11-K: Annual report of employee stock purchase, savings and similar plans
Published on
<Page>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2006
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____ to _____
Commission file number 000-51990
LIBERTY MEDIA 401(k) SAVINGS PLAN
(Full title of the Plan)
LIBERTY MEDIA CORPORATION
(Issuer of the securities held pursuant to the Plan)
12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of its principal executive office)
<Page>
REQUIRED INFORMATION
<Table>
<Caption>
FINANCIAL STATEMENTS: PAGE NO.
- -------------------- --------
<S> <C>
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available
for Participant Benefits,
December 31, 2006 and 2005 2
Statements of Changes in Net Assets
Available for Participant Benefits,
Years ended December 31, 2006 and 2005 3
Notes to Financial Statements,
December 31, 2006 and 2005 4 - 10
Schedule 1 - Schedule H, Line 4i - Schedule of Assets
(Held at End of Year), December 31, 2006 11
Exhibit -
23-Consent of KPMG LLP
</Table>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Plan Committee have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
LIBERTY MEDIA 401(k) SAVINGS PLAN
(Name of Plan)
By /s/ Christopher W. Shean
-------------------------------------
Christopher W. Shean
Member of Plan Committee
May 22, 2007
<Page>
Report of Independent Registered Public Accounting Firm
The Plan Committee
Liberty Media 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
participant benefits of the Liberty Media 401(k) Savings Plan (the Liberty Plan)
as of December 31, 2006 and 2005, and the related statements of changes in net
assets available for participant benefits for the years then ended. These
financial statements are the responsibility of the Liberty Plan's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for participant benefits of the
Liberty Plan as of December 31, 2006 and 2005, and the changes in net assets
available for participant benefits for the years then ended in conformity with
U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2006 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Liberty Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
KPMG LLP
Denver, Colorado
May 21, 2007
1
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LIBERTY MEDIA 401(k) SAVINGS PLAN
Statements of Net Assets Available
for Participant Benefits
December 31, 2006 and 2005
<Table>
<Caption>
2006 2005
-------- ---------
amounts in thousands
<S> <C> <C>
Contributions Receivable:
Participant $ 301 37
Employer 252 37
-------- ------
553 74
-------- ------
Investments, at fair value:
Liberty Media Stock Fund (notes 1 and 2) -- 28,653
Liberty Capital Stock Fund (notes 1 and 2) 17,246 --
Liberty Interactive Stock Fund (notes 1 and 2) 18,922 --
Liberty Global Stock Fund (note 1) 8,195 7,541
Discovery Holding Stock Fund (notes 1 and 5) 4,659 5,214
Mutual funds 62,014 45,901
Brokeragelink accounts (note 2) 202 --
-------- ------
111,238 87,309
-------- ------
Participant loans (note 2) 1,233 1,002
Payable for required refunds of excess contributions
and earnings thereon (740) (1,091)
-------- ------
Net assets available for participant benefits $112,284 87,294
-------- ------
-------- ------
</Table>
See accompanying notes to financial statements.
2
<Page>
LIBERTY MEDIA 401(k) SAVINGS PLAN
Statements of Changes in Net Assets Available
for Participant Benefits
Years ended December 31, 2006 and 2005
<Table>
<Caption>
2006 2005
-------- ---------
amounts in thousands
<S> <C> <C>
Contributions:
Employer $ 6,657 8,289
Participant 8,471 13,808
Rollovers 2,464 1,541
-------- -------
17,592 23,638
-------- -------
Net investment income (loss):
Net appreciation (depreciation) in fair value of investments 14,632 (5,120)
Interest and dividend income 3,270 2,604
-------- -------
17,902 (2,516)
-------- -------
Total contributions and net investment income (loss) 35,494 21,122
Transfers of assets (note 5) -- (64,350)
Administrative expenses (314) (345)
Refund of excess contributions and earnings thereon (740) (1,091)
Distributions to participants (9,450) (25,433)
-------- -------
Increase (decrease) in net assets available for
participant benefits 24,990 (70,097)
Net assets available for participant benefits:
Beginning of year 87,294 157,391
-------- -------
End of year $112,284 87,294
======== =======
</Table>
See accompanying notes to financial statements.
