Exhibit 99.1

Unaudited Attributed Financial Information for Tracking Stock Groups

The information herein relates to Liberty Interactive Corporation and its controlled subsidiaries (collectively “Liberty,” the “Company,” “Consolidated Liberty,” “us,” “we,” or “our” unless the context otherwise requires).

The following tables present our assets and liabilities as of June 30, 2017, revenue and expenses for three and six months ended June 30, 2017 and 2016 and cash flows for the six months ended June 30, 2017 and 2016. The tables further present our assets, liabilities, revenue, expenses and cash flows that are attributed to the QVC Group and the Ventures Group, respectively.  The financial information in this Exhibit should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017 included in this Quarterly Report on Form 10-Q.

The QVC Group common stock is intended to reflect the separate performance of our QVC Group which is comprised of our consolidated subsidiaries, QVC, Inc. (“QVC”) and zulily, llc (“zulily”), and our approximate 38% interest in HSN, Inc. (“HSN”). Liberty Ventures common stock is intended to reflect the separate performance of our Ventures Group which is comprised primarily of our interests in Evite, Inc. (“Evite”), CommerceHub, Inc. (“CommerceHub”) (through July 22, 2016) (see note 3 of the accompanying condensed consolidated financial statements) and Bodybuilding.com, LLC ("Bodybuilding") (through November 4, 2016) (see note 3 of the accompanying condensed consolidated financial statements). The Ventures Group also holds ownership interests in FTD Companies, Inc. (“FTD”), HSN and LendingTree, Inc. (“LendingTree”), which we account for as equity method investments; an interest in Liberty Broadband Corporation (“Liberty Broadband”), which we account for at fair value; and investments and related financial instruments in public companies such as Charter Communications, Inc. (“Charter”), ILG, Inc. (“ILG”) and Time Warner Inc. (“Time Warner”), which are accounted for at their respective fair market values.

As discussed in note 1 of the accompanying condensed consolidated financial statements, on July 22, 2016, Liberty completed the spin-off (the “CommerceHub Spin-Off”) of its former wholly-owned subsidiary, CommerceHub. See discussion in note 3 of the accompanying condensed consolidated financial statements regarding discontinued operations treatment for the CommerceHub Spin-Off.

As discussed in note 1 of the accompanying condensed consolidated financial statements, on November 4, 2016, Liberty completed the split-off (the “Expedia Holdings Split-Off”) of Liberty Expedia Holdings, Inc. (“Expedia Holdings”). At the time of the Expedia Holdings Split-Off, Expedia Holdings was comprised of, among other things, Liberty’s former interest in Expedia, Inc., Liberty’s former wholly-owned subsidiary Bodybuilding and $350 million in indebtedness.  See discussion in note 3 of the accompanying condensed consolidated financial statements regarding discontinued operations treatment for the Expedia Holdings Split-Off.

As discussed in note 2 of the accompanying condensed consolidated financial statements, on April 4, 2017, Liberty entered into an Agreement and Plan of Reorganization (the “GCI Reorganization Agreement” and the transactions contemplated thereby, the “Transactions”) with General Communication, Inc. (“GCI”), an Alaska corporation, and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Liberty (“LI LLC”), whereby Liberty will acquire GCI through a reorganization in which certain Ventures Group assets and liabilities will be contributed to GCI in exchange for a controlling interest in GCI.  Liberty and LI LLC will contribute to GCI Liberty (as defined below) its entire equity interest in Liberty Broadband, Charter and LendingTree, together with the Evite operating business and certain other assets and liabilities (including, subject to certain conditions, Liberty’s equity interest in FTD), in exchange for (a) the issuance to LI LLC of (i) a number of shares of reclassified GCI Class A Common Stock and a number of shares of reclassified GCI Class B Common Stock equal to the number of outstanding shares of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock outstanding on the closing date of the Contribution, respectively, (ii) certain exchangeable debentures and (iii) cash, and (b) the assumption of certain liabilities by GCI Liberty (the “Contribution”).

Liberty will then effect a tax-free separation of its controlling interest in the combined company (to be named GCI Liberty, Inc. (“GCI Liberty”)) to the holders of Liberty Ventures common stock in full redemption of all outstanding shares of such stock, leaving QVC Group common stock as the only outstanding common stock of Liberty.  Holders of GCI Class A Common Stock and GCI Class B Common Stock each will receive (i) 0.63 of a share of reclassified GCI Class A Common Stock and (ii) 0.20 of a share of new GCI Series A preferred stock in exchange for each share of their existing GCI stock.   The exchange ratios were determined based on total consideration of $32.50 per share for the existing GCI common stock, comprised of $27.50 per share in reclassified GCI Class A Common Stock and $5.00 per share in newly issued GCI Preferred Stock, and a Liberty Ventures reference price of $43.65 (with no additional premium paid for shares of GCI Class B Common Stock). The Series A preferred shares will accrue dividends at an initial rate of 5% per annum (which would increase to 7% in connection with a future reincorporation of GCI Liberty in Delaware) and will be redeemable upon the 21st anniversary of the closing.

