午夜寻花

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 11-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 001-35294

LIBERTY MEDIA 401(k) SAVINGS PLAN

(Full title of the Plan)

LIBERTY MEDIA CORPORATION

(Issuer of the securities held pursuant to the Plan)

12300 午夜寻花 Boulevard

Englewood, Colorado 80112

(Address of its principal executive office)

REQUIRED INFORMATION



Financial Statements:		Page No.
Report of Independent Registered Public Accounting Firm		1

Statements of Net Assets Available for Benefits, December 31, 2013 and 2012		2

Statements of Changes in Net Assets Available for Benefits, Years ended December 31, 2013 and 2012		3

Notes to Financial Statements,		4
December 31, 2013 and 2012

Schedule I - Schedule G, Part III - Schedule of Nonexempt Transactions		13
Year ended December 31, 2013

Schedule II - Schedule H, Line 4i - Schedule of Assets (Held at End of Year),		14
December 31, 2013

Exhibit -
23.1 - Consent of KPMG LLP

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

LIBERTY MEDIA 401(k) SAVINGS PLAN

By /s/ Brian J. Wendling

Brian J. Wendling

Vice President and Controller

June 19, 2014

Report of Independent Registered Public Accounting Firm

The Plan Committee

午夜寻花 Media 401(k) Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the 午夜寻花 Media 401(k) Savings Plan (the 午夜寻花 Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the 午夜寻花 Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the 午夜寻花 Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule G, Part III - Schedule of Nonexempt Transactions for the year ended December 31, 2013 and the Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2013 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the 午夜寻花 Plan's management. These supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Denver, Colorado

June 19, 2014

LIBERTY MEDIA 401(k) SAVINGS PLAN

Statements of Net Assets

Available for Benefits

December 31, 2013 and 2012



	2013			2012
	(amounts in thousands)
Assets
Investments, at fair value:
Series A 午夜寻花 Capital Common Stock (note 2)	$	—		53,410
Series A 午夜寻花 Common Stock (note 2)	60,647			—
Series A 午夜寻花 Interactive Common Stock (note 2)	37,631			27,453
Series A 午夜寻花 Ventures Common Stock (note 2)	9,072			4,959
Series A Starz Common Stock (note 2)	14,360			—
Mutual funds (note 2)	195,741			158,219
Brokeragelink accounts (note 2)	10,521			9,080
Total investments	327,972			253,121

Receivables:
Receivable for unsettled stock transactions	—			83
Notes receivable from participants (notes 1 and 2)	2,479			2,170
Total receivables	2,479			2,253
Total assets	330,451			255,374

Liabilities
Payable for required refund of excess contributions and earnings thereon	(1,013		)	(536	)

Net assets available for benefits	$	329,438		254,838

See accompanying notes to financial statements.

LIBERTY MEDIA 401(k) SAVINGS PLAN

Statements of Changes in Net Assets

Available for Benefits

Years ended December 31, 2013 and 2012



	2013			2012
Additions:	(amounts in thousands)
Net investment income:
Net appreciation in fair value of investments	$	71,357		41,558
Interest and dividend income	5,751			5,686
Total net investment income	77,108			47,244

Interest on notes receivable from participants	95			94

Contributions:
Employer	7,149			9,609
Participant	11,382			11,712
Rollovers	1,152			1,177
	19,683			22,498

Total additions to net assets	96,886			69,836

Deductions:
Administrative expenses	(216		)	(293	)
Refund of excess contributions and earnings thereon	(1,013		)	(536	)
Distributions to participants	(21,057		)	(20,594	)
Total deductions	(22,286		)	(21,423	)

Net increase in net assets available for benefits	74,600			48,413

Net assets available for benefits:

Beginning of year	254,838			206,425

End of year	$	329,438		254,838

See accompanying notes to financial statements.

