Unaudited Attributed Financial Information for Tracking Stock Groups
Our Liberty Interactive common stock is intended to reflect the separate performance of our QVC Group (formerly referred to as the Interactive Group), which, subsequent to the reattribution, is comprised of our subsidiary, QVC, Inc. (“QVC”) and our interest in HSN, Inc. Our Liberty Ventures common stock is intended to reflect the separate performance of our Ventures Group which, subsequent to the reattribution, consists of our on-line commerce businesses Backcountry.com, Inc. ("Backcountry"), Bodybuilding.com, LLC ("Bodybuilding"), CommerceHub, Evite, Inc. (“Evite”) and LMC Right Start, Inc. (“Right Start”) (collectively, the “Digital Commerce” businesses), and our interest in equity method investments of Expedia, Inc., Interval Leisure Group, Inc., FTD Companies, Inc. (“FTD”) (included in the Digital Commerce businesses) and LendingTree, Inc. (“LendingTree”) and available-for-sale securities Time Warner, Time Warner Cable and AOL.
On August 9, 2012 Liberty completed the approved recapitalization of its common stock through the creation of the Liberty Interactive common stock and Liberty Ventures common stock as tracking stocks. In the recapitalization, each holder of Liberty Interactive Corporation common stock remained a holder of the same amount and series of Liberty Interactive common stock and received 0.05 of a share of the corresponding series of Liberty Ventures common stock, by means of a dividend, with cash issued in lieu of fractional shares of Liberty Ventures common stock.
On October 3, 2014, Liberty reattributed from the Interactive Group to the Ventures Group its Digital Commerce businesses, which were valued at $1.5 billion, and approximately $1 billion in cash. In connection with the reattribution, each holder of Liberty Interactive common stock received 0.14217 of a share of the corresponding series of Liberty Ventures common stock for each share of Liberty Interactive common stock held as of the record date, with cash paid in lieu of fractional shares. The distribution date for the dividend was on October 20, 2014, and the Liberty Interactive common stock began trading ex-dividend on October 15, 2014. The Interactive Group is referred to as the QVC Group subsequent to the reattribution. The reattribution of the Digital Commerce companies is presented on a prospective basis from the date of the reattribution in Liberty’s consolidated financial statements, with October 1, 2014 used as a proxy for the date of the reattribution.
On December 31, 2014, Liberty announced the closing of the acquisition by FTD of Provide. Under the terms of the transaction, Liberty received approximately 10.2 million shares of FTD common stock representing approximately 35% of the combined company and approximately $145 million in cash. Subsequent to completion of the transaction, Liberty accounts for FTD as an equity-method affiliate based on the ownership level and board representation. Given our significant continuing involvement with FTD, Provide is not presented as a discontinued operation in the consolidated financial statements of Liberty.
The following tables present our assets and liabilities as of December 31, 2014 and 2013 and revenue, expenses and cash flows for the three years ended December 31, 2014, 2013 and 2012. The tables further present our revenue, expenses and cash flows that are attributed to the QVC Group and the Ventures Group, respectively, as if the recapitalization had occurred at the beginning 2012, for comparative purposes. Therefore, the attributed earnings presented in the Unaudited Attributed Financial Information Statements are not the same as those reflected in the Liberty Interactive Corporation consolidated financial statements for the year ended December 31, 2012. The earnings attributed to the QVC Group and Ventures Group for purposes of those financial statements only relate to the period after the
1
tracking stocks were issued. The financial information in this Exhibit should be read in conjunction with our consolidated financial statements for the year ended December 31, 2014 included in this Annual Report on Form 10-K.
Notwithstanding the following attribution of assets, liabilities, revenue, expenses and cash flows to the QVC Group and the Ventures Group, our tracking stock structure does not affect the ownership or the respective legal title to our assets or responsibility for our liabilities. We and our subsidiaries are each responsible for our respective liabilities. Holders of Liberty Interactive common stock and Liberty Ventures common stock are holders of our common stock and are subject to risks associated with an investment in our company and all of our businesses, assets and liabilities. The issuance of Liberty Interactive common stock and Liberty Ventures common stock does not affect the rights of our creditors or creditors of our subsidiaries.
2
SUMMARY ATTRIBUTED FINANCIAL DATA
QVC Group
|
|
|
|
|
|
|
|
|
December 31, 2014 |
|
December 31, 2013 |
|
|
|
|
amounts in millions |
|
|||
Summary balance sheet data: |
|
|
|
|
|
|
Current assets |
|
$ |
2,783 |
|
3,245 |
|
Investments in affiliates, accounted for using the equity method |
|
$ |
375 |
|
343 |
|
Intangible assets not subject to amortization, net |
|
$ |
7,634 |
|
8,383 |
|
Total assets |
|
$ |
13,012 |
|
14,862 |
|
Long-term debt |
|
$ |
5,851 |
|
5,044 |
|
Long-term deferred income tax liabilities |
|
$ |
1,033 |
|
1,207 |
|
Attributed net assets |
|
$ |
4,280 |
|
6,378 |
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|||||
|
|
2014 |
|
2013 |
|
2012 |
|
|
|
|
amounts in millions |
|
|||||
Summary operations data: |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
10,028 |
|
10,219 |
|
9,888 |
|
Cost of sales |
|
|
(6,378) |
|
(6,533) |
|
(6,307) |
|
Operating expenses |
|
|
(854) |
|
(862) |
|
(819) |
|
Selling, general and administrative expenses (1) |
