the assets of Liberty Media LLC, as those terms are used in the indenture, as well as related injunctive relief. During the second quarter of 2011, Liberty received a favorable ruling in its case against the trustee which was subsequently appealed. Resolution of the subject matter of this lawsuit, through a final non-appealable judgment, is a condition to Liberty completing the proposed split-off. Subject to the satisfaction of the conditions described above, Liberty intends to complete the proposed split-off in the third quarter of 2011.

        The term "Interactive Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group. The assets and businesses Liberty has attributed to the Interactive Group are those engaged in video and on-line commerce, and include its subsidiaries QVC, Provide, Backcountry, Bodybuilding and Celebrate and its noncontrolling interest in Expedia, Inc. ("Expedia"), HSN, Inc. ("HSN"), Interval Leisure Group, Inc. ("Interval") and Tree.com, Inc. ("Lending Tree"). In addition, Liberty has attributed $4,201 million principal amount (as of June 30, 2011) of its public debt to the Interactive Group. The Interactive Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Interactive Group, including such other businesses and assets as Liberty may acquire for the Interactive Group.

        Similarly, the term "Starz Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group. The Starz Group focuses primarily on video programming and development, acquisition and distribution of content and is comprised primarily of Starz, LLC ("Starz") and $1,035 million (as of June 30, 2011) of cash, including subsidiary cash. The Starz Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Starz Group, including such other businesses as Liberty may acquire for the Starz Group.

        The term "Capital Group" also does not represent a separate legal entity, rather it represents all of Liberty's businesses, assets and liabilities other than those which have been attributed to the Interactive Group or the Starz Group. The assets and businesses attributed to the Capital Group include Liberty's subsidiaries: Atlanta National League Baseball Club, Inc. ("ANLBC") and TruePosition, Inc. ("TruePosition"); and its interests in Sirius XM Radio Inc. ("SIRIUS XM"), Live Nation Entertainment, Inc. ("Live Nation"), Time Warner Inc., Time Warner Cable Inc. and Sprint Nextel Corporation. In addition, Liberty has attributed $1,067 million of cash, including subsidiary cash, and $750 million principal amount (as of June 30, 2011) of its exchangeable senior debentures and other parent debt to the Capital Group. The Capital Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Capital Group, including such other businesses and assets as Liberty may acquire for the Capital Group.

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Results of Operations—Consolidated

        General.    We provide in the tables below information regarding our Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our reportable segments categorized by tracking stock group. The "corporate and other" category for each tracking stock group consists of those assets or businesses which do not qualify as a separate reportable segment. For a more detailed discussion and analysis of the financial results of the principal reporting segments of each tracking stock group, see "Results of Operations—Tracking Stock Groups" below. As discussed more fully in Management's Discussion and Analysis for the Starz Group the Starz Media Reattribution impacted the presentation for the Starz Group and Capital Group due to the change in attribution of the legacy Starz Media businesses to the Starz Group as of September 30, 2010. The results for Starz Media remain in the Capital Group for the six months ended June 30, 2010, during the period those businesses were attributed to that group, and are included in the Starz Group for the six months June 30, 2011 in the results of Starz, LLC (the combined entity).

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Consolidated Operating Results

				Three months ended June 30,						Six months ended June 30,
				2011			2010			2011			2010
				amounts in millions
Revenue
	Interactive Group
		QVC		$	1,898			1,758			3,733			3,515
		Corporate and other			347			295			671			563
					2,245			2,053			4,404			4,078
	Starz Group
		Starz, LLC			403			308			794			613
		Corporate and other			—			3			1			5
					403			311			795			618
	Capital Group
		Starz Media			—			84			—			228
		Corporate and other			135			116			716			138
					135			200			716			366
			Consolidated Liberty	$	2,783			2,564			5,915			5,062
Adjusted OIBDA
	Interactive Group
		QVC		$	418			403			781			769
		Corporate and other			32			25			47			40
					450			428			828			809
	Starz Group
		Starz, LLC			118			107			249			213
		Corporate and other			(1	)		(4	)		(6	)		(7	)
					117			103			243			206
	Capital Group
		Starz Media			—			(54	)		—			(61	)
		Corporate and other			7			(5	)		365			(41	)
					7			(59	)		365			(102	)
			Consolidated Liberty	$	574			472			1,436			913
Operating Income (Loss)
	Interactive Group
		QVC		$	281			270			506			502
		Corporate and other			7			4			(5	)		(10	)
					288			274			501			492
	Starz Group
		Starz, LLC			112			102			236			201
		Corporate and other			(4	)		(6	)		(12	)		(13	)
					108			96			224			188
	Capital Group
		Starz Media			—			(55	)		—			(64	)
		Corporate and other			(14	)		(28	)		329			(89	)
					(14	)		(83	)		329			(153	)
			Consolidated Liberty	$	382			287			1,054			527

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        Revenue.    Our consolidated revenue increased 8.5% and 16.9% for the three and six month periods ended June 30, 2011, respectively, as compared to the corresponding prior year period. The three months increase was primarily due to increased revenue at QVC ($140 million) and the E-commerce companies ($52 million). The six month increase is due primarily to increases for Liberty Capital Group's corporate and other ($578 million), due to a one time recognition of previously deferred revenues at TruePosition, and increased revenue at QVC ($218 million). See Management's Discussion and Analysis for each of our tracking stock groups below for a more complete discussion of the results of operations of certain of our subsidiaries.

        Adjusted OIBDA.    We define Adjusted OIBDA as revenue less cost of sales, operating expenses and selling, general and administrative ("SG&A") expenses (excluding stock compensation). Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses, including each business's ability to service debt and fund capital expenditures. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes such costs as depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. See note 13 to the accompanying condensed consolidated financial statements for a reconciliation of Adjusted OIBDA to Earnings (loss) from continuing operations before income taxes.

        Consolidated Adjusted OIBDA increased $102 million and $523 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year periods. The three month increase was primarily driven by the improved results from the legacy Starz Media businesses which contributed $54 million in Adjusted OIBDA losses in the prior year period and Adjusted OIBDA income of $6 million in the current year three month period. The six month increase is due to an increase at Liberty Capital Group's corporate and other ($406 million), due to a one time recognition of previously deferred revenues at TruePosition, and the increased results for Starz, LLC. See Management's Discussion and Analysis for each of our tracking stock groups below for a more complete discussion of the results of operations of certain of our subsidiaries.

        Stock-based compensation.    Stock-based compensation includes compensation related to (1) options and stock appreciation rights ("SARs") for shares of our common stock that are granted to certain of our officers and employees, (2) phantom stock appreciation rights ("PSARs") granted to officers and employees of certain of our subsidiaries pursuant to private equity plans and (3) amortization of restricted stock grants.

        We recorded $51 million and $60 million of stock compensation expense for the six months ended June 30, 2011 and 2010, respectively. The decrease in stock compensation expense in 2011 relates primarily to our liability classified awards due to a less significant increase in our stock prices in the current period as compared to the prior period offset slightly by additional grants in the current year which increased amortization of stock compensation. As of June 30, 2011, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $200 million. Such amount will be recognized in our consolidated statements of operations over a weighted average period of approximately 2.8 years.

        Operating income.    Our consolidated operating income increased $95 million and $527 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year period. The three month increase was primarily driven by the improved results from the legacy

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Starz Media businesses which contributed $55 million in operating losses in the prior year period and contributed approximately $4 million in operating income in the current year three month period. The six month increase is primarily the result of increases for the Liberty Capital Group ($418 million) and the improved results for combined Starz, LLC.

Other Income and Expense

        Components of Other Income (Expense) are presented in the table below.

			Three months ended June 30,						Six months ended June 30,
			2011			2010			2011			2010
			amounts in millions
Interest expense
	Interactive Group		$	(107	)		(163	)		(217	)		(310	)
	Starz Group			(2	)		(1	)		(3	)		(1	)
	Capital Group			(1	)		(10	)		(7	)		(33	)
		Consolidated Liberty	$	(110	)		(174	)		(227	)		(344	)
Share of earnings (losses) of affiliates
	Interactive Group		$	37			36			57			59
	Starz Group			—			—			—			—
	Capital Group			(22	)		3			(50	)		(11	)
		Consolidated Liberty	$	15			39			7			48
Realized and unrealized gains (losses) on financial instruments, net
	Interactive Group		$	89			7			10			32
	Starz Group			—			—			1			(1	)
	Capital Group			54			(88	)		175			55
		Consolidated Liberty	$	143			(81	)		186			86
Gains (losses) on dispositions, net
	Interactive Group		$	—			—			—			364
	Starz Group			—			—			(2	)		—
	Capital Group			—			25			—			24
		Consolidated Liberty	$	—			25			(2	)		388
Other, net
	Interactive Group		$	3			(21	)		21			(43	)
	Starz Group			2			—			2			—
	Capital Group			24			23			49			43
		Consolidated Liberty	$	29			2			72			—

        Interest expense.    Consolidated interest expense decreased $64 million and $117 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year period. The overall decreases in interest expense related to a lower average debt balance throughout the quarter and year, as compared to the corresponding prior year periods. Additionally, the interest expense by tracking stock groups has shifted to the Interactive Group as a result of the reattributions, previously described.

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        Share of earnings (losses) of affiliates.    The following table presents our share of earnings (losses) of affiliates:

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Interactive Group
	Expedia	$	35			28			48			42
	Other		2			8			9			17
Capital Group
	Sirius		(1	)		8			(8	)		—
	Live Nation		(22	)		—			(45	)		—
	Other		1			(5	)		3			(11	)
		$	15			39			7			48

        During June 2011, Liberty acquired an additional 5.5 million shares of Live Nation which increased our ownership percentage above 20% of the outstanding voting shares. Due to the presumption that an entity with an ownership percentage greater than 20% has significant influence and no other factors would rebut that presumption, the Company is accounting for the investment as an equity method affiliate. The Company has elected to record its share of earnings (loss) for Live Nation on a three-month lag due to timeliness considerations. Increases in ownership which result in a change to the equity method of accounting generally require retroactive recognition of an investment's share of earnings (loss) in prior periods. Due to the relative insignificance of our share of losses for Live Nation in previous periods, both quantitatively and qualitatively, the Company has recorded such amounts in the current year. Approximately $12 million of the losses recorded for the six months ended June 30, 2011 relate to the prior year.

        Realized and unrealized gains (losses) on financial instruments.    Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
	amounts in millions
Non-strategic Securities	$	138			(179	)		429			30
Exchangeable senior debentures		22			86			(165	)		16
Equity collars(1)		—			(4	)		—			(2	)
Borrowed shares(1)		(23	)		64			(118	)		61
Other derivatives		6			(48	)		40			(19	)
	$	143			(81	)		186			86

(1)

Changes in fair value are due primarily to changes in the market prices of the underlying marketable securities.

        Gains (losses) on dispositions.    Gains on dispositions in 2010 include a $178 million gain related to the Ticketmaster and Live Nation merger, a gain related to the sale of our GSI commerce shares of $132 million and a gain of $53 million related to the disposition of IAC shares.

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        Income taxes.    Our effective tax rate for the six months ended June 30, 2011 is 39% which is greater than the U.S. federal income tax rate of 35% primarily due to the impact of state taxes. Additionally, the net direct tax impacts of $110 million arising from the sale of a 25% noncontrolling interest in a consolidated subsidiary was recorded as a reduction to equity in accordance with relevant accounting guidance for noncontrolling interests. The tax attributes relating to the remaining 75% of equity of this consolidated subsidiary have not been reflected in our deferred taxes.

        Net earnings.    We had net earnings of $668 million and $440 million for the six months ended June 30, 2011 and 2010, respectively. The change in net earnings was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

Material Changes in Financial Condition

        While the Interactive Group, the Starz Group and the Capital Group are not separate legal entities and the assets and liabilities attributed to each group remain assets and liabilities of our consolidated company, we manage the liquidity and financial resources of each group separately. Keeping in mind that assets of one group may be used to satisfy liabilities of one of the other groups, the following discussion assumes, consistent with management expectations, that future liquidity needs of each group will be funded by the financial resources attributed to each respective group.

        As of June 30, 2011 substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

        The following are potential sources of liquidity for each group to the extent the identified asset or transaction has been attributed to such group: available cash balances, cash generated by the operating activities of our privately-owned subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from asset sales, monetization of our public investment portfolio (including derivatives), debt and equity issuances, and dividend and interest receipts.

        Standard & Poor's Ratings Services and Moody's Investors Services put our corporate ratings on credit watch with developing implications and possible downgrade, respectively, following the Company's announcement of the proposed split-off in June of 2010. During the second quarter of 2011 Standard & Poor's Ratings Services placed our corporate rating on credit watch positive with a likely upgrade to BB with a stable outlook upon the completion of the proposed split-off. In the event we need to obtain external debt financing, these ratings could hurt our ability to obtain financing and could increase the cost of any financing we are able to obtain.

        Consolidated Liberty.    As of June 30, 2011 Liberty had a cash balance of $3,414 million along with additional sources of liquidity of $372 million in short term marketable securities and $2,516 million of unpledged Non-strategic AFS securities. To the extent the Company recognizes any taxable gains from the sale of assets, including in the settlement of derivative instruments, we may incur tax expense and be required to make tax payments, thereby reducing any cash proceeds. Further, our operating businesses have provided, on average, more than $1 billion in annual operating cash flow over the prior three years and we do not anticipate any significant reductions in that amount in future years, with the exception of the impacts to operating cash flow from the proposed split-off.

        The projected uses of Liberty cash are the costs to service outstanding debt, continued capital improvement spending and the potential buyback of common stock under the approved share buyback programs. We also may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities. Additionally, we may make investments in existing or new businesses. In May 2011, we made a proposal to acquire a 70% equity ownership interest in Barnes & Noble Inc. for $17 per share in cash. The proposal is subject to various conditions, including satisfactory financing and

I-43

the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management. If this transaction is consummated, we expect that our cash contribution toward the purchase price, depending on the amount of financing that can be obtained, will be in the range of $500 million.

        Interactive Group.    During the six months ended June 30, 2011, the Interactive Group's primary uses of cash were $393 million of debt repayments and $103 million of capital expenditures. These uses of cash were funded primarily with $264 million of cash reattributed from the Capital Group from the TWX Reattribution, $192 million in borrowings and $348 million of cash provided by operating activities, which is net of $138 million of intercompany tax payments to the Capital Group.

        The projected uses of Interactive Group cash for the remainder of 2011 include approximately $190 million for interest payments on QVC and parent debt attributed to the Interactive Group, $250 million for capital expenditures, additional tax payments to the Capital Group and potential payments to settle outstanding put options on Liberty Interactive Group common stock. In addition, we may make repurchases of Liberty Interactive common stock and additional investments in existing or new businesses and attribute such investments to the Interactive Group.

        We expect that the Interactive Group will fund its 2011 cash needs with cash on hand and cash provided by operating activities. At June 30, 2011, the Interactive Group's sources of liquidity include $1,312 million in cash and $1,258 of unpledged Non-strategic AFS securities. In addition, at June 30, 2011, unused capacity under the QVC Bank Credit Facilities aggregated $1,389 million.

        QVC was in compliance with its debt covenants as of June 30, 2011.

        Starz Group.    During the six months ended June 30, 2011, the Starz Group's primary uses of cash were $77 million related to investments in original programming and other entertainment content and $57 million for payments on outstanding debt. The uses of cash were funded by cash on hand and cash from operations. As of June 30, 2011, the Starz Group had a cash balance of $1,035 million.

        The projected uses of Starz Group cash in 2011 include continued investment in original programming and other entertainment content. In addition, we may make additional repurchases of Liberty Starz common stock and additional investments in existing or new businesses and attribute such investments to the Starz Group. We expect that we will be able to use a combination of cash on hand and cash from operations to fund Starz Group cash needs in 2011.

        Capital Group.    During the six months ended June 30, 2011, the Capital Group's primary uses of cash were $264 million of cash reattributed to the Interactive Group related to the TWX Reattribution, purchases of $134 million in short term marketable securities and $96 million for repurchases of Liberty Capital common stock. The uses of cash were funded by cash on hand and cash from operations.

        The projected uses of Capital Group cash for the remainder of 2011 are not expected to be significant. We note the attributed outstanding debt of $750 million is due in March of 2012. Restricted cash of $638 million (at June 30, 2011) and a basket of AFS debt securities are available to satisfy that obligation at maturity. We also may be required to make net payments of income tax liabilities to settle items under discussion with tax authorities. We may make additional repurchases of Liberty Capital common stock and additional investments in existing or new businesses. In May 2011, we made a proposal to acquire a 70% equity ownership interest in Barnes & Noble Inc. for $17 per share in cash. The proposal is subject to various conditions, including satisfactory financing and the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management. If this transaction is consummated, we expect that our cash contribution toward the purchase price, depending on the amount of financing that can be obtained, will be in the range of $500 million.

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        We expect that the Capital Group's investing and financing activities will be funded with a combination of cash on hand, net tax payments from the Interactive Group and the Starz Group and dispositions of non-strategic assets. At June 30, 2011, the Capital Group's sources of liquidity include $1,067 million in cash, $192 million in short term marketable securities and $1,194 million of unpledged non-strategic AFS securities. To the extent the Capital Group recognizes any taxable gains from the sale of assets, including in the settlement of derivative instruments, we may incur current tax expense and be required to make tax payments, thereby reducing any cash proceeds attributable to the Capital Group.

Results of Operations—Tracking Stock Groups

Interactive Group

        The Interactive Group consists of our subsidiaries QVC, Provide, Backcountry, Bodybuilding and Celebrate, our interests in Expedia, HSN, Interval, Lending Tree and $4,201 million principal amount (as of June 30, 2011) of our publicly-traded debt.

        The following discussion and analysis provides information concerning the results of operations of the Interactive Group. This discussion should be read in conjunction with (1) our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (2) the Unaudited Attributed Financial Information for Tracking Stock Groups filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q.

Results of Operations

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Revenue
	QVC	$	1,898			1,758			3,733			3,515
	E-commerce businesses		347			295			671			563
	Corporate and other		—			—			—			—
		$	2,245			2,053			4,404			4,078
Adjusted OIBDA
	QVC	$	418			403			781			769
	E-commerce businesses		36			28			65			46
	Corporate and other		(4	)		(3	)		(18	)		(6	)
		$	450			428			828			809
Operating Income (Loss)
	QVC	$	281			270			506			502
	E-commerce businesses		19			8			27			12
	Corporate and other		(12	)		(4	)		(32	)		(22	)
		$	288			274			501			492

Operating Results by Business

        QVC.    QVC is a retailer of a wide range of consumer products, which are marketed and sold primarily by merchandise-focused televised shopping programs and via the Internet. In the United States, QVC's live programming is distributed via its nationally televised shopping program 24 hours a

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day, 364 days a year ("QVC-US"). Internationally, QVC's program services are based in the United Kingdom ("QVC-UK"), Germany ("QVC-Germany"), Japan ("QVC-Japan") and Italy ("QVC-Italy"). QVC-UK distributes its program 24 hours a day with 17 hours of live programming and QVC-Germany and QVC-Japan each distribute live programming 24 hours a day. QVC-Italy launched on October 1, 2010 and is distributing programming live for 17 hours a day on satellite and public television and an additional 7 hours a day of recorded programming on satellite television.

        QVC's operating results are as follows:

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Net revenue		$	1,898			1,758			3,733			3,515
Cost of sales			(1,183	)		(1,105	)		(2,363	)		(2,230	)
	Gross profit		715			653			1,370			1,285
Operating expenses			(183	)		(166	)		(358	)		(331	)
SG&A expenses (excluding stock-based compensation			(114	)		(84	)		(231	)		(185	)
	Adjusted OIBDA		418			403			781			769
Stock-based compensation—SG&A			(6	)		(4	)		(10	)		(9	)
Depreciation and amortization			(131	)		(129	)		(265	)		(258	)
	Operating income	$	281			270			506			502

        Net revenue is generated in the following geographical areas:

	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
	amounts in millions
QVC-US	$	1,232		1,193		2,424		2,349
QVC-UK		154		135		292		262
QVC-Germany		237		196		505		436
QVC-Japan		269		234		502		468
QVC-Italy		6		—		10		—
	$	1,898		1,758		3,733		3,515

        QVC's consolidated net revenue increased 8.0% and 6.2% during the three and six months ended June 30, 2011, respectively, as compared to the prior year period. The three month increase in net revenue is comprised of $80 million due to a 4.1% increase in the average sales price per unit ("ASP"), $72 million due to favorable foreign currency rates in all international markets and $17 million due to a 0.9% increase in units sold from 39.1 million to 39.4 million. These increases were partially offset by a $29 million increase in estimated product returns. Returns as a percent of gross product revenue increased to 19.7% from 19.1%. The six month increase in net revenue is comprised of $158 million due to a 4.1% increase in ASP, $94 million due to favorable foreign currency rates in all international markets and $24 million due to a 0.6% increase in units sold from 76.2 million to 76.7 million. These increases were partially offset by a $50 million increase in product returns and an $8 million decrease in net shipping and handling revenue. Returns as a percent of gross product revenue increased to 19.6% from 19.2%.

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        During the three and six months ended June 30, 2011 and 2010, the changes in revenue and expenses were impacted by changes in the exchange rates for the UK pound sterling, the euro and the Japanese yen. In the event the U.S. dollar strengthens against these foreign currencies in the future, QVC's revenue and operating cash flow will be negatively impacted. The percentage increase (decrease) in revenue for each of QVC's geographic areas in U.S. dollars and in local currency is as follows:

	Percentage increase (decrease) in net revenue
	Three months ended June 30, 2011						Six months ended June 30, 2011
	U.S. dollars			Local currency			U.S. dollars			Local currency
QVC-US		3.3	%		3.3	%		3.2	%		3.2	%
QVC-UK		14.1	%		3.9	%		11.5	%		4.6	%
QVC-Germany		20.9	%		7.4	%		15.8	%		10.2	%
QVC-Japan		15.0	%		1.5	%		7.3	%		(3.8	)%

        On March 11, 2011 there was a significant earthquake in Japan. As a result, QVC-Japan was off-air for 12 days and experienced an interruption of its business. The facilities suffered moderate damage. QVC-Japan returned on-air and resumed operations on March 23, 2011. The earthquake and related events have impacted the three and six month periods ended June 30, 2011, however QVC-Japan experienced a steady recovery of sales in May and June 2011 as compared to the prior year periods.

        QVC-US growth in net revenue for the three month period ended June 30, 2011 is due primarily to an increase in ASP partially offset by a decrease in units sold, a decrease in shipping and handling revenue and an increase in returns associated with the sales increase. For the three months ended June 30, 2011, QVC-US shipped sales increased due to growth in sales of accessories, apparel and home décor. For the six months ended June 30, 2011, QVC-US shipped sales increased due to growth in sales of accessories, apparel, electronics, kitchen and home décor. Jewelry sales declined in both periods. The decrease in shipping and handling is due to increased use of free shipping and handling promotions which are most often subsidized by the vendors or included in the margin. For the three month period, return rates increased slightly from 18.4% to 18.5% but for the six month period, declined from 18.5% to 18.3%. QVC-UK's growth for the three and six months ended June 30, 2011 is the result of increased sales in the apparel product category. QVC-Germany experienced growth in all product categories, with the exception of electronics and beauty in both periods. QVC-Germany's sales growth was somewhat offset by a higher return rate in both periods. For the three months ended June 30, 2011, QVC-Japan experienced growth in apparel. QVC-Italy's sales consisted of primarily home and beauty products.

        The QVC service is already received by substantially all of the cable television and direct broadcast satellite homes in the U.S., the UK and Germany. In addition, in Japan, analog customers are expected to be converted to a digital environment beginning in July 2011, with that conversion to be completed by 2015. We believe that it is likely that such analog switch-off will have a negative impact on the overall number of subscribers viewing the program. QVC is currently evaluating the possible impact on QVC-Japan's results as well as opportunities to acquire subscribers via other distribution channels that will aid in mitigating the impact of the conversion. QVC's future sales growth will primarily depend on expansions into new countries, sales growth from its e-commerce and mobile platforms, additions of new customers from homes already receiving the QVC service and growth in sales to existing customers. QVC's future sales may also be affected by (i) the willingness of cable and satellite distributors to continue carrying QVC's programming service, (ii) QVC's ability to maintain favorable channel positioning, which may become more difficult as distributors convert analog customers to

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digital, (iii) changes in television viewing habits because of personal video recorders, video-on-demand and IP television and (iv) general economic conditions.

        QVC's gross profit percentage increased from 37.1% to 37.7% and from 36.6% to 36.7% during the three and six months ended June 30, 2011. For the three months ended June 30, 2011 the increase is due primarily to higher initial product margins in the home and jewelry areas and to a lesser extent, accessories. This favorability was partially offset by higher inventory obsolescence provisions. Freight expenses contributed favorably to both the three and six months ended June 30, 2011 in part due to less units shipped and additional vendor subsidies.

        QVC's operating expenses are principally comprised of commissions, order processing and customer service expenses, credit card processing fees, telecommunications expense and production costs. Operating expenses increased 10.2% and 8.2% for the three and six month periods ended June 30, 2011, as compared to the prior year period. Included in these increases is growth of $4 million and $8 million for the three and six months ended June 30, 2011, respectively related to QVC-Italy operations. Other increases include an increase in commissions expense due to sales growth, an increase in production personnel expenses and an increase in credit card fees due to sales growth as well as an increase in rates.

        QVC's SG&A expenses include personnel, information technology, provision for doubtful accounts, credit card income and marketing and advertising expenses. Such expenses increased as a percent of net revenue from 4.8% to 6.0% for the three months ended June 30, 2011 and from 5.3% to 6.2% for the six months ended June 30, 2011.

        Included in QVC's SG&A results are $9 million and $3 million of costs for three months ended June 30, 2011 and 2010, respectively, and $15 million and $6 million of costs for the six months ended June 30, 2011 and 2010, respectively, related to the launch of the QVC-Italy service. QVC-Italy incurred an adjusted OIBDA loss for the three months ended June 30, 2011 and 2010 of $13 million and $5 million, respectively, and $23 million and $9 million for the six months ended June 30, 2011 and 2010, respectively.