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2013 and 2012

(1) Description of the 午夜寻花 Plan

The following description of the 午夜寻花 Media 401(k) Savings Plan (the "午夜寻花 Plan") is provided for general information purposes only. Participants should refer to the 午夜寻花 Plan document for more complete information. The 午夜寻花 Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

General

Through January 11, 2013, the 午夜寻花 Plan was sponsored by 午夜寻花.

Effective January 11, 2013, as a result of the Spin-Off transaction described in note 4, the 午夜寻花 Plan sponsorship was transferred to, and the 午夜寻花 Plan was amended to change the sponsor to 午夜寻花 Spinco, Inc. which immediately changed its name to 午夜寻花 ("午夜寻花").

Employees of Starz, which is a separate company from 午夜寻花 as a result of the Spin-Off transaction described in note 4, and employees of Starz subsidiaries, continue to participate in the 午夜寻花 Plan, the effect of which is that the 午夜寻花 Plan is a multiple employer plan.

The 午夜寻花 Plan enables participating employees of 午夜寻花 and its qualifying subsidiaries as well as employees of 午夜寻花 Interactive Corporation and Starz and its subsidiaries to receive an interest in 午夜寻花, 午夜寻花 Interactive Corporation and Starz and to receive benefits upon retirement. Employees of 午夜寻花 and certain 80% or more owned subsidiaries of 午夜寻花, and employees of 午夜寻花 Interactive Corporation and Starz and its subsidiaries, who are at least 18 years of age are eligible to participate in the 午夜寻花 Plan either immediately upon hire or, for certain specified employees, after one year of service (as defined in the 午夜寻花 Plan document).

Contributions

Subject to the IRS limitations described below, participants may make (i) pre-tax contributions to the 午夜寻花 Plan of up to 75% of their compensation, as defined and/or (ii) after-tax contributions up to 10% of their compensation. Pursuant to the terms of the 午夜寻花 Plan, 午夜寻花 and its subsidiaries, 午夜寻花 Interactive Corporation and Starz and its subsidiaries may make matching contributions as follows, as approved by the respective management teams:



% of participant contributions		Maximum match as a % of eligible compensation

100%		10%
100%		6%
50%		4%

All participant contributions and employer matching contributions are subject to limitations as determined annually by the Internal Revenue Service ("IRS"). Employee pre-tax contributions were limited to $17,500 and $17,000 in 2013 and 2012, respectively. Combined employee pre-tax, employee after-tax and employer matching contributions per participant (excluding catch-up contributions) were limited to $51,000 and $50,000 in 2013 and 2012, respectively. Catch-up contributions, as defined in the Economic Growth and Tax Relief Reconciliation Act of

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2013 and 2012

2001, are permitted for those eligible employees, are not matched by the employer and are limited to $5,500 in 2013 and 2012. The participating employers in the 午夜寻花 Plan reserve the right to change the matching contribution amounts at any time.

Participant and employer contributions, including both vested and unvested employer contributions, can be invested in any investment in the 午夜寻花 Plan, including the Brokeragelink option, as directed by the participant.

Rollovers

Participants may elect to rollover amounts from other qualified plans or individual retirement accounts into the 午夜寻花 Plan provided that certain conditions are met.

Participant Accounts

Each participant's account is credited with (a) the participant's contributions, (b) employer matching contributions, and (c) allocations of plan earnings and losses, as determined by the 午夜寻花 Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Notes Receivable from Participants

Participants may borrow from their fund accounts a minimum of $1,000 up to the lesser of $50,000 or 50% of their vested account balance. Loans, other than those transferred from other plans, must be repaid within five years and bear interest at a rate equal to the prime rate of interest in effect on the last day of the month immediately preceding the month in which the loan was made plus 1%. The interest rate for new loans is updated monthly on the first day of the following month for any changes to the prime rate that occur during any given month. Loans transferred from other plans retain the repayment terms and interest rates in effect at the time of transfer. Loans are secured by the vested balance in the participant's account. At December 31, 2013, outstanding loans had interest rates at 4.25% and maturity dates through December 2018. Principal and interest are paid ratably through monthly payroll deductions or through the use of coupon books or automatic bank draft after termination of employment.