|
|
(940) |
|
(1,010) |
|
(943) |
|
Depreciation and amortization |
|
|
(643) |
|
(629) |
|
(591) |
|
Impairment of intangible assets |
|
|
(7) |
|
(30) |
|
(53) |
|
Operating income (loss) |
|
|
1,206 |
|
1,155 |
|
1,175 |
|
Interest expense |
|
|
(312) |
|
(290) |
|
(322) |
|
Share of earnings (losses) of affiliates, net |
|
|
51 |
|
48 |
|
28 |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
(22) |
|
(12) |
|
51 |
|
Gains (losses) on transactions, net |
|
|
— |
|
(1) |
|
— |
|
Other income (expense), net |
|
|
(43) |
|
(54) |
|
— |
|
Income tax benefit (expense) |
|
|
(306) |
|
(346) |
|
(357) |
|
Earnings (loss) from continuing operations |
|
|
574 |
|
500 |
|
575 |
|
Earnings (loss) from discontinued operations, net of taxes |
|
|
(15) |
|
(17) |
|
(46) |
|
Net earnings (loss) |
|
|
559 |
|
483 |
|
529 |
|
Less net earnings (loss) attributable to noncontrolling interests |
|
|
39 |
|
45 |
|
63 |
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders |
|
$ |
520 |
|
438 |
|
466 |
|
(1) |
Includes stock-based compensation of $83 million, $110 million and $84 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
3
SUMMARY ATTRIBUTED FINANCIAL DATA (Continued)
Ventures Group
|
|
|
|
|
|
|
|
December 31, 2014 |
|
December 31, 2013 |
|
|
|
amounts in millions |
|||
Summary balance sheet data: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,884 |
|
307 |
Investments in available-for-sale securities and other cost investments |
|
$ |
1,220 |
|
1,309 |
Investments in affiliates, accounted for using the equity method |
|
$ |
1,258 |
|
894 |
Intangible assets not subject to amortization, net |
|
$ |
259 |
|
— |
Long-term debt, including current portion |
|
$ |
2,191 |
|
1,932 |
Deferred tax liabilities, including current portion |
|
$ |
1,987 |
|
1,885 |
Attributed net assets (liabilities) |
|
$ |
1,393 |
|
558 |
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|||||
|
|
2014 |
|
2013 |
|
2012 |
|
|
|
amounts in millions |
|||||
Summary operations data: |
|
|
|
|
|
|
|
Revenue |
|
$ |
471 |
|
— |
|
— |
Cost of sales |
|
|
(306) |
|
— |
|
— |
Operating expenses |
|
|
(37) |
|
— |
|
— |
Selling, general and administrative expenses (1) |
|
|
(127) |
|
(19) |
|
(12) |
Depreciation and amortization |
|
|
(19) |
|
— |
|
— |
Operating income (loss) |
|
|
(18) |
|
(19) |
|
(12) |
Interest expense |
|
|
(75) |
|
(90) |
|
(144) |
Share of earnings (losses) of affiliates, net |
|
|
(12) |
|
(15) |
|
19 |
Realized and unrealized gains (losses) on financial instruments, net |
|
|
(35) |
|
(10) |
|
(402) |
Gains (losses) on transactions, net |
|
|
74 |
|
— |
|
443 |
Other, net |
|
|
22 |
|
25 |
|
47 |
Income tax benefit (expense) |
|
|
48 |
|
163 |
|
79 |
Earnings (loss) from continuing operations |
|
|
4 |
|
54 |
|
30 |
Earnings (loss) from discontinued operations, net of taxes |
|
|
63 |
|
43 |
|
1,032 |
Net earnings (loss) |
|
|
67 |
|
97 |
|
1,062 |
Less net earnings (loss) attributable to noncontrolling interests |
|
|
50 |
|
34 |
|
(2) |
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders |
|
$ |
17 |
|
63 |
|
1,064 |
(1) |
Includes stock-based compensation of $25 million, $8 million and $7 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
4
December 31, 2014
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributed (note 1) |
|
|
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Inter-group |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
eliminations |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||||
Assets |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
422 |
|
1,884 |
|
— |
|
2,306 |
|
Trade and other receivables, net |
|
|
1,196 |
|
36 |
|
— |
|
1,232 |
|
Inventory, net |
|
|
882 |
|
167 |
|
— |
|
1,049 |
|
Short-term marketable securities |
|
|
21 |
|
868 |
|
— |
|
889 |
|
Other current assets |
|
|
262 |
|
9 |
|
(199) |
|
72 |
|
Total current assets |
|
|
2,783 |
|
2,964 |
|
(199) |
|
5,548 |
|
Investments in available-for-sale securities and other cost investments (note 2) |
|
|
4 |
|
1,220 |
|
— |
|
1,224 |
|
Investments in affiliates, accounted for using the equity method (note 3) |
|
|
375 |
|
1,258 |
|
— |
|
1,633 |
|
Property and equipment, net |
|
|
1,026 |
|
67 |
|
— |
|
1,093 |
|
Intangible assets not subject to amortization, net |
|
|
7,634 |
|
259 |
|
— |
|
7,893 |
|
Intangible assets subject to amortization, net |
|
|
1,130 |
|
55 |
|
— |
|
1,185 |
|
Other assets, at cost, net of accumulated amortization |
|
|
60 |
|
5 |
|
— |
|
65 |
|
Total assets |
|
$ |
13,012 |
|
5,828 |
|
(199) |
|
18,641 |
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Intergroup payable (receivable) |
|
$ |
(5) |
|
5 |
|
— |
|
— |
|
Accounts payable |
|
|
629 |
|
106 |
|
— |
|
735 |
|
Accrued liabilities |
|
|
688 |
|
55 |
|
— |
|
743 |
|
Current portion of debt (note 4) |
|
|
9 |
|
937 |
|
— |
|
946 |
|
Deferred tax liabilities |
|
|
— |
|
1,171 |
|
(199) |
|
972 |
|
Other current liabilities |
|
|
269 |
|
74 |
|
— |
|
343 |
|
Total current liabilities |
|
|
1,590 |
|
2,348 |
|
(199) |
|
3,739 |
|
Long-term debt (note 4) |
|
|
5,851 |
|
1,254 |
|
— |
|
7,105 |
|
Deferred income tax liabilities |
|
|
1,033 |
|
816 |
|
— |
|
1,849 |
|
Other liabilities |
|
|
157 |
|
11 |
|
— |
|
168 |
|
Total liabilities |
|
|
8,631 |
|
4,429 |
|
(199) |
|
12,861 |
|
Equity/Attributed net assets (liabilities) |
|
|
4,280 |
|
1,393 |
|
— |
|
5,673 |
|
Noncontrolling interests in equity of subsidiaries |
|
|
101 |
|
6 |
|
— |
|
107 |
|
Total liabilities and equity |
|
$ |
13,012 |
|
5,828 |
|
(199) |
|
18,641 |
|
5
BALANCE SHEET INFORMATION
December 31, 2013
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributed (note 1) |
|
|
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Inter-group |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
eliminations |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||||
Assets |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
595 |