At the closing of the Transactions, Liberty will reattribute certain assets and liabilities from the Ventures Group to the QVC Group (the “Reattribution”).  The reattributed assets and liabilities, if effected as of the date hereof, would include cash, Liberty’s interest in ILG, Inc., certain green energy investments, LI LLC’s exchangeable debentures (other than its outstanding 1.75% Exchangeable Debentures due 2046 that are exchanged for mirror debentures of GCI in an exchange offer to be conducted prior to the closing of the


 

Transactions), and certain tax benefits.  Liberty will complete the Reattribution using similar valuation methodologies to those used in connection with its previous reattributions, including taking into account the advice of its financial advisor. The Transactions are expected to be consummated during the fourth quarter of 2017, subject to the satisfaction of customary closing conditions, including receipt of regulatory approval and the requisite stockholder approvals.

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 QVC Group 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 QVC Group common stock and Liberty Ventures common stock does not affect the rights of our creditors or creditors of our subsidiaries.

On July 6, 2017, Liberty announced that it had entered into an Agreement and Plan of Merger, dated as of July 5, 2017 (the “HSN Merger Agreement”), by and among Liberty, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Liberty (“Merger Sub”), and HSN. Pursuant to the terms of the HSN Merger Agreement, Merger Sub will merge with and into HSN, with HSN surviving as a wholly-owned subsidiary of Liberty (the “HSN Merger”). As a result of the HSN Merger, Liberty will acquire the approximately 62% of HSN it does not already own in an all-stock transaction, making HSN a wholly-owned subsidiary, attributed to the QVC Group tracking stock group. Liberty currently owns approximately 38% of HSN. HSN shareholders (other than Liberty) will receive fixed consideration of 1.65 shares of Series A QVC Group common stock for each share of HSN common stock. Based on the Series A QVC Group common stock’s closing price as of July 5, 2017 and the number of HSN undiluted shares outstanding as of May 1, 2017, this equates to a total enterprise value for HSN of $2.6 billion, an equity value of $2.1 billion, and consideration of $40.36 per HSN share, representing a premium of $9.06 per share or 29% to HSN shareholders, based on HSN’s closing price on July 5, 2017. Liberty intends to issue 53.4 million shares of Series A QVC Group common stock to HSN shareholders. Following the completion of the HSN Merger, Liberty expects to continue its repurchases of QVC Group common stock.  

The HSN Merger is expected to be completed by the fourth quarter of 2017.  The completion of the acquisition is subject to certain customary conditions, including (i) the receipt of requisite regulatory approvals, including approval from the Federal Communications Commission and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and (ii) approval by a majority of the outstanding voting power of HSN shareholders. A voting agreement has been obtained from Liberty to vote its HSN shares in-favor of the transaction.  Approval of the Liberty stockholders is not required, and is not being sought, for the HSN Merger.  Upon closing, Liberty’s board of directors will be expanded by one to include a director from HSN’s board of directors; this director will be selected by Liberty.

As discussed above, the transaction between Liberty and GCI and subsequent split-off of Liberty Ventures is expected to close later in 2017.  Simultaneous with that closing, QVC Group, including wholly-owned subsidiaries QVC, Inc., zulily and HSN (or, if the HSN acquisition has not yet closed, following such closing), will become an asset-backed stock and Liberty will be renamed QVC Group, Inc.  Neither the Transactions nor the HSN Merger is conditioned on the completion of the other, and no assurance can be given as to which of these transactions will be completed first.

2

 


 

SUMMARY ATTRIBUTED FINANCIAL DATA

QVC Group

 

 

 

 

 

 

 

 

 

 

June 30, 2017

 

December 31, 2016

 

 

 

amounts in millions

 

Summary balance sheet data:

    

 

 

    

    

 

Current assets

 

$

2,455

 

2,642

 

Investments in affiliates, accounted for using the equity method

 

$

231

 

224

 

Intangible assets not subject to amortization, net

 

$

9,376

 

9,325

 

Total assets

 

$

13,953

 

14,357

 

Long-term debt, including current portion

 

$

6,097

 

6,375

 

Deferred income tax liabilities

 

$

1,058

 

1,116

 

Net assets attributable to QVC Group common stock shareholders

 

$

5,005

 

4,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Six months ended

 

 

June 30,

 

June 30,

 

 

2017

    

2016

    

2017

    

2016

 

 

amounts in millions

 

Summary operations data:

    

 

    

 

    

 

    

 

 

Revenue

$

2,346

 

2,424

 

4,669

 

4,791

 

Cost of sales

 

1,494

 

1,538

 

2,999

 

3,073

 

Operating expenses

 

148

 

157

 

296

 

310

 

Selling, general and administrative expenses (1)

 

234

 

261

 

471

 

525

 

Depreciation and amortization

 

205

 

214

 

412

 

