1355096--2/29/2008--LIBERTY_MEDIA

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{capital, credit, financial}

{investment, property, distribution}

{product, market, service}

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{operation, international, foreign}

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Our board of directors can cause a separation of either group from our company by redeeming stock of that group for stock of a "qualifying" subsidiary, in which case our stockholders may suffer a loss in value. Holders of Liberty Interactive common stock and Liberty Capital common stock are common stockholders of our company and are, therefore, subject to risks associated with an investment in our company as a whole, even if a holder owns shares of only the common stock of one of our groups. We could be required to use assets attributed to one group to pay liabilities attributed to another group. The market price of Liberty Interactive common stock and Liberty Capital common stock may not reflect the performance of the Interactive Group and the Capital Group, respectively, as we intend. The market price of the Liberty Interactive common stock and the Liberty Capital common stock may be volatile, could fluctuate substantially and could be affected by factors that do not affect traditional common stock. The market value of both the Liberty Interactive common stock and the Liberty Capital common stock could be adversely affected by events involving the assets and businesses attributed to only one of such groups. We may not pay dividends equally or at all on Liberty Interactive common stock or Liberty Capital common stock. If we sell all or substantially all of the assets attributed to the Interactive Group or the Capital Group, our board of directors may take actions with respect to the shares of common stock of that group which could result in a loss of value for stockholders. Our tracking stock capital structure could create conflicts of interest, and our board of directors may make decisions that could adversely affect only some holders of our common stock. Other than pursuant to certain general management and allocation policies, we have not adopted any specific procedures for consideration of matters involving a divergence of interests among holders of shares of stock relating to the two different groups, or among holders of different series of stock relating to a specific group. Holders of shares of stock relating to a particular group may not have any remedies if any action by our directors or officers has an adverse effect on only that stock, or on a particular series of that stock. Our board of directors may change the management and allocation policies to the detriment of either group without stockholder approval. Stockholders will not vote on how to attribute consideration received in connection with a merger involving our company among holders of Liberty Interactive common stock and Liberty Capital common stock. We may dispose of assets of either the Interactive Group or the Capital Group without your approval. Holders of Liberty Interactive common stock or Liberty Capital common stock may receive less consideration upon a sale of the assets attributed to that group than if that group were a separate company. Our board of directors may in its sole discretion elect to convert Liberty Interactive common stock into Liberty Capital common stock, thereby changing the nature of your investment and possibly diluting your economic interest in our company, which could result in a loss in value to you. Holders of Liberty Interactive common stock and holders of Liberty Capital common stock vote together and have limited separate voting rights. Our capital structure as well as the fact that the Interactive Group and the Capital Group are not independent companies may inhibit or prevent acquisition bids for the Interactive Group or the Capital Group. Changes in the tax law or in the interpretation of current tax law may result in the cessation of the issuance of shares of Liberty Interactive common stock and/or Liberty Capital common stock or the conversion of Liberty Interactive common stock into Liberty Capital common stock. It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders. We do not have the right to manage our business affiliates, which means we are not able to cause those affiliates to operate in a manner that is favorable to us. The liquidity and value of our interests in our business affiliates may be affected by market conditions beyond our control that could cause us to take significant impairment charges due to other than temporary declines in the market value of our available for sale securities. A substantial portion of the consolidated debt attributed to each group is held above the operating subsidiary level, and we could be unable in the future to obtain cash in amounts sufficient to service that debt and our other financial obligations. Both the Interactive Group and the Capital Group depend on a limited number of potential customers for carriage of their programming. Rapid technological advances could render the products and services offered by both group's subsidiaries and business affiliates obsolete or non-competitive. Certain of our subsidiaries and business affiliates depend on their relationships with third party distribution channels, suppliers and advertisers and any adverse changes in these relationships could adversely affect our results of operations and those attributed to either group. Adverse events or trends in the industries in which the subsidiaries and business affiliates attributed to either group operate could harm that group. The subsidiaries and business affiliates attributable to each group are subject to risks of adverse government regulation. The success of certain of the groups' subsidiaries and business affiliates whose businesses involve the Internet depends on maintaining the integrity of their systems and infrastructure. The success of certain of the subsidiaries and business affiliates attributed to each group is dependent upon audience acceptance of its programs and programming services which is difficult to predict. Increased programming and content costs may adversely affect profits. QVC conducts its merchandising businesses under highly competitive conditions. QVC's sales and operating results depend on its ability to predict or respond to consumer preferences. QVC's success depends in large part on its ability to recruit and retain key employees capable of executing its unique business model. QVC has operations outside of the United States that are subject to numerous operational and financial risks.

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1355096--2/29/2008--LIBERTY_MEDIA_CORP