Annual report pursuant to Section 13 and 15(d)

Discontinued Operations

v2.4.1.9
Discontinued Operations
12 Months Ended
Dec. 31, 2014
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

(5)Discontinued Operations

 

On August 27, 2014, Liberty completed the TripAdvisor Holdings Spin-Off to holders of its Liberty Ventures common stock shares of its former wholly-owned subsidiary, TripAdvisor Holdings. TripAdvisor Holdings is comprised of Liberty’s former 22% economic and 57% voting interest in TripAdvisor, as well as BuySeasons, Liberty’s former wholly-owned subsidiary, and a corporate level net debt balance of $350 million. In connection with the TripAdvisor Holdings Spin-Off during August 2014, TripAdvisor Holdings drew down $400 million in margin loans and distributed approximately $350 million to Liberty. This transaction has been recorded at historical cost due to the pro rata nature of the distribution. Following the completion of the TripAdvisor Holdings Spin-Off, Liberty and TripAdvisor Holdings operate as separate, publicly traded companies, and neither has any stock ownership, beneficial or otherwise, in the other. The consolidated financial statements of Liberty have been prepared to reflect TripAdvisor Holdings as discontinued operations. Accordingly, the assets and liabilities, revenue, costs and expenses, and cash flows of the businesses, assets and liabilities owned by TripAdvisor Holdings at the time of the TripAdvisor Holdings Spin-Off have been excluded from the respective captions in the accompanying consolidated balance sheets, statements of operations, comprehensive earnings and cash flows in such consolidated financial statements.

 

In connection with the TripAdvisor Holdings Spin-off, Liberty and TripAdvisor Holdings entered into a tax sharing agreement (the “Tax Sharing Agreement”). The Tax Sharing Agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and TripAdvisor Holdings and other agreements related to tax matters. Among other things, pursuant to the Tax Sharing Agreement, TripAdvisor Holdings has agreed to indemnify Liberty, subject to certain limited exceptions, for losses and taxes resulting from the TripAdvisor Holdings Spin-Off to the extent such losses or taxes result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by TripAdvisor Holdings (applicable to actions or failures to act by TripAdvisor Holdings and its subsidiaries following the completion of the TripAdvisor Holdings Spin-Off).

In October 2014, the IRS completed its examination of the TripAdvisor Holdings Spin-Off and notified Liberty that it agreed with the nontaxable characterization of the transaction. Liberty expects to execute a Closing Agreement with the IRS documenting this conclusion during 2015.

Certain combined financial information for TripAdvisor Holdings, which is included in the discontinued operations line items of the consolidated Liberty balance sheets as of December 31, 2013, is as follows (amounts in millions):

 

 

 

 

 

 

 

 

 

December 31, 2013

 

Current assets

 

$

653 

 

Investments in available-for-sale securities and other cost investments

 

$

188 

 

Property & equipment, net

 

$

39 

 

Goodwill

 

$

3,460 

 

Trademarks

 

$

1,832 

 

Other intangible assets, net

 

$

905 

 

Other assets

 

$

34 

 

Current liabilities

 

$

265 

 

Debt, including current portion

 

$

369 

 

Net deferred tax liability

 

$

836 

 

 

Certain combined financial information for TripAdvisor Holdings, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions, except per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

2014

 

2013

 

2012

 

Revenue

 

$

883 

 

1,033 

 

166 

 

Earnings (loss) before income taxes

 

$

68 

 

(27)

 

1,102 

 

Income tax (expense) benefit

 

$

(20)

 

53 

 

(116)

 

Earnings (loss) attributable to Liberty Interactive Corporation shareholders

 

$

(1)

 

(8)

 

988 

 

 

Earnings per share impact of discontinued operations

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

2014

 

2013

 

2012

 

Basic earnings (loss) from discontinued operations attributable to Liberty shareholders per common share (note 3):

 

 

 

 

 

 

 

 

Series A and Series B Liberty Interactive Corporation common stock

 

$

NA

 

NA

 

0.53 

 

Series A and Series B Liberty Interactive common stock

 

$

(0.03)

 

(0.03)

 

(0.09)

 

Series A and Series B Liberty Ventures common stock

 

$

0.16 

 

0.12 

 

11.26 

 

Diluted earnings (loss) from discontinued operations attributable to Liberty shareholders per common share (note 3):

 

 

 

 

 

 

 

 

Series A and Series B Liberty Interactive Corporation common stock

 

$

NA

 

NA

 

0.52 

 

Series A and Series B Liberty Interactive common stock

 

$

(0.03)

 

(0.03)

 

(0.09)

 

Series A and Series B Liberty Ventures common stock

 

$

0.16 

 

0.12 

 

11.09 

 

 

The assets and liabilities included in the TripAdvisor Holdings Spin-Off, and their resulting impacts on the attributed consolidated statements of operations, were included in discontinued operations based on which group owned the assets at the time of the TripAdvisor Holdings Spin-Off.