423

 

Operating income (loss)

 

265

 

254

 

491

 

460

 

Interest expense

 

(74)

 

(71)

 

(149)

 

(147)

 

Share of earnings (losses) of affiliates, net

 

 6

 

 9

 

20

 

30

 

Realized and unrealized gains (losses) on financial instruments, net

 

 —

 

 5

 

(1)

 

 4

 

Other income (expense), net

 

(8)

 

20

 

(10)

 

25

 

Income tax benefit (expense)

 

(69)

 

(76)

 

(128)

 

(129)

 

Net earnings (loss)

 

120

 

141

 

 

223

 

243

 

Less net earnings (loss) attributable to noncontrolling interests

 

 9

 

11

 

21

 

19

 

Net earnings (loss) attributable to Liberty Interactive Corporation shareholders

$

111

 

130

 

202

 

224

 


(1)

Includes stock-based compensation of $18 million and $19 million for the three months ended June 30, 2017 and 2016, respectively, and $30 million and $37 million for the six months ended June 30, 2017 and 2016, respectively.

3

 


 

SUMMARY ATTRIBUTED FINANCIAL DATA (Continued)

Ventures Group

 

 

 

 

 

 

 

 

 

June 30, 2017

 

December 31, 2016

 

 

 

amounts in millions

 

Summary balance sheet data:

    

 

    

    

    

 

Cash and cash equivalents

 

$

485

 

487

 

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

 

$

2,344

 

1,918

 

Investments in affiliates, accounted for using the equity method

 

$

415

 

357

 

Investment in Liberty Broadband measured at fair value

 

$

3,703

 

3,161

 

Total assets

 

$

7,020

 

5,998

 

Long-term debt, including current portion

 

$

1,799

 

1,667

 

Deferred income tax liabilities

 

$

2,862

 

2,520

 

Net assets attributable to Liberty Ventures common stock shareholders

 

$

2,401

 

1,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

amounts in millions

 

Summary operations data:

    

 

    

    

    

    

    

    

    

 

Revenue

 

$

 6

 

139

 

10

 

282

 

Cost of sales

 

 

 —

 

83

 

 —

 

174

 

Operating

 

 

 2

 

20

 

 5

 

37

 

Selling, general and administrative expenses (1)

 

 

14

 

33

 

27

 

77

 

Depreciation and amortization

 

 

 1

 

 7

 

 2

 

15

 

Operating income (loss)

 

 

(11)

 

(4)

 

(24)

 

(21)

 

Interest expense

 

 

(15)

 

(21)

 

(30)

 

(38)

 

Share of earnings (losses) of affiliates, net

 

 

(15)

 

(11)

 

(56)

 

(29)

 

Realized and unrealized gains (losses) on financial instruments, net

 

 

116

 

338

 

818

 

332

 

Other, net

 

 

 1

 

80

 

 4

 

113

 

Income tax benefit (expense)

 

 

(12)

 

(136)

 

(232)

 

(121)

 

Earnings (loss) from continuing operations

 

 

64

 

246

 

480

 

236

 

Earnings (loss) from discontinued operations, net of taxes

 

 

 —

 

 3

 

 —

 

(13)

 

Net earnings (loss) attributable to Liberty Interactive Corporation shareholders

 

$

64

 

249

 

480

 

223

 

 


(1)

Includes stock-based compensation of $3 million and $5 million for the three months ended June 30, 2017 and 2016, respectively, and $7 million and $18 million for the six months ended June 30, 2017 and 2016, respectively.

4

 


 

BALANCE SHEET INFORMATION

June 30, 2017 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

420

 

485

 

905

 

Trade and other receivables, net

 

 

854

 

37

 

891

 

Inventory, net

 

 

1,096

 

 —

 

1,096

 

Other current assets

 

 

85

 

 1

 

86

 

Total current assets

 

 

2,455

 

523

 

2,978

 

Investments in available-for-sale securities and other cost investments (note 2)

 

 

 3

 

2,344

 

2,347

 

Investments in affiliates, accounted for using the equity method (note 3)

 

 

231

 

415

 

646

 

Investment in Liberty Broadband measured at fair value (note 3)

 

 

 —

 

3,703

 

3,703

 

Property and equipment, net

 

 

1,115

 

 1

 

1,116

 

Intangible assets not subject to amortization

 

 

9,376

 

29

 

9,405

 

Intangible assets subject to amortization, net

 

 

743

 

 4

 

747

 

Other assets, at cost, net of accumulated amortization

 

 

30

 

 1

 

31

 

Total assets

 

$

13,953

 

7,020

 

20,973

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Intergroup payable (receivable) (note 7)

 

$

66

 

(66)

 

 —

 

Accounts payable

 

 

714

 

 —

 

714

 

Accrued liabilities

 

 

577

 

26

 

603

 

Current portion of debt (note 4)

 

 

16

 

945

 

961

 

Other current liabilities

 

 

189

 

 3

 

192

 

