|
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)
|
Title of each class
|
Name of exchange on which registered
|
|
|
Series A Liberty Interactive Common Stock, par value $.01 per share
|
The Nasdaq Stock Market LLC
|
Series B Liberty Interactive Common Stock, par value $.01 per share
|
The Nasdaq Stock Market LLC
|
Series A Liberty Ventures Common Stock, par value $.01 per share
|
The Nasdaq Stock Market LLC
|
Series B Liberty Ventures Common Stock, par value $.01 per share
|
The Nasdaq Stock Market LLC
|
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
|
469,105,835
|
|
|
28,884,103
|
|
|
Liberty Ventures common stock
|
35,381,940
|
|
|
1,442,689
|
|
|
|
|
|
|
|
Part I
|
Page
|
|
|
|
Item 1.
|
Business
|
I‑1
|
Item 1A.
|
Risk Factors
|
I-17
|
Item 1B.
|
Unresolved Staff Comments
|
I-33
|
Item 2.
|
Properties
|
I-33
|
Item 3.
|
Legal Proceedings
|
I-33
|
Item 4.
|
Mine Safety Disclosures
|
I-33
|
|
|
|
|
Part II
|
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
II‑1
|
Item 6.
|
Selected Financial Data
|
II‑3
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
II‑5
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
II‑22
|
Item 8.
|
Financial Statements and Supplementary Data
|
II-23
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
II-23
|
Item 9A.
|
Controls and Procedures
|
II-23
|
Item 9B.
|
Other Information
|
II-23
|
|
|
|
|
Part III
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
III‑1
|
Item 11.
|
Executive Compensation
|
III‑1
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
III‑1
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
III‑1
|
Item 14.
|
Principal Accountant Fees and Services
|
III‑1
|
|
|
|
|
Part IV
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
IV‑1
|
|
|
|
•
|
customer demand for our products and services and our ability to adapt to changes in demand;
|
•
|
competitor responses to our products and services;
|
•
|
increased digital TV penetration and the impact on channel positioning of our programs;
|
•
|
the levels of online traffic to our businesses' websites and our ability to convert visitors into consumers 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 networks;
|
•
|
rapid technological changes;
|
•
|
failure to protect the security of personal information about our customers, subjecting us to potentially costly government enforcement actions or private litigation and reputational damage;
|
•
|
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.
|
Consolidated Subsidiaries
|
QVC, Inc.
|
TripAdvisor, Inc. (Nasdaq:TRIP)
|
Provide Commerce, Inc.
|
Backcountry.com, Inc.
|
Bodybuilding.com, LLC
|
Celebrate Interactive Holdings, LLC
|
CommerceHub
|
|
Equity Method Investments
|
Expedia, Inc. (Nasdaq:EXPE)
|
HSN, Inc. (Nasdaq:HSNI)
|
Interval Leisure Group, Inc. (Nasdaq:IILG)
|
Tree.com, Inc. (Nasdaq:TREE)
|
•
|
fluctuations in currency exchange rates;
|
•
|
longer payment cycles for sales in foreign countries that may increase the uncertainty associated with recoverable accounts;
|
•
|
recessionary conditions and economic instability, including fiscal policies that are implementing austerity measures in certain countries, which are affecting overseas markets;
|
•
|
limited ability to repatriate funds to the U.S. at favorable tax rates;
|
•
|
potentially adverse tax consequences;
|
•
|
export and import restrictions, tariffs and other trade barriers;
|
•
|
increases in taxes and governmental royalties and fees;
|
•
|
changes in foreign and U.S. laws, regulations and policies that govern operations of foreign-based companies;
|
•
|
changes to general consumer protection laws and regulations;
|
•
|
involuntary renegotiation of contracts with foreign governments;
|
•
|
foreign and domestic regulations, laws and policies that govern operations of foreign-based companies;
|
•
|
difficulties in staffing and managing international operations; and
|
•
|
political unrest that may result in disruption of services critical to international businesses.
|
•
|
increased vulnerability to general adverse economic and industry conditions
|
•
|
dedicating a substantial portion of their cash flow from operations to principal and interest payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, strategic acquisitions and investments and other general corporate purposes;
|
•
|
limited flexibility in planning for, or reacting to, changes in their businesses and the markets in which they operate;
|
•
|
competitively disadvantaging these companies compared with competitors that have less debt;
|
•
|
limiting the ability of these companies to borrow additional funds or to borrow funds at rates or on other terms that they find acceptable; and
|
•
|
in the case of QVC, exposing QVC to the risk of increased interest rates because certain of QVC’s borrowings, including borrowings under its credit facility, are at variable interest rates.
|
•
|
actual or anticipated fluctuations in a group's operating results or in the operating results of particular companies attributable to such group;
|
•
|
potential acquisition activity by our company, our subsidiaries or our business affiliates;
|
•
|
issuances of debt or equity securities to raise capital by our company, our subsidiaries or our business affiliates and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the groups;
|
•
|
changes in financial estimates by securities analysts regarding Liberty Interactive common stock or Liberty Ventures common stock or the companies attributable to either of our tracking stock groups;
|
•
|
the complex nature and the potential difficulties investors may have in understanding the terms of both of our tracking stocks, as well as concerns regarding the possible effect of certain of those terms on an investment in our stock; and
|
•
|
general market conditions.
|
•
|
decisions as to the terms of any business relationships that may be created between the Interactive Group and the Ventures Group or the terms of any reattributions of assets between the groups;
|
•
|
decisions as to the allocation of consideration among the holders of Liberty Interactive common stock and Liberty Ventures common stock, or among the series of stocks relating to either of our groups, to be received in connection with a merger involving our company;
|
•
|
decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic business objectives of both groups;
|
•
|
decisions as to operational and financial matters that could be considered detrimental to one group but beneficial to the other;
|
•
|
decisions as to the conversion of shares of common stock of one group into shares of common stock of the other;
|
•
|
decisions regarding the creation of, and, if created, the subsequent increase or decrease of any inter-group interest that one group may own in the other group;
|
•
|
decisions as to the internal or external financing attributable to businesses or assets attributed to either of our groups;
|
•
|
decisions as to the dispositions of assets of either of our groups; and
|
•
|
decisions as to the payment of dividends on the stock relating to either of our groups.
|
•
|
obtain information regarding the divergence (or potential divergence) of interests;
|
•
|
determine under what circumstances to seek the assistance of outside advisers;
|
•
|
determine whether a committee of our board of directors should be appointed to address a specific matter and the appropriate members of that committee; and
|
•
|
assess what is in our best interests and the best interests of all of our stockholders.
|
•
|
declare and pay a dividend on the disposing group's common stock;
|
•
|
redeem shares of the disposing group's common stock in exchange for cash, securities or other property; and/or
|
•
|
convert all or a portion of the disposing group's outstanding common stock into common stock of the other group.
