Liberty Media LLC – ‘8-K’ for 7/21/05

On:  Thursday, 12/15/05, at 4:54pm ET   ·   For:  7/21/05   ·   Accession #:  1047469-5-28318   ·   File #:  1-16615

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     18K 
 2: EX-23       Consent of Experts or Counsel                          1      8K 
 3: EX-99.1     Miscellaneous Exhibit                                 20    126K 
 4: EX-99.2     Miscellaneous Exhibit                                 42    253K 
 5: EX-99.3     Miscellaneous Exhibit                                 19     97K 
 6: EX-99.4     Miscellaneous Exhibit                                 20    114K 
 7: EX-99.5     Miscellaneous Exhibit                                 20    116K 

8-K   —   Current Report
Document Table of Contents

8-K
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 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))                                    

8-K
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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                                                         

                                                                [Download Table]
                                                                       
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.                         


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 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

8-K
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 EXHIBIT INDEX

                                                                [Download Table]

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.                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/15/05		3
		9/30/05		2		4			10-Q,  4
For Period End:		7/21/05		1		2			4,  8-K
		7/15/05		2
		6/30/05		2		4			10-Q,  4
		3/31/05		2		4			10-Q,  4
		12/31/04		2		4			10-K,  11-K,  4
		12/31/03		2		4			10-K,  11-K,  4,  5
									List all Filings