Total current liabilities

 

 

1,562

 

908

 

2,470

 

Long-term debt (note 4)

 

 

6,081

 

854

 

6,935

 

Deferred income tax liabilities

 

 

1,058

 

2,862

 

3,920

 

Other liabilities

 

 

145

 

 4

 

149

 

Total liabilities

 

 

8,846

 

4,628

 

13,474

 

Equity/Attributed net assets (liabilities)

 

 

5,005

 

2,401

 

7,406

 

Noncontrolling interests in equity of subsidiaries

 

 

102

 

(9)

 

93

 

Total liabilities and equity

 

$

13,953

 

7,020

 

20,973

 

 

5

 


 

STATEMENT OF OPERATIONS INFORMATION

Three months ended June 30, 2017 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

 

QVC

 

Ventures

 

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Total revenue, net

 

$

2,346

 

 6

 

2,352

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

1,494

 

 —

 

1,494

 

Operating

 

 

148

 

 2

 

150

 

Selling, general and administrative, including stock-based compensation (note 5)

 

 

234

 

14

 

248

 

Depreciation and amortization

 

 

205

 

 1

 

206

 

 

 

 

2,081

 

17

 

2,098

 

Operating income (loss)

 

 

265

 

(11)

 

254

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(74)

 

(15)

 

(89)

 

Share of earnings (losses) of affiliates, net (note 3)

 

 

 6

 

(15)

 

(9)

 

Realized and unrealized gains (losses) on financial instruments, net

 

 

 —

 

116

 

116

 

Other, net

 

 

(8)

 

 1

 

(7)

 

 

 

 

(76)

 

87

 

11

 

Earnings (loss) from continuing operations before income taxes

 

 

189

 

76

 

265

 

Income tax benefit (expense)

 

 

(69)

 

(12)

 

(81)

 

Net earnings (loss)

 

 

120

 

64

 

184

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

 9

 

 —

 

 9

 

Net earnings (loss) attributable to Liberty Interactive Corporation  shareholders

 

$

111

 

64

 

175

 

 

6

 


 

STATEMENT OF OPERATIONS INFORMATION

Three months ended June 30, 2016 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Total revenue, net

 

$

2,424

 

139

 

2,563

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

1,538

 

83

 

1,621

 

Operating

 

 

157

 

20

 

177

 

Selling, general and administrative, including stock-based compensation (note 5)

 

 

261

 

33

 

294

 

Depreciation and amortization

 

 

214

 

 7

 

221

 

 

 

 

2,170

 

143

 

2,313

 

Operating income (loss)

 

 

254

 

(4)

 

250

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(71)

 

(21)

 

(92)

 

Share of earnings (losses) of affiliates, net (note 3)

 

 

 9

 

(11)

 

(2)

 

Realized and unrealized gains (losses) on financial instruments, net

 

 

 5

 

338

 

343

 

Other, net

 

 

20

 

80

 

100

 

 

 

 

(37)

 

386

 

349

 

Earnings (loss) from continuing operations before income taxes

 

 

217

 

382

 

599

 

Income tax benefit (expense)

 

 

(76)

 

(136)

 

(212)

 

Net earnings (loss) from continuing operations

 

 

141

 

246

 

387

 

Earnings (loss) from discontinued operations

 

 

 —

 

 3

 

 3

 

Net earnings (loss)

 

 

141

 

249

 

390

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

11

 

 —

 

11

 

Net earnings (loss) attributable to Liberty Interactive Corporation shareholders

 

$

130

 

249

 

379

 

 

7

 


 

STATEMENT OF OPERATIONS INFORMATION

Six months ended June 30, 2017 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

 

QVC

 

Ventures

 

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Total revenue, net

 

$

4,669

 

10

 

4,679

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

2,999

 

 —

 

2,999

 

Operating, including stock-based compensation (note 5)

 

 

296

 

 5

 

301

 

Selling, general and administrative, including stock-based compensation (note 5)

 

 

471

 

27

 

498

 

Depreciation and amortization

 

 

412

 

 2

 

414

 

 

 

 

4,178

 

34

 

4,212

 

Operating income (loss)

 

 

491

 

(24)

 

467

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(149)

 

(30)

 

(179)

 

Share of earnings (losses) of affiliates, net (note 3)

 

 

20

 

(56)

 

(36)

 

Realized and unrealized gains (losses) on financial instruments, net

 

 

(1)

 

818

 

817

 

Other, net

 

 

(10)

 

 4

 

(6)

 

 

 

 

(140)

 

736

 

596

 

Earnings (loss) from continuing operations before income taxes

 

 

351

 

712

 

1,063

 

Income tax benefit (expense)

 

 

(128)

 

(232)

 

(360)

 

Net earnings (loss)

 

 

223

 

480

 

703

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

21

 

 —

 

21

 

Net earnings (loss) attributable to Liberty stockholders

 

$

202

 

480

 

682

 

8

 


 

