Courtnee Chun Ulrich - Head-Investor Relations Gregory B. Maffei - President & CEO Christopher W. Shean - Chief Financial Officer & Senior Vice President Richard N. Baer - Senior Vice President & General Counsel.

Benjamin Swinburne - Morgan Stanley & Co. LLC Vijay Jayant - Evercore ISI Matthew J. Harrigan - Wunderlich Securities, Inc. Bryan Kraft - Deutsche Bank Securities, Inc. Thomas William Eagan - Telsey Advisory Group LLC Amy Yong - Macquarie Capital (USA), Inc. James M. Ratcliffe - The Buckingham Research Group, Inc. Bart E.

Crockett - FBR Capital Markets & Co. Michael Clark Mitchell - Locust Wood Capital Advisers LLC.

Ladies and gentlemen, thank you for standing by. Welcome to the Liberty Media Corporation 2015 Second Quarter Earnings Call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session. As a reminder, this conference is being recorded Wednesday, August 5, 2015.

I would now like to turn the conference over to Courtnee Ulrich, Vice President of Investor Relations. Please go ahead..

Thank you.

Before we begin, we'd like to remind everyone that this call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, new service and product launches, the future financial performance of SiriusXM, stock repurchases and other matters that are not historical facts.

These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements including, without limitation, possible changes in market acceptance of new products or services, the ability of our businesses to attract and retain customers, competitive issues, regulatory issues and market conditions conducive to buybacks.

These forward-looking statements speak only as of the date of this call and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in Liberty Media's expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement is based.

On today's call, we will discuss certain non-GAAP financial measures, including adjusted OIBDA. The required definitions and reconciliations, preliminary note and schedules 1 through 3 can be found at the end of the earnings press release issued today, which is available on our website.

This call also may include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Liberty Broadband.

These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the ability to complete the Charter transaction and Liberty Broadband's related investments.

These forward-looking statements speak only as of the date of this call, and Liberty Broadband expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Broadband's expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement is based.

Now, I'd like to turn the call over to Greg Maffei, Liberty's President and CEO..

Thank you and good morning. Today, speaking on the call, besides myself, we'll have Liberty's CFO, Chris Shean. During the Q&A, we'll also take questions on Liberty Broadband, as it will not have its own separate call.

Note, that in a new practice, we are not distributing slides to accompany the call today because all of the material on those slides that we historically had is referenced in the morning's press release. So first, looking at Liberty Media.

We continued our buybacks during the quarter and repurchased a total of $208 million worth of LMCA and LMCK shares from May 1 through the end of July.

That fully utilized all the funds distributed in conjunction with the LBRD spin-off, but I would note that the board of directors also increased the buyback authorization at Liberty Media by an incremental $1 billion. We have noticed, as I suspect some of you on the call have, that the discount from the NAV at Liberty Media has expanded.

Some analysts have the discount anywhere from the low to the high teens, and some have even imagined higher numbers. Depending on how you look at it, that discount is potentially below the value of just our publicly traded series shares. And so you're either getting everything else for free or at least very cheap.

We have noticed it as well, as I said, and are thinking of ways and considering ways to take advantage of that discount. On to some of our operational highlights. First at Sirius, they reported truly outstanding results, increasing subscribers to 28.4 million, adding 692,000 net new subscribers, up 46% from the adds in the second quarter of 2014.

They recorded a churn of 1.6%. That's the lowest churn rate since the merger in 2008. Revenue grew 8% to $1.12 billion. Adjusted EBITDA grew 12% to a record $415 million. And because they continue to have an active share repurchase program, Liberty's ownership stake stood at 59.4% as of July 24, when they reported the number.

Altogether, a pretty outstanding quarter. Live Nation will report next week on Monday, so I'm somewhat limited in my ability to communicate on their progress during the quarter. I would note, however, that they had continued momentum on festivals in North America and globally.

They announced the formation of Live Nation Concerts Germany earlier this week. That partnership with Marek Lieberberg, the fifth largest promoter in the world, will add over 700 new shows and two million fans to the LYV platform. They also announced a new TV event, Live Nation Music Awards, which will air on the first of October.

And last, looking at the Liberty Media assets, major assets, the Braves, our stadium and mixed-use real estate project, progresses well. Cobb County's financing cleared the latest legal hurdle and our stadium bond financing will proceed as planned.

