|
State of Delaware
(State or other jurisdiction of
incorporation or organization)
|
84-1288730
(I.R.S. Employer
Identification No.)
|
|
|
12300 Liberty Boulevard
Englewood, Colorado
(Address of principal executive offices)
|
80112
(Zip Code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(do not check if
smaller reporting company)
|
Smaller reporting company
o
|
|
Series A
|
|
Series B
|
||
Liberty Interactive common stock
|
479,504,070
|
|
|
28,891,103
|
|
Liberty Ventures common stock
|
35,351,097
|
|
|
1,442,689
|
|
|
LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited)
|
||||||
|
September 30,
2013 |
|
December 31,
2012 |
|||
|
amounts in millions
|
|||||
Assets
|
|
|
|
|||
Current assets:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
981
|
|
|
2,660
|
|
Trade and other receivables, net of allowance for doubtful accounts of $82 million and $79 million
|
954
|
|
|
1,201
|
|
|
Inventory, net
|
1,328
|
|
|
1,106
|
|
|
Short term marketable securities (note 5)
|
552
|
|
|
186
|
|
|
Other current assets
|
152
|
|
|
105
|
|
|
Total current assets
|
3,967
|
|
|
5,258
|
|
|
Investments in available-for-sale securities and other cost investments (note 6)
|
1,343
|
|
|
1,819
|
|
|
Investments in affiliates, accounted for using the equity method (note 7)
|
1,225
|
|
|
851
|
|
|
Property and equipment, at cost
|
2,201
|
|
|
2,170
|
|
|
Accumulated depreciation
|
(995
|
)
|
|
(935
|
)
|
|
|
1,206
|
|
|
1,235
|
|
|
Intangible assets not subject to amortization (note 8):
|
|
|
|
|||
Goodwill
|
9,553
|
|
|
9,556
|
|
|
Trademarks
|
4,350
|
|
|
4,324
|
|
|
|
13,903
|
|
|
13,880
|
|
|
Intangible assets subject to amortization, net (note 8)
|
2,624
|
|
|
3,117
|
|
|
Other assets, at cost, net of accumulated amortization
|
102
|
|
|
95
|
|
|
Total assets
|
$
|
24,370
|
|
|
26,255
|
|
|
||||||
(continued)
|
|
LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Continued)
(unaudited)
|
||||||
|
September 30,
2013 |
|
December 31, 2012
|
|||
|
amounts in millions,
|
|||||
|
except share amounts
|
|||||
Liabilities and Equity
|
|
|
|
|||
Current liabilities:
|
|
|
|
|||
Accounts payable
|
$
|
682
|
|
|
719
|
|
Accrued liabilities
|
794
|
|
|
918
|
|
|
Current portion of debt (note 9)
|
1,366
|
|
|
1,638
|
|
|
Deferred income tax liabilities
|
942
|
|
|
912
|
|
|
Other current liabilities
|
210
|
|
|
302
|
|
|
Total current liabilities
|
3,994
|
|
|
4,489
|
|
|
Long-term debt, including $2,236 million and $2,930 million measured at fair value (note 9)
|
5,668
|
|
|
6,246
|
|
|
Deferred income tax liabilities
|
2,894
|
|
|
3,209
|
|
|
Other liabilities
|
255
|
|
|
260
|
|
|
Total liabilities
|
12,811
|
|
|
14,204
|
|
|
Equity
|
|
|
|
|
|
|
Stockholders' equity (note 10):
|
|
|
|
|
|
|
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued
|
—
|
|
|
—
|
|
|
Series A Liberty Interactive common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 483,312,332 shares at September 30, 2013 and 516,009,627 shares at December 31, 2012
|
5
|
|
|
5
|
|
|
Series B Liberty Interactive common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 28,893,353 shares at September 30, 2013 and 28,942,403 shares at December 31, 2012
|
—
|
|
|
—
|
|
|
Series A Liberty Ventures common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 35,351,042 shares at September 30, 2013 and 35,355,434 shares at December 31, 2012
|
—
|
|
|
—
|
|
|
Series B Liberty Ventures common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 1,442,689 shares at September 30, 2013 and 1,446,916 shares at December 31, 2012
|
—
|
|
|
—
|
|
|
Additional paid-in capital
|
1,478
|
|
|
2,225
|
|
|
Accumulated other comprehensive earnings (loss), net of taxes
|
126
|
|
|
148
|
|
|
Retained earnings
|
5,444
|
|
|
5,184
|
|
|
Total stockholders' equity
|
7,053
|
|
|
7,562
|
|
|
Noncontrolling interests in equity of subsidiaries
|
4,506
|
|
|
4,489
|
|
|
Total equity
|
11,559
|
|
|
12,051
|
|
|
Commitments and contingencies (note 11)
|
|
|
|
|
|
|
Total liabilities and equity
|
$
|
24,370
|
|
|
26,255
|
|
LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements Of Operations
(unaudited)
|
||||||||||||
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||
Net retail sales
|
$
|
2,245
|
|
|
2,196
|
|
|
7,079
|
|
|
6,875
|
|
Other revenue
|
255
|
|
|
—
|
|
|
732
|
|
|
—
|
|
|
Total revenue
|
2,500
|
|
|
2,196
|
|
|
7,811
|
|
|
6,875
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|||||
Cost of sales (exclusive of depreciation shown separately below)
|
1,437
|
|
|
1,407
|
|
|
4,511
|
|
|
4,361
|
|
|
Operating, including stock-based compensation (note 3)
|
246
|
|
|
201
|
|
|
733
|
|
|
608
|
|
|
Selling, general and administrative, including stock-based compensation (note 3)
|
358
|
|
|
213
|
|
|
1,086
|
|
|
693
|
|
|
Impairment of intangible assets
|
19
|
|
|
39
|
|
|
19
|
|
|
39
|
|
|
Depreciation and amortization
|
235
|
|
|
147
|
|
|
702
|
|
|
437
|
|
|
|
2,295
|
|
|
2,007
|
|
|
7,051
|
|
|
6,138
|
|
|
Operating income
|
205
|
|
|
189
|
|
|
760
|
|
|
737
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|||||
Interest expense
|
(87
|
)
|
|
(111
|
)
|
|
(288
|
)
|
|
(324
|
)
|
|
Share of earnings (losses) of affiliates, net (note 7)
|
29
|
|
|
43
|
|
|
25
|
|
|
89
|
|
|
Realized and unrealized gains (losses) on financial instruments, net (note 5)
|
15
|
|
|
(160
|
)
|
|
(49
|
)
|
|
(338
|
)
|
|
Gains (losses) on transactions, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
288
|
|
|
Other, net
|
3
|
|
|
(2
|
)
|
|
(50
|
)
|
|
31
|
|
|
|
(40
|
)
|
|
(230
|
)
|
|
(364
|
)
|
|
(254
|
)
|
|
Earnings (loss) before income taxes
|
165
|
|
|
(41
|
)
|
|
396
|
|
|
483
|
|
|
Income tax (expense) benefit
|
(34
|
)
|
|
15
|
|
|
(62
|
)
|
|
(155
|
)
|
|
Net earnings (loss)
|
131
|
|
|
(26
|
)
|
|
334
|
|
|
328
|
|
|
Less net earnings (loss) attributable to the noncontrolling interests
|
18
|
|
|
15
|
|
|
74
|
|
|
44
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
113
|
|
|
(41
|
)
|
|
260
|
|
|
284
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders:
|
|
|
|
|
|
|
|
|||||
Liberty Interactive Corporation common stock
|
NA
|
|
|
(31
|
)
|
|
NA
|
|
|
294
|
|
|
Liberty Interactive common stock
|
$
|
77
|
|
|
38
|
|
|
281
|
|
|
38
|
|
Liberty Ventures common stock
|
36
|
|
|
(48
|
)
|
|
(21
|
)
|
|
(48
|
)
|
|
|
$
|
113
|
|
|
(41
|
)
|
|
260
|
|
|
284
|
|
|
|
|
|
|
|
|
|
|||||
|
(Continued)
|
|
LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements Of Operations (Continued)
(unaudited)
|
||||||||||||
|
|
|
|
|||||||||
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions,
except per share amounts
|
|||||||||||
Basic net earnings (losses) attributable to Liberty Interactive Corporation shareholders per common share (note 4):
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty Interactive Corporation common stock
|
NA
|
|
|
(0.06
|
)
|
|
NA
|
|
|
0.53
|
|
|
Series A and Series B Liberty Interactive common stock
|
$
|
0.15
|
|
|
0.07
|
|
|
0.54
|
|
|
0.07
|
|
Series A and Series B Liberty Ventures common stock
|
$
|
1.00
|
|
|
(1.66
|
)
|
|
(0.58
|
)
|
|
(1.66
|
)
|
Diluted net earnings (losses) attributable to Liberty Interactive Corporation shareholders per common share (note 4):
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty Interactive Corporation common stock
|
NA
|
|
|
(0.06
|
)
|
|
NA
|
|
|
0.52
|
|
|
Series A and Series B Liberty Interactive common stock
|
$
|
0.15
|
|
|
0.07
|
|
|
0.53
|
|
|
0.07
|
|
Series A and Series B Liberty Ventures common stock
|
$
|
0.97
|
|
|
(1.60
|
)
|
|
(0.57
|
)
|
|
(1.60
|
)
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Net earnings (loss)
|
$
|
131
|
|
|
(26
|
)
|
|
334
|
|
|
328
|
|
Other comprehensive earnings (loss), net of taxes:
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustments
|
74
|
|
|
35
|
|
|
(39
|
)
|
|
(1
|
)
|
|
Unrealized holding gains (losses) arising during the period
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Share of other comprehensive earnings (losses) of equity affiliates
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
Other comprehensive earnings (loss)
|
75
|
|
|
36
|
|
|
(39
|
)
|
|
(1
|
)
|
|
Comprehensive earnings (loss)
|
206
|
|
|
10
|
|
|
295
|
|
|
327
|
|
|
Less comprehensive earnings (loss) attributable to the noncontrolling interests
|
22
|
|
|
18
|
|
|
57
|
|
|
41
|
|
|
Comprehensive earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
184
|
|
|
(8
|
)
|
|
238
|
|
|
286
|
|
Comprehensive earnings (loss) attributable to Liberty Interactive Corporation shareholders:
|
|
|
|
|
|
|
|
|||||
Liberty Interactive Corporation common stock
|
NA
|
|
|
(17
|
)