STATEMENT OF OPERATIONS INFORMATION

Six months ended June 30, 2016 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Total revenue, net

 

$

4,791

 

282

 

5,073

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

3,073

 

174

 

3,247

 

Operating, including stock-based compensation

 

 

310

 

37

 

347

 

Selling, general and administrative, including stock-based compensation (note 5)

 

 

525

 

77

 

602

 

Depreciation and amortization

 

 

423

 

15

 

438

 

 

 

 

4,331

 

303

 

4,634

 

Operating income (loss)

 

 

460

 

(21)

 

439

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(147)

 

(38)

 

(185)

 

Share of earnings (losses) of affiliates, net (note 3)

 

 

30

 

(29)

 

 1

 

Realized and unrealized gains (losses) on financial instruments, net

 

 

 4

 

332

 

336

 

Other, net

 

 

25

 

113

 

138

 

 

 

 

(88)

 

378

 

290

 

Earnings (loss) from continuing operations before income taxes

 

 

372

 

357

 

729

 

Income tax benefit (expense)

 

 

(129)

 

(121)

 

(250)

 

Net earnings (loss) from continuing operations

 

 

243

 

236

 

479

 

Net earnings (loss) from discontinued operations

 

 

 —

 

(13)

 

(13)

 

Net earnings (loss)

 

 

243

 

223

 

466

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

19

 

 —

 

19

 

Net earnings (loss) attributable to Liberty stockholders

 

$

224

 

223

 

447

 

9

 


 

STATEMENT OF CASH FLOWS INFORMATION

Six months ended June 30, 2017 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

223

 

480

 

703

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

412

 

 2

 

414

 

Stock-based compensation

 

 

30

 

 7

 

37

 

Share of (earnings) losses of affiliates, net

 

 

(20)

 

56

 

36

 

Cash receipts from return on equity investments

 

 

14

 

 —

 

14

 

Realized and unrealized (gains) losses on financial instruments, net

 

 

 1

 

(818)

 

(817)

 

Deferred income tax (benefit) expense

 

 

(78)

 

341

 

263

 

Other, net

 

 

11

 

 2

 

13

 

Intergroup tax allocation

 

 

110

 

(110)

 

 —

 

Intergroup tax (payments) receipts

 

 

(155)

 

155

 

 —

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Current and other assets

 

 

291

 

 8

 

299

 

Payables and other current liabilities

 

 

(179)

 

 —

 

(179)

 

Net cash provided (used) by operating activities

 

 

660

 

123

 

783

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Investment in and loans to cost and equity investees

 

 

 —

 

(118)

 

(118)

 

Capital expended for property and equipment

 

 

(73)

 

(1)

 

(74)

 

Other investing activities, net

 

 

(28)

 

(1)

 

(29)

 

Net cash provided (used) by investing activities

 

 

(101)

 

(120)

 

(221)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Borrowings of debt

 

 

1,199

 

 —

 

1,199

 

Repayments of debt

 

 

(1,491)

 

(6)

 

(1,497)

 

Repurchases of QVC Group common stock

 

 

(152)

 

 —

 

(152)

 

Withholding taxes on net settlements of stock-based compensation

 

 

(12)

 

(1)

 

(13)

 

Other financing activities, net

 

 

(30)

 

 2

 

(28)

 

Net cash provided (used) by financing activities

 

 

(486)

 

(5)

 

(491)

 

Effect of foreign currency rates on cash

 

 

 9

 

 —

 

 9

 

Net increase (decrease) in cash and cash equivalents

 

 

82

 

(2)

 

80

 

Cash and cash equivalents at beginning of period

 

 

338

 

487

 

825

 

Cash and cash equivalents at end period

 

$

420

 

485

 

905

 

 

10

 


 

STATEMENT OF CASH FLOWS INFORMATION

Six months ended June 30, 2016 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

243

 

223

 

466

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

(Earnings) loss from discontinued operations

 

 

 —

 

13

 

13

 

Depreciation and amortization

 

 

423

 

15

 

438

 

Stock-based compensation

 

 

37

 

18

 

55

 

Cash payments for stock based compensation

 

 

 —

 

(91)

 

(91)

 

Share of losses (earnings) of affiliates, net

 

 

(30)

 

29

 

(1)

 

Cash receipts from return on equity investments

 

 

14

 

 2

 

16

 

Realized and unrealized (gains) losses on financial instruments, net

 

 

(4)

 

(332)

 

(336)

 

Deferred income tax (benefit) expense

 

 

(94)

 

404

 

310

 

Other, net

 

 

15

 

(98)

 

(83)

 

Intergroup tax allocation

 

 

274

 

(274)

 

 —

 

Intergroup tax (payments) receipts

 

 

(104)

 

104

 

 —

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Current and other assets

 

 

369

 

23

 

392

 

Payables and other current liabilities

 

 

(491)

 

(17)

 

(508)

 

Net cash provided (used) by operating activities

 

 

652

 

19

 

