Courtney Chun - Senior Vice President, Investor Relations Gregory Maffei - President and Chief Executive Officer Christopher Shean - Senior Vice President and Chief Financial Officer.

Amy Young - Macquarie Eric Pan - JPMorgan James Ratcliffe - Buckingham Research Barton Crockett - FBR Capital Market Matthew Harrigan - Wunderlich Securities Jason Bazinet - Citi Tom Eagan - Telsey Advisory Group.

Welcome to the Liberty Media Corporation 2015 fourth quarter earnings conference call. [Operator Instructions] I would now like to turn the conference over to Courtney Chun, Senior 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, the creation of the new tracking stocks, the distribution of subscription rights, and the subsequent rights offerings, stock repurchases, the construction of the new stadium for the Atlanta Braves and the associated mixed-use development 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, the satisfaction of conditions to the creation of the tracking stock, and the distribution of subscription rights and the ability of Liberty Media to realize the expected benefits of these transactions, and market conditions conducive to buyback.

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 definition 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.

With that, I'll turn it over to Greg Maffei, Liberty's President and CEO..

Thank you, Courtney, and good morning to all of you out there on the phone. Today speaking on the call, besides myself, we'll have Liberty's CFO, Chris Shean. During the Q&A, we'll also be happy to answer any questions you may have related to Liberty Broadband. First, focusing on Liberty Media.

A mere 13 years in the making, we are very pleased to announce the settlement of our Vivendi litigation with a payment of $775 million. After payments to some other parties, including some lawyers and some government payable taxes, we'll net after-tax proceeds of approximately $420 million [indiscernible].

The S-4 related to the recapitalization into three tracking stocks was declared effective by the SEC on February 19. We have a stockholder meeting scheduled to vote on these on April 11. So let me focus on the operational highlights for a moment, beginning with SiriusXM, which again posted very good results. Subscriber count increased to 29.6 million.

2015 revenue totaled $4.6 billion, up 9%. Adjusted EBITDA grew 13% to a record $1.66 billion. Notably, during the quarter, we signed a long-term agreement with Howard Stern, which includes his extensive audio and video library. And as of the end of January, Liberty's ownership stake stood at 62.1%. Turning now to Live Nation.

Live Nation had a record year as well. Revenue, adjusted operating income, and free cash flow were all up 11% in constant currency during 2015. Live Nation promoted 25,000 concerts last year to 63 million fans. At Ticketmaster, GTV was up 12% in constant currency and Ticketmaster processed a record 530 million tickets globally.

Live Nation continued its international expansion in 2016. Live Nation Canada acquired investment portfolio from Union Events earlier this month, and we acquired a controlling interest in South Africa's leading concert promoter earlier this week. And lastly, looking at the Braves, SunTrust Park construction continues.

We've reached the 50% completion stage. The project is 95% designed and approximately 75% leased or committed. In December, we closed on the mix-used financing, totaling $207 million. And looking at the operating performance and prospects for the team, we've dramatically strengthened the farm system and are generally ranked number one by most pundits.

Turning for a moment over to Liberty Broadband. Charter's results continued to be impressive. Strong growth in customer relationships PSUs, 2015 revenue was up 7.1%. Adjusted EBITDA was up 6.8%, and excluding transaction transition cost related to our pending Time Warner and Bright House transactions, would have been up 8.5%.

Free cash flow grew to $550 million in 2015, up from $170 million in 2014. And again, excluding M&A-related costs, free cash flow would have been over $1 billion, up $700 million from 2014. 2015 marks the first full year in over a decade, in which Charter grew total video subscribers.

We remain very excited about the prospects for Charter, Timer Warner Cable, and Bright House coming together. The ability for Charter to apply, if successful, all digital strategy, simplified pricing and other aspects of its business model across this larger footprint is going to have compelling results in our judgment.

Notably, the regulatory process is progressing. Lastly, we look forward to seeing you all at the upcoming conference season in March. And with that, I'll turn it over to Chris, to talk about our financial results in more detail..

Thanks, Greg. As we've pointed out in previous quarters, since we control and consolidate SiriusXM, the numbers are included in our filings, but we suggest that you refer to their separately produced financial statements and information for the purest view of their results.

At quarter end, Liberty had cash and liquid investments of $216 million and principal amount of debt of $6.9 billion, which includes $5.5 billion of debt at SiriusXM and a margin loan at Liberty. Included in the $216 million in cash and liquid investments balance at December 31, 2015, is $112 million held at SiriusXM.

Liberty's cash and liquid investments, excluding cash held at SIRI, was $104 million. Uses of cash at Liberty in the fourth quarter included closing out the forward contract to purchase Live Nation shares for $236 million, share repurchases, and capital expenditures for the Braves Stadium development.

This balance does not include cash from the Vivendi settlement. Now, I'll turn the call back over to Greg for Q&A..

Thanks, Chris. To the listening audience, we appreciate your continued interest in Liberty Media. And I'd now like to open it for questions.

Operator, please?.