        Net credit card operations income decreased $6 million and $12 million for the three months ended and the six months ended June 30, 2011, compared to the prior year period. Effective August 2, 2010, upon the expiration of the existing contract, QVC entered into a new agreement with GE Money Bank, which provides revolving credit directly to QVC customers solely for the purchase of merchandise from QVC. Under the new agreement QVC receives a portion of the economics from the credit card program according to percentages that vary with the performance of the portfolio. The new agreement, which will expire in August 2015, is substantially different than the expired agreement between the parties. QVC's operating income (and adjusted OIBDA) will be negatively impacted due to the terms of the new agreement. However, QVC has used the $501 million of cash proceeds from the recovery of its noninterest bearing cash deposit maintained at GE Money Bank in connection with the prior arrangement to retire a portion of its outstanding bank facility in 2010. QVC's net credit card income would have been $9 million and $19 million more favorable for the three months and six months ended June 30, 2011, respectively, based on the terms of the expired contract compared to the new contract.

        Excluding the impacts of QVC-Italy, foreign currency exchange and net credit card operations, QVC's SG&A expense increased $13 million or 12.7% for the three months ended June 30, 2011 and $18 million or 8.2% for the six months ended June 30, 2011. The increase was the result of increased spending in a variety of categories including personnel, outside services, franchise taxes, online marketing and public relations events.

        E-commerce businesses.    Our e-commerce businesses are comprised primarily of Provide, Backcountry, Bodybuilding and Celebrate. Revenue for the e-commerce businesses is seasonal due to

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certain holidays, which drive a significant portion of the e-commerce businesses' revenue. The third quarter is generally lower, as compared to the other three quarters, due to fewer holidays. Revenue increased $52 million and $108 million for the three and six months ended June 30, 2011, as compared to the corresponding prior year periods. Each of our respective e-commerce businesses reported an increase in revenue for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. Such increases are the result of acquisitions and deconsolidations, increased marketing efforts and increased conversion due to site optimization and broader inventory offerings. Adjusted OIBDA for the e-commerce businesses increased $8 million and $19 million for the three and six month periods in 2011 and represented 10.4% and 9.7% of revenue in 2011, respectively, as compared to 9.5% and 8.2% in 2010, respectively.

Starz Group

        The Starz Group is primarily comprised of our subsidiary Starz and $1,035 million of cash, including subsidiary cash.

        The following discussion and analysis provides information concerning the attributed results of operations of the Starz Group. This discussion should be read in conjunction with (1) our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (2) the Unaudited Attributed Financial Information for Tracking Stock Groups filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q.

Results of Operations

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Revenue
	Starz, LLC	$	403			308			794			613
	Corporate and other		—			3			1			5
		$	403			311			795			618
Adjusted OIBDA
	Starz, LLC	$	118			107			249			213
	Corporate and other		(1	)		(4	)		(6	)		(7	)
		$	117			103			243			206
Operating Income (Loss)
	Starz, LLC	$	112			102			236			201
	Corporate and other		(4	)		(6	)		(12	)		(13	)
		$	108			96			224			188

        Starz, LLC.    Starz provides premium networks distributed by cable operators, direct-to-home satellite providers, telephone companies and other distributors in the United States and develops, produces and acquires entertainment content and distributes such content to consumers in the United States and throughout the world. Additionally, as of September 30, 2010, Starz includes the remaining operations of Starz Media. Starz is managed based on the following lines of business: Starz Channels (legacy Starz Entertainment business, excluding ancillary revenue and expenses related to original programming) and Home Video, Television, Digital Media and Animation (legacy Starz Media businesses). We believe, with the decisions that have been made surrounding the legacy Starz Media businesses, the prospective results of Starz will be largely driven by the results of Starz Channels.

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        A large portion of Starz's revenue is derived from the delivery of movies and original programming content to consumers through the Starz Channels' distribution partners. Some of Starz's affiliation agreements with its distribution partners provide for payments to Starz based on the number of subscribers that receive the Starz Channels' services ("consignment agreements"). Starz also has fixed-rate affiliation agreements with certain of its distribution partners. Pursuant to these agreements, the distribution partners pay an agreed-upon rate regardless of the number of subscribers. The agreed-upon rate may be increased annually to the extent the contract provides for an increase. The affiliation agreements expire in 2011 through 2018. During the quarter ended June 30, 2011, approximately 54% of the Starz Channels' revenue was generated by its three largest customers, Comcast, DIRECTV and Dish Network, each of which individually generated 10% or more of the Starz Channels' revenue for such period.

        Starz's operating results are as follows:

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Revenue		$	403			383			794			829
Operating expenses			(233	)		(270	)		(428	)		(506	)
SG&A expenses			(52	)		(65	)		(117	)		(175	)
	Adjusted OIBDA		118			48			249			148
Stock-based compensation			(2	)		1			(3	)		(3	)
Depreciation and amortization			(4	)		(6	)		(10	)		(11	)
	Operating income	$	112			43			236			134

        As discussed above, the results for Starz for the three and six months ended June 30, 2011 include the legacy Starz Entertainment business operations and the legacy Starz Media business operations, due to the Starz Media Reattribution (effective as of September 30, 2010). For discussion purposes, the historical results for the Starz Media legacy businesses have been combined with the historical results of the Starz Entertainment legacy businesses, including the impacts of intercompany eliminations, for the three and six months ended June 30, 2010.

        Starz's revenue increased $20 million and decreased $35 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year periods. Revenue for the three months increased as a result of an $8 million increase due to higher effective rate for the Starz Channels' services, $6 million due to growth in the average number of subscriptions and $3 million in additional ancillary revenue related to international television distribution rights and home video for Starz original content. The remaining increase was primarily attributable to the home video performance of "The Kings Speech" distributed for the Weinstein Company in the current period which was partially offset by no theatrical releases of films in 2011. The decrease in revenue for the six months ended June 30, 2011 as compared to the prior year was primarily attributable to no theatrical films released in 2011 as compared to two in 2010 and a decrease in the number of theatrical films released on home video. The overall decrease was partially offset by revenue growth resulting from a $10 million increase due to higher effective rate for the Starz Channels' services, $14 million due to growth in the average number of subscriptions and $14 million in additional ancillary revenue related to international television distribution rights and home video for Starz original content.

        Starz, Encore, and the Encore thematic multiplex channels ("EMP") are the primary drivers of Starz's revenue. Starz average subscriptions increased 9.7% and 9.0% for the three and six months ended June 30, 2011 compared to the corresponding period of 2010 and EMP average subscriptions increased 4.7% and 5.6% for the three and six months ended June 30, 2011 compared to the

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corresponding period of 2010. The impact on revenue due to subscription increases is affected by the relative percentages of increases under consignment agreements and fixed-rate agreements. In this regard, as of June 30, 2011 subscriptions under fixed-rate agreements were 28.5 million while subscriptions under consignment agreements were 23.4 million. As of June 30, 2010, subscriptions under fixed-rate affiliation agreements were 26.6 million while subscriptions under consignment agreements were 22.7 million.

        Operating expenses decreased by $37 million and $78 million for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. Approximately $48 million and $91 million of such decrease, respectively, was the result of lower production and acquisition costs, lower home video costs and no theatrical releases in the current period. These operating expense decreases were partially offset by increases, related to the Starz Channels, of 4.7% and 1.7% for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. Programming expenses are Starz's primary operating expense and totaled approximately $164 million and $312 million for the three and six months ended June 30, 2011 and $156 million and $307 million for the three and six months ended June 30, 2010. We expect that programming costs related to original programming will continue to increase in the future as Starz continues to invest in original content.

        Starz's SG&A expenses decreased by $13 million and $58 million for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. The primary driver in decreased SG&A expenses as compared to the prior year periods was the decisions made regarding the theatrical film business. This decrease was partially offset by increased advertising expenses related to original programming content and increased personnel costs.

        Starz's Adjusted OIBDA increased $70 million and $101 million for the three and six months ended June 30, 2011 as compared to the corresponding prior year periods. The increase in Adjusted OIBDA was a combination of improved results by the Starz Channels business and the decisions made regarding the Theatrical film business in the prior year. As discussed above, the elimination of theatrical film releases and fewer theatrical home video releases resulted in less revenue which was more than offset by no spending in the current period on marketing and advertising associated with the theatrical exhibition of such productions, lower production and acquisition costs and lower home video costs.

Capital Group

        The Capital Group is comprised of our subsidiaries, assets and liabilities not attributed to the Interactive Group or the Starz Group, including controlling interests in ANLBC and TruePosition as well as minority investments in SiriusXM, Live Nation, Time Warner Inc., Time Warner Cable Inc., Sprint and other public and private companies. In addition, we have attributed $1,067 million of cash, including subsidiary cash, and $750 million principal amount (as of June 30, 2011) of our parent debt to the Capital Group.

        The following discussion and analysis provides information concerning the attributed results of operations of the Capital Group. This discussion should be read in conjunction with (1) our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on

I-51

Form 10-Q and (2) the Unaudited Attributed Financial Information for Tracking Stock Groups filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q.

Results of Operations

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011		2010
		amounts in millions
Revenue
	Starz Media	$	—			84			—		228
	Corporate and other		135			116			716		138
		$	135			200			716		366
Adjusted OIBDA
	Starz Media	$	—			(54	)		—		(61	)
	Corporate and other		7			(5	)		365		(41	)
		$	7			(59	)		365		(102	)
Operating Income (Loss)
	Starz Media	$	—			(55	)		—		(64	)
	Corporate and other		(14	)		(28	)		329		(89	)
		$	(14	)		(83	)		329		(153	)

        Revenue.    The Capital Group's combined revenue decreased $65 million for the three months ended June 30, 2011 and increased $350 million for the six months ended June 30, 2011 as compared to the corresponding prior year period. The six month increase in revenue is due to the impact of a one-time recognition of previously deferred revenue at TruePosition partially offset by the Starz Media reattribution whereas the results of Starz Media are now reflected in the results of the Liberty Starz Group. In the first quarter of 2011 TruePosition amended and extended its agreement with AT&T under which TruePosition sells hardware, licenses software and provides ongoing technical and software support to AT&T which are used in the provision of E-911 services domestically. Under new revenue recognition guidance, which we adopted prospectively on January 1, 2011, the amendment is a material modification, requiring elements under the agreement that meet the separation criteria and have been delivered to be recognized as of the modification date. TruePosition recognized approximately $538 million of revenue as of the modification date and $167 million of associated deferred costs. The revenue under the previous contract had been deferred as Vendor Specific Objective Evidence for undelivered items (specified upgrades committed to in November 2006) did not exist.

        Adjusted OIBDA and Operating Income (Loss).    The Capital Group's Adjusted OIBDA increased $66 million and $467 million and Operating Income (Loss) increased $69 million and $482 million for the three and six months ended June 30, 2011, respectively, as compared to the corresponding prior year periods. The increases are primarily due to the one-time recognition of previously deferred revenue and costs from TruePosition and the Starz Media reattribution, discussed previously.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

        We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations by our subsidiaries in different foreign countries. Market risk refers to the risk of loss arising from adverse changes in stock prices, interest rates and foreign currency exchange rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and

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internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

        We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate. As of June 30, 2011, our debt is comprised of the following amounts:

	Variable rate debt					Fixed rate debt
	Principal amount		Weighted avg interest rate			Principal amount		Weighted avg interest rate
	dollar amounts in millions
Interactive Group	$	630		2.2	%	$	6,247		5.5	%
Capital Group	$	750		0.4	%	$	—		N/A
Starz Group	$	—		N/A		$	42		5.5	%

        In addition, QVC has entered into seven forward interest rate swap arrangements with an aggregate notional amount of $1.75 billion and four forward interest rate swap arrangements with an aggregate notional amount of $600 million. Such arrangements provide for payments beginning in March 2011 and extending to March 2013. On the notional amount of $1.75 billion, QVC will make fixed payments at rates ranging from 2.98% to 3.67% and receive variable payments at 3 month LIBOR (0.25% at June 30, 2011). On the notional amount of $600 million, QVC will make variable payments at 3 month LIBOR (0.25% at June 30, 2011) and receive fixed payments at 0.91%.

        The Interactive and Capital groups are exposed to changes in stock prices primarily as a result of our significant holdings in publicly traded securities. We continually monitor changes in stock markets, in general, and changes in the stock prices of our holdings, specifically. We believe that changes in stock prices can be expected to vary as a result of general market conditions, technological changes, specific industry changes and other factors. We periodically use equity collars and other financial instruments to manage market risk associated with certain investment positions. These instruments are recorded at fair value based on option pricing models.

        At June 30, 2011, the fair value of our non-strategic AFS equity securities was $3,811 million. Had the market price of such securities been 10% lower at June 30, 2011, the aggregate value of such securities would have been $381 million lower. Such decrease would be partially offset by an increase in the value of our derivatives related to such AFS securities. Our exchangeable senior debentures are also subject to market risk. Because we mark these instruments to fair value each reporting date, increases in the stock price of the respective underlying security generally result in higher liabilities and unrealized losses in our statement of operations. Additionally, our stock in Expedia, SIRIUS XM and Live Nation (three of our equity method affiliates) are publicly traded securities which are not reflected at fair value in our balance sheet. These securities are also subject to market risk that is not directly reflected in our statement of operations.

        The Interactive Group is exposed to foreign exchange rate fluctuations related primarily to the monetary assets and liabilities and the financial results of QVC's foreign subsidiaries. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated into U.S. dollars at period-end exchange rates, and the statements of operations are generally translated at the average exchange rate for the period. Exchange rate fluctuations on translating foreign

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currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings (loss) as a separate component of stockholders' equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in income as unrealized (based on period-end translations) or realized upon settlement of the transactions. Cash flows from our operations in foreign countries are translated at the average rate for the period. Accordingly, the Interactive Group may experience economic loss and a negative impact on earnings and equity with respect to our holdings solely as a result of foreign currency exchange rate fluctuations.

        We periodically assess the effectiveness of our derivative financial instruments. With regard to interest rate swaps, we monitor the fair value of interest rate swaps as well as the effective interest rate the interest rate swap yields, in comparison to historical interest rate trends. We believe that any losses incurred with regard to interest rate swaps would be largely offset by the effects of interest rate movements on the underlying debt facilities. These measures allow our management to evaluate the success of our use of derivative instruments and to determine when to enter into or exit from derivative instruments.

Item 4.    Controls and Procedures.

        In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer, principal accounting officer and principal financial officer (the "Executives"), of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of June 30, 2011 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

        There has been no change in the Company's internal control over financial reporting that occurred during the six months ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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LIBERTY MEDIA CORPORATION

PART II—OTHER INFORMATION

Item 1.    Legal Proceedings

        On August 6, 2010, Liberty and its subsidiary Liberty Media LLC filed a Verified Complaint for Injunctive Relief and Declaratory Judgment in the Delaware Court of Chancery against The Bank of New York Mellon Trust Company ("BNY"), in BNY's capacity as trustee under the indenture dated July 7, 1999 (as amended and supplemented, the "Indenture") governing Liberty Media LLC's public indebtedness. Liberty filed a verified amended complaint on September 3, 2010 and a verified second amended complaint on October 1, 2010. The second amended complaint requested a declaratory judgment by the court that the previously announced plan to split-off the businesses, assets and liabilities currently attributed to the Liberty Capital and Liberty Starz tracking stock groups will not constitute a disposition of all or substantially all of the assets of Liberty Media LLC under the Indenture and that, therefore, no "Event of Default" will arise as a result of Liberty Media LLC remaining the obligor under the Indenture following the proposed split-off. The second amended complaint further requested that the court enjoin BNY, those acting in concert with it, and each holder of securities whose interests are represented by BNY under the Indenture from declaring an "Event of Default" in connection with the split-off or taking action to accelerate the repayment of indebtedness under the securities. BNY filed a motion to dismiss the complaint, contending that the Delaware Court of Chancery does not have subject matter jurisdiction over the dispute and that it should be litigated in a different court in Delaware. BNY also sought to dismiss based on the theory that there is not a case or controversy for a court to resolve. The motion to dismiss was denied. On April 29, 2011 the Delaware Court of Chancery ruled in Liberty's favor in its case against BNY. The judgment was appealed by BNY on June 6, 2011. Liberty requested an expedited appeal and a hearing has been set for mid-September 2011.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Programs

        On several occasions our board of directors authorized share repurchase programs for our Series A and Series B Liberty Capital common stock, Series A and Series B Liberty Starz common stock and Series A and Series B Liberty Interactive common stock. On October 28, 2009 our board authorized the repurchase of $500 million Series A and Series B Liberty Starz common stock of which $447 million is available for future repurchases, as of June 30, 2011. On each of May 5, 2006, November 3, 2006 and October 30, 2007 our board authorized the repurchase of $1 billion of Liberty Interactive Series A and Series B common stock for a total of $3 billion. As of June 30, 2011, approximately $740 million may yet be purchased under such Liberty Interactive common stock repurchase programs. On each of March 10, 2008 and August 12, 2008 our board authorized $300 million of share repurchases of Series A and Series B Liberty Capital common stock, an authorization of $500 million in share repurchases on May 6, 2010 and an additional authorization of $500 million in share repurchases on September 16, 2010 for a total of $1.6 billion.

II-1

        A summary of the repurchase activity for the three months ended June 30, 2011 is as follows:

		Series A Liberty Capital Common Stock
Period		(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be purchased Under the Plans or Programs
April 1 - 30, 2011			166,338	$	74.15		166,338	$	311 million
June 1 - 30, 2011			55,097	$	78.27		55,097	$	307 million
	Total		221,435				221,435

        In addition to the shares listed in the table above, 6,737 shares of Series A Liberty Capital common stock, 17,230 shares of Series A Liberty Interactive common stock and 2,418 shares of Series A Liberty Starz common stock were surrendered by certain of our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock.

Item 6.    Exhibits

        (a)   Exhibits

        Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):

10.1	Amendment to the Liberty Media Corporation 2007 Incentive Plan dated March 9, 2011.*
31.1	Rule 13a-14(a)/15d-14(a) Certification*
31.2	Rule 13a-14(a)/15d-14(a) Certification*
31.3	Rule 13a-14(a)/15d-14(a) Certification*
32	Section 1350 Certification**
99.1	Attributed Financial Information for Tracking Stock Groups*
99.2	Reconciliation of Liberty Media Corporation Net Assets and Net Earnings to Liberty Media LLC Net Assets and Net Earnings**
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Calculation Linkbase Document**
101.LAB	XBRL Taxonomy Label Linkbase Document**
101.PRE	XBRL Taxonomy Presentation Linkbase Document**
101.DEF	XBRL Taxonomy Definition Document**

*

Filed herewith

**

Furnished herewith

II-2

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LIBERTY MEDIA CORPORATION
Date: August 9, 2011	By:	/s/ GREGORY B. MAFFEI Gregory B. Maffei President and Chief Executive Officer
Date: August 9, 2011	By:	/s/ DAVID J.A. FLOWERS David J.A. Flowers Senior Vice President and Treasurer (Principal Financial Officer)
Date: August 9, 2011	By:	/s/ CHRISTOPHER W. SHEAN Christopher W. Shean Senior Vice President and Controller (Principal Accounting Officer)

II-3

EXHIBIT INDEX

        Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):

10.1	Amendment to the Liberty Media Corporation 2007 Incentive Plan dated March 9, 2011.*
31.1	Rule 13a-14(a)/15d-14(a) Certification*
31.2	Rule 13a-14(a)/15d-14(a) Certification*
31.3	Rule 13a-14(a)/15d-14(a) Certification*
32	Section 1350 Certification**
99.1	Attributed Financial Information for Tracking Stock Groups*
99.2	Reconciliation of Liberty Media Corporation Net Assets and Net Earnings to Liberty Media LLC Net Assets and Net Earnings**
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Calculation Linkbase Document**
101.LAB	XBRL Taxonomy Label Linkbase Document**
101.PRE	XBRL Taxonomy Presentation Linkbase Document**
101.DEF	XBRL Taxonomy Definition Document**

*

Filed herewith

**

Furnished herewith

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited)
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements Of Operations (unaudited)
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements Of Comprehensive Earnings (Loss) (unaudited)
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements Of Cash Flows (unaudited)
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements June 30, 2011 (unaudited)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Item 4. Controls and Procedures .

LIBERTY MEDIA CORPORATION

Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits

SIGNATURES
EXHIBIT INDEX

EX-10.1

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Exhibit 10.1

LIBERTY MEDIA CORPORATION
2007 INCENTIVE PLAN

Amendment

        Liberty Media Corporation (the "Company"), having previously established the Liberty Media Corporation 2007 Incentive Plan, effective as of February 22, 2007 (the "Plan"), and having reserved the right under Section 11.7 thereof to amend the Plan, does hereby amend the Plan, effective as of December 1, 2010, to add a new Article XII to read in its entirety as follows:

"ARTICLE XII—AWARDS GRANTED IN SUBSTITUTION FOR ASSUMED AWARDS

In connection with a merger or acquisition transaction as contemplated by Nasdaq Listing Rule 5635(c)(3) and IM-5635-1, Awards may be granted pursuant to this Plan in substitution for similar awards assumed in connection with such transaction ('Substitute Awards'). Such Substitute Awards will be subject to the terms and conditions set forth in this Plan and the applicable award agreement governing the substitute Award; provided, however, that the restrictions set forth in Section 5.1, Section 6.2 and the second sentence of Section 7.3 shall not be applicable to Substitute Awards. Substitute Awards shall not reduce the number of shares of Common Stock available for grant under the Plan pursuant to Section 4.1."

Except as expressly provided in this Amendment, the Plan will remain unchanged and in full force and effect.

        IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this 9th day of March 2011, but effective as of the date set forth above.

LIBERTY MEDIA CORPORATION
By	/s/ PAMELA COE

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LIBERTY MEDIA CORPORATION 2007 INCENTIVE PLAN

EX-31.1

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EXHIBIT 31.1

CERTIFICATION

I, Gregory B. Maffei, certify that:

        1.     I have reviewed this quarterly report on Form 10-Q of Liberty Media Corporation;

        2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

        3.     Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

        4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

        a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

        b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c)     evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and

        d)    disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 9, 2011

/s/ GREGORY B. MAFFEI
Gregory B. Maffei
Chief Executive Officer and President

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EXHIBIT 31.1

CERTIFICATION

EX-31.2

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EXHIBIT 31.2

CERTIFICATION

I, David J.A. Flowers, certify that:

        1.     I have reviewed this quarterly report on Form 10-Q of Liberty Media Corporation;

        2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

        3.     Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

        4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

        a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

        b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c)     evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and

        d)    disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 9, 2011

/s/ DAVID J.A. FLOWERS
David J.A. Flowers
Senior Vice President and Treasurer

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EXHIBIT 31.2

CERTIFICATION

EX-31.3

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EXHIBIT 31.3

CERTIFICATION

I, Christopher W. Shean, certify that:

        1.     I have reviewed this quarterly report on Form 10-Q of Liberty Media Corporation;

        2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

        3.     Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

        4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

        a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

        b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c)     evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and

        d)    disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 9, 2011

/s/ CHRISTOPHER W. SHEAN
Christopher W. Shean
Senior Vice President and Controller

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EXHIBIT 31.3

CERTIFICATION

EX-32

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Exhibit 32

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

        Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Liberty Media Corporation, a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

        The Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2011	/s/ GREGORY B. MAFFEI Gregory B. Maffei Chief Executive Officer and President
Dated: August 9, 2011	/s/ DAVID J.A. FLOWERS David J.A. Flowers Senior Vice President and Treasurer (Principal Financial Officer)
Dated: August 9, 2011	/s/ CHRISTOPHER W. SHEAN Christopher W. Shean Senior Vice President and Controller (Principal Accounting Officer)

        The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

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Exhibit 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

EX-99.1

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Exhibit 99.1

Attributed Financial Information for Tracking Stock Groups

        Our Liberty Interactive common stock is intended to reflect the separate performance of our Interactive Group which is comprised of our businesses engaged in video and on-line commerce, including our subsidiaries, QVC, Inc., Provide Commerce, Inc., Backcountry.com, Inc., Bodybuilding.com, LLC and Celebrate Interactive Holdings, Inc. and our interests in Expedia, Inc., HSN, Inc., Interval Leisure Group, Inc. and Tree.com, Inc. Our Liberty Starz common stock is intended to reflect the separate performance of our Starz Group which primarily includes our wholly-owned subsidiary Starz, LLC. Our Liberty Capital common stock is intended to reflect the separate performance of our Capital Group which is comprised of all of our assets and businesses not attributed to the Interactive Group or the Starz Group.

        The following tables present our assets and liabilities as of June 30, 2011 and revenue, expenses and cash flows as of and for the three and six months ended June 30, 2011 and 2010. The tables further present our assets, liabilities, revenue, expenses and cash flows that are attributed to the Interactive Group, the Starz Group and the Capital Group, respectively. The financial information should be read in conjunction with our unaudited condensed consolidated financial statements for the six months ended June 30, 2011 included in this Quarterly Report on Form 10-Q.

        Notwithstanding the following attribution of assets, liabilities, revenue, expenses and cash flows to the Interactive Group, the Starz Group and the Capital Group, our tracking stock structure does not affect the ownership or the respective legal title to our assets or responsibility for our liabilities. We and our subsidiaries are each responsible for our respective liabilities. Holders of Liberty Interactive common stock, Liberty Starz common stock and Liberty Capital common stock are holders of our common stock and are subject to risks associated with an investment in our company and all of our businesses, assets and liabilities. The issuance of Liberty Interactive common stock, Liberty Starz common stock and Liberty Capital common stock does not affect the rights of our creditors or creditors of our subsidiaries.