|
307 |
|
— |
|
902 |
|
Trade and other receivables, net |
|
|
1,148 |
|
4 |
|
— |
|
1,152 |
|
Inventory, net |
|
|
1,123 |
|
— |
|
— |
|
1,123 |
|
Short-term marketable securities |
|
|
— |
|
412 |
|
— |
|
412 |
|
Other current assets |
|
|
354 |
|
— |
|
(170) |
|
184 |
|
Current assets of discontinued operations |
|
|
25 |
|
628 |
|
— |
|
653 |
|
Total current assets |
|
|
3,245 |
|
1,351 |
|
(170) |
|
4,426 |
|
Investments in available-for-sale securities and other cost investments (note 2) |
|
|
4 |
|
1,309 |
|
— |
|
1,313 |
|
Investments in affiliates, accounted for using the equity method (note 3) |
|
|
343 |
|
894 |
|
— |
|
1,237 |
|
Property and equipment, net |
|
|
1,208 |
|
— |
|
— |
|
1,208 |
|
Intangible assets not subject to amortization, net |
|
|
8,383 |
|
— |
|
— |
|
8,383 |
|
Intangible assets subject to amortization, net |
|
|
1,587 |
|
— |
|
— |
|
1,587 |
|
Other assets, at cost, net of accumulated amortization |
|
|
80 |
|
— |
|
— |
|
80 |
|
Noncurrent assets of discontinued operations |
|
|
12 |
|
6,430 |
|
— |
|
6,442 |
|
Total assets |
|
$ |
14,862 |
|
9,984 |
|
(170) |
|
24,676 |
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Intergroup payable (receivable) |
|
$ |
221 |
|
(221) |
|
— |
|
— |
|
Accounts payable |
|
|
606 |
|
— |
|
— |
|
606 |
|
Accrued liabilities |
|
|
883 |
|
20 |
|
— |
|
903 |
|
Current portion of debt (note 4) |
|
|
39 |
|
870 |
|
— |
|
909 |
|
Deferred tax liabilities |
|
|
— |
|
1,095 |
|
(170) |
|
925 |
|
Other current liabilities |
|
|
145 |
|
3 |
|
— |
|
148 |
|
Current liabilities of discontinued operations |
|
|
22 |
|
243 |
|
— |
|
265 |
|
Total current liabilities |
|
|
1,916 |
|
2,010 |
|
(170) |
|
3,756 |
|
Long-term debt (note 4) |
|
|
5,044 |
|
1,062 |
|
— |
|
6,106 |
|
Deferred income tax liabilities |
|
|
1,207 |
|
790 |
|
4 |
|
2,001 |
|
Other liabilities |
|
|
191 |
|
— |
|
— |
|
191 |
|
Noncurrent liabilities of discontinued operations |
|
|
2 |
|
1,189 |
|
(4) |
|
1,187 |
|
Total liabilities |
|
|
8,360 |
|
5,051 |
|
(170) |
|
13,241 |
|
Equity/Attributed net assets (liabilities) |
|
|
6,378 |
|
558 |
|
— |
|
6,936 |
|
Noncontrolling interests in equity of subsidiaries |
|
|
124 |
|
4,375 |
|
— |
|
4,499 |
|
Total liabilities and equity |
|
$ |
14,862 |
|
9,984 |
|
(170) |
|
24,676 |
|
6
STATEMENT OF OPERATIONS INFORMATION
Year ended December 31, 2014
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed (note 1) |
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||
Total revenue, net |
|
$ |
10,028 |
|
471 |
|
10,499 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
Cost of retail sales (exclusive of depreciation shown separately below) |
|
|
6,378 |
|
306 |
|
6,684 |
|
Operating |
|
|
854 |
|
37 |
|
891 |
|
Selling, general and administrative, including stock-based compensation (note 5) |
|
|
940 |
|
127 |
|
1,067 |
|
Depreciation and amortization |
|
|
643 |
|
19 |
|
662 |
|
Impairment of intangible assets |
|
|
7 |
|
— |
|
7 |
|
|
|
|
8,822 |
|
489 |
|
9,311 |
|
Operating income (loss) |
|
|
1,206 |
|
(18) |
|
1,188 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(312) |
|
(75) |
|
(387) |
|
Share of earnings (losses) of affiliates, net (note 3) |
|
|
51 |
|
(12) |
|
39 |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
(22) |
|
(35) |
|
(57) |
|
Gains (losses) on transactions, net |
|
|
— |
|
74 |
|
74 |
|
Other, net |
|
|
(43) |
|
22 |
|
(21) |
|
|
|
|
(326) |
|
(26) |
|
(352) |
|
Earnings (loss) from continuing operations before income taxes |
|
|
880 |
|
(44) |
|
836 |
|
Income tax benefit (expense) |
|
|
(306) |
|
48 |
|
(258) |
|
Net earnings (loss) from continuing operations |
|
|
574 |
|
4 |
|
578 |
|
Net earnings (loss) from discontinued operations, net of taxes |
|
|
(15) |
|
63 |
|
48 |
|
Net earnings (loss) |
|
|
559 |
|
67 |
|
626 |
|
Less net earnings (loss) attributable to noncontrolling interests |
|
|
39 |
|
50 |
|
89 |
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders |
|
$ |
520 |
|
17 |
|
537 |
|
7
STATEMENT OF OPERATIONS INFORMATION
Year ended December 31, 2013
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed (note 1) |
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Liberty |
|
|
|
|
|
amounts in millions |
|
||||
Total revenue, net |
|
$ |
10,219 |
|
— |
|
10,219 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
Cost of retail sales (exclusive of depreciation shown separately below) |
|
|
6,533 |
|
— |
|
6,533 |
|
Operating |
|
|
862 |
|
— |
|
862 |
|
Selling, general and administrative, including stock-based compensation (note 5) |
|
|
1,010 |
|
19 |
|
1,029 |
|
Depreciation and amortization |
|
|
629 |
|
— |
|
629 |
|
Impairment of intangible assets |
|
|
30 |
|
— |
|
30 |
|
|
|
|
9,064 |
|
19 |
|
9,083 |
|
Operating income (loss) |
|
|
1,155 |
|
(19) |
|
1,136 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(290) |
|
(90) |
|
(380) |
|
Share of earnings (losses) of affiliates, net (note 3) |
|
|
48 |
|
(15) |
|
33 |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
(12) |
|
(10) |
|
(22) |
|
Gains (losses) on transactions, net |
|
|
(1) |
|
— |
|
(1) |
|
Other, net |
|
|
(54) |
|
25 |
|
(29) |
|
|
|
|
(309) |
|
(90) |
|
(399) |
|
Earnings (loss) from continuing operations before income taxes |
|
|
846 |
|
(109) |
|
737 |
|
Income tax benefit (expense) |
|
|
(346) |
|
163 |
|
(183) |
|
Earnings (loss) from continuing operations, net of taxes |
|
|
500 |
|
54 |
|
554 |
|
Earnings (loss) from discontinued operations, net of taxes |
|
|
(17) |
|
43 |
|
26 |
|
Net earnings (loss) |
|
|
483 |
|
97 |
|
580 |
|
Less net earnings (loss) attributable to noncontrolling interests |
|
|
45 |
|
34 |
|
79 |
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders |
|
$ |
438 |
|
63 |
|
501 |
|
8
STATEMENT OF OPERATIONS INFORMATION
Year ended December 31, 2012
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed (note 1) |
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||
