Annual report pursuant to Section 13 and 15(d)

TripAdvisor Transactions (Notes)

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TripAdvisor Transactions (Notes)
 12 Months Ended
Dec. 31, 2013
Business Acquisition [Line Items]  
TripAdvisor Transactions [Text Block]
TripAdvisor, Inc. Transactions

In May 2012, Liberty sold approximately 8.5 million shares of TripAdvisor for cash proceeds of $338 million. The sale resulted in a $288 million gain recorded in gain (losses) on transactions, net, based on the average cost, in the statement of operations.

On December 11, 2012, we acquired approximately 4.8 million additional shares of common stock of TripAdvisor, Inc. ("TripAdvisor") (an additional 4% equity ownership interest), for $300 million, along with the right to control the vote of the shares of TripAdvisor's common stock and class B common stock we own. Following the transaction we owned approximately 22% of the equity and 57% of the total votes of all classes of TripAdvisor common stock. As we now control TripAdvisor we applied the applicable purchase accounting guidance and recorded a gain on the acquisition of $800 million on our ownership interest held prior to the transaction, recognized in the gain (loss) on transactions, net line in the consolidated statements of operations. The fair value of our ownership interest previously held and the fair value of the noncontrolling interest was determined based on the trading price of TripAdvisor common shares on the last trading day prior to our transaction. Additionally, the noncontrolling interest includes the fair value of TripAdvisor's fully vested options outstanding at the date of acquisition. Following the transaction date TripAdvisor is a consolidated subsidiary with a 78% noncontrolling interest accounted for in equity and the consolidated statements of operations.

Final purchase price allocation for TripAdvisor is as follows (amounts in millions):
 
Initial
 
Adjustments
 
Final
Fair value of ownerhsip interest held prior to transaction
$
1,004

 
—

 
1,004

Controlling interest acquired
300

 
—

 
300

Noncontrolling interest
4,341

 
—

 
4,341

 
$
5,645

 
—

 
5,645

 
 
 
 
 
 
Cash and cash equivalents
$
411

 
—

 
411

Receivables
116

 
—

 
116

Other assets
233

 
—

 
233

Goodwill
3,649

 
(220
)
 
3,429

Tradenames
1,800

 
30

 
1,830

Intangible assets subject to amortization
1,195

 
(30
)
 
1,165

Debt
(417
)
 
—

 
(417
)
Other liabilities assumed
(151
)
 
(7
)
 
(158
)
Deferred tax liabilities
(1,191
)
 
227

 
(964
)
 
$
5,645

 
—

 
5,645



Liberty finalized its purchase price allocation during the year ended December 31, 2013. The Adjustments were primarily related to tax impacts of our initial allocation. The differences would not have had a significant effect on any prior period amounts and accumulated differences have been included in the year ended December 31, 2013 results.

The Pro Forma summarized unaudited statements of operations of Liberty were prepared utilizing the historical financial statements of TripAdvisor, giving effect to purchase accounting related adjustments made at the time of acquisition and excluding the impact of gains recorded in 2012, as if the transaction discussed above had occurred on January 1, 2011, are as follows:
Summary Operations Data:
 
Years ended December 31,
 
2012
 
2011
 
in millions, except
per share amounts (unaudited)
Revenue
$
10,781

 
10,253

Operating income (loss)
1,219

 
1,166

Income tax (expense) benefit
(383
)
 
(382
)
Net earnings (loss) from continuing operations
530

 
589

Less earnings (loss) attributable to the noncontrolling interests
175

 
190

Net Earnings (loss) from continuing operations attributable to Liberty shareholders:
 
 
 
 
Liberty Capital common stock
NA

 
10

 
Liberty Interactive Corporation common stock
44

 
389

 
Liberty Interactive common stock
212

 
NA

 
Liberty Ventures common stock
99

 
NA

 
 
$
355

 
399

 
 
 
 
 
Pro Forma basic net earnings (loss) from continuing operations attributable to Liberty shareholders per common share (note 3):
 
 
 
 
Liberty Capital common stock
NA

 
0.12

 
Liberty Interactive Corporation common stock
$
0.08

 
0.65

 
Liberty Interactive common stock
$
0.39

 
NA

 
Liberty Ventures common stock
$
3.00

 
NA

 
 
 
 
 
Pro Forma diluted net earnings (loss) from continuing operations attributable to Liberty shareholders per common share (note 3):
 
 
 
 
Liberty Capital common stock
NA

 
0.12

 
Liberty Interactive Corporation common stock
$
0.08

 
0.65

 
Liberty Interactive common stock
$
0.38

 
NA

 
Liberty Ventures common stock
$
3.00

 
NA


This Pro Forma information is not representative of Liberty's future financial position, future results of operations or future cash flows nor does it reflect what Liberty's financial position, results of operations or cash flows would have been as if the transaction had happened previously and Liberty controlled TripAdvisor during the periods presented.