3
<Page>
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 2006 and 2005
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Liberty Media 401(k) Savings
Plan (the "Liberty Plan") have been prepared on the accrual basis and
present the net assets available for participant benefits and the changes
in those net assets. The sponsor of the Liberty Plan is Liberty Media LLC
("Liberty"), a wholly owned subsidiary of Liberty Media Corporation ("New
Liberty").
TRUST FUND MANAGED BY FIDELITY MANAGEMENT TRUST COMPANY ("TRUSTEE")
Under the terms of a trust agreement between Liberty and the Trustee, the
Trustee manages a trust fund on behalf of the Liberty Plan and has been
granted authority concerning purchases and sales of investments for the
trust fund. The Trustee may invest up to 100% of the assets of the Liberty
Plan in employer securities without regard to any fiduciary requirement to
diversify Liberty Plan assets. Additionally, the Liberty Plan is allowed to
invest in non-employer securities.
INVESTMENTS
Investments are reflected in the accompanying financial statements at fair
value. Fair value represents the closing prices for those securities having
readily available market quotations.
On May 9, 2006, New Liberty completed the previously announced
restructuring (the "Restructuring") pursuant to which a direct, wholly
owned subsidiary of New Liberty merged (the "Merger") with and into Liberty
and New Liberty became the new publicly traded parent company of Liberty.
Immediately prior to the Merger, New Liberty was a direct, wholly owned
subsidiary of Liberty. In the Merger, each holder of Liberty's common
stock, including the Liberty Plan through the Liberty Media Stock Fund,
received for each share of Liberty's Series A common stock held immediately
prior to the Merger, 0.25 of a share of Liberty Interactive Series A common
stock and 0.05 of a share of the Liberty Capital Series A common stock, and
for each share of Liberty's Series B common stock held immediately prior to
the Merger, 0.25 of a share of the Liberty Interactive Series B common
stock and 0.05 of a share of the Liberty Capital Series B common stock, in
each case, with cash in lieu of any fractional shares.
The Liberty Capital Stock Fund, the Liberty Interactive Stock Fund, the
Liberty Global Stock Fund, and the Discovery Holding Stock Fund are
unitized funds that are measured in units rather than shares. The Liberty
Capital Stock Fund consists mostly of Liberty Capital Series A common stock
("LCAPA") with an insignificant amount of cash or cash equivalents. The
Liberty Interactive Stock Fund consists mostly of Liberty Interactive
Series A common stock ("LINTA") with an insignificant amount of cash or
cash equivalents.
(continued)
4
<Page>
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
The Liberty Global Stock Fund consists mostly of Liberty Global, Inc.
("LGI") Series A common stock with an insignificant amount of cash or cash
equivalents. LGI was formed in May 2005 in connection with the business
combination transaction (the "LGI Transaction") between Liberty Media
International, Inc. ("LMI") and UnitedGlobalCom, Inc. In the LGI
Transaction, each stockholder of LMI, including the Liberty Plan, received
one share of LGI common stock for each share of LMI common stock held.
Subsequent to the LGI Transaction, LGI effected a stock dividend whereby
LGI stockholders received one share of LGI Series C common stock for each
share of LGI common stock held. Prior to the end of 2005, the Liberty Plan
sold all shares of LGI Series C common stock and used the resulting
proceeds to purchase shares of LGI Series A common stock.
The Discovery Holding Stock Fund consists mostly of Discovery Holding
Company ("DHC") Series A common stock with an insignificant amount of cash
or cash equivalents. The following closing market prices have been used to
value investments in the Liberty Plan's unitized stock funds:
<Table>
<Caption>
DECEMBER 31,
--------------
2006 2005
------ -----
<S> <C> <C>
Liberty Series A common stock $ -- 7.87
Liberty Capital Series A common stock $97.98 --
Liberty Interactive Series A common stock $21.57 --
LGI Series A common stock $29.15 22.50
DHC Series A common stock $16.09 15.15
</Table>
Changes in market values after the Liberty Plan's year end are not
reflected in the accompanying financial statements.