We've agreed upon terms with the hotel partner for our mixed-use space, and we're working with incremental partners on the entertainment venue. Looking at the club itself, it's re-tooled the organization at all levels via free agent signings and trades in exchange for prospects and draft picks.

We've added veterans like Gomez, and at the end of July we completed a 13-player trade with the Dodgers and Marlins. I'd also note, we extended the contract of Fredi Gonzalez through 2016, with an option for 2017. Turning now to Broadband.

Charter's second quarter results continued to demonstrate the success of their strategic focus on delivering a superior service at competitive prices. Residential customers were up 34,000. Residential high-speed data customers were up 70,000, a 43% increase year-over-year. Revenue was up an industry-leading 7.6% year-over-year.

EBITDA grew 6.8% and, excluding some transaction costs related to our upcoming merger with Time Warner, would have been up 8.9% year-over-year. Truly impressive numbers. We at Liberty Broadband remain excited about Charter, Time Warner Cable and the Bright House transactions and our incremental investments.

With a transaction blended reference price for Charter at about $176.40 in Charter, though it bounced around a little this morning having traded over $190. We find this incremental investment by Liberty Broadband to be very appealing.

And we'd note, our revenue estimates driven primarily by subscribers and ARPU are similar to those described in the Charter proxy. With that, I'm going to turn it over to Chris Shean to talk about our financial results..

Thanks, Greg. Given our ownership of over 50% of SiriusXM, as we have said in previous quarters, they are consolidated in our financial statements. They are the dominant component of our financial statements.

But for analysts' analysis purposes of SiriusXM, we would recommend going directly to their filings, which are on their website and in publicly filed document places.

At quarter-end, Liberty had cash and liquid investments of $841 million and principal amount of debt of $6.7 billion, which includes $5.2 billion of debt at SiriusXM and a margin loan at Liberty. Included in the $841 million of cash and liquid investments balance at June 30 is $294 million held at SiriusXM.

Liberty's cash and liquid investments, excluding cash held at SiriusXM, was $547 million. Now with that, I'll turn the call back over to Greg..

Thanks, Chris. And to the audience, we appreciate your continued interest in Media. And with that, operator, I would open the call for questions..

Thank you. One moment for your first question, please. Our first question comes from the line of Ben Swinburne with Morgan Stanley..

Thank you. Good morning. Two questions, none on the Braves, although, the Mets are making moves. I wanted to ask you about the music business. Greg, you've talked about focusing in on opportunities there at Liberty Media/SIRI.

I'm wondering if the CRB process that's coming at the end of this year around streaming rights impacts, how you think about the opportunities.

In other words, if that breaks one way or the other, does that make things more or less interesting for you on the technology side? And just any other color maybe around Vivendi or any other things you think you could do that might be interesting to create value? And then I just had one quick follow-up..

Sure. Well, we run today a very attractive music service, which is distributed with other exclusive content and more broad content, audio content, on satellite and through streaming.

One of the questions in my mind, and I think the mind of the Sirius management, is over time how much of an opportunity do we have to extend that (00:10:22) by moving to a younger demographic, a mobile demographic, and an international demographic, one that is less driven by the car and into other devices, though it may also include the car.

Most of the businesses that we've looked at in that space have had, in some cases, interesting growth of subscribers or users, in many cases, not paid subscribers but free users, but have had very or relatively unattractive economics given their cost of content and their ability to monetize it.

And that's true both of some of the ones that are ad-supported and some of the ones that are more subscription oriented. So we've looked at all of those businesses, many of which have been available for sale or investment. And we remain interested, but not yet convinced how to play it.

And we've looked at everything, as I said, from partnership to investment to acquisition. We are very lucky to be at the most attractive part of the monetization in terms of our ability to monetize audio content, older audiences in the car in the U.S. Question is how much opportunity is there for us outside those markets..

Got it. And then just, I'm sure there are things we aren't aware of around complexities here. So I'm wondering if you could help educate us. There is a lot of people who wonder why not have Sirius buy LMCA, LMCK shares because they're essentially buying their own stock at a discount, and their numbers are obviously quite strong.

What are the reasons, beyond maybe just optics, that that's going to be more complicated than we all think?.

Well, I think that's something probably more to be addressed because obviously we have some conflicts issues around that, the SiriusXM management team. I can tell you, I don't think I'm giving away any confidence is that idea has been discussed both by Liberty and by Sirius. There is some logic and appeal to that.