[Operator Instructions] And your first question comes from the line of Amy Young of Macquarie..

Two questions. First, Greg, can you talk about, obviously, there is a lot of dislocation in the market right now.

What are some of the opportunities that you see, particularly now that you have so much cash from the Vivendi proceeds? And then, secondly, do you actually need a tax capital opinion before your shareholder vote?.

First, I think on market opportunities, one of our experiences is that it generally takes longer for sellers or potential sellers to come to grips with new market conditions than the buyers think they ought.

But we do certainly see places, where things are attractive or more attractive than they were, and that's probably part of the reason the settlement with Vivendi appeared certainly more compelling than waiting given the opportunities we cash.

Some of those opportunities certainly relate in our own portfolio where there are dislocations, as you noted, between our stocks and some of the underlying components. That will hopefully become more clear upon the completion of our three tracking stock transaction in April. And so we watch all those with interest.

I'm not exactly prepared to announce which one today, but we'll move forward. And I don't think we are in the need of any other opinions of counsel. We are set to go with a vote on our tracking stock structure on April 11, I believe, yes, and move forward..

We should complete the restructuring within a few days thereafter..

Thank you, Chris.

Your next question comes from the line of Eric Pan with JPMorgan..

So we saw the financials on the Braves and S-4 and seeing how it doesn't generate a lot of cash flow, how should investors go about valuing the franchise? How did you go about it when you bought the assets, and are there any other public comps out there that we can look at?.

These are like almost mystical questions, valuing baseball teams. So I'll work backwards.

We certainly look at some comps on where things are traded when we bought the team, and remembering that we paid something like just under $450 million, looks like a pretty attractive transaction on its surface, but when you dig a little deeper, remember we had something like $300 million of tax savings on how we execute the transaction; it looks a lot more attractive.

I think the best way to look at this is comps. And unfortunately, they really aren't comps that publicly trade. There have been comps in the private market transactions, where portions all obtained have been sold.

And those multiples have generally been a multiple of revenue and those have moved somewhere between, say, 3x and 4x, up to maybe more like 4x to 5x. And that would only be, what I understand from observers, we certainly aren't proposing a value in the market, that's what the market is going to get to do itself.

But I'm afraid that looking for cash flow from baseball teams is hard. Most people think this is one of the better run teams, one of the more financially tightly run teams. And there are quite a lot of other assets that baseball teams' owns like proportionate shares of MLBAM, Advance Media.

So there are a lot of ways to think about it, but we'll see how it trades..

And then on closing the spread, I think most investors are looking for this catalyst that could ultimately complete close to the discounts to NAV.

If the recap doesn't quite do the job or only gets you there half way, because there is still no light at the end of the tunnel in terms of consolidation, is there anything else you can do?.

We may have one or two more ideas, but we'll see how this one goes. And I don't think -- we have to have something to talk about in the next few earnings calls, so I'd not want to tip all today..

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

Two housekeeping ones.

First of all, unless, assume you don't do anything with the cash from Vivendi before the trackers are created, which tracker does it get assigned to? And secondly, you said you closed the $207 million financing for the Braves, is that actually in the debt balances at yearend or is that yet to be drawn?.

So on the first part, that cash will be attributed to the Liberty Media tracker. And by that I mean not the Liberty Braves tracker and not the Liberty SiriusXM tracker. That loss has always been sitting in there. And we have the facility available, but not drawn as of yearend on the Braves facility..

And do you expect to be able to need essentially all that by the time the stadium opens?.

Yes, that's correct..

Your next question is from the line of Barton Crockett with FBR Capital Market..

I wanted to ask a little bit about Liberty Broadband. It's one of the cleaner kind of some of the parts that you guys have, and it trades at a notable discount.

What do you think of as kind of the options that would be most reasonable to look at for closing that? And in particular, after the Time Warner Cable and Charter deal closes, assuming it closes, which we don't think it will, is there any reasons for Broadband to continue to exist or is there any real friction or a reason for us not to think that eventually that would recombine with Charter at some point?.

Well, I think your last point suggests that's obviously one way to shrink the discounts to some kind of recombination with or a combination rather with Charter. But there are other things that you could imagine where we could take advantage of discount through share repurchase or doing things along those lines.

So I don't think we're committed to any one of them. Why does Liberty Broadband exist? I think Liberty Broadband has certain rights, including preemptive rights, including governance rights that are attractive.

And while we think we can be a positive force in Charter and utilize those voting rights, and preemptive rights, and governance rights, we're going to continue to exist and use them. That doesn't say it will be forever. That's been our history, at some point, we generally seek liquidity. But at the moment I think we have a healthy role to play..

And then kind of on a related note here, kind of spanning this call and the next one, once the transaction closes with Time Warner Cable and Charter, ventures will be presumably buying a bunch of Broadband stock at a price that's above where Broadband is currently trading.

So you'll generate an instant kind of capital loss on that, at least for book purposes.

