This is not tax advice. Please note that the information below is provided solely as a convenience to shareholders. Qurate Retail, Inc. does not provide its shareholders with tax advice and the information below is not intended to provide tax advice. Qurate Retail, Inc. encourages its shareholders to consult with their own tax advisors with respect to their specific questions pertaining to their own tax positions.
For purposes of the information below, “Liberty Interactive” refers to Liberty Interactive Corporation (including its predecessors) which was renamed Qurate Retail, Inc. on April 9, 2018.
On September 14, 2020, Qurate Retail, Inc. distributed to shareholders a special dividend consisting of two pieces: (i) a special cash dividend of $1.50 per QRTEA/QRTEB share and (ii) a newly issued preferred stock dividend of 0.03 shares per QRTEA/QRTEB share (the “Preferred Shares”). The Preferred Shares have an initial liquidation price of $100 per Preferred Share, with cash paid in lieu of fractional shares, and an 8.0% dividend rate maturing in the first quarter of 2031. The ex-dividend date was September 15, 2020.
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On March 9, 2018, Liberty Interactive (subsequently renamed Qurate Retail, Inc.) completed the split-off of all the stock of GCI Liberty that it owned. Each holder of Liberty Interactive’s Series A and Series B Liberty Ventures common stock (“LVNTA/B”) received one share of GCI Liberty’s Class A and Class B Common Stock (“GLIBA/B”), respectively, in exchange for each share of LVNTA/B owned by such holder. Liberty Interactive delisted its LVNTA/B stock and it no longer trades on the NASDAQ Global Select Market. GLIBA commenced trading on March 12, 2018, and GLIBB is expected to be quoted on the OTC Markets as soon as practical.
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On December 29, 2017 - Liberty Interactive Corporation ("Liberty Interactive") acquired the remaining 62% of HSN, Inc. ("HSN") that it did not already own. Pursuant to an Agreement and Plan of Merger dated July 5, 2017, a wholly owned merger subsidiary of Liberty Interactive merged with and into HSN, with HSN surviving as a wholly owned subsidiary of Liberty Interactive (the "Merger"). As a result of the Merger, HSN shareholders (other than Liberty Interactive and its wholly owned subsidiaries) received 1.65 shares of Liberty Interactive's Series A QVC Group common stock ("QVCA") in exchange for each share of HSN common stock surrendered in the Merger. Cash was received in lieu of fractional shares.
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November 4, 2016 (CORRECTED)– Liberty Interactive Corporation completed the split-off of Liberty Expedia Holdings, Inc. Liberty Interactive Corporation redeemed 0.4 of each outstanding share of its Liberty Ventures Series A/B Common Stock (LVNTA/LVNTB) held as of the redemption date, for 0.4 of a share of Liberty Expedia Holdings, Inc. Series A/B Common Stock (LEXEA/LEXEB). 0.6 of each share of Liberty Ventures Series A/B Common Stock (LVNTA/LVNTB) remained outstanding. Cash was paid in lieu of fractional shares.
Click here for basis allocation
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July 22, 2016 - Liberty Ventures Group completed the spin-off of CommerceHub, Inc. ("CommerceHub"). Each holder of Liberty Ventures Series A/B common stock (LVNTA/LVNTB) received (i) 0.1 of a share of the corresponding series of CommerceHub common stock (CHUBA/CHUBB) and (ii) 0.2 of a share of CommerceHub Series C common stock (CHUBK), in each case, for each share of Liberty Ventures common stock held prior to the spin-off. Immediately after the spin-off, the tax basis of each LVNTA/LVNTB share held prior to the spin-off will be allocated between the original share and the new share issued as part of the spin-off.
Click here for basis allocation
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On October 1, 2015 - Mocha Merger Sub, Inc. ("Mocha"), a wholly owned merger subsidiary of Liberty Interactive Corporation ("Liberty Interactive"), merged with and into Zulily, Inc. ("Zulily"), with Zulily surviving the first merger as a wholly owned indirect subsidiary of Liberty Interactive. Immediately following the first merger, and as part of the same plan, Zulily, as surviving corporation of the first merger, will be merged with and into Ziggy Merger Sub, LLC ("Ziggy"), a direct wholly owned merger subsidiary of Liberty Interactive, with Ziggy surviving the second merger as the surviving company and a wholly owned direct subsidiary of Liberty Interactive.
As a result of this merger, each share of Zulily Series A Common Stock and Series B Common Stock was exchanged for 0.3098 fractional shares of Liberty Interactive (Series A QVC Group common stock, QVCA) and $9.375 in cash.