|
•
|
authorizing a capital structure with multiple series of common stock, a Series B common stock of each group that entitles the holders to ten votes per share, a Series A common stock of each group that entitles the holder to one vote per share, and a Series C common stock of each group that except as otherwise required by applicable law, entitles the holder to no voting rights;
|
•
|
classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;
|
•
|
limiting who may call special meetings of stockholders;
|
•
|
prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;
|
•
|
establishing advance notice requirements for nominations of candidates for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;
|
•
|
requiring stockholder approval by holders of at least 66 2/3% of our aggregate voting power or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets or an amendment to our restated charter; and
|
•
|
the existence of authorized and unissued stock, including "blank check" preferred stock, which could be issued by our board of directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our company.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
Liberty Interactive
|
||||||||
|
Series A (LINTA)
|
Series B (LINTB)
|
|||||||
|
High
|
Low
|
High
|
Low
|
|||||
2012
|
|
|
|
|
|||||
First quarter
|
$
|
19.80
|
|
16.36
|
|
19.32
|
|
16.07
|
|
Second quarter
|
$
|
19.27
|
|
15.93
|
|
19.10
|
|
16.15
|
|
Third quarter (through August 9, 2012)
|
$
|
19.66
|
|
17.42
|
|
19.31
|
|
17.64
|
|
Third quarter (after August 9, 2012)
|
$
|
19.46
|
|
17.04
|
|
18.45
|
|
17.24
|
|
Fourth quarter
|
$
|
20.95
|
|
18.26
|
|
20.51
|
|
18.42
|
|
2013
|
|
|
|
|
|||||
First quarter
|
$
|
22.11
|
|
19.93
|
|
21.55
|
|
19.51
|
|
Second quarter
|
$
|
24.31
|
|
19.79
|
|
23.01
|
|
19.77
|
|
Third quarter
|
$
|
25.25
|
|
21.95
|
|
25.13
|
|
21.94
|
|
Fourth quarter
|
$
|
29.57
|
|
22.83
|
|
29.39
|
|
23.23
|
|
|
Liberty Ventures
|
||||||||
|
Series A (LVNTA)
|
Series B (LVNTB)
|
|||||||
|
High
|
Low
|
High
|
Low
|
|||||
2012
|
|
|
|
|
|||||
Third quarter (after August 9, 2012)
|
$
|
52.39
|
|
40.00
|
|
50.87
|
|
42.51
|
|
Fourth quarter
|
$
|
68.84
|
|
48.29
|
|
68.21
|
|
49.33
|
|
2013
|
|
|
|
|
|||||
First quarter
|
$
|
79.50
|
|
67.27
|
|
76.86
|
|
68.17
|
|
Second quarter
|
$
|
86.04
|
|
72.71
|
|
84.70
|
|
74.46
|
|
Third quarter
|
$
|
96.07
|
|
81.37
|
|
96.27
|
|
84.49
|
|
Fourth quarter
|
$
|
124.39
|
|
81.81
|
|
121.29
|
|
89.28
|
|
|
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
|
||||
October 1 - 31, 2013
|
3,931,100
|
|
|
$
|
26.34
|
|
|
3,931,100
|
|
|
$406 million
|
November 1 - 30, 2013
|
5,382,000
|
|
|
$
|
27.50
|
|
|
5,382,000
|
|
|
$258 million
|
December 1 - 31, 2013
|
3,139,642
|
|
|
$
|
27.98
|
|
|
3,139,642
|
|
|
$170 million
|
Total
|
12,452,742
|
|
|
|
|
|
12,452,742
|
|
|
|
|
December 31,
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
amounts in millions
|
||||||||||||||
Summary Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,256
|
|
|
2,660
|
|
|
847
|
|
|
1,353
|
|
|
1,955
|
|
Investments in available-for-sale securities and other cost investments
|
$
|
1,501
|
|
|
1,819
|
|
|
1,168
|
|
|
1,110
|
|
|
1,641
|
|
Investment in affiliates
|
$
|
1,237
|
|
|
851
|
|
|
1,135
|
|
|
949
|
|
|
831
|
|
Intangibles not subject to amortization (1)
|
$
|
13,675
|
|
|
13,880
|
|
|
8,496
|
|
|
8,496
|
|
|
8,383
|
|
Assets of discontinued operations (2)
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
8,933
|
|
|
9,374
|
|
Total assets (1) (2)
|
$
|
24,676
|
|
|
26,255
|
|
|
17,339
|
|
|
26,600
|
|
|
28,631
|
|
Long-term debt
|
$
|
6,406
|
|
|
6,246
|
|
|
4,850
|
|
|
5,970
|
|
|
7,343
|
|
Deferred income tax liabilities, noncurrent (1)
|
$
|
2,844
|
|
|
3,209
|
|
|
2,046
|
|
|
2,709
|
|
|
2,946
|
|
Liabilities of discontinued operations (2)
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
3,854
|
|
|
5,002
|
|
Equity (1) (2)
|
$
|
11,435
|
|
|
12,051
|
|
|
6,627
|
|
|
11,442
|
|
|
10,238
|
|
Noncontrolling interest (1)
|
$
|
4,499
|
|
|
4,489
|
|
|
134
|
|
|
129
|
|
|
129
|
|
|
Years ended December 31,
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
amounts in millions,
except per share amounts
|
||||||||||||||
Summary Statement of Operations Data:
|
|
|
|
||||||||||||
Revenue
|
$
|
11,252
|
|
|
10,054
|
|
|
9,616
|
|
|
8,932
|
|
|
8,305
|
|
Operating income (loss)
|
$
|
1,120
|
|
|
1,108
|
|
|
1,133
|
|
|
1,108
|
|
|
1,041
|
|
Interest expense
|
$
|
(373
|
)
|
|
(432
|
)
|
|
(427
|
)
|
|
(626
|
)
|
|
(594
|
)
|
Share of earnings (losses) of affiliates
|
$
|
33
|
|
|
85
|
|
|
140
|
|
|
112
|
|
|
24
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
$
|
(22
|
)
|
|
(351
|
)
|
|
84
|
|
|
62
|
|
|
(589
|
)
|
Gains (losses) on transactions, net (1)
|
$
|
(2
|
)
|
|
1,531
|
|
|
—
|
|
|
355
|
|
|
42
|
|
Earnings (loss) from continuing operations (3):
|
|
|
|
|
|
|
|
|
|
||||||
Liberty Capital common stock
|
NA
|
|
|
NA
|
|
|
10
|
|
|
28
|
|
|
(356
|
)
|
|
Liberty Interactive Corporation common stock
|
NA
|
|
|
328
|
|
|
577
|
|
|
808
|
|
|
319
|
|
|
Liberty Interactive common stock
|
$
|
483
|
|
|
241
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
Liberty Ventures common stock
|
97
|
|
|
1,022
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
|
$
|
580
|
|
|
1,591
|
|
|
587
|
|
|
836
|
|
|
(37
|
)
|
Basic earnings (loss) from continuing operations attributable to Liberty Interactive Corporation stockholders per common share (4):
|
|
|
|
|
|
|
|
|
|
||||||
Series A and Series B Liberty Capital common stock
|
NA
|
|
|
NA
|
|
|
0.12
|
|
|
0.31
|
|
|
(3.71
|
)
|
|
Series A and Series B Liberty Interactive Corporation common stock
|
NA
|
|
|
0.53
|
|
|
0.88
|
|
|
1.28
|
|
|
0.47
|
|
|
Series A and Series B Liberty Interactive common stock
|
$
|
0.84
|
|
|
0.39
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
Series A and Series B Liberty Ventures common stock
|
$
|
1.70
|
|
|
31.03
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
Diluted earnings (loss) from continuing operations attributable to Liberty Interactive Corporation stockholders per common share (4):
|
|
|
|
|
|
|
|
|
|
||||||
Series A and Series B Liberty Capital common stock
|
NA
|
|
|
NA
|
|
|
0.12
|
|
|
0.30
|
|
|
(3.71
|
)
|
|
Series A and Series B Liberty Interactive Corporation common stock
|
NA
|
|
|
0.52
|
|
|
0.87
|
|
|
1.26
|
|
|
0.47
|
|
|
Series A and Series B Liberty Interactive common stock
|
$
|
0.83
|
|
|
0.38
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
Series A and Series B Liberty Ventures common stock
|
$
|
1.70
|
|
|
31.03
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
(2)
|
On September 23, 2011, Liberty completed the split-off of a wholly owned subsidiary, Liberty Media Corporation ("LMC") (formerly known as Liberty CapStarz, Inc. and prior thereto known as Liberty Splitco, Inc.) (the "LMC Split-Off"). At the time of the LMC Split-Off, LMC owned all the assets, businesses and liabilities previously attributed to the Capital and Starz tracking stock groups. The LMC Split-Off was effected by means of a redemption of all of the Liberty Capital common stock and Liberty Starz common stock of Liberty in exchange for the common stock of LMC. See note 6 of the accompanying consolidated financial statements for further details on the treatment of LMC as discontinued operations in prior periods.
|
(3)
|
Includes earnings from continuing operations attributable to the noncontrolling interests of
$79 million
,
$61 million
,
$53 million
,
$45 million
and
$39 million
for the years ended December 31, 2013, 2012, 2011, 2010 and 2009, respectively.
|
(4)
|
Basic and diluted earnings per share have been calculated for Liberty Capital and Liberty Starz common stock for the period subsequent to March 3, 2008 through September 23, 2011. Basic and diluted EPS have been calculated for Liberty Interactive Corporation common stock for the periods from May 9, 2006 to August 9, 2012. Basic and diluted EPS have been calculated for Liberty Interactive common stock and Liberty Ventures common stock subsequent to August 9, 2012.
