Liberty Interactive Enters Into Agreement to
Acquire General Communication,
Combine with Liberty Ventures Group, and
Split-Off Combined Company from Liberty Interactive
April 4, 2017
2
Forward-Looking Statements
This presentation includes certain forward-looking statements, including statements about the proposed
acquisition of General Communication, Inc. (“GCI”) by Liberty Interactive Corporation (“Liberty
Interactive”) and the proposed split-off of Liberty Interactive’s interest in the combined company (“GCI
Liberty”) (the “proposed split-off ” and together with the proposed acquisition of GCI, the “proposed
transactions”), the timing of the proposed transactions, the contemplated reincorporation of GCI Liberty,
the proposed reattribution or sale of assets and liabilities at Liberty Interactive in connection with the
proposed transactions, the renaming of Liberty Interactive, GCI Liberty’s entry into a margin loan
arrangement prior to the completion of the proposed transaction, Liberty Interactive’s anticipated offer to
exchange any or all of its outstanding 1.75% Charter exchangeable debentures, the realization of estimated
synergies and benefits from the proposed transactions, business strategies, market potential, future financial
prospects 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 satisfaction of conditions to the proposed transactions.
These forward-looking statements speak only as of the date of this presentation, and each of Liberty
Interactive and GCI expressly disclaim 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 or
GCI’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 and GCI,
including the most recent Forms 10-K, for additional information about Liberty Interactive and GCI and
about the risks and uncertainties related to the business of each of Liberty Interactive and GCI which may
affect the statements made in this presentation.
3
Additional Disclaimers
Additional Information
Nothing in this presentation shall constitute a solicitation to buy or an offer to sell shares of GCI Liberty,
GCI common stock or any of Liberty Interactive’s tracking stocks. The offer and sale of shares in the
proposed transactions will only be made pursuant to GCI Liberty’s effective registration statement. Liberty
Interactive stockholders, GCI stockholders and other investors are urged to read the registration statement
and the joint proxy statement/prospectus to be filed regarding the proposed transactions and any other
relevant documents filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information about the proposed transactions. Copies of these 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 are also available, without charge, by directing a request
to Liberty Interactive Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention:
Investor Relations, Telephone: (720) 875-5420. GCI investors can access additional information at
ir.gci.com.
Participants in a Solicitation
The directors and executive officers of Liberty Interactive and GCI and other persons may be deemed to
be participants in the solicitation of proxies in respect of proposals to approve the proposed transactions.
Information regarding the directors and executive officers of Liberty Interactive is available in its definitive
proxy statement, which was filed with the SEC on July 8, 2016, and certain of its Current Reports on
Form 8-K. Information regarding the directors and executive officers of GCI is available as part of its
Form 10-K filed with the SEC on March 2, 2017. For other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be available in the proxy materials regarding the foregoing to be filed with the SEC. Free copies of these
documents may be obtained as described in the preceding paragraph.
4
Today’s Speakers
Greg Maffei
President and CEO
Liberty Interactive Corporation
Ron Duncan
President and CEO
General Communication, Inc.
Mark Carleton
CFO
Liberty Interactive Corporation
5
• Liberty Interactive enters into agreement to acquire General Communication, combine with
Liberty Ventures Group and split-off interest in combined company from Liberty Interactive
• Liberty Interactive to acquire GCI through multi-step reorganization process:
• Acquire General Communication (“GCI”), largest cable provider in Alaska, through combination with certain
Liberty Ventures Group (“Liberty Ventures”) assets and liabilities
• Certain Liberty Ventures assets to be combined with GCI expected to include: stakes in Charter and Liberty Broadband, Evite
operating business and certain other assets and liabilities
• Combined company to be named GCI Liberty
• Reattribute exchangeable bonds(1), stake in ILG, portfolio of green energy investments and cash from Liberty
Ventures to QVC Group pre-closing(2)
• Enables tax-free separation of Liberty Interactive’s interest in GCI Liberty (including GCI and certain Liberty
Ventures assets and liabilities) to holders of Liberty Ventures common stock in redemption of such stock for shares
of GCI Liberty on a one-for-one basis
• GCI Liberty expected to trade on the Nasdaq under ticker symbols GLIB(A/B/P)
• Enables asset-backed QVC Group
• Liberty Interactive will be surviving legal entity following split-off
• To be renamed QVC Group
(1) Other than certain of Liberty Interactive’s 1.75% Charter Exchangeable debentures, as described in more detail on slides 18-19.