I think one of the questions for them would be what's their eventual liquidity path on those shares and how do they eventually collapse that. If you imagine an impending merger, which we tried once between Liberty and SiriusXM, then that solves the problem, but that's not guaranteed. So that's why they might be reluctant..

Right. Thank you..

Yeah..

Your next question comes from the line of Vijay Jayant with Evercore..

Thanks. I've got a couple questions. So, Greg, you were talking about opportunities and how you could probably close the discount apart from Sirius buying back Liberty stock.

Can you talk about other strategies? Is there an opportunity to sell Sirius stock and buy back Liberty Media stock as a way to close? I mean, can you just talk about that? And second, on Liberty Broadband again, really putting the cart before the horse here, but you've got a proxy to get to 25% as part of this transaction.

So should we be expecting, once the transaction closes, that Charter's going to be a big buyer of the stock and, given you wouldn't be a seller, that your ownership gets about 25% in five years? So that's the way it sort of plays out? Thanks..

So I'll address the issues around the discount. I think, first, I'll comment, and we all have our potential observations on why the discount exists, I would note it got as tight as 2% when we had a more complicated company in the sense that Charter, now Liberty Broadband, shares were inside of Liberty Media.

The discount tightened about 15 (00:13:57) months ago to 2% and now it's widened certainly to the mid to high teens. That seems illogical. There are two potential explanations I can come up with. I'm sure there are others, but two that seem most likely to me.

One is the fact that SiriusXM has been repurchasing shares at a larger percentage of its float than we have as of ours, probably creating, if not artificial, more upward pressure on their stock than on our stock.

And second, the expectation that we might be (14:26) discounted currency and in a negative cycle pay more for the stock of SiriusXM with a discounted Liberty currency. I've noted we're thinking about ways to attack both of those, but I can at least jawbone the second part and say we're not going to do that.

I think if you looked at our history, we've shown patience. SiriusXM is repurchasing at an aggressive rate already and increasing our ownership every day and doing it at no premium.

And so why we would go and spend our valuable currency, which is trading at a discount, and pay a significant premium? It seems like an illogical path and one that we probably won't pursue.

If you need a witness on that, look at what we've done with HSN where when the stock was weak, we bought more, we bought right up to our limit, and we have not pursued with a relatively less valued, in our judgment, QVC currency and an acquisition of that. So that's more an observation.

There are a lot of financing techniques we can use to look at to tighten this. But the reality is we are long-term holders and to the degree the discount gets big enough, we'll treat it as an opportunity to buy, not something that needs to be jawboned.

On Liberty Broadband, I can't project, because you are jumping a little bit ahead, but if you look at most of the projections – I can't forecast rather, but if you look at the projections put forward in the proxy, you'll note that the company significantly de-levers based on the cash flows generated post the Time Warner and Bright House transactions.

And I would expect that, all things being equal, Charter has shown an ability and a desire to maintain relatively higher rates of leverage than our forecast there. And the logical way, assuming no other acquisitions, would become some level of share repurchase and that might lead to our increasing our stake.

Alternatively, we've shown an ability, as witnessed by the transactions that we announced back in May, an ability to find capital, people will invest alongside us in Liberty Broadband. And if that was a way to increase our stake, we could go that way as well. But I'm not sure that will be necessary..

Great. Thank you..

Your next question comes from the line of Matthew Harrigan with Wunderlich Securities..

Thank you. I actually have a Braves question. You had a big announcement with MLB Advanced Media yesterday and NHL that sort of looks interesting on the sports streaming side.

How do you think that really affects the sports market longer term? And when you think of the value of the Braves, it's always been kind of a set piece value off Forbes or whatever, and obviously all of us are aware of the issues on the TV rights and all that.

Is that something you think could actually have a pretty wide collar with a lot of upside, depending on how circumstances play out? Thank you..

Yeah, Matthew, look, I think you first have to tip your hand to the job that Bob Bowman and the BAM team have done in building an unbelievable platform.

Some people look at baseball as the less advanced, more the stodgy old guys, and the reality is on the technology side, the digital side, they're ahead of all the other major sports and have taken advantage of that technology, not only to build a great business for themselves, but to provide the technology to third parties, including people like HBO.

Now they've taken the next step and potentially are looking at not just distributing other people's rights for them, but owning those rights and building a broader service. I think that's something that's very appealing.

It could potentially be the effect, if not completely the Netflix of sports, in some sort of subscription service, and it's something that accrues quite a lot of value to the owners of baseball..