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
|||||||||
Revenue
|
|
|
|
|
|
|
||||
Interactive Group
|
|
|
|
|
|
|
||||
QVC
|
|
$
|
8,623
|
|
|
8,516
|
|
|
8,268
|
|
E-commerce
|
|
1,684
|
|
|
1,502
|
|
|
1,348
|
|
|
Corporate and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total Interactive Group
|
|
10,307
|
|
|
10,018
|
|
|
9,616
|
|
|
Ventures Group
|
|
|
|
|
|
|
||||
TripAdvisor
|
|
945
|
|
|
36
|
|
|
—
|
|
|
Corporate and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total Ventures Group
|
|
945
|
|
|
36
|
|
|
—
|
|
|
Consolidated Liberty
|
|
$
|
11,252
|
|
|
10,054
|
|
|
9,616
|
|
|
|
|
|
|
|
|
||||
Adjusted OIBDA
|
|
|
|
|
|
|
||||
Interactive Group
|
|
|
|
|
|
|
||||
QVC
|
|
$
|
1,841
|
|
|
1,828
|
|
|
1,733
|
|
E-commerce
|
|
85
|
|
|
96
|
|
|
123
|
|
|
Corporate and other
|
|
(20
|
)
|
|
(27
|
)
|
|
(29
|
)
|
|
Total Interactive Group
|
|
1,906
|
|
|
1,897
|
|
|
1,827
|
|
|
Ventures Group
|
|
|
|
|
|
|
||||
TripAdvisor
|
|
379
|
|
|
8
|
|
|
—
|
|
|
Corporate and other
|
|
(11
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
Total Ventures Group
|
|
368
|
|
|
3
|
|
|
(4
|
)
|
|
Consolidated Liberty
|
|
$
|
2,274
|
|
|
1,900
|
|
|
1,823
|
|
|
|
|
|
|
|
|
||||
Operating Income (Loss)
|
|
|
|
|
|
|
||||
Interactive Group
|
|
|
|
|
|
|
||||
QVC
|
|
$
|
1,245
|
|
|
1,268
|
|
|
1,137
|
|
E-commerce
|
|
(50
|
)
|
|
(81
|
)
|
|
55
|
|
|
Corporate and other
|
|
(64
|
)
|
|
(63
|
)
|
|
(55
|
)
|
|
Total Interactive Group
|
|
1,131
|
|
|
1,124
|
|
|
1,137
|
|
|
Ventures Group
|
|
|
|
|
|
|
||||
TripAdvisor
|
|
8
|
|
|
(5
|
)
|
|
—
|
|
|
Corporate and other
|
|
(19
|
)
|
|
(11
|
)
|
|
(4
|
)
|
|
Total Ventures Group
|
|
(11
|
)
|
|
(16
|
)
|
|
(4
|
)
|
|
Consolidated Liberty
|
|
$
|
1,120
|
|
|
1,108
|
|
|
1,133
|
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
|||||||||
Interest expense
|
|
|
|
|
|
|
||||
Interactive Group
|
|
$
|
(292
|
)
|
|
(322
|
)
|
|
(317
|
)
|
Ventures Group
|
|
(81
|
)
|
|
(110
|
)
|
|
(110
|
)
|
|
Consolidated Liberty
|
|
$
|
(373
|
)
|
|
(432
|
)
|
|
(427
|
)
|
|
|
|
|
|
|
|
||||
Share of earnings (losses) of affiliates
|
|
|
|
|
|
|
||||
Interactive Group
|
|
$
|
48
|
|
|
28
|
|
|
23
|
|
Ventures Group
|
|
(15
|
)
|
|
57
|
|
|
117
|
|
|
Consolidated Liberty
|
|
$
|
33
|
|
|
85
|
|
|
140
|
|
|
|
|
|
|
|
|
||||
Realized and unrealized gains (losses) on financial instruments, net
|
|
|
|
|
|
|
||||
Interactive Group
|
|
$
|
(12
|
)
|
|
51
|
|
|
75
|
|
Ventures Group
|
|
(10
|
)
|
|
(402
|
)
|
|
9
|
|
|
Consolidated Liberty
|
|
$
|
(22
|
)
|
|
(351
|
)
|
|
84
|
|
|
|
|
|
|
|
|
||||
Gains (losses) on transactions, net
|
|
|
|
|
|
|
||||
Interactive Group
|
|
$
|
(1
|
)
|
|
—
|
|
|
—
|
|
Ventures Group
|
|
(1
|
)
|
|
1,531
|
|
|
—
|
|
|
Consolidated Liberty
|
|
$
|
(2
|
)
|
|
1,531
|
|
|
—
|
|
|
|
|
|
|
|
|
||||
Other, net
|
|
|
|
|
|
|
||||
Interactive Group
|
|
$
|
(53
|
)
|
|
—
|
|
|
15
|
|
Ventures Group
|
|
7
|
|
|
44
|
|
|
(6
|
)
|
|
Consolidated Liberty
|
|
$
|
(46
|
)
|
|
44
|
|
|
9
|
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
|||||||||
Interactive Group
|
|
|
|
|
|
|
||||
HSN, Inc.
|
|
$
|
61
|
|
|
40
|
|
|
38
|
|
Other
|
|
(13
|
)
|
|
(12
|
)
|
|
(15
|
)
|
|
Total Interactive Group
|
|
48
|
|
|
28
|
|
|
23
|
|
|
Ventures Group
|
|
|
|
|
|
|
||||
Expedia, Inc.
|
|
31
|
|
|
67
|
|
|
119
|
|
|
TripAdvisor
|
|
NA
|
|
|
38
|
|
|
NA
|
|
|
Other
|
|
(46
|
)
|
|
(48
|
)
|
|
(2
|
)
|
|
Total Ventures Group
|
|
(15
|
)
|
|
57
|
|
|
117
|
|
|
Consolidated Liberty
|
|
$
|
33
|
|
|
85
|
|
|
140
|
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
|||||||||
Fair value option securities
|
|
$
|
514
|
|
|
470
|
|
|
55
|
|
Exchangeable senior debentures
|
|
(553
|
)
|
|
(602
|
)
|
|
(46
|
)
|
|
Other derivatives
|
|
17
|
|
|
(219
|
)
|
|
75
|
|
|
|
|
$
|
(22
|
)
|
|
(351
|
)
|
|
84
|
|
|
Cash and cash equivalents
|
|
Marketable securities
|
|
Available-for-Sale Securities
|
||||
|
amounts in millions
|
||||||||
QVC
|
$
|
457
|
|
|
—
|
|
|
—
|
|
E-commerce
|
72
|
|
|
—
|
|
|
—
|
|
|
Corporate and other
|
69
|
|
|
—
|
|
|
4
|
|
|
Total Interactive Group
|
598
|
|
|
—
|
|
|
4
|
|
|
|
|
|
|
|
|
||||
TripAdvisor
|
351
|
|
|
131
|
|
|
188
|
|
|
Corporate and other
|
307
|
|
|
412
|
|
|
1,309
|
|
|
Total Ventures Group
|
658
|
|
|
543
|
|
|
1,497
|
|
|
Consolidated Liberty
|
$
|
1,256
|
|
|
543
|
|
|
1,501
|
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
Cash Flow Information
|
amounts in millions
|
|||||||||
Interactive Group cash provided (used) by operating activities
|
$
|
972
|
|
|
1,470
|
|
|
988
|
|
|
Ventures Group cash provided (used) by operating activities
|
388
|
|
|
(38
|
)
|
|
(88
|
)
|
||
|
Net cash provided (used) by operating activities
|
$
|
1,360
|
|
|
1,432
|
|
|
900
|
|
Interactive Group cash provided (used) by investing activities
|
$
|
(362
|
)
|
|
(462
|
)
|
|
(428
|
)
|
|
Ventures Group cash provided (used) by investing activities
|
2
|
|
|
615
|
|
|
(9
|
)
|
||
|
Net cash provided (used) by investing activities
|
$
|
(360
|
)
|
|
153
|
|
|
(437
|
)
|
Interactive Group cash provided (used) by financing activities
|
$
|
(687
|
)
|
|
(1,136
|
)
|
|
(1,013
|
)
|
|
Ventures Group cash provided (used) by financing activities
|
(1,693
|
)
|
|
1,384
|
|
|
97
|
|
||
|
Net cash provided (used) by financing activities
|
$
|
(2,380
|
)
|
|
248
|
|
|
(916
|
)
|
|
Payments due by period
|
||||||||||||||
|
Total
|
|
Less than 1 year
|
|
2 - 3 years
|
|
4 - 5 years
|
|
After
5 years
|
||||||
Consolidated contractual obligations
|
amounts in millions
|
||||||||||||||
Long-term debt (1)
|
$
|
7,533
|
|
|
118
|
|
|
344
|
|
|
989
|
|
|
6,082
|
|
Interest payments (2)
|
3,864
|
|
|
325
|
|
|
644
|
|
|
616
|
|
|
2,279
|
|
|
Operating lease obligations
|
496
|
|
|
48
|
|
|
88
|
|
|
78
|
|
|
282
|
|
|
Purchase orders and other obligations
|
1,515
|
|
|
1,488
|
|
|
15
|
|
|
12
|
|
|
—
|
|
|
Total
|
$
|
13,408
|
|
|
1,979
|
|
|
1,091
|
|
|
1,695
|
|
|
8,643
|
|
(1)
|
Amounts are reflected in the table at the outstanding principal amount, assuming the debt instruments will remain outstanding until the stated maturity date, and may differ from the amounts stated in our consolidated balance sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have elements which are reported at fair value in our consolidated balance sheet. Amounts also include capital lease obligations. Amounts do not assume additional borrowings or refinancings of existing debt.