|
|
NA
|
|
|
277
|
|
|
Liberty Interactive common stock
|
$
|
145
|
|
|
57
|
|
|
256
|
|
|
57
|
|
Liberty Ventures common stock
|
39
|
|
|
(48
|
)
|
|
(18
|
)
|
|
(48
|
)
|
|
|
$
|
184
|
|
|
(8
|
)
|
|
238
|
|
|
286
|
|
|
Nine months ended
September 30, |
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Cash flows from operating activities:
|
|
|
|
|||
Net earnings (loss)
|
$
|
334
|
|
|
328
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|||
Depreciation and amortization
|
702
|
|
|
437
|
|
|
Stock-based compensation
|
124
|
|
|
53
|
|
|
Cash payments for stock-based compensation
|
(8
|
)
|
|
(9
|
)
|
|
Share of (earnings) losses of affiliates, net
|
(25
|
)
|
|
(89
|
)
|
|
Cash receipts from returns on equity investments
|
25
|
|
|
21
|
|
|
Realized and unrealized (gains) losses on financial instruments, net
|
49
|
|
|
338
|
|
|
(Gains) losses on transactions, net
|
2
|
|
|
(288
|
)
|
|
Impairment of intangible assets
|
19
|
|
|
39
|
|
|
Deferred income tax expense (benefit)
|
(271
|
)
|
|
(34
|
)
|
|
Other, net
|
72
|
|
|
(22
|
)
|
|
Changes in operating assets and liabilities
|
|
|
|
|||
Current and other assets
|
15
|
|
|
162
|
|
|
Payables and other liabilities
|
(287
|
)
|
|
8
|
|
|
Net cash provided (used) by operating activities
|
751
|
|
|
944
|
|
|
Cash flows from investing activities:
|
|
|
|
|||
Cash proceeds from dispositions of investments
|
1,136
|
|
|
348
|
|
|
Investments in and loans to cost and equity investees
|
(371
|
)
|
|
(192
|
)
|
|
Capital expended for property and equipment
|
(217
|
)
|
|
(237
|
)
|
|
Purchases of short term and other marketable securities
|
(1,388
|
)
|
|
—
|
|
|
Sales of short term and other marketable securities
|
725
|
|
|
46
|
|
|
Other investing activities, net
|
(53
|
)
|
|
(40
|
)
|
|
Net cash provided (used) by investing activities
|
(168
|
)
|
|
(75
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|||
Borrowings of debt
|
3,718
|
|
|
2,043
|
|
|
Repayments of debt
|
(5,052
|
)
|
|
(1,238
|
)
|
|
Shares repurchased by subsidiary
|
(142
|
)
|
|
—
|
|
|
Shares issued by subsidiary
|
24
|
|
|
—
|
|
|
Repurchases of Liberty Interactive common stock
|
(750
|
)
|
|
(690
|
)
|
|
Other financing activities, net
|
(39
|
)
|
|
(30
|
)
|
|
Net cash provided (used) by financing activities
|
(2,241
|
)
|
|
85
|
|
|
Effect of foreign currency exchange rates on cash
|
(21
|
)
|
|
(8
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(1,679
|
)
|
|
946
|
|
|
Cash and cash equivalents at beginning of period
|
2,660
|
|
|
847
|
|
|
Cash and cash equivalents at end of period
|
$
|
981
|
|
|
1,793
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
Liberty
Interactive
|
|
Liberty
Ventures
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
Accumulated other comprehensive earnings
|
|
|
|
Noncontrolling interest in equity of subsidiaries
|
|
|
|||||||||||||||||
|
Preferred Stock
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Additional paid-in capital
|
|
|
Retained Earnings
|
|
|
Total equity
|
|||||||||||||
|
amounts in millions
|
|||||||||||||||||||||||||||||
Balance at January 1, 2013
|
$
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,225
|
|
|
148
|
|
|
5,184
|
|
|
4,489
|
|
|
12,051
|
|
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|
74
|
|
|
334
|
|
|
Other comprehensive earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(17
|
)
|
|
(39
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
103
|
|
|
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
Series A Liberty Interactive stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(750
|
)
|
|
Shares repurchased by subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
(142
|
)
|
|
Shares issued by subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
31
|
|
|
24
|
|
|
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|
Balance at September 30, 2013
|
$
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,478
|
|
|
126
|
|
|
5,444
|
|
|
4,506
|
|
|
11,559
|
|
(1)
|
Basis of Presentation
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
(amounts in millions)
|
||||||||||||
Operating expense
|
$
|
7
|
|
|
—
|
|
|
20
|
|
—
|
|
—
|
|
Selling, general and administrative expense
|
31
|
|
|
18
|
|
|
104
|
|
|
53
|
|
||
|
$
|
38
|
|
|
18
|
|
|
124
|
|
|
53
|
|
|
Liberty Interactive
|
||||||||||||
|
Series A (000's)
|
|
WAEP
|
|
Series B (000's)
|
|
WAEP
|
||||||
Outstanding at January 1, 2013
|
33,839
|
|
|
$
|
16.92
|
|
|
432
|
|
|
$
|
17.92
|
|
Granted
|
4,188
|
|
|
$
|
21.08
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(3,836
|
)
|
|
$
|
12.84
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited/Cancelled
|
(544
|
)
|
|
$
|
15.00
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at September 30, 2013
|
33,647
|
|
|
$
|
17.93
|
|
|
432
|
|
|
$
|
17.92
|
|
Exercisable at September 30, 2013
|
14,055
|
|
|
$
|
16.17
|
|
|
432
|
|
|
$
|
17.92
|
|
|
Liberty Ventures
|
||||||||||||
|
Series A (000's)
|
|
WAEP
|
|
Series B (000's)
|
|
WAEP
|
||||||
Outstanding at January 1, 2013
|
1,155
|
|
|
$
|
56.26
|
|
|
22
|
|
|
$
|
46.69
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(98
|
)
|
|
$
|
48.81
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited/Cancelled
|
(1
|
)
|
|
$
|
43.48
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at September 30, 2013
|
1,056
|
|
|
$
|
56.96
|
|
|
22
|
|
|
$
|
46.69
|
|
Exercisable at September 30, 2013
|
444
|
|
|
$
|
54.82
|
|
|
22
|
|
|
$
|
46.69
|
|
|
No. of
outstanding
Awards (000's)
|
|
WAEP of
outstanding
Awards
|
|
Weighted
average
remaining
life
|
|
Aggregate
intrinsic
value
(000's)
|
|
No. of
exercisable
Awards
(000's)
|
|
WAEP of
exercisable
Awards
|
|
Weighted
average
remaining
life
|
|
Aggregate
intrinsic
value
(000's)
|
||||||||||
Series A Liberty Interactive
|
33,647
|
|
|
$
|
17.93
|
|
|
5.1 years
|
|
$
|
186,764
|
|
|
14,055
|
|
|
$
|
16.17
|
|
|
4.1 years
|
|
$
|
102,874
|
|
Series B Liberty Interactive
|
432
|
|
|
$
|
17.92
|
|
|
1.7 years
|
|
$
|
2,523
|
|
|
432
|
|
|
$
|
17.92
|
|
|
1.7 years
|
|
$
|
2,523
|
|
Series A Liberty Ventures
|
1,056
|
|
|
$
|
56.96
|
|
|
5.0 years
|
|
$
|
32,988
|
|
|
444
|
|
|
$
|
54.82
|
|
|
4.2 years
|
|
$
|
14,835
|
|
Series B Liberty Ventures
|
22
|
|
|
$
|
46.69
|
|
|
1.7 years
|
|
$
|
931
|
|
|
22
|
|
|
$
|
46.69
|
|
|
1.7 years
|
|
$
|
931
|
|
(4)
|
Earnings (Loss) Per Common Share
|
|
Liberty Interactive Corporation Common Stock
|
||||
|
July 1, 2012 through August 9, 2012
|
|
January 1, 2012 through August 9, 2012
|
||
|
number of shares in millions
|
||||
Basic EPS
|
542
|
|
|
559
|
|
Potentially dilutive shares
|
10
|
|
|
9
|
|
Diluted EPS
|
552
|
|
|
568
|
|
|
Liberty Interactive Common Stock
|
|||||||
|
Three months ended
September 30, 2013 |
|
Nine months ended
September 30, 2013 |
|
August 9, 2012 through September 30, 2012
|
|||
|
number of shares in millions
|
|||||||
Basic EPS
|
513
|
|
|
524
|
|
|
542
|
|
Potentially dilutive shares
|
10
|
|
|
8
|
|
|
10
|
|
Diluted EPS
|
523
|
|
|
532
|
|
|
552
|
|
|
Liberty Ventures Common Stock
|
||||||
|
Three months ended
September 30, 2013 |
|
Nine months ended
September 30, 2013 |
|
August 9, 2012 through September 30, 2012
|
||
|
number of shares in millions
|
||||||
Basic EPS
|
36
|
|
|
36
|
|
|
29
|
Potentially dilutive shares
|
1
|
|
|
1
|
|
|
1
|
Diluted EPS
|
37
|
|
|
37
|
|
|
30
|
|
|
|
Fair Value Measurements at September 30, 2013
|
|||||||||
Description
|
Total
|
|
Quoted prices
in active markets
for identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|||||
|
|
|
amounts in millions
|
|||||||||
Cash equivalents
|
$
|
600
|
|
|
600
|
|
|
—
|
|
|
—
|
|
Short term marketable securities
|
$
|
552
|
|
|
—
|
|
|
552
|
|
|
—
|
|
Available-for-sale securities
|
$
|
1,339
|
|
|
899
|
|
|
440
|
|
|
—
|
|
Debt
|
$
|
2,236
|
|
|
—
|
|
|
2,236
|
|
|
—
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Fair Value Option Securities
|
$
|
31
|
|
|
237
|
|
|
367
|
|
|
418
|
|
Exchangeable senior debentures
|
(15
|
)
|
|
(293
|
)
|
|
(431
|
)
|
|
(510
|
)
|
|
Other derivatives (a)
|
(1
|
)
|
|
(104
|
)
|
|
15
|
|
|
(246
|
)
|
|
|
$
|
15
|
|
|
(160
|
)
|
|
(49
|
)
|
|
(338
|
)
|
(a)
|
In the first quarter of 2012, we entered into a forward contract to sell
12 million
Expedia, Inc. shares at approximately
$34
per share. The derivative contract was in a liability position in the prior year as the stock price of Expedia, Inc. shares had increased since the inception of the derivative contract and resulted in a recognition of unrealized losses on the contract in the prior year. The contract was settled during the fourth quarter of 2012.