Securities and investment transactions are accounted for on the trade date.
The cost basis of such shares distributed is determined using the average
cost method. Dividend income is recorded on the ex-dividend date. Income
from other investments is recorded as earned on an accrual basis.
DISTRIBUTIONS TO PARTICIPANTS
Distributions requested by participants are recorded when paid.
INCOME TAXES
The Internal Revenue Service (the "IRS") has determined and informed
Liberty by a letter dated June 1, 2005 (the "IRS Determination Letter"),
that the Liberty Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code ("IRC"). Once qualified,
the Liberty Plan is required to operate in conformity with the IRC to
maintain its qualification. The Liberty Plan administrator is not aware of
any course of action or series of events that have occurred that might
adversely affect the Liberty Plan's qualified status.
PLAN EXPENSES
Any employer contribution amounts forfeited pursuant to the terms of the
Liberty Plan may be used to pay Liberty Plan expenses, except that the fees
charged by the Trustee for participant loans are paid by the borrowing
participant. Any additional administrative expenses of the Liberty Plan are
paid by Liberty.
(continued)
5
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LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ significantly from
those estimates.
(2) DESCRIPTION OF THE LIBERTY PLAN
The following description of the Liberty Plan is provided for general
information purposes only. Participants should refer to the plan document
for more complete information. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
GENERAL
The Liberty Plan is a defined contribution plan sponsored by Liberty, which
enables participating employees of Liberty and its qualifying subsidiaries
to receive an interest in New Liberty and to receive benefits upon
retirement. Employees of Liberty and certain 80% or more owned subsidiaries
who are at least 18 years of age and (i) have worked at least three
consecutive months or (ii) have completed one year of service (as defined
in the Liberty Plan document) are eligible to participate in the Liberty
Plan.
CONTRIBUTIONS
Participants may make (i) pre-tax contributions to the Liberty Plan of up
to 75% of their compensation, as defined or (ii) after-tax contributions up
to 10% of their compensation. Liberty and its subsidiaries, other than On
Command Corporation, Starz Media LLC and Film Roman, LLC may make matching
contributions equal to 100% of participant contributions, up to a maximum
match of 10% of eligible compensation. On Command Corporation, Starz Media
LLC and Film Roman, LLC may make matching contributions equal to $.50 for
each $1.00 contributed by the participants up to a maximum match of 4% of
eligible compensation. Ascent Media Group, Inc. ("Ascent Media"), a former
subsidiary, could make matching contributions equal to $.50 for each $1.00
contributed by the participants up to a maximum match of 3% of eligible
compensation (note 5). All participant contributions and employer matching
contributions are subject to limitations as determined annually by the IRS.
Employee pre-tax contributions and combined employee pre-tax, employee
after-tax and employer match contributions per participant (excluding
catch-up contributions) were limited to $15,000 and $44,000, respectively,
in 2006 and $14,000 and $42,000 respectively in 2005. Catch-up
contributions, as defined in the Economic Growth and Tax Relief
Reconciliation Act of 2001, are permitted for those eligible employees and
are not matched by the employer. Liberty and its subsidiaries reserve the
right to change the matching contribution amounts at any time.
Participants who are fully vested in their employer contributions can
direct the employer contributions to any investment in the Liberty Plan.
Employer contributions for participants who are not fully vested are
invested in the Liberty Capital Stock Fund and the Liberty Interactive
Stock Fund, as determined by the Plan Committee. Unvested employer
contributions made in 2006 subsequent to the Restructuring were invested
45% in the Liberty Capital Stock Fund and 55% in the Liberty Interactive
Stock Fund. Employee contributions may be invested in any investment in
the Liberty Plan, including the Liberty Capital Stock Fund and Liberty
Interactive Stock Fund.