1

SUMMARY ATTRIBUTED FINANCIAL DATA

Interactive Group

	June 30, 2011		December 31, 2010
	amounts in millions
Summary balance sheet data:
Current assets	$	3,190		3,128
Investments in available-for-sale securities and other cost investments	$	1,261		1
Investments in affiliates, accounted for using the equity method	$	1,018		949
Total assets	$	17,569		16,294
Long-term debt, including current portion	$	6,430		5,180
Long-term deferred income tax liabilities	$	2,657		2,582
Attributed net assets	$	6,576		6,287

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Summary operations data:
Revenue		$	2,245			2,053			4,404			4,078
Cost of sales			(1,398	)		(1,284	)		(2,775	)		(2,578	)
Operating expenses			(209	)		(190	)		(412	)		(376	)
Selling, general and administrative expenses(1)			(202	)		(166	)		(419	)		(352	)
Depreciation and amortization			(148	)		(139	)		(297	)		(280	)
	Operating income		288			274			501			492
Interest expense			(107	)		(163	)		(217	)		(310	)
Share of earnings of affiliates, net			37			36			57			59
Realized and unrealized gains (losses) on financial instruments			89			7			10			32
Gains on disposition, net			—			—			—			364
Other income (expense), net			3			(20	)		21			(46	)
Income tax expense			(115	)		(69	)		(124	)		(206	)
	Net earnings		195			65			248			385
Less net earnings attributable to noncontrolling interests			13			7			22			17
Net earnings attributable to Liberty Media Corporation shareholders		$	182			58			226			368

(1)

Includes stock-based compensation of $14 million and $15 million for the three months ended June 30, 2011 and 2010, respectively, and $30 million and $37 million for the six months ended June 30, 2011 and 2010, respectively.

2

SUMMARY ATTRIBUTED FINANCIAL DATA (Continued)

Starz Group

	June 30, 2011		December 31, 2010
	amounts in millions
Summary balance sheet data:
Current assets	$	1,939		1,746
Total assets	$	2,761		2,539
Long-term debt, including current portion	$	42		105
Attributed net assets	$	2,374		2,246

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Summary operations data:
Revenue		$	403			311			795			618
Operating expenses			(234	)		(172	)		(429	)		(337	)
Selling, general and administrative expenses(1)			(56	)		(39	)		(132	)		(84	)
Depreciation and amortization			(5	)		(4	)		(10	)		(9	)
	Operating income		108			96			224			188
Other income (expense), net			—			(1	)		(2	)		—
Income tax expense			(41	)		(34	)		(102	)		(70	)
	Net earnings		67			61			120			118
Less net earnings attributable to noncontrolling interests			—			—			1			—
	Net earnings attributable to Liberty Media Corporation shareholders	$	67			61			119			118

(1)

Includes stock-based compensation of $4 million and $3 million for the three months ended June 30, 2011 and 2010, respectively, and $9 million and $9 million for the six months ended June 30, 2011 and 2010, respectively.

3

SUMMARY ATTRIBUTED FINANCIAL DATA (Continued)

Capital Group

	June 30, 2011		December 31, 2010
	amounts in millions
Summary balance sheet data:
Current assets	$	2,007		1,721
Investments in available-for-sale securities and other cost investments	$	2,918		4,483
Total assets	$	6,515		8,189
Long-term debt, including current portion	$	750		2,033
Attributed net assets	$	2,916		2,780

		Three months ended June 30,						Six months ended June 30,
		2011			2010			2011			2010
		amounts in millions
Summary operations data:
Revenue		$	135			200			716			366
Operating expenses			(98	)		(196	)		(296	)		(301	)
Selling, general and administrative expenses(1)			(36	)		(66	)		(67	)		(181	)
Legal settlement			—			—			7			—
Depreciation and amortization			(15	)		(21	)		(31	)		(37	)
	Operating income (loss)		(14	)		(83	)		329			(153	)
Interest expense			(1	)		(10	)		(7	)		(33	)
Share of losses of affiliates, net (note 3)			(22	)		—			(50	)		—
Realized and unrealized gains (losses) on financial instruments, net			54			(88	)		175			55
Other income, net			24			50			49			57
Income tax (expense) benefit			(20	)		46			(196	)		11
	Net earnings		21			(85	)		300			(63	)
Less net earnings attributable to noncontolling interests			(1	)		(3	)		(1	)		(3	)
	Net earnings (losses) attributable to Liberty Media Corporation shareholders	$	22			(82	)		301			(60	)

(1)

Includes stock-based compensation of $6 million and $3 million for the three months ended June 30, 2011 and 2010, respectively, and $12 million and $14 million for the six months ended June 30, 2011 and 2010, respectively.

4

BALANCE SHEET INFORMATION

June 30, 2011

(unaudited)

			Attributed (note 1)
			Interactive Group		Starz Group			Capital Group			Inter-group eliminations			Consolidated Liberty
			amounts in millions
Assets
Current assets:
	Cash and cash equivalents		$	1,312		1,035			1,067			—			3,414
	Trade and other receivables, net			633		223			59			—			915
	Inventory, net			1,103		—			—			—			1,103
	Program rights			—		471			—			—			471
	Short term marketable securities			48		132			192			—			372
	Restricted cash			15		39			662			—			716
	Other current assets			79		39			27			(24	)		121
		Total current assets		3,190		1,939			2,007			(24	)		7,112
Investments in available-for-sale securities and other cost investments (note 2)				1,261		65			2,918			—			4,244
Investments in affiliates, accounted for using the equity method (note 3)				1,018		—			460			—			1,478
Property and equipment, net				1,044		99			132			—			1,275
Goodwill				6,017		132			201			—			6,350
Trademarks				2,513		—			—			—			2,513
Other non-amortizable intangibles				—		—			153			—			153
Intangible assets subject to amortization, net				2,444		17			126			—			2,587
Deferred tax assets				—		—			243			(243	)		—
Other assets, at cost, net of accumulated amortization				82		509			275			—			866
		Total assets	$	17,569		2,761			6,515			(267	)		26,578
Liabilities and Equity
Current liabilities:
	Accounts payable		$	528		6			10			—			544
	Accrued liabilities			601		240			42			—			883
	Intergroup payable (receivable)			26		(26	)		—			—			—
	Financial instruments			1		—			1,166			—			1,167
	Current portion of debt (note 4)			511		4			750			—			1,265
	Current deferred tax liabilities			199		—			736			(24	)		911
	Deferred revenue			106		24			81			—			211
	Other current liabilities			75		9			31			—			115
		Total current liabilities		2,047		257			2,816			(24	)		5,096
Long-term debt (note 4)				5,919		38			—			—			5,957
Long-term financial instruments				88		—			—			—			88
Deferred income tax liabilities				2,657		51			—			(243	)		2,465
Deferred revenue				13		—			535			—			548
Other liabilities				168		45			249			—			462
		Total liabilities		10,892		391			3,600			(267	)		14,616
Equity/Attributed net assets				6,576		2,374			2,916			—			11,866
Noncontrolling interests in equity of subsidiaries				101		(4	)		(1	)		—			96
		Total liabilities and equity	$	17,569		2,761			6,515			(267	)		26,578

5

STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATION

Three months ended June 30, 2011

(unaudited)

				Attributed (note 1)
				Interactive Group			Starz Group			Capital Group			Consolidated Liberty
				amounts in millions
Revenue:
	Net retail sales			$	2,245			—			—			2,245
	Communications and programming services				—			403			135			538
					2,245			403			135			2,783
Operating costs and expenses:
	Cost of sales				1,398			—			—			1,398
	Operating				209			234			98			541
	Selling, general and administrative, including stock-based compensation (note 5)				202			56			36			294
	Depreciation and amortization				148			5			15			168
					1,957			295			149			2,401
		Operating income			288			108			(14	)		382
Other income (expense):
	Interest expense				(107	)		(2	)		(1	)		(110	)
	Share of earnings (losses) of affiliates, net (note 3)				37			—			(22	)		15
	Realized and unrealized gains on financial instruments, net				89			—			54			143
	Other, net				3			2			24			29
					22			—			55			77
		Earnings before income taxes			310			108			41			459
Income tax expense					(115	)		(41	)		(20	)		(176	)
		Net earnings			195			67			21			283
Less net earnings (losses) attributable to noncontrolling interests					13			—			(1	)		12
Net earnings attributable to Liberty Media Corporation shareholders				$	182			67			22			271
Net earnings				$	195			67			21			283
Other comprehensive earnings (loss), net of taxes:
	Foreign currency translation adjustments				22			—			2			24
	Unrealized holding losses arising during the period				—			—			(3	)		(3	)
	Recognition of previously unrealized (gains) losses on available-for-sale securities, net				—			(1	)		9			8
	Share of other comprehensive earnings of equity affiliates				1			—			4			5
		Other comprehensive earnings (loss)			23			(1	)		12			34
			Comprehensive earnings		218			66			33			317
Less comprehensive earnings (losses) attributable to the noncontrolling interests					16			—			(1	)		15
Comprehensive earnings attributable to Liberty Media Corporation shareholders				$	202			66			34			302

6

STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATION

Three months ended June 30, 2010

(unaudited)

				Attributed (note 1)
				Interactive Group			Starz Group			Capital Group			Consolidated Liberty
				amounts in millions
Revenue:
	Net retail sales			$	2,053			—			—			2,053
	Communications and programming services				—			311			200			511
					2,053			311			200			2,564
Operating costs and expenses:
	Cost of sales				1,284			—			—			1,284
	Operating				190			172			196			558
	Selling, general and administrative, including stock-based compensation (note 5)				166			39			66			271
	Depreciation and amortization				139			4			21			164
					1,779			215			283			2,277
		Operating income (loss)			274			96			(83	)		287
Other income (expense):
	Interest expense				(163	)		(1	)		(10	)		(174	)
	Intergroup interest income (expense)				1			—			(1	)		—
	Share of earnings of affiliates, net (note 3)				36			—			3			39
	Realized and unrealized gains (losses) on financial instruments, net				7			—			(88	)		(81	)
	Gains on dispositions, net				—			—			25			25
	Other, net				(21	)		—			23			2
					(140	)		(1	)		(48	)		(189	)
		Earnings (loss) before income taxes			134			95			(131	)		98
Income tax (expense) benefit					(69	)		(34	)		46			(57	)
		Net earnings (loss)			65			61			(85	)		41
Less net earnings (loss) attributable to the noncontrolling interests					7			—			(3	)		4
Net earnings (loss) attributable to Liberty Media Corporation shareholders				$	58			61			(82	)		37
Net earnings (loss)				$	65			61			(85	)		41
Other comprehensive earnings (loss), net of taxes:
	Foreign currency translation adjustments				(50	)		—			—			(50	)
	Unrealized holding losses arising during the period				(6	)		—			(61	)		(67	)
	Recognition of previously unrealized gains on available-for-sale securities, net				(1	)		—			(13	)		(14	)
	Share of other comprehensive loss of equity affiliates				(6	)		—			—			(6	)
	Other, net				12			—			—			12
		Other comprehensive loss			(51	)		—			(74	)		(125	)
			Comprehensive earnings (loss)		14			61			(159	)		(84	)
Less comprehensive earnings attributable to the noncontrolling interests					14			—			(3	)		11
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders				$	—			61			(156	)		(95	)

7

STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS INFORMATION

Six months ended June 30, 2011

(unaudited)

					Attributed (note 1)
					Interactive Group			Starz Group			Capital Group			Consolidated Liberty
					amounts in millions
Revenue:
	Net retail sales				$	4,404			—			—			4,404
	Communications and programming services					—			795			716			1,511
						4,404			795			716			5,915
Operating costs and expenses:
	Cost of sales					2,775			—			—			2,775
	Operating					412			429			296			1,137
	Selling, general and administrative including stock-based compensation (notes 1 and 5)					419			132			67			618
	Legal settlement					—			—			(7	)		(7	)
	Depreciation and amortization					297			10			31			338
						3,903			571			387			4,861
		Operating income (loss)				501			224			329			1,054
Other income (expense):
	Interest expense					(217	)		(3	)		(7	)		(227	)
	Share of earnings (losses) of affiliates, net					57			—			(50	)		7
	Realized and unrealized gains on financial instruments, net					10			1			175			186
	Other, net					21			—			49			70
						(129	)		(2	)		167			36
		Earnings before income taxes				372			222			496			1,090
Income tax expense (note 6)						(124	)		(102	)		(196	)		(422	)
		Net earnings				248			120			300			668
Less net earnings (loss) attributable to the noncontrolling interests						22			1			(1	)		22
Net earnings attributable to Liberty Media Corporation shareholders					$	226			119			301			646
		Net earnings			$	248			120			300			668
Other comprehensive earnings (loss), net of taxes:
	Foreign currency translation adjustments					70			—			2			72
	Unrealized holding losses arising during the period					—			—			(27	)		(27	)
	Recognition of previously unrealized (gains) losses on available-for-sale securities, net					—			(7	)		9			2
	Share of other comprehensive loss of equity affiliates					4			—			4			8
	Other					—			1			—			1
			Other comprehensive earnings (loss)			74			(6	)		(12	)		56
				Comprehensive earnings		322			114			288			724
Less comprehensive earnings (loss) attributable to the noncontrolling interests						22			1			(1	)		22
Comprehensive earnings attributable to Liberty Media Corporation shareholders					$	300			113			289			702

8

STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS INFORMATION

Six months ended June 30, 2010

(unaudited)

						Attributed (note 1)
						Interactive Group			Starz Group			Capital Group			Consolidated Liberty
						amounts in millions
Revenue:
	Net retail sales					$	4,078			—			—			4,078
	Communications and programming services						—			618			366			984
							4,078			618			366			5,062
Operating costs and expenses:
	Cost of sales						2,578			—			—			2,578
	Operating						376			337			301			1,014
	Selling, general and administrative including stock-based compensation (notes 1 and 5)						352			84			181			617
	Depreciation and amortization						280			9			37			326
							3,586			430			519			4,535
			Operating income (loss)				492			188			(153	)		527
Other income (expense):
	Interest expense						(310	)		(1	)		(33	)		(344	)
	Intergroup interest income (expense)						(3	)		2			1			—
	Share of earnings (losses) of affiliates, net						59			—			(11	)		48
	Realized and unrealized gains (losses) on financial instruments, net						32			(1	)		55			86
	Gains on dispositions, net						364			—			24			388
	Other, net						(43	)		—			43			—
							99			—			79			178
		Earnings (loss) before income taxes					591			188			(74	)		705
Income tax (expense) benefit (note 6)							(206	)		(70	)		11			(265	)
		Net earnings (loss)					385			118			(63	)		440
Less net earnings (loss) attributable to the noncontrolling interests							17			—			(3	)		14
Net earnings (loss) attributable to Liberty Media Corporation shareholders						$	368			118			(60	)		426
		Net earnings (loss)				$	385			118			(63	)		440
Other comprehensive earnings (loss), net of taxes:
	Foreign currency translation adjustments						(102	)		—			—			(102	)
	Unrealized holding gains (losses) arising during the period						29			—			(31	)		(2	)
	Recognition of previously unrealized gains on available-for-sale securities, net						(113	)		—			(13	)		(126	)
	Share of other comprehensive loss of equity affiliates						(1	)		—			—			(1	)
	Reattribution of other comprehensive income between tracking stocks						(30	)		—			30			—
	Other						25			—			—			25
				Other comprehensive loss			(192	)		—			(14	)		(206	)
					Comprehensive earnings (loss)		193			118			(77	)		234
Less comprehensive earnings attributable to the noncontrolling interests							23			—			(3	)		20
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders						$	170			118			(74	)		214

9

STATEMENT OF CASH FLOWS INFORMATION

Six months ended June 30, 2011

(unaudited)

				Attributed (note 1)
				Interactive Group			Starz Group			Capital Group			Consolidated Liberty
				amounts in millions
Cash flows from operating activities:
	Net earnings			$	248			120			300			668
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			297			10			31			338
		Stock-based compensation			30			9			12			51
		Cash payments for stock based compensation			(2	)		(6	)		(3	)		(11	)
		Noncash interest expense			4			2			(1	)		5
		Share of losses (earnings) of affiliates, net			(57	)		—			50			(7	)
		Cash receipts from return on equity investments			10			—			—			10
		Realized and unrealized gains (losses) on financial instruments, net			(10	)		(1	)		(175	)		(186	)
		Intergroup tax allocation			96			60			(156	)		—
		Intergroup tax payments			(138	)		(4	)		142			—
		Deferred income tax (benefit) expense			(38	)		37			180			179
		Other noncash charges (credits), net			(20	)		57			(383	)		(346	)
		Changes in operating assets and liabilities
			Current and other assets		230			(173	)		(42	)		15
			Payables and other current liabilities		(302	)		70			142			(90	)
Net cash provided by operating activities					348			181			97			626
Cash flows from investing activities:
	Investments in and loans to cost and equity investees				(7	)		—			(82	)		(89	)
	Repayment of loan by cost and equity investees				—			—			189			189
	Capital expended for property and equipment				(103	)		(2	)		(4	)		(109	)
	Net sales (purchases) of short term investments				(48	)		46			143			141
	Net increase in restricted cash				—			(11	)		(134	)		(145	)
	Reattribution of cash				264			—			(264	)		—
	Other investing activities, net				1			(1	)		—			—
Net cash provided (used) by investing activities					107			32			(152	)		(13	)
Cash flows from financing activities:
	Borrowings of debt				192			1			—			193
	Repayments of debt				(393	)		(57	)		(1	)		(451	)
	Repurchases of Liberty common stock				—			—			(96	)		(96	)
	Other financing activities, net				(42	)		—			7			(35	)
Net cash used by financing activities					(243	)		(56	)		(90	)		(389	)
Effect of foreign currency rates on cash					11			—			—			11
	Net increase (decrease) in cash and cash equivalents				223			157			(145	)		235
	Cash and cash equivalents at beginning of period				1,089			878			1,212			3,179
	Cash and cash equivalents at end period			$	1,312			1,035			1,067			3,414

10

STATEMENT OF CASH FLOWS INFORMATION

Six months ended June 30, 2010

(unaudited)

				Attributed (note 1)
				Interactive Group			Starz Group			Capital Group			Consolidated Liberty
				amounts in millions
Cash flows from operating activities:
	Net earnings			$	385			118			(63	)		440
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			280			9			37			326
		Stock-based compensation			37			9			14			60
		Cash payments for stock based compensation			(11	)		(29	)		—			(40	)
		Noncash interest expense			49			—			1			50
		Share of losses (earnings) of affiliates, net			(59	)		—			11			(48	)
		Cash receipts from return on equity investments			10			—			—			10
		Realized and unrealized gains (losses) on financial instruments, net			(32	)		1			(55	)		(86	)
		Gains on disposition of assets, net			(364	)		—			(24	)		(388	)
		Intergroup tax allocation			99			57			(156	)		—
		Intergroup tax payments			(190	)		17			173			—
		Deferred income tax expense			66			12			28			106
		Other noncash charges, net			31			12			69			112
		Changes in operating assets and liabilities
			Current and other assets		241			(72	)		(81	)		88
			Payables and other current liabilities		(342	)		70			173			(99	)
Net cash provided by operating activities					200			204			127			531
Cash flows from investing activities:
	Cash proceeds from dispositions				459			29			30			518
	Proceeds (payments) related to settlement of financial instruments				(31	)		—			750			719
	Investments in and loans to cost and equity investees				—			—			(257	)		(257	)
	Repayment of loan by equity investee				—			—			98			98
	Capital expended for property and equipment				(123	)		(1	)		(5	)		(129	)
	Net purchases of short term investments				—			(137	)		(170	)		(307	)
	Net (increase) decrease in restricted cash				1			(20	)		(11	)		(30	)
	Reattribution of cash				807			—			(807	)		—
	Other investing activities, net				(8	)		—			6			(2	)
Net cash provided (used) by investing activities					1,105			(129	)		(366	)		610
Cash flows from financing activities:
	Borrowings of debt				1,048			—			88			1,136
	Repayments of debt				(1,763	)		(2	)		(973	)		(2,738	)
	Intergroup debt borrowings/(repayments)				(316	)		158			158			—
	Repurchases of Liberty common stock				—			(40	)		(286	)		(326	)
	Other financing activities, net				(43	)		(39	)		155			73
Net cash provided (used) by financing activities					(1,074	)		77			(858	)		(1,855	)
Effect of foreign currency rates on cash					(15	)		—			—			(15	)
	Net increase (decrease) in cash and cash equivalents				216			152			(1,097	)		(729	)
	Cash and cash equivalents at beginning of period				884			794			3,157			4,835
	Cash and cash equivalents at end period			$	1,100			946			2,060			4,106

11

Notes to Attributed Financial Information

(unaudited)

(1)

The assets attributed to our Interactive Group include our consolidated subsidiaries QVC, Inc., Provide Commerce, Inc., Backcountry.com, Inc., Bodybuilding.com, LLC and Celebrate Interactive Holdings, Inc., and our interests in GSI Commerce, Inc., Expedia, Inc., HSN, Inc., Interval Leisure Group, Inc. and Tree.com, Inc. Accordingly, the accompanying attributed financial information for the Interactive Group includes our investments in Expedia, HSN, Interval and Lending Tree, as well as the assets, liabilities, revenue, expenses and cash flows of QVC, Provide, Backcountry, Bodybuilding and Celebrate. We have also attributed certain of our debt obligations (and related interest expense) to the Interactive Group based upon a number of factors, including the cash flow available to the Interactive Group and its ability to pay debt service and our assessment of the optimal capitalization for the Interactive Group. The specific debt obligations attributed to each of the Interactive Group, the Starz Group and the Capital Group are described in note 4 below. In addition, we have allocated certain corporate general and administrative expenses among the Interactive Group, the Starz Group and the Capital Group as described in note 5 below.

The Interactive Group focuses on video and on-line commerce businesses. Accordingly, we expect that businesses that we may acquire in the future that we believe are complementary to this strategy will also be attributed to the Interactive Group.

The Starz Group consists primarily of our subsidiary Starz, LLC and approximately $1,035 million of cash, including subsidiary cash. Accordingly, the accompanying attributed financial information for the Starz Group includes these investments and the assets, liabilities, revenue, expenses and cash flows of that consolidated subsidiaries.

The Starz Group focuses primarily on video programming. Accordingly, we expect that businesses we may acquire in the future that we believe are complementary to this strategy will also be attributed to the Starz Group.

The Capital Group consists of all of our businesses not included in the Interactive Group or the Starz Group, including our consolidated subsidiaries Atlanta National League Baseball Club, Inc. and TruePosition, Inc. and certain cost and equity investments. Accordingly, the accompanying attributed financial information for the Capital Group includes these investments and the assets, liabilities, revenue, expenses and cash flows of these consolidated subsidiaries. In addition, we have attributed to the Capital Group all of our notes and debentures (and related interest expense) that have not been attributed to the Interactive Group or the Starz Group. See note 4 below for the debt obligations attributed to the Capital Group.

On February 25, 2010, Liberty announced that its board of directors had resolved to effect the following changes in attribution between the Capital Group and the Interactive Group, effective immediately (the "February Reattribution"):

•

the change in attribution from the Interactive Group to the Capital Group of Liberty's 14.6% ownership interest in Live Nation Entertainment, Inc.;

•

the change in attribution from the Capital Group to the Interactive Group of the following debt securities:

•

$469 million in principal amount of 4% Exchangeable Senior Debentures due 2029 (the "2029 Exchangeables");

•

$460 million in principal amount of 3.75% Exchangeable Senior Debentures due 2030 (the "2030 Exchangeables"); and

12

Notes to Attributed Financial Information (Continued)

(unaudited)

•

$492 million in principal amount of 3.5% Exchangeable Senior Debentures due 2031 (the "2031 Exchangeables", and together with the 2029 Exchangeables and the 2030 Exchangeables, the "Exchangeable Notes");

•

the change in attribution from the Capital Group to the Interactive Group of approximately $830 million in net taxable income to be recognized ratably in tax years 2014 through 2018 as a result of the cancellation in April 2009 of $400 million in principal amount of 2029 Exchangeables and $350 million in principal amount of 2030 Exchangeables; and

•

the change in attribution from the Capital Group to the Interactive Group of $807 million in cash.

The Liberty Media board determined that the February Reattribution would enable the Interactive Group to obtain long-term debt financing on better terms than would have been available to it in the capital markets at that time and improve the liquidity of the Interactive Group. In addition, the Interactive Group's generation of meaningful taxable income would better position it to utilize more directly and efficiently the tax benefits associated with the Exchangeable Notes. Previously, the Interactive Group was using these tax benefits, which were then attributed to the Capital Group, and compensating the Capital Group for such use. Lastly, the Liberty Media board believed that Liberty Media's equity interests in Live Nation Entertainment should be reattributed to the Capital Group in order to position it to take advantage of potential synergies associated with the Capital Group's interests in Sirius XM Radio.

In establishing the terms of the February Reattribution, the Liberty Media board reviewed, among other things, (i) a range of estimated values for the Exchangeable Notes (between $482 million and $526 million), which took into account the trading prices of the Exchangeable Notes and their unique tax attributes, among other things, and (ii) the estimated value of Liberty Media's equity interests in Live Nation Entertainment (approximately $298 million), which was based on the $12 per share offer price in Liberty Media's tender offer for additional shares of Live Nation during February 2010. Consistent with Liberty Media's Management and Allocation Policies, the Liberty Media board determined that the exchange of assets and liabilities between the two groups in the February Reattribution was completed on a fair value basis.

Liberty has reflected the February Reattribution prospectively. This change in attribution had no effect on the balance sheet and results of operations attributed to the Starz Group.

On September 16, 2010, Liberty Media's board of directors approved a change in attribution of Liberty Media's interest in Starz Media, LLC along with $15 million in cash from the Capital Group to the Starz Group, effective September 30, 2010 (the "Starz Media Reattribution"). As a result of the Starz Media Reattribution, an intergroup payable of approximately $54.9 million owed by the Capital Group to the Starz Group has been extinguished, and its Starz Group has become attributed with approximately $53.7 million in bank debt, interest rate swaps and any shutdown costs associated with the winding down of the Overture Films business. Notwithstanding the Starz Media Reattribution, the board determined that certain tax benefits relating to the operation of the Starz Media, LLC business by the Capital Group that may be realized from any future sale or other disposition of that business by the Starz Group will remain attributed to the Capital Group.