Forfeitures

Forfeitures of employer contributions (due to participants' termination prior to full vesting) are first used to pay 午夜寻花 Plan expenses, with any excess used to reduce the participating employers' future matching contributions. Forfeitures aggregated $292,000 and $247,000 during 2013 and 2012, respectively. Forfeitures of $204,000 and $278,000 were used to pay 午夜寻花 Plan expenses during 2013 and 2012, respectively. In addition, the 午夜寻花 Plan holds an immaterial amount in an unallocated account related to uncashed stale dated checks. Unused forfeitures aggregated $306,000 and $218,000 at December 31, 2013 and 2012, respectively.

Investment Options

As of December 31, 2013, the 午夜寻花 Plan has various investment options including 21 mutual funds and four common stocks. The mutual funds include money market, bond, real estate, domestic and international stock funds, small to large cap funds, growth and value funds, and seven asset allocation funds based on target retirement dates. In addition, the 午夜寻花 Plan offers a brokerage option, Brokeragelink, whereby participants can elect to invest in publicly traded investments and mutual funds not offered directly by the 午夜寻花 Plan. A complete list of investment

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2013 and 2012

options can be found on Schedule II to this Annual Report on Form 11-K. 午夜寻花 Plan participants may change investment options and contribution percentages on a daily basis.

Benefit Payments

Distributions from the 午夜寻花 Plan may be made to a participant upon attaining the age of 59-1/2, death, total disability, financial hardship or termination of employment. Distributions and other withdrawals are processed on a daily basis.

Vesting

Participant contributions are always fully vested. Participants acquire a vested right in employer matching contributions, other than employer contributions transferred from other plans, as follows:



	Vesting
Years of service	percentage

Less than 1	0	%
1 year	33	%
2 years	66	%
3 years	100	%

Employer matching contributions transferred from other plans that have merged with the 午夜寻花 Plan vest according to the terms specified in the transferor plans.

Plan Termination

Although 午夜寻花 has not expressed any intent to terminate the 午夜寻花 Plan, it may do so at any time, subject to the provisions of ERISA. The 午夜寻花 Plan provides for full and immediate vesting of all participant accounts upon termination of the 午夜寻花 Plan.

Risks and Uncertainties

The 午夜寻花 Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

As of December 31, 2013, the 午夜寻花 Plan had concentrations of investments in Series A 午夜寻花 Common Stock, Series A 午夜寻花 Interactive Common Stock, Series A 午夜寻花 Ventures Common Stock and Series A Starz Common Stock. As of December 31, 2012, the 午夜寻花 Plan had concentrations of investments in Series A 午夜寻花 Capital Common Stock, Series A 午夜寻花 Interactive Common Stock and Series A 午夜寻花 Ventures Common Stock. Changes in the values of these investment securities could materially impact the net assets available for benefits due to these concentrations.

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(2) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the 午夜寻花 Plan have been prepared on the accrual basis and present the net assets available for benefits and the changes in those net assets.

Trust Fund Managed by Fidelity Management Trust Company ("Trustee")

Under the terms of a trust agreement between 午夜寻花 and the Trustee, the Trustee manages a trust fund on behalf of the 午夜寻花 Plan and has been granted authority concerning purchases and sales of investments for the trust fund. The Trustee may, at the direction of 午夜寻花 Plan participants, invest up to 100% of the assets of the 午夜寻花 Plan in employer securities without regard to any fiduciary requirement to diversify 午夜寻花 Plan assets. Additionally, the 午夜寻花 Plan is allowed to invest in non-employer securities.

Investments

Investments are reflected in the accompanying financial statements at fair value. Fair value represents the closing prices at December 31, 2013 and 2012 for those securities having readily available market quotations. Mutual funds are stated at fair value based on the net asset value of shares held by the 午夜寻花 Plan at year-end as provided by the fund manager. The net asset value is used as a practical expedient to determine fair value.

