Liberty Interactive Corporation Reports Fourth Quarter and Year End 2013 Financial Results

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Interactive Corporation (“Liberty”) (Nasdaq: LINTA, LINTB, LVNTA, LVNTB) today reported fourth quarter and year end 2013 results. Highlights include⁽¹⁾:

Attributed to Liberty Interactive Group

• Grew QVC US revenue by 6% and adjusted OIBDA⁽²⁾ by 2% in the fourth quarter
  • QVC US operating income increased by 4%
  • QVC.com revenue as a percent of total US revenue increased to 45%, a 246 bps increase
  • QVC US mobile penetration was 32% of QVC.com orders
• Grew QVC US revenue by 5% and adjusted OIBDA by 5% in 2013
  • QVC US operating income increased by 4%
• Achieved revenue growth of 12% for the eCommerce group in 2013
• Repurchased $309 million LINTA shares from November 1, 2013 to January 31, 2014 and $1.1 billion in 2013
  • On February 27, 2014, the Board of Directors voted to increase the stock repurchase authorization by $1 billion

Attributed to Liberty Ventures Group

• Reported strong fourth quarter results at both TripAdvisor and Expedia
• Announced a two for one stock split of the Liberty Ventures stock

“QVC posted strong results in the US and UK for the fourth quarter driven by a return on strategic investments in TV and digital efforts and solid operational execution. Additionally, QVC experienced rapid growth in their China joint venture. Japan and Germany proved more challenging and were further negatively impacted by currency fluctuations in Japan,” stated Greg Maffei, Liberty President and CEO. “We repurchased $309 million of Liberty Interactive stock from November 1, 2013 to January 31, 2014 and $1.1 billion in 2013.”

Greg Maffei continued, “Today we are also announcing the two for one stock split of the Liberty Ventures stock. This is in order to bring Liberty into compliance with a Nasdaq listing requirement for a minimum number of publicly held shares of the Series B Liberty Ventures stock. Due to the requirements of our charter we are also required to split the Series A Liberty Ventures shares. We expect this split to be effected early in the second quarter.”

LIBERTY INTERACTIVE GROUP - Liberty Interactive Group's revenue increased 3% to $3.2 billion in the quarter and 3% to $10.3 billion for the year. Adjusted OIBDA decreased 1% to $618 million for the quarter and was essentially flat for the year at $1.9 billion. Operating income increased 6% to $404 million for the quarter and increased 1% to $1.1 billion for the year.

QVC

QVC's consolidated revenue increased 2% in the fourth quarter to $2.7 billion and increased 1% to $8.6 billion for the full year. Adjusted OIBDA decreased 1% to $595 million and increased 1% to $1.8 billion in the fourth quarter and for the full year, respectively. Operating income decreased 2% in the fourth quarter to $441 million and 2% to $1.2 billion for the full year.

U.S. denominated results were negatively impacted by exchange rate fluctuations, primarily the strengthening of the U.S. Dollar against the Japanese Yen, which decreased 19% and 18% in the fourth quarter and for the full year, respectively. On a constant currency basis, consolidated revenue increased 4% in both the fourth quarter and for the full year. Further, adjusted OIBDA was also impacted by a $20 million net favorable legal settlement in the U.S. that occurred in the fourth quarter of 2012. On a constant currency basis and excluding the impact of the legal settlement, adjusted OIBDA increased 4% in both the fourth quarter and for the full year 2013.

"We generated over $3.2 billion in eCommerce revenues in 2013, including $1.2 billion in mobile orders, making QVC one of the world’s largest and most profitable eCommerce and mobile commerce retailers,” said Mike George, QVC President and CEO. “We credit this success to the trust-based relationships we've built and continue to cultivate with our existing customers, in addition to the 3.8 million new customers who joined our global shopping communities last year.”