The Starz Media Reattribution enabled the Starz Group to acquire the complementary Starz Media business. Starz Entertainment had been engaging in mutually beneficial content distribution and programming arrangements with Starz Media, and it was inefficient for these arrangements to be treated as inter-group transactions. Accordingly, the Liberty Media board reattributed Starz

13

Notes to Attributed Financial Information (Continued)

(unaudited)

Media, and its related debt, from the Capital Group to the Starz Group. This also enabled the Capital Group to repay indebtedness it owed to the Starz Group without using any of its cash reserves.

In establishing the terms of the Starz Reattribution, the Liberty Media board considered, among other things, (i) a range of estimated values for the Starz Media assets (between $95 million and $122 million), (ii) the $53.7 million in Starz Media liabilities to be assumed and (iii) the $54.9 million payable owed by the Capital Group to the Starz Group. Consistent with Liberty Media's Management and Allocation Policies, the Liberty Media board determined that the exchange of assets and liabilities between the two groups in the Starz Reattribution was completed on a fair value basis.

Liberty has reflected the Starz Media Reattribution prospectively. This change in attribution has no impact on the balance sheet and results of operations attributed to the Interactive Group.

On February 9, 2011, Liberty Media's Board of Directors approved the change in attribution of (i) approximately $1.138 billion principal amount of Liberty Media LLC's 3.125% Exchangeable Senior Debentures due 2023 (the "TWX Exchangeable Notes"), (ii) 21,785,130 shares of Time Warner Inc. common stock, 5,468,254 shares of Time Warner Cable Inc. common stock and 1,980,425 shares of AOL, Inc. common stock, which collectively represent the basket of securities into which the TWX Exchangeable Notes are exchangeable (the "Basket Securities") and (iii) $263.8 million in cash from the Capital Group to the Interactive Group, effective immediately (the "TWX Reattribution"). The TWX Reattribution had no effect on the assets and liabilities attributed to the Starz Group, nor did it effect any change to the obligor of the TWX Exchangeable Notes, which remains Liberty Media LLC.

The Liberty Media board determined to effect the TWX Reattribution in light of the proposed split-off, to eliminate ambiguity regarding the terms of this reattribution and to better align the TWX Exchangeable Notes with the tracking stock group that has the strongest cashflow generation. The reattribution of the TWX Exchangeable Notes was necessary to complete the pending proposed split-off because the obligor thereunder, Liberty Media LLC, will remain with Liberty Media following that split-off. The Liberty Media board believed that waiting to complete this reattribution until an unknowable time when the conditions to the split-off would be satisfied was creating confusion in the marketplace over the terms of the pending reattribution, including the amount of cash to be reattributed. In addition, and irrespective of the split-off, the Liberty Media board believes the Interactive Group is best positioned to fulfill the obligations under the Exchangeable Notes given its strong cash flow and solid credit position. Accordingly, the Liberty Media board decided to complete the TWX Reattribution at its February 9, 2011 board meeting.

In establishing the terms of the TWX Reattribution, the Liberty Media board reviewed, among other things, (i) the principal amount of the TWX Exchangeable Notes, (ii) a range of values for tax liabilities associated with the delivery of the Basket Securities (between $162 million and $168 million), (iii) a range of values in payment for the risk that the Basket Securities are worth less than the face amount of the TWX Exchangeable Notes at the first date on which the TWX Exchangeable Notes can be redeemed, which is March 30, 2013 (between $36 million to $55 million), and (iv) the estimated value of the Basket Securities, using closing market prices on February 8, 2011 ($1.2 billion in the aggregate).

Any businesses that we may acquire in the future that are not attributed to the Interactive Group or the Starz Group will be attributed to the Capital Group.

14

Notes to Attributed Financial Information (Continued)

(unaudited)

While we believe the allocation methodology described above is reasonable and fair to each group, we may elect to change the allocation methodology in the future. In the event we elect to transfer assets or businesses from one group to the other, such transfer would be made on a fair value basis and would be accounted for as a short-term loan unless our board of directors determines to account for it as a long-term loan or through an inter-group interest.

(2)

Investments in available-for-sale securities, including non-strategic securities, and other cost investments are summarized as follows:

				June 30, 2011		December 31, 2010
				amounts in millions
Capital Group
	Time Warner Inc.(b)			$	453		1,101
	Time Warner Cable Inc.(b)				244		567
	Sprint Nextel Corporation(a)				248		301
	Motorola Solutions(c)				341		471
	Motorola Mobility(c)				143		—
	Viacom, Inc.				387		301
	Live Nation(d)				25		389
	Century Link, Inc.(a)				148		248
	Priceline				267		208
	Other available-for-sale equity securities(a)				43		100
	SIRIUS XM debt securities				389		384
	Other available-for-sale debt securities				222		404
	Other cost investments and related receivables				8		9
		Total attributed Capital Group			2,918		4,483
Interactive Group
	Time Warner Inc.(a)(b)				792		—
	Time Warner Cable Inc.(a)(b)				427		—
	Other				42		1
		Total attributed Interactive Group			1,261		1
Starz Group
	Other				65		67
		Total attributed Starz Group			65		67
			Consolidated Liberty	$	4,244		4,551

(a)

Includes shares pledged as collateral for share borrowing arrangements.

(b)

As discussed in note 1, certain of these securities were reattributed from the Capital Group to the Interactive Group in the first quarter of 2011.

(c)

Effective January 4, 2011 Motorola, Inc. separated Motorola Mobility Holdings, Inc. in a 1 for 8 stock distribution. Motorola Inc. simultaneously completed a 1 for 7 reverse stock split and was renamed Motorola Solutions, Inc.

(d)

In June 2011 the Company acquired an additional 5.5 million shares of Live Nation for $58 million. The additional ownership requires the Company to account for the

15

Notes to Attributed Financial Information (Continued)

(unaudited)

investment as an equity method affiliate. We continue to hold debt securities in Live Nation which are included in available-for-sale securities.

(3)

The following table presents information regarding certain equity method investments:

									Share of earnings (losses)
		June 30, 2011							Three months ended June 30,					Six months ended June 30,
		Percentage ownership			Carrying value		Market value
									2011			2010		2011			2010
		dollar amounts in millions
Interactive Group
	Expedia		25	%	$	753	$	2,007	$	35		$	28	$	48		$	42
Capital Group
	Sirius(a)		40	%	$	—	$	5,665	$	(1	)	$	8	$	(8	)	$	—
	Live Nation(b)		21	%	$	371	$	449	$	(22	)	$	—	$	(45	)	$	—

(a)

As of June 30, 2011, the Sirius Preferred Stock had a market value of $5,665 million based on the value of the common stock into which it is convertible.

(b)

During June 2011 Liberty acquired an additional 5.5 million shares of Live Nation which put the ownership percentage greater than 20% of the outstanding voting shares. Due to the presumption that an entity with an ownership percentage greater than 20% has significant influence and no other factors would rebut that presumption the Company is accounting for the investment as an equity method affiliate. The Company has elected to record its share of earnings/losses for Live Nation on a three-month lag due to timelines considerations. Due to the relative insignificance of the share of losses for Live Nation in previous periods the Company has recorded their share of losses since the inception of the investment in the current year. Approximately $12 million of the losses recorded in the second quarter of 2011 relate to the prior years.

16

Notes to Attributed Financial Information (Continued)

(unaudited)

(4)

Debt attributed to the Interactive Group, the Starz Group and the Capital Group is comprised of the following:

			June 30, 2011
			Outstanding principal		Carrying value
			amounts in millions
Capital Group
	Liberty bank facility		$	750		750
		Total attributed Capital Group debt		750		750
Interactive Group
	5.7% Senior Notes due 2013			324		323
	8.5% Senior Debentures due 2029			287		284
	8.25% Senior Debentures due 2030			504		501
	3.125% Exchangeable Senior Debentures Due 2023			1,138		1,363
	4% Exchangeable Senior Debentures due 2029			469		260
	3.75% Exchangeable Senior Debentures due 2030			460		256
	3.5% Exchangeable Senior Debentures due 2031			488		324
	3.25% Exchangeable Senior Debentures due 2031			531		458
	QVC 7.125% Senior Secured Notes due 2017			500		500
	QVC 7.5% Senior Secured Notes due 2019			1,000		985
	QVC 7.375% Senior Secured Notes due 2020			500		500
	QVC Bank Credit Facilities			611		611
	Other subsidiary debt			65		65
		Total attributed Interactive Group debt		6,877		6,430
Starz Group
	Subsidiary debt			42		42
		Total attributed Starz Group debt		42		42
Total debt			$	7,669		7,222

(5)

Cash and stock-based compensation expense for our corporate employees has been allocated among the Interactive Group, the Starz Group and the Capital Group based on the estimated percentage of time spent providing services for each group. Other general and administrative expenses are charged directly to the groups whenever possible and are otherwise allocated based on estimated usage or some other reasonably determined methodology. Amounts allocated from the Capital Group to the Interactive Group and the Starz Group, including stock-based compensation, are as follows:

	Six months ended June 30,
	2011		2010
	amounts in millions
Interactive Group	$	31		21
Starz Group	$	10		9

17

Notes to Attributed Financial Information (Continued)

(unaudited)

While we believe that this allocation method is reasonable and fair to each group, we may elect to change the allocation methodology or percentages used to allocate general and administrative expenses in the future.

(6)

We have accounted for income taxes for the Interactive Group, the Starz Group and the Capital Group in the accompanying attributed financial information in a manner similar to a stand-alone company basis. To the extent this methodology differs from our tax sharing policy, differences have been reflected in the attributed net assets of the groups.

(7)

The Liberty Interactive common stock, the Liberty Starz common stock and the Liberty Capital common stock have voting and conversion rights under our amended charter. Following is a summary of those rights. Holders of Series A common stock of each group are entitled to one vote per share and holders of Series B common stock of each group are entitled to ten votes per share. Holders of Series C common stock of each group, if issued, will be entitled to ¹/100th of a vote per share in certain limited cases and will otherwise not be entitled to vote. In general, holders of Series A and Series B common stock vote as a single class. In certain limited circumstances, the board may elect to seek the approval of only the holders of common stock related to our Interactive Group, our Starz Group or our Capital Group.

At the option of the holder, each share of Series B common stock is convertible into one share of Series A common stock of the same group. At the discretion of our board, the common stock related to one group may be converted into common stock of the same series that is related to one of our other groups.

18

QuickLinks

Exhibit 99.1

Attributed Financial Information for Tracking Stock Groups
SUMMARY ATTRIBUTED FINANCIAL DATA
SUMMARY ATTRIBUTED FINANCIAL DATA (Continued)
SUMMARY ATTRIBUTED FINANCIAL DATA (Continued)
BALANCE SHEET INFORMATION June 30, 2011 (unaudited)
STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATION Three months ended June 30, 2011 (unaudited)
STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATION Three months ended June 30, 2010 (unaudited)
STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS INFORMATION Six months ended June 30, 2011 (unaudited)
STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS INFORMATION Six months ended June 30, 2010 (unaudited)
STATEMENT OF CASH FLOWS INFORMATION Six months ended June 30, 2011 (unaudited)
STATEMENT OF CASH FLOWS INFORMATION Six months ended June 30, 2010 (unaudited)
Notes to Attributed Financial Information (unaudited)

EX-99.2

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Exhibit 99.2

Liberty Media Corporation
Reconciliation of Liberty Media Corporation ("LMC") Net Assets and
Net Earnings to Liberty Media LLC ("LM LLC") Net Assets and Net Earnings

June 30, 2011 (unaudited)

amounts in millions

Liberty Media Corporation Net Assets		$	11,962
Reconciling items:
	LMC put option obligations		1
Liberty Media LLC Net Assets		$	11,963
Liberty Media Corporation Net Earnings		$	668
Reconciling items:
	LMC selling, general and administrative expenses		1
	Unrealized gain on LMC put options		(19	)
Liberty Media LLC Net Earnings		$	650

1

QuickLinks

Exhibit 99.2

Liberty Media Corporation Reconciliation of Liberty Media Corporation ("LMC") Net Assets and Net Earnings to Liberty Media LLC ("LM LLC") Net Assets and Net Earnings June 30, 2011 (unaudited) amounts in millions

XML



Intangible Assets (Changes In The Carrying Amount Of Goodwill) (Details) (USD $) In Millions	6 Months Ended				6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011 QVC [Member]	Jun. 30, 2011 Starz, LLC [Member]	Dec. 31, 2010 Starz, LLC [Member]	Jun. 30, 2011 Other Goodwill [Member]
Balance, beginning of the year	$ 6,315	$ 5,363	$ 132	$ 132	$ 820
Foreign currency translation adjustments	36	36
Other	(1)				(1)
Balance, ending of the year	$ 6,350	$ 5,399	$ 132	$ 132	$ 819

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data	Jun. 30, 2011	Dec. 31, 2010
Available-for-sale securities pledged as collateral	$ 1,148	$ 1,219
Carrying value of debt measured at fair value	$ 2,661	$ 2,506
Preferred stock, par or stated value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Series A [Member] | Segment, Liberty Capital [Member]
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	74,131,132	75,139,893
Common stock, shares outstanding	74,131,132	75,139,893
Series A [Member] | Segment, Liberty Interactive [Member]
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common stock, shares authorized	4,000,000,000	4,000,000,000
Common stock, shares issued	572,645,073	570,731,067
Common stock, shares outstanding	572,645,073	570,731,067
Series A [Member] | Segment, Liberty Starz [Member]
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common stock, shares authorized	4,000,000,000	4,000,000,000
Common stock, shares issued	49,216,947	49,130,652
Common stock, shares outstanding	49,216,947	49,130,652
Series B [Member] | Segment, Liberty Capital [Member]
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	7,350,225	7,363,948
Common stock, shares outstanding	7,350,225	7,363,948
Series B [Member] | Segment, Liberty Interactive [Member]
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	29,005,670	29,059,016
Common stock, shares outstanding	29,005,670	29,059,016
Series B [Member] | Segment, Liberty Starz [Member]
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	2,953,815	2,917,815
Common stock, shares outstanding	2,953,815	2,917,815

XML



Condensed Consolidated Statements Of Operations (USD $) In Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenue:
Net retail sales	$ 2,245	$ 2,053	$ 4,404	$ 4,078
Communications and programming services	538	511	1,511	984
Total revenues	2,783	2,564	5,915	5,062
Operating costs and expenses:
Cost of sales	1,398	1,284	2,775	2,578
Operating	541	558	1,137	1,014
Selling, general and administrative, including stock-based compensation (note 3)	294	271	618	617
Legal settlement			(7)
Depreciation and amortization	168	164	338	326
Total operating costs and expenses	2,401	2,277	4,861	4,535
Operating income (loss)	382	287	1,054	527
Other income (expense):
Interest expense	(110)	(174)	(227)	(344)
Share of earnings of affiliates, net (note 7)	15	39	7	48
Realized and unrealized gains on financial instruments, net (note 8)	143	(81)	186	86
Gains (losses) on dispositions, net		25	(2)	388
Other, net	29	2	72
Other, net			70
Total other income (expense)	77	(189)	36	178
Earnings from continuing operations before income taxes	459	98	1,090	705
Income tax expense	(176)	(57)	(422)	(265)
Net earnings (loss)	283	41	668	440
Less net earnings (losses) attributable to the noncontrolling interests	12	4	22	14
Net earnings attributable to Liberty Media Corporation shareholders	271	37	646	426
Segment, Liberty Capital [Member]
Revenue:
Communications and programming services	135	200	716	366
Total revenues	135	200	716	366
Operating costs and expenses:
Operating	98	196	296	301
Selling, general and administrative, including stock-based compensation (note 3)	36	66	67	181
Legal settlement			(7)
Depreciation and amortization	15	21	31	37
Total operating costs and expenses	149	283	387	519
Operating income (loss)	(14)	(83)	329	(153)
Other income (expense):
Interest expense	(1)	(10)	(7)	(33)
Intergroup interest income (expense)		(1)		1
Share of earnings of affiliates, net (note 7)	(22)	3	(50)	(11)
Realized and unrealized gains on financial instruments, net (note 8)	54	(88)	175	55
Gains (losses) on dispositions, net		25		24
Other, net	24	23		43
Other, net			49
Total other income (expense)	55	(48)		79
Earnings from continuing operations before income taxes	41	(131)	496	(74)
Income tax expense	(20)	46	(196)	11
Net earnings (loss)	21	(85)	300	(63)
Less net earnings (losses) attributable to the noncontrolling interests	(1)	(3)	(1)	(3)
Net earnings attributable to Liberty Media Corporation shareholders	22	(82)	301	(60)
Earnings (Loss) Per Common Share
Basic net earnings attributable to Liberty Media Corporation shareholders per common share (note ___):	$ 0.27	$ (0.86)	$ 3.72	$ (0.63)
Diluted net earnings attributable to Liberty Media Corporation shareholders per common share (note ___):	$ 0.27	$ (0.86)	$ 3.63	$ (0.63)
Segment, Liberty Starz [Member]
Revenue:
Communications and programming services	403	311	795	618
Total revenues	403	311	795	618
Operating costs and expenses:
Operating	234	172	429	337
Selling, general and administrative, including stock-based compensation (note 3)	56	39	132	84
Depreciation and amortization	5	4	10	9
Total operating costs and expenses	295	215	571	430
Operating income (loss)	108	96	224	188
Other income (expense):
Interest expense	(2)	(1)	(3)	(1)
Intergroup interest income (expense)				2
Realized and unrealized gains on financial instruments, net (note 8)			1	(1)
Other, net	2
Total other income (expense)		(1)
Earnings from continuing operations before income taxes	108	95	222	188
Income tax expense	(41)	(34)	(102)	(70)
Net earnings (loss)	67	61	120	118
Less net earnings (losses) attributable to the noncontrolling interests			1
Net earnings attributable to Liberty Media Corporation shareholders	67	61	119	118
Earnings (Loss) Per Common Share
Basic net earnings attributable to Liberty Media Corporation shareholders per common share (note ___):	$ 1.31	$ 1.22	$ 2.33	$ 2.36
Diluted net earnings attributable to Liberty Media Corporation shareholders per common share (note ___):	$ 1.26	$ 1.20	$ 2.25	$ 2.31
Segment, Liberty Interactive [Member]
Revenue:
Net retail sales	2,245	2,053	4,404	4,078
Total revenues	2,245	2,053	4,404	4,078
Operating costs and expenses:
Cost of sales	1,398	1,284	2,775	2,578
Operating	209	190	412	376
Selling, general and administrative, including stock-based compensation (note 3)	202	166	419	352
Depreciation and amortization	148	139	297	280
Total operating costs and expenses	1,957	1,779	3,903	3,586
Operating income (loss)	288	274	501	492
Other income (expense):
Interest expense	(107)	(163)	(217)	(310)
Intergroup interest income (expense)		1		(3)
Share of earnings of affiliates, net (note 7)	37	36	57	59
Realized and unrealized gains on financial instruments, net (note 8)	89	7	10	32
Gains (losses) on dispositions, net				364
Other, net	3	(21)		(43)
Other, net			21
Total other income (expense)	22	(140)		99
Earnings from continuing operations before income taxes	310	134	372	591
Income tax expense	(115)	(69)	(124)	(206)
Net earnings (loss)	195	65	248	385
Less net earnings (losses) attributable to the noncontrolling interests	13	7	22	17
Net earnings attributable to Liberty Media Corporation shareholders	$ 182	$ 58	$ 226	$ 368
Earnings (Loss) Per Common Share
Basic net earnings attributable to Liberty Media Corporation shareholders per common share (note ___):	$ 0.30	$ 0.10	$ 0.38	$ 0.62
Diluted net earnings attributable to Liberty Media Corporation shareholders per common share (note ___):	$ 0.30	$ 0.10	$ 0.37	$ 0.61

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Long-Term Debt (Debt Excluding Intergroup Debt) (Details) (USD $) In Millions, unless otherwise specified																																							6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2011 Segment, Liberty Capital [Member]	Dec. 31, 2010 Segment, Liberty Capital [Member]	Dec. 31, 2010 Segment, Liberty Capital [Member] 3.125% Exchangeable Senior Debentures Due 2023 [Member]	Jun. 30, 2011 Segment, Liberty Capital [Member] Liberty Bank Facility [Member]	Dec. 31, 2010 Segment, Liberty Capital [Member] Liberty Bank Facility [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] 5.7% Senior Notes Due 2013 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] 5.7% Senior Notes Due 2013 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] QVC Bank Credit Facilities [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] QVC Bank Credit Facilities [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] 8.5% Senior Debentures Due 2029 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] 8.5% Senior Debentures Due 2029 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] 8.25% Senior Debentures Due 2030 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] 8.25% Senior Debentures Due 2030 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] 3.125% Exchangeable Senior Debentures Due 2023 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] 4% Exchangeable Senior Debentures Due 2029 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] 4% Exchangeable Senior Debentures Due 2029 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] 3.75% Exchangeable Senior Debentures Due 2030 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] 3.75% Exchangeable Senior Debentures Due 2030 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] 3.5% Exchangeable Senior Debentures Due 2031 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] 3.5% Exchangeable Senior Debentures Due 2031 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] 3.25% Exchangeable Senior Debentures Due 2031 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] 3.25% Exchangeable Senior Debentures Due 2031 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] QVC 7.125% Senior Secured Notes Due 2017 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] QVC 7.125% Senior Secured Notes Due 2017 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] QVC 7.5% Senior Secured Notes Due 2019 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] QVC 7.5% Senior Secured Notes Due 2019 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] QVC 7.375% Senior Secured Notes Due 2020 [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] QVC 7.375% Senior Secured Notes Due 2020 [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] Other Debt [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member] Other Debt [Member]	Jun. 30, 2011 Segment, Liberty Starz [Member]	Dec. 31, 2010 Segment, Liberty Starz [Member]	Jun. 30, 2011 Segment, Liberty Starz [Member] Subsidiary Debt [Member]	Dec. 31, 2010 Segment, Liberty Starz [Member] Subsidiary Debt [Member]	Jun. 30, 2011 5.7% Senior Notes Due 2013 [Member]	Jun. 30, 2011 8.5% Senior Debentures Due 2029 [Member]	Jun. 30, 2011 8.25% Senior Debentures Due 2030 [Member]	Jun. 30, 2011 3.125% Exchangeable Senior Debentures Due 2023 [Member]	Jun. 30, 2011 4% Exchangeable Senior Debentures Due 2029 [Member]	Jun. 30, 2011 3.75% Exchangeable Senior Debentures Due 2030 [Member]	Jun. 30, 2011 3.5% Exchangeable Senior Debentures Due 2031 [Member]	Jun. 30, 2011 3.25% Exchangeable Senior Debentures Due 2031 [Member]	Jun. 30, 2011 QVC 7.125% Senior Secured Notes Due 2017 [Member]	Jun. 30, 2011 QVC 7.5% Senior Secured Notes Due 2019 [Member]	Jun. 30, 2011 QVC 7.375% Senior Secured Notes Due 2020 [Member]
Long-Term Debt, outstanding principal	$ 7,669		$ 750			$ 750		$ 6,877		$ 324		$ 611		$ 287		$ 504		$ 1,138	$ 469		$ 460		$ 488		$ 531		$ 500		$ 1,000		$ 500		$ 65		$ 42		$ 42
Long-term Debt	7,222	7,318	750	2,033	1,283	750	750	6,430	5,180	323	323	611	785	284	284	501	501	1,363	260	265	256	253	324	329	458	376	500	500	985	985	500	500	65	79	42	105	42	105
Long-term Debt, current maturities	(1,265)	(530)	(750)					(511)																											(4)
Total long-term debt	$ 5,957	$ 6,788						$ 5,919																											$ 38
Debt instrument interest rate										5.70%				8.50%		8.25%		3.125%	4.00%		3.75%		3.50%		3.25%		7.125%		7.50%		7.375%
Maturity year of debt instrument																																							2013	2029	2030	2023	2029	2031	2030	2031	2017	2019	2020

XML



Assets And Liabilities Measured At Fair Value (Tables)

6 Months Ended

Jun. 30, 2011

Assets And Liabilities Measured At Fair Value

Assets And Liabilities Measured At Fair Value On A Recurring Basis

	Fair Value Measurements at June 30, 2011
		Quoted prices	Significant other	Significant
		in active markets	observable	unobservable
		for identical assets	inputs	inputs
Description	Total	(Level 1)	(Level 2)	(Level 3)
		amounts in millions
Short term marketable securities	$         372	372	--	--
Available-for-sale securities	$       4,233	4,042	191	--
Financial instruments	$       1,251	1,147	104	--
Debt	$       2,661	--	2,661	--

XML



Document And Entity Information	6 Months Ended
	Jun. 30, 2011
Entity Registrant Name	LIBERTY MEDIA CORP
Entity Central Index Key	0001355096
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Series A [Member] | Segment, Liberty Capital [Member]
Entity Common Stock, Shares Outstanding	74,138,127
Series A [Member] | Segment, Liberty Interactive [Member]
Entity Common Stock, Shares Outstanding	572,681,560
Series A [Member] | Segment, Liberty Starz [Member]
Entity Common Stock, Shares Outstanding	49,222,471
Series B [Member] | Segment, Liberty Capital [Member]
Entity Common Stock, Shares Outstanding	7,345,691
Series B [Member] | Segment, Liberty Interactive [Member]
Entity Common Stock, Shares Outstanding	2,949,073
Series B [Member] | Segment, Liberty Starz [Member]
Entity Common Stock, Shares Outstanding	29,002,021

XML



Financial Instruments (Realized And Unrealized Gains (Losses) On Financial Instruments) (Details) (USD $) In Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010		Jun. 30, 2011		Jun. 30, 2010
Realized and unrealized gains on financial instruments, net (note 8)	$ 143		$ (81)		$ 186		$ 86
Equity Collars [Member]
Realized and unrealized gains on financial instruments, net (note 8)			(4)				(2)
Borrowed Shares [Member]
Realized and unrealized gains on financial instruments, net (note 8)	(23)	[1]	64	[1]	(118)	[1]	61	[1]
Other Financial Instruments [Member]
Realized and unrealized gains on financial instruments, net (note 8)	6		(48)		40		(19)
Non-Strategic Securities [Member]
Realized and unrealized gains on financial instruments, net (note 8)	138	[1]	(179)	[1]	429	[1]	30	[1]
Exchangeable Senior Debentures [Member]
Realized and unrealized gains on financial instruments, net (note 8)	22		86		(165)		16
Securities Pledged [Member]
Realized and unrealized gains on financial instruments, net (note 8)							$ 61

[1] Realized and Unrealized Gains (Losses) on Financial Instruments Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: Three months ended Six months ended June 30, June 30, 2011 2010 2011 2010 amounts in millions Non-strategic Securities (1) $ 138 (179) 429 30 Exchangeable senior debentures 22 86 (165) 16 Equity collars -- (4) -- (2) Borrowed shares (1) (23) 64 (118) 61 Other 6 (48) 40 (19) $ 143 (81) 186 86 (1)The unrealized gains (losses) on Non-strategic Securities for the three and six months ended June 30, 2011 include gains of $23 million and $118 million, respectively, and for the three and six months ended June 30, 2010 include losses of $64 million and $61 million, respectively, related to securities pledged as collateral under the share borrowing arrangements.