|
(2)
|
Amounts (i) are based on our outstanding debt at
December 31, 2013
, (ii) assume the interest rates on our variable rate debt remain constant at the
December 31, 2013
rates and (iii) assume that our existing debt is repaid at maturity.
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
|
amounts in millions
|
||||||||
Net revenue
|
|
$
|
8,623
|
|
|
8,516
|
|
|
8,268
|
|
Cost of sales
|
|
(5,465
|
)
|
|
(5,419
|
)
|
|
(5,278
|
)
|
|
Gross profit
|
|
3,158
|
|
|
3,097
|
|
|
2,990
|
|
|
Operating expenses
|
|
(740
|
)
|
|
(715
|
)
|
|
(744
|
)
|
|
SG&A expenses (excluding stock-based compensation)
|
|
(577
|
)
|
|
(554
|
)
|
|
(513
|
)
|
|
Adjusted OIBDA
|
|
1,841
|
|
|
1,828
|
|
|
1,733
|
|
|
Stock-based compensation
|
|
(38
|
)
|
|
(34
|
)
|
|
(22
|
)
|
|
Depreciation and amortization
|
|
(558
|
)
|
|
(526
|
)
|
|
(574
|
)
|
|
Operating income
|
|
$
|
1,245
|
|
|
1,268
|
|
|
1,137
|
|
|
Year ended
|
|
Year ended
|
||||||||
|
December 31,
2013 |
|
December 31,
2012 |
||||||||
|
U.S. dollars
|
|
Local currency
|
|
U.S. dollars
|
|
Local currency
|
||||
QVC-US
|
4.6
|
%
|
|
4.6
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
QVC-Japan
|
(17.9
|
)%
|
|
0.3
|
%
|
|
10.6
|
%
|
|
11.2
|
%
|
QVC-Germany
|
1.6
|
%
|
|
(1.7
|
)%
|
|
(10.5
|
)%
|
|
(3.5
|
)%
|
QVC-UK
|
2.5
|
%
|
|
3.7
|
%
|
|
2.4
|
%
|
|
3.3
|
%
|
QVC-Italy
|
46.0
|
%
|
|
41.5
|
%
|
|
148.6
|
%
|
|
168.3
|
%
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
|
amounts in millions
|
||||||||
Affiliate agreements
|
|
$
|
150
|
|
|
151
|
|
|
152
|
|
Customer relationships
|
|
172
|
|
|
172
|
|
|
173
|
|
|
Purchase accounting related amortization
|
|
322
|
|
|
323
|
|
|
325
|
|
|
Property, plant and equipment
|
|
127
|
|
|
126
|
|
|
135
|
|
|
Software amortization
|
|
78
|
|
|
62
|
|
|
95
|
|
|
Channel placement amortization and related expenses
|
|
31
|
|
|
15
|
|
|
19
|
|
|
Total depreciation and amortization
|
|
$
|
558
|
|
|
526
|
|
|
574
|
|
|
|
|
Years ended December 31,
|
||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||
|
|
|
amounts in millions
|
||||||||
Revenue
|
|
$
|
945
|
|
|
763
|
|
|
637
|
|
|
Adjusted OIBDA
|
|
$
|
379
|
|
|
352
|
|
|
323
|
|
|
Operating income (loss)
|
|
$
|
295
|
|
|
296
|
|
|
273
|
|
|
|
Adjustments for purchase accounting and to eliminate results prior to consolidation (1)
|
|
$
|
(287
|
)
|
|
(301
|
)
|
|
NA
|
|
Operating income (loss) as reported by Liberty
|
|
8
|
|
|
(5
|
)
|
|
NA
|
|
||
|
|
|
|
|
|
|
|
|
Variable rate debt
|
|
Fixed rate debt
|
||||||||||
|
Principal
amount
|
|
Weighted avg
interest rate
|
|
Principal
amount
|
|
Weighted avg
interest rate
|
||||||
|
dollar amounts in millions
|
||||||||||||
Interactive Group
|
|
|
|
|
|
|
|
||||||
QVC
|
$
|
922
|
|
|
1.9
|
%
|
|
$
|
2,899
|
|
|
6.0
|
%
|
Corporate and other
|
$
|
49
|
|
|
2.4
|
%
|
|
$
|
1,203
|
|
|
5.9
|
%
|
Ventures Group
|
|
|
|
|
|
|
|
||||||
TripAdvisor
|
$
|
369
|
|
|
2.0
|
%
|
|
$
|
—
|
|
|
NA
|
|
Coporate and other
|
$
|
—
|
|
|
NA
|
|
|
$
|
2,091
|
|
|
2.5
|
%
|
LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2013 and 2012
|
||||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Assets
|
|
|
|
|||
Current assets:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
1,256
|
|
|
2,660
|
|
Trade and other receivables, net
|
1,274
|
|
|
1,201
|
|
|
Inventory, net
|
1,135
|
|
|
1,106
|
|
|
Short-term marketable securities
|
543
|
|
|
186
|
|
|
Other current assets
|
218
|
|
|
105
|
|
|
Total current assets
|
4,426
|
|
|
5,258
|
|
|
Investments in available-for-sale securities and other cost investments (note 8)
|
1,501
|
|
|
1,819
|
|
|
Investments in affiliates, accounted for using the equity method (note 9)
|
1,237
|
|
|
851
|
|
|
|
|
|
|
|||
Property and equipment, at cost
|
2,256
|
|
|
2,170
|
|
|
Accumulated depreciation
|
(1,009
|
)
|
|
(935
|
)
|
|
|
1,247
|
|
|
1,235
|
|
|
Intangible assets not subject to amortization (note 10):
|
|
|
|
|||
Goodwill
|
9,332
|
|
|
9,556
|
|
|
Trademarks
|
4,343
|
|
|
4,324
|
|
|
|
13,675
|
|
|
13,880
|
|
|
Intangible assets subject to amortization, net (note 10)
|
2,492
|
|
|
3,117
|
|
|
Other assets, at cost, net of accumulated amortization
|
98
|
|
|
95
|
|
|
Total assets
|
$
|
24,676
|
|
|
26,255
|
|
|
||||||
(continued)
|
|
LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2012 and 2011
|
||||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Liabilities and Equity
|
|
|
|
|||
Current liabilities:
|
|
|
|
|||
Accounts payable
|
$
|
591
|
|
|
719
|
|
Accrued liabilities
|
1,067
|
|
|
918
|
|
|
Current portion of debt (note 11)
|
978
|
|
|
1,638
|
|
|
Deferred income tax liabilities (note 12)
|
925
|
|
|
912
|
|
|
Other current liabilities
|
195
|
|
|
302
|
|
|
Total current liabilities
|
3,756
|
|
|
4,489
|
|
|
Long-term debt, including $2,355 million and $2,930 million measured at fair value (note 11)
|
6,406
|
|
|
6,246
|
|
|
Deferred income tax liabilities (note 12)
|
2,844
|
|
|
3,209
|
|
|
Other liabilities
|
235
|
|
|
260
|
|
|
Total liabilities
|
13,241
|
|
|
14,204
|
|
|
Equity
|
|
|
|
|
|
|
Stockholders' equity (note 13):
|
|
|
|
|
|
|
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 471,625,030 shares at December 31, 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 28,884,103 shares at December 31, 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 35,380,604 shares at December 31, 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 December 31, 2013 and 1,446,916 shares at December 31, 2012
|
—
|
|
|
—
|
|
|
Additional paid-in capital
|
1,147
|
|
|
2,225
|
|
|
Accumulated other comprehensive earnings, net of taxes
|
99
|
|
|
148
|
|
|
Retained earnings
|
5,685
|
|
|
5,184
|
|
|
Total stockholders' equity
|
6,936
|
|
|
7,562
|
|
|
Noncontrolling interests in equity of subsidiaries
|
4,499
|
|
|
4,489
|
|
|
Total equity
|
11,435
|
|
|
12,051
|
|
|
Commitments and contingencies (note 18)
|
|
|
|
|
|
|
Total liabilities and equity
|
$
|
24,676
|
|
|
26,255
|
|
LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations
Years ended December 31, 2013, 2012 and 2011
|
||||||||||
|
|
|
|
|
|
|
||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
|
amounts in millions,
except per share amounts
|
||||||||
Net retail sales
|
|
$
|
10,307
|
|
|
10,018
|
|
|
9,616
|
|