U.S. revenue increased 6% to $1.9 billion in the fourth quarter and 5% to $5.8 billion for the year. For the fourth quarter and full year, the U.S. experienced growth in all categories except jewelry. Average selling price per unit (“ASP”) increased 4% from $61.83 to $64.56 and units sold increased 2% compared to the prior year fourth quarter. Fourth quarter returns as a percent of gross product revenue increased 25 basis points. For the full year, ASP increased 5% from $57.52 to $60.15 and units sold were flat. Returns as a percent of gross product revenue improved 33 basis points. In the fourth quarter, eCommerce revenue increased 12% to $873 million and grew to 45% from 43% as a percentage of total U.S. revenue. For the full year, eCommerce revenue increased 12% to $2.5 billion and grew to 43% from 40% as a percentage of total U.S. revenue. Adjusted OIBDA increased 2% to $437 million in the fourth quarter and 5% to $1.4 billion for the year. Adjusted OIBDA margin⁽²⁾ decreased 85 basis points in the fourth quarter and was flat for the full year. Adjusted OIBDA margin decreased in the fourth quarter primarily due to a $20 million net favorable legal settlement that occurred in the fourth quarter of 2012, and for the full year, the year over year negative impact of the settlement was primarily offset by improved product margins and lower warehouse costs. Excluding the impact of the legal settlement, adjusted OIBDA increased 7% and 6% in the fourth quarter and for the full year, respectively, and adjusted OIBDA margin would have increased 25 basis points and 35 basis points in the fourth quarter and for the full year, respectively.

QVC's international revenue decreased 6% in the fourth quarter to $809 million and 5% to $2.8 billion for the full year. The fourth quarter and full year results included the negative impact of the strengthening of the U.S. Dollar against the Japanese Yen that was somewhat offset by the weakening of the U.S. Dollar against the Euro. For both periods, the U.S. Dollar remained stable against the UK Pound Sterling. Adjusted OIBDA decreased 9% to $158 million and 9% to $489 million in the fourth quarter and for the full year, respectively. Adjusted OIBDA margin decreased 61 basis points in the fourth quarter and decreased 69 basis points for the full year.

QVC Japan's revenue decreased 3% and remained flat in local currency in the fourth quarter and for the full year, respectively. The decrease in the fourth quarter was primarily due to decreased sales in local currency of jewelry, accessories and beauty products, partially offset by increases in apparel and electronics. For the full year, QVC Japan's sales in local currency improved primarily in the apparel, home and electronics categories, offset by declines in accessories and jewelry. QVC Japan’s results were also negatively impacted in the fourth quarter and for the full year due to an increase in returns as a percent of gross product revenue in local currency that increased 142 basis points and 150 basis points, respectively. For both periods, the increases were primarily due to higher returns in the apparel and jewelry categories and a greater mix of apparel products that return at higher rates than other categories. QVC Japan’s ASP in local currency remained flat and decreased 1% in the fourth quarter and for the full year, respectively. Units sold decreased 1% and increased 4% in the fourth quarter and for the full year, respectively. QVC Japan’s adjusted OIBDA in local currency decreased 14% in the fourth quarter and 7% for the full year. Adjusted OIBDA margin decreased 255 basis points and 167 basis points in the fourth quarter and for the full year, respectively. Adjusted OIBDA margins decreased in the fourth quarter and for full year primarily due to higher programming distribution expenses and lower product margins.

QVC Germany's revenue declined 4% and 2% in local currency in the fourth quarter and for the full year, respectively. The decrease in the fourth quarter was primarily due to decreased sales in local currency of jewelry, apparel and electronics products. For the full year, QVC Germany's sales in local currency increased primarily in the apparel and accessories categories, but this growth was more than offset by declines in jewelry and electronics and an increase in estimated product returns as discussed below. QVC Germany's ASP in local currency decreased 7% and 3% for the fourth quarter and for the full year, respectively. Units sold increased 2% in the fourth quarter and 4% for the full year. QVC Germany’s fourth quarter and year-to-date returns as a percent of gross product revenue in local currency declined 63 basis points and increased 210 basis points, respectively, from the prior year. The return rate decreased in the fourth quarter primarily due to a positive mix impact. The increase for the full year was primarily due to higher returns in the apparel and jewelry categories and a greater mix of apparel products that return at higher rates than other categories. QVC Germany’s adjusted OIBDA in local currency decreased 3% in the fourth quarter and 6% for the full year. Adjusted OIBDA margins were essentially flat and decreased 91 basis points in the fourth quarter and for the full year, respectively. Adjusted OIBDA margins remained flat in the fourth quarter as improved product margins and lower obsolescence expense were offset by increases in severance costs. For the full year, the adjusted OIBDA margin decreased primarily due to higher severance costs, somewhat offset by a favorable gross profit margin.