The following closing market prices have been used to value the 午夜寻花 Capital, 午夜寻花, 午夜寻花 Interactive, 午夜寻花 Ventures and Starz common stocks:



	December 31,
	2013		2012

Series A 午夜寻花 Capital common stock (a)	$	—	$	116.01
Series A 午夜寻花 common stock (a)	$	146.29	$	—
Series A 午夜寻花 Interactive common stock (a)	$	29.35	$	19.68
Series A 午夜寻花 Ventures common stock (a)	$	122.59	$	67.76
Series A Starz common stock (a)	$	29.24	$	—

(a) See Transactions Impacting Stock Funds note 4.

Securities and investment transactions are accounted for on the trade date. The cost basis of such shares distributed is determined using the average cost method. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. The net appreciation or depreciation in fair value of investments (net realized and unrealized gains or losses) is reflected in the accompanying statements of changes in net assets available for benefits and is determined as the difference between the market value at the beginning of the year (or date purchased during the year) and selling price or year‑end market value.

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus accrued but unpaid interest. Delinquent participant loans are reclassified as a distribution based upon the terms of the 午夜寻花 Plan documents.

Distributions to Participants

Distributions requested by participants are recorded when paid.

Income Taxes

The IRS has determined and informed 午夜寻花 by a letter dated December 18, 2012 (the "IRS Determination Letter"), that the 午夜寻花 Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Once qualified, the 午夜寻花 Plan is required to operate in conformity with the IRC to maintain its qualification. Although the 午夜寻花 Plan has been subsequently amended, the 午夜寻花 Plan administrator believes that the 午夜寻花 Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The 午夜寻花 Plan administrator has analyzed the tax positions taken by the 午夜寻花 Plan, and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The 午夜寻花 Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

The 午夜寻花 Plan administrator believes it is no longer subject to income tax examinations prior to 2010.

Therefore, the 午夜寻花 Plan administrator believes that the 午夜寻花 Plan is qualified and the related trust is tax-exempt as of December 31, 2013 and 2012.

Plan Expenses

Any employer contribution amounts forfeited pursuant to the terms of the 午夜寻花 Plan may be used to pay 午夜寻花 Plan expenses, except that the fees charged by the Trustee for participant loans and qualified domestic relations orders are paid by the participant utilizing such feature. Any additional administrative expenses of the 午夜寻花 Plan are paid by 午夜寻花.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Significant estimates include determination of fair value of investments. Actual results could differ significantly from those estimates.

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2013 and 2012

(3) Investments

Fair Value Measurements

U.S. generally accepted accounting principles establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:


•	Level 1

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the 午夜寻花 Plan has the ability to access.


•	Level 2

Inputs to the valuation methodology include:


◦	quoted prices for similar assets or liabilities in active markets;


◦	quoted prices for identical or similar assets or liabilities in inactive markets;


◦	inputs other than quoted pries that are observable for the asset or liability;


◦	inputs that are derived principally from or corroborated by observable market data by correlation or other means

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.


•	Level 3

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Certain investments are reported at fair value on a recurring basis in the statements of net assets available for participant benefits. The following methods and assumptions were used to estimate the fair values:

Mutual funds and money market funds—The fair value of these investments is based on the net asset values of shares held at year-end and are classified as Level 1.

Common stock and other exchange traded equity securities—The fair value of these investments is based on the closing price per the principal stock exchange on which they are traded and are classified as Level 1.

Brokeragelink account—This asset category represents a separate brokerage account that offers a wide range of investment opportunities including mutual funds and common stocks listed on major U.S. exchanges and fixed-income securities. The fair value of common stocks and other exchange traded investments that are publicly traded is based on the closing price per the principal stock exchange on which they are traded and are classified as Level 1. The fair value of mutual funds is based on the net asset values of shares held at year-end and are classified as Level 1. The fair value of fixed-income securities is based on observable market information and yields available on comparable securities of issuers with similar credit ratings and may include benchmarking, sector grouping and matrix pricing and are classified as Level 2.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan's valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used at December 31, 2013 and 2012.