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Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2011

Financial Instruments

Summary Of Financial Instruments

Type of	June 30,	December 31,
financial instrument	2011	2010
	amounts in millions
Liabilities
Borrowed shares (1)	$        1,148	1,219
Other	107	139
	1,255	1,358
Less current portion	1,167	(1,264)
	$             88	94

            (1)       The market values of borrowed shares are as follows:

	June 30,	December 31,
	2011	2010
	amounts in millions
Time Warner	$           110	97
Time Warner Cable	59	50
Sprint (a)	147	221
Motorola Solutions (b)	341	471
Motorola Mobility (b)	143	--
CenturyLink (a)	76	165
Priceline	267	208
Other	5	7
	$        1,148	1,219

(a)In January 2011, Liberty unwound a portion of the borrowed share position with respect to approximately 25 million Sprint shares and 2 million CenturyLink shares through the delivery of such shares to the counterparty.  The asset associated with these AFS securities ($115 million and $74 million, respectively) was retired as well as the liability ($115 million and $74 million, respectively) associated with those borrowed share positions.

(b)As discussed in note 6, Motorola Inc. separated into two companies effective January 4, 2011 through a stock distribution and reverse stock split.

Realized And Unrealized Gains (Losses) On Financial Instruments

	Three months ended		Six months ended
	June 30,		June 30,
	2011	2010	2011	2010
	amounts in millions
Non-strategic Securities (1)	$        138	(179)	429	30
Exchangeable senior debentures	22	86	(165)	16
Equity collars	--	(4)	--	(2)
Borrowed shares (1)	(23)	64	(118)	61
Other	6	(48)	40	(19)
	$        143	(81)	186	86

(1)The unrealized gains (losses) on Non-strategic Securities for the three and six months ended June 30, 2011 include gains of $23 million and $118 million, respectively, and for the three and six months ended June 30, 2010 include losses of $64 million and $61 million, respectively, related to securities pledged as collateral under the share borrowing arrangements.

XML



Financial Instruments (Summary Of Financial Instruments) (Details) (USD $) In Millions	Jun. 30, 2011		Jan. 31, 2011	Dec. 31, 2010
Financial instruments, derivative liabilities	$ 1,255			$ 1,358
Less current portion	(1,167)			(1,264)
Financial instruments, noncurrent liabilities	88			94
Time Warner [Member]
Financial instruments, derivative liabilities	110			97
Time Warner Cable Inc. [Member]
Financial instruments, derivative liabilities	59			50
Sprint [Member]
Financial instruments, derivative liabilities	147	[1]		221	[1]
Borrowed shares that have been unwound			25
Motorola Solutions [Member]
Financial instruments, derivative liabilities	341	[2]		471	[2]
Motorola Mobility [Member]
Financial instruments, derivative liabilities	143	[2]
Century Link, Inc. [Member]
Financial instruments, derivative liabilities	76	[1]		165	[1]
Borrowed shares that have been unwound			2
Priceline [Member]
Financial instruments, derivative liabilities	267			208
Other borrowed shares [Member]
Financial instruments, derivative liabilities	5			7
Borrowed Shares [Member]
Financial instruments, derivative liabilities	1,148	[3]		1,219	[3]
Financial instruments, noncurrent liabilities	115			74
Financial instruments, noncurrent assets	115			74
Other Financial Instruments [Member]
Financial instruments, derivative liabilities	$ 107			$ 139

[1] In January 2011, Liberty unwound a portion of the borrowed share position with respect to approximately 25 million Sprint shares and 2 million CenturyLink shares through the delivery of such shares to the counterparty. The asset associated with these AFS securities ($115 million and $74 million, respectively) was retired as well as the liability ($115 million and $74 million, respectively) associated with those borrowed share positions.

[2] As discussed in note 6, Motorola Inc. separated into two companies effective January 4, 2011 through a stock distribution and reverse stock split.

[3] The market values of borrowed shares are as follows: June 30, December 31, 2011 2010 amounts in millions Time Warner $ 110 97 Time Warner Cable 59 50 Sprint (a) 147 221 Motorola Solutions (b) 341 471 Motorola Mobility (b) 143 -- CenturyLink (a) 76 165 Priceline 267 208 Other 5 7 $ 1,148 1,219

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Assets And Liabilities Measured At Fair Value

6 Months Ended

Jun. 30, 2011

Assets And Liabilities Measured At Fair Value

Assets And Liabilities Measured At Fair Value

(5)        Assets and Liabilities Measured at Fair Value

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels.  Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.  Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.  Level 3 inputs are unobservable inputs for the asset or liability.

The Company's assets and liabilities measured at fair value are as follows:

	Fair Value Measurements at June 30, 2011
		Quoted prices	Significant other	Significant
		in active markets	observable	unobservable
		for identical assets	inputs	inputs
Description	Total	(Level 1)	(Level 2)	(Level 3)
		amounts in millions
Short term marketable securities	$         372	372	--	--
Available-for-sale securities	$       4,233	4,042	191	--
Financial instruments	$       1,251	1,147	104	--
Debt	$       2,661	--	2,661	--

The majority of the Company's Level 2 financial assets and liabilities are debt instruments with quoted market prices which are not considered to be traded on "active markets," as defined in GAAP. Accordingly, the financial instruments are reported in the foregoing table as Level 2 fair value.

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Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2011

Intangible Assets

Changes In The Carrying Amount Of Goodwill

		Starz,
	QVC	LLC	Other	Total
	amounts in millions
Balance at January 1, 2011	$    5,363	132	820	6,315
Foreign currency translation adjustments	36	--	--	36
Other	--	--	(1)	(1)
Balance at June 30, 2011	$    5,399	132	819	6,350

Amortization Expense For The Next Five Fiscal Years

Remainder of 2011	$     249
2012	$     475
2013	$     445
2014	$     390
2015	$     360

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Investments In Affiliates Accounted For Using The Equity Method (Schedule Of Equity Ownership And Carrying Amount) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2011	Dec. 31, 2010
Investments in affiliates, accounted for using the equity method (note 7)	$ 1,478	$ 1,040
Segment, Liberty Interactive [Member]
Investments in affiliates, accounted for using the equity method (note 7)	1,018
Segment, Liberty Interactive [Member] | Expedia [Member]
Percentage ownership	25.00%
Investments in affiliates, accounted for using the equity method (note 7)	753	710
Equity Method Investment, Quoted Market Value	2,007
Segment, Liberty Interactive [Member] | Other Securities [Member]
Percentage ownership	various
Investments in affiliates, accounted for using the equity method (note 7)	265	239
Segment, Liberty Capital [Member]
Investments in affiliates, accounted for using the equity method (note 7)	460
Segment, Liberty Capital [Member] | Other Securities [Member]
Percentage ownership	various
Investments in affiliates, accounted for using the equity method (note 7)	89	86
Segment, Liberty Capital [Member] | SIRIUS XM [Member]
Percentage ownership	40.00%
Investments in affiliates, accounted for using the equity method (note 7)		5
Equity Method Investment, Quoted Market Value	5,665
Segment, Liberty Capital [Member] | Live Nation [Member]
Investments in affiliates, accounted for using the equity method (note 7)	371
Equity Method Investment, Quoted Market Value	$ 449

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Assets And Liabilities Measured At Fair Value (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Short term marketable securities	$ 372	$ 509
Available-for-sale securities	4,233
Financial instrument liabilities	1,251
Debt	2,661
Quoted Prices In Active Markets For Identical Assets (Level 1)
Short term marketable securities	372
Available-for-sale securities	4,042
Financial instrument liabilities	1,147
Significant Other Observable Inputs (Level 2)
Available-for-sale securities	191
Financial instrument liabilities	104
Debt	$ 2,661

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Investments In Affiliates Accounted For Using The Equity Method (Tables)

6 Months Ended

Jun. 30, 2011

Investments In Affiliates Accounted For Using The Equity Method

Schedule Of Equity Ownership And Carrying Amount

				December 31,
	June 30, 2011			2010
	Percentage	Market	Carrying	Carrying
	ownership	Value	amount	amount
	dollar amounts in millions
Interactive Group
Expedia	25%	$        2,007	$            753	710
Other	various	N/A	265	239
Capital Group
SIRIUS XM	40%	$        5,665	--	5
Live Nation (a)	21%	$           449	371	--
Other	various	N/A	89	86
			$          1,478	1,040

Schedule Of Liberty's Share Of Earnings (Losses) Of Affiliates

	Three months ended		Six months ended
	June 30,		June 30,
	2011	2010	2011	2010
	amounts in millions
Interactive Group
Expedia	$              35	28	48	42
Other	2	8	9	17
Capital Group
SIRIUS XM	(1)	8	(8)	--
Live Nation (a)	(22)	--	(45)	--
Other	1	(5)	3	(11)
	$              15	39	7	48

Expedia Consolidated Balance Sheets

Expedia Consolidated Balance Sheets
	June 30,		December 31,
	2011		2010
	amounts in millions
Current assets	$             2,954	1,702
Property and equipment, net	318	277
Goodwill	3,679	3,642
Intangible assets	793	798
Other assets	301	232
Total assets	$             8,045	6,651
Current liabilities	$             2,998	1,889
Deferred income taxes	266	248
Long-term debt	1,645	1,645
Other liabilities	122	132
Noncontrolling interest	134	64
Equity	2,880	2,673
Total liabilities and equity	$             8,045	6,651

Expedia Consolidated Statement Of Operations

Expedia Consolidated Statements of Operations
	Six months ended
	June 30,
	2011	2010
	amounts in millions
Revenue	$         1,846	1,552
Cost of revenue	(376)	(327)
Gross profit	1,470	1,225
Selling, general and administrative expenses	(1,116)	(902)
Amortization	(15)	(17)
Restructuring charges and other	(4)	--
Operating income	335	306
Interest expense	(62)	(41)
Other income (expense), net	(3)	3
Income tax expense	(77)	(92)
Net earnings	193	176
Net earnings attributable to noncontrolling interests	(1)	(2)
Net earnings attributable to Expedia, Inc.	$            192	174

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Long-Term Debt

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Long-Term Debt

(10)      Long-Term Debt

Debt is summarized as follows:

	Outstanding
	principal	Carrying value
	June 30,	June 30,	December 31,
	2011	2011	2010
Capital Group	amounts in millions
Exchangeable senior debentures
3.125% Exchangeable Senior Debentures due 2023	$              --	--	1,283
Liberty bank facility	750	750	750
Total attributed Capital Group debt	750	750	2,033
Interactive Group
Senior notes and debentures
5.7% Senior Notes due 2013	324	323	323
8.5% Senior Debentures due 2029	287	284	284
8.25% Senior Debentures due 2030	504	501	501
3.125% Exchangeable Senior Debentures due 2023	1,138	1,363	--
4% Exchangeable Senior Debentures due 2029	469	260	265
3.75% Exchangeable Senior Debentures due 2030	460	256	253
3.5% Exchangeable Senior Debentures due 2031	488	324	329
3.25% Exchangeable Senior Debentures due 2031	531	458	376
QVC 7.125% Senior Secured Notes due 2017	500	500	500
QVC 7.5% Senior Secured Notes due 2019	1,000	985	985
QVC 7.375% Senior Secured Notes due 2020	500	500	500
QVC Bank Credit Facilities	611	611	785
Other subsidiary debt	65	65	79
Total attributed Interactive Group debt	6,877	6,430	5,180
Starz Group
Subsidiary debt	42	42	105
Total attributed Starz Group debt	42	42	105
Total consolidated Liberty debt	$        7,669	7,222	7,318
Less current maturities		(1,265)	(530)
Total long-term debt		$       5,957	6,788

Exchangeable Senior Debentures

As discussed in note 2, in the first quarter of 2011 the Board of Directors of Liberty reattributed the 3.125% Exchangeable Senior Debentures from the Liberty Capital Group to the Liberty Interactive Group which was reflected on a prospective basis.

Liberty Bank Facility

The outstanding balance represents borrowings from a financial institution to be invested by Liberty in a portfolio of selected debt and mezzanine-level instruments of companies in the telecommunications, media and technology sectors. The outstanding principal matures in March 2012.  Due to the investment restrictions contained in the agreements related to these borrowings and the maturity date of the related borrowings, the uninvested cash balance of $638 million is included in restricted cash in the accompanying condensed consolidated balance sheet at June 30, 2011.  The restricted cash and AFS debt investments associated with these borrowings are available to satisfy the obligations at maturity.

QVC Bank Credit Facilities

The $611 million outstanding principal matures in September 2015.

QVC was in compliance with all of its debt covenants at June 30, 2011.

QVC Interest Rate Swap Arrangements

During the third quarter of 2009, QVC entered into seven forward interest rate swap arrangements with an aggregate notional amount of $1.75 billion.  Such arrangements provide for payments beginning in March 2011 and extending to March 2013.  QVC will make fixed payments at rates ranging from 2.98% to 3.67% and receive variable payments at 3 month LIBOR (0.25% at June 30, 2011).  Additionally, during the six months ended June 30, 2011 QVC entered into four additional swap arrangements with an aggregate notional amount of $600 million requiring QVC to make variable payments at 3 month LIBOR (0.25% at June 30, 2011) and receive fixed payments at 0.91%.  These swap arrangements do not qualify as cash flow hedges under GAAP. 

Accordingly, changes in the fair value of the swaps are reflected in realized and unrealized gains or losses on financial instruments in the accompanying condensed consolidated statements of operations.

Other Subsidiary Debt

Other subsidiary debt at June 30, 2011 is comprised of capitalized satellite transponder lease obligations and bank debt of certain subsidiaries.

Fair Value of Debt

Liberty estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Liberty for debt of the same remaining maturities.  The fair value of Liberty's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at June 30, 2011 is as follows (amounts in millions):

Senior notes	$        336
Senior debentures	$        769
QVC senior secured notes	$     2,117

Due to its variable rate nature, Liberty believes that the carrying amount of its other debt approximated fair value at June 30, 2011.

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Basis Of Presentation

6 Months Ended

Jun. 30, 2011

Basis Of Presentation

Basis Of Presentation

1)      Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Liberty Media Corporation and its controlled subsidiaries (collectively, "Liberty" or the "Company" unless the context otherwise requires).  All significant intercompany accounts and transactions have been eliminated in consolidation. 

Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce, media, communications and entertainment industries in North America, Europe and Asia.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included.  The results of operations for any interim period are not necessarily indicative of results for the full year.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10-K for the year ended December 31, 2010.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  Liberty considers (i) fair value measurement, (ii) accounting for income taxes, (iii) assessments of other-than-temporary declines in fair value of its investments and (iv) estimates of retail-related adjustments and allowances to be its most significant estimates.

Liberty holds investments that are accounted for using the equity method.  Liberty does not control the decision making process or business management practices of these affiliates.  Accordingly, Liberty relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that Liberty uses in the application of the equity method.  In addition, Liberty relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates.  The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on Liberty's condensed consolidated financial statements.

In September 2009, the Financial Accounting Standards Boards amended the Accounting Standards Codification ("ASC") as summarized in Accounting Standards Update ("ASU") 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include SoftwareElements,and ASU 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements.  As summarized in ASU 2009-14, ASC Topic 985 has been amended to remove from the scope of industry specific revenue accounting guidance for software and software related transactions, tangible products containing software components and non-software components that function together to deliver the product's essential functionality.  As summarized in ASU 2009-13, ASC Topic 605 has been amended (1) to provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and the consideration allocated; (2) to require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price; and (3) to eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.  The accounting changes summarized in ASU 2009-14 and ASU 2009-13 are effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted.  Adoption may either be on a prospective basis or by retrospective application.

Liberty adopted the revenue guidance on a prospective basis as of January 1, 2011.  There was no financial statement impact on that date as a result of the adoption of the new accounting guidance.  In the first quarter of 2011 TruePosition, a consolidated subsidiary of Liberty, entered into an amended contract with AT&T (one of TruePosition's largest customers) that materially changed the terms of the existing contract.  The transition provisions of the new accounting guidance requires that when a contract is materially modified it is subject to the new accounting requirements.  This resulted in Liberty recognizing revenue for all the delivered elements meeting the separation criteria, previously deferred under the previous accounting guidance.  TruePosition recognized approximately $538 million of revenue and $167 million of deferred cost associated with the delivered elements as of the modification date.  Previously, TruePosition did not have Vendor Specific Objective Evidence for the undelivered specified upgrade, which changed the timing of revenue recognition for the entire arrangement.  Under the new guidance TruePosition utilized the estimated selling price to determine what portion of the overall consideration to allocate to the delivered and undelivered elements.

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Stock-Based Compensations (Grants) (Details) (Series A [Member], USD $)	6 Months Ended
	Jun. 30, 2011
Segment, Liberty Capital [Member]
Outstanding WAEP, Beginning of Period	$ 19.38
WAEP exercised	$ 9.83
Outstanding WAEP, End of Period	$ 20.59
Exercisable WAEP	$ 10.79
Outstanding options, Beginning Balance	4,996,000
Options exercised	(562,000)
Outstanding options, Ending Balance	4,434,000
Exercisable options	1,272,000
Segment, Liberty Interactive [Member]
Outstanding WAEP, Beginning of Period	$ 12.10
WAEP granted	$ 16.01
WAEP exercised	$ 4.36
WAEP forfeited/cancelled	$ 21.14
Outstanding WAEP, End of Period	$ 11.94
Exercisable WAEP	$ 13.84
Outstanding options, Beginning Balance	47,583,000
Options granted	5,741,000
Options exercised	(2,154,000)
Options forfeited/cancelled	(5,186,000)
Outstanding options, Ending Balance	45,984,000
Exercisable options	13,823,000
Segment, Liberty Starz [Member]
Outstanding WAEP, Beginning of Period	$ 46.15
WAEP granted	$ 72.95
WAEP exercised	$ 30.90
WAEP forfeited/cancelled	$ 56.30
Outstanding WAEP, End of Period	$ 50.41
Exercisable WAEP	$ 33.40
Outstanding options, Beginning Balance	3,217,000
Options granted	484,000
Options exercised	(146,000)
Options forfeited/cancelled	6,000
Outstanding options, Ending Balance	3,549,000
Exercisable options	621,000

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Investments In Affiliates Accounted For Using The Equity Method

6 Months Ended

Jun. 30, 2011

Investments In Affiliates Accounted For Using The Equity Method

Investments In Affiliates Accounted For Using The Equity Method

(7)        Investments in Affiliates Accounted for Using the Equity Method

Liberty has various investments accounted for using the equity method.  The following table includes Liberty's carrying amount and percentage ownership of the more significant investments in affiliates at June 30, 2011 and the carrying amount at December 31, 2010:

				December 31,
	June 30, 2011			2010
	Percentage	Market	Carrying	Carrying
	ownership	Value	amount	amount
	dollar amounts in millions
Interactive Group
Expedia	25%	$        2,007	$            753	710
Other	various	N/A	265	239
Capital Group
SIRIUS XM	40%	$        5,665	--	5
Live Nation (a)	21%	$           449	371	--
Other	various	N/A	89	86
			$          1,478	1,040

The following table presents Liberty's share of earnings (losses) of affiliates:

	Three months ended		Six months ended
	June 30,		June 30,
	2011	2010	2011	2010
	amounts in millions
Interactive Group
Expedia	$              35	28	48	42
Other	2	8	9	17
Capital Group
SIRIUS XM	(1)	8	(8)	--
Live Nation (a)	(22)	--	(45)	--
Other	1	(5)	3	(11)
	$              15	39	7	48

(a)During June 2011, Liberty acquired an additional 5.5 million shares of Live Nation which increased our ownership percentage above 20% of the outstanding voting shares.  Due to the presumption that an entity with an ownership percentage greater than 20% has significant influence and no other factors would rebut that presumption, the Company is accounting for the investment as an equity method affiliate.  The Company has elected to record its share of earnings (loss) for Live Nation on a three-month lag due to timeliness considerations.  Increases in ownership which result in a change to the equity method of accounting generally require retroactive recognition of an investment's share of earnings (loss) in prior periods.  Due to the relative insignificance of our share of losses for Live Nation in previous periods, both quantitatively and qualitatively, the Company has recorded such amounts in the current year.  Approximately $12 million of the losses recorded for the six months ended June 30, 2011 relate to the prior year.

Expedia

Summarized unaudited financial information for Expedia is as follows:

Expedia Consolidated Balance Sheets
	June 30,		December 31,
	2011		2010
	amounts in millions
Current assets	$             2,954	1,702
Property and equipment, net	318	277
Goodwill	3,679	3,642
Intangible assets	793	798
Other assets	301	232
Total assets	$             8,045	6,651
Current liabilities	$             2,998	1,889
Deferred income taxes	266	248
Long-term debt	1,645	1,645
Other liabilities	122	132
Noncontrolling interest	134	64
Equity	2,880	2,673
Total liabilities and equity	$             8,045	6,651

Expedia Consolidated Statements of Operations
	Six months ended
	June 30,
	2011	2010
	amounts in millions
Revenue	$         1,846	1,552
Cost of revenue	(376)	(327)
Gross profit	1,470	1,225
Selling, general and administrative expenses	(1,116)	(902)
Amortization	(15)	(17)
Restructuring charges and other	(4)	--
Operating income	335	306
Interest expense	(62)	(41)
Other income (expense), net	(3)	3
Income tax expense	(77)	(92)
Net earnings	193	176
Net earnings attributable to noncontrolling interests	(1)	(2)
Net earnings attributable to Expedia, Inc.	$            192	174

Sirius XM Radio Inc.

Based on Liberty's voting rights and its conclusion that the SIRIUS XM Preferred Stock is in-substance common stock, Liberty accounts for its investment in the SIRIUS XM Preferred Stock using the equity method of accounting.  Liberty has elected to record its share of earnings (loss) for SIRIUS XM on a three-month lag due to timeliness considerations.  As of March 31, 2011 and 2010 SIRIUS XM had total assets of $7,229 million and $7,740 million, respectively, and total liabilities of $6,930 million and $7,588 million, respectively.  SIRIUS XM's net income attributable to common shareholders was $78 million and $42 million for the three months ended March 31, 2011 and 2010.

As of June 30, 2011, the SIRIUS XM Preferred Stock had a market value of $5,665 million based on the value of the common stock into which it is convertible.

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Commitments And Contingencies

6 Months Ended

Jun. 30, 2011

Commitments And Contingencies Note

Commitments And Contingencies

(12)      Commitments and Contingencies

Film Rights

Starz, a wholly-owned subsidiary of Liberty, provides premium video programming distributed by cable operators, direct-to-home satellite providers, telephone companies, other distributors and the Internet throughout the United States.  Starz has entered into agreements with a number of motion picture producers which obligate Starz to pay fees ("Programming Fees") for the rights to exhibit certain films that are released by these producers.  The unpaid balance of Programming Fees for films that were available for exhibition by Starz at June 30, 2011 is reflected as a liability in the accompanying condensed consolidated balance sheet.  The balance due as of June 30, 2011 is payable as follows: $90 million in 2011 and $3 million in 2012.

Starz has also contracted to pay Programming Fees for films that have been released theatrically, but are not available for exhibition by Starz until some future date.  These amounts have not been accrued at June 30, 2011.  Starz is obligated to pay Programming Fees for all qualifying films that are released theatrically in the United States by studios owned by The Walt Disney Company ("Disney") through 2015 and all qualifying films that are released theatrically in the United States by studios owned by Sony through 2016.  Films are generally available to Starz Entertainment for exhibition 9-12 months after their theatrical release.  The Programming Fees to be paid by Starz are based on the quantity and the domestic theatrical exhibition receipts of qualifying films.  As these films have not yet been released in theatres, Starz is unable to estimate the amounts to be paid under these output agreements.  However, such amounts are expected to be significant.

In addition, Starz has agreed to pay Sony Pictures Entertainment ("Sony") a total of $142.5 million in three remaining annual installments of $47.5 million with the next installment due at the beginning of 2012. In December 2008, Starz  entered into a new agreement with Sony requiring $120 million in three equal annual installments beginning in 2015.  Starz's estimate of amounts payable for rights to future programming (that have been released), including the Disney and Sony agreements, is as follows: $168 million in 2011; $351 million in 2012; $82 million in 2013; $67 million in 2014; $55 million in 2015 and $90 million thereafter.

Guarantees

Liberty guarantees Starz's obligations under certain of its studio output agreements.  At June 30, 2011, Liberty's guarantees for obligations for films released by such date aggregated $629 million.  While the guarantee amount for films not yet released is not determinable, such amount is expected to be significant.  As noted above, Starz has recognized the liability for a portion of its obligations under the output agreements.  As this represents a direct commitment of Starz, a consolidated subsidiary of Liberty, Liberty has not recorded a separate indirect liability for its guarantee of these obligations.

In connection with agreements for the sale of assets by Liberty or its subsidiaries, Liberty may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters.  Liberty generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by Liberty.  These types of indemnification obligations may extend for a number of years.  Liberty is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time.  Historically, Liberty has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification guarantees.