Does that create any opportunities to potentially exit that tax efficiently maybe by spinning the Broadband shares or for dividending them out to venture's shareholders after this transaction is completed?.

Well, I would say a couple of things. First, I wouldn't say we're being presumptuous partner, but you're assuming that that will be the case that the LBRD will be trading below that price. If you look, Charter is already trading above the $176.95 reference price at which we are buying stock.

It's only that LBRD is trading at some discount to be underlying NAV. So I don't think on any realistic value basis, since our belief is we would not get out of the discount, that it will be unattractive.

And I have actually confidence that Charter is going to rise more, partly based on it's operating results and partly as it becomes more clear, the transaction will close. In fact, I perversely kind of wish it would trade below $176.95, because I think issuing the $4.3 billion of stock and anything like that price is not attractive.

And I would prefer that we issue more cash to the Time Warner shareholders and keep the leverage up. But the market is already finding that deal attractive and moving in through the $176.95 price. We would take a little longer perspective and have the belief that the Charter investment is very attractive both for LBRD and for LVNTA.

And that I would only hope it's below the $176.95 on the day we close, I'd love it to be $176.94, not issue the stock. And then have the thing trade up dramatically over the next year or two, because that's my belief as to what will happen..

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

This might be even more mystical than in the Braves valuation question.

But with all the angst over ESPN and even the blowback into the stock prices across the media sector, including your own, and then things happening like the NHL transaction and hopefully a nice product that they've rolled out there on the direct-to-consumer side, what do you think about the long-term delivery of the sports program, including more direct-to-consumer and the leverage for the value of the Braves over time, because you seem pretty confident there's worth more than floors valuation that's a lot of people carry..

I think ESPN is in an unusual situation, where it's gone from about being as perfect as you could be in terms of full carriage, relatively high prices, great ad rates, good viewing, et cetera, to a world where you may have skinner bundles and then not being included. We at the Braves are in a little different position.

Baseball has a ton of sports programming, given the fact there were 162 games, that's very attractive, that tonnage is worth a lot. Bob Bowman at MLBAM can make the case far more articulately than I can.

But in addition, because of the Braves, the nature of where we stood, we don't own our RSN, we don't have -- we had relatively unattractive contracts that we inheritably brought the team that were very long life. They've been made more attractive, but are still probably not, what I would consider, a market rate.

So we probably have more upside than most franchises and do not own our own RSN or even a portion of it. So we're not, unlike ESPN, which went from the heights, we are sitting probably not with the heights of relationships in terms of what we could earn for the value of the team.

So that's why I think there's probably net-net upside to us, even if sports programming in the whole had some challenges..

Our last question is from the line of Jason Bazinet with Citi..

I think a lot of the sports rights revenues that you get are sort of locked up for a decent amount of time through the league.

But do you think that ultimately when you come up for, when the NLB comes up for renewal, that these pay TV challenges will ultimately moderate the value of TV rights for sports in terms of the growth?.

Jason, I would differentiate two things.

There are the national games and we get a portion of that revenue and that has had been raised very attractively, and in fact, Terry McGuirk who runs the team, CEO of the team is on the media rights committee and he's probably been very effective and helpful, given his history in the media business and making sure those rights are valuable to MLB.

There is another portion which is local rights that we have tied up till 2027, very long, the longest wide deal in baseball, but as I said, we inherited when we purchased the team from Time Warner. And that is the portion where I think we are way below market. Obviously market gets tested relatively frequently.

I think the four year deals on the national thing whereas it is untested since we took the thing over in 2007, a 20-year deal on the local. So the opportunity I think was good for national, but particularly good for us in local, given we have this long life contract, which is less attractive than many of our peers.

So I think there is room for one more question, operator?.

Yes sir. Your next question is from the line of Tom Eagan with Telsey Advisory Group..

Question on LMCA, as we approach the upcoming tracking stock split and the creation of Liberty Sirius, I was hoping you could compare and contrast the Liberty Sirius tracker with the old LMDIA Liberty tracker with DirecTV in terms of structure, voting rights and strategy..

So Tom, I would say that they are largely similar. A couple of differences, the voting rights, all those things are largely similar to my recollection. That was a while ago, but as the best I can recap. But that would know, which is in the old LMDIA, we had three RSNs as well as a 57% economic and 48% voting position in DirecTV.

Here we really only have our 62% plus position in Sirius, and it's about as clean as you can possibly be. So I think that's the one contrast between the two positions..

And in terms of the strategy?.

I think we've expressed in the past with our actions and our words that we would love to be owner of 100% of SiriusXM.

I think we've also expressed in the past with our actions and our words, there is a limit of what we're going to pay for that, and our position has gone from being 40.1% or 40.4% when we struck the transaction back in February and March of '09 to being 62%-plus today.

And time is on our side in terms of -- eventually, I believe, we're likely to be the 100% owner at some reasonable price. End of Q&A.

With that, operator, I think we're done. Again, thank you to all and our listening audience. And thank you for continued interest in Liberty, and we hope to see you soon..