(2) Described in more detail on slide 8.
Deal Summary
6
Transaction Terms
(1) Based on undiluted share count as of 2/24/2017 and excluding 1.5m of unvested RSAs as of that date.
(2) Described in more detail on slides 18-19.
• Transaction represents $2.68b enterprise value and $1.12b equity value for GCI(1)
• GCI shareholders to receive total consideration of $32.50/share
• Comprised of $27.50 / share of common stock and $5.00 / share of newly issued preferred stock (with 5% initial
dividend rate and post-closing increase to 7% once GCI Liberty is reincorporated in Delaware)(2)
• Former GCI shareholders will hold 23% of equity of GCI Liberty, representing 16% voting power in GCI Liberty(1)
• GCI will maintain headquarters in Anchorage and management will remain in place
• GCI Liberty to be Alaska corporation at closing
• As soon as practicable, GCI Liberty will call special meeting of stockholders to vote upon proposal to reincorporate in Delaware
• Deal expected to close by first quarter of 2018
7
Mutually Beneficial Transaction
• Establish leading, pure-play discovery
based retail and commerce company
• Rename QVC Group
• Will be eligible for possible inclusion
in stock indices
• Maintain prudent capital structure
with sufficient liquidity to service debt
• Increase near-term and annual
liquidity through reattribution of
$329m(1) cash and ongoing, growing
free cash flow from tax savings
estimated at $130m(2) annually
• Tax-free separation of
Liberty Ventures, including
Charter and Liberty
Broadband stakes
• Capital structure and free
cash flow should provide
financial flexibility for share
repurchase
• Increase in trading price of
GCI Liberty should enhance
ability to issue equity for
strategic acquisitions
• Reduce tracking stock
discounts
• Greater flexibility for
future strategic
acquisitions and
combinations
• Create efficient currency
for management
compensation and
retention
(1) Final cash amount to be determined at close based on valuations and results of exchange offer of
Liberty Interactive’s 1.75% Charter Exchangeable as described on slide 18.
(2) Tax savings from exchangeable bonds as described in the Appendix of this presentation; excludes additional tax savings from green energy investments.
8
Two Asset Backed Stocks: GCI Liberty & QVC Group
Today’s Liberty Interactive
Pro Forma Structure (Reattribution Summary)
Tracking stock Tracking stock
Asset backed stock Asset backed stock
Green Energy
Investments
Exchangeable
Bonds(2)
Green Energy
Investments
Exchangeable
Bonds(2)
• Cash ($329m)
• ILG ($260m after-tax)
• Green Energy Investments ($138m)
• Tax benefits – stock options ($23m)
• Exchangeable Debentures(2)
• Net tax attributes from
Exchangeables(4)
Assets (~$750m)
Liabilities: (~$750m)
(1) As currently contemplated and upon satisfaction of certain conditions
(2) Includes Liberty Interactive’s 4.00%, 3.75%, 3.50% and 0.75% Exchangeable debentures. Subject to exchange offer as described on slide 18, some amount of Liberty Interactive’s 1.75% Charter Exchangeable debentures may be
reattributed to QVC Group with offsetting amount of cash and indemnification from GCI Liberty for payment obligations through put date on 10/2023.
(3) Sound Ventures, Quid, Brit+Co, Liberty Israel Venture Fund II expected to be sold for estimated $75m proceeds.
(4) Deferred tax liability as of 12/31/2016 of $1.4b, does not include deferred tax liability for mark-to-market adjustments on bonds and includes deferred tax liability on deferred COD on debt retirements.