Employment Contracts

The Atlanta Braves and certain of their players and coaches have entered into long-term employment contracts whereby such individuals' compensation is guaranteed.  Amounts due under guaranteed contracts as of June 30, 2011 aggregated $176 million, which is payable as follows:  $58 million in 2011, $72  million in 2012 and $20 million in 2013 and $13 million in 2014 and $13 million thereafter.  In addition to the foregoing amounts, certain players and coaches may earn incentive compensation under the terms of their employment contracts.

Operating Leases

Liberty and its subsidiaries lease business offices, have entered into satellite transponder lease agreements and use certain equipment under lease arrangements.

Litigation

Liberty has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.  Although it is reasonably possible Liberty may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made.  In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.

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Financial Instruments

6 Months Ended

Jun. 30, 2011

Financial Instruments

Financial Instruments

(8)        Financial Instruments

Borrowed Shares

From time to time and in connection with certain of its derivative instruments, Liberty borrows shares of the underlying securities from a counterparty and delivers these borrowed shares in settlement of maturing derivative positions.  In these transactions, a similar number of shares that are owned by Liberty have been posted as collateral with the counterparty.  These share borrowing arrangements can be terminated at any time at Liberty's option by delivering shares to the counterparty.  The counterparty can terminate these arrangements at any time. The liability under these share borrowing arrangements is marked to market each reporting period with changes in value recorded in unrealized gains or losses in the consolidated statement of operations.  The shares posted as collateral under these arrangements are marked to market each reporting period with changes in value recorded as unrealized gains or losses in the consolidated statement of operations.

The Company's financial instruments are summarized as follows:

Type of	June 30,	December 31,
financial instrument	2011	2010
	amounts in millions
Liabilities
Borrowed shares (1)	$        1,148	1,219
Other	107	139
	1,255	1,358
Less current portion	(1,167)	(1,264)
	$             88	94

            (1)     

The market values of borrowed shares are as follows:

	June 30,	December 31,
	2011	2010
	amounts in millions
Time Warner	$           110	97
Time Warner Cable	59	50
Sprint (a)	147	221
Motorola Solutions (b)	341	471
Motorola Mobility (b)	143	--
CenturyLink (a)	76	165
Priceline	267	208
Other	5	7
	$        1,148	1,219

(a)In January 2011, Liberty unwound a portion of the borrowed share position with respect to approximately 25 million Sprint shares and 2 million CenturyLink shares through the delivery of such shares to the counterparty.  The asset associated with these AFS securities ($115 million and $74 million, respectively) was retired as well as the liability ($115 million and $74 million, respectively) associated with those borrowed share positions.

(b)As discussed in note 6, Motorola Inc. separated into two companies effective January 4, 2011 through a stock distribution and reverse stock split.

Realized and Unrealized Gains (Losses) on Financial Instruments

Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:

	Three months ended		Six months ended
	June 30,		June 30,
	2011	2010	2011	2010
	amounts in millions
Non-strategic Securities (1)	$        138	(179)	429	30
Exchangeable senior debentures	22	86	(165)	16
Equity collars	--	(4)	--	(2)
Borrowed shares (1)	(23)	64	(118)	61
Other	6	(48)	40	(19)
	$        143	(81)	186	86

(1)The unrealized gains (losses) on Non-strategic Securities for the three and six months ended June 30, 2011 include gains of $23 million and $118 million, respectively, and for the three and six months ended June 30, 2010 include losses of $64 million and $61 million, respectively, related to securities pledged as collateral under the share borrowing arrangements.

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Tracking Stocks (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2011	Feb. 09, 2011	Dec. 31, 2010	Jun. 30, 2010	Feb. 25, 2010	Dec. 31, 2009	Feb. 09, 2011 Time Warner Cable Inc [Member]	Feb. 09, 2011 Time Warner Inc [Member]	Feb. 09, 2011 AOL Inc [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member]	Dec. 31, 2010 Segment, Liberty Interactive [Member]	Jun. 30, 2010 Segment, Liberty Interactive [Member]	Dec. 31, 2009 Segment, Liberty Interactive [Member]	Jun. 30, 2011 Segment, Liberty Starz [Member]	Dec. 31, 2010 Segment, Liberty Starz [Member]	Sep. 30, 2010 Segment, Liberty Starz [Member]	Jun. 30, 2010 Segment, Liberty Starz [Member]	Dec. 31, 2009 Segment, Liberty Starz [Member]	Jun. 30, 2011 Segment, Liberty Capital [Member]	Dec. 31, 2010 Segment, Liberty Capital [Member]	Jun. 30, 2010 Segment, Liberty Capital [Member]	Feb. 25, 2010 Segment, Liberty Capital [Member]	Dec. 31, 2009 Segment, Liberty Capital [Member]	Sep. 30, 2010 Starz Media [Member]	Feb. 25, 2010 4% Exchangeable Senior Debentures Due 2029 [Member]	Feb. 25, 2010 3.75% Exchangeable Senior Debentures Due 2030 [Member]	Feb. 25, 2010 3.5% Exchangeable Senior Debentures Due 2031 [Member]	Feb. 25, 2010 2029 Exchangeables [Member]	Feb. 25, 2010 2030 Exchangeables [Member]
Principal amount of exchangeable debt securities reattributed from the Capital Group to the Interactive Group		$ 1,138
Shares amount of exchangeable debt securities reattributed from the Capital Group to the Interactive Group							5	22	2
Ownership interest in investee																						14.60%
Principal amount of reattributed debt securities from the Capital Group to the Interactive Group																									469	460	492
Taxable income reattributed from the Capital Group to the Interactive Group to be recognized ratably in tax years 2014 through 2018					830
Principal amount of Exchangeables cancelled triggering the taxable income reattributed from the Capital Group to the Interactive Group																												400	350
Cash reattributed from the Capital Group to the Interactive Group																										807
Principal amount of public debt attributed to the Interactive Group	4,201
Corporate cash of group	3,414		3,179	4,106		4,835				1,312	1,089	1,100	884	1,035	878		946	794	1,067	1,212	2,060		3,157
Extinguishment of intergroup loan payable																								54.9
Bank debt																53.7
Cash attributed from Capital Group to Starz Group																15
Cash attributed from Capital Group to Interactive Group		264
Principal amount of its exchangeable senior debentures and other parent debt attributed to the Capital Group																			750
Carrying Value of Exchangeable Shares		$ 1,215

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Investments In Available-For-Sale Securities And Other Cost Investments

6 Months Ended

Jun. 30, 2011

Investments In Available-For-Sale Securities And Other Cost Investments

Investments In Available-For-Sale Securities And Other Cost Investments

(6)        Investments in Available-for-Sale Securities and Other Cost Investments

All marketable equity and debt securities held by the Company are classified as available-for-sale ("AFS") and are carried at fair value generally based on quoted market prices.  GAAP permits entities to choose to measure many financial instruments, such as AFS securities, and certain other items at fair value and to recognize the changes in fair value of such instruments in the entity's statement of operations (the "fair value option").  Liberty has entered into economic hedges for certain of its non-strategic AFS securities (although such instruments are not accounted for as fair value hedges by the Company).  Changes in the fair value of these economic hedges are reflected in Liberty's statement of operations as unrealized gains (losses).  In order to better match the changes in fair value of the subject AFS securities and the changes in fair value of the corresponding economic hedges in the Company's financial statements, Liberty has elected the fair value option for those of its AFS securities which it considers to be non-strategic ("Non-strategic Securities").  Accordingly, changes in the fair value of Non-strategic Securities, as determined by quoted market prices, are reported in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations.  The total value of the Non-strategic Securities aggregated $3,811 million as of June 30, 2011.

Investments in AFS securities, including Non-strategic Securities, and other cost investments are summarized as follows:

	June 30,	December 31,
	2011	2010
	amounts in millions
Capital Group
Time Warner Inc. (1)(2)	$            453	1,101
Time Warner Cable Inc. (1)(2)	244	567
Sprint Nextel Corporation ("Sprint") (1)	248	301
Motorola Solutions (1)(3)	341	471
Motorola Mobility (1)(3)	143	--
Viacom, Inc.	387	301
Live Nation (4)	25	389
Century Link, Inc. (1)	148	248
Priceline (1)	267	208
Other AFS equity securities (1)(2)	43	100
SIRIUS XM debt securities	389	384
Other AFS debt securities	222	404
Other cost investments and related receivables	8	9
Total attributed Capital Group	2,918	4,483
Interactive Group
Time Warner Inc. (2)	$            792	--
Time Warner Cable Inc. (2)	427	--
Other (2)	42	1
Total attributed Interactive Group	1,261	1
Starz Group
Other	65	67
Total attributed Starz Group	65	67
Consolidated Liberty	$          4,244	4,551

           (1)    Includes shares pledged as collateral for share borrowing arrangements.  See note 8.

           (2)    As discussed in note 2, certain of these securities were reattributed from the Capital Group to the Interactive Group in the first quarter of 2011.

           (3)    Effective January 4, 2011 Motorola, Inc. separated Motorola Mobility Holdings, Inc. in a 1 for 8 stock distribution.  Motorola, Inc. simultaneously completed a 1 for 7 reverse stock split and was renamed Motorola Solutions, Inc.

           (4)   In June 2011, the Company acquired an additional 5.5 million shares of Live Nation for $58 million.  The additional ownership requires the Company to account for the investment as an equity method affiliate.  For additional discussion see footnote 7.  Liberty continues to hold debt securities in Live Nation which are included in available-for-sale securities.Unrealized Holding Gains and Losses

Unrealized holding gains and losses related to investments in AFS securities are summarized below.

	June 30, 2011		December 31, 2010
	Equity	Debt	Equity	Debt
	securities	securities	securities	securities
	amounts in millions
Gross unrealized holding gains	$              2	66	32	66
Gross unrealized holding losses	$             --	--	--	--

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Long-Term Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011 Segment, Liberty Interactive [Member]	Jun. 30, 2011 Segment, Liberty Interactive [Member] QVC Bank Credit Facilities [Member]	Sep. 30, 2009 Aggregate Notional Amount Of $1.75 Billion [Member]	Jun. 30, 2011 Aggregate Notional Amount Of 500 Million [Member]	Jun. 30, 2011 Liberty Bank Facility [Member]
Long-Term Debt, outstanding principal	$ 7,669	$ 6,877	$ 611
Maturity date	Sep. 01, 2015
Number of interest rate swap agreements				7	4
Aggregate notional amount				1,750	600
Swap arrangements, interest rate, low end				2.98%
Swap arrangements, interest rate, high end				3.67%
Swap arrangements, fixed rate	0.25%				0.91%
Uninvested cash						$ 638

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Condensed Consolidated Statements Of Cash Flows (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net earnings (loss)	$ 668	$ 440
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	338	326
Stock-based compensation	51	60
Cash payments for stock-based Compensation	(11)	(40)
Noncash interest expense	5	50
Share of earnings of affiliates, net	(7)	(48)
Cash receipts from return on equity investments	10	10
Realized and unrealized gains on financial instruments, net	(186)	(86)
Losses (gains) on disposition of assets, net	2	(388)
Deferred income tax expense	179	106
Other noncash charges (credits), net	(348)	112
Other noncash charges (credits), net	(346)
Changes in operating assets and liabilities
Current and other assets	15	88
Payables and other current liabilities	(90)	(99)
Net cash provided by operating activities	626	531
Cash flows from investing activities:
Cash proceeds from dispositions		518
Proceeds from settlement of financial instruments, net		719
Investments in and loans to cost and equity investees	(89)	(257)
Repayment of loan by cost and equity investees	189	98
Capital expended for property and equipment	(109)	(129)
Net sales of short term investments	141	(307)
Net decrease in restricted cash	(145)	(30)
Other investing activities, net		(2)
Net cash used by investing activities	(13)	610
Cash flows from financing activities:
Borrowings of debt	193	1,136
Repayments of debt	(451)	(2,738)
Repurchases of Liberty common stock	(96)	(326)
Other financing activities, net	(35)	73
Net cash used by financing activities	(389)	(1,855)
Effect of foreign currency exchange rates on cash	11	(15)
Net increase in cash and cash equivalents	235	(729)
Cash and cash equivalents at beginning of period	3,179	4,835
Cash and cash equivalents at end of period	3,414	4,106
Segment, Liberty Capital [Member]
Cash flows from operating activities:
Net earnings (loss)	300	(63)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	31	37
Stock-based compensation	12	14
Cash payments for stock-based Compensation	(3)
Noncash interest expense	(1)	1
Share of earnings of affiliates, net	50	11
Realized and unrealized gains on financial instruments, net	(175)	(55)
Losses (gains) on disposition of assets, net		(24)
Intergroup tax allocation	(156)	(156)
Intergroup tax payments	142	173
Deferred income tax expense	180	28
Other noncash charges (credits), net		69
Other noncash charges (credits), net	(383)
Changes in operating assets and liabilities
Current and other assets	(42)	(81)
Payables and other current liabilities	142	173
Net cash provided by operating activities	97	127
Cash flows from investing activities:
Cash proceeds from dispositions		30
Proceeds from settlement of financial instruments, net		750
Investments in and loans to cost and equity investees	(82)	(257)
Repayment of loan by cost and equity investees	189	98
Capital expended for property and equipment	(4)	(5)
Net sales of short term investments	143	(170)
Net decrease in restricted cash	(134)	(11)
Reattribution of cash	(264)	(807)
Other investing activities, net		6
Net cash used by investing activities	(152)	(366)
Cash flows from financing activities:
Borrowings of debt		88
Repayments of debt	(1)	(973)
Intergroup debt borrowings/ (repayments)		158
Repurchases of Liberty common stock	(96)	(286)
Other financing activities, net	7	155
Net cash used by financing activities	(90)	(858)
Net increase in cash and cash equivalents	(145)	(1,097)
Cash and cash equivalents at beginning of period	1,212	3,157
Cash and cash equivalents at end of period	1,067	2,060
Segment, Liberty Starz [Member]
Cash flows from operating activities:
Net earnings (loss)	120	118
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	10	9
Stock-based compensation	9	9
Cash payments for stock-based Compensation	(6)	(29)
Noncash interest expense	2
Realized and unrealized gains on financial instruments, net	(1)	1
Intergroup tax allocation	60	57
Intergroup tax payments	(4)	17
Deferred income tax expense	37	12
Other noncash charges (credits), net		12
Other noncash charges (credits), net	57
Changes in operating assets and liabilities
Current and other assets	(173)	(72)
Payables and other current liabilities	70	70
Net cash provided by operating activities	181	204
Cash flows from investing activities:
Cash proceeds from dispositions		29
Capital expended for property and equipment	(2)	(1)
Net sales of short term investments	46	(137)
Net decrease in restricted cash	(11)	(20)
Other investing activities, net	(1)
Net cash used by investing activities	32	(129)
Cash flows from financing activities:
Borrowings of debt	1
Repayments of debt	(57)	(2)
Intergroup debt borrowings/ (repayments)		158
Repurchases of Liberty common stock		(40)
Other financing activities, net		(39)
Net cash used by financing activities	(56)	77
Net increase in cash and cash equivalents	157	152
Cash and cash equivalents at beginning of period	878	794
Cash and cash equivalents at end of period	1,035	946
Segment, Liberty Interactive [Member]
Cash flows from operating activities:
Net earnings (loss)	248	385
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	297	280
Stock-based compensation	30	37
Cash payments for stock-based Compensation	(2)	(11)
Noncash interest expense	4	49
Share of earnings of affiliates, net	(57)	(59)
Cash receipts from return on equity investments	10	10
Realized and unrealized gains on financial instruments, net	(10)	(32)
Losses (gains) on disposition of assets, net		(364)
Intergroup tax allocation	96	99
Intergroup tax payments	(138)	(190)
Deferred income tax expense	(38)	66
Other noncash charges (credits), net		31
Other noncash charges (credits), net	(20)
Changes in operating assets and liabilities
Current and other assets	230	241
Payables and other current liabilities	(302)	(342)
Net cash provided by operating activities	348	200
Cash flows from investing activities:
Cash proceeds from dispositions		459
Proceeds from settlement of financial instruments, net		(31)
Investments in and loans to cost and equity investees	(7)
Capital expended for property and equipment	(103)	(123)
Net sales of short term investments	(48)
Net decrease in restricted cash		1
Reattribution of cash	264	807
Other investing activities, net	1	(8)
Net cash used by investing activities	107	1,105
Cash flows from financing activities:
Borrowings of debt	192	1,048
Repayments of debt	(393)	(1,763)
Intergroup debt borrowings/ (repayments)		(316)
Other financing activities, net	(42)	(43)
Net cash used by financing activities	(243)	(1,074)
Effect of foreign currency exchange rates on cash	11	(15)
Net increase in cash and cash equivalents	223	216
Cash and cash equivalents at beginning of period	1,089	884
Cash and cash equivalents at end of period	$ 1,312	$ 1,100

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Tracking Stocks

6 Months Ended

Jun. 30, 2011

Tracking Stocks

Tracking Stocks

(2)        Tracking Stocks

Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole.  Liberty has three tracking stocks – Liberty Interactive common stock, Liberty Starz common stock and Liberty Capital common stock, which are intended to track and reflect the economic performance of the Interactive Group, Starz Group and Capital Group, respectively.  While the Interactive Group, the Starz Group and the Capital Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements.  Holders of tracking stocks have no direct claim to the group's stock or assets and are not represented by separate boards of directors.  Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

On February 25, 2010, Liberty announced that its board of directors had resolved to effect the following changes in attribution between the Capital Group and the Interactive Group, effective immediately (the "February Reattribution"):

·the change in attribution from the Interactive Group to the Capital Group of Liberty's 14.6% ownership interest in Live Nation Entertainment, Inc.;

·the change in attribution from the Capital Group to the Interactive Group of the following debt securities:

o$469 million in principal amount of 4% Exchangeable Senior Debentures due 2029 (the "2029 Exchangeables");

o$460 million in principal amount of 3.75% Exchangeable Senior Debentures due 2030 (the "2030 Exchangeables"); and

o$492 million in principal amount of 3.5% Exchangeable Senior Debentures due 2031 (the "2031 Exchangeables", and together with the 2029 Exchangeables and the 2030 Exchangeables, the "Exchangeable Notes");

·the change in attribution from the Capital Group to the Interactive Group of approximately $830 million in net taxable income to be recognized ratably in tax years 2014 through 2018 as a result of the cancellation in April 2009 of $400 million in principal amount of 2029 Exchangeables and $350 million in principal amount of 2030 Exchangeables; and

·the change in attribution from the Capital Group to the Interactive Group of $807 million in cash.

On September 16, 2010, Liberty's board of directors approved a change in attribution of Liberty Media's interest in Starz Media, LLC along with $15 million in cash from its Capital Group to its Starz Group, effective September 30, 2010 (the "Starz Media Reattribution"). As a result of the Starz Media Reattribution, an intergroup payable of approximately $54.9 million owed by Liberty's Capital Group to its Starz Group was extinguished, and the Starz Group became attributed with approximately $53.7 million in bank debt, interest rate swaps and any shutdown costs associated with the winding down of the Overture Films business. Notwithstanding the Starz Media Reattribution, the board determined that certain tax benefits relating to the operation of the Starz Media, LLC business by Liberty's Capital Group that may be realized from any future sale or other disposition of that business by Liberty's Starz Group will remain attributed to its Capital Group.

On February 9, 2011, Liberty's board approved a change in attribution of $1,138 million of the 3.125% Exchangeable Senior Debentures due 2023, the stock into which such debt is exchangeable (22 million shares of Time Warner, Inc., 5 million shares of Time Warner Cable Inc. and 2 million shares of AOL, Inc. with an aggregate carrying value of $1,215 million) and cash of $264 million from the Capital Group to the Interactive Group (the "TWX Reattribution").

Liberty has reflected these reattributions prospectively in the unaudited attributed financial information.  This change in attribution had no effect on the balance sheet and results of operations of Liberty on consolidated basis.

See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups.

During the second quarter of 2010, Liberty announced that its board of directors has authorized its management to proceed with a plan to separate its Liberty Capital and Liberty Starz tracking stock groups from its Liberty Interactive tracking stock group.

The proposed split-off will be effected by the redemption of all the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock in exchange for shares in a wholly-owned subsidiary of Liberty ("Liberty CapStarz"). Liberty CapStarz will hold all the assets and be subject to all the liabilities attributed to the Liberty Capital and Liberty Starz tracking stock groups. The common stock of Liberty CapStarz will be divided into two tracking stock groups, one tracking assets that are currently attributed to the Liberty Capital group ("Liberty CapStarz Capital") and the other tracking assets that are currently attributed to the Liberty Starz group ("Liberty CapStarz Starz"). In the redemption, holders of Liberty Capital tracking stock will receive shares of Liberty CapStarz Capital tracking stock and holders of Liberty Starz tracking stock will receive shares of Liberty CapStarz Starz tracking stock. After the redemption, Liberty CapStarz and Liberty will be separate public companies.

The proposed split-off is intended to be tax-free to stockholders of Liberty and its completion will be subject to various conditions including the continued validity of an IRS private letter ruling that was issued to Liberty in connection with the proposed split-off, the opinions of tax counsel and required governmental approvals. On May 23, 2011 the proposed Split-Off was approved by the requisite vote of Liberty stockholders. In August 2010, Liberty filed suit in the Delaware Court of Chancery against the trustee under the indenture governing the public indebtedness issued by the Company's subsidiary, Liberty Media LLC. The lawsuit was filed in response to allegations made by a law firm purporting to represent a holder with a large position in this public indebtedness. The lawsuit seeks a declaratory judgment by the court that the proposed split-off will not constitute a disposition of "all or substantially all" of the assets of Liberty Media LLC, as those terms are used in the indenture, as well as related injunctive relief.  During the second quarter of 2011, Liberty received a favorable ruling in its case against the trustee which was subsequently appealed.  Resolution of the subject matter of this lawsuit, through a final non-appealable judgment, is a condition to Liberty completing the proposed split-off. Subject to the satisfaction of the conditions described above, Liberty intends to complete the proposed split-off in the third quarter of 2011.

The term "Interactive Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group.  The assets and businesses Liberty has attributed to the Interactive Group are those engaged in video and on-line commerce, and include its subsidiaries QVC, Inc. ("QVC"), Provide Commerce, Inc. ("Provide"), Backcountry.com, Inc. ("Backcountry"), Bodybuilding.com, LLC ("Bodybuilding") and Celebrate Interactive Holdings, Inc. ("Celebrate") and its noncontrolling interest in Expedia, Inc. ("Expedia"), HSN, Inc. ("HSN"), Interval Leisure Group, Inc. ("Interval") and  Tree.com, Inc. ("Lending Tree").  In addition, Liberty has attributed $4,201 million principal amount (as of June 30, 2011) of its public debt to the Interactive Group.  The Interactive Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Interactive Group, including such other businesses and assets as Liberty may acquire for the Interactive Group.

Similarly, the term "Starz Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities which Liberty has attributed to that group.  The Starz Group focuses primarily on video programming and development, acquisition and distribution of content and is comprised primarily of Starz, LLC ("Starz") and $1,035 million (as of June 30, 2011) of cash, including subsidiary cash.  The Starz Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Starz Group, including such other businesses as Liberty may acquire for the Starz Group.

The term "Capital Group" also does not represent a separate legal entity, rather it represents all of Liberty's businesses, assets and liabilities other than those which have been attributed to the Interactive Group or the Starz Group.  The assets and businesses attributed to the Capital Group include Liberty's subsidiaries:  Atlanta National League Baseball Club, Inc. ("ANLBC") and TruePosition, Inc. ("TruePosition"); and its interests in Sirius XM Radio Inc. ("SIRIUS XM"), Live Nation Entertainment, Inc. ("Live Nation"), Time Warner Inc., Time Warner Cable Inc. and Sprint Nextel Corporation.  In addition, Liberty has attributed $1,067 million of cash, including subsidiary cash, and $750 million principal amount (as of June 30, 2011) of other parent debt to the Capital Group.  The Capital Group will also include such other businesses, assets and liabilities that Liberty's board of directors may in the future determine to attribute to the Capital Group, including such other businesses and assets as Liberty may acquire for the Capital Group. 

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Investments In Available-For-Sale Securities And Other Cost Investments (Investments In Available-For-Sale Securities And Other Cost Investments) (Details) (USD $) In Millions, except Share data	1 Months Ended
	Jan. 31, 2011	Jun. 30, 2011		Dec. 31, 2010
Investments in available-for-sale securities		$ 4,244		$ 4,551
Stock issued during period, stock splits (shares)	8
Stock issued during period, stock reverse splits (shares)	7
Subscription agreement, shares		5,500,000
Subscription agreement, amount		58
Time Warner Inc. [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		453	[1],[2]	1,101	[1],[2]
Time Warner Cable Inc. [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		244	[1],[2]	567	[1],[2]
Sprint [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		248	[2]	301	[2]
Motorola Solutions [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		341	[2],[3]	471	[2],[3]
Motorola Mobility [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		143	[2],[3]
Viacom, Inc. [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		387		301
Live Nation [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		25	[4]	389	[4]
Century Link, Inc. [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		148	[2]	248	[2]
Priceline [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		267	[2]	208	[2]
Other AFS Equity Securities [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		43	[1],[2]	100	[1],[2]
SIRIUS XM Debt Securities [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		389		384
Other AFS Debt Securities [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		222		404
Other Cost Investments And Related Receivables [Member] | Segment, Liberty Capital [Member]
Investments in available-for-sale securities		8		9
Segment, Liberty Capital [Member]
Investments in available-for-sale securities		2,918		4,483
Time Warner Inc. [Member] | Segment, Liberty Interactive [Member]
Investments in available-for-sale securities		792	[1]
Time Warner Cable Inc. [Member] | Segment, Liberty Interactive [Member]
Investments in available-for-sale securities		427	[1]
Other [Member] | Segment, Liberty Interactive [Member]
Investments in available-for-sale securities		42	[1]	1	[1]
Segment, Liberty Interactive [Member]
Investments in available-for-sale securities		1,261		1
Other [Member] | Segment, Liberty Starz [Member]
Investments in available-for-sale securities		65		67
Segment, Liberty Starz [Member]
Investments in available-for-sale securities		$ 65		$ 67

[1] As discussed in note 2, certain of these securities were reattributed from the Capital Group to the Interactive Group in the first quarter of 2011.