The tables below present the fair value of assets by class measured on a recurring basis as of December 31, 2013 and 2012.

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2013 and 2012



	Assets at Fair Value as of December 31, 2013
	(amounts in thousands)
					Total fair
	Level 1		Level 2	Level 3	value
Investments
Common stock	$	121,710	—	—	121,710
Mutual funds:
Large Cap Growth	9,550		—	—	9,550
Large Cap Value	15,760		—	—	15,760
Large Cap Blend	24,580		—	—	24,580
Mid Cap Blend	10,520		—	—	10,520
Small Cap Growth	16,839		—	—	16,839
Small Cap Value	11,999		—	—	11,999
Global Stock	19,760		—	—	19,760
Bond Funds	17,975		—	—	17,975
Money Market	15,673		—	—	15,673
Target Retirement Funds	52,551		—	—	52,551
Real Estate Fund	534		—	—	534
Brokeragelink accounts:
Equities and Highly Liquid Investments	10,135		—	—	10,135
Fixed Income	—		386	—	386
Total assets at fair value	$	327,586	386	—	327,972



	Assets at Fair Value as of December 31, 2012
	(amounts in thousands)
					Total fair
	Level 1		Level 2	Level 3	value
Investments
Common stock	$	85,822	—	—	85,822
Mutual funds:
Large Cap Growth	6,393		—	—	6,393
Large Cap Value	10,945		—	—	10,945
Large Cap Blend	18,100		—	—	18,100
Mid Cap Blend	7,937		—	—	7,937
Small Cap Growth	11,433		—	—	11,433
Small Cap Value	8,436		—	—	8,436
Global Stock	16,625		—	—	16,625
Bond Funds	20,391		—	—	20,391
Money Market	14,951		—	—	14,951
Target Retirement Funds	42,695		—	—	42,695
Real Estate Fund	313		—	—	313
Brokeragelink accounts:
Equities and Highly Liquid Investments	8,263		—	—	8,263
Fixed Income	—		817	—	817
Total assets at fair value	$	252,304	817	—	253,121

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2013 and 2012

Changes in Fair Value Levels

The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. For the years ended December 31, 2013 and 2012, there were no transfers in or out of levels 1, 2, or 3.

Other Investment Information

The fair value of individual investments that represent 5% or more of the 午夜寻花 Plan's net assets at December 31, 2013 and 2012 is as follows:



	2013		2012
Investment	amounts in thousands

Series A 午夜寻花 Capital Common Stock	*		$	53,410
Series A 午夜寻花 Common Stock	$	60,647	*
Series A 午夜寻花 Interactive Common Stock	$	37,631	$	27,453
Fidelity Retirement Money Market Fund	*		$	13,087
Fidelity Freedom 2020 Fund	*		$	13,141
Fidelity Freedom 2030 Fund	*		$	13,373
Fidelity Freedom 2030 K Fund	$	17,877	*
Fidelity Spartan 500 Index Institutional	$	24,580	$	13,600
Baron Growth Institutional	$	16,839	*

______________

* Not held or not greater than 5% of the 午夜寻花 Plan's net assets as of the respective period.

During the years ended December 31, 2013 and 2012, the 午夜寻花 Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:



	Years ended December 31,
	2013		2012
	amounts in thousands

Common Stock	$	43,446	28,443
Mutual funds	27,379		12,194
Brokeragelink accounts	532		921
	$	71,357	41,558


(4)	Transactions Impacting Stock Funds

Recapitalization

On August 9, 2012, 午夜寻花 Interactive Corporation completed the approved recapitalization of its common stock through the creation of the 午夜寻花 Interactive common stock and 午夜寻花 Ventures common stock as tracking stocks. In the recapitalization, each holder of 午夜寻花 Interactive Corporation common stock (including the 午夜寻花 Plan) remained a holder of the same amount and series of 午夜寻花 Interactive common stock and received one share of the corresponding series of 午夜寻花 Ventures common stock for each 20 shares of 午夜寻花 Interactive Corporation common stock owned, by means of a dividend, with cash issued in lieu of fractional shares of 午夜寻花 Ventures common stock. In addition, stockholders also received a subscription right to acquire one additional Series A 午夜寻花 Ventures share for every three