Total revenue, net |
|
$ |
9,888 |
|
— |
|
9,888 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
Cost of retail sales (exclusive of depreciation shown separately below) |
|
|
6,307 |
|
— |
|
6,307 |
|
Operating |
|
|
819 |
|
— |
|
819 |
|
Selling, general and administrative, including stock-based compensation (note 5) |
|
|
943 |
|
12 |
|
955 |
|
Depreciation and amortization |
|
|
591 |
|
— |
|
591 |
|
Impairment of intangible assets |
|
|
53 |
|
— |
|
53 |
|
|
|
|
8,713 |
|
12 |
|
8,725 |
|
Operating income (loss) |
|
|
1,175 |
|
(12) |
|
1,163 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(322) |
|
(144) |
|
(466) |
|
Share of earnings (losses) of affiliates, net (note 3) |
|
|
28 |
|
19 |
|
47 |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
51 |
|
(402) |
|
(351) |
|
Gains (losses) on transactions, net |
|
|
— |
|
443 |
|
443 |
|
Other, net |
|
|
— |
|
47 |
|
47 |
|
|
|
|
(243) |
|
(37) |
|
(280) |
|
Earnings (loss) before income taxes |
|
|
932 |
|
(49) |
|
883 |
|
Income tax benefit (expense) |
|
|
(357) |
|
79 |
|
(278) |
|
Earnings (loss) from continuing operations |
|
|
575 |
|
30 |
|
605 |
|
Earnings (loss) from discontinued operations, net of taxes |
|
|
(46) |
|
1,032 |
|
986 |
|
Net earnings (loss) |
|
|
529 |
|
1,062 |
|
1,591 |
|
Less net earnings (loss) attributable to noncontrolling interests |
|
|
63 |
|
(2) |
|
61 |
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders |
|
$ |
466 |
|
1,064 |
|
1,530 |
|
9
STATEMENT OF CASH FLOWS INFORMATION
Year ended December 31, 2014
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed (note 1) |
|
|
|
|||
|
|
QVC Group |
|
Ventures Group |
|
Consolidated Liberty |
|
|
|
|
amounts in millions |
|
|||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
559 |
|
67 |
|
626 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
(Earnings) loss from discontinued operations |
|
|
15 |
|
(63) |
|
(48) |
|
Depreciation and amortization |
|
|
643 |
|
19 |
|
662 |
|
Stock-based compensation |
|
|
83 |
|
25 |
|
108 |
|
Cash payments for stock-based compensation |
|
|
(13) |
|
(2) |
|
(15) |
|
Excess tax benefit from stock-based compensation |
|
|
(20) |
|
(1) |
|
(21) |
|
Noncash interest expense |
|
|
6 |
|
— |
|
6 |
|
Share of (earnings) losses of affiliates, net |
|
|
(51) |
|
12 |
|
(39) |
|
Cash receipts from returns on equity investments |
|
|
22 |
|
23 |
|
45 |
|
Realized and unrealized (gains) losses on financial instruments, net |
|
|
22 |
|
35 |
|
57 |
|
(Gains) losses on transactions, net |
|
|
— |
|
(74) |
|
(74) |
|
(Gains) losses on extinguishment of debt |
|
|
48 |
|
— |
|
48 |
|
Impairment of intangible assets |
|
|
7 |
|
— |
|
7 |
|
Deferred income tax expense (benefit) |
|
|
(160) |
|
119 |
|
(41) |
|
Intergroup tax allocation |
|
|
169 |
|
(169) |
|
— |
|
Intergroup tax payments |
|
|
(388) |
|
388 |
|
— |
|
Other noncash charges (credits), net |
|
|
(3) |
|
1 |
|
(2) |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Current and other assets |
|
|
(80) |
|
(4) |
|
(84) |
|
Payables and other liabilities |
|
|
345 |
|
60 |
|
405 |
|
Net cash provided (used) by operating activities |
|
|
1,204 |
|
436 |
|
1,640 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Cash proceeds from dispositions |
|
|
— |
|
163 |
|
163 |
|
Investment in and loans to cost and equity investees |
|
|
(4) |
|
(87) |
|
(91) |
|
Capital expended for property and equipment |
|
|
(226) |
|
(15) |
|
(241) |
|
Purchases of short term investments and other marketable securities |
|
|
(73) |
|
(791) |
|
(864) |
|
Sales of short term investments and other marketable securities |
|
|
52 |
|
539 |
|
591 |
|
Other investing activities, net |
|
|
(30) |
|
14 |
|
(16) |
|
Net cash provided (used) by investing activities |
|
|
(281) |
|
(177) |
|
(458) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
4,360 |
|
146 |
|
4,506 |
|
Repayments of debt |
|
|
(3,563) |
|
(186) |
|
(3,749) |
|
Intergroup receipts (payments), net |
|
|
(1,035) |
|
1,035 |
|
— |
|
Repurchases of Liberty Interactive common stock |
|
|
(785) |
|
— |
|
(785) |
|
Taxes paid in lieu of shares issued for stock-based compensation |
|
|
(25) |
|
(1) |
|
(26) |
|
Excess tax benefit from stock-based compensation |
|
|
20 |
|
1 |
|
21 |
|
Other financing activities, net |
|
|
(8) |
|
(25) |
|
(33) |
|
Net cash provided (used) by financing activities |
|
|
(1,036) |
|
970 |
|
(66) |
|
Effect of foreign currency exchange rates on cash |
|
|
(46) |
|
— |
|
(46) |
|
Net cash provided (used) by discontinued operations: |
|
|
|
|
|
|
|
|
Cash provided (used) by operating activities |
|
|
(20) |
|
293 |
|
273 |
|
Cash provided (used) by investing activities |
|
|
— |
|
(194) |
|
(194) |
|
Cash provided (used) by financing activities |
|
|
3 |
|
368 |
|
371 |
|
Change in available cash held by discontinued operations |
|
|
3 |
|
(119) |
|
(116) |
|
Net cash provided (used) by discontinued operations |
|
|
(14) |
|
348 |
|
334 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
(173) |
|
1,577 |
|
1,404 |
|
Cash and cash equivalents at beginning of period |
|
|
595 |
|
307 |
|
902 |
|
Cash and cash equivalents at end of period |
|
$ |
422 |
|
1,884 |
|
2,306 |
|
10
STATEMENT OF CASH FLOWS INFORMATION
Year ended December 31, 2013
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed (note 1) |
|
|
|
|||
|
|
|
|
|
|
|
Consolidated |
|
|
|
QVC Group |
|
Ventures Group |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
483 |
|
97 |
|
580 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
(Earnings) loss from discontinued operations |
|
|
17 |
|
(43) |
|
(26) |
|
Depreciation and amortization |
|
|
629 |
|
— |
|
629 |
|
Stock-based compensation |
|
|
110 |
|
8 |
|
118 |
|
Cash payments for stock-based compensation |
|
|
(8) |
|
— |
|
(8) |
|
Excess tax benefit from stock-based compensation |
|
|
(13) |
|
— |
|
(13) |
|
Noncash interest expense |
|
|
12 |
|
1 |
|
13 |
|
Share of losses (earnings) of affiliates, net |