[2] Includes shares pledged as collateral for share borrowing arrangements. See note 8.

[3] Effective January 4, 2011 Motorola, Inc. separated Motorola Mobility Holdings, Inc. in a 1 for 8 stock distribution. Motorola, Inc. simultaneously completed a 1 for 7 reverse stock split and was renamed Motorola Solutions, Inc.

[4] In June 2011, the Company acquired an additional 5.5 million shares of Live Nation for $58 million. The additional ownership requires the Company to account for the investment as an equity method affiliate. For additional discussion see footnote 7. Liberty continues to hold debt securities in Live Nation which are included in available-for-sale securities.

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Basis Of Presentation (Narrative) (Details) (TruePosition [Member], USD $) In Millions	6 Months Ended
	Jun. 30, 2011
TruePosition [Member]
Revenue recognized	$ 538
Deferred costs	$ 167

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Information About Liberty's Operating Segments (Performance Measures By Segment) (Details) (USD $) In Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010		Jun. 30, 2011	Jun. 30, 2010
Total revenues	$ 2,783	$ 2,564		$ 5,915	$ 5,062
Adjusted OIBDA	574	472		1,436	913
Segment, Liberty Interactive [Member]
Total revenues	2,245	2,053		4,404	4,078
Adjusted OIBDA	450	428		828	809
Segment, Liberty Interactive [Member] | QVC [Member]
Total revenues	1,898	1,758		3,733	3,515
Adjusted OIBDA	418	403		781	769
Segment, Liberty Interactive [Member] | Corporate And Other [Member]
Total revenues	347	295		671	563
Adjusted OIBDA	32	25		47	40
Segment, Liberty Starz [Member]
Total revenues	403	311		795	618
Adjusted OIBDA	117	103		243	206
Segment, Liberty Starz [Member] | Starz LLC [Member]
Total revenues	403	392		794	841
Adjusted OIBDA	118	53		249	152
Segment, Liberty Starz [Member] | Corporate And Other [Member]
Total revenues		3		1	5
Adjusted OIBDA	(1)	(4)		(6)	(7)
Segment, Liberty Starz [Member] | Adjustment For Tracking Stock Purposes [Member]
Total revenues		(84)	[1]		(228)	[1]
Adjusted OIBDA		54	[1]		61	[1]
Segment, Liberty Capital [Member]
Total revenues	135	200		716	366
Adjusted OIBDA	7	(59)		365	(102)
Segment, Liberty Capital [Member] | Corporate And Other [Member]
Total revenues	135	116		716	138
Adjusted OIBDA	7	(5)		365	(41)
Segment, Liberty Capital [Member] | Adjustment For Tracking Stock Purposes [Member]
Total revenues		84	[1]		228	[1]
Adjusted OIBDA		$ (54)	[1]		$ (61)	[1]

[1] As discussed above due to the change in segments the prior periods have been changed to reflect the current segment presentation. The adjustment is necessary to align the tracking stock subtotals to the Unaudited Attributed Financial Information for tracking stock groups found in Exhibit 99.1, wherein this change in attribution has been reflected prospectively.

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Information About Liberty's Operating Segments (Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes) (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidated segment Adjusted OIBDA	$ 574	$ 472	$ 1,436	$ 913
Stock-based compensation	(24)	(21)	(51)	(60)
Gain on legal settlement			7
Depreciation and amortization	(168)	(164)	(338)	(326)
Interest expense	(110)	(174)	(227)	(344)
Share of earnings (losses) of affiliates	15	39	7	48
Realized and unrealized gains on financial instruments, net (note 8)	143	(81)	186	86
Gains (losses) on dispositions, net		25	(2)	388
Other, net	29	2	72
Earnings from continuing operations before income taxes	$ 459	$ 98	$ 1,090	$ 705

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Intangible Assets (Amortization Expense For The Next Five Fiscal Years) (Details) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011
Intangible Assets
Remainder of 2011	$ 249
2012 amortization expense	475
2013 amortization expense	445
2014 amortization expense	390
2015 amortization expense	$ 360

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2011

Stock-Based Compensation

Stock-Based Compensation

(3)        Stock-Based Compensation

The Company has granted to certain of its directors, employees and employees of its subsidiaries options and stock appreciation rights ("SARs") to purchase shares of Liberty common stock (collectively, "Awards").  The Company measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award).  The company measures the cost of employee services received in exchange for an Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. 

Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation (amounts in millions):

Three months ended:
June 30, 2011	$      24
June 30, 2010	$      21
Six months ended:
June 30, 2011	$      51
June 30, 2010	$      60

In March 2011, Liberty granted, to QVC employees, 5.7 million options to purchase shares of Series A Liberty Interactive common stock.  Such options had a weighted average grant-date fair value of $7.33 per share.  Of these grants, 3.8 million options were granted to the CEO of QVC; of those 3.8 million options, one half vest December 15, 2014 and the other half vest on December 15, 2015.  The remainder of the options granted vest semi-annually over the 4 year vesting period.

In the six months ended June 30, 2011, Liberty granted, primarily to Starz employees, 484,000 options to purchase shares of Series A Liberty Starz common stock.  Such options had a weighted average grant-date fair value of $21.40 per share.  These options vest quarterly over the 4 year vesting period.

The Company has calculated the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model.  The Company estimates the expected term of the Awards based on historical exercise and forfeiture data.  The volatility used in the calculation for Awards is based on the historical volatility of Liberty's stocks and the implied volatility of publicly traded Liberty options.  The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

Liberty––Outstanding Awards

The following table presents the number and weighted average exercise price (''WAEP'') of options and SARs to purchase Liberty common stock granted to certain officers, employees and directors of the Company. 

	Series A
	Liberty		Liberty		Liberty
	Capital	WAEP	Interactive	WAEP	Starz	WAEP
	numbers of options in thousands
Outstanding at January 1, 2011	4,996	$  19.38	47,583	$  12.10	3,217	$  46.15
Granted	--	$       --	5,741	$  16.01	484	$  72.95
Exercised	(562)	$    9.83	(2,154)	$    4.36	(146)	$  30.90
Forfeited/Cancelled/Exchanged	--	$       --	(5,186)	$  21.14	(6)	$  56.30
Outstanding at June 30, 2011	4,434	$  20.59	45,984	$  11.94	3,549	$  50.41
Exercisable at June 30, 2011	1,272	$  10.79	13,823	$  13.84	621	$  33.40

The following table provides additional information about outstanding options to purchase Liberty common stock at June 30, 2011.

	No. of		Weighted	Aggregate	No. of		Aggregate
	outstanding	WAEP of	average	intrinsic	exercisable	WAEP of	intrinsic
	options	outstanding	remaining	value	options	exercisable	value
	(000's)	options	life	(000's)	(000's)	options	(000's)
Series A Capital	4,434	$        20.59	5.8 years	$   288,916	1,272	$       10.79	$    95,314
Series A Interactive	45,984	$        11.94	5.4 years	$   245,048	13,823	$       13.84	$    62,868
Series B Interactive	450	$        19.74	3.9 years	$            --	450	$       19.74	$            --
Series A Starz	3,549	$        50.41	6.0 years	$    91,128	621	$       33.40	$    26,017
Series B Starz	36	$        26.71	3.9 years	$      1,846	36	$       26.71	$      1,846

As of June 30, 2011, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $200 million.  Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.8 years.

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Investments In Affiliates Accounted For Using The Equity Method (Narrative) (Details) (USD $) In Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2010 SIRIUS XM [Member]	Dec. 31, 2010 SIRIUS XM [Member]	Mar. 31, 2011 SIRIUS XM [Member]	Jun. 30, 2011 SIRIUS XM Preferred Stock [Member]
Market value				$ 5,665
SIRIUS XM total assets	7,740.0		7,229.0
SIRIUS XM total liabilities	7,588.0		6,930.0
SIRIUS net loss attributable to common shareholders	$ 42	$ 78

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Debt Excluding Intergroup Debt

	Outstanding
	principal	Carrying value
	June 30,	June 30,	December 31,
	2011	2011	2010
Capital Group	amounts in millions
Exchangeable senior debentures
3.125% Exchangeable Senior Debentures due 2023	$              --	--	1,283
Liberty bank facility	750	750	750
Total attributed Capital Group debt	750	750	2,033
Interactive Group
Senior notes and debentures
5.7% Senior Notes due 2013	324	323	323
8.5% Senior Debentures due 2029	287	284	284
8.25% Senior Debentures due 2030	504	501	501
3.125% Exchangeable Senior Debentures due 2023	1,138	1,363	--
4% Exchangeable Senior Debentures due 2029	469	260	265
3.75% Exchangeable Senior Debentures due 2030	460	256	253
3.5% Exchangeable Senior Debentures due 2031	488	324	329
3.25% Exchangeable Senior Debentures due 2031	531	458	376
QVC 7.125% Senior Secured Notes due 2017	500	500	500
QVC 7.5% Senior Secured Notes due 2019	1,000	985	985
QVC 7.375% Senior Secured Notes due 2020	500	500	500
QVC Bank Credit Facilities	611	611	785
Other subsidiary debt	65	65	79
Total attributed Interactive Group debt	6,877	6,430	5,180
Starz Group
Subsidiary debt	42	42	105
Total attributed Starz Group debt	42	42	105
Total consolidated Liberty debt	$        7,669	7,222	7,318
Less current maturities		(1,265)	(530)
Total long-term debt		$       5,957	6,788

Debt Securities That Are Not Reported At Fair Value

Senior notes	$        336
Senior debentures	$        769
QVC senior secured notes	$     2,117

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Stock-Based Compensation (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended	1 Months Ended			6 Months Ended
	Jun. 30, 2011 years	Mar. 31, 2011 Series A [Member] QVC Employees [Member] Segment, Liberty Interactive [Member]	Mar. 31, 2011 Series A [Member] QVC CEO [Member] Segment, Liberty Interactive [Member]	Mar. 31, 2011 Series A [Member] Starz Entertainment Employees [Member] Segment, Liberty Starz [Member]	Jun. 30, 2011 Series A [Member] Segment, Liberty Interactive [Member]	Jun. 30, 2011 Series A [Member] Segment, Liberty Starz [Member]
Options granted		5,700,000	3,800,000	484,000	5,741,000	484,000
Weighted average grant-date fair value of options		$ 7.33		$ 21.40
Stock-based compensation, vesting period (in years)			4	4
Total unrecognized compensation cost related to unvested Liberty equity awards	$ 200
Weighted average period of recognition related to unvested Liberty equity awards (in years)	2.8
Dividend rate to estimate fair value	0.00%

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Investments In Available-For-Sale Securities And Other Cost Investments (Unrealized Holding Gains And Losses) (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Equity Securities [Member]
Gross unrealized holding gains	$ 2	$ 32
Gross unrealized holding losses	0
Debt Securities [Member]
Gross unrealized holding gains	66	66
Gross unrealized holding losses	$ 0

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Information About Liberty's Operating Segments (Tables)

6 Months Ended

Jun. 30, 2011

Information About Liberty's Operating Segments

Performance Measures By Segment

Performance Measures

	Six months ended June 30,
	2011		2010
		Adjusted		Adjusted
	Revenue	OIBDA	Revenue	OIBDA
	amounts in millions
Interactive Group
QVC	$     3,733	781	3,515	769
Corporate and other	671	47	563	40
	4,404	828	4,078	809
Starz Group
Starz, LLC	794	249	841	152
Corporate and other	1	(6)	5	(7)
Adjustment for tracking stock purposes (1)	--	--	(228)	61
	795	243	618	206
Capital Group
Corporate and other	716	365	138	(41)
Adjustment for tracking stock purposes (1)	--	--	228	(61)
	716	365	366	(102)
Consolidated Liberty	$     5,915	1,436	5,062	913

(1)As discussed above due to the change in segments the prior periods have been changed to reflect the current segment presentation. The adjustment is necessary to align the tracking stock subtotals to the Unaudited Attributed Financial Information for tracking stock groups found in Exhibit 99.1, wherein this change in attribution has been reflected prospectively.

	Three months ended June 30,
	2011		2010
		Adjusted		Adjusted
	Revenue	OIBDA	Revenue	OIBDA
	amounts in millions
Interactive Group
QVC	$     1,898	418	1,758	403
Corporate and other	347	32	295	25
	2,245	450	2,053	428
Starz Group
Starz, LLC	403	118	392	53
Corporate and other	--	(1)	3	(4)
Adjustment for tracking stock purposes (1)	--	--	(84)	54
	403	117	311	103
Capital Group
Corporate and other	135	7	116	(5)
Adjustment for tracking stock purposes (1)	--	--	84	(54)
	135	7	200	(59)
Consolidated Liberty	$     2,783	574	2,564	472

Other Information By Segment

	June 30, 2011
		Investments
	Total	in	Capital
	assets	affiliates	expenditures
	amounts in millions
Interactive Group
QVC	$   13,401	2	80
Corporate and other	4,168	1,016	23
	17,569	1,018	103
Starz Group
Starz, LLC	1,941	--	2
Corporate and other	820	--	--
	2,761	--	2
Capital Group
Corporate and other	6,515	460	4
	6,515	460	4
Inter-group eliminations	(267)	--	--
Consolidated Liberty	$   26,578	1,478	109

Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes

	Three months ended		Six months ended
	June 30,		June 30,
	2011	2010	2011	2010
	amounts in millions
Consolidated segment Adjusted OIBDA	$        574	472	1,436	913
Stock-based compensation	(24)	(21)	(51)	(60)
Gain on legal settlement	--	--	7	--
Depreciation and amortization	(168)	(164)	(338)	(326)
Interest expense	(110)	(174)	(227)	(344)
Share of earnings of affiliates, net	15	39	7	48
Realized and unrealized gains (losses) on financial instruments, net	143	(81)	186	86
Gains (losses) on dispositions, net	--	25	(2)	388
Other, net	29	2	72	--
Earnings from continuing operations before income taxes	$        459	98	1,090	705

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Stockholders' Equity

6 Months Ended

Jun. 30, 2011

Stockholders' Equity

Stockholders' Equity

(11)      Stockholders' Equity

As of June 30, 2011, Liberty reserved for issuance upon exercise of outstanding stock options the following:

	Series A	Series B
	amounts in millions
Liberty Capital common stock	4.4	--
Liberty Interactive common stock	46.0	0.5
Liberty Starz common stock	3.5	0.1

In addition to the Series A and Series B Liberty Capital common stock, the Series A and Series B Liberty Interactive common stock and the Series A and Series B Liberty Starz common stock, there are 2.0 billion, 4.0 billion and 4.0 billion shares of Series C Liberty Capital, Series C Liberty Interactive and Series C Liberty Starz common stock, respectively, authorized for issuance.  As of June 30, 2010, no shares of any Series C common stock were issued or outstanding.

As of June 30, 2011, put options with respect to 3 million shares of Series A Liberty Interactive common stock with a weighted average put price of $16.41 remained outstanding.  Such put options expire in August 2011. 

The Company accounts for the foregoing put options as financial instrument liabilities at fair value due to their settlement provisions.  Accordingly, changes in the fair value of these liabilities are included in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations.

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Stockholders' Equity (Common Stock Reserved For Issuance Upon Exercise Of Stock Options) (Details) In Millions	Jun. 30, 2011
Series A [Member] | Segment, Liberty Capital [Member]
Liberty common stock reserved for future issuance	4.4
Series A [Member] | Segment, Liberty Interactive [Member]
Liberty common stock reserved for future issuance	46.0
Series A [Member] | Segment, Liberty Starz [Member]
Liberty common stock reserved for future issuance	3.5
Series B [Member] | Segment, Liberty Interactive [Member]
Liberty common stock reserved for future issuance	0.5
Series B [Member] | Segment, Liberty Starz [Member]
Liberty common stock reserved for future issuance	0.1

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Earnings (Loss) Per Common Share

6 Months Ended

Jun. 30, 2011

Earnings (Loss) Per Common Share

Earnings (Loss) Per Common Share

(4)        Earnings (Loss) Per Common Share

Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period.  Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented.

Series A and Series B Liberty Capital Common Stock

The basic and diluted EPS calculation is based on the following weighted average outstanding shares.  Excluded from diluted EPS for the six months ended June 30, 2011 are less than a million potential common shares because their inclusion would be antidilutive.

	Liberty Capital Common Stock
	Three months	Six months	Three months	Six months
	ended	ended	ended	ended
	June 30,	June 30,	June 30,	June 30,
	2011	2011	2010	2010
	numbers of shares in millions
Basic EPS	81	81	95	95
Stock options	2	2	--	--
Diluted EPS	83	83	95	95

Series A and Series B Liberty Starz Common Stock

The basic and diluted EPS calculation is based on the following weighted average outstanding shares.  Excluded from diluted EPS for the six months ended June 30, 2011 are less than a million potential common shares because their inclusion would be antidilutive.

	Liberty Starz Common Stock
	Three months	Six months	Three months	Six months
	ended	ended	ended	ended
	June 30,	June 30,	June 30,	June 30,
	2011	2011	2010	2010
	numbers of shares in millions
Basic EPS	51	51	50	50
Stock options	2	2	1	1
Diluted EPS	53	53	51	51

Series A and Series B Liberty Interactive Common Stock

The basic and diluted EPS calculation is based on the following weighted average outstanding shares.  Excluded from diluted EPS for the six months ended June 30, 2011 are 6 million potential common shares because their inclusion would be antidilutive.

	Liberty Interactive Common Stock
	Three months	Six months	Three months	Six months
	ended	ended	ended	ended
	June 30,	June 30,	June 30,	June 30,
	2011	2011	2010	2010
	numbers of shares in millions
Basic EPS	599	599	595	595
Stock options	8	7	10	6
Diluted EPS	607	606	605	601

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2011

Stock-Based Compensation

Schedule Of Employee Service Share-Based Compensation, Allocation Of Recognized Period Costs

Three months ended:
June 30, 2011	$      24
June 30, 2010	$      21
Six months ended:
June 30, 2011	$      51
June 30, 2010	$      60

Table Presents The Number And Weighted Average Exercise Price (WAEP) Of Certain Options And SARs To Purchase Common Stock Granted To Certain Officers, Employees And Directors Of The Company

	Series A
	Liberty		Liberty		Liberty
	Capital	WAEP	Interactive	WAEP	Starz	WAEP
	numbers of options in thousands
Outstanding at January 1, 2011	4,996	$  19.38	47,583	$  12.10	3,217	$  46.15
Granted	--	$       --	5,741	$  16.01	484	$  72.95
Exercised	(562)	$    9.83	(2,154)	$    4.36	(146)	$  30.90
Forfeited/Cancelled/Exchanged	--	$       --	(5,186)	$  21.14	(6)	$  56.30
Outstanding at June 30, 2011	4,434	$  20.59	45,984	$  11.94	3,549	$  50.41
Exercisable at June 30, 2011	1,272	$  10.79	13,823	$  13.84	621	$  33.40

Schedule Of Outstanding Options To Purchase Liberty Common Stock

	No. of		Weighted	Aggregate	No. of		Aggregate
	outstanding	WAEP of	average	intrinsic	exercisable	WAEP of	intrinsic
	options	outstanding	remaining	value	options	exercisable	value
	(000's)	options	life	(000's)	(000's)	options	(000's)
Series A Capital	4,434	$        20.59	5.8 years	$   288,916	1,272	$       10.79	$    95,314
Series A Interactive	45,984	$        11.94	5.4 years	$   245,048	13,823	$       13.84	$    62,868
Series B Interactive	450	$        19.74	3.9 years	$            --	450	$       19.74	$            --
Series A Starz	3,549	$        50.41	6.0 years	$    91,128	621	$       33.40	$    26,017
Series B Starz	36	$        26.71	3.9 years	$      1,846	36	$       26.71	$      1,846

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Investments In Available-For-Sale Securities And Other Cost Investments (Narrative) (Details) (USD $) In Millions	Jun. 30, 2011
Investments In Available-For-Sale Securities And Other Cost Investments
The total value of Non-strategic Securities	$ 3,811

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2011

Stockholders' Equity

Common Stock Reserved For Issuance Upon Exercise Of Stock Options

	Series A	Series B
	amounts in millions
Liberty Capital common stock	4.4	--
Liberty Interactive common stock	46.0	0.5
Liberty Starz common stock	3.5	0.1

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Condensed Consolidated Statements Of Comprehensive Earnings (Loss) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net earnings (loss)	$ 283	$ 41	$ 668	$ 440
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	24	(50)	72	(102)
Unrealized holding gains (losses) arising during the period	(3)	(67)	(27)	(2)
Recognition of previously unrealized gains on available-for-sale securities, net	8	(14)	2	(126)
Share of other comprehensive earnings of equity affiliates	5	(6)	8	(1)
Other		(12)	(1)	(25)
Other comprehensive earnings (loss)	34	(125)	56	(206)
Comprehensive earnings (loss)	317	(84)	724	234
Less comprehensive earnings attributable to the noncontrolling interests	15	11	22	20
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders	302	(95)	702	214
Segment, Liberty Capital [Member]
Net earnings (loss)	21	(85)	300	(63)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	2		2
Unrealized holding gains (losses) arising during the period	(3)	(61)	(27)	(31)
Recognition of previously unrealized gains on available-for-sale securities, net	9	(13)	9	(13)
Share of other comprehensive earnings of equity affiliates	4		4
Reattribution of other comprehensive income between tracking stocks				30
Other comprehensive earnings (loss)	12	(74)	(12)	(14)
Comprehensive earnings (loss)	33	(159)	288	(77)
Less comprehensive earnings attributable to the noncontrolling interests	(1)	(3)	(1)	(3)
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders	34	(156)	289	(74)
Segment, Liberty Starz [Member]
Net earnings (loss)	67	61	120	118
Other comprehensive earnings (loss), net of taxes:
Recognition of previously unrealized gains on available-for-sale securities, net	(1)		(7)
Other			(1)
Other comprehensive earnings (loss)	(1)		(6)
Comprehensive earnings (loss)	66	61	114	118
Less comprehensive earnings attributable to the noncontrolling interests			1
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders	66	61	113	118
Segment, Liberty Interactive [Member]
Net earnings (loss)	195	65	248	385
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	22	(50)	70	(102)
Unrealized holding gains (losses) arising during the period		(6)		29
Recognition of previously unrealized gains on available-for-sale securities, net		(1)		(113)
Share of other comprehensive earnings of equity affiliates	1	(6)	4	(1)
Reattribution of other comprehensive income between tracking stocks				(30)
Other		(12)		(25)
Other comprehensive earnings (loss)	23	(51)	74	(192)
Comprehensive earnings (loss)	218	14	322	193
Less comprehensive earnings attributable to the noncontrolling interests	16	14	22	23
Comprehensive earnings (loss) attributable to Liberty Media Corporation shareholders	$ 202		$ 300	$ 170

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Earnings (Loss) Per Common Share (Tables)

6 Months Ended

Jun. 30, 2011

Segment, Liberty Capital [Member]

Schedule of basic and diluted earnings per share

	Liberty Capital Common Stock
	Three months	Six months	Three months	Six months
	ended	ended	ended	ended
	June 30,	June 30,	June 30,	June 30,
	2011	2011	2010	2010
	numbers of shares in millions
Basic EPS	81	81	95	95
Stock options	2	2	--	--
Diluted EPS	83	83	95	95

Segment, Liberty Starz [Member]

Schedule of basic and diluted earnings per share

	Liberty Starz Common Stock
	Three months	Six months	Three months	Six months
	ended	ended	ended	ended
	June 30,	June 30,	June 30,	June 30,
	2011	2011	2010	2010
	numbers of shares in millions
Basic EPS	51	51	50	50
Stock options	2	2	1	1
Diluted EPS	53	53	51	51

Segment, Liberty Interactive [Member]

Schedule of basic and diluted earnings per share

	Liberty Interactive Common Stock
	Three months	Six months	Three months	Six months
	ended	ended	ended	ended
	June 30,	June 30,	June 30,	June 30,
	2011	2011	2010	2010
	numbers of shares in millions
Basic EPS	599	599	595	595
Stock options	8	7	10	6
Diluted EPS	607	606	605	601

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Investments In Affiliates Accounted For Using The Equity Method (Schedule Of Liberty's Share Of Earnings (Losses) Of Affiliates) (Details) (USD $) In Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010	Jun. 30, 2011		Jun. 30, 2010
Share of earnings of affiliates, net (note 7)	$ 15		$ 39	$ 7		$ 48
Segment, Liberty Interactive [Member] | Expedia [Member]
Share of earnings of affiliates, net (note 7)	35		28	48		42
Segment, Liberty Capital [Member] | Other Securities [Member]
Share of earnings of affiliates, net (note 7)	1		(5)	3		(11)
Segment, Liberty Interactive [Member] | Other Securities [Member]
Share of earnings of affiliates, net (note 7)	2		8	9		17
Segment, Liberty Capital [Member] | SIRIUS XM [Member]
Share of earnings of affiliates, net (note 7)	(1)		8	(8)
Segment, Liberty Capital [Member] | Live Nation [Member]
Share of earnings of affiliates, net (note 7)	(22)	[1]		(45)	[1]
Segment, Liberty Interactive [Member]
Share of earnings of affiliates, net (note 7)	37		36	57		59
Segment, Liberty Capital [Member]
Share of earnings of affiliates, net (note 7)	$ (22)		$ 3	$ (50)		$ (11)

[1] During June 2011, Liberty acquired an additional 5.5 million shares of Live Nation which increased our ownership percentage above 20% of the outstanding voting shares. Due to the presumption that an entity with an ownership percentage greater than 20% has significant influence and no other factors would rebut that presumption, the Company is accounting for the investment as an equity method affiliate. The Company has elected to record its share of earnings (loss) for Live Nation on a three-month lag due to timeliness considerations. Increases in ownership which result in a change to the equity method of accounting generally require retroactive recognition of an investment's share of earnings (loss) in prior periods. Due to the relative insignificance of our share of losses for Live Nation in previous periods, both quantitatively and qualitatively, the Company has recorded such amounts in the current year. Approximately $12 million of the losses recorded for the six months ended June 30, 2011 relate to the prior year.