671

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Cash proceeds from dispositions

 

 

 —

 

129

 

129

 

Investments in and loans to cost and equity investees

 

 

 —

 

(42)

 

(42)

 

Capital expended for property and equipment

 

 

(110)

 

(15)

 

(125)

 

Purchases of short term and other marketable securities

 

 

 —

 

(264)

 

(264)

 

Sales of short term and other marketable securities

 

 

12

 

1,162

 

1,174

 

Investment in Liberty Broadband

 

 

 —

 

(2,400)

 

(2,400)

 

Other investing activities, net

 

 

(2)

 

 1

 

(1)

 

Net cash provided (used) by investing activities

 

 

(100)

 

(1,429)

 

(1,529)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Borrowings of debt

 

 

778

 

587

 

1,365

 

Repayments of debt

 

 

(923)

 

(1,096)

 

(2,019)

 

Repurchases of QVC Group common stock

 

 

(417)

 

 —

 

(417)

 

Withholding taxes on net settlements of stock-based compensation

 

 

(13)

 

 —

 

(13)

 

Other financing activities, net

 

 

(13)

 

 3

 

(10)

 

Net cash provided (used) by financing activities

 

 

(588)

 

(506)

 

(1,094)

 

Effect of foreign currency rates on cash

 

 

 4

 

 —

 

 4

 

Net cash provided (used) by discontinued operations:

 

 

 

 

 

 

 

 

Cash provided (used) by operating activities

 

 

 —

 

 9

 

 9

 

Cash provided (used) by investing activities

 

 

 —

 

 —

 

 —

 

Cash provided (used) by financing activities

 

 

 —

 

 —

 

 —

 

Change in available cash held by discontinued operations

 

 

 —

 

 —

 

 —

 

Net cash provided (used) by discontinued operations

 

 

 —

 

 9

 

 9

 

Net increase (decrease) in cash and cash equivalents

 

 

(32)

 

(1,907)

 

(1,939)

 

Cash and cash equivalents at beginning of period

 

 

426

 

2,023

 

2,449

 

Cash and cash equivalents at end period

 

$

394

 

116

 

510

 

 

 

 

11

 


 

Notes to Attributed Financial Information

(unaudited)

 

 

(1)

At June 30, 2017, the QVC Group is comprised of our consolidated subsidiaries, QVC and zulily, and our approximate 38% interest in HSN, accounted for under the equity method.  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 and zulily.  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 among the QVC Group and the Ventures Group as described in note 5 below.

 

At June 30, 2017, 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.

 

At June 30, 2017, the Ventures Group consists of all of our businesses not included in the QVC Group, including Evite, FTD, LendingTree, and Liberty Broadband and available-for-sale securities Charter, ILG, and Time Warner. 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 Evite. 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.

 

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.

 

As discussed in note 1 to the accompanying condensed consolidated financial statements, on May 18, 2016, Liberty completed a $2.4 billion investment in Liberty Broadband in connection with the merger of Charter and Time Warner Cable Inc. ("TWC"). The proceeds of this investment were used by Liberty Broadband to fund, in part, its acquisition of $5 billion of stock in the new public parent company of the combined enterprises. Liberty, along with third party investors, all of whom invested on the same terms as Liberty, purchased newly issued shares of Liberty Broadband Series C common stock at a per share price of $56.23, which was determined based upon the fair value of Liberty Broadband's net assets on a sum-of-the parts basis at the time the investment agreements were executed. Liberty's investment in Liberty Broadband was funded using cash on hand and is attributed to the Ventures Group.

 

As discussed in note 2 to the accompanying condensed consolidated financial statements, on April 4, 2017, Liberty entered into an Agreement and Plan of Reorganization (the “GCI Reorganization Agreement” and the transactions contemplated thereby, the “Transactions”) with General Communication, Inc. (“GCI”), an Alaska corporation, and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Liberty (“LI LLC”), whereby Liberty will acquire GCI through a reorganization in which certain Ventures Group assets and liabilities will be contributed to GCI in exchange for a controlling interest in GCI.  Liberty and LI LLC will contribute to GCI Liberty (as defined below) its entire equity interest in Liberty Broadband, Charter and LendingTree, together with the Evite operating business and certain other assets and liabilities (including, subject to certain conditions, Liberty’s equity interest in FTD), in exchange for (a) the issuance to LI LLC of (i) a number of shares of reclassified GCI Class A Common Stock and a number of shares of reclassified GCI Class B Common Stock equal to the number of outstanding shares of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock outstanding on the closing date of the Contribution, respectively, (ii) certain exchangeable debentures and (iii) cash, and (b) the assumption of certain liabilities by GCI Liberty (the “Contribution”).