Service and other revenue, net
|
|
945
|
|
|
36
|
|
|
—
|
|
|
Total revenue, net
|
|
11,252
|
|
|
10,054
|
|
|
9,616
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||
Cost of retail sales (exclusive of depreciation shown separately below)
|
|
6,602
|
|
|
6,396
|
|
|
6,114
|
|
|
Operating expense, including stock-based compensation (note 3)
|
|
1,029
|
|
|
840
|
|
|
866
|
|
|
Selling, general and administrative, including stock-based compensation (note 3)
|
|
1,525
|
|
|
1,009
|
|
|
862
|
|
|
Depreciation and amortization
|
|
943
|
|
|
609
|
|
|
641
|
|
|
Impairment of intangible assets
|
|
33
|
|
|
92
|
|
|
—
|
|
|
|
|
10,132
|
|
|
8,946
|
|
|
8,483
|
|
|
Operating income
|
|
1,120
|
|
|
1,108
|
|
|
1,133
|
|
|
Other income (expense):
|
|
|
|
|
|
|
||||
Interest expense
|
|
(373
|
)
|
|
(432
|
)
|
|
(427
|
)
|
|
Share of earnings (losses) of affiliates, net (note 9)
|
|
33
|
|
|
85
|
|
|
140
|
|
|
Realized and unrealized gains (losses) on financial instruments, net (note 7)
|
|
(22
|
)
|
|
(351
|
)
|
|
84
|
|
|
Gains (losses) on transactions, net (note 5)
|
|
(2
|
)
|
|
1,531
|
|
|
—
|
|
|
Other, net
|
|
(46
|
)
|
|
44
|
|
|
9
|
|
|
|
|
(410
|
)
|
|
877
|
|
|
(194
|
)
|
|
Earnings (loss) from continuing operations before income taxes
|
|
710
|
|
|
1,985
|
|
|
939
|
|
|
Income tax (expense) benefit (note 12)
|
|
(130
|
)
|
|
(394
|
)
|
|
(352
|
)
|
|
Earnings (loss) from continuing operations
|
|
580
|
|
|
1,591
|
|
|
587
|
|
|
Earnings (loss) from discontinued operations, net of taxes (note 6)
|
|
—
|
|
|
—
|
|
|
378
|
|
|
Net earnings (loss)
|
|
580
|
|
|
1,591
|
|
|
965
|
|
|
Less net earnings (loss) attributable to the noncontrolling interests
|
|
79
|
|
|
61
|
|
|
53
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
|
$
|
501
|
|
|
1,530
|
|
|
912
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders:
|
|
|
|
|
|
|
||||
Liberty Capital common stock
|
|
NA
|
|
|
NA
|
|
|
211
|
|
|
Liberty Starz common stock
|
|
NA
|
|
|
NA
|
|
|
177
|
|
|
Liberty Interactive Corporation common stock
|
|
NA
|
|
|
294
|
|
|
524
|
|
|
Liberty Interactive common stock
|
|
438
|
|
|
212
|
|
|
NA
|
|
|
Liberty Ventures common stock
|
|
63
|
|
|
1,024
|
|
|
NA
|
|
|
|
|
$
|
501
|
|
|
1,530
|
|
|
912
|
|
|
|
|
|
|
|
|
LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations (Continued)
Years ended December 31, 2013, 2012 and 2011
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
Basic net earnings (loss) from continuing operations attributable to Liberty Interactive Corporation shareholders per common share (note 3):
|
|
|
|
|
|
|
||||
Series A and Series B Liberty Capital common stock
|
|
NA
|
|
|
NA
|
|
|
0.12
|
|
|
Series A and Series B Liberty Interactive Corporation common stock
|
|
NA
|
|
|
0.53
|
|
|
0.88
|
|
|
Series A and Series B Liberty Interactive common stock
|
|
$
|
0.84
|
|
|
0.39
|
|
|
NA
|
|
Series A and Series B Liberty Ventures common stock
|
|
$
|
1.70
|
|
|
31.03
|
|
|
NA
|
|
Diluted net earnings (loss) from continuing operations attributable to Liberty Interactive Corporation shareholders per common share (note 3):
|
|
|
|
|
|
|
||||
Series A and Series B Liberty Capital common stock
|
|
NA
|
|
|
NA
|
|
|
0.12
|
|
|
Series A and Series B Liberty Interactive Corporation common stock
|
|
NA
|
|
|
0.52
|
|
|
0.87
|
|
|
Series A and Series B Liberty Interactive common stock
|
|
$
|
0.83
|
|
|
0.38
|
|
|
NA
|
|
Series A and Series B Liberty Ventures common stock
|
|
$
|
1.70
|
|
|
31.03
|
|
|
NA
|
|
Basic net earnings (loss) attributable to Liberty Interactive Corporation shareholders per common share (note 3):
|
|
|
|
|
|
|
||||
Series A and Series B Liberty Capital common stock
|
|
NA
|
|
|
NA
|
|
|
2.60
|
|
|
Series A and Series B Liberty Starz common stock
|
|
NA
|
|
|
NA
|
|
|
3.47
|
|
|
Series A and Series B Liberty Interactive Corporation common stock
|
|
NA
|
|
|
0.53
|
|
|
0.88
|
|
|
Series A and Series B Liberty Interactive common stock
|
|
$
|
0.84
|
|
|
0.39
|
|
|
NA
|
|
Series A and Series B Liberty Ventures common stock
|
|
$
|
1.70
|
|
|
31.03
|
|
|
NA
|
|
Diluted net earnings (loss) attributable to Liberty Interactive Corporation shareholders per common share (note 3):
|
|
|
|
|
|
|
||||
Series A and Series B Liberty Capital common stock
|
|
NA
|
|
|
NA
|
|
|
2.54
|
|
|
Series A and Series B Liberty Starz common stock
|
|
NA
|
|
|
NA
|
|
|
3.34
|
|
|
Series A and Series B Liberty Interactive Corporation common stock
|
|
NA
|
|
|
0.52
|
|
|
0.87
|
|
|
Series A and Series B Liberty Interactive common stock
|
|
$
|
0.83
|
|
|
0.38
|
|
|
NA
|
|
Series A and Series B Liberty Ventures common stock
|
|
$
|
1.70
|
|
|
31.03
|
|
|
NA
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
|||||||||
Net earnings (loss)
|
|
$
|
580
|
|
|
1,591
|
|
|
965
|
|
Other comprehensive earnings (loss), net of taxes:
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(76
|
)
|
|
(25
|
)
|
|
(11
|
)
|
|
Share of other comprehensive earnings (loss) of equity affiliates
|
|
2
|
|
|
3
|
|
|
(2
|
)
|
|
Other comprehensive earnings (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
Other comprehensive earnings (loss)
|
|
(74
|
)
|
|
(22
|
)
|
|
(39
|
)
|
|
Comprehensive earnings (loss)
|
|
506
|
|
|
1,569
|
|
|
926
|
|
|
Less comprehensive earnings (loss) attributable to the noncontrolling interests
|
|
54
|
|
|
43
|
|
|
57
|
|
|
Comprehensive earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
|
$
|
452
|
|
|
1,526
|
|
|
869
|
|
Comprehensive earnings (loss) attributable to Liberty Interactive Corporation shareholders:
|
|
|
|
|
|
|
||||
Liberty Capital common stock
|
|
NA
|
|
|
NA
|
|
|
189
|
|
|
Liberty Starz common stock
|
|
NA
|
|
|
NA
|
|
|
173
|
|
|
Liberty Interactive Corporation common stock
|
|
NA
|
|
|
277
|
|
|
507
|
|
|
Liberty Interactive common stock
|
|
$
|
387
|
|
|
222
|
|
|
NA
|
|
Liberty Ventures common stock
|
|
65
|
|
|
1,027
|
|
|
NA
|
|
|
|
|
$
|
452
|
|
|
1,526
|
|
|
869
|
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions (See note 4)
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net earnings (loss)
|
$
|
580
|
|
|
1,591
|
|
|
965
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||
(Earnings) loss from discontinued operations
|
—
|
|
|
—
|
|
|
(378
|
)
|
|
Depreciation and amortization
|
943
|
|
|
609
|
