Courtnee Chun - SVP, IR Greg Maffei - President and CEO Mark Carleton - CFO Albert Rosenthaler - Chief Corporate Development Officer.

Jeff Wlodarczak - Pivotal Bryan Kraft - Deutsche Bank Barton Crockett - FBR Vijay Jayant - Evercore ISI Ben Swinburne - Morgan Stanley Tom Eagan - Telsey Kannan Venkateshwar - Barclays Jason Bazinet - Citi Matthew Harrigan - Wunderlich Securities.

Ladies and gentlemen, thank you for standing by. And welcome to the Liberty Media Corporation third quarter earnings call. [Operator Instructions] As a reminder this conference is being recorded to November 8, 2016. I would now like to turn the conference over to Courtnee 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, and proposed acquisition of formula one and the anticipated timing for closing revenue acquisition, the future performance of Live Nations, stock repurchases, the construction of the new ballpark 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, satisfaction of conditions to the proposed acquisition of formula one, 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 adjust OIBDA. The required definition and reconciliations, Schedules 1 and 2 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.

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 statements 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 introduce Greg Maffei, Liberty's President and CEO.

Thank you, Courtnee. Good morning to all of you. Today, speaking on the call, we will also have Liberty's CFO, at his inaugural debut Mark Carleton, and during the Q&A, will be available to answer questions related to Liberty Broadband as well as the Liberty Media.

So first looking at Liberty media overall, I'd note one more time our composite NAV discounts persist. They are weighted a little heavily towards LXSM and certainly wider than we would have anticipated. But of course, that can create opportunity and I expect at some point we will take advantage of that.

As you likely know, our big news for the quarter was our investment in and pending acquisition of Formula One. We were very excited to announce this deal back in September. Our initial investment was for 18.7% and that closed concurrent with the announcement. We also completed a 0.4% follow on investment on October 27th.

So we currently own 19.1% of the fully diluted Delta Topco parent and plan to close the acquisition for the balance in early 2017. As I hope you know, F1 is an iconic global motor sports business and this was a unique opportunity to own a global sports franchise, of which there are very few.

We see a tremendous opportunity in this business to improve performance on the operating side and the financial side in all segments, whether it would be venues, broadcast or sponsorship, as opportunity to grow revenue and also to develop new lines of revenues, especially around digital and merchandize.

Chase Carey has joined already as Chairman and is diving into the business. We think he is a perfect fit.

On the operational highlights, so with our pricing -- at our consolidated Sirius XM which had another outstanding quarter, increasing subscribers to approximately $31 million, third quarter revenue was $1.3 billion, up 9%, a quarterly record high and adjusted EBITDA grew 10% to $492 million.

During the quarter the Company announced its intention to institute a regular quarterly dividend, which came to $200 million roughly annually, and increased the share buyback authorization by another $2 billion. As of October 25th, Liberty's ownership in Sirius XM stood at 55.5%.

Live Nation had a record third quarter, revenue up 21% operating, operating income up 25% and adjusted operating income AOI up 14%. During the quarter the Company refined its debt profile, lowering the cost of its debt and extending maturities. As we look ahead, lots of exciting indicators through October.

Concert ticket sales, pacing 14% ahead, contracted sponsorship and advertising net revenue up 12% and the pipeline for 2017 looks very promising. Turning to the Braves. They finished the second half of the season with a very strong performance after a very slow start. Post the All-Star break, we recorded 37 and 35 record and 120 of our final 30 games.

The offense ranked fifth overall internationally, post the All-Star break. We named Bryant Snicker [ph] as manager for the 2017. We are excited to have him back based on his performance in the back half of this year. We continue to make progress at SunTrust Park and the related battery Atlanta real estate development.

We recently announced details for the residential portion, home of the battery Atlanta with preleasing beginning December 2016. We also announced additional restaurant and retail partnerships, including a long-term agreement with Mizuno as the official baseball gear partner for the Braves.

Turning briefly over to Liberty Broadband, Charter reported excellent results. Total revenue was up 7.4% with double digit growth in Internet SMB and advertising, obviously in part due to politics.