(continued)
6
<Page>
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
NONPARTICIPANT-DIRECTED INVESTMENTS
As noted above, employer contributions of 100% vested participants can be
invested in any investment in the Liberty Plan. Therefore, the accompanying
statements of changes in net assets available for participant benefits do
not present activity based on participant-directed and
nonparticipant-directed investments. Plan information, including
information regarding participant-directed and nonparticipant-directed
investments, about the significant components of the changes in net assets
relating to the Liberty Capital Stock Fund, the Liberty Interactive Stock
Fund and the Liberty Media Stock Fund for the years ended December 31, 2006
and 2005, are as follows:
<Table>
<Caption>
2006 2005
------------------------------------- ----------
LIBERTY LIBERTY LIBERTY LIBERTY
CAPITAL INTERACTIVE MEDIA MEDIA
STOCK FUND STOCK FUND STOCK FUND STOCK FUND
---------- ----------- ---------- ----------
amounts in thousands
<S> <C> <C> <C> <C>
Balance at beginning of year $ -- -- 28,653 48,999
Conversion of shares from Liberty
Media Stock Fund (see note 1) 14,474 16,775 (31,249) --
Contributions
Employer 1,133 1,374 1,992 6,474
Participant 119 125 281 928
Rollovers 7 -- -- 32
Interest income 6 8 7 19
Transfer of assets to Ascent Media
Group 401(k) Plan -- -- -- (5,185)
Conversion of shares to DHC
Stock Fund -- -- -- (6,401)
Net appreciation (depreciation) in
fair value of stock fund 2,786 2,238 3,461 (6,945)
Net forfeiture credit 56 (44) 16 35
Distributions to participants (628) (701) (1,318) (4,791)
Exchanges out and transfer of
assets (570) (776) (1,739) (4,164)
Net loan activity 2 5 (14) (96)
Administrative expenses (139) (82) (90) (252)
------- ------ ------- ------
Balance at end of year $17,246 18,922 -- 28,653
======= ====== ======= ======
</Table>
ROLLOVERS
Participants may elect to rollover amounts from other qualified plans or
individual retirement accounts into the Liberty Plan provided that certain
conditions are met.
PARTICIPANT ACCOUNTS
Each participant's account is credited with (a) the participant's deferral
contributions, (b) employer matching contributions, and (c) allocations of
plan earnings and losses, as determined by the plan document. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
(continued)
7
<Page>
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to
the lesser of $50,000 or 50% of their vested account balance. Loans, other
than those transferred from other plans, must be repaid within five years
and bear interest at a rate equal to the prime rate of interest in effect
on the day in which the loan was made plus 1%. The interest rate determined
on any date will apply to all loans made after that date until an updated
prime rate (plus 1%) is implemented by the Plan Committee. Loans
transferred from other plans retain the repayment terms and interest rates
in effect at the time of transfer. Loans are secured by the vested balance
in the participant's account. At December 31, 2006, outstanding loans had
interest rates ranging from 5% to 9.25%. Principal and interest are paid
ratably through monthly payroll deductions or through the use of coupon
books or automatic bank draft after termination of employment.
FORFEITURES
Forfeitures of employer contributions (due to participants' termination
prior to full vesting) are first used to pay Liberty Plan expenses, with
any excess used to reduce Liberty's future matching contributions.
Forfeitures aggregated $216,000 and $217,000 during 2006 and 2005,
respectively. Unused forfeitures aggregated $41,000 and $105,000 at
December 31, 2006 and 2005, respectively.