 

Liberty will then effect a tax-free separation of its controlling interest in the combined company (to be named GCI Liberty, Inc. (“GCI Liberty”)) to the holders of Liberty Ventures common stock in full redemption of all outstanding

12

 


 

Notes to Attributed Financial Information

(unaudited)

 

shares of such stock, leaving QVC Group common stock as the only outstanding common stock of Liberty.  Holders of GCI Class A Common Stock and GCI Class B Common Stock each will receive (i) 0.63 of a share of reclassified GCI Class A Common Stock and (ii) 0.20 of a share of new GCI Series A preferred stock in exchange for each share of their existing GCI stock.   The exchange ratios were determined based on total consideration of $32.50 per share for the existing GCI common stock, comprised of $27.50 per share in reclassified GCI Class A Common Stock and $5.00 per share in newly issued GCI Preferred Stock, and a Liberty Ventures reference price of $43.65 (with no additional premium paid for shares of GCI Class B Common Stock). The Series A preferred shares will accrue dividends at an initial rate of 5% per annum (which would increase to 7% in connection with a future reincorporation of GCI Liberty in Delaware) and will be redeemable upon the 21st anniversary of the closing.

 

At the closing of the Transactions, Liberty will reattribute certain assets and liabilities from the Ventures Group to the QVC Group (the “Reattribution”).  The reattributed assets and liabilities, if effected as of the date hereof, would include cash, Liberty’s interest in ILG, Inc., certain green energy investments, LI LLC’s exchangeable debentures (other than its outstanding 1.75% Exchangeable Debentures due 2046 that are exchanged for mirror debentures of GCI in an exchange offer to be conducted prior to the closing of the Transactions), and certain tax benefits.  Liberty will complete the Reattribution using similar valuation methodologies to those used in connection with its previous reattributions, including taking into account the advice of its financial advisor. The Transactions are expected to be consummated during the fourth quarter of 2017, subject to the satisfaction of customary closing conditions, including receipt of regulatory approval and the requisite stockholder approvals.

 

As discussed in note 2 to the accompanying condensed consolidated financial statements, on July 6, 2017, Liberty announced that it had entered into an Agreement and Plan of Merger, dated as of July 5, 2017 (the “HSN Merger Agreement”), by and among Liberty, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Liberty (“Merger Sub”), and HSN. Pursuant to the terms of the HSN Merger Agreement, Merger Sub will merge with and into HSN, with HSN surviving as a wholly-owned subsidiary of Liberty (the “HSN Merger”). As a result of the HSN Merger, Liberty will acquire the approximately 62% of HSN it does not already own in an all-stock transaction, making HSN a wholly-owned subsidiary, attributed to the QVC Group tracking stock group.  Liberty currently owns approximately 38% of HSN. HSN shareholders (other than Liberty) will receive fixed consideration of 1.65 shares of Series A QVC Group common stock for each share of HSN common stock. Based on the Series A QVC Group common stock’s closing price as of July 5, 2017 and the number of HSN undiluted shares outstanding as of May 1, 2017, this equates to a total enterprise value for HSN of $2.6 billion, an equity value of $2.1 billion, and consideration of $40.36 per HSN share, representing a premium of $9.06 per share or 29% to HSN shareholders, based on HSN’s closing price on July 5, 2017. Liberty intends to issue 53.4 million shares of Series A QVC Group common stock to HSN shareholders. Following the completion of the HSN Merger, Liberty expects to continue its repurchases of QVC Group common stock.  

 

The HSN Merger is expected to be completed by the fourth quarter of 2017.  The completion of the acquisition is subject to certain customary conditions, including (i) the receipt of requisite regulatory approvals, including approval from the Federal Communications Commission and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and (ii) approval by a majority of the outstanding voting power of HSN shareholders. A voting agreement has been obtained from Liberty to vote its HSN shares in-favor of the transaction.  Approval of the Liberty stockholders is not required, and is not being sought, for the HSN Merger.  Upon closing, Liberty’s board of directors will be expanded by one to include a director from HSN’s board of directors; this director will be selected by Liberty.

 

As discussed above, the transaction between Liberty and GCI and subsequent split-off of Liberty Ventures is expected to close later in 2017.  Simultaneous with that closing, QVC Group, including wholly-owned subsidiaries QVC, Inc., zulily and HSN (or, if the HSN acquisition has not yet closed, following such closing), will become an asset-backed stock and Liberty will be renamed QVC Group, Inc.  Neither the Transactions nor the HSN Merger is conditioned on the completion of the other, and no assurance can be given as to which of these transactions will be completed first.