|
|
September 30,
2013 |
|
December 31, 2012
|
|||
|
amounts in millions
|
|||||
Interactive Group
|
|
|
|
|||
Other cost investments
|
$
|
4
|
|
|
4
|
|
Total attributed Interactive Group
|
4
|
|
|
4
|
|
|
Ventures Group
|
|
|
|
|||
Time Warner Inc. (1)
|
289
|
|
|
1,042
|
|
|
Time Warner Cable Inc.
|
610
|
|
|
531
|
|
|
AOL Inc. (1)
|
—
|
|
|
59
|
|
|
TripAdvisor AFS securities
|
164
|
|
|
99
|
|
|
Other AFS investments
|
276
|
|
|
84
|
|
|
Total attributed Ventures Group
|
1,339
|
|
|
1,815
|
|
|
Consolidated Liberty
|
$
|
1,343
|
|
|
1,819
|
|
(7)
|
Investments in Affiliates Accounted for Using the Equity Method
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||
|
Percentage
ownership
|
|
Fair value (Level 1)
|
|
Carrying
amount
|
|
Carrying
amount
|
||||||
|
|
|
dollars in millions
|
||||||||||
Interactive Group
|
|
|
|
|
|
|
|
||||||
HSN, Inc.
|
38
|
%
|
|
$
|
1,073
|
|
|
$
|
283
|
|
|
242
|
|
Other
|
various
|
|
|
NA
|
|
|
52
|
|
|
62
|
|
||
Total Interactive Group
|
|
|
|
|
335
|
|
|
304
|
|
||||
Ventures Group
|
|
|
|
|
|
|
|
||||||
Expedia, Inc. (1)
|
17
|
%
|
|
1,196
|
|
|
465
|
|
|
431
|
|
||
Other (2)
|
various
|
|
|
NA
|
|
|
425
|
|
|
116
|
|
||
Total Ventures Group
|
|
|
|
|
890
|
|
|
547
|
|
||||
Consolidated Liberty
|
|
|
|
|
|
|
$
|
1,225
|
|
|
851
|
|
(1)
|
Liberty's
22%
owned consolidated subsidiary TripAdvisor, Inc. earned revenue of approximately
$56 million
and
$171 million
for the
three and nine months ended September 30, 2013
,
|
(2)
|
Liberty invested
$300 million
in a solar energy plant on September 30, 2013. Liberty expects to receive a portion of the initial investment back within a year as the entity expects to receive grant proceeds and other favorable tax attributes once the solar plant is operational. Similar to some of Liberty's other alternative energy investments, the Company expects to record the Company's share of losses of the solar plant initially but expects to record the impacts of favorable tax attributes (primarily accelerated depreciation) as a current tax benefit with an offsetting deferred tax expense in the tax expense (benefit) line item in the Statement of Operations.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Interactive Group
|
|
|
|
|
|
|
|
|||||
HSN, Inc.
|
$
|
15
|
|
|
10
|
|
|
46
|
|
|
34
|
|
Other
|
(2
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
Total Interactive Group
|
13
|
|
|
6
|
|
|
33
|
|
|
26
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|||||
Expedia, Inc.
|
27
|
|
|
41
|
|
|
17
|
|
|
65
|
|
|
TripAdvisor, Inc. (1)
|
NA
|
|
|
10
|
|
|
NA
|
|
|
33
|
|
|
Other
|
(11
|
)
|
|
(14
|
)
|
|
(25
|
)
|
|
(35
|
)
|
|
Total Ventures Group
|
16
|
|
|
37
|
|
|
(8
|
)
|
|
63
|
|
|
Consolidated Liberty
|
$
|
29
|
|
|
43
|
|
|
25
|
|
|
89
|
|
(1)
|
On December 11, 2012, we acquired approximately
4.8 million
additional shares of common stock of TripAdvisor (an additional
4%
equity ownership interest), for
$300 million
, and obtained voting control of TripAdvisor. Following the date of this transaction, TripAdvisor is accounted for as a consolidated subsidiary. See note 1 for additional details of this transaction.
|
|
QVC
|
|
E-commerce
|
|
TripAdvisor
|
|
Total
|
|||||
|
amounts in millions
|
|||||||||||
Balance at January 1, 2013
|
$
|
5,349
|
|
|
558
|
|
|
3,649
|
|
|
9,556
|
|
Foreign currency translation adjustments
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
Acquisitions (1)
|
—
|
|
|
(10
|
)
|
|
36
|
|
|
26
|
|
|
Balance at September 30, 2013
|
$
|
5,320
|
|
|
548
|
|
|
3,685
|
|
|
9,553
|
|
(1)
|
The
$36 million
increase to TripAdvisor goodwill during the period is primarily attributable to certain acquisitions made by TripAdvisor during the nine months ended September 30, 2013 and to a lesser extent
|
|
|
Outstanding principal at September 30, 2013
|
|
Carrying value
|
|||||||
|
|
September 30, 2013
|
|
December 31, 2012
|
|||||||
|
|
amounts in millions
|
|||||||||
Interactive Group
|
|
|
|
|
|
||||||
|
5.7% Senior Notes due May 2013
|
$
|
—
|
|
|
—
|
|
|
240
|
|
|
|
8.5% Senior Debentures due 2029
|
287
|
|
|
285
|
|
|
285
|
|
||
|
8.25% Senior Debentures due 2030
|
505
|
|
|
501
|
|
|
501
|
|
||
|
1% Exchangeable Senior Debentures due 2043
|
400
|
|
|
413
|
|
|
—
|
|
||
|
QVC 7.125% Senior Secured Notes due 2017
|
—
|
|
|
—
|
|
|
500
|
|
||
|
QVC 7.5% Senior Secured Notes due 2019
|
769
|
|
|
760
|
|
|
988
|
|
||
|
QVC 7.375% Senior Secured Notes due 2020
|
500
|
|
|
500
|
|
|
500
|
|
||
|
QVC 5.125% Senior Secured Notes due 2022
|
500
|
|
|
500
|
|
|
500
|
|
||
|
QVC 4.375% Senior Secured Notes due 2023
|
750
|
|
|
750
|
|
|
—
|
|
||
|
QVC 5.95% Senior Secured Notes due 2043
|
300
|
|
|
300
|
|
|
—
|
|
||
|
QVC Bank Credit Facilities
|
673
|
|
|
673
|
|
|
903
|
|
||
|
Other subsidiary debt
|
153
|
|
|
153
|
|
|
125
|
|
||
Total Interactive Group
|
4,837
|
|
|
4,835
|
|
|
4,542
|
|
|||
Ventures Group
|
|
|
|
|
|
||||||
|
3.125% Exchangeable Senior Debentures due 2023
|
—
|
|
|
—
|
|
|
1,639
|
|
||
|
4% Exchangeable Senior Debentures due 2029
|
439
|
|
|
277
|
|
|
311
|
|
||
|
3.75% Exchangeable Senior Debentures due 2030
|
439
|
|
|
276
|
|
|
297
|
|
||
|
3.5% Exchangeable Senior Debentures due 2031
|
363
|
|
|
308
|
|
|
292
|
|
||
|
3.25% Exchangeable Senior Debentures due 2031
|
—
|
|
|
—
|
|
|
391
|
|
||
|
0.75% Exchangeable Senior Debentures due 2043
|
850
|
|
|
962
|
|
|
—
|
|
||
|
TripAdvisor Debt Facilities
|
376
|
|
|
376
|
|
|
412
|
|
||
Total Ventures Group debt
|
2,467
|
|
|
2,199
|
|
|
3,342
|
|
|||
|
|
|
|
|
|
||||||
|
Total consolidated Liberty debt
|
$
|
7,304
|
|
|
7,034
|
|
|
7,884
|
|
|
|
Less current classification
|
|
|
|
(1,366
|
)
|
|
(1,638
|
)
|
||
|
Total long-term debt
|
|
|
$
|
5,668
|
|
|
6,246
|
|
Senior debentures
|
$
|
837
|
|
QVC senior secured notes
|
$
|
2,828
|
|
•
|
QVC - consolidated subsidiary that markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs and via the Internet through its domestic and international websites and mobile applications.
|
•
|
TripAdvisor, Inc. - a consolidated subsidiary that is an online travel research company that empowers users to plan and maximize their travel experience.
|
•
|
E-commerce - the aggregation of certain consolidated subsidiaries that market and sell a wide variety of consumer products via the Internet. Categories of consumer products include perishable and personal gift offerings (Provide Commerce, Inc.), active lifestyle gear and clothing (Backcountry.com, Inc.), fitness and health goods (Bodybuilding.com, LLC), celebration offerings from invitations to costumes (Celebrate Interactive Holdings LLC) and a drop-ship solutions company (CommerceHub).
|
|
Nine months ended September 30,
|
|||||||||||
|
2013
|
|
2012
|
|||||||||
|
Revenue
|
|
Adjusted
OIBDA
|
|
Revenue
|
|
Adjusted
OIBDA
|
|||||
|
amounts in millions
|
|||||||||||
Interactive Group
|
|
|
|
|
|
|
|
|||||
QVC
|
$
|
5,882
|
|
|
1,246
|
|
|
5,824
|
|
|
1,225
|
|
E-commerce
|
1,197
|
|
|
60
|
|
|
1,051
|
|
|
61
|
|
|
Corporate and other
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(16
|
)
|
|
Total Interactive Group
|
7,079
|
|
|
1,288
|
|
|
6,875
|
|
|
1,270
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|||||
TripAdvisor, Inc.