|
|
(48) |
|
15 |
|
(33) |
|
Cash receipts from return on equity investments |
|
|
16 |
|
19 |
|
35 |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
12 |
|
10 |
|
22 |
|
(Gains) losses on transactions, net |
|
|
1 |
|
— |
|
1 |
|
(Gains) losses on extinguishment of debt |
|
|
57 |
|
— |
|
57 |
|
Impairment of intangible assets |
|
|
30 |
|
— |
|
30 |
|
Deferred income tax (benefit) expense |
|
|
(132) |
|
110 |
|
(22) |
|
Intergroup tax allocation |
|
|
272 |
|
(272) |
|
— |
|
Intergroup tax payments |
|
|
(52) |
|
52 |
|
— |
|
Other noncash charges (credits), net |
|
|
(14) |
|
11 |
|
(3) |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Current and other assets |
|
|
(81) |
|
(3) |
|
(84) |
|
Payables and other current liabilities |
|
|
(306) |
|
37 |
|
(269) |
|
Net cash provided (used) by operating activities |
|
|
985 |
|
42 |
|
1,027 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Cash proceeds from dispositions |
|
|
1 |
|
1,136 |
|
1,137 |
|
Investments in and loans to cost and equity investees |
|
|
(4) |
|
(380) |
|
(384) |
|
Capital expended for property and equipment |
|
|
(291) |
|
— |
|
(291) |
|
Cash paid for acquisitions, net of cash acquired |
|
|
(24) |
|
— |
|
(24) |
|
Purchases of short term and other marketable securities |
|
|
— |
|
(959) |
|
(959) |
|
Sales of short term investments and other marketable securities |
|
|
— |
|
400 |
|
400 |
|
Other investing activities, net |
|
|
(38) |
|
(3) |
|
(41) |
|
Net cash provided (used) by investing activities |
|
|
(356) |
|
194 |
|
(162) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
3,520 |
|
841 |
|
4,361 |
|
Repayments of debt |
|
|
(3,052) |
|
(2,363) |
|
(5,415) |
|
Repurchases of Liberty Interactive common stock |
|
|
(1,089) |
|
— |
|
(1,089) |
|
Taxes paid in lieu of shares issued for stock-based compensation |
|
|
(21) |
|
— |
|
(21) |
|
Excess tax benefit from stock-based compensation |
|
|
13 |
|
— |
|
13 |
|
Other financing activities, net |
|
|
(57) |
|
— |
|
(57) |
|
Net cash provided (used) by financing activities |
|
|
(686) |
|
(1,522) |
|
(2,208) |
|
Effect of foreign currency rates on cash |
|
|
(24) |
|
— |
|
(24) |
|
Net cash provided (used) by discontinued operations: |
|
|
|
|
|
|
|
|
Cash provided (used) by operating activities |
|
|
(13) |
|
346 |
|
333 |
|
Cash provided (used) by investing activities |
|
|
(6) |
|
(192) |
|
(198) |
|
Cash provided (used) by financing activities |
|
|
(1) |
|
(171) |
|
(172) |
|
Change in available cash held by discontinued operations |
|
|
(2) |
|
17 |
|
15 |
|
Net cash provided (used) by discontinued operations |
|
|
(22) |
|
— |
|
(22) |
|
Net increase (decrease) in cash and cash equivalents |
|
|
(103) |
|
(1,286) |
|
(1,389) |
|
Cash and cash equivalents at beginning of period |
|
|
698 |
|
1,593 |
|
2,291 |
|
Cash and cash equivalents at end period |
|
$ |
595 |
|
307 |
|
902 |
|
11
STATEMENT OF CASH FLOWS INFORMATION
Year ended December 31, 2012
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed (note 1) |
|
|
|
|||
|
|
|
|
|
|
|
Consolidated |
|
|
|
QVC Group |
|
Ventures Group |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
529 |
|
1,062 |
|
1,591 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
(Earnings) loss from discontinued operations |
|
|
46 |
|
(1,032) |
|
(986) |
|
Depreciation and amortization |
|
|
591 |
|
— |
|
591 |
|
Stock-based compensation |
|
|
84 |
|
7 |
|
91 |
|
Cash payments for stock-based compensation |
|
|
(12) |
|
— |
|
(12) |
|
Excess tax benefit from stock-based compensation |
|
|
(56) |
|
(8) |
|
(64) |
|
Noncash interest expense |
|
|
9 |
|
— |
|
9 |
|
Share of losses (earnings) of affiliates, net |
|
|
(28) |
|
(19) |
|
(47) |
|
Cash receipts from return on equity investments |
|
|
11 |
|
34 |
|
45 |
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
(51) |
|
402 |
|
351 |
|
(Gains) losses on transactions, net |
|
|
— |
|
(443) |
|
(443) |
|
Impairment of intangible assets |
|
|
53 |
|
— |
|
53 |
|
Deferred income tax (benefit) expense |
|
|
(177) |
|
123 |
|
(54) |
|
Intergroup tax allocation |
|
|
152 |
|
(152) |
|
— |
|
Intergroup tax payments |
|
|
(33) |
|
33 |
|
— |
|
Other noncash charges (credits), net |
|
|
1 |
|
1 |
|
2 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Current and other assets |
|
|
(77) |
|
(1) |
|
(78) |
|
Payables and other current liabilities |
|
|
430 |
|
(32) |
|
398 |
|
Net cash provided (used) by operating activities |
|
|
1,472 |
|
(25) |
|
1,447 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Cash proceeds from dispositions |
|
|
— |
|
692 |
|
692 |
|
Proceeds (settlements) of financial instruments, net |
|
|
— |
|
(258) |
|
(258) |
|
Investments in and loans to cost and equity investees |
|
|
(59) |
|
(177) |
|
(236) |
|
Capital expended for property and equipment |
|
|
(333) |
|
— |
|
(333) |
|
Cash paid for acquisitions, net of cash acquired |
|
|
(83) |
|
— |
|
(83) |
|
Purchases of short term investments and other marketable securities |
|
|
— |
|
(58) |
|
(58) |
|
Sales of short term investments and other marketable securities |
|
|
46 |
|
— |
|
46 |
|
Other investing activities, net |
|
|
(29) |
|
(10) |
|
(39) |
|
Net cash provided (used) by investing activities |
|
|
(458) |
|
189 |
|
(269) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
2,305 |
|
— |
|
2,305 |
|
Repayments of debt |
|
|
(1,385) |
|
(115) |
|
(1,500) |
|
Intergroup receipts (payments), net |
|
|
160 |
|
(160) |
|
— |
|
Reattribution of cash between groups |
|
|
(1,346) |
|
1,346 |
|
— |
|
Repurchases of Liberty common stock |
|
|
(815) |
|
— |
|
(815) |
|
Proceeds from rights offering |
|
|
— |
|
328 |
|
328 |
|
Taxes paid in lieu of shares issued for stock-based compensation |
|
|
(112) |
|
(16) |
|
(128) |
|
Excess tax benefit from stock-based compensation |
|
|
56 |
|
8 |
|
64 |
|
Other financing activities, net |
|
|
(5) |
|
— |
|
(5) |
|
Net cash provided (used) by financing activities |