Net income was $189 million and adjusted EBITDA was $3.6 billion, up 14.5% versus a proforma 2015 and up 15.1% excluding transition costs incurred in the quarter. We saw a strong subscriber growth in broadband and video. Charter also initiated a share buyback.

And with that let me turn it over to Mark to talk about our financial results in a little more detail..

Thanks Greg. Given our plus 65% ownership with Sirius XM and control, its results are consolidated in with ours. To look at their results and look at their publicly traded, documents, you can go right to their website and see those.

At quarter end Liberty Sirius XM group had attributed cash and liquid investments of about $611 million, of which $572 million is held directly at Sirius XM. Excluding that Sirius XM amount, the group had cash and liquid investments of $39 million.

The Liberty Braves group had attributed cash and liquid investments of $109 million and the Liberty Media Group itself had attributed cash and liquid investments of $220 million. At September 30, the Liberty Sirius XM group had an attributed principal amount of debt of $6.4 billion, of which $6.2 is directly at Sirius XM.

The Liberty Braves group had attributed principal amount of debt of $220 million and The Liberty Media Group itself had attributed principal amount of debt of just less than $1.5 billion.

In the third quarter the Liberty media group tracking stock incurred around $15 million of SG&A expense, including stock comp, which excludes amounts allocated to Liberty Sirius XM and to the Liberty Braves tracking stocks.

For the quarter about 14 million of the SG&A expense, including stock comp with allocated the Liberty Sirius XM group and less than $1 million was allocated to the Liberty Braves group. With that I'll turn it back over to Greg..

Thank you, Mark. To our listening audience, we appreciate your continued interest in Liberty Media. We are excited and expect to see many of you on Thursday at our Investor meeting in New York. If you haven’t registered yet, you risk the wrath of Courtnee, but please do so by using the link on our homepage.

And with that operator, I'd like to open up for questions..

Your first question comes from the line of Jeff Wlodarczak with Pivotal..

I wanted to focus on F1. Greg, I was hoping you comment on the potential -- for you also created in F1 OTT product. It seems like something you generate very attractive potential upside. Is that something you could rollout fairly quickly in the context to your F1 broadcast current rights? And then I have got a follow up..

Thanks Jeff. I think we are also very excited about the idea to try and utilize the massive amounts on video feed and data that we have in a premium type product, and given the global nature and extremely dedicated fan base we have, it would seem like an OTT product is something that makes a lot of sense for them and us.

We do have some things to work through on rights. I don’t think they are impenetrable, but the things we work through, and we also just need to do -- workout relations with the teams on how we handle it all. So there is not only some on the product side, but there is some licensing work. But I don’t think it's unsurmountable.

How exactly the form of any product may take, or what we may do, I'm not yet sure. We're still at early days. But I agree, there's a lot of potential..

Thanks.

And then more broadly at this point, Is it reasonable to assume with F1 THAT perhaps you may have to take a step back financially before two steps forward as you are investing or can you accelerate the natural growth while you are investing?.

I think we are still trying to get a handle on that exactly. I don’t anticipate massive reduction in operating performance. there are some positives coming in, including some broadcast revenue in some cases, but I do think we will be making some investments. Part of it is management, part of it is in areas like the OTT product that you just mentioned.

I don’t think those are going to be massively dilutive, but I do think we will be making investments..

Your next question comes from the line of Bryan Kraft with Deutsche Bank..

Greg, if I understand it correctly, the Braves is the only active trader business within Liberty Media right now. My question is do you need to have an ATB within Liberty Media and what are the implications of not having one? What does that limit you from doing? And when would Sirius and Formula 1 become ATBs? Thank you..

Thanks Bryan. I think that’s right. The Braves are the only ATB, though not actually quite true. Because if you look at the Braves within the Braves, they are the minor-league team's quote, are ATB themselves. But the Braves organization I would say holds the only ATB at the moment. The ongoing impact of that today is zero. We have an ATB refine.

We've learned at Liberty you can have ever enough ATBs. We try to warehouse them, because it's creates flexibility around structuring.

What will it mean? What does it mean in terms of when does Sirius XM become an ATB, we need to get to 80% of built in value for five years, where there are some extenuating circumstances about how you got there and in what timeframe that maybe could mean that Sirius could be accelerated more quickly given the history we have with it.