|
|
641
|
|
|
Stock-based compensation
|
178
|
|
|
91
|
|
|
49
|
|
|
Cash payments for stock-based compensation
|
(10
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
Excess tax benefit from stock-based compensation
|
(23
|
)
|
|
(64
|
)
|
|
(19
|
)
|
|
Noncash interest expense
|
13
|
|
|
9
|
|
|
9
|
|
|
Share of (earnings) losses of affiliates, net
|
(33
|
)
|
|
(85
|
)
|
|
(140
|
)
|
|
Cash receipts from returns on equity investments
|
35
|
|
|
45
|
|
|
22
|
|
|
Realized and unrealized (gains) losses on financial instruments, net
|
22
|
|
|
351
|
|
|
(84
|
)
|
|
(Gains) losses on transactions, net
|
2
|
|
|
(1,531
|
)
|
|
—
|
|
|
(Gains) losses on extinguishment of debt
|
57
|
|
|
—
|
|
|
—
|
|
|
Impairment of intangible assets
|
33
|
|
|
92
|
|
|
—
|
|
|
Deferred income tax expense (benefit)
|
(136
|
)
|
|
13
|
|
|
44
|
|
|
Other noncash charges (credits), net
|
(2
|
)
|
|
(30
|
)
|
|
(5
|
)
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
||||
Current and other assets
|
(81
|
)
|
|
(70
|
)
|
|
(174
|
)
|
|
Payables and other liabilities
|
(218
|
)
|
|
423
|
|
|
(27
|
)
|
|
Net cash provided (used) by operating activities
|
1,360
|
|
|
1,432
|
|
|
900
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||
Cash proceeds from dispositions
|
1,137
|
|
|
1,030
|
|
|
—
|
|
|
Proceeds (payments) from settlement of financial instruments, net
|
—
|
|
|
(258
|
)
|
|
—
|
|
|
Investment in and loans to cost and equity investees
|
(384
|
)
|
|
(236
|
)
|
|
(65
|
)
|
|
Capital expended for property and equipment
|
(352
|
)
|
|
(339
|
)
|
|
(312
|
)
|
|
Cash (paid) for acquisitions, net of cash acquired
|
(58
|
)
|
|
28
|
|
|
(14
|
)
|
|
Purchases of short term investments and other marketable securities
|
(1,391
|
)
|
|
(76
|
)
|
|
(251
|
)
|
|
Sales of short term investments and other marketable securities
|
726
|
|
|
46
|
|
|
205
|
|
|
Other investing activities, net
|
(38
|
)
|
|
(42
|
)
|
|
—
|
|
|
Net cash provided (used) by investing activities
|
(360
|
)
|
|
153
|
|
|
(437
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||
Borrowings of debt
|
4,373
|
|
|
2,316
|
|
|
383
|
|
|
Repayments of debt
|
(5,474
|
)
|
|
(1,512
|
)
|
|
(899
|
)
|
|
Repurchases of Liberty Interactive common stock
|
(1,089
|
)
|
|
(815
|
)
|
|
(366
|
)
|
|
Shares repurchased by subsidiary
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
Shares issued by subsidiary
|
27
|
|
|
—
|
|
|
—
|
|
|
Proceeds from rights offering
|
—
|
|
|
328
|
|
|
—
|
|
|
Taxes paid in lieu of shares issued for stock-based compensation
|
(38
|
)
|
|
(128
|
)
|
|
(5
|
)
|
|
Excess tax benefit from stock-based compensation
|
23
|
|
|
64
|
|
|
19
|
|
|
Other financing activities, net
|
(57
|
)
|
|
(5
|
)
|
|
(48
|
)
|
|
Net cash provided (used) by financing activities
|
(2,380
|
)
|
|
248
|
|
|
(916
|
)
|
|
Effect of foreign currency exchange rates on cash
|
(24
|
)
|
|
(20
|
)
|
|
(4
|
)
|
|
Net cash provided (used) by discontinued operations:
|
|
|
|
|
|
||||
Cash provided (used) by operating activities
|
—
|
|
|
—
|
|
|
304
|
|
|
Cash provided (used) by investing activities
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
Cash provided (used) by financing activities
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
Change in available cash held by discontinued operations
|
—
|
|
|
—
|
|
|
15
|
|
|
Net cash provided (used) by discontinued operations
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(1,404
|
)
|
|
1,813
|
|
|
(506
|
)
|
|
Cash and cash equivalents at beginning of period
|
2,660
|
|
|
847
|
|
|
1,353
|
|
|
Cash and cash equivalents at end of period
|
$
|
1,256
|
|
|
2,660
|
|
|
847
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
Liberty
Capital
|
|
Liberty
Starz
|
|
Liberty
Interactive
|
|
Liberty Ventures
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
Accumulated other comprehensive earnings
|
|
|
|
Noncontrolling interest in equity of subsidiaries
|
|
|
||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Additional paid-in capital
|
|
|
Retained Earnings
|
|
|
Total equity
|
|||||||||||||||||
|
amounts in millions
|
|||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2011
|
$
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,338
|
|
|
226
|
|
|
2,742
|
|
|
129
|
|
|
11,442
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
912
|
|
|
53
|
|
|
965
|
|
|
Other comprehensive earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
4
|
|
|
(39
|
)
|
|
Stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
Minimum withholding taxes on net share settlements of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
Stock issued upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
Series A Liberty Starz stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(366
|
)
|
|
Series A Liberty Capital stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
(67
|
)
|
|
Sale of noncontrolling interest, net of tax impacts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(106
|
)
|
|
Split-off of Liberty Media Corporation (note 6)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,110
|
)
|
|
(31
|
)
|
|
—
|
|
|
5
|
|
|
(5,137
|
)
|
|
Transfer of tax attributes from Liberty Media
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
Balance at December 31, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,681
|
|
|
152
|
|
|
3,654
|
|
|
134
|
|
|
6,627
|
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,530
|
|
|
61
|
|
|
1,591
|
|
|
Other comprehensive earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(18
|
)
|
|
(22
|
)
|
|
Stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
Minimum withholding taxes on net share settlements of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
Stock issued upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
Liberty
Capital
|
|
Liberty
Starz
|
|
Liberty
Interactive
|
|
Liberty Ventures
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
Accumulated other comprehensive earnings
|
|
|
|
Noncontrolling interest in equity of subsidiaries
|
|
|
||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Additional paid-in capital
|
|
|
Retained Earnings
|
|
|
Total equity
|
|||||||||||||||||
|
amounts in millions
|
|||||||||||||||||||||||||||||||||||||||||