|
|
(1,142) |
|
1,391 |
|
249 |
|
Effect of foreign currency rates on cash |
|
|
(20) |
|
— |
|
(20) |
|
Net cash provided (used) by discontinued operations: |
|
|
|
|
|
|
|
|
Cash provided (used) by operating activities |
|
|
(2) |
|
(13) |
|
(15) |
|
Cash provided (used) by investing activities |
|
|
(4) |
|
426 |
|
422 |
|
Cash provided (used) by financing activities |
|
|
6 |
|
(7) |
|
(1) |
|
Change in available cash held by discontinued operations |
|
|
— |
|
(368) |
|
(368) |
|
Net cash provided (used) by discontinued operations |
|
|
— |
|
38 |
|
38 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
(148) |
|
1,593 |
|
1,445 |
|
Cash and cash equivalents at beginning of period |
|
|
846 |
|
— |
|
846 |
|
Cash and cash equivalents at end period |
|
$ |
698 |
|
1,593 |
|
2,291 |
|
12
Notes to Attributed Financial Information
(unaudited)
(1) |
On August 9, 2012, Liberty completed the approved recapitalization of its common stock through the creation of the Liberty Interactive common stock and Liberty Ventures common stock as tracking stocks. In the recapitalization, each holder of Liberty Interactive Corporation common stock remained a holder of the same amount and series of Liberty Interactive common stock and received 0.05 of a share of the corresponding series of Liberty Ventures common stock, by means of a dividend, with cash issued in lieu of fractional shares of Liberty Ventures common stock. At the time of issuance of Liberty Ventures common stock, cash of $1,346 million was reattributed to the Ventures Group from the QVC Group. The QVC Group borrowed funds under QVC's credit facility in connection with the completion of the recapitalization to have the appropriate amount of cash available to be attributed to each Group. |
On October 3, 2014, Liberty reattributed from the QVC Group to the Ventures Group its Digital Commerce companies, which were valued at $1.5 billion, and approximately $1 billion in cash. In connection with the reattribution, each holder of Liberty Interactive common stock received 0.14217 of a share of the corresponding series of Liberty Ventures common stock for each share of Liberty Interactive common stock held as of the record date, with cash paid in lieu of fractional shares. The distribution date for the dividend was on October 20, 2014, and the Liberty Interactive common stock began trading ex-dividend on October 15, 2014. The reattribution of the Digital Commerce companies is presented on a prospective basis from the date of the reattribution in Liberty’s consolidated financial statements, with October 1, 2014 used as a proxy for the date of the reattribution. Accordingly, the financial results of the Digital Commerce companies are reflected in the QVC through the period ending September 30, 2014 and are reflected in the Ventures group for the period beginning October 1, 2014.
Subsequent to the reattribution, the QVC Group is comprised of our consolidated subsidiary, QVC and our interest in HSN, Inc. Accordingly, the accompanying attributed financial information for the QVC Group includes the foregoing investment, as well as the assets, liabilities, revenue, expenses and cash flows of QVC. We have also attributed certain of our debt obligations (and related interest expense) to the QVC Group based upon a number of factors, including the cash flow available to the QVC Group and its ability to pay debt service and our assessment of the optimal capitalization for the QVC Group. The specific debt obligations attributed to each of the QVC Group and the Ventures Group are described in note 4 below. In addition, we have allocated certain corporate general and administrative expenses between the QVC Group and the Ventures Group as described in note 5 below.
The QVC Group is primarily comprised of our merchandise-focused televised-shopping programs, Internet and mobile application businesses. Accordingly, we expect that businesses that we may acquire in the future that we believe are complementary to this strategy will also be attributed to the QVC Group.
Subsequent to the reattribution, the Ventures Group consists of all of our businesses not included in the QVC Group including our Digital Commerce businesses and interests in equity method investments of Expedia, Inc., Interval Leisure Group, Inc., FTD and LendingTree and available-for-sale securities Time Warner, Time Warner Cable and AOL. Accordingly, the accompanying attributed financial information for the Ventures Group includes these investments, as well as the assets, liabilities, revenue, expenses and cash flows of the Digital Commerce businesses. In addition, we have attributed to the Ventures Group all of our senior exchangeable debentures (and related interest expense). See note 4 below for the debt obligations attributed to the Ventures Group.
13
Any businesses that we may acquire in the future that we do not attribute to the QVC Group will be attributed to the Ventures Group.
(2) |
Investments in available-for-sale securities, including non-strategic securities, and other cost investments are summarized as follows: |
|
|
|
|
|
|
|
|
|
December 31, 2014 |
|
December 31, 2013 |
|
|
|
|
amounts in millions |
|
|||
QVC Group |
|
|
|
|
|
|
Other cost investments |
|
$ |
4 |
|
4 |
|
Total QVC Group |
|
|
4 |
|
4 |
|
Ventures Group |
|
|
|
|
|
|
Time Warner Inc. |
|
|
375 |
|
306 |
|
Time Warner Cable Inc. |
|
|
815 |
|
741 |
|
Other AFS investments |
|
|
30 |
|
262 |
|
Total Ventures Group |
|
|
1,220 |
|
1,309 |
|
Consolidated Liberty |
|
$ |
1,224 |
|
1,313 |
|
(3) |
The following table presents information regarding certain equity method investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of earnings (losses) |
|
||||
|
|
December 31, 2014 |
|
|
|
|
|
|
|
||||||
|
|
Percentage |
|
Carrying |
|
Market |
|
Years ended December 31, |
|
||||||
|
|
ownership |
|
value |
|
value |
|
2014 |
|
2013 |
|
2012 |
|
||
|
|