QVC UK's revenue increased 5% and 4% in local currency in the fourth quarter and for the full year, respectively. For both the fourth quarter and the full year, QVC UK's shipped sales growth in local currency was primarily the result of increased sales in the home and beauty categories, partially offset by declines in jewelry. QVC UK's ASP in local currency increased 5% and 6% for the fourth quarter and the full year, respectively. Units sold increased 1% in the fourth quarter and declined 2% for the full year. QVC UK's fourth quarter and full year return rates as a percent of gross product revenue in local currency increased 49 basis points and remained flat, respectively, from the prior year. The increase in the return rate in the fourth quarter was primarily due to the mix of products sold within the beauty and jewelry categories. QVC UK’s adjusted OIBDA in local currency increased 10% for the fourth quarter and 14% for the full year. Adjusted OIBDA margin increased 117 basis points and 174 basis points in the fourth quarter and for the full year, respectively. For the fourth quarter and the full year, adjusted OIBDA margin increased primarily due to higher product margins. Full year results were also favorably impacted by the transition and running costs associated with the move to QVC UK’s new headquarters in 2012.

QVC Italy's revenue increased 17% and 41% in local currency in the fourth quarter and for the full year, respectively. QVC Italy’s sales were primarily from the home, beauty and apparel product categories. QVC Italy's ASP in local currency remained flat and decreased 1% for the fourth quarter and the full year, respectively. Units sold increased 20% in the fourth quarter and 45% for the full year. The adjusted OIBDA deficit in local currency improved by 67% in the fourth quarter and 49% for the full year.

CNR Home Shopping Co., Ltd. ("CNRS"), QVC's joint venture in China, experienced a 39% and 43% increase in revenue in local currency in the fourth quarter and for the full year, respectively. CNRS' adjusted OIBDA deficit in local currency improved by 7% and 30% in the fourth quarter and for the full year, respectively. This joint venture is being accounted for as an equity method investment, and as a result, QVC reported a $1 million and a $4 million reduction in net income for the fourth quarter and full year, respectively.

QVC's outstanding bank and bond debt was $3.7 billion at December 31, 2013, an increase of $0.3 billion since the prior year.

eCommerce Businesses

In the aggregate, Liberty Interactive Group's eCommerce businesses increased revenue 8% to $487 million for the quarter and 12% to $1.7 billion for the year. The increased revenue was the result of increased marketing efforts driving additional traffic, investments in site improvements, increased shipping charges and broader inventory offerings. Additionally, the increased revenue was partially driven by product discounting to move seasonal inventory. Adjusted OIBDA decreased 29% to $25 million for the quarter and 11% to $85 million for the year. The decrease in adjusted OIBDA for the quarter and the year was the result of lower product margins from continued product discounts and promotions. Additionally, increased credit card chargebacks impacted the annual results. The most significant declines in operating results for the eCommerce businesses, as compared to prior periods, were the Celebrate retail business and the Red Envelope business within Provide. These businesses had declining revenues as well as decreasing contribution margin (product margin less direct expenses of the business), which hurt the overall Celebrate and Provide businesses. These declining operating results were partially offset by the growth of other eCommerce businesses primarily, CommerceHub and Bodybuilding.com. Operating income improved by $18 million to a loss of $21 million for the quarter and improved by 38% to a loss of $50 million for the year. The improvement in the operating loss for the quarter and the year was primarily due to lower impairment charges offset somewhat by the lower adjusted OIBDA and higher stock compensation expense.

On October 10, 2013, Liberty announced that its board has authorized management to pursue a plan to recapitalize its Liberty Interactive Group tracking stock into two new tracking stocks, one (currently the Liberty Interactive common stock) to be renamed the QVC Group common stock and the other to be designated as the Liberty Digital Commerce common stock. The Liberty Digital Commerce Group would have attributed to it Liberty's subsidiaries Provide Commerce, Backcountry.com, Bodybuilding.com, CommerceHub, Right Start, and Evite, which is currently a part of Liberty's subsidiary Celebrate, along with cash and certain liabilities. The QVC Group, which is currently known as the Liberty Interactive Group, would have attributed to it Liberty’s subsidiary QVC, Inc. and its approximate 38% interest in HSN, Inc., along with cash and certain liabilities. Management continues to review the proposed recapitalization and no assurance can be given as to when or if it will be completed.

Share Repurchases

From November 1, 2013 through January 31, 2014, Liberty repurchased approximately 11.1 million Series A Liberty Interactive shares (Nasdaq: LINTA) at an average cost per share of $27.85 for total cash consideration of $309.2 million. Since the creation of the Liberty Interactive stock in May 2006, Liberty has repurchased approximately 230.0 million shares at an average cost per share of $20.01 for aggregate cash consideration of $4.6 billion. These repurchases represent approximately 32.8% of the shares outstanding at the time of creation of the Liberty Interactive stock. All repurchases up to August 9, 2012, the date on which the Liberty Interactive stock was recapitalized to create the Liberty Ventures stock, were comprised of shares of the combined stocks. The remaining repurchase authorization as of February 1, 2014 for Liberty Interactive Group stock was approximately $0.1 billion. On February 27, 2014, the Board of Directors voted to increase the stock repurchase authorization for the Liberty Interactive Group by an additional $1.0 billion.