|
732
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
Corporate and other
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(4
|
)
|
|
Total Ventures Group
|
732
|
|
|
317
|
|
|
—
|
|
|
(4
|
)
|
|
Consolidated Liberty
|
$
|
7,811
|
|
|
1,605
|
|
|
6,875
|
|
|
1,266
|
|
|
Three months ended September 30,
|
|||||||||||
|
2013
|
|
2012
|
|||||||||
|
Revenue
|
|
Adjusted
OIBDA
|
|
Revenue
|
|
Adjusted
OIBDA
|
|||||
|
amounts in millions
|
|||||||||||
Interactive Group
|
|
|
|
|
|
|
|
|||||
QVC
|
$
|
1,947
|
|
|
408
|
|
|
1,918
|
|
|
397
|
|
E-commerce
|
298
|
|
|
(5
|
)
|
|
278
|
|
|
4
|
|
|
Corporate and other
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(5
|
)
|
|
Total Interactive Group
|
2,245
|
|
|
396
|
|
|
2,196
|
|
|
396
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|||||
TripAdvisor, Inc.
|
255
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
Corporate and other
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
Total Ventures Group
|
255
|
|
|
101
|
|
|
—
|
|
|
(3
|
)
|
|
Consolidated Liberty
|
$
|
2,500
|
|
|
497
|
|
|
2,196
|
|
|
393
|
|
|
September 30, 2013
|
||||||||
|
Total
assets
|
|
Investments
in
affiliates
|
|
Capital
expenditures
|
||||
|
amounts in millions
|
||||||||
Interactive Group
|
|
|
|
|
|
||||
QVC
|
$
|
12,811
|
|
|
52
|
|
|
122
|
|
E-commerce
|
1,229
|
|
|
—
|
|
|
56
|
|
|
Corporate and other
|
444
|
|
|
283
|
|
|
—
|
|
|
Total Interactive Group
|
14,484
|
|
|
335
|
|
|
178
|
|
|
Ventures Group
|
|
|
|
|
|
||||
TripAdvisor
|
7,325
|
|
|
—
|
|
|
39
|
|
|
Corporate and other
|
2,716
|
|
|
890
|
|
|
—
|
|
|
Total Ventures Group
|
10,041
|
|
|
890
|
|
|
39
|
|
|
Inter-group eliminations
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
Consolidated Liberty
|
$
|
24,370
|
|
|
1,225
|
|
|
217
|
|
|
Three months ended
September 30, 2013 |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Consolidated segment Adjusted OIBDA
|
$
|
497
|
|
|
393
|
|
|
1,605
|
|
|
1,266
|
|
Stock-based compensation
|
(38
|
)
|
|
(18
|
)
|
|
(124
|
)
|
|
(53
|
)
|
|
Impairment of intangible assets
|
(19
|
)
|
|
(39
|
)
|
|
(19
|
)
|
|
(39
|
)
|
|
Depreciation and amortization
|
(235
|
)
|
|
(147
|
)
|
|
(702
|
)
|
|
(437
|
)
|
|
Interest expense
|
(87
|
)
|
|
(111
|
)
|
|
(288
|
)
|
|
(324
|
)
|
|
Share of earnings (loss) of affiliates, net
|
29
|
|
|
43
|
|
|
25
|
|
|
89
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
15
|
|
|
(160
|
)
|
|
(49
|
)
|
|
(338
|
)
|
|
Gains (losses) on dispositions, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
288
|
|
|
Other, net
|
3
|
|
|
(2
|
)
|
|
(50
|
)
|
|
31
|
|
|
Earnings (loss) before income taxes
|
$
|
165
|
|
|
(41
|
)
|
|
396
|
|
|
483
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
customer demand for our products and services and our ability to adapt to changes in demand;
|
•
|
competitor responses to our products and services;
|
•
|
the levels of online traffic to our businesses' websites and our ability to convert visitors into customers or contributors;
|
•
|
uncertainties inherent in the development and integration of new business lines and business strategies;
|
•
|
our future financial performance, including availability, terms and deployment of capital;
|
•
|
our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;
|
•
|
the ability of suppliers and vendors to deliver products, equipment, software and services;
|
•
|
the outcome of any pending or threatened litigation;
|
•
|
availability of qualified personnel;
|
•
|
changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and adverse outcomes from regulatory proceedings;
|
•
|
changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors;
|
•
|
general economic and business conditions and industry trends;
|
•
|
consumer spending levels, including the availability and amount of individual consumer debt;
|
•
|
advertising spending levels;
|
•
|
changes in distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on demand and IP television and their impact on home shopping programs;
|
•
|
increased digital TV penetration and the impact on channel positioning of our networks;
|
•
|
rapid technological changes;
|
•
|
if we fail to protect the security of personal information about our customers we could be subject to costly government enforcement actions or private litigation and our reputation could suffer;
|
•
|
the regulatory and competitive environment of the industries in which we operate;
|
•
|
threatened terrorist attacks and ongoing military action in the Middle East and other parts of the world; and
|
•
|
fluctuations in foreign currency exchange rates and political unrest in international markets.
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||
Interactive Group
|
|
|
|
|
|
|
|
|||||
QVC
|
$
|
1,947
|
|
|
1,918
|
|
|
5,882
|
|
|
5,824
|
|
E-commerce
|
298
|
|
|
278
|
|
|
1,197
|
|
|
1,051
|
|
|
Total Interactive Group
|
2,245
|
|
|
2,196
|
|
|
7,079
|
|
|
6,875
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|||||
TripAdvisor
|
255
|
|
|
—
|
|
|
732
|
|
|
—
|
|
|
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total Ventures Group
|
255
|
|
|
—
|
|
|
732
|
|
|
—
|
|
|
Consolidated Liberty
|
$
|
2,500
|
|
|
2,196
|
|
|
7,811
|
|
|
6,875
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted OIBDA
|
|
|
|
|
|
|
|
|||||
Interactive Group
|
|
|
|
|
|
|
|
|||||
QVC
|
$
|
408
|
|
|
397
|
|
|
1,246
|
|
|
1,225
|
|
E-commerce
|
(5
|
)
|
|
4
|
|
|
60
|
|
|
61
|
|
|
Corporate and other
|
(7
|
)
|
|
(5
|
)
|
|
(18
|
)
|
|
(16
|
)
|
|
Total Interactive Group
|
396
|
|
|
396
|
|
|
1,288
|
|
|
1,270
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|||||
TripAdvisor
|
104
|
|
|
—
|
|
|
326
|
|
|
—
|
|
|
Corporate and other
|
(3
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|
Total Ventures Group
|
101
|
|
|
(3
|
)
|
|
317
|
|
|
(4
|
)
|
|
Consolidated Liberty
|
$
|
497
|
|
|
393
|
|
|
1,605
|
|
|
1,266
|
|
|
|
|
|
|
|
|
|
|||||
Operating Income (Loss)
|
|
|
|
|
|
|
|
|||||
Interactive Group
|
|
|
|
|
|
|
|
|||||
QVC
|
$
|
259
|
|
|
260
|
|
|
804
|
|
|
819
|
|
E-commerce
|
(46
|
)
|
|
(56
|
)
|
|
(29
|
)
|
|
(42
|
)
|
|
Corporate and other
|
(14
|
)
|
|
(11
|
)
|
|
(48
|
)
|
|
(35
|
)
|
|
Total Interactive Group
|
199
|
|
|
193
|
|
|
727
|
|
|
742
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|||||
TripAdvisor
|
11
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
Corporate and other
|
(5
|
)
|
|
(4
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|
Total Ventures Group
|
6
|
|
|
(4
|
)
|
|
33
|
|
|
(5
|
)
|
|
Consolidated Liberty
|
$
|
205
|
|
|
189
|
|
|
760
|
|
|
737
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|||||
Interactive Group
|
$
|
(70
|
)
|
|
(84
|
)
|
|
(224
|
)
|
|
(241
|
)
|
Ventures Group
|
(17
|
)
|
|
(27
|
)
|
|
(64
|
)
|
|
(83
|
)
|
|
Consolidated Liberty
|
$
|
(87
|
)
|
|
(111
|
)
|
|
(288
|
)
|
|
(324
|
)
|
|
|
|
|
|
|
|
|
|||||
Share of earnings (losses) of affiliates
|
|
|
|
|
|
|
|
|||||
Interactive Group
|
$
|
13
|
|
|
6
|
|
|
33
|
|
|
26
|
|
Ventures Group
|
16
|
|
|
37
|
|
|
(8
|
)
|
|
63
|
|
|
Consolidated Liberty
|
$
|
29
|
|
|
43
|
|
|
25
|
|
|
89
|
|
|
|
|
|
|
|
|
|
|||||
Realized and unrealized gains (losses) on financial instruments, net
|
|
|
|
|
|
|
|
|||||
Interactive Group
|
$
|
(18
|
)
|
|
14
|
|
|
(1
|
)
|
|
39
|
|
Ventures Group
|
33
|
|
|
(174
|
)
|
|
(48
|
)
|
|
(377
|
)
|
|
Consolidated Liberty
|
$
|
15
|
|
|
(160
|
)
|
|
(49
|
)
|
|
(338
|
)
|
|
|
|
|
|
|
|
|
|||||
Gains (losses) on transactions, net
|
|
|
|
|
|
|
|
|||||
Interactive Group
|
$
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Ventures Group
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
288
|
|
|
Consolidated Liberty
|
$
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
288
|
|
|
|
|
|
|
|
|
|
|||||
Other, net
|
|
|
|
|
|
|
|
|||||
Interactive Group
|
$
|
(1
|
)
|
|
—
|
|
|
(55
|
)
|
|
(4
|
)
|
Ventures Group
|
4
|
|
|
(2
|
)
|
|
5
|
|
|
35
|
|
|
Consolidated Liberty
|
$
|
3
|
|
|
(2
|
)
|
|
(50
|
)
|
|
31
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated Liberty other income (expense)
|
$
|
(40
|
)
|
|
(230
|
)
|
|
(364
|
)
|
|
(254
|
)
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Interactive Group
|
|
|
|
|
|
|
|
|||||
HSN, Inc.
|
$
|
15
|
|
|
10
|
|
|
46
|
|
|
34
|
|
Other
|
(2
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
Total Interactive Group
|
13
|
|
|
6
|
|
|
33
|
|
|
26
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|||||
Expedia, Inc.