INVESTMENT OPTIONS
As of December 31, 2006, the Liberty Plan has 22 investment options
including 18 mutual funds and four unitized stock funds. The mutual funds
include money market, bond and domestic and international stock funds. The
stock funds range from small to large cap funds and include growth and
value funds. The Liberty Plan also provides six asset allocation funds
based on target retirement dates. In addition, during 2006 the Plan began
to offer a brokerage option, Brokeragelink, whereby participants can elect
to invest in publicly traded stocks and mutual funds not offered directly
by the Plan. A complete list of investment options can be found on Schedule
1 to this Annual Report on Form 11-K. Plan participants may change
investment options and contribution percentages on a daily basis for all
vested account balances.
BENEFIT PAYMENTS
Distributions from the Liberty Plan may be made to a participant upon
attaining the age of 59-1/2, death, total disability, financial hardship or
termination of employment. Distributions and other withdrawals are
processed on a daily basis.
VESTING
Participant contributions are always fully vested. Participants acquire a
vested right in employer matching contributions, other than employer
contributions transferred from other plans, as follows:
<Table>
<Caption>
VESTING
YEARS OF SERVICE PERCENTAGE
---------------- ----------
<S> <C>
Less than 1 0%
1 year 33%
2 years 66%
3 years 100%
</Table>
(continued)
8
<Page>
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
Employer matching contributions transferred from other plans vest according
to the terms specified in the transferor plans.
PLAN TERMINATION
Although Liberty has not expressed any intent to terminate the Liberty
Plan, it may do so at any time, subject to the provisions of ERISA. The
Liberty Plan provides for full and immediate vesting of all participant
rights upon termination of the Liberty Plan.
RISKS AND UNCERTAINTIES
The Liberty Plan invests in various investment securities. Investment
securities are exposed to various risks such as interest rate, market, and
credit risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes
could materially affect participants' account balances and the amounts
reported in the statement of net assets available for participant benefits.
The Liberty Plan has concentrations of investments in the Liberty Capital
Stock Fund and the Liberty Interactive Stock Fund. Changes in the values of
the Liberty Capital Stock Fund and the Liberty Interactive Stock Fund could
materially impact the net assets available for participant benefits due to
these concentrations.
(3) INVESTMENTS
The fair value of individual investments that represent 5% or more of the
Liberty Plan's net assets at December 31, 2006 and 2005 are as follows:
<Table>
<Caption>
FAIR VALUE AT
DECEMBER 31,
--------------------
INVESTMENT 2006 2005
- ---------------------------------------- ------- ----------
amounts in thousands
<S> <C> <C>
Liberty Media Stock Fund $ -- 28,653
Liberty Capital Stock Fund $17,246 --
Liberty Interactive Stock Fund $18,922 --
Liberty Global Stock Fund $ 8,195 7,541
Discovery Holding Stock Fund $ -- 5,214
Templeton Foreign A $ -- 4,557
Spartan US Equity Index $ 8,626 7,674
Fidelity Equity Income $ 8,758 7,038
Fidelity Retirement Money Market Account $ 5,634 4,567
Baron Growth Fund $ 6,595 --
</Table>
(continued)
9
<Page>
LIBERTY MEDIA 401(k) SAVINGS PLAN
Notes to Financial Statements
During the years ended December 31, 2006 and 2005, the Liberty Plan's
investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated (depreciated) in value as
follows:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------
2006 2005
------- --------
amounts in thousands
<S> <C> <C>
Liberty Media Stock Fund $ 3,461 (6,945)
Liberty Capital Stock Fund 2,786 --
Liberty Interactive Stock Fund 2,238 --
Liberty Global Stock Fund (Series A) 1,868 (153)
Liberty Global Stock Fund (Series C) -- (332)
Discovery Holding Stock Fund 244 192
Mutual funds and Brokeragelink accounts 4,035 2,118
------- ------
$14,632 (5,120)
======= ======
</Table>
(4) RELATED PARTY TRANSACTIONS
Certain plan investments are shares of registered investment companies
managed by the Trustee. Therefore, these transactions qualify as
party-in-interest.