Thanks, Greg..

Thank you. Your next question comes from the line of Bryan Kraft, Deutsche Bank..

Hi. Good morning. I just had a couple of questions, I guess, Greg, following up on Vijay's question on Liberty Media and the discount.

For some of the smaller stakes, do you think there's an embedded tax liability on some of those stakes that's driving the discount? And can you talk about what tax assets or offsets you have that we should be thinking about that could shield any of that potential tax leakage? And then I had one after that on the Broadband side, if you don't mind..

Sure. Well, one could certainly – I think that's a fair guess, and I wouldn't claim to have a crystal ball on all the reasons for the discount. I try and point out the market's lack of respect for us on that. Our history has been not to find those or liquidate those assets other than in a tax efficient manner.

I think we noted that we did get some liquidity on some of our smaller stakes during the first half of this year, all in a tax efficient manner.

I don't think we're going to tip our hand to all of the potential future attributes we have on the tax side, but I think it's fair to say we will find ways to liquidate those over time in a more tax-efficient manner.

Or, if we do it in a way that is tax inefficient, it's because we find the need for the capital and the reason for investing the capital pretty damn compelling. i.e. if we found exactly the right opportunity, might we do something? Sure, but it'd have to be a heck of a investment.

So I don't think we're going to do something that's tax irrational, that's not been our history..

Okay, great. And then on the Broadband side, I had two questions, I guess. One, just wondering how you think about Altice as a potential competitor for additional cable acquisitions? And then also, I was wondering, just on the Starz side.

I mean given how Starz is trying to be sort of a bigger friendly premium network to the cable industry and your ownership of Charter, are you trying to sort of cultivate more of a working relationship there? Do you think that there's an opportunity for Starz and Charter to do something that's innovative that could be value-added for both sides?.

So first on Altice, I think you have to give your pat to Patrick Drahi and Dexter Goei, how they've done a heck of a job rolling up the things that they've done. One may argue or contest some of the prices they paid; they certainly pushed us perhaps a little bit higher on Time Warner than we would have liked.

But you have to say they're acting quite rationally given the power of their currency and the model that they've developed and their ability to find cheap financing. So I think that they're a fearsome competitor, and I tip my hat to both of them.

Could they be a competitor for future acquisitions? We've got kind of two big ones on the table right now, so we're not exactly looking at the future ones. We'd like to get these two cleared. But you have to tip your hand for what they've done both in Europe, Latin America and here in the U.S.

On the question around Starz, I think there is a lot of potential for Starz to be, if not the house brand, a more friendly brand to cable MSOs. Why? We're not pulling a long chain of other channels. We have acted quite friendly in terms of removing our Netflix relationship.

We've acted friendly in terms of investing in content that we think has demand and is valuable. And I'd love to see, and I think, Chris Albrecht would too, us do more with all of the cable MSOs and particularly Charter, given our relationship. I think that's possible and I think it would be beneficial to both parties..

Great. Thanks, Greg..

Your next question comes from the line of Tom Eagan with Telsey Advisory Group..

...on the changing negotiating leverage between the cable operators and the programmers. While the operators may have more leverage if the programmers....

You were cut off on the first part of that. I didn't hear you. Could you start from the beginning of the question....

Sure. Of course.

Is this better?.

Yeah. We missed like the first like three or four words. It like jumped into the question. I didn't hear the beginning..

Okay. Curious for your thoughts on the changing negotiating leverage between the cable operators and the programmers. So while the operators may have more leverage, if the programmers launch an over-the-top service like HBO or CBS, doesn't the operator lose that leverage if their programmer blocks access to their site to the data subs? Thanks..

I think that the continuing dance between the leverage on operators and programmers is usually dependent on the strength of the programmer versus the strength of the operator. And if you have particularly strong content, you're pretty compelling.

If you're an operator with a larger market share and against a smaller programmer with less powerful content, less compelling content, you probably have more leverage. The fact that more of this content is being distributed in other places does certainly tend to give more leverage to the operator because there are alternative ways to find that..

Yeah..

And I think the practice of blocking broadband subscribers from open sites is really hard to see how that continues forward in the world because it seems pretty prejudicial.

I'm not talking on the legal standpoint from, but certainly from any PR standpoint, a operator which decides, rather a programmer which decides they can block access to that site for a certain class of customers, that's pretty prejudicial at least in public statement, if not legally..