|
27
|
|
|
41
|
|
|
17
|
|
|
65
|
|
|
TripAdvisor, Inc.
|
NA
|
|
|
10
|
|
|
NA
|
|
|
33
|
|
|
Other
|
(11
|
)
|
|
(14
|
)
|
|
(25
|
)
|
|
(35
|
)
|
|
Total Ventures Group
|
16
|
|
|
37
|
|
|
(8
|
)
|
|
63
|
|
|
Consolidated Liberty
|
$
|
29
|
|
|
43
|
|
|
25
|
|
|
89
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Fair Value Option Securities
|
$
|
31
|
|
|
237
|
|
|
367
|
|
|
418
|
|
Exchangeable senior debentures
|
(15
|
)
|
|
(293
|
)
|
|
(431
|
)
|
|
(510
|
)
|
|
Other derivatives
|
(1
|
)
|
|
(104
|
)
|
|
15
|
|
|
(246
|
)
|
|
|
$
|
15
|
|
|
(160
|
)
|
|
(49
|
)
|
|
(338
|
)
|
|
|
Cash and Cash Equivalents
|
|
Marketable securities
|
|
Fair Value Option AFS Securities
|
||||
|
|
amounts in millions
|
||||||||
QVC
|
$
|
369
|
|
|
—
|
|
|
—
|
|
|
E-commerce
|
69
|
|
|
—
|
|
|
—
|
|
||
Corporate and other
|
17
|
|
|
—
|
|
|
—
|
|
||
|
Total Interactive Group
|
455
|
|
|
—
|
|
|
—
|
|
|
TripAdvisor
|
276
|
|
|
156
|
|
|
164
|
|
||
Corporate and other
|
250
|
|
|
396
|
|
|
1,175
|
|
||
|
Total Ventures Group
|
526
|
|
|
552
|
|
|
1,339
|
|
|
|
Total Liberty
|
$
|
981
|
|
|
552
|
|
|
1,339
|
|
|
|
Nine months ended
September 30, |
|||||
|
|
2013
|
|
2012
|
|||
Cash Flow Information
|
amounts in millions
|
||||||
|
Net cash provided (used) by operating activities
|
$
|
751
|
|
|
944
|
|
|
Net cash provided (used) by investing activities
|
$
|
(168
|
)
|
|
(75
|
)
|
|
Net cash provided (used) by financing activities
|
$
|
(2,241
|
)
|
|
85
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
amounts in millions
|
||||||||||||
Net revenue
|
$
|
1,947
|
|
|
1,918
|
|
|
5,882
|
|
|
5,824
|
|
|
Costs of goods sold
|
1,222
|
|
|
1,216
|
|
|
3,701
|
|
|
3,680
|
|
||
Gross profit
|
725
|
|
|
702
|
|
|
2,181
|
|
|
2,144
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Operating
|
176
|
|
|
171
|
|
|
520
|
|
|
522
|
|
||
SG&A expenses (excluding stock-based compensation)
|
141
|
|
|
134
|
|
|
415
|
|
|
397
|
|
||
Adjusted OIBDA
|
408
|
|
|
397
|
|
|
1,246
|
|
|
1,225
|
|
||
Stock-based compensation
|
10
|
|
|
8
|
|
|
29
|
|
|
21
|
|
||
Depreciation
|
26
|
|
|
28
|
|
|
89
|
|
|
92
|
|
||
Amortization of intangible assets
|
113
|
|
|
101
|
|
|
324
|
|
|
293
|
|
||
Operating income
|
$
|
259
|
|
|
260
|
|
|
804
|
|
|
819
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
QVC-U.S.
|
$
|
1,303
|
|
|
1,237
|
|
|
3,912
|
|
|
3,757
|
|
QVC-Japan
|
236
|
|
|
301
|
|
|
752
|
|
|
900
|
|
|
QVC-Germany
|
224
|
|
|
211
|
|
|
681
|
|
|
668
|
|
|
QVC-U.K.
|
156
|
|
|
149
|
|
|
449
|
|
|
445
|
|
|
QVC-Italy
|
28
|
|
|
20
|
|
|
88
|
|
|
54
|
|
|
Consolidated QVC
|
$
|
1,947
|
|
|
1,918
|
|
|
5,882
|
|
|
5,824
|
|
|
Three months ended
September 30, 2013 |
|
Nine months ended
September 30, 2013 |
||||||||
|
U.S. Dollars
|
|
Local currency
|
|
U.S. Dollars
|
|
Local currency
|
||||
QVC-U.S.
|
5.3
|
%
|
|
5.3
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
QVC-Japan
|
(21.6
|
)%
|
|
(1.4
|
)%
|
|
(16.4
|
)%
|
|
1.7
|
%
|
QVC-Germany
|
6.2
|
%
|
|
0.2
|
%
|
|
1.9
|
%
|
|
(0.7
|
)%
|
QVC-U.K.
|
4.7
|
%
|
|
6.9
|
%
|
|
0.9
|
%
|
|
3.3
|
%
|
QVC-Italy
|
40.0
|
%
|
|
26.9
|
%
|
|
63.0
|
%
|
|
55.0
|
%
|
|
Three months ended
September 30, 2013 |
|
Nine months ended
September 30, 2013 |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Affiliate agreements
|
$
|
38
|
|
|
37
|
|
|
113
|
|
|
113
|
|
Customer relationships
|
43
|
|
|
42
|
|
|
129
|
|
|
128
|
|
|
Acquisition related amortization
|
81
|
|
|
79
|
|
|
242
|
|
|
241
|
|
|
Property, plant and equipment
|
26
|
|
|
28
|
|
|
89
|
|
|
92
|
|
|
Software amortization
|
25
|
|
|
16
|
|
|
61
|
|
|
40
|
|
|
Channel placement amortization and related expenses
|
7
|
|
|
6
|
|
|
21
|
|
|
12
|
|
|
Total depreciation and amortization
|
$
|
139
|
|
|
129
|
|
|
413
|
|
|
385
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Revenue
|
$
|
255
|
|
|
213
|
|
|
732
|
|
|
594
|
|
Adjusted OIBDA
|
104
|
|
|
107
|
|
|
326
|
|
|
288
|
|
|
Operating income as reported by TripAdvisor
|
84
|
|
|
92
|
|
|
266
|
|
|
249
|
|
|
Adjustments for purchase accounting (1)
|
(73
|
)
|
|
NA
|
|
|
(218
|
)
|
|
NA
|
|
|
Operating income as reported by Liberty
|
$
|
11
|
|
|
NA
|
|
|
48
|
|
|
NA
|
|
(1)
|
Purchase accounting adjustments primarily relate to the amortization of certain customer relationships and other intangibles recognized at the acquisition date in December 2012.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
|
Variable rate debt
|
|
Fixed rate debt
|
||||||||||
|
Principal
amount
|
|
Weighted average
interest rate
|
|
Principal
amount
|
|
Weighted average
interest rate
|
||||||
|
dollar amounts in millions
|
||||||||||||
Liberty Interactive
|
|
|
|
|
|
|
|
||||||
QVC
|
$
|
673
|
|
|
2.0
|
%
|
|
$
|
2,899
|
|
|
6.0
|
%
|
Corporate and other
|
$
|
66
|
|
|
2.5
|
%
|
|
$
|
1,199
|
|
|
5.9
|
%
|
Liberty Ventures
|
|
|
|
|
|
|
|
||||||
TripAdvisor
|
$
|
376
|
|
|
2.7
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Corporate and other
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,091
|
|
|
2.5
|
%
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Series A Liberty Interactive Common Stock
|
||||||||||
Period
|
(a) Total Number
of Shares
Purchased
|
|
(b) Average
Price Paid per
Share
|
|
(c) Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs
|
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
|
||||
July 1 - 31, 2013
|
2,171,200
|
|
|
$
|
23.77
|
|
|
2,171,200
|
|
|
$709 million
|
August 1 - 31, 2013
|
3,571,100
|
|
|
$
|
23.20
|
|
|
3,571,100
|
|
|
$626 million
|
September 1 - 30, 2013
|
4,946,300
|
|
|
$
|
23.64
|
|
|
4,946,300
|
|
|
$509 million
|
Total
|
10,688,600
|
|
|
|
|
|
10,688,600
|
|
|
|
Item 6.