Other Private
Assets(3)
(1)
9
Receive >80%
voting stock in
GCI Liberty
3
Contribute remaining
Liberty Ventures assets and
liabilities to GCI Liberty(2)
(1) Includes Liberty Interactive’s 4.00%, 3.75%, 3.50% and 0.75% Exchangeable debentures. Subject to exchange offer as described on slide 18, some amount of Liberty Interactive’s 1.75% Charter Exchangeable
debentures may be reattributed to QVC Group with offsetting amount of cash and indemnification from GCI Liberty for certain payment obligations through put date on 10/2023.
(2) Intended to include stakes of Charter and Liberty Broadband, Giggle, LendingTree, Evite and, subject to certain conditions, FTD; Excludes Sound Ventures, Quid, Brit+Co and Liberty Israel
Venture Fund II, expected to be sold for estimated $75m proceeds.
Summary of Transaction Structure
All steps to occur at or shortly before transaction close
Receive shares of GCI Liberty:
• Class A Common
• Voting Preferred stock
GCI Shareholders
1
1
Reattribute (i) cash
(ii) ILG (iii) Green Energy and
(iv) Exchangeable Debentures to QVC Group(1)
2
Liberty Ventures Group
Shareholders
Complete redemption of Liberty
Ventures Group tracking stock on one
for one basis for all shares of GCI
Liberty owned by Liberty Interactive
4
10
GCI Liberty Pro-Forma Ownership Structure
GCI Liberty Ownership
(1) Based on undiluted share count as of 1/31/2017.
(2) Based on undiluted share count as of 2/24/2017 and excluding 1.5m of unvested RSAs as of that date; excludes Searchlight SARs which are expected to be cashed out at close.
(3) GCI Liberty preferred shares will have 21-year term, with 5% initial dividend rate and post-closing increase to 7% once GCI Liberty is reincorporated in Delaware, $25/share liquidation preference and 1/3 vote
per share with no conversion feature.
(shares in millions)
Number of
Shares
%
Common
Equity
%
Voting
Number
of Shares
%
Common
Equity
%
Voting
Legacy Liberty Ventures Shareholders
Series A Shares
(1)
81.2 95.0% 65.5% 81.2 75.8% 54.9%
Series B Shares
(1)
4.3 5.0% 34.5% 4.3 4.0% 28.9%
Legacy GCI Shareholders
Series A Shares
(2) - - - 21.6 20.2% 14.6%
Total Common Shares Outstanding 85.4 - - 107.0
Toal Series A Preferred Shares Outstanding
(3) - - - 6.9 - 1.5%
Liberty Ventures Group Post-Transaction
11
GCI Summary Company Profile
• Largest communications provider to both residential and
business customers in Alaska with $3+ billion network
• Headquartered in Anchorage with 2,300 employees
• Publicly traded since 1987
• True quad-play provider with solid competitive position
• Cable systems pass over 90% of Alaskan households;
over 50% data penetration of residential homes passed
• Leading market position across consumer products
• Industry best penetration and ARPUs
• Second largest wireless provider (~1/3 market share)
• Attractive financial profile with margin expansion
initiatives underway
• $933m revenue and $288m adjusted EBITDA in 2016
• Even revenue split between consumer and business services
• Operated by founder Ron Duncan
• Senior Management team average tenure of over 20 years
(as of December 31, 2016)
Wireline Segment - Consumer
Homes Passed 250,800
Data Subscribers 127,600
% Penetration of homes passed 51%
Basic Video Subscribers 107,700
% Penetration of homes passed 43%
Voice Subscribers 48,600
% Penetration of homes passed 19%
Data ARPU $88.85
Video ARPU $79.94
Wireline Segment - GCI Business
Data Subscribers 13,200
Basic Video Subscribers 18,100
Voice Subscribers 45,900
Total Wireline Segment
Data Subscribers 140,800
Video Subscribers 125,800
Voice Subscribers 94,500
Wireless Segment
Wireless Subscribers 222,500
Wireless ARPU $37.10
12
GCI is Unique Cable Asset…
• Defensive cable asset in underserved region
• Mission critical communications provider for Alaska
• Industry leading product penetration rates
• Revenue mix supports current industry trends
• Broadband centric
• Quad play offer with limited video exposure
• Strong cash flow generator
• Stable recurring revenues