Yeah..

So we'll see how that goes..

It looks as though, in terms of the FCC waiting to start the clock on the Charter deal with Time Warner Cable, it seems as though there is some difference of opinion between the Republicans and the Democrats at the FCC. A lot of it has to do with the changing of the privacy laws on the information flow.

Any thoughts on that?.

No. I'm going to stay away from that..

Okay. Thank you..

Thank you..

Your next question comes from the line of Amy Yong with Macquarie..

Thank you. Two questions. In the past, I think you've expressed interest in raising your stake in Live Nation. What is your appetite for that asset at this point and how do you view valuation from here on out? And then what's the latest on your litigation with Vivendi? I think it's been reported that you've looked at the Universal Music Group.

Might that still be in the equation? Thank you..

We think Live Nation is a great asset. I think a while ago we reported we had an open forward. We've not yet reported on any change in that, but that must speak to some degree our desire or interest in further investment in Live Nation. But obviously, as we sort of go back to my comments about SiriusXM, it's all price dependent.

We try to show some discipline. And then on Vivendi, I think, put aside rumors, we'll comment directly. We have a lot of things going on with Vivendi. SiriusXM is a large consumer of its content, they have a relationship with Live. We have a judgment against them, which has not yet been affirmed.

And there's potential other things we can do with Vivendi, or rather with Universal Music that are interesting. So we'll see where it goes..

Great. Thank you..

Our next question comes from the line of James Ratcliffe with Buckingham Research..

Good morning. Thanks for taking the question. One on Media and one on Broadband if I could.

First of all, on Media, are there any limitations on your ability to, say, borrow against the Sirius stake should you want to, say, accelerate the buyback at LMCA, given the discount? And secondly, on Broadband, your TWC collars are pretty much in the red at this point.

How do we think about what happens when the Charter-TWC deal closes? Do those roll forward or do they get paid out in cash and are there tax consequences? Thanks..

Okay. So on what we can do against our borrowings, I don't think there's any legal limitations or market limitations in practicality. That's the thing that would constrain us in some way. And on Broadband, I believe we've now disclosed that we're out of those collars. Those are terminated..

Okay, great. Thank you..

Thank you..

Your next question comes from the line of Barton Crockett with FBR Capital Markets..

Okay. Thanks for taking the question. I was wanting to ask about the ownership, the creeping ownership at SIRI, as you're at 59%, I think you were at 57% last quarter. In a year or so, you'll be up pushing 70% at this pace.

Now at what point do you think, Greg, it becomes incumbent upon SIRI to maybe stop buying back shares or stop buying back shares as your ownership accretes? And can you walk through some scenarios that tell us how we would get out of that situation once we get there?.

Well, I think that's one that you're going to have to address more to the independent directors and counsel at SIRI. It's not our challenge, per se.

I would state that sheer math would say, from Liberty's perspective, if they wanted to pay a big one-time special cash dividend because they got too high on the buyback and remembering our discount at LMC, we wouldn't probably complain because even after the tax at the moment that we would pay on that kind of a distribution, we'd be effective at buying our own stock back and still be able to capture more value.

So I think are other things they can do. Look, they're a cash flow generating machine. There are other ways they can deliver value to their shareholders at some point, if our ownership gets too high, because of liquidity concerns or other concerns..

Okay, great.

And then one other quick thing, just a follow-up here, but there was a question about Vivendi, but where are we in the litigation process right now?.

I'm going to turn that over to our esteemed General Counsel, Mr. Baer..

The matter has been fully briefed before the Second Circuit and we're waiting for the Second Circuit to set oral argument, which we hope to occur this year, and then a decision sometime in the first half of next year..

And the interest rate litigation....

the judgment, and then the interest..

Yes. So of course, Vivendi is attempting to overturn the judgment, but we also are appealing an issue as to what is the applicable pre-judgment interest.

And the court imposed a very low interest rate and we believe, and are confident in our belief, that the New York State interest rate of 9% applies for pre-judgment interest, which has a significant impact on the overall amount we can recover..

Okay, great. Thank you..

Thank you..

Thank you. The last....

I believe it's our last – go ahead..

Your last question comes from the line of Mike Mitchell with Locust Wood..

Sorry, guys. Question has been answered. Thank you very much..

Okay. I think we're done then. Operator, thank you very much. And audience, thank you very much, again, for your continued interest in Liberty Media. Hope to speak with you next quarter, if not sooner..