|
Exhibits
|
(a)
|
Exhibits
|
4.1
|
|
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
|
10.1
|
|
Amendment, effective August 5, 2013, to the Liberty Interactive Corporation 2002 Nonemployee Director Incentive Plan, as amended and restated effective November 7, 2011.*
|
10.2
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2011 Nonemployee Director Incentive Plan.*
|
10.3
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2000 Incentive Plan, as amended and restated effective November 7, 2011.*
|
10.4
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2007 Incentive Plan, as amended and restated effective November 7, 2011.*
|
10.5
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2010 Incentive Plan, as amended and restated effective November 7, 2011.*
|
10.6
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2012 Incentive Plan.*
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
32
|
|
Section 1350 Certification**
|
99.1
|
|
Unaudited Attributed Financial Information for Tracking Stock Groups
|
99.2
|
|
Reconciliation of Liberty Interactive Corporation Net Assets and Net Earnings to Liberty Interactive LLC Net Assets and Net Earnings**
|
101.INS
|
|
XBRL Instance Document**
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document**
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document**
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document**
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document**
|
101.DEF
|
|
XBRL Taxonomy Definition Document**
|
|
|
LIBERTY INTERACTIVE CORPORATION
|
|
Date: November 5, 2013
|
|
By:
|
/s/ GREGORY B. MAFFEI
|
|
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Date: November 5, 2013
|
|
By:
|
/s/ CHRISTOPHER W. SHEAN
|
|
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
4.1
|
|
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
|
10.1
|
|
Amendment, effective August 5, 2013, to the Liberty Interactive Corporation 2002 Nonemployee Director Incentive Plan, as amended and restated effective November 7, 2011.*
|
10.2
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2011 Nonemployee Director Incentive Plan.*
|
10.3
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2000 Incentive Plan, as amended and restated effective November 7, 2011.*
|
10.4
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2007 Incentive Plan, as amended and restated effective November 7, 2011.*
|
10.5
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2010 Incentive Plan, as amended and restated effective November 7, 2011.*
|
10.6
|
|
Amendment, effective as of August 5, 2013, to the Liberty Interactive Corporation 2012 Incentive Plan.*
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
32
|
|
Section 1350 Certification**
|
99.1
|
|
Unaudited Attributed Financial Information for Tracking Stock Groups
|
99.2
|
|
Reconciliation of Liberty Interactive Corporation Net Assets and Net Earnings to Liberty Interactive LLC Net Assets and Net Earnings**
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Definition Document**
|
|
|
/s/ GREGORY B. MAFFEI
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer
|
|
Date: November 5, 2013
|
|
/s/ GREGORY B. MAFFEI
|
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Date: November 5, 2013
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
September 30, 2013
|
|
December 31, 2012
|
|||
|
amounts in millions
|
|||||
Summary balance sheet data:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
455
|
|
|
699
|
|
Trade and other receivables, net
|
$
|
764
|
|
|
1,095
|
|
Inventory
|
$
|
1,328
|
|
|
1,106
|
|
Investments in affiliates, accounted for using the equity method
|
$
|
335
|
|
|
304
|
|
Total assets
|
$
|
14,484
|
|
|
15,115
|
|
Long-term debt
|
$
|
4,396
|
|
|
4,277
|
|
Deferred income tax liabilities
|
$
|
1,158
|
|
|
1,318
|
|
Net assets attributable to the Interactive Group shareholders
|
$
|
6,575
|
|
|
7,011
|
|
|
Three months ended
|
|
Nine months ended
|
|||||||||
|
September 30,
|
|
September 30,
|
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Summary operations data:
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
2,245
|
|
|
2,196
|
|
|
7,079
|
|
|
6,875
|
|
Cost of sales
|
(1,437
|
)
|
|
(1,407
|
)
|
|
(4,511
|
)
|
|
(4,361
|
)
|
|
Operating expenses
|
(206
|
)
|
|
(201
|
)
|
|
(621
|
)
|
|
(608
|
)
|
|
Selling, general and administrative expenses (1)
|
(228
|
)
|
|
(209
|
)
|
|
(734
|
)
|
|
(688
|
)
|
|
Impairment of intangible assets
|
(19
|
)
|
|
(39
|
)
|
|
(19
|
)
|
|
(39
|
)
|
|
Depreciation and amortization
|
(156
|
)
|
|
(147
|
)
|
|
(467
|
)
|
|
(437
|
)
|
|
Operating income (loss)
|
199
|
|
|
193
|
|
|
727
|
|
|
742
|
|
|
Interest expense
|
(70
|
)
|
|
(84
|
)
|
|
(224
|
)
|
|
(241
|
)
|
|
Share of earnings (losses) of affiliates, net
|
13
|
|
|
6
|
|
|
33
|
|
|
26
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(18
|
)
|
|
14
|
|
|
(1
|
)
|
|
39
|
|
|
Gains on disposition, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
Other income (expense), net
|
(1
|
)
|
|
—
|
|
|
(55
|
)
|
|
(4
|
)
|
|
Income tax benefit (expense)
|
(38
|
)
|
|
(65
|
)
|
|
(165
|
)
|
|
(226
|
)
|
|
Net earnings (loss)
|
85
|
|
|
64
|
|
|
314
|
|
|
336
|
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
8
|
|
|
15
|
|
|
33
|
|
|
44
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
77
|
|
|
49
|
|
|
281
|
|
|
292
|
|
(1)
|
Includes stock-based compensation of
$22 million
and
$17 million
for the three months ended
September 30, 2013
and
2012
, respectively, and
$75 million
and
$52 million
for the nine months ended September 30, 2013 and 2012, respectively.
|
|
September 30, 2013
|
|
December 31, 2012
|
|||
|
amounts in millions
|
|||||
Summary balance sheet data:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
526
|
|
|
1,961
|
|
Investments in available-for-sale securities and other cost investments
|
$
|
1,339
|
|
|
1,815
|
|
Investments in affiliates, accounted for using the equity method
|
$
|
890
|
|
|
547
|
|
Long-term debt, including current portion
|
$
|
2,199
|
|
|
3,342
|
|
Deferred income tax liabilities, including current portion
|
$
|
2,833
|
|
|
2,959
|
|
Net assets attributable to the Ventures Group shareholders
|
$
|
478
|
|
|
551
|
|
|
Three months ended
|
|
Nine months ended
|
|||||||||
|
September 30,
|
|
September 30,
|
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Summary operations data:
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
255
|
|
|
—
|
|
|
732
|
|
|
—
|
|
Operating expenses (1)
|
(40
|
)
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
Selling, general and administrative expenses (1)
|
(130
|
)
|
|
(4
|
)
|
|
(352
|
)
|
|
(5
|
)
|
|
Depreciation and amortization
|
(79
|
)
|
|
—
|
|
|
(235
|
)
|
|
—
|
|
|
Operating income (loss)
|
6
|
|
|
(4
|
)
|
|
33
|
|
|
(5
|
)
|
|
Interest expense
|
(17
|
)
|
|
(27
|
)
|
|
(64
|
)
|
|
(83
|
)
|
|
Share of earnings (losses) of affiliates, net
|
16
|
|
|
37
|
|
|
(8
|
)
|
|
63
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
33
|
|
|
(174
|
)
|
|
(48
|
)
|
|
(377
|
)
|
|
Gains (losses) on dispositions, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
288
|
|
|
Other, net
|
4
|
|
|
(2
|
)
|
|
5
|
|
|
35
|
|
|
Income tax benefit (expense)
|
4
|
|
|
80
|
|
|
103
|
|
|
71
|
|
|
Net earnings (loss)
|
46
|
|
|
(90
|
)
|
|
20
|
|
|
(8
|
)
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
10
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
36
|
|
|
(90
|
)
|
|
(21
|
)
|
|
(8
|
)
|
(1)
|
Included in the Ventures Group statements of operations are the following amounts of stock-based compensation:
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
|||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
|
amounts in millions
|
|||||||||||
Operating expenses
|
$
|
7
|
|
|
—
|
|
|
20
|
|
|
—
|
|
Selling, general and administrative expenses
|
9
|
|
|
1
|
|
|
29
|
|
|
1
|
|
|
|
$
|
16
|
|
|
1
|
|
|
49
|
|
|
1
|
|
|
Attributed (note 1)
|
|
|
|
|
|||||||
|
Interactive
Group
|
|
Ventures Group
|
|
Inter-group
eliminations
|
|
Consolidated
Liberty
|
|||||
|
amounts in millions
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
455
|
|
|
526
|
|
|
—
|
|
|
981
|
|
Trade and other receivables, net
|
764
|
|
|
190
|
|
|
—
|
|
|
954
|
|
|
Inventory, net
|
1,328
|
|
|
—
|
|
|
—
|
|
|
1,328
|
|
|
Short term marketable securities
|
—
|
|
|
552
|
|
|
—
|
|
|
552
|
|
|
Other current assets
|
288
|
|
|
19
|
|
|
(155
|
)
|
|
152
|
|
|
Total current assets
|
2,835
|
|
|
1,287
|
|
|
(155
|
)
|
|
3,967
|
|
|
Investments in available-for-sale securities and other cost investments (note 2)
|
4
|
|
|
1,339
|
|
|
|
|
|
1,343
|
|
|
Investments in affiliates, accounted for using the equity method (note 3)
|
335
|
|
|
890
|
|
|
—
|
|
|
1,225
|
|
|
Property and equipment, net
|
1,181
|
|
|
25
|
|
|
—
|
|
|
1,206
|
|
|
Intangible assets not subject to amortization, net
|
8,388
|
|
|
5,515
|
|
|
—
|
|
|
13,903
|
|
|
Intangible assets subject to amortization, net
|
1,656
|
|
|
968
|
|
|
—
|
|
|
2,624
|
|
|
Other assets, at cost, net of accumulated amortization
|
85