• Approximately $290m of NOLs as of 12/31/16
• Declining capex requirements in 2017
• Opportunity to improve margins
• Cost and efficiency initiatives undertaken by management should yield long term benefits
• Near term opportunities for improvement in billing system consolidation and number portability
Consumer
2016 Data Data Video Voice Wireless
GCI Subscribers 127,600 107,700 48,600 194,900
GCI ARPU $88.85 $79.94 - $37.10
GCI Estimated Market Share 60-75% Non-Wireless
Competitors
13
…with History of Solid Financial Performance
$125 $197
$270 $268 $208
$585
$614
$640 $711 $726
$0
$200
$400
$600
$800
$1,000
2012 2013 2014 2015 2016
Wireless Wireline
$710
$812
$910
$979
$934
Total Revenue
Video
18%
Voice
12%
Wireless
10%
[CATEGO
RY NAME]
[VALUE]
2016 Wireline Revenue
($ in millions)
Adjusted EBITDA and Adjusted EBITDA Margin(1)
$227
$267
$323 $330
$288
32% 33% 35% 34% 31%
$0
$100
$200
$300
$400
2012 2013 2014 2015 2016
Adjusted EBITDA % Margin
($ in millions)
(1) Adjusted EBITDA is defined as earnings plus imputed interest on financed devices before: net interest expense, income taxes, depreciation and amortization expense, loss on extinguishment of debt, software
impairment charge, derivative instrument unrealized income (loss), share-based compensation expense, accretion expense, loss attributable to non-controlling interest resulting from new markets tax credits
transactions, gains and impairment losses on equity and cost method investments, gain recorded for adjusting to fair value assets that were included as consideration paid to acquire a fiber system, and other non-
cash adjustments; Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenue.
14
Path to Future EBITDA and Free Cash Flow Growth
Four Major GCI Projects
New billing system expected to be implemented in 2018
• Already eliminated four billing systems in 2016
• Significantly reduces consumer plan complexity
• Large opportunity with auto-pay and no-print invoice savings
Simplify our network
• Faster turn up of new products
• Elimination of old technologies (i.e. frame relay, GSM, and redundant CDMA network)
• Improves experience and reduces down time and O&M
Reduce reliance on local exchange carrier (“LEC”) facilities
• Expect to reduce spend by $10 million per year through network buildouts
Procurement savings
• Over $500 million per year in addressable spend
• First time company-wide procurement initiative
1
2
3
4
Each point of margin improvement worth $9 million of EBITDA
Free cash flow growth allows potential for meaningful stock buybacks
15
In Summary
• Pleased to announce our agreement with GCI, largest cable provider in Alaska
• Form new public company, GCI Liberty
• Asset-back stocked containing GCI and certain assets and liabilities of Liberty Ventures
• Create asset-backed QVC Group
• GCI’s talented management team will remain in place and execute on their strategy
• Transaction provides value for all shareholders
• Expected close by first quarter of 2018
Q&A
Appendix
18
Transaction Summary Terms
Overview
• Liberty Interactive will acquire GCI through reorganization in which certain assets and liabilities attributed to Liberty
Ventures are contributed to GCI
• Reattribute exchangeable bonds(1), ILG and portfolio of green energy investments to QVC Group pre-closing (among other
things)
• Liberty Interactive will pursue tax-free separation of its interest in combined company (including GCI and certain Liberty
Ventures assets and liabilities) to be named GCI Liberty
• GCI Liberty common and preferred stock expected to trade on the Nasdaq under ticker symbols GLIB(A/B/P)
• GCI Liberty to be an Alaska corporation at closing. However, as soon as practicable, GCI Liberty will call a special
meeting of its stockholders to vote upon a proposal to reincorporate in Delaware
Terms
• Total enterprise value approximately $2.68b and equity value approximately $1.12b for GCI(2)