Liberty Interactive Group holds controlling interests in companies that are engaged in digital commerce, including QVC, Provide Commerce, Backcountry.com, Bodybuilding.com, Celebrate Interactive, CommerceHub, and also owns an interest in HSN.

LIBERTY VENTURES GROUP - As of December 31, 2013, the fair value of the public equity method securities and other public holdings attributed to the Liberty Ventures Group was $2.2 billion and $1.1 billion, respectively. When compared to September 30, 2013, the fair value of Liberty Ventures Group's public equity method securities increased 33%. The Liberty Ventures Group's other public holdings balance increased 16% primarily due to changes in market prices of certain securities during the fourth quarter.

On October 10, 2013, Liberty announced that its board has also authorized management to pursue a plan to spin-off to holders of its Liberty Ventures common stock shares of a newly formed company to be called Liberty TripAdvisor Holdings (“Trip Holdings”). Trip Holdings would be comprised of, among other things, Liberty’s 22% economic and 57% voting interest in TripAdvisor, as well as the Celebrate retail business, which is currently a part of Celebrate, and an anticipated initial corporate level net debt balance of $350 million. Management continues to review the proposed spin-off, and no assurance can be given as to when or if it will be completed. For TripAdvisor's stand-alone operating results as reported by TripAdvisor, see TripAdvisor's Form 10-K for the year ended December 31, 2013.

On February 27, 2014, Liberty’s board approved a two for one stock split of Series A and Series B Liberty Ventures common stock, to be effected by means of a dividend. The stock split is being done in order to bring Liberty into compliance with a Nasdaq listing requirement regarding the minimum number of publicly held shares of the Series B Liberty Ventures stock. In the stock split, holders of Series A and Series B Liberty Ventures stock as of 5:00 p.m. New York City time on April 4, 2014 will receive a dividend of one share of Series A or Series B Liberty Ventures stock for each shares of Series A or Series B Liberty Ventures stock, respectively, held by them as of such time. The payment date for the dividend will be April 11, 2014.

Share Repurchases

There were no repurchases of Liberty Ventures Group common stock (Nasdaq: LVNTA) from November 1, 2013 through January 31, 2014. The Liberty Ventures Group does not have an outstanding stock repurchase authorization at this time.

The businesses and assets attributed to the Liberty Ventures Group are all of Liberty's businesses and assets other than those attributed to the Liberty Interactive Group and include its subsidiary TripAdvisor, its interest in Expedia, and minority interests in Time Warner and Time Warner Cable. TripAdvisor is a separate publicly traded company and additional information about TripAdvisor can be obtained through its website and filings with the Securities and Exchange Commission.

FOOTNOTES

NOTES

Unless otherwise noted, the foregoing discussion compares financial information for the year ended December 31, 2013 to the same period in 2012.

The following financial information with respect to Liberty's equity affiliates and available for sale securities is intended to supplement Liberty's consolidated statements of operations which are included in its Form 10-K.

Cash and Debt

The following presentation is provided to separately identify cash and liquid investments and debt information.

Total cash and liquid investments attributed to the Liberty Interactive Group increased by approximately $143 million during the fourth quarter. Cash flows from operations and borrowings on the QVC bank credit facility in excess of repayments were partially offset by capital expenditures and stock repurchases. Total debt attributed to the Liberty Interactive Group increased by $236 million, primarily due to borrowings on the QVC bank credit facility.

Total cash and liquid investments attributed to the Liberty Ventures Group increased $133 million, primarily due to cash flows from operations. Included in the fourth quarter total cash and liquid investments attributed to the Liberty Ventures Group is $670 million held at TripAdvisor, which is comprised of $351 million of cash, $131 million of short-term marketable securities and $188 million of long-term marketable securities. Although TripAdvisor is a consolidated subsidiary, they are a separate public company with a significant noncontrolling interest, therefore Liberty does not have ready access to those cash and liquid investments. Total debt outstanding attributed to the Liberty Ventures Group decreased by $7 million during the fourth quarter, primarily due to repayments made on TripAdvisor debt facilities.