dollar amounts in millions |
|
||||||||||||
QVC Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSN, Inc. (2) |
|
38 |
% |
|
$ |
328 |
|
1,521 |
|
60 |
|
61 |
|
40 |
|
Other |
|
various |
|
|
|
47 |
|
N/A |
|
(9) |
|
(13) |
|
(12) |
|
Total QVC Group |
|
|
|
|
|
375 |
|
|
|
51 |
|
48 |
|
28 |
|
Ventures Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expedia, Inc. (1)(2) |
|
18 |
% |
|
|
514 |
|
1,992 |
|
58 |
|
31 |
|
67 |
|
FTD |
|
35 |
|
|
|
355 |
|
355 |
|
N/A |
|
N/A |
|
N/A |
|
Other |
|
various |
|
|
|
389 |
|
N/A |
|
(70) |
|
(46) |
|
(48) |
|
Total Ventures Group |
|
|
|
|
|
1,258 |
|
|
|
(12) |
|
(15) |
|
19 |
|
Consolidated Liberty |
|
|
|
|
$ |
1,633 |
|
|
|
39 |
|
33 |
|
47 |
|
(1) |
Liberty entered into a forward sales contract on 12 million shares of Expedia common stock in March 2012 at a per share forward price of $34.316. The forward contract was settled in October 2012 for total cash proceeds of $412 million and the 12 million shares of Expedia common stock, previously held as collateral, were released to the counterparty. In the fourth quarter when the forward contract settled, the difference between the fair value of the Expedia shares and the carrying value of the shares ($443 million) was recognized in the gain (loss) on dispositions, net line item in the statement of operations. Liberty owns an approximate 18% equity interest and 58% voting interest in Expedia. Liberty has entered into governance arrangements pursuant to which Mr. Barry Diller, Chairman of the Board and Senior Executive Officer of Expedia, may vote its interests of Expedia, subject to certain limitations. Additionally, through our governance arrangements with Mr. Diller, we have the right to appoint and have appointed 20% of the members of Expedia's board of directors, which is currently comprised of 10 members. Therefore, we determined based on these arrangements that we have significant influence through our arrangements with Expedia and have accounted for the investment as an equity method affiliate. |
14
(2) |
During the year ended December 31, 2014, Expedia, Inc. and HSN, Inc. paid dividends aggregating $15 million and $22 million, respectively, which were recorded as reductions to the investment balances. |
(4) |
Debt attributed to the Interactive Group and the Ventures Group is comprised of the following: |
|
|
|
|
|
|
|
|
|
|
December 31, 2014 |
|
||||
|
|
Outstanding |
|
Carrying |
|
||
|
|
principal |
|
value |
|
||
|
|
amounts in millions |
|
||||
QVC Group |
|
|
|
|
|
|
|
Corporate level notes and debentures |
|
|
|
|
|
|
|
8.5% Senior Debentures due 2029 |
|
$ |
287 |
|
|
285 |
|
8.25% Senior Debentures due 2030 |
|
|
504 |
|
|
501 |
|
1% Exchangeable Senior Debentures due 2043 |
|
|
400 |
|
|
444 |
|
Subsidiary level notes and facilities |
|
|
|
|
|
|
|
QVC 7.5% Senior Secured Notes due 2019 |
|
|
— |
|
|
— |
|
QVC 3.125% Senior Secured Notes due 2019 |
|
|
400 |
|
|
399 |
|
QVC 7.375% Senior Secured Notes due 2020 |
|
|
500 |
|
|
500 |
|
QVC 5.125% Senior Secured Notes due 2022 |
|
|
500 |
|
|
500 |
|
QVC 4.375% Senior Secured Notes due 2023 |
|
|
750 |
|
|
750 |
|
QVC 4.850% Senior Secured Notes due 2024 |
|
|
600 |
|
|
600 |
|
QVC 4.45% Senior Secured Notes due 2025 |
|
|
600 |
|
|
599 |
|
QVC 5.45% Senior Secured Notes due 2034 |
|
|
400 |
|
|
399 |
|
QVC 5.95% Senior Secured Notes due 2043 |
|
|
300 |
|
|
300 |
|
QVC Bank Credit Facilities |
|
|
508 |
|
|
508 |
|
Other subsidiary debt |
|
|
75 |
|
|
75 |
|
Total QVC Group |
|
|
5,824 |
|
|
5,860 |
|
Ventures Group |
|
|
|
|
|
|
|
Corporate level debentures |
|
|
|
|
|
|
|
4% Exchangeable Senior Debentures due 2029 |
|
|
438 |
|
|
294 |
|
3.75% Exchangeable Senior Debentures due 2030 |
|
|
438 |
|
|
291 |
|
3.5% Exchangeable Senior Debentures due 2031 |
|
|
355 |
|
|
325 |
|
0.75% Exchangeable Senior Debentures due 2043 |
|
|
850 |
|
|
1,220 |
|
Subsidiary level notes and facilities |
|
|
|
|
|
|
|
Other subsidiary debt |
|
|
61 |
|
|
61 |
|
Total Ventures Group |
|
|
2,142 |
|
|
2,191 |
|
Total consolidated Liberty debt |
|
$ |
7,966 |
|
|
8,051 |
|
Less debt classified as current |
|
|
|
|
|
(946) |
|
Total long-term debt |
|
|
|
|
|
7,105 |
|
(5) |
Cash compensation expense for our corporate employees will be allocated among the QVC Group and the Ventures Group based on the estimated percentage of time spent providing services for each group. On a semi-annual basis estimated time spent will be determined through an interview process and a review of personnel duties unless transactions significantly change the composition of companies and investments in either respective group which would require a more timely reevaluation of estimated time spent. Other general and administrative expenses will be charged directly to the groups whenever possible and are otherwise allocated based on estimated usage or some other reasonably determined methodology. Amounts allocated from the QVC Group to the Ventures Group was determined to be $18 million, $11 million and $5 million for the years ended December 31, 2014, 2013 and 2012, respectively. We note that stock compensation related to each tracking stock group is determined based on actual options outstanding for each respective tracking stock group,
15 |
therefore, as it relates to periods prior to the Split-Off, no stock compensation expense was recognized by the Ventures group. |
While we believe that this allocation method is reasonable and fair to each group, we may elect to change the allocation methodology or percentages used to allocate general and administrative expenses in the future.
(6)We have accounted for income taxes for the QVC Group and the Ventures Group in the accompanying attributed financial information in a manner similar to a stand-alone company basis. To the extent this methodology differs from our tax sharing policy, differences have been reflected in the attributed net assets of the groups.