LIBERTY MEDIA 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2013 and 2012

shares of Series A 午夜寻花 Ventures tracking stock they received in the recapitalization for a per share subscription price of $35.99. 午夜寻花 Plan participants were offered the opportunity to exercise the subscription rights granted on the shares of Series A 午夜寻花 Ventures tracking stock allocated to their accounts to purchase additional shares of that stock, in the same manner as other holders of Series A 午夜寻花 Ventures tracking stock, with certain limitations. For 午夜寻花 Plan participants who exercised their subscription right, the subscription price for those additional shares was paid with the proceeds from the sale of other assets in the participant's account in the 午夜寻花 Plan. The rights offering commenced on September 12, 2012 and expired on October 9, 2012.

Spin-Off Transaction

On January 11, 2013, 午夜寻花, renamed “Starz” at the time of the Spin-Off, spun-off its former wholly owned subsidiary, 午夜寻花 (the “Spin-Off”), which, at the time of the Spin-Off, held all of the businesses, assets and liabilities of Starz not associated with Starz, LLC (with the exception of the Starz, LLC office building). LMCA and LMCB became the 午夜寻花 ticker symbols, and Starz ticker symbols STRZA and STRZB were created. The transaction was effected as a pro-rata dividend of shares of 午夜寻花 to the stockholders of Starz. Following the Spin-Off, 午夜寻花 and Starz operate as separate publicly traded companies, neither of which has any stock ownership, beneficial or otherwise, in the other. Starz common stock is offered under the 午夜寻花 Plan to all eligible participants.


(5)	Related Party Transactions

Certain 午夜寻花 Plan investments are shares of mutual funds managed by the Trustee. Therefore, these transactions qualify as party-in-interest.

As discussed in note 4, during the fourth quarter of 2012, 午夜寻花 Interactive Corporation completed a rights offering pursuant to which existing shareholders, including the 午夜寻花 Plan, received a subscription right to acquire one additional Series A 午夜寻花 Ventures share for every three shares of Series A 午夜寻花 Ventures tracking stock they received in the recapitalization. 午夜寻花 Plan participants, other than Section 16 directors and officers, could elect to exercise the rights attributable to the common stock in their accounts, or they could sell those rights, subject to certain limitations. For 午夜寻花 Plan participants who did not make an election to exercise or sell their rights during the transaction window, the Trustee sold the rights held by those participants' accounts at market value. Because the rights were not “qualifying employer securities” under ERISA, the distribution of the rights to the 午夜寻花 Plan and the exercise and/or sale of those rights by 午夜寻花 Plan Trustee resulted in prohibited transactions under ERISA. 午夜寻花 requested a prohibited transaction individual exemption from the Department of Labor (the “DOL”), and the DOL issued a proposed exemption on April 9, 2014. 午夜寻花 expects that the DOL will issue the final prohibited transaction individual exemption within the next 90 days.

LIBERTY MEDIA 401(k) SAVINGS PLAN

Schedule G, Part III - Schedule of Nonexempt Transactions

Year Ended December 31, 2013

Schedule I

Identity of party involved

Relationship to plan, employer, or other party in interest

Description of transactions, including maturity date, rate of interest, collateral, and par or maturity value

Purchase price

Selling price

Lease rental

Expenses incurred in connection with transaction

Cost of asset fn 26

Current value of asset fn 27

Net gain or (loss) on each transaction

午夜寻花 Interactive Corporation

Participating Employer

Rights Offering (1)

(1)