• GCI shareholders to receive mix of Class A GCI Liberty common stock and GCI Liberty preferred shares
• Reattribution of select Liberty Ventures assets and liabilities to QVC Group will take place prior to closing, including:
(i) Liberty Interactive’s 4.00, 3.75%, 3.50% and 0.75% Exchangeable debentures, along with associated tax attributes
• Liberty Interactive to launch offer to exchange outstanding 1.75% Charter Exchangeable debentures (“1.75%
Exchangeables”) for mirror securities issued by GCI Liberty in advance of transaction closing; any debentures not
exchanged will be reattributed to QVC Group together with amount of cash equal to NPV of principal and cash
interest payments through put date (10/2023) and indemnification from GCI Liberty with respect to any payments
made by Liberty Interactive in excess of principal and interest to any holder of debentures that exercises its exchange
right on or before 10/2023. Such cash may be funded in part through LBRDK margin loan (discussed below)
(ii) $138m Green Energy Investments (iii) 16.6m shares ILG (iv) approximately $329m of cash(3)
• Margin loan to be executed by sub of GCI Liberty in expected amount of $500 million against 42.7m LBRDK shares
• Portion of loan proceeds may be distributed to QVC Group depending on portion of 1.75% Exchangeables not
exchanged into mirror GCI Liberty securities
• If >90% exchanged, no cash will be sourced from margin loans
• QVC Group must use distributed cash sourced from margin loan within 1 year of split-off to repurchase stock or pay
down debt
(1) Other than certain of Liberty Interactive’s 1.75% Charter Exchangeable debentures, as described in more detail above.
(2) Based on GCI’s undiluted share count as of 2/24/2017.
(3) Final cash amount to be determined at close based on valuations and results of exchange offer of Liberty Interactive’s 1.75% Charter Exchangeable, as described in more detail above.
19
Transaction Summary Terms (cont’d)
Financing
• Fixed consideration of 0.63 shares of GCI Liberty common stock and 0.20 shares of GCI Liberty preferred stock for
each GCI share
• Based on Liberty Ventures reference price of $43.65/share as of February 3rd and $25/share preferred par value
• $944m newly issued GCI Liberty common stock (GLIBA/GLIBB)(1)
• Represents consideration of $27.50 / GCI share; 21.6m undiluted new GCI Liberty shares issued
• No premium for GCI B shares
• $172m newly issued GCI Liberty preferred stock (GLIBP)(1)
• Represents consideration of $5.00 / GCI share; 6.9m of new GCI Liberty preferred shares issued
• Preferred shares will have 21-year term, initial 5% coupon with increase to 7%, $25/share liquidation preference and
1/3 vote per share
• Former GCI Shareholders will hold 23% undiluted equity interest (representing 16% total undiluted voting power)(1)
Leadership
• GCI CEO, Ron Duncan, and other GCI senior management will stay in place at GCI
• Greg Maffei will be CEO of GCI Liberty
• Donne Fisher (former Chairman of Board of GCI) and Ron Duncan will join GCI Liberty Board of Directors
Timing
• Transaction subject to necessary approvals, including (i) HSR (ii) FCC (iii) Alaskan regulatory authority (iv) GCI
shareholder approval and (v) Liberty Ventures shareholder approval
• Expected to close by first quarter 2018
(1) Based on GCI’s undiluted share count as of 2/24/2017 and excluding 1.5m of unvested RSAs as of that date.
20
Pro Forma GCI Liberty Net Asset Value
Capitalization Summary Total Debt Summary
Note: Share prices as of 4/3/2017
(1) Based on transaction purchase price of $32.50 per share as shown on slides 18-19 and based on GCI’s undiluted share count as of 2/24/2017.
(2) Includes Evite and Giggle. Excludes Sound Ventures, Quid, Brit+Co and Liberty Israel Venture Fund II, expected to be sold for estimated $75m proceeds.
(3) Represents Liberty Ventures cash balance as of 12/31/2016, pro forma for $500m LBRDK margin loan, assuming $329m cash reattributed to QVC Group and assuming $75m in proceeds from sale of private assets.