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Investments In Available-For-Sale Securities And Other Cost Investments (Tables)

6 Months Ended

Jun. 30, 2011

Investments In Available-For-Sale Securities And Other Cost Investments

Investments In Available-For-Sale Securities And Other Cost Investments

	June 30,	December 31,
	2011	2010
	amounts in millions
Capital Group
Time Warner Inc. (1)(2)	$            453	1,101
Time Warner Cable Inc. (1)(2)	244	567
Sprint Nextel Corporation ("Sprint") (1)	248	301
Motorola Solutions (1)(3)	341	471
Motorola Mobility (1)(3)	143	--
Viacom, Inc.	387	301
Live Nation (4)	25	389
Century Link, Inc. (1)	148	248
Priceline (1)	267	208
Other AFS equity securities (1)(2)	43	100
SIRIUS XM debt securities	389	384
Other AFS debt securities	222	404
Other cost investments and related receivables	8	9
Total attributed Capital Group	2,918	4,483
Interactive Group
Time Warner Inc. (2)	$            792	--
Time Warner Cable Inc. (2)	427	--
Other (2)	42	1
Total attributed Interactive Group	1,261	1
Starz Group
Other	65	67
Total attributed Starz Group	65	67
Consolidated Liberty	$          4,244	4,551

           (1)    Includes shares pledged as collateral for share borrowing arrangements.  See note 8.

           (2)    As discussed in note 2, certain of these securities were reattributed from the Capital Group to the Interactive Group in the first quarter of 2011.

           (3)    Effective January 4, 2011 Motorola, Inc. separated Motorola Mobility Holdings, Inc. in a 1 for 8 stock distribution.  Motorola, Inc. simultaneously completed a 1 for 7 reverse stock split and was renamed Motorola Solutions, Inc.

           (4)    In June 2011, the Company acquired an additional 5.5 million shares of Live Nation for $58 million.  The additional ownership requires the Company to account for the investment as an equity method affiliate.  For additional discussion see footnote 7.  Liberty continues to hold debt securities in Live Nation which are included in available-for-sale securities.

Unrealized Holdings Gains And Losses

	June 30, 2011		December 31, 2010
	Equity	Debt	Equity	Debt
	securities	securities	securities	securities
	amounts in millions
Gross unrealized holding gains	$              2	66	32	66
Gross unrealized holding losses	$             --	--	--	--

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Condensed Consolidated Statements Of Equity (USD $) In Millions	Series A [Member] Common Stock [Member] Segment, Liberty Capital [Member]	Series A [Member] Common Stock [Member] Segment, Liberty Interactive [Member]	Series A [Member] Additional Paid-In Capital [Member] Segment, Liberty Capital [Member]	Series A [Member] Segment, Liberty Capital [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Earnings [Member]	Retained Earnings (Deficit) [Member]	Noncontrolling Interest In Equity Of Subsidiaries [Member]	Segment, Liberty Capital [Member]	Segment, Liberty Starz [Member]	Segment, Liberty Interactive [Member]	Total
Balance at Dec. 31, 2010	$ 1	$ 6			$ 8,338	$ 226	$ 2,742	$ 129				$ 11,442
Net earnings (loss)							646	22	300	120	248	668
Other comprehensive earnings (loss)						56			(12)	(6)	74	56
Stock compensation					38							38
Issuance of common stock upon exercise of stock options					13							13
Series A Liberty Capital stock repurchases			(96)	(96)
Distributions to noncontrolling interests								(50)				(50)
Sale of noncontrolling interest, net of tax impacts					(103)			(5)				(108)
Other					(1)							(1)
Balance at Jun. 30, 2011	1	6			8,189	282	3,388	96				11,962
Balance at Mar. 31, 2011
Net earnings (loss)									21	67	195	283
Other comprehensive earnings (loss)									12	(1)	23	34
Balance at Jun. 30, 2011	$ 1	$ 6										$ 11,962

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Intangible Assets

6 Months Ended

Jun. 30, 2011

Intangible Assets

Intangible Assets

(9)        Intangible Assets

Goodwill

Changes in the carrying amount of goodwill are as follows:

		Starz,
	QVC	LLC	Other	Total
	amounts in millions
Balance at January 1, 2011	$    5,363	132	820	6,315
Foreign currency translation adjustments	36	--	--	36
Other	--	--	(1)	(1)
Balance at June 30, 2011	$    5,399	132	819	6,350

Intangible Assets Subject to Amortization

Amortization expense for intangible assets with finite useful lives was $243 million and $235 million for the six months ended June 30, 2011 and 2010, respectively.  Based on its amortizable intangible assets as of June 30, 2011, Liberty expects that amortization expense will be as follows for the next five years (amounts in millions):

Remainder of 2011	$     249
2012	$     475
2013	$     445
2014	$     390
2015	$     360

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Stockholders' Equity (Narrative) (Details) (USD $)	6 Months Ended
	Jun. 30, 2011
Put options, number of shares of repurchase	3,000,000
Weighted average put price of LINTA	$ 16.41
Maturity date of put options	August 2011
Segment, Liberty Capital [Member] | Class C [Member]
Common stock, shares authorized	2,000,000,000
Segment, Liberty Interactive [Member] | Class C [Member]
Common stock, shares authorized	4,000,000,000
Segment, Liberty Starz [Member] | Class C [Member]
Common stock, shares authorized	4,000,000,000

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Information About Liberty's Operating Segments (Other Information By Segment) (Details) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Total assets	$ 26,578		$ 26,600
Investments in affiliates, accounted for using the equity method (note 7)	1,478		1,040
Capital expenditures	109	129
Segment, Liberty Interactive [Member] | QVC [Member]
Total assets	13,401
Investments in affiliates, accounted for using the equity method (note 7)	2
Capital expenditures	80
Segment, Liberty Starz [Member] | Starz LLC [Member]
Total assets	1,941
Capital expenditures	2
Segment, Liberty Capital [Member] | Corporate And Other [Member]
Total assets	6,515
Investments in affiliates, accounted for using the equity method (note 7)	460
Capital expenditures	4
Segment, Liberty Interactive [Member] | Corporate And Other [Member]
Total assets	4,168
Investments in affiliates, accounted for using the equity method (note 7)	1,016
Capital expenditures	23
Segment, Liberty Starz [Member] | Corporate And Other [Member]
Total assets	820
Inter-group Eliminations [Member]
Total assets	(267)
Segment, Liberty Interactive [Member]
Total assets	17,569
Investments in affiliates, accounted for using the equity method (note 7)	1,018
Capital expenditures	103	123
Segment, Liberty Starz [Member]
Total assets	2,761
Capital expenditures	2	1
Segment, Liberty Capital [Member]
Total assets	6,515
Investments in affiliates, accounted for using the equity method (note 7)	460
Capital expenditures	$ 4	$ 5

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Stock-Based Compensation (Stock-Based Compensation Allocated To Selling, General And Administrative Expenses) (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Stock-Based Compensation
Stock-based compensation allocated to selling, general, and administrative	$ 24	$ 21	$ 51	$ 60

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Information About Liberty's Operating Segments

6 Months Ended

Jun. 30, 2011

Information About Liberty's Operating Segments

Information About Liberty's Operating Segments

(13)      Information About Liberty's Operating Segments

Liberty, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce, media, communications and entertainment industries.  Liberty has attributed each of its businesses to one of three groups:  the Interactive Group, the Starz Group and the Capital Group.  Each of the businesses in the tracking stock groups is separately managed.  Liberty identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual pre-tax earnings or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Liberty's annual pre-tax earnings.  The segment presentation for prior periods has been conformed to the current period segment presentation.

Liberty evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent.  In addition, Liberty reviews nonfinancial measures such as subscriber growth, penetration, website visitors, conversion rates and active customers, as appropriate.

Liberty defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses (excluding stock-based compensation).  Liberty believes this measure is an important indicator of the operational strength and performance of its businesses, including each business's ability to service debt and fund capital expenditures.  In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance.  This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP.  Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP.  Liberty generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

As discussed in Note 2, effective September 30, 2010, the Company's board of directors approved a change in attribution of Starz Media from the Capital Group to the Starz Group to better align the remaining businesses of Starz Media with the legacy Starz Entertainment business to form a combined Starz entity that we refer to as Starz, LLC. The Starz Media Reattribution did not have any impact on the consolidated results of Liberty and was reflected on prospective basis for Tracking Stock purposes. This change in attribution of Starz Media changed how these entities are reviewed and operated from the Liberty consolidated view point and thus gives rise to a new presentation for segment reporting purposes for both the current and prior year periods.

Prior to its reattribution the biggest driver of the Starz Media business unit was its theatrical production business which is no longer being operated except for the exploitation of its existing film library in home video, non-pay television and other ancillary markets. As a result, we do not expect the effect of the remaining Starz Media businesses in future periods to materially change Starz, LLC's operations prospectively. Based on this lack of comparability and the importance of maintaining the integrity of the historical tracking stock results we have included a segment reclassification adjustment for both the Starz Group and the Capital Group in order to reconcile to the historical attributed results for each group.

For the six months ended June 30, 2011, Liberty has identified the following businesses as its reportable segments:

·QVC—consolidated subsidiary attributed to the Interactive Group that markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs on the QVC networks and via the Internet through its domestic and international websites.

·Starz, LLC—consolidated subsidiary attributed to the Starz Group that provides premium networks distributed by cable operators, direct-to-home satellite providers, telephone companies and other distributors in the United States and develops, produces and acquires entertainment content and distributes such content to consumers in a wide variety of formats in the United States and throughout the world.

Liberty's reportable segments are strategic business units that offer different products and services.  They are managed separately because each segment requires different technologies, distribution channels and marketing strategies.  The accounting policies of the segments that are also consolidated subsidiaries are the same as those described in the Company's summary of significant policies.

Performance Measures

	Six months ended June 30,
	2011		2010
		Adjusted		Adjusted
	Revenue	OIBDA	Revenue	OIBDA
	amounts in millions
Interactive Group
QVC	$     3,733	781	3,515	769
Corporate and other	671	47	563	40
	4,404	828	4,078	809
Starz Group
Starz, LLC	794	249	841	152
Corporate and other	1	(6)	5	(7)
Adjustment for tracking stock purposes (1)	--	--	(228)	61
	795	243	618	206
Capital Group
Corporate and other	716	365	138	(41)
Adjustment for tracking stock purposes (1)	--	--	228	(61)
	716	365	366	(102)
Consolidated Liberty	$     5,915	1,436	5,062	913

(1)As discussed above due to the change in segments the prior periods have been changed to reflect the current segment presentation. The adjustment is necessary to align the tracking stock subtotals to the Unaudited Attributed Financial Information for tracking stock groups found in Exhibit 99.1, wherein this change in attribution has been reflected prospectively.

	Three months ended June 30,
	2011		2010
		Adjusted		Adjusted
	Revenue	OIBDA	Revenue	OIBDA
	amounts in millions
Interactive Group
QVC	$     1,898	418	1,758	403
Corporate and other	347	32	295	25
	2,245	450	2,053	428
Starz Group
Starz, LLC	403	118	392	53
Corporate and other	--	(1)	3	(4)
Adjustment for tracking stock purposes (1)	--	--	(84)	54
	403	117	311	103
Capital Group
Corporate and other	135	7	116	(5)
Adjustment for tracking stock purposes (1)	--	--	84	(54)
	135	7	200	(59)
Consolidated Liberty	$     2,783	574	2,564	472

Other Information

	June 30, 2011
		Investments
	Total	in	Capital
	assets	affiliates	expenditures
	amounts in millions
Interactive Group
QVC	$   13,401	2	80
Corporate and other	4,168	1,016	23
	17,569	1,018	103
Starz Group
Starz, LLC	1,941	--	2
Corporate and other	820	--	--
	2,761	--	2
Capital Group
Corporate and other	6,515	460	4
	6,515	460	4
Inter-group eliminations	(267)	--	--
Consolidated Liberty	$   26,578	1,478	109

The following table provides a reconciliation of segment Adjusted OIBDA to earnings (loss) from continuing operations before income taxes:

	Three months ended		Six months ended
	June 30,		June 30,
	2011	2010	2011	2010
	amounts in millions
Consolidated segment Adjusted OIBDA	$        574	472	1,436	913
Stock-based compensation	(24)	(21)	(51)	(60)
Gain on legal settlement	--	--	7	--
Depreciation and amortization	(168)	(164)	(338)	(326)
Interest expense	(110)	(174)	(227)	(344)
Share of earnings of affiliates, net	15	39	7	48
Realized and unrealized gains (losses) on financial instruments, net	143	(81)	186	86
Gains (losses) on dispositions, net	--	25	(2)	388
Other, net	29	2	72	--
Earnings from continuing operations before income taxes	$        459	98	1,090	705

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Condensed Consolidated Balance Sheets (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 3,414	$ 3,179
Trade and other receivables, net	915	1,142
Inventory, net	1,103	1,069
Program rights	471	411
Short term marketable securities	372	509
Restricted cash (note 10)	716	68
Other current assets	121	177
Total current assets	7,112	6,555
Investments in available-for-sale securities and other cost investments, including $1,148 million and $1,219 million pledged as collateral for share borrowing arrangements (note 6)	4,244	4,551
Investments in affiliates, accounted for using the equity method (note 7)	1,478	1,040
Property and equipment, at cost	2,386	2,297
Accumulated depreciation	(1,111)	(1,012)
Property and equipment, net	1,275	1,285
Intangible assets not subject to amortization (note 9):
Goodwill	6,350	6,315
Trademarks	2,513	2,513
Other	153	153
Total intangible assets not subject to amortization	9,016	8,981
Intangible assets subject to amortization, net (note 9)	2,587	2,759
Other assets, at cost, net of accumulated amortization	866	1,429
Total assets	26,578	26,600
Liabilities and Equity
Accounts payable	544	651
Accrued liabilities	883	995
Financial instruments (note 8)	1,167	1,264
Current portion of debt (note 10)	1,265	530
Deferred income tax liabilities	911	864
Deferred revenue	211	347
Other current liabilities	115	88
Total current liabilities	5,096	4,739
Long-term debt, including $2,661 million and $2,506 millionmeasured at fair value (note ___)	5,957	6,788
Long-term financial instruments	88	94
Deferred income tax liabilities	2,465	2,211
Deferred revenue	548	860
Other liabilities	462	466
Total liabilities	14,616	15,158
Equity
Additional paid-in capital	8,189	8,338
Accumulated other comprehensive earnings, net of taxes	282	226
Retained earnings	3,388	2,742
Total stockholders' equity	11,866	11,313
Noncontrolling interests in equity of subsidiaries	96	129
Total equity	11,962	11,442
Commitments and contingencies (note 12)
Total liabilities and equity	26,578	26,600
Series A [Member] | Segment, Liberty Capital [Member]
Equity
Common stock value	1	1
Segment, Liberty Capital [Member]
Assets
Cash and cash equivalents	1,067	1,212
Trade and other receivables, net	59
Short term marketable securities	192
Restricted cash (note 10)	662
Other current assets	27
Total current assets	2,007
Investments in available-for-sale securities and other cost investments, including $1,148 million and $1,219 million pledged as collateral for share borrowing arrangements (note 6)	2,918	4,483
Investments in affiliates, accounted for using the equity method (note 7)	460
Property and equipment, net	132
Intangible assets not subject to amortization (note 9):
Goodwill	201
Other	153
Intangible assets subject to amortization, net (note 9)	126
Deferred tax assets	243
Other assets, at cost, net of accumulated amortization	275
Total assets	6,515
Liabilities and Equity
Accounts payable	10
Accrued liabilities	42
Financial instruments (note 8)	1,166
Current portion of debt (note 10)	750
Deferred income tax liabilities	736
Deferred revenue	81
Other current liabilities	31
Total current liabilities	2,816
Deferred revenue	535
Other liabilities	249
Total liabilities	3,600
Equity
Noncontrolling interests in equity of subsidiaries	(1)
Total liabilities and equity	6,515
Segment, Liberty Starz [Member]
Assets
Cash and cash equivalents	1,035	878
Trade and other receivables, net	223
Program rights	471
Short term marketable securities	132
Restricted cash (note 10)	39
Other current assets	39
Total current assets	1,939
Investments in available-for-sale securities and other cost investments, including $1,148 million and $1,219 million pledged as collateral for share borrowing arrangements (note 6)	65	67
Property and equipment, net	99
Intangible assets not subject to amortization (note 9):
Goodwill	132
Intangible assets subject to amortization, net (note 9)	17
Other assets, at cost, net of accumulated amortization	509
Total assets	2,761
Liabilities and Equity
Accounts payable	6
Accrued liabilities	240
Intergroup payable (receivable)	(26)
Current portion of debt (note 10)	4
Deferred revenue	24
Other current liabilities	9
Total current liabilities	257
Long-term debt, including $2,661 million and $2,506 millionmeasured at fair value (note ___)	38
Deferred income tax liabilities	51
Other liabilities	45
Total liabilities	391
Equity
Noncontrolling interests in equity of subsidiaries	(4)
Total liabilities and equity	2,761
Series A [Member] | Segment, Liberty Interactive [Member]
Equity
Common stock value	6	6
Segment, Liberty Interactive [Member]
Assets
Cash and cash equivalents	1,312	1,089
Trade and other receivables, net	633
Inventory, net	1,103
Short term marketable securities	48
Restricted cash (note 10)	15
Other current assets	79
Total current assets	3,190
Investments in available-for-sale securities and other cost investments, including $1,148 million and $1,219 million pledged as collateral for share borrowing arrangements (note 6)	1,261	1
Investments in affiliates, accounted for using the equity method (note 7)	1,018
Property and equipment, net	1,044
Intangible assets not subject to amortization (note 9):
Goodwill	6,017
Trademarks	2,513
Intangible assets subject to amortization, net (note 9)	2,444
Other assets, at cost, net of accumulated amortization	82
Total assets	17,569
Liabilities and Equity
Accounts payable	528
Accrued liabilities	601
Intergroup payable (receivable)	26
Financial instruments (note 8)	1
Current portion of debt (note 10)	511
Deferred income tax liabilities	199
Deferred revenue	106
Other current liabilities	75
Total current liabilities	2,047
Long-term debt, including $2,661 million and $2,506 millionmeasured at fair value (note ___)	5,919
Long-term financial instruments	88
Deferred income tax liabilities	2,657
Deferred revenue	13
Other liabilities	168
Total liabilities	10,892
Equity
Noncontrolling interests in equity of subsidiaries	101
Total liabilities and equity	17,569
Segment InterGroup Eliminations [Member]
Assets
Other current assets	(24)
Total current assets	(24)
Intangible assets not subject to amortization (note 9):
Deferred tax assets	(243)
Total assets	(267)
Liabilities and Equity
Deferred income tax liabilities	(24)
Total current liabilities	(24)
Deferred income tax liabilities	(243)
Total liabilities	(267)
Equity
Total liabilities and equity	$ (267)

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Stock-Based Compensation (Outstanding Awards) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2011 years	Dec. 31, 2010
Series A [Member] | Segment, Liberty Capital [Member]
Outstanding options	4,434	4,996
Outstanding WAEP	$ 20.59	$ 19.38
Weighted average remaining life (in years)	5.8
Aggregate intrinsic value	$ 288,916
Exercisable options	1,272
Exercisable WAEP	$ 10.79
Aggregate intrinsic value (000's)	95,314
Series A [Member] | Segment, Liberty Interactive [Member]
Outstanding options	45,984	47,583
Outstanding WAEP	$ 11.94	$ 12.10
Weighted average remaining life (in years)	5.4
Aggregate intrinsic value	245,048
Exercisable options	13,823
Exercisable WAEP	$ 13.84
Aggregate intrinsic value (000's)	62,868
Series A [Member] | Segment, Liberty Starz [Member]
Outstanding options	3,549	3,217
Outstanding WAEP	$ 50.41	$ 46.15
Weighted average remaining life (in years)	6.0
Aggregate intrinsic value	91,128
Exercisable options	621
Exercisable WAEP	$ 33.40
Aggregate intrinsic value (000's)	26,017
Class B [Member] | Segment, Liberty Interactive [Member]
Outstanding options	450
Outstanding WAEP	$ 19.74
Weighted average remaining life (in years)	3.9
Exercisable options	450
Exercisable WAEP	$ 19.74
Class B [Member] | Segment, Liberty Starz [Member]
Outstanding options	36
Outstanding WAEP	$ 26.71
Weighted average remaining life (in years)	3.9
Aggregate intrinsic value	1,846
Exercisable options	36
Exercisable WAEP	$ 26.71
Aggregate intrinsic value (000's)	$ 1,846

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Intangible Assets (Narrative) (Details) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Intangible Assets
Amortization expense for intangible assets with finite useful lives	$ 243	$ 235

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Commitments And Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
Unpaid balance of programming fees due in 2011, film rights	$ 90
Unpaid balance of programming fees due in 2012, film rights	3
Amount of installment to pay studio for a contract extension	47.5
Guarantee for obligations for films	629
Long-Term Employment Contracts [Member]
Compensation guarantee aggregate total	176
Amounts payable under guarantee, in 2011	58
Amounts payable under guarantee, in 2012	72
Amounts payable under guarantee, in 2013	20
Amounts payable under guarantee, in 2014	13
Amount payable under guarantee, thereafter	13
Sony [Member] | Programming Fees Released Films [Member]
Estimate of amounts payable for rights to future programming	168
Estimate of amounts payable for rights to future programming, 2012	351
Estimate of amounts payable for rights to future programming, 2013	82
Estimate of amounts payable for rights to future programming, 2014	67
Estimate of amounts payable for rights to future programming, 2015	55
Estimate of amounts payable for rights to future programming thereafter	90
Sony Contract Extension Beginning In 2011 [Member] | Programming Fees Released Films [Member]
Number of annual installments to pay studio for a contract extension	3
Amount of installment to pay studio for a contract extension	142.5
Sony Contract Extension Beginning In 2015 [Member] | Programming Fees Released Films [Member]
Number of annual installments to pay studio for a contract extension	3
Payment to Sony for a contract extension	$ 120

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Investments In Affiliates Accounted For Using The Equity Method (Expedia Consolidated Balance Sheets) (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Current assets	$ 7,112	$ 6,555
Property and equipment, net	1,275	1,285
Goodwill	6,350	6,315
Other assets	866	1,429
Total assets	26,578	26,600
Current liabilities	5,096	4,739
Deferred income taxes	2,465	2,211
Long-term debt	5,957	6,788
Other liabilities	462	466
Noncontrolling interests	96	129
Equity	11,962	11,442
Total liabilities and equity	26,578	26,600
Expedia [Member]
Current assets	2,954	1,702
Property and equipment, net	318	277
Goodwill	3,679	3,642
Intangible assets	793	798
Other assets	301	232
Total assets	8,045	6,651
Current liabilities	2,998	1,889
Deferred income taxes	266	248
Long-term debt	1,645	1,645
Other liabilities	122	132
Noncontrolling interests	134	64
Equity	2,880	2,673
Total liabilities and equity	$ 8,045	$ 6,651

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Investments In Affiliates Accounted For Using The Equity Method (Expedia Consolidated Statement Of Operations) (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenue	$ 2,783	$ 2,564	$ 5,915	$ 5,062
Cost of revenue	(1,398)	(1,284)	(2,775)	(2,578)
Selling, general and administrative expenses	(294)	(271)	(618)	(617)
Operating income (loss)	382	287	1,054	527
Interest expense	(110)	(174)	(227)	(344)
Other income (expense), net	77	(189)	36	178
Income tax expense	(176)	(57)	(422)	(265)
Net earnings (loss)	283	41	668	440
Net earnings (loss) attributable to noncontrolling interests	(12)	(4)	(22)	(14)
Net earnings attributable to Expedia, Inc.	271	37	646	426
Expedia [Member]
Revenue			1,846	1,552
Cost of revenue			(376)	(327)
Gross Profit			1,470	1,225
Selling, general and administrative expenses			(1,116)	(902)
Amortization			(15)	(17)
Restructuring charges and other			(4)
Operating income (loss)			335	306
Interest expense			(62)	(41)
Other income (expense), net			(3)	3
Income tax expense			(77)	(92)
Net earnings (loss)			193	176
Net earnings (loss) attributable to noncontrolling interests			(1)	(2)
Net earnings attributable to Expedia, Inc.			$ 192	$ 174

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Long-Term Debt (Debt Securities That Are Not Reported At Fair Value) (Details) (USD $) In Millions	Jun. 30, 2011
Senior Notes [Member]
Senior notes, not reported at fair value	$ 336
Senior Debentures [Member]
Senior notes, not reported at fair value	769
QVC Senior Secured Notes [Member]
Senior notes, not reported at fair value	$ 2,117

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Earnings (Loss) Per Common Share (Earrings Per Share Basic and Diluted) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Maximum [Member] | Segment, Liberty Capital [Member]
Anti-dilutive common shares			1,000,000
Maximum [Member] | Segment, Liberty Interactive [Member]
Anti-dilutive common shares			6,000,000
Maximum [Member] | Segment, Liberty Starz [Member]
Anti-dilutive common shares			1,000,000
Segment, Liberty Capital [Member]
Basic, Weighted average number of shares outstanding	81,000,000	95,000,000	81,000,000	95,000,000
Anti-dilutive common shares	2,000,000		2,000,000
Diluted, Weighted average number of shares outstanding	83,000,000	95,000,000	83,000,000	95,000,000
Segment, Liberty Starz [Member]
Basic, Weighted average number of shares outstanding	51,000,000	50,000,000	51,000,000	50,000,000
Anti-dilutive common shares	2,000,000	1,000,000	2,000,000	1,000,000
Diluted, Weighted average number of shares outstanding	53,000,000	51,000,000	53,000,000	51,000,000
Segment, Liberty Interactive [Member]
Basic, Weighted average number of shares outstanding	599,000,000	595,000,000	599,000,000	595,000,000
Anti-dilutive common shares	8,000,000	10,000,000	7,000,000	6,000,000
Diluted, Weighted average number of shares outstanding	607,000,000	605,000,000	606,000,000	601,000,000