During the fourth quarter of 2012, 午夜寻花 Interactive Corporation completed a rights offering pursuant to which existing shareholders, including the 午夜寻花 Plan, received a subscription right to acquire one additional series A 午夜寻花 Ventures share for every three shares of series A 午夜寻花 Ventures tracking stock they received in the recapitalization. 午夜寻花 Plan participants, other than Section 16 directors and officers, could elect to exercise the rights attributable to the common stock in their accounts, or they could sell those rights, subject to certain limitations. For 午夜寻花 Plan participants who did not make an election to exercise or sell their rights during the transaction window, the Trustee sold the rights held by those participants' accounts at market value. Because the rights were not "qualifying employer securities" under ERISA, the distribution of the rights to the 午夜寻花 Plan and the exercise and/or sale of those rights by the 午夜寻花 Plan Trustee resulted in prohibited transactions under ERISA. 午夜寻花 requested a prohibited transaction individual exemption from the Department of Labor (the "DOL"), and the DOL issued a proposed exemption on April 9, 2014. 午夜寻花 expects that the DOL will issue the final prohibited transaction individual exemption within the next 90 days.

See accompanying report of independent registered public accounting firm.

LIBERTY MEDIA 401(k) SAVINGS PLAN

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

December 31, 2013

Schedule II



	Identity of issue	Description of investment including par value	Current value at December 31, 2013
			amounts in thousands
*	午夜寻花 Common Stock	Series A common stock, par value $0.01 per share	$	60,647
*	午夜寻花 Interactive Common Stock	Series A common stock, par value $0.01 per share	37,631
*	午夜寻花 Ventures Common Stock	Series A common stock, par value $0.01 per share	9,072
*	Starz Common Stock	Series A common stock, par value $0.01 per share	14,360
	Allianz Global Investors Fund Management LLC	ALLIANZ GI NFJ Small-Cap Value Inst	11,999
	Capital Research and Management Company LLC	American Funds Growth Fund of America R6	9,550
	BAMCO, Inc.	Baron Growth Institutional	16,839
	Dodge & Cox	Dodge & Cox Stock Fund	15,760
*	Fidelity Management & Research Company	Fidelity Low-Priced Stock K Fund	10,520
*	Fidelity Management & Research Company	Fidelity Retirement Money Market	13,891
*	Fidelity Management & Research Company	Fidelity Spartan 500 Index Institutional	24,580
*	Fidelity Management & Research Company	Fidelity Spartan International Index Institutional	9,581
*	Fidelity Management & Research Company	Fidelity Treasury Only Money Market	1,782
	Pacific Investment Management Company LLC	PIMCO High Yield Institutional	6,483
	Pacific Investment Management Company LLC	PIMCO Total Return Institutional	8,996
	Thornburg Investment Management Inc.	Thornburg International Value R6	10,179
	The Vanguard Group, Inc.	Vanguard Inflation - Protected Securities Admiral Shares	2,496
*	Fidelity Management & Research Company	Fidelity Freedom Income K Fund	1,111
*	Fidelity Management & Research Company	Fidelity Freedom 2000 K Fund	604
*	Fidelity Management & Research Company	Fidelity Freedom 2010 K Fund	3,410
*	Fidelity Management & Research Company	Fidelity Freedom 2020 K Fund	14,976
*	Fidelity Management & Research Company	Fidelity Freedom 2030 K Fund	17,877
*	Fidelity Management & Research Company	Fidelity Freedom 2040 K Fund	11,350
*	Fidelity Management & Research Company	Fidelity Freedom 2050 K Fund	3,223
	Cohen & Steers Capital Management, Inc.	Cohen & Steers Institutional Global Realty	534
*	Fidelity Management & Research Company	Brokeragelink Accounts	10,521
*	Notes receivable from participants	Interest rates at 4.25% with maturity dates through December 2018	2,479
			$	330,451

* Indicates a party-in-interest.

午夜寻花 is the plan sponsor. 午夜寻花, all of its employees, the employees of any participating employer in the 午夜寻花 Plan, and certain other persons are parties-in-interest to the 午夜寻花 Plan (See note 1).

See accompanying report of independent registered public accounting firm.

EXHIBIT INDEX

Shown below are the exhibits which are filed as a part of this Report -

23.1 - Consent of KPMG LLP