Annual report pursuant to Section 13 and 15(d)

Disposals

v3.10.0.1
Disposals
12 Months Ended
Dec. 31, 2018
Disposals [Abstract]  
Disposals

(5)  Disposals

Disposals - Presented as Discontinued Operations

On November 4, 2016, Qurate Retail completed the Expedia Holdings Split-Off. Expedia Holdings is comprised of, among other things, Qurate Retail’s former interest in Expedia and Qurate Retail’s former wholly-owned subsidiary Bodybuilding. Qurate Retail views Expedia and Bodybuilding as separate components and evaluated them separately for discontinued operations presentation. Based on a quantitative analysis, the split-off of Qurate Retail’s interest in Expedia had a major effect on Qurate Retail’s operations, primarily due to prior year one-time gains on transactions recognized by Expedia.  Accordingly, the consolidated financial statements of Qurate Retail have been prepared to reflect Qurate Retail’s interest in Expedia as a discontinued operation. The disposition of Bodybuilding as part of the Expedia Holdings Split-Off does not have a major effect on Qurate Retail’s historical results nor is it expected to have a major effect on Qurate Retail’s future operations. Accordingly, Bodybuilding is not presented as a discontinued operation in the consolidated financial statements of Qurate Retail. See “Disposals – Not Presented as Discontinued Operations” below for additional information regarding Bodybuilding.

On March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off. At the time of the GCI Liberty Split-Off, GCI Liberty was comprised of, among other things, GCI Liberty’s legacy business, Qurate Retail’s former interest in Liberty Broadband, Charter and LendingTree, and Qurate Retail’s former wholly-owned subsidiary Evite. Qurate Retail viewed Liberty Broadband, LendingTree and Evite as separate components and evaluated them separately for discontinued operations presentation. As Qurate Retail’s former interest in Charter was accounted for as an available for sale investment it did not meet the definition of a component for discontinued operation presentation. The disposition of Liberty Broadband was considered significant to the overall financial statements.  Accordingly, the accompanying consolidated financial statements of Qurate Retail have been prepared to reflect Qurate Retail’s interest in Liberty Broadband as a discontinued operation for the years ended December 31, 2018, 2017 and 2016. The disposition of LendingTree and Evite as part of the GCI Liberty Split-Off does not have a major effect on Qurate Retail’s historical or future results. Accordingly, LendingTree and Evite are not presented as discontinued operations in the accompanying consolidated financial statements of Qurate Retail. LendingTree and Evite are included in the Corporate and other segment through March 8, 2018. See “Disposals – Not Presented as Discontinued Operations” below for additional information regarding Evite and LendingTree.

Certain financial information for the Company’s investment in Liberty Broadband, which is included in the discontinued operations line items of the consolidated Qurate Retail balance sheets as of December 31, 2017, is as follows (amounts in millions):

 

 

 

 

 

 

 

 

December 31,

 

 

 

 

2017

 

Investment in Liberty Broadband measured at fair value

 

$

3,635

 

Deferred income tax liabilities

 

$

303

 

 

Certain financial information for Qurate Retail’s investment in Expedia, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions):

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2016

 

Earnings (loss) before income taxes

 

$

24

 

Income tax (expense) benefit

 

$

(4)

 

 

Certain financial information for Qurate Retail’s investment in Liberty Broadband, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions):

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

2018

 

2017

 

2016

 

Earnings (loss) before income taxes

 

$

187

 

473

 

761

 

Income tax (expense) benefit

 

$

(46)

 

(21)

 

(282)

 

 

The combined impact from discontinued operations, discussed above, is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

 

2018

 

2017

 

2016

 

Basic earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2):

 

 

 

 

 

 

 

 

Series A and Series B Qurate Retail common stock

 

$

NA

 

NA

 

NA

 

Series A and Series B Liberty Ventures common stock

 

$

1.64

 

5.26

 

3.73

 

Diluted earnings (loss) from discontinued operations attributable to Qurate Retail shareholders per common share (note 2):

 

 

 

 

 

 

 

 

Series A and Series B Qurate Retail common stock

 

$

NA

 

NA

 

NA

 

Series A and Series B Liberty Ventures common stock

 

$

1.62

 

5.20

 

3.69

 

 

Prior to the GCI Liberty Split-Off, Qurate Retail accounted for the investment in Liberty Broadband at its fair value. Accordingly, Liberty Broadband’s assets, liabilities and results of operations were not included in Qurate Retail’s consolidated financial statements. Summary financial information for Liberty Broadband for the periods prior to the GCI Liberty Split-Off is as follows:

 

 

 

 

 

 

    

December 31,

 

 

 

 

2017

 

 

 

amounts in millions

 

Current assets

 

$

84

 

Total assets

 

$

11,932

 

Current liabilities

 

$

11

 

Total liabilities 

 

$

1,445

 

Equity

 

$

10,487

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

    

 

2017

    

2016

 

 

 

amounts in millions

 

Operating income

 

$

(25)

 

(21)

 

Share of earnings (loss) of affiliate

 

$

2,509

 

642

 

Gain (loss) on dilution of investment in affiliate

 

$

(18)

 

771

 

Income tax (expense) benefit

 

$

(417)

 

(558)

 

Net earnings (loss) attributable to Liberty Broadband shareholders

 

$

2,034

 

917

 

 

Disposals – Not Presented as Discontinued Operations

On July 22, 2016, Qurate Retail completed the CommerceHub Spin-Off.  CommerceHub is included in the Corporate and other segment through July 22, 2016 and is not presented as a discontinued operation as the CommerceHub Spin-Off did not have a major effect on Qurate Retail’s operations and financial results. Included in Total revenue, net in the accompanying consolidated statements of operations is $51 million for the year ended December 31, 2016, related to CommerceHub.  Included in Net earnings (loss) in the accompanying consolidated statements of operations are earnings of $5 million for the year ended December 31, 2016, related to CommerceHub. 

As discussed above, on November 4, 2016, Qurate Retail completed the Expedia Holdings Split-Off. Although Qurate Retail’s interest in Expedia has been presented as a discontinued operation, Bodybuilding is not presented as a discontinued operation in the consolidated financial statements of Qurate Retail. Bodybuilding is included in the Corporate and other segment through November 4, 2016. Included in Total revenue, net in the accompanying consolidated statements of operations is $355 million for the year ended December 31, 2016, related to Bodybuilding. Included in Net earnings (loss) in the accompanying consolidated statements of operations are earnings of $6 million for the years ended December 31, 2016, related to Bodybuilding.

As discussed above, on March 9, 2018, Qurate Retail completed the GCI Liberty Split-Off.  Although Liberty Broadband has been presented as a discontinued operation, Evite and LendingTree are not presented as discontinued operations. Included in revenue in the accompanying consolidated statements of operations is $3 million, $24 million and $23 million for the years ended December 31, 2018, 2017 and 2016, respectively, related to Evite. Included in net earnings (loss) in the accompanying consolidated statements of operations are losses of $2 million, $3 million and $1 million, for the years ended December 31, 2018, 2017 and 2016, respectively, related to Evite.  Included in total assets in the accompanying consolidated balance sheets as of December 31, 2017 is $43 million related to Evite. Included in net earnings (loss) in the accompanying consolidated statements of operations are earnings of less than a million, $6 million and $31 million for the years ended December 31, 2018, 2017, and 2016, respectively, related to LendingTree. Included in total assets in the accompanying consolidated balance sheets as of December 31, 2017 is $115 million related to LendingTree.