Series A Liberty Interactive stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(814
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(815
|
)
|
|
Series A Liberty Ventures stock issued for rights offering
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
328
|
|
|
Noncontrolling interest recognized with acquisition of a controlling interest in a subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,341
|
|
|
4,341
|
|
|
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
Balance at December 31, 2012
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,225
|
|
|
148
|
|
|
5,184
|
|
|
4,489
|
|
|
12,051
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501
|
|
|
79
|
|
|
580
|
|
|
Other comprehensive earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(25
|
)
|
|
(74
|
)
|
|
Stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
142
|
|
|
Minimum withholding taxes on net share settlements of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
Stock issued upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
Series A Liberty Interactive stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,089
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,089
|
)
|
|
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|
Shares repurchased by subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
(145
|
)
|
|
Shares issued by subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
34
|
|
|
27
|
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
Balance at December 31, 2013
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
99
|
|
|
5,685
|
|
|
4,499
|
|
|
11,435
|
|
(1)
|
Basis of Presentation
|
|
Balance
|
|
Additions
|
|
|
|
Balance
|
||||||||
|
beginning
|
|
Charged
|
|
|
|
Deductions-
|
|
end of
|
||||||
|
of year
|
|
to expense
|
|
Other
|
|
write-offs
|
|
year
|
||||||
|
amounts in millions
|
||||||||||||||
2013
|
$
|
79
|
|
|
83
|
|
|
—
|
|
|
(73
|
)
|
|
89
|
|
2012
|
$
|
80
|
|
|
75
|
|
|
5
|
|
|
(81
|
)
|
|
79
|
|
2011
|
$
|
67
|
|
|
68
|
|
|
—
|
|
|
(55
|
)
|
|
80
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|||
|
|
amounts in millions
|
|||||
Land
|
$
|
91
|
|
|
100
|
|
|
Buildings and improvements
|
1,022
|
|
|
909
|
|
||
Support equipment
|
1,058
|
|
|
948
|
|
||
Projects in progress
|
85
|
|
|
213
|
|
||
|
Total property and equipment
|
$
|
2,256
|
|
|
2,170
|
|
|
Year ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Operating expense
|
$
|
26
|
|
|
—
|
|
|
—
|
|
Selling, general and administrative
|
152
|
|
|
91
|
|
|
49
|
|
|
|
$
|
178
|
|
|
91
|
|
|
49
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Cash paid for acquisitions:
|
|
|
|
|
|
||||
Fair value of assets acquired
|
$
|
9
|
|
|
362
|
|
|
3
|
|
Intangibles not subject to amortization
|
41
|
|
|
5,494
|
|
|
10
|
|
|
Intangibles subject to amortization
|
21
|
|
|
1,235
|
|
|
3
|
|
|
Net liabilities assumed
|
(25
|
)
|
|
(587
|
)
|
|
(3
|
)
|
|
Deferred tax assets (liabilities)
|
12
|
|
|
(1,199
|
)
|
|
1
|
|
|
Other
|
—
|
|
|
12
|
|
|
—
|
|
|
Fair value of previously held ownership interest
|
—
|
|
|
(1,004
|
)
|
|
—
|
|
|
Noncontrolling interest
|
—
|
|
|
(4,341
|
)
|
|
—
|
|
|
Cash paid for acquisitions, net of cash (acquired)
|
$
|
58
|
|
|
(28
|
)
|
|
14
|
|
|
|
|
|
|
|
||||
Cash paid for interest
|
$
|
371
|
|
|
411
|
|
|
426
|
|
|
|
|
|
|
|
||||
Cash paid for income taxes
|
$
|
460
|
|
|
151
|
|
|
370
|
|
|
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
|
|
|
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
|
|
(6)
|
Discontinued Operations
|
|
Year ended December 31, 2011
|
||
Revenue
|
$
|
2,008
|
|
Earnings (loss) before income taxes
|
$
|
628
|
|
|
|
Year ended December 31, 2011
|
|
Basic earnings (loss) from discontinued operations attributable to Liberty shareholders per common share (note 3):
|
|
|
|
Series A and Series B Liberty Capital common stock
|
|
2.48
|
|
Series A and Series B Liberty Starz common stock
|
|
3.47
|
|
Diluted earnings (loss) from discontinued operations attributable to Liberty shareholders per common share (note 3):
|
|
|
|
Series A and Series B Liberty Capital common stock
|
|
2.42
|
|
Series A and Series B Liberty Starz common stock
|
|
3.34
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||||||||||
Description
|
Total
|
|
Quoted prices
in active markets
for identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Total
|
|
Quoted prices
in active markets
for identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|||||||
|
amounts in millions
|
|||||||||||||||||
Cash equivalents
|
$
|
918
|
|
|
918
|
|
|
—
|
|
|
2,316
|
|
|
2,305
|
|
|
11
|
|
Short term marketable securities
|
$
|
543
|
|
|
62
|
|
|
481
|
|
|
186
|
|
|
—
|
|
|
186
|
|
Available-for-sale securities
|
$
|
1,497
|
|
|
1,047
|
|
|
450
|
|
|
1,815
|
|
|
1,668
|
|
|
147
|
|
Debt
|
$
|
2,355
|
|
|
—
|
|
|
2,355
|
|
|
2,930
|
|
|
—
|
|
|
2,930
|
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
|||||||||
Fair Value Option Securities
|
|
$
|
514
|
|
|
470
|
|
|
55
|
|
Exchangeable senior debentures
|
|
(553
|
)
|
|
(602
|
)
|
|
(46
|
)
|
|
Other financial instruments
|
|
17
|
|
|
(219
|
)
|
|
75
|
|
|
|
|
$
|
(22
|
)
|
|
(351
|
)
|
|
84
|
|
|
December 31, 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)
|
$
|
306
|
|
|
1,042
|
|
Time Warner Cable Inc.
|
741
|
|
|
531
|
|
|
Other AFS investments (1)
|
262
|
|
|
143
|
|
|
TripAdvisor AFS Securities
|
188
|
|
|
99
|
|
|
Total attributed Ventures Group
|
1,497
|
|
|
1,815
|
|
|
Consolidated Liberty
|
$
|
1,501
|
|
|
1,819
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
Percentage
ownership
|
|
Market
value
|
|
Carrying
amount
|
|
Carrying
amount
|
||||||
|
|
|
dollars in millions
|
||||||||||
Interactive Group
|
|
|
|
|
|
|
|
||||||
HSN, Inc.(3)
|
38
|
%
|
|
$
|
1,247
|
|
|
$
|
293
|
|
|
242
|
|
Other
|
various
|
|
|
N/A
|
|
|
50
|
|
|
62
|
|
||
Total Interactive Group
|
|
|
|
|
|
|
343
|
|
|
304
|
|
||
Ventures Group
|
|
|
|
|
|
|
|
||||||
Expedia (2)(3)
|
18
|
%
|
|
$
|
1,608
|
|
|
477
|
|
|
431
|
|
|
Other (4)
|
various
|
|
|
N/A
|
|
|
417
|
|
|
116
|
|
||
Total Ventures Group
|
|
|
|
|
894
|
|
|
547
|
|
||||
Consolidated Liberty
|
|
|
|
|
$
|
1,237
|
|
|
851
|
|
|
|
Years ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
|||||||||
Interactive Group
|
|
|
|
|
|
|
||||
HSN, Inc.