The merger of Zulily into Liberty Interactive qualifies as a tax-free reorganization with the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, as amended. As a result, each Zulily shareholder will recognize gain, but not loss, equal to the lesser of (1) the amount of gain realized (that is, the excess, if any, of the sum of the cash and the fair market value of the Liberty Interactive common stock (see below) received over such holder’s tax basis in the Zulily stock surrendered in the merger); and (2) the amount of cash received in the merger. For this purpose, gain or loss must be calculated separately for each identifiable block of shares surrendered in the merger, and a loss realized on one block of shares may not be used to offset a gain realized on another block of shares. Cash received and gain realized in connection with the receipt of cash in lieu of a fractional share of Liberty Interactive common stock are not taken into account in making the computations of gain realized or recognized and basis of the shares received. Shareholders should consult with a qualified tax advisor for questions regarding their specific tax treatment.
Under applicable federal income tax rules, the fair market value of the Liberty Interactive common stock received on October 1, 2015 is $26.535.
Where one Liberty Interactive share is received in exchange for more than one Zulily share, then the Adjusted Basis must be allocated to the Liberty Interactive shares received in a manner that reflects, to the greatest extent possible, the basis in Zulily shares that were acquired on the same date and at the same price. To the extent it is not possible to allocate the aggregate basis in this manner, the aggregate basis of the Zulily shares surrendered must be allocated to the Liberty Interactive shares in a manner that minimizes the disparity in the holding periods of the Zulily shares whose basis is allocated to any particular Liberty Interactive share received.
No loss can be recognized upon the exchange of the Zulily common stock for the Liberty Interactive common stock and cash. If a taxable loss is calculated on the deemed sale of the fractional shares of Liberty Interactive common stock deemed to have been received in the exchange, this loss can be recognized. Shareholders should consult with a qualified tax advisor for questions regarding their specific tax treatment.
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October 20, 2014 - The QVC Group (formerly referred to as the Liberty Interactive Group) and Liberty Ventures Group completed a reattribution transaction through which the QVC Group shareholders ("QVCA and QVCB") received a distribution of 0.14217 shares of the corresponding series of Liberty Ventures ("LVNTA or LVNTB") per share of QVCA/QVCB, held as of the record date. In exchange, digital commerce businesses valued at $1.5 billion and $970 million in cash were reattributed from the QVC Group to the Liberty Ventures Group. Cash was paid in lieu of fractional shares. Immediately after the reattribution, the tax basis of each QVCA/QVCB shares held prior to the reattribution will be allocated between the original shares and the new LVNTA/LVNTB shares distributed.
Click here for Basis Allocation.
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August 27, 2014 - Liberty Ventures Group completed the spin-off of Liberty TripAdvisor Holdings, Inc. Each holder of Liberty Ventures Series A/B Common Stock (LVNTA/LVNTB) received a share of the corresponding series of Liberty TripAdvisor Holdings, Inc. Common Stock (LTRPA/LTRPB). Immediately after the spin-off, the tax basis of each LVNTA/LVNTB share held prior to the spin-off will be allocated between the original share and the new share issued as part of the spin-off.
Click here for Basis Allocation.
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April 14, 2014 - Liberty Ventures Group completed a two-for-one stock split, in the form of a stock dividend of one share of Liberty Ventures Series A/B Common Stock ("LVNTA & LVNTB") for each share of Series A/B Liberty Ventures Common Stock outstanding. The stock dividend was distributed on April 14, 2014 to stockholders of record as of April 4, 2014. Immediately after the stock split, the tax basis of each LVNTA/LVNTB share held prior to the stock split will be divided equally between the original share and the new share issued as part of the stock split.
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August 10, 2012 - Liberty Interactive Corporation created the new Liberty Ventures common stock.
September 23, 2011 – Liberty Interactive Corporation (f/k/a Liberty Media Corporation and referred to herein as "Liberty Interactive") completes the split-off of Liberty Media Corporation (f/k/a Liberty CapStarz, Inc. and Liberty Splitco, Inc. and referred to herein as "Liberty Media"). In the split-off, Liberty Interactive redeemed each share of its Liberty Capital and Liberty Starz common stock in exchange for one share of the corresponding series of Liberty Media's Liberty Capital and Liberty Starz common stock, respectively. The ticker symbols for Liberty Media's Liberty Capital and Liberty Starz common stock are the same as the ticker symbols for Liberty Interactive's Liberty Capital and Liberty Starz common stock.
