UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): JULY 21, 2005
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-20421 84-1288730
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
12300 LIBERTY BLVD.
ENGLEWOOD, COLORADO 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5400
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On July 21, 2005, Liberty Media Corporation ("Liberty") completed the spin
off (the "Spin Off") of its wholly-owned subsidiary, Discovery Holding Company
("DHC"), to its shareholders. At the time of the Spin Off, DHC assets were
comprised of Liberty's 100% ownership interest in Ascent Media Group, LLC,
Liberty's 50% ownership interest in Discovery Communications, Inc. and $200
million in cash. In connection with the Spin Off, holders of record of Liberty
common stock on July 15, 2005 (the "Record Date") received 0.10 of a share of
DHC Series A common stock for each share of Liberty Series A common stock owned
at 5:00 pm New York City time on the Record Date and 0.10 of a share of DHC
Series B common stock for each share of Liberty Series B common stock owned at
5:00 pm New York City time on the Record Date. The Spin Off is intended to
qualify as a tax-free spin off. As a result of the Spin Off, the financial
statement balances and accounts of DHC are no longer included in the
financial statements of Liberty. No gain or loss was recognized by Liberty in
connection with the Spin Off due to the pro rata nature of the distribution.
In anticipation of the Spin Off, Liberty made certain changes to the
presentation of its operating segments included in its 2005 Quarterly Reports on
Form 10-Q. The purpose of this Form 8-K is to update Liberty's operating segment
disclosure and Management's Discussion and Analysis of Financial Condition and
results of Operations ("MD&A") that originally appeared in Liberty's December
31, 2004 Annual Report on Form 10-K to reflect these presentation changes. In
addition, Liberty's financial statements as of December 31, 2004 and 2003 and
for the three years then ended (the "2004 Financial Statements"), included in
its Annual Report on Form 10-K, and its financial statements as of (1) March 31,
2005 and for the three months then ended, (2) June 30, 2005 and for the six
months then ended and (3) September 30, 2005 and for the nine months then
ended (collectively, the "2005 Financial Statements") included in its Quarterly
Reports on Form 10-Q may be incorporated by reference into certain registration
statements filed by Liberty in the future. Accordingly, Liberty is revising its
2004 Financial Statements and 2005 Financial Statements to retroactively
present DHC as a discontinued operation and to reclassify cash flows from
discontinued operations. The revised financial statements and MD& A are filed
herewith under Item 8.01 as Exhibits 99.1, 99.2, 99.3 and 99.4.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
23 Consent of KPMG LLP
99.1 December 31, 2004 MD&A of Liberty
99.2 Consolidated financial statements of Liberty as of
December 31, 2004 and 2003 and for the three years then ended.
99.3 Condensed consolidated financial statements of Liberty for
the quarter ended March 31, 2005.
99.4 Condensed consolidated financial statements of Liberty for
the quarter ended June 30, 2005.
99.5 Condensed consolidated financial statements of Liberty for
the quarter ended September 30, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 15, 2005
LIBERTY MEDIA CORPORATION
By: /s/ CHRISTOPHER W. SHEAN
------------------------------------
Name: Christopher W. Shean
Title: Senior Vice President
and Controller
EXHIBIT INDEX
EXHIBIT NO. NAME
23 Consent of KPMG LLP
99.1 December 31, 2004 MD&A of Liberty
99.2 Consolidated financial statements of Liberty as of December 31, 2004
and 2003 and for the three years then ended.
99.3 Condensed consolidated financial statements of Liberty for the
quarter ended March 31, 2005.
99.4 Condensed consolidated financial statements of Liberty for the
quarter ended June 30, 2005.
99.5 Condensed consolidated financial statements of Liberty for the
quarter ended September 30, 2005.