|
|
|
17
|
|
|
—
|
|
|
102
|
|
|
Total assets
|
$
|
14,484
|
|
|
10,041
|
|
|
(155
|
)
|
|
24,370
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|||||
Intergroup payable (receivable) (note 7)
|
$
|
78
|
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
Accounts payable
|
641
|
|
|
41
|
|
|
—
|
|
|
682
|
|
|
Accrued liabilities
|
681
|
|
|
113
|
|
|
—
|
|
|
794
|
|
|
Current portion of debt (note 4)
|
439
|
|
|
927
|
|
|
—
|
|
|
1,366
|
|
|
Deferred tax liabilities
|
—
|
|
|
1,097
|
|
|
(155
|
)
|
|
942
|
|
|
Other current liabilities
|
163
|
|
|
47
|
|
|
—
|
|
|
210
|
|
|
Total current liabilities
|
2,002
|
|
|
2,147
|
|
|
(155
|
)
|
|
3,994
|
|
|
Long-term debt (note 4)
|
4,396
|
|
|
1,272
|
|
|
—
|
|
|
5,668
|
|
|
Deferred income tax liabilities
|
1,158
|
|
|
1,736
|
|
|
—
|
|
|
2,894
|
|
|
Other liabilities
|
212
|
|
|
43
|
|
|
—
|
|
|
255
|
|
|
Total liabilities
|
7,768
|
|
|
5,198
|
|
|
(155
|
)
|
|
12,811
|
|
|
Equity/Attributed net assets (liabilities)
|
6,575
|
|
|
478
|
|
|
—
|
|
|
7,053
|
|
|
Noncontrolling interests in equity of subsidiaries
|
141
|
|
|
4,365
|
|
|
—
|
|
|
4,506
|
|
|
Total liabilities and equity
|
$
|
14,484
|
|
|
10,041
|
|
|
(155
|
)
|
|
24,370
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive Group
|
|
Ventures Group
|
|
Consolidated Liberty
|
||||
|
amounts in millions
|
||||||||
Revenue:
|
|
|
|
|
|
||||
Net retail sales
|
$
|
2,245
|
|
|
—
|
|
|
2,245
|
|
Other revenue
|
—
|
|
|
255
|
|
|
255
|
|
|
Total revenue
|
2,245
|
|
|
255
|
|
|
2,500
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||
Cost of sales
|
1,437
|
|
|
—
|
|
|
1,437
|
|
|
Operating, including stock-based compensation (note 5)
|
206
|
|
|
40
|
|
|
246
|
|
|
Selling, general and administrative, including stock-based compensation (note 5)
|
228
|
|
|
130
|
|
|
358
|
|
|
Impairment of intangible assets
|
19
|
|
|
—
|
|
|
19
|
|
|
Depreciation and amortization
|
156
|
|
|
79
|
|
|
235
|
|
|
|
2,046
|
|
|
249
|
|
|
2,295
|
|
|
Operating income (loss)
|
199
|
|
|
6
|
|
|
205
|
|
|
Other income (expense):
|
|
|
|
|
|
||||
Interest expense
|
(70
|
)
|
|
(17
|
)
|
|
(87
|
)
|
|
Share of earnings (losses) of affiliates, net (note 3)
|
13
|
|
|
16
|
|
|
29
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(18
|
)
|
|
33
|
|
|
15
|
|
|
Other, net
|
(1
|
)
|
|
4
|
|
|
3
|
|
|
|
(76
|
)
|
|
36
|
|
|
(40
|
)
|
|
Earnings (loss) before income taxes
|
123
|
|
|
42
|
|
|
165
|
|
|
Income tax benefit (expense)
|
(38
|
)
|
|
4
|
|
|
(34
|
)
|
|
Net earnings (loss)
|
85
|
|
|
46
|
|
|
131
|
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
8
|
|
|
10
|
|
|
18
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
77
|
|
|
36
|
|
|
113
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive Group
|
|
Ventures Group
|
|
Consolidated Liberty
|
||||
|
amounts in millions
|
||||||||
Revenue:
|
|
|
|
|
|
||||
Net retail sales
|
$
|
2,196
|
|
|
—
|
|
|
2,196
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||
Cost of sales
|
1,407
|
|
|
—
|
|
|
1,407
|
|
|
Operating
|
201
|
|
|
—
|
|
|
201
|
|
|
Selling, general and administrative, including stock-based compensation (note 5)
|
209
|
|
|
4
|
|
|
213
|
|
|
Impairment of intangible assets
|
39
|
|
|
—
|
|
|
39
|
|
|
Depreciation and amortization
|
147
|
|
|
—
|
|
|
147
|
|
|
|
2,003
|
|
|
4
|
|
|
2,007
|
|
|
Operating income (loss)
|
193
|
|
|
(4
|
)
|
|
189
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
||
Interest expense
|
(84
|
)
|
|
(27
|
)
|
|
(111
|
)
|
|
Share of earnings (losses) of affiliates, net (note 3)
|
6
|
|
|
37
|
|
|
43
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
14
|
|
|
(174
|
)
|
|
(160
|
)
|
|
Other, net
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
|
(64
|
)
|
|
(166
|
)
|
|
(230
|
)
|
|
Earnings (loss) from continuing operations before income taxes
|
129
|
|
|
(170
|
)
|
|
(41
|
)
|
|
Income tax benefit (expense)
|
(65
|
)
|
|
80
|
|
|
15
|
|
|
Net earnings (loss)
|
64
|
|
|
(90
|
)
|
|
(26
|
)
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
15
|
|
|
—
|
|
|
15
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
49
|
|
|
(90
|
)
|
|
(41
|
)
|
|
Attributed (note 1)
|
|
|
|||||||
|
Interactive Group
|
|
Ventures Group
|
|
Consolidated Liberty
|
|||||
|
amounts in millions
|
|||||||||
Revenue:
|
|
|
|
|
|
|||||
Net retail sales
|
$
|
7,079
|
|
|
—
|
|
|
7,079
|
|
|
Other revenue
|
—
|
|
|
732
|
|
|
732
|
|
||
Total revenue
|
7,079
|
|
|
732
|
|
|
7,811
|
|
||
Operating costs and expenses:
|
|
|
|
|
|
|||||
Cost of sales
|
4,511
|
|
|
—
|
|
|
4,511
|
|
||
Operating, including stock-based compensation (note 5)
|
621
|
|
|
112
|
|
|
733
|
|
||
Selling, general and administrative, including stock-based compensation (note 5)
|
734
|
|
|
352
|
|
|
1,086
|
|
||
Impairment of intangible assets
|
19
|
|
|
—
|
|
|
19
|
|
||
Depreciation and amortization
|
467
|
|
|
235
|
|
|
702
|
|
||
|
6,352
|
|
|
699
|
|
|
7,051
|
|
||
Operating income (loss)
|
727
|
|
|
33
|
|
|
760
|
|
||
Other income (expense):
|
|
|
|
|
|
|||||
Interest expense
|
(224
|
)
|
|
(64
|
)
|
|
(288
|
)
|
||
Share of earnings (losses) of affiliates, net (note 3)
|
33
|
|
|
(8
|
)
|
|
25
|
|
||
Realized and unrealized gains (losses) on financial instruments, net
|
(1
|
)
|
|
(48
|
)
|
|
(49
|
)
|
||
Gains (losses) on transactions, net
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||
Other, net
|
(55
|
)
|
|
5
|
|
|
(50
|
)
|
||
|
(248
|
)
|
|
(116
|
)
|
|
(364
|
)
|
||
Earnings (loss) before income taxes
|
479
|
|
|
(83
|
)
|
|
396
|
|
||
Income tax benefit (expense)
|
(165
|
)
|
|
103
|
|
|
(62
|
)
|
||
Net earnings (loss)
|
314
|
|
|
20
|
|
|
334
|
|
||
Less net earnings (loss) attributable to noncontrolling interests
|
33
|
|
|
41
|
|
|
74
|
|
||
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
281
|
|
|
$
|
(21
|
)
|
|
260
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive Group
|
|
Ventures Group
|
|
Consolidated Liberty
|
||||
|
amounts in millions
|
||||||||
Revenue:
|
|
|
|
|
|
||||
Net retail sales
|
$
|
6,875
|
|
|
—
|
|
|
6,875
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||
Cost of sales
|
4,361
|
|
|
—
|
|
|
4,361
|
|
|
Operating
|
608
|
|
|
—
|
|
|
608
|
|
|
Selling, general and administrative, including stock-based compensation (note 5)
|
688
|
|
|
5
|
|
|
693
|
|
|
Impairment of intangible assets
|
39
|
|
|
—
|
|
|
39
|
|
|
Depreciation and amortization
|
437
|
|
|
—
|
|
|
437
|
|
|
|
6,133
|
|
|
5
|
|
|
6,138
|
|
|
Operating income (loss)
|
742
|
|
|
(5
|
)
|
|
737
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
||
Interest expense
|
(241
|
)
|
|
(83
|
)
|
|
(324
|
)
|
|
Share of earnings (losses) of affiliates, net (note 3)
|
26
|
|
|
63
|
|
|
89
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
39
|
|
|
(377
|
)
|
|
(338
|
)
|
|
Gains (losses) on transactions, net
|
—
|
|
|
288
|
|
|
288
|
|
|
Other, net
|
(4
|
)
|
|
35
|
|
|
31
|
|
|
|
(180
|
)
|
|
(74
|
)
|
|
(254
|
)
|
|
Earnings (loss) from continuing operations before income taxes
|
562
|
|
|
(79
|
)
|
|
483
|
|
|
Income tax benefit (expense)
|
(226
|
)
|
|
71
|
|
|
(155
|
)
|
|
Net earnings (loss)
|
336
|
|
|
(8
|
)
|
|
328
|
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
44
|
|
|
—
|
|
|
44
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
292
|
|
|
(8
|
)
|
|
284
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive
Group
|
|
Ventures Group
|
|
Consolidated
Liberty
|
||||
|
amounts in millions
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net earnings (loss)
|
$
|
314
|
|
|
20
|
|
|
334
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
467
|
|
|
235
|
|
|
702
|
|
|
Stock-based compensation
|
75
|
|
|
49
|
|
|
124
|
|
|
Cash payments for stock based compensation
|
(6
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
Share of losses (earnings) of affiliates, net
|
(33
|
)
|
|
8
|
|
|
(25
|
)
|
|
Cash receipts from return on equity investments
|
11
|
|
|
14
|
|
|
25
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
1
|
|
|
48
|
|
|
49
|
|
|
(Gains) losses on disposition of assets, net
|
1
|
|
|
1
|
|
|
2
|
|
|
Impairment of intangible assets
|
19
|
|
|
—
|
|
|
19
|
|
|
Deferred income tax (benefit) expense
|
(143
|
)
|
|
(128
|
)
|
|
(271
|
)
|
|
Other, net
|
67
|
|
|
5
|
|
|
72
|
|
|
Intergroup tax allocation
|
49
|
|
|
(49
|
)
|
|
—
|
|
|
Intergroup tax payment
|
30
|
|
|
(30
|
)
|
|
—
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
||||
Current and other assets
|
98
|
|
|
(83
|
)
|
|
15
|
|
|
Payables and other current liabilities
|
(408
|
)
|
|
121
|
|
|
(287
|
)
|
|
Net cash provided (used) by operating activities
|
542
|
|
|
209
|
|
|
751
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||
Cash proceeds from dispositions
|
—
|
|
|
1,136
|
|
|
1,136
|
|
|
Investments in and loans to cost and equity investees
|
(4
|
)
|
|
(367
|
)
|
|
(371
|
)
|
|
Capital expended for property and equipment
|
(178
|
)
|
|
(39
|
)
|
|
(217
|
)
|
|
Purchases of short-term and other marketable securities
|
—
|
|
|
(1,388
|
)
|
|
(1,388
|
)
|
|
Sales of short term and other marketable securities