The tax basis of each share of Liberty Media's LCAPA, LCAPB, LSTZA, and LSTZB stock received by holders of Liberty Interactive's Liberty Capital and Liberty Starz common stock in the split-off should generally be the same in each case as the tax basis of the share of Liberty Interactive's LCAPA, LCAPB, LSTZA or LSTZB stock, respectively, that is surrendered in exchange therefor. The tax basis of shares of Liberty Interactive common stock is not affected by the split-off.
This is not tax advice. Please note that the information above is provided solely as a convenience to shareholders. Liberty Interactive does not provide its shareholders with tax advice and the information above is not intended to provide tax advice. Liberty encourages its shareholders to consult with their own tax advisors with respect to their specific questions pertaining to their own tax positions.
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November 19, 2009, Liberty completes split-off of the Liberty Entertainment Inc (LEI) and business combination with DIRECTV (NASDAQ: DTV). Remaining businesses, assets and liabilities not held by LEI remain with Liberty Media and are redesignated as the Liberty Starz group (NASDAQ: LSTZA/B). 1 share of DTV and .1 shares of LSTZA/B issued for each share of LMDIA/B.
September 18, 2008, Discovery Holding Company ("DHC") completes restructuring into Discovery Communications, Inc. ("DCI"), and spin off of Ascent Media Corporation ("ASCM").
March 3, 2008, Liberty Interactive Corporation completes reclassification of its Liberty Capital group common stock (NASDAQ: LCAPA/B) and issues new tracking stock for the Liberty Entertainment group common stock (NASDAQ: LMDIA/B): 4 shares of LMDIA/B issued for each share of LCAPA/B.
May 9, 2006, Liberty Interactive Corporation completes its restructuring and issues two new tracking stocks Liberty Capital group and Liberty Interactive group (NASDAQ:LCAPA/B and LINTA/B, respectively): 0.05 shares of LCAPA/B issued for each 1 share of L/LMC.B held and 0.25 shares of LINTA/B shares issued for each 1 share of L/LMC.B held.
July 21, 2005, Discovery Holding Company Spin Off from Liberty Interactive Corporation: 0.10 shares of DISCA/DISCB issued for each 1 share of L/LMC.B.
June 8, 2004, Liberty Media International Spin Off from Liberty Interactive Corporation: 0.05 shares of LBTYA/LBTYB issued for each 1 share of L/LMC.B. Click here for Basis Allocation.
August 10, 2001, Liberty Media Split Off from AT&T: Each share of LMG.A/B exchanged on a 1 for 1 basis for shares of the new Liberty Interactive Corporation Series A and Series B Common stock, trading on the New York Stock Exchange under the symbols LMC.A and LMC.B respectively.
June 9, 2000, 2-for-1 Stock Split: 1 additional share of LMG.A/B issued for every share of LMG.A/B held
June 11, 1999, 2-for-1 Stock Split: 1 additional share of LMG.A/B issued for every share of LMG.A/B held
March 9, 1999, AT&T/TCI Merger: Each share of LBTYA/B exchanged on a 1 for 1 basis for shares of AT&T Liberty Media group A/B, trading on the New York Stock Exchange under the symbols LMG.A/LMG.B
February 6, 1998, 3-for-2 Stock Split: 1 additional share of LBTYA/B issued for every 2 shares of LBTYA/B held
January 6, 1998, TCI/Liberty Merger Settlement: 0.01345 share TCOMA for each share of LBTYA held on August 4, 1994; 0.01542 share TCOMB for each share of LBTYB held on August 4, 1994
January 13, 1997, 3-for-2 Stock Split: 1 additional share of LBTYA for every 2 shares of LBTYA and LBTYB
August 4, 1994, Merger with TCI: 0.975 shares TCOMA/B for each share of LBTYA/B; 1 share TCOMP for each share of LBTYP
March 17, 1993, 2-for-1 Stock Split: 1 additional share LBTYA/B issued for each one held
December 3, 1992, 4-for-1 Stock Split: 3 additional shares LBTYA/B issued for each one held
March 12, 1992, Liberty recapitalization: 20 shares new LBTYA/B + 2 shares LBTYP issued in exchange for each share of old LBTYA/B
March 28, 1991, Liberty trades publicly
March 19,1991, exercise of Liberty Rights: 16 shares TCOMA/B + 1 Right = LBTYA/B
March 19, 1991, expiration of Liberty Rights: Any not exercised expired with no value
February 6, 1991, issuance of Liberty Rights: 1 Right for every 200 shares of TCOMA/B