13

 


 

Notes to Attributed Financial Information

(unaudited)

 

 

 

(2)

Investments in available-for-sale securities, including non-strategic securities, and other cost investments are summarized as follows:

 

 

 

 

 

 

 

 

 

    

June 30,

    

December 31,

 

 

 

2017

 

2016

 

 

 

amounts in millions

 

QVC Group

 

 

 

 

 

 

Other

 

$

 3

 

 4

 

Total QVC Group

 

 

 3

 

 4

 

Ventures Group

 

 

 

 

 

 

Charter

 

 

1,805

 

1,543

 

ILG

 

 

457

 

302

 

Other

 

 

82

 

73

 

Total Ventures Group

 

 

2,344

 

1,918

 

Consolidated Liberty

 

$

2,347

 

1,922

 

 

(3)

The following table presents information regarding certain equity method investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share of earnings (losses)

 

 

 

June 30, 2017

 

Three months ended

 

Six Months Ended

 

 

 

Percentage

 

Carrying

 

Market

 

June 30,

 

June 30,

 

 

 

ownership

    

value

 

value

 

2017

 

2016

 

2017

 

2016

 

 

 

dollar amounts in millions

 

QVC Group

    

    

  

    

 

    

    

    

    

    

  

    

    

    

    

    

 

HSN

 

38

%  

 

$

193

 

639

 

 7

 

10

 

23

 

32

 

Other

 

various

 

 

 

38

 

NA

 

(1)

 

(1)

 

(3)

 

(2)

 

Total QVC Group

 

 

 

 

 

231

 

 

 

 6

 

 9

 

20

 

30

 

Ventures Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FTD

 

37

%  

 

 

213

 

204

 

 —

 

 2

 

(5)

 

(1)

 

Other

 

various

 

 

 

202

 

NA

 

(15)

 

(13)

 

(51)

 

(28)

 

Total Ventures Group

 

 

 

 

 

415

 

 

 

(15)

 

(11)

 

(56)

 

(29)

 

Consolidated Liberty

 

 

 

 

$

646

 

 

 

(9)

 

(2)

 

(36)

 

 1

 

 

Investment in Liberty Broadband

 

As discussed in note 1 to the accompanying condensed consolidated financial statements, in connection with the merger of Charter and TWC, on May 18, 2016, Liberty invested $2.4 billion in Liberty Broadband Series C nonvoting shares. As of June 30, 2017, Liberty has a 23% economic ownership interest in Liberty Broadband. Due to overlapping boards of directors and management, Liberty has been deemed to have significant influence over Liberty Broadband even though Liberty does not have any voting rights. Liberty has elected to apply the fair value option for its investment in Liberty Broadband as it is believed that the Company’s investors value this investment based on the trading price of Liberty Broadband. Liberty recognizes changes in the fair value of its investment in Liberty Broadband in realized and unrealized gains (losses) on financial instruments, net in the accompanying condensed consolidated statements of operations.

14

 


 

Notes to Attributed Financial Information

(unaudited)

 

 

 

(4)

Debt attributed to the QVC Group and the Ventures Group is comprised of the following:

 

 

 

 

 

 

 

 

 

 

 

June 30, 2017

 

 

 

Outstanding

 

Carrying

 

 

 

principal

 

value

 

 

 

amounts in millions

 

QVC Group

    

 

    

    

 

    

 

8.5% Senior Debentures due 2029

 

$

287

 

 

285

 

8.25% Senior Debentures due 2030

 

 

504

 

 

502

 

1% Exchangeable Senior Debentures due 2043

 

 

 1

 

 

 —

 

QVC 3.125% Senior Secured Notes due 2019

 

 

400

 

 

399

 

QVC 5.125% Senior Secured Notes due 2022

 

 

500

 

 

500

 

QVC 4.375% Senior Secured Notes due 2023

 

 

750

 

 

750

 

QVC 4.85% 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

 

 

1,611

 

 

1,611

 

Other subsidiary debt

 

 

180

 

 

180

 

Deferred loan costs

 

 

 

 

 

(28)

 

Total QVC Group debt

 

 

6,133

 

 

6,097

 

Ventures Group

 

 

 

 

 

 

 

4% Exchangeable Senior Debentures due 2029

 

 

435

 

 

309

 

3.75% Exchangeable Senior Debentures due 2030

 

 

436

 

 

306

 

3.5% Exchangeable Senior Debentures due 2031

 

 

333

 

 

326

 

0.75% Exchangeable Senior Debentures due 2043

 

 

 1

 

 

 3

 

1.75% Exchangeable Senior Debentures due 2046

 

 

750

 

 

855

 

Total Ventures Group debt

 

 

1,955

 

 

1,799

 

Total consolidated Liberty debt

 

$

8,088

 

 

7,896

 

Less current maturities

 

 

 

 

 

(961)

 

Total long-term debt

 

 

 

 

$

6,935

 

 

(5)

Cash compensation expense for our corporate employees is allocated between 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 were determined to be $7 million and $8 million for the three months ended June 30, 2017 and 2016, respectively, and $13 million and $17 million for the six months ended June 30, 2017 and 2016, 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.

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.

15

 


 

Notes to Attributed Financial Information

(unaudited)

 

 

(6)

The QVC Group common stock and the Liberty Ventures common 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 are 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 QVC Group common stock or the approval of the holders of only Series A and Series B Liberty Ventures common stock.

At the option of the holder, each share of Series B common stock is 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.

(7)The intergroup payable (receivable) is primarily attributable to intergroup income taxes payable from the QVC Group to the Ventures Group.

 

16