But Formula 1 is a long way away..

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

A couple of questions if I could; first on the arrangements with third parties for the Formula 1 investment.

Could you just give me that the rationale for that? Is this mainly a way to help the owners of Formula 1 get cash quicker without having to be subject to lock up, or is there some idea that by using these third parties that you might get people who would be longer term investors potentially than the core holders of Formula 1?.

I think there are couple of thoughts there. One is yes, the CBC group, the legacy owners have been in for long time. We did give them some cash and they made the bet that the continued ownership stake that they hold would grow under the management of Chase and Liberty. They've gotten some of that bounce already, but I think they see more upside.

They're talking about potentially selling a -- something like a third of what they have left, which will leave them still at about half of what they had when we started being involved. We'll see how those exact numbers shake out.

Importantly one of the groups that's being discussed is an investor to take some of their stake, sort of the minority of their stake is teams themselves, and we will consider that quite a positive in terms of banks renewal relationship and lining our interest with the teams.

I also think everybody is interested in getting long-term shareholders, who are potentially additive to the business but certainly expect to be in for the long ride that we -- long positive ride that we are anticipating. So I think CDC and we are aligned..

Okay, alright. And then if I could switch gears a little bit on Liberty Sirius tracking stock.

You guys for a while have called out the discount there and I'm just curious why haven’t you pursued ways to do share repurchase there, and in that vein, now that you are getting a share of a dividend from Sirius, could that provide some liquidity for a start of the share repurchase at Liberty Sirius?.

Well I think we've noted in the past that probably the largest single factor for why there is the discontinuity between the two stocks is the relatively larger buyback against the something like $7 billion to $7.5 billion in equity value.

You have the $2 billion run rate buyback at Sirius versus the 13ish NAV, 11.5 market cap of the LXSM stock and we have relatively less fire power. With the dividend, we'll have more, but we've hoped that it would close of its own accord.

We've hoped that people would arbit for us, there may the day when we do that work ourselves, but I don’t think we have yet sufficient firepower to really make it happen. So we're going to pick our moment when it makes the most sense. .

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

So Greg, first on charter, your ownership is split across two tickers and two different corporate entities. Does it make sense to consolidate that ownership into a single entity? And if so what are the plus and minuses and how would that possibly happen if you had to walk through that process? And I have a follow-up..

Would it make sense? Absolutely. It is simple? No. So it would involve some hurdles and hoops that I think we think about ways to do but they are not without -- there are costs or lack of opportunities or flexibilities that we may lose by doing that. So we weigh those various outcomes and we think about which path we'll ultimately take.

So we don’t have one obviously to announce today. Would life be easier, if they are on one place? I look back, if there were not four Liberty or five Liberty companies, life would be easier, but sometimes you do what you can and there are other tradeoffs and benefits to having them split up and having it different places. So we carry on..

And then on Sirius itself. Obviously I think this is the only Liberty entity that has a recurring dividend.

So is there sort of a philosophical change there and why 1% dividend yield? What's the plan to make that a like a market dividend yield going forward? Obviously you would be a key beneficiary at Liberty Sirius, to close the discount with the proceeds. So just talk about philosophically dividend prospects as to their [Indiscernible]? Thanks..

I would say in general philosophically Liberty is -- these dividends are not the most attractive way to return capital to shareholders. It’s a forced sale of ownership rather than a voluntary one, unlike a buyback. It has tax consequences unlike a voluntary one, unlike a buyback.

Those cash consequences I would note are somewhat mitigated by Liberty given our DRD exclusion, but retails holder and many holders, some would be non-taxable but others would fully taxable and that’s probably less than ideal for them. So we have been in general less enthused about dividends. It's not the case that we never had dividends.

Witness we already paid a one-time special dividend here at Sirius XM, and I believe we've had other dividends. But I've outlined, as I said a minute ago, the think reasons why in general we're not for them.

I think here the thought was in some quarters that high free cash flow, perhaps attractive different segment of investors who would not come to the stock for other reasons because there wasn’t a dividend. And so we started with a relatively modest dividend, as you know, 1%.