|
—
|
|
|
725
|
|
|
725
|
|
|
Other investing activities, net
|
(19
|
)
|
|
(34
|
)
|
|
(53
|
)
|
|
Net cash provided (used) by investing activities
|
(201
|
)
|
|
33
|
|
|
(168
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||
Borrowings of debt
|
2,867
|
|
|
851
|
|
|
3,718
|
|
|
Repayments of debt
|
(2,645
|
)
|
|
(2,407
|
)
|
|
(5,052
|
)
|
|
Intergroup receipts (payments), net
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
Shares repurchased by subsidiary
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|
Shares issued by subsidiary
|
—
|
|
|
24
|
|
|
24
|
|
|
Repurchases of Liberty common stock
|
(750
|
)
|
|
—
|
|
|
(750
|
)
|
|
Other financing activities, net
|
(38
|
)
|
|
(1
|
)
|
|
(39
|
)
|
|
Net cash provided (used) by financing activities
|
(564
|
)
|
|
(1,677
|
)
|
|
(2,241
|
)
|
|
Effect of foreign currency rates on cash
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(244
|
)
|
|
(1,435
|
)
|
|
(1,679
|
)
|
|
Cash and cash equivalents at beginning of period
|
699
|
|
|
1,961
|
|
|
2,660
|
|
|
Cash and cash equivalents at end period
|
$
|
455
|
|
|
526
|
|
|
981
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive
Group
|
|
Ventures Group
|
|
Consolidated
Liberty
|
||||
|
amounts in millions
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net earnings (loss)
|
$
|
336
|
|
|
(8
|
)
|
|
328
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
437
|
|
|
—
|
|
|
437
|
|
|
Stock-based compensation
|
52
|
|
|
1
|
|
|
53
|
|
|
Cash payments for stock based compensation
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
Share of losses (earnings) of affiliates, net
|
(26
|
)
|
|
(63
|
)
|
|
(89
|
)
|
|
Cash receipts from return on equity investments
|
8
|
|
|
13
|
|
|
21
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(39
|
)
|
|
377
|
|
|
338
|
|
|
(Gains) losses on disposition of assets, net
|
—
|
|
|
(288
|
)
|
|
(288
|
)
|
|
Impairment of intangible assets
|
39
|
|
|
—
|
|
|
39
|
|
|
Deferred income tax (benefit) expense
|
(119
|
)
|
|
85
|
|
|
(34
|
)
|
|
Other, net
|
11
|
|
|
(33
|
)
|
|
(22
|
)
|
|
Intergroup tax allocation
|
156
|
|
|
(156
|
)
|
|
—
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
||||
Current and other assets
|
162
|
|
|
—
|
|
|
162
|
|
|
Payables and other current liabilities
|
27
|
|
|
(19
|
)
|
|
8
|
|
|
Net cash provided (used) by operating activities
|
1,035
|
|
|
(91
|
)
|
|
944
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||
Cash proceeds from dispositions
|
—
|
|
|
348
|
|
|
348
|
|
|
Investments in and loans to cost and equity investees
|
(60
|
)
|
|
(132
|
)
|
|
(192
|
)
|
|
Capital expended for property and equipment
|
(237
|
)
|
|
—
|
|
|
(237
|
)
|
|
Sales of short term and other marketable securities
|
46
|
|
|
—
|
|
|
46
|
|
|
Other investing activities, net
|
(41
|
)
|
|
1
|
|
|
(40
|
)
|
|
Net cash provided (used) by investing activities
|
(292
|
)
|
|
217
|
|
|
(75
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||
Borrowings of debt
|
2,043
|
|
|
—
|
|
|
2,043
|
|
|
Repayments of debt
|
(1,123
|
)
|
|
(115
|
)
|
|
(1,238
|
)
|
|
Reattribution of cash between groups
|
(1,346
|
)
|
|
1,346
|
|
|
—
|
|
|
Intergroup receipts (payments), net
|
122
|
|
|
(122
|
)
|
|
—
|
|
|
Repurchases of Liberty common stock
|
(690
|
)
|
|
—
|
|
|
(690
|
)
|
|
Other financing activities, net
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|
Net cash provided (used) by financing activities
|
(1,024
|
)
|
|
1,109
|
|
|
85
|
|
|
Effect of foreign currency rates on cash
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(289
|
)
|
|
1,235
|
|
|
946
|
|
|
Cash and cash equivalents at beginning of period
|
847
|
|
|
—
|
|
|
847
|
|
|
Cash and cash equivalents at end period
|
$
|
558
|
|
|
1,235
|
|
|
1,793
|
|
(1)
|
The Interactive Group is comprised of our consolidated subsidiaries QVC, Inc., Provide Commerce, Inc., Backcountry.com, Inc., Bodybuilding.com, LLC and Celebrate Interactive Holdings LLC, CommerceHub and our interest in HSN, Inc. Accordingly, the accompanying attributed financial information for the Interactive Group includes the foregoing investments, as well as the assets, liabilities, revenue, expenses and cash flows of those consolidated subsidiaries. We have also attributed certain of our debt obligations (and related interest expense) to the Interactive Group based upon a number of factors, including the cash flow available to the Interactive Group and its ability to pay debt service and our assessment of the optimal capitalization for the Interactive Group. The specific debt obligations attributed to each of the Interactive Group and the Ventures Group are described in note 4 below. In addition, we have allocated certain corporate general and administrative expenses among the Interactive Group and the Ventures Group as described in note 5 below.
|
(2)
|
Investments in available-for-sale securities, including non-strategic securities, and other cost investments are summarized as follows:
|
|
September 30, 2013
|
|
December 31, 2012
|
|||
|
amounts in millions
|
|||||
Interactive Group
|
|
|
|
|||
Other
|
$
|
4
|
|
|
4
|
|
Total Interactive Group
|
4
|
|
|
4
|
|
|
Ventures Group
|
|
|
|
|||
Time Warner Inc.
|
289
|
|
|
1,042
|
|
|
Time Warner Cable Inc.
|
610
|
|
|
531
|
|
|
AOL, Inc.
|
—
|
|
|
59
|
|
|
TripAdvisor AFS securities
|
164
|
|
|
99
|
|
|
Other
|
276
|
|
|
84
|
|
|
Total Ventures Group
|
1,339
|
|
|
1,815
|
|
|
Consolidated Liberty
|
$
|
1,343
|
|
|
1,819
|
|
(3)
|
The following table presents information regarding certain equity method investments:
|
|
|
|
|
|
|
|
Share of earnings (losses)
|
||||||||||||||
|
September 30, 2013
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||||||
|
Percentage
ownership
|
|
Carrying
value
|
|
Market
value
|
|
|||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||
|
dollar amounts in millions
|
||||||||||||||||||||
Interactive Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
HSN, Inc.
|
38
|
%
|
|
$
|
283
|
|
|
1,073
|
|
|
15
|
|
|
10
|
|
|
46
|
|
|
34
|
|
Other
|
various
|
|
|
52
|
|
|
NA
|
|
|
(2
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
Total Interactive Group
|
|
|
335
|
|
|
|
|
13
|
|
|
6
|
|
|
33
|
|
|
26
|
|
|||
Ventures Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expedia, Inc.
|
17
|
%
|
|
465
|
|
|
1,196
|
|
|
27
|
|
|
41
|
|
|
17
|
|
|
65
|
|
|
TripAdvisor, Inc.
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
10
|
|
|
NA
|
|
|
33
|
|
|
Other
|
various
|
|
|
425
|
|
|
NA
|
|
|
(11
|
)
|
|
(14
|
)
|
|
(25
|
)
|
|
(35
|
)
|
|
Total Ventures Group
|
|
|
890
|
|
|
|
|
16
|
|
|
37
|
|
|
(8
|
)
|
|
63
|
|
|||
Consolidated Liberty
|
|
|
$
|
1,225
|
|
|
|
|
29
|
|
|
43
|
|
|
25
|
|
|
89
|
|
(4)
|
Debt attributed to the Interactive Group and the Ventures Group is comprised of the following:
|
|
|
September 30, 2013
|
||||||
|
|
Outstanding
principal
|
|
Carrying
value
|
||||
|
|
amounts in millions
|
||||||
Interactive Group
|
|
|
|
|||||
|
8.5% Senior Debentures due 2029
|
$
|
287
|
|
|
285
|
|
|
|
8.25% Senior Debentures due 2030
|
505
|
|
|
501
|
|
||
|
1% Exchangeable Senior Debentures due 2043
|
400
|
|
|
413
|
|
||
|
QVC 7.5% Senior Secured Notes due 2019
|
769
|
|
|
760
|
|
||
|
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 5.95% Senior Secured Notes due 2043
|
300
|
|
|
300
|
|
||
|
QVC Bank Credit Facilities
|
673
|
|
|
673
|
|
||
|
Other subsidiary debt
|
153
|
|
|
153
|
|
||
Total Interactive Group debt
|
4,837
|
|
|
4,835
|
|
|||
Ventures Group
|
|
|
|
|||||
|
4% Exchangeable Senior Debentures due 2029
|
439
|
|
|
277
|
|
||
|
3.75% Exchangeable Senior Debentures due 2030
|
439
|
|
|
276
|
|
||
|
3.5% Exchangeable Senior Debentures due 2031
|
363
|
|
|
308
|
|
||
|
0.75% Exchangeable Senior Debentures due 2043
|
850
|
|
|
962
|
|
||
|
TripAdvisor Debt Facilities
|
376
|
|
|
376
|
|
||
Total Ventures Group debt
|
2,467
|
|
|
2,199
|
|
|||
|
Total consolidated Liberty debt
|
$
|
7,304
|
|
|
7,034
|
|
|
|
Less current maturities
|
|
|
(1,366
|
)
|
|||
|
Total long-term debt
|
|
|
$
|
5,668
|
|
(5)
|
Cash compensation expense for our corporate employees will be allocated between the Interactive 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
|
(6)
|
The Liberty Interactive 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 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 common stock or the approval of the holders of only Series A and Series B Liberty Ventures common stock.
|
(7)
|
The intergroup payable (receivable) is primarily attributable to an allocation of intergroup income taxes payable from the Interactive Group to the Ventures Group.
|
Liberty Interactive Corporation Net Assets
|
$
|
11,559
|
|
Reconciling items:
|
|
||
LINT put option obligations
|
—
|
|
|
LINT LLC Net Assets
|
$
|
11,559
|
|
Liberty Interactive Corporation Net Earnings for the nine months ended September 30, 2013
|
$
|
334
|
|
Reconciling items:
|
|
||
Unrealized gain on LINT put options
|
(1
|
)
|
|
LINT LLC Net Earnings for the nine months ended September 30, 2013
|
$
|
333
|
|