QVC Group
Income tax benefit (expense) consists of:
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|||||
|
|
2014 |
|
2013 |
|
2012 |
|
|
|
|
amounts in millions |
|
|||||
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
(325) |
|
(370) |
|
(369) |
|
State and local |
|
|
(31) |
|
(26) |
|
(25) |
|
Foreign |
|
|
(110) |
|
(82) |
|
(140) |
|
|
|
$ |
(466) |
|
(478) |
|
(534) |
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
143 |
|
195 |
|
151 |
|
State and local |
|
|
12 |
|
(57) |
|
19 |
|
Foreign |
|
|
5 |
|
(6) |
|
7 |
|
|
|
|
160 |
|
132 |
|
177 |
|
Income tax benefit (expense) |
|
$ |
(306) |
|
(346) |
|
(357) |
|
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following:
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
||||||
|
|
2014 |
|
2013 |
|
2012 |
|
||
|
|
amounts in millions |
|
||||||
Computed expected tax benefit (expense) |
|
|
$ |
(308) |
|
(296) |
|
(326) |
|
State and local income taxes, net of federal income taxes |
|
|
|
(14) |
|
(24) |
|
(4) |
|
Foreign taxes, net of foreign tax credits |
|
|
|
(2) |
|
(7) |
|
5 |
|
Sale of consolidated subsidiary |
|
|
|
14 |
|
|
|
|
|
Change in valuation allowance affecting tax expense |
|
|
|
— |
|
(23) |
|
(8) |
|
Impairment of intangible assets not deductible for tax purposes |
|
|
|
(3) |
|
(2) |
|
(16) |
|
Dividends received deductions |
|
|
|
4 |
|
5 |
|
3 |
|
Impact of change in state rate on deferred taxes |
|
|
|
1 |
|
3 |
|
— |
|
Other, net |
|
|
|
2 |
|
(2) |
|
(11) |
|
Income tax benefit (expense) |
|
|
$ |
(306) |
|
(346) |
|
(357) |
|
16
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
|
|
|
|
|
|
|
|
|
December 31, |
|
|||
|
|
2014 |
|
2013 |
|
|
|
|
amounts in millions |
|
|||
Deferred tax assets: |
|
|
|
|
|
|
Net operating and capital loss carryforwards |
|
$ |
40 |
|
58 |
|
Foreign tax credit carryforwards |
|
|
88 |
|
129 |
|
Accrued stock compensation |
|
|
18 |
|
26 |
|
Other accrued liabilities |
|
|
139 |
|
79 |
|
Other future deductible amounts |
|
|
193 |
|
134 |
|
Deferred tax assets |
|
|
478 |
|
426 |
|
Valuation allowance |
|
|
(47) |
|
(48) |
|
Net deferred tax assets |
|
|
431 |
|
378 |
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
Intangible assets |
|
|
1,242 |
|
1,417 |
|
Other deferred tax liabilities |
|
|
23 |
|
— |
|
Deferred tax liabilities |
|
|
1,265 |
|
1,417 |
|
Net deferred tax liabilities |
|
$ |
834 |
|
1,039 |
|
The Company's deferred tax assets and liabilities are reported in the accompanying balance sheet information as follows:
|
|
|
|
|
|
|
|
|
December 31, |
|
|||
|
|
2014 |
|
2013 |
|
|
|
|
amounts in millions |
|
|||
Current deferred tax (assets) liabilities |
|
$ |
(199) |
|
(168) |
|
Long-term deferred tax liabilities |
|
|
1,033 |
|
1,207 |
|
Net deferred tax liabilities |
|
$ |
834 |
|
1,039 |
|
Ventures Group
Income tax benefit (expense) consists of:
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|||||
|
|
2014 |
|
2013 |
|
2012 |
|
|
|
|
amounts in millions |
|
|||||
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
168 |
|
273 |
|
202 |
|
State and local |
|
|
(1) |
|
— |
|
(1) |
|
Foreign |
|
|
— |
|
— |
|
1 |
|
|
|
$ |
167 |
|
273 |
|
202 |
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
(84) |
|
(214) |
|
(132) |
|
State and local |
|
|
(35) |
|
104 |
|
9 |
|
Foreign |
|
|
— |
|
— |
|
— |
|
|
|
|
(119) |
|
(110) |
|
(123) |
|
Income tax benefit (expense) |
|
$ |
48 |
|
163 |
|
79 |
|
17
Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following:
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
||||||
|
|
2014 |
|
2013 |
|
2012 |
|
||
|
|
amounts in millions |
|
||||||
Computed expected tax benefit (expense) |
|
|
$ |
15 |
|
38 |
|
17 |
|
State and local income taxes, net of federal income taxes |
|
|
|
7 |
|
9 |
|
4 |
|
Foreign taxes, net of foreign tax credits |
|
|
|
— |
|
— |
|
— |
|
Impact of change in state rate on deferred taxes |
|
|
|
(29) |
|
63 |
|
— |
|
Change in valuation allowance affecting tax expense |
|
|
|
(2) |
|
(4) |
|
— |
|
Dividends received deductions |
|
|
|
6 |
|
4 |
|
10 |
|
Alternative energy tax credits |
|
|
|
58 |
|
54 |
|
48 |
|
Other, net |
|
|
|
(7) |
|
(1) |
|
— |
|
Income tax benefit (expense) |
|
|
$ |
48 |
|
163 |
|
79 |
|
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
|
|
|
|
|
|
|
|
|
December 31, |
|
|||
|
|
2014 |
|
2013 |
|
|
|
|
amounts in millions |
|
|||
Deferred tax assets: |
|
|
|
|
|
|
Net operating and capital loss carryforwards |
|
$ |
50 |
|
16 |
|
Other |
|
|
39 |
|
14 |
|
Deferred tax assets |
|
|
89 |
|
30 |
|
Valuation allowance |
|
|
(8) |
|
(4) |
|
Net deferred tax assets |
|
|
81 |
|
26 |
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
Investments |
|
|
676 |
|
569 |
|
Intangible assets |
|
|
43 |
|
— |
|
Discount on exchangeable debentures |
|
|
1,022 |
|
965 |
|
Deferred gain on debt retirements |
|
|
257 |
|
313 |
|
Other |
|
|
70 |
|
64 |
|
Deferred tax liabilities |
|
|
2,068 |
|
1,911 |
|
Net deferred tax liabilities |
|
$ |
1,987 |
|
1,885 |
|
The Company's deferred tax assets and liabilities are reported in the accompanying balance sheet information as follows:
|
|
|
|
|
|
|
|
|
December 31, |
|
|||
|
|
2014 |
|
2013 |
|
|
|
|
amounts in millions |
|
|||
Current deferred tax liabilities |
|
$ |
1,171 |
|
1,095 |
|
Long-term deferred tax liabilities |
|
|
816 |
|
790 |
|
Net deferred tax liabilities |
|
$ |
1,987 |
|
1,885 |
|
18
Intergroup payable (receivable)
The intergroup balance, at December 31, 2014, is primarily a result of timing of tax benefits.
(7) |
The Liberty Interactive Stock and the Liberty Ventures Stock have voting and conversion rights under our restated charter. Following is a summary of those rights. Holders of Series A common stock of each group is entitled to one vote per share, and holders of Series B common stock of each group are entitled to ten votes per share. Holders of Series C common stock of each group, if issued, are entitled to 1/100th of a vote per share in certain limited cases and will otherwise not be entitled to vote. In general, holders of Series A and Series B common stock will vote as a single class. In certain limited circumstances, the board may elect to seek the approval of the holders of only Series A and Series B Liberty Interactive Stock or the approval of the holders of only Series A and Series B Liberty Ventures Stock. |
At the option of the holder, each share of Series B common stock will be convertible into one share of Series A common stock of the same group. At the discretion of our board, the common stock related to one group may be converted into common stock of the same series that is related to the other group.
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