(5) DHC SPIN OFF
On July 21, 2005, Liberty completed the spin off of DHC to its stockholders
(the "DHC Spin Off"). DHC's assets included Liberty's 100% ownership
interest in Ascent Media and Liberty's 50% ownership interest in Discovery
Communications, Inc. The DHC Spin Off was effected as a tax-free
distribution of DHC's shares to Liberty's shareholders. Upon completion of
the DHC Spin Off, DHC became a separate publicly traded company. In
connection with the DHC Spin Off, shareholders of Liberty, including the
Liberty Plan through the Liberty Media Stock Fund, received .10 shares of
DHC Series A common stock for each share of Liberty Series A common stock
held. The spin off of Ascent Media resulted in a partial plan termination,
and therefore all participants employed by Ascent Media on the spin off
date were 100% vested in their Liberty Plan accounts. The market value of
investments and participant loans transferred out of the Liberty Plan to
the newly established Ascent Media Group 401(k) Plan on August 15, 2005
related to this transaction were $62,979,000 and $1,329,000, respectively.
(6) SUBSEQUENT EVENT
Effective April 4, 2007, and as a result of a sale of a subsidiary of
Liberty, a partial plan termination occurred. In connection therewith,
employees of such subsidiary, who were active participants in the Liberty
Plan on April 4, 2007 became fully vested in their employer contributions
upon the partial plan termination.
10
<Page>
SCHEDULE 1
LIBERTY MEDIA 401(k) SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2006
<Table>
<Caption>
IDENTITY OF DESCRIPTION OF INVESTMENT
ISSUE INCLUDING PAR VALUE FAIR VALUE
---------- ------------------------- --------------------
amounts in thousands
<S> <C> <C>
Liberty Capital Stock Fund Series A common stock, par value $0.01 per
share (historical cost basis - $9,960,970) $ 17,078
Cash and cash equivalents 168
--------
17,246
Liberty Interactive Stock Fund Series A common stock, par value $0.01 per
share (historical cost basis - $12,443,438) 18,745
Cash and cash equivalents 177
--------
18,922
Liberty Global Stock Fund Series A common stock, par value $0.01 per
share (historical cost basis - $3,796,146) 7,944
Cash and cash equivalents 251
--------
8,195
Discovery Holding Stock Fund Series A common stock, par value $0.01 per
share (historical cost basis - $2,972,193) 4,518
Cash and cash equivalents 141
--------
4,659
Templeton Foreign A Mutual fund 5,402
Spartan US Equity Index Mutual fund 8,626
Spartan International Index Fund Mutual fund 3,623
PIMCO High Yield Fund -
Administrative Class Mutual fund 1,743
ALLIANZ NFJ Small Cap Value Mutual fund 2,933
Baron Growth Fund Mutual fund 6,595
Davis NY Venture A Mutual fund 1,747
Fidelity Retirement Money Market
Account Mutual fund 5,634
Fidelity Equity Income Mutual fund 8,758
Fidelity Investment Grade Bond Mutual fund 4,073
Fidelity Blue Chip Growth Fund Mutual fund 2,247
Fidelity Low-Priced Stock Fund Mutual fund 4,586
Fidelity Freedom Income Fund Mutual fund 251
Fidelity Freedom 2000 Fund Mutual fund 184
Fidelity Freedom 2010 Fund Mutual fund 795
Fidelity Freedom 2020 Fund Mutual fund 1,681
Fidelity Freedom 2030 Fund Mutual fund 1,996
Fidelity Freedom 2040 Fund Mutual fund 1,140
Brokeragelink accounts Brokerage option 202
Participant loans Interest rates ranging from 5% to 9.25% with
maturity dates through December, 2011 1,233
--------
$112,471
--------
</Table>
All investments are held by Fidelity Management Trust Company, Inc., which
is a party-in-interest to the Liberty Plan. Liberty Media LLC is the plan
sponsor, which is a party-in-interest to the Liberty Plan.
See accompanying report of independent registered public accounting firm.
11
<Page>
EXHIBIT INDEX
Shown below are the exhibits which are filed or furnished as a part of this
Report -
23-Consent of KPMG LLP
12