Important Notice: Liberty (Nasdaq: LINTA, LINTB, LVNTA, LVNTB) President and CEO, Greg Maffei will discuss Liberty's earnings release in a conference call which will begin at 12:15 p.m. (ET) on February 28, 2014. The call can be accessed by dialing (877) 548-7901 or (719) 325-4784 at least 10 minutes prior to the start time. Replays of the conference call can be accessed until 2:15 p.m. (ET) on March 7, 2014, by dialing (888) 203-1112 or (719) 457-0820 plus the passcode 7682293. The call will also be broadcast live across the Internet and archived on our website. To access the webcast go to http://www.libertyinteractive.com/events. Links to this press release will also be available on Liberty's website.

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, the proposed recapitalization of our capital stock and potential spin-off of our interest in TripAdvisor, future financial prospects, international expansion, new service and product offerings, the monetization of our non-core assets, the continuation of our stock repurchase program, the completion of the Liberty Ventures stock split, and the ability of invested cash flows to meet obligations under the debentures 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, the ability of Liberty to complete the Liberty Ventures stock split, possible changes in market acceptance of new products or services, competitive issues, regulatory matters affecting our businesses, continued access to capital on terms acceptable to Liberty Interactive, changes in law and government regulations that may impact the derivative instruments that hedge certain of our financial risks, our ability to satisfy the conditions to the proposed recapitalization and spin-off and market conditions conducive to stock repurchases. These forward-looking statements speak only as of the date of this press release, and Liberty Interactive expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Interactive's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Interactive, including the most recent Form 10-K, for additional information about Liberty Interactive and about the risks and uncertainties related to Liberty Interactive's business which may affect the statements made in this press release.

Additional Information

Nothing in this press release shall constitute a solicitation to buy or an offer to sell shares of the proposed QVC Group tracking stock, the proposed Liberty Digital Commerce tracking stock or Liberty's existing common stock. The offer and sale of shares of the proposed new tracking stocks will only be made pursuant to an effective registration statement. Liberty stockholders and other investors are urged to read the registration statement to be filed with the SEC, including the proxy statement/prospectus to be contained therein, because they will contain important information about the issuance of shares of the proposed tracking stocks. Copies of Liberty's SEC filings are available free of charge at the SEC's website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Liberty Interactive Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.

Participants in a Solicitation

The directors and executive officers of Liberty and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals relating to the approval of the issuance of the new tracking stocks. Information regarding the directors and executive officers of Liberty and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials to be filed with the SEC.

SUPPLEMENTAL INFORMATION

As a supplement to Liberty's consolidated statements of operations, which are included in its Form 10-K, the following is a presentation of quarterly information and operating metrics on a stand-alone basis for the largest business owned by Liberty (QVC) at December 31, 2013, which Liberty has identified as a reportable segment.

Please see below for the definition of adjusted OIBDA and a discussion of why management believes the presentation of adjusted OIBDA for QVC provides useful information for investors. Schedule 2 to this press release provides a reconciliation of adjusted OIBDA for each identified reportable segment to that segment's operating income for the same period, as determined under GAAP.

NON-GAAP FINANCIAL MEASURES

This press release includes a presentation of adjusted OIBDA, which is a non-GAAP financial measure, for Liberty, QVC (and certain of its subsidiaries), and the eCommerce businesses together with a reconciliation to that entity's operating income, as determined under GAAP. Liberty defines adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses, excluding all stock based compensation, and excludes from that definition depreciation and amortization and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Further, this press release includes adjusted OIBDA margin which is also a non-GAAP financial measure. Liberty defines adjusted OIBDA margin as adjusted OIBDA divided by revenue.

Liberty believes adjusted OIBDA is an important indicator of the operational strength and performance of its businesses, including each business' ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Because adjusted OIBDA is used as a measure of operating performance, Liberty views operating income as the most directly comparable GAAP measure. Adjusted OIBDA is not meant to replace or supersede operating income or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with the same information that Liberty's management considers in assessing the results of operations and performance of its assets. Please see the attached schedules for applicable reconciliations.

SCHEDULE 1

The following table provides a reconciliation of Liberty Interactive Group's adjusted OIBDA to its operating income calculated in accordance with GAAP for the three months ended December 31, 2012, March 31, 2013, June 30, 2013, September 31, 2013 and December 31, 2013, respectively and years ended December 31, 2012 and 2013.

SCHEDULE 2

The following table provides a reconciliation of adjusted OIBDA for QVC (and certain of its subsidiaries) and the eCommerce businesses to that entity or such businesses' operating income (loss) calculated in accordance with GAAP for the three months ended December 31, 2012, March 31, 2013, June 30, 2013, September 31, 2013 and December 31, 2013, respectively and years ended December, 31, 2012 and 2013.