(4) Multiple of GCI’s reported 2016 EBITDA.
(5) Capacity of $200. Assumes additional $59m drawn on revolver at close to cover Searchlight SAR cash settlement.
(6) Includes $450m of Senior Notes with an interest rate of 6.875% and $325m of Senior Notes with an interest rate of 6.750%.
(7) Includes GCI’s capital leases primarily related to leasing transponder capacity, certain sale and leaseback obligations and other borrowings.
(8) Liberty Interactive will offer to exchange any or all of its outstanding 1.75% Charter exchangeable debentures due 2046 for mirror debentures of GCI Liberty; holders will be required to tender in advance of the
transaction closing. Any Exchangeable debentures not exchanged will be reattributed to the QVC Group together with an amount of cash equal to NPV principal and cash interest payments through the put date
(10/2023), and an indemnification obligation from GCI Liberty through 10/2023 for additional amounts payable if holders put while CHTR exchange feature is in the money. Presentation above assumes all
Exchangeable debentures accept exchange offer and full $750m of debt is at GCI Liberty.
(9) To be issued by GCI Liberty.
2016 EBITDA
Amount Amount Multiple
(4)
GCI Enterprise Value
(1) 2,678 Operating Company GCI Debt
Liberty Broadband (42.7m shares, $85.53 / share) 3,719 Revolving Credit Facility
(5)
(L+3.00%) 114 0.4x
Charter (5.4m shares, $325.17 / share) 1,773 Term Loan A (L+3.00%) 215 0.7x
Lending Tree (2.8m shares, $119.30 / share) 341 Term Loan B (L+3.00%) 245 0.9x
FTD (10.2m shares, $24.48 / share) 199 Senior Notes
(6) 775 2.7x
Other Assets
(2) 40 Capital Leases and Other Debt Obligations
(7) 158 0.5x
Searchlight Note 75 0.3x
GCI Cash 19 Total Operating Company GCI Debt 1,582 5.5x
Cash Attributable to GCI Liberty
(3) 733
Total Cash 752 Non-GCI Debt at GCI Liberty
Total GCI Liberty Asset Value 9,462 1.75% CHTR Exchangeable
(8) 750
Total Debt 2,832 New LBRDK Margin Loan
(9) 500
Preferred Shares Issued to GCI Shareholders 172 Total Non-GCI Debt at GCI Liberty 1,250
Total GCI Liberty Net Asset Value 6,458 Total GCI Liberty Debt 2,832
21
Valuation Summary
Deconstructing the Purchase Price
(1) Midpoint of GCI’s 2017 Adjusted EBITDA guidance of $300-$325 million.
(2) Assumes additional $59m drawn on revolver at close to cover Searchlight SAR cash settlement.
FY2017E
($ in millions)
Adj. EBITDA
Multiple
(1)
$313
Revolver (L+3.00%, $200m capacity)
(2)
114$
Term Loan A (L+3.00%) 215
Term Loan B (L+3.00%) 245
6.750% Senior Notes due 2021 325
6.875% Senior Notes due 2025 450
Capital Leases & Other Debt Obligations 158
Searchlight Note 75
Total Debt Acquired 1,582$ 5.1x
Acquired Cash 19
Net Debt 1,563$ 5.0x
Value of Newly Issued Liberty GCI Common Shares 944$
Value of Newly Issued Liberty GCI Preferred Shares 172$
Enterprise Value 2,678$ 8.6x
22
GCI Historical Operating Metrics
Data Subscribers Wireless Subscribers
Historical Data ARPU Historical Wireless ARPU
115,300 119,100 127,300 127,600
14,000 14,100
12,700 13,200
2013 2014 2015 2016
Consumer Data Subscribers Business Data Subscribers
129,300 133,200
140,000 140,800
141,500 149,600
227,800 222,500
2013 2014 2015 2016
$70.50
$78.87
$87.31 $88.83
2013 2014 2015 2016
$48.71 $49.97
$43.37
$37.10
2013 2014 2015 2016
23
GCI Summary Financial Performance
(1) Unlevered free cash flow reflects Adjusted EBITDA less capital expenditures, plus cash received in excess of revenue recognized for long-term roaming arrangements.