|
|
$
|
61
|
|
|
40
|
|
|
38
|
|
Other
|
|
(13
|
)
|
|
(12
|
)
|
|
(15
|
)
|
|
Total Interactive Group
|
|
48
|
|
|
28
|
|
|
23
|
|
|
Ventures Group
|
|
|
|
|
|
|
||||
Expedia, Inc. (1)(2)
|
|
31
|
|
|
67
|
|
|
119
|
|
|
TripAdvisor (1)(4)
|
|
NA
|
|
|
38
|
|
|
NA
|
|
|
Other (5)
|
|
(46
|
)
|
|
(48
|
)
|
|
(2
|
)
|
|
Total Ventures Group
|
|
(15
|
)
|
|
57
|
|
|
117
|
|
|
Consolidated Liberty
|
|
$
|
33
|
|
|
85
|
|
|
140
|
|
(1)
|
During the fourth quarter of 2011 Expedia, Inc. completed the pro-rata split-off of TripAdvisor, a wholly owned subsidiary. Therefore, the Company had a
26%
ownership interest in each of Expedia, Inc. and TripAdvisor as of December 31, 2011.
|
(2)
|
Liberty entered into a forward sales contract on
12 million
shares of Expedia common stock in March 2012 at a per share forward price of
$34.316
. The forward contract was settled in October 2012 for total cash proceeds of
$412 million
and the
12 million
shares of Expedia common stock, previously held as collateral, were released to the counterparty. In the fourth quarter of 2012, when the forward contract settled, the difference between the fair value of the Expedia shares and the carrying value of the shares (
$443 million
) was recognized in the gain (loss) on transactions, net line item in the statement of operations.
Liberty owns an approximate
18%
equity interest and
58%
voting interest in Expedia. Liberty has entered into governance arrangements pursuant to which Mr. Barry Diller, Chairman of the Board and Senior Executive Officer of Expedia, may vote its interests of Expedia, subject to certain limitations. Additionally, through our governance arrangements with Mr. Diller, we have the right to appoint and have appointed 20% of the members of Expedia's board of directors, which is currently comprised of 10 members. Therefore, we determined based on these arrangements that we have significant influence and have accounted for the investment as an equity method affiliate.
|
(3)
|
During the years ended December 31, 2013 and 2012, Expedia, Inc. paid dividends aggregating
$13 million
and
$23 million
, respectively, and HSN, Inc. paid dividends of
$16 million
during the year ended December 31, 2013 which were recorded as reductions to the investment balances.
|
(4)
|
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 (an additional
4%
equity ownership interest) for
$300 million
and obtained voting control of TripAdvisor, see note 5 for additional details of the fourth quarter transaction with TripAdvisor.
|
(5)
|
Liberty invested
$300 million
in a solar energy plant during 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. The Company expects to record its share of losses of the solar plant 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.
|
|
September 30, 2013
|
|
September 30,
2012 |
|||
|
amounts in millions
|
|||||
Current assets
|
$
|
773
|
|
|
776
|
|
Property and equipment, net
|
171
|
|
|
159
|
|
|
Goodwill
|
10
|
|
|
10
|
|
|
Intangible assets
|
266
|
|
|
267
|
|
|
Other assets
|
6
|
|
|
7
|
|
|
Total assets
|
$
|
1,226
|
|
|
1,219
|
|
Current liabilities
|
$
|
412
|
|
|
411
|
|
Deferred income taxes
|
90
|
|
|
76
|
|
|
Long-term debt
|
231
|
|
|
244
|
|
|
Other liabilities
|
11
|
|
|
15
|
|
|
Equity
|
482
|
|
|
473
|
|
|
Total liabilities and equity
|
$
|
1,226
|
|
|
1,219
|
|
|
Trailing twelve months ended September 30,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Revenue
|
$
|
3,367
|
|
|
3,206
|
|
|
2,949
|
|
Cost of revenue
|
(2,152
|
)
|
|
(2,039
|
)
|
|
(1,865
|
)
|
|
Gross profit
|
1,215
|
|
|
1,167
|
|
|
1,084
|
|
|
Selling, general and administrative expenses
|
(898
|
)
|
|
(877
|
)
|
|
(816
|
)
|
|
Amortization
|
(40
|
)
|
|
(38
|
)
|
|
(35
|
)
|
|
Operating income
|
277
|
|
|
252
|
|
|
233
|
|
|
Interest expense
|
(7
|
)
|
|
(27
|
)
|
|
(32
|
)
|
|
Other income (expense), net
|
1
|
|
|
(18
|
)
|
|
—
|
|
|
Income tax (expense) benefit
|
(98
|
)
|
|
(78
|
)
|
|
(79
|
)
|
|
Income (loss) from continuing operations
|
173
|
|
|
129
|
|
|
122
|
|
|
Discontinued operations, net of tax
|
1
|
|
|
(8
|
)
|
|
(5
|
)
|
|
Net earnings (loss) attributable to HSN shareholders
|
$
|
174
|
|
|
121
|
|
|
117
|
|
|
QVC
|
|
E-commerce
|
|
TripAdvisor
|
|
Total
|
|||||
|
amounts in millions
|
|||||||||||
Balance at January 1, 2012
|
$
|
5,354
|
|
|
624
|
|
|
—
|
|
|
5,978
|
|
Acquisitions
|
21
|
|
|
19
|
|
|
3,649
|
|
|
3,689
|
|
|
Impairments
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
|
Foreign currency translation adjustments
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
Other
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
Balance at December 31, 2012
|
$
|
5,349
|
|
|
558
|
|
|
3,649
|
|
|
9,556
|
|
Foreign currency translation adjustments
|
(37
|
)
|
|
—
|
|
|
3
|
|
|
(34
|
)
|
|
Acquisitions
|
—
|
|
|
7
|
|
|
28
|
|
|
35
|
|
|
Impairments
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
Purchase price allocation adjustments (note 5)
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
(220
|
)
|
|
Balance at December 31, 2013
|
$
|
5,312
|
|
|
560
|
|
|
3,460
|
|
|
9,332
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||||||||||
|
Gross
|
|
|
|
Net
|
|
Gross
|
|
|
|
Net
|
|||||||
|
carrying
|
|
Accumulated
|
|
carrying
|
|
carrying
|
|
Accumulated
|
|
carrying
|
|||||||
|
amount
|
|
amortization
|
|
amount
|
|
amount
|
|
amortization
|
|
amount
|
|||||||
|
amounts in millions
|
|||||||||||||||||
Television distribution rights
|
$
|
2,324
|
|
|
(1,700
|
)
|
|
624
|
|
|
2,304
|
|
|
(1,540
|
)
|
|
764
|
|
Customer relationships
|
3,612
|
|
|
(2,198
|
)
|
|
1,414
|
|
|
3,630
|
|
|
(1,761
|
)
|
|
1,869
|
|
|
Other
|
1,032
|
|
|
(578
|
)
|
|
454
|
|
|
943
|
|
|
(459
|
)
|
|
484
|
|
|
Total
|
$
|
6,968
|
|
|
(4,476
|
)
|
|
2,492
|
|
|
6,877
|
|
|
(3,760
|
)
|
|
3,117
|
|
2014
|
$
|
747
|
|
2015
|
$
|
650
|
|
2016
|
$
|
539
|
|
2017
|
$
|
366
|
|
2018
|
$
|
81
|
|
|
|
Outstanding principal December 31, 2013
|
|
Carrying value
|
|||||||
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||
|
|
amounts in millions
|
|||||||||
Interactive Group
|
|
|
|
|
|
||||||
Corporate level notes and debentures
|
|
|
|
|
|
||||||
|
5.7% Senior Notes due 2013
|
$
|
—
|
|
|
—
|
|
|
240
|
|
|
|
8.5% Senior Debentures due 2029
|
287
|
|
|
285
|
|
|
285
|
|
||
|
8.25% Senior Debentures due 2030
|
504
|
|
|
501
|
|
|
501
|
|
||
|
1% Exchangeable Senior Debentures due 2043
|
400
|
|
|
423
|
|
|
—
|
|
||
Subsidiary level notes and facilities
|
|
|