But it's not unusual when dividends are initiated that they are that lower end and given the growth vehicle here. And nor did we want to deter from the rather large buyback in percentage terms that we are still executing upon. So weighed all that, came out with a dividend which we hope will attract some investors.

There's been some positive feedback but I don’t see a fundamental change in philosophy at Liberty..

Your next question comes from the line of Ben Swinburne with Morgan Stanley..

I want to come back to Formula 1, maybe for Mark. At this point with the margin low I think closing next couple of days, is the financing all in place to close the second piece of the transaction and any thoughts on permanent financing for the margin loan piece.

I assume that constantly you're going to keep sort of keep sort of input perpetuity?.

Yes, I think the financing is all in place right now. We obviously, as we do with all of our companies look at financing alternatives and different ways to be more efficient than our financing and more efficient and focus with our leverage, but everything is in place now to do what we need to do.

And we will keep our eye on the markets and what's happening. And when the time comes, certainly when we get to closing this transaction, we'll able to have a lot more direct involvement in that financing or what we do with it. But we're paying attention..

Okay good. And then just on tax, the tax position of Formula 1 as it gets folded into Liberty, very free cash flow generative business. I noted there are some tax assets -- not tax assets but some tax losses in your proxy filing.

What do you expect if any leakage in terms of up streaming cash flow out of Formula 1 to the parent over time? Should we be assuming that’s sort of tax free, with the UK tax rate -- any helpful thoughts would be would be helpful..

I'll turn it over to Albert, and let him answer..

With respect to Formula 1, we retained their tax NOLs and position with respect taxability in the UK. As we noted earlier, there are some changes anticipated in the UK tax rates, and with respect to the utilization of losses and interest reductions. So that will have a modest increase in the UK taxes.

We were able to set up the acquisition structure, such that we do not believe there is any incremental tax on the repatriation of earnings back to the U.S. though. We've been able to replicate their structure..

Okay, great And then lastly just the FIA, if could you just maybe spend a minute on the relations within the FIA and Formula 1, and whether you -- I'm assuming you do, but just any color on the approval of FIA for this transaction.

I think the deal closing it's subject to their approval?.

You are correct, it is subject to their approval. Chase, Carrie and I have mate with the FIA in particular John Todd, the head of the FIA several times and had good conversations with them. We are proceeding forward with the necessary processes they have for change control and I have every reason to believe we will have the favorable outcome..

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

First on cable, Greg with all the live OTT video offers coming out, whether it's Google's or DirecTV now, how competitive do you think they can be as a real substitute for primary offerings at that pace to a TV operator? And then I have a follow up. Thanks..

Tom, I think it remains to be seen. You are seeing some traction on these but mostly subset. My understanding is for example, the DirecTV now doesn’t have broadcast packages and so by definition that’s going to reduce some segment of the market that doesn’t like it.

They are clearly priced competitively in a sense that it doesn’t appear that there is much margin in the video content cost versus what they are charging for these folks, and maybe are achieving some other strategic goal out of it, but they are not necessarily achieving an attractive video offering price, or video offering opportunities for themselves.

But I don’t yet -- we don’t yet see wholesale substitution for video package offered by cable operators and the like..

Right. And then separately on Liberty Media, with the investment in F1 -- what does that mean regarding to Live Nation investment? Does that still fit in the current vehicle and are there operational synergies between and Live Nation? Thanks..

I think there are. I'll handle the second part first. I think there are places where Live Nation can be helpful to Formula 1. There are some involvements already. For example, Live Nation has helped organize concerts around some of the recent events.

Live Nation has helped with some of the general venue and set up and event processes and event ticketing and the like for example in Singapore. And under our place I think that they can be positive for each other, but particularly where Live Nation can help Formula 1. Our F1 and Live Nation are not on the same business.

I think that stake is important but obviously, the stake in Live Nation is smaller than the stake in F1. We'll see where the -- what the eventual side of our F1 business will be. We will see what the right place for that. We are very excited about Live Nation. The number they produced were great.

The numbers looking ahead look good and we think there is a lot strategic things we can do across the Liberty family with Live Nation. So it's certainly something we appreciate..

Your next question comes from the line of Kannan Venkateshwar with Barclays..

When we look at the Liberty portfolio right now, there's a number of content and distribution companies across the structure.