(2) Reflects total debt including all capital lease and loan obligations (net of cash) divided by Adjusted EBITDA.
($ in millions) 2014 2015 2016
Revenue $910 $979 $934
Adjusted EBITDA $323 $330 $288
Adjusted EBITDA Margin 35% 34% 31%
Capital Expenditures $176 $176 $194
Unlevered Free Cash Flow
(1) $147 $154 $124
Net Leverage
(2) 3.4x 4.1x 5.2x
24
Exchangeable Debentures 101 (3.5%, 3.75% and 4.0% Bonds)
• What are they?
• Debt securities with exchangeability into an underlying basket of securities (or cash equal to fair market value thereof)
• How do they work?
• Allows for tax deductions in excess of cash coupon (imputed interest due to exchangeability)
• Creates current period cash benefit from tax deductions in excess of stated interest
• Creates corresponding increasing deferred tax liability, which is expected to come due at maturity of underlying bond (effectively a
zero cost loan)
• Adjusted issue price accretes annually to produce escalating tax benefit
• Simplified example
• $1b bond at issuance with 4% cash coupon and 9% permissible interest deduction for tax purposes
• Delta between 4% cash coupon and 9% interest deduction accretes to adjusted issue price each year
• Year 1 incremental interest deduction: $50m ((9% - 4%) x $1b)
• In year 2, adjusted issue price has accreted by $50m of incremental interest deduction to $1.05b
• Cash coupon remains $40m (4% x $1b), however, tax deductible interest is 9% x $1.05b, creating incremental interest deduction of
$54m
• This compounding continues through to maturity
25
Exchangeable Bond Overview
• Receive favorable tax treatment for three bonds
• Sprint/CTL, 4% due 2029
• Sprint/CTL, 3.75% due 2030
• MSI, 3.5% due 2031
• Current annual contingent interest deductions of $350m+ growing to $1.1b in 2029
• Results in $130+m annual cash flow today growing to $400+m annual cash flow by 2029
• Deferred tax liabilities (“DTL”)
• 12/31/16 DTL related to exchangeable bonds is $1.4b(1)
• DTL grows to $5.1b at maturity and likely to become a cash tax liability at that date(2)
• However, growth in DTL from today through maturity will be offset dollar for dollar by cash tax savings from
contingent interest deductions
• Investment returns on interim cash tax savings can be applied against existing or future company obligations,
including DTL and principal balance liability on exchangeable debentures
(1) Does not include deferred tax liability for mark-to-market adjustments on bonds; includes deferred tax liability on deferred COD on debt retirements.
(2) Assumes bonds remain outstanding until maturity.
26
Exchangeable Bond Overview
Bond Exch
Ratio(s)
Cash
Interest
Face ($m)
12/31/16
FV ($m)
12/31/16
Interest Rate
Tax Purposes
Accreted
Basis ($m)
12/31/15
2029(1) 3.2265 S
0.786 CTL
4% $435 $276 9.069% $1,302
2030(2) 2.3587 S
0.5746 CTL
3.75% $436 $267 9.43% $1,381
2031(3) 5.2598 MSI 3.5% $337 $316 9.5% $1,645
Bond Cash Coupon
2016E ($m)(4)
Contingent
Interest 2016E
Total Interest
(Tax) 2016E
Estimated Accreted
Basis ($m)
12/31/16
2029(1) $19 $101 $120 $1,403
2030(2) $17 $116 $133 $1,497
2031(3) $21 $148 $169 $1,793
(1) Estimated principal amount at maturity is $413 million (assumes no further extraordinary distributions).
(2) Estimated principal amount at maturity is $421 million (assumes no further extraordinary distributions).
(3) Estimated principal amount at maturity is $173 million (assumes no further extraordinary distributions).
(4) Tax deductible interest. A portion of this reduces the outstanding principal amount of the bonds. See Liberty Interactive press releases for more detail.