Is there any advantage structurally or strategically to collapse this maybe into one holding company, especially in the context of AT&T, Time Warner, Comcast, NBC and so on and so forth?.

We weighed as I mentioned I think earlier. There is some recent benefits to keeping beings together in terms of ease of operating but there are also difficulties and challenges around some, what -- incentivizing management teams, attracting shareholder groups that are most focused on one thing or the other.

So we don’t have any current plans or intent for that and I think we can find a ways to get these groups to work together positively without certainly collapsing our current structure?.

Okay, and secondly, I think you guys also issued a convert referencing charter. Just wanted to understand what the thought process there was.

Why charter instead of the other stocks in that portfolio and how you guys think about which equity to use or something like that?.

Can you just repeat the first part?.

Yes, essentially why charter stock for the convert instead of other stocks in your portfolio and you can [Multiple Speakers].

Because we have a lot of it and we didn’t give up much upside and it was a very -- it was a big free liquid stock relative to other choices. So we got good execution. Doesn’t speak to our use on charter. I think we've been pretty positive and charter if you look at the call spread we gave -- we gave a lot of upside filing that charter stock..

Your next question is from the line of Jason Bazinet with Citi. .

I just have two questions. If I remember correctly, when you created the three tracker stocks under Liberty Media, you decided the reason to split the Braves ownership between the Braves tracker and Liberty Media tracker, because you wanted a source of liquidity at Liberty Media.

On the back of the Formula 1 transaction, is that need still there? That's my first question. And my second one is when you announced the Formula 1 transaction, I don’t remember you guys ever sort of exclusively residing a value of tax assets. We just got that the tax rate would be low and you could repatriate it back to the U.S.

I remember that but is there an explicit value that we're missing when we think about value of this asset? Thanks.

So on first on the liquidity, I would not describe us today compared to where we've been over the last 11 years since I've been here, which is about 11 years ago today actually. That is highly liquid. At various times we've been really highly liquid. So it's kind of like glory [indiscernible] never too rich or too thin.

More liquidity is probably a good thing and we think there will be environments going forward in which we may be able to use but that liquidity to work and we've already spoken in the past about our desire as much as possible to find scale opportunities and utilize and build our capital up to invest in those scale opportunities.

So I think this is just one more chip in building that pile and helping us do that and it's a tax-free way to get money out of the Braves that we enjoy. On the second part there is no explicit tax assets other than I think we have as we said an attractive low tax structure, low tax rate structure and a full basis on our ability to repatriate capital.

There are EBITDAs loss..

There are some losses but it's not as large as the overall rate is, quite low given to the structure that we have. .

It's not a significant tax asset at all..

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

Steve Balmer [ph] and that new contract between the Clippers and Fox Force [ph] is really talking up, the flexibility and for AR and VR, rich data, social media et cetera, how difficult that is to accommodate and he was actually really yearning to have a smart facility like SunTrust Park, you move beyond the Staples Center.

You have got so much going on over F1 as well. And I know they're working on Qualcomm and Snapdragon slide and all that on some of these new toys.

How do you feel about how the rights for new technologies and new modes of viewing and experience get divvied up between the kings in the leagues? Is that something's that’s -- the ownership structure over at F1 is so complicated, and I guess you probably have some issues within LB [ph] as well.

I know it's kind of a fuzzy question but there is so much potential there..

Yes, I don’t think we have too much of an issue with F1, where we think we have much clearer title and much clearer path on rights. Baseball as you rightly noted is much more complicated with divisions around the broadcasters, around the teams and around them, on who has those rights. I think that’s more complicated.

But I would also note that Baseball, which in some ways is the oldest and perhaps viewed in some circles as among the most stodgiest of sports has also been far and away most advanced in terms of getting over the top product.

And you have to give full credit to Bob Bowman [ph] and the BAM [ph] team for what they've done there and I think we're certainly thinking about what the impact of VR is, what the impact of AR is and how to enhance that baseball experience..

Operator I think we're through for the day. Thank you very much to our listening audience and as we said, we hope to see some of you in couple of days in New York. And if not, hope to speak to you next quarter, if not before. Thank you, very much..

Thank you. This does conclude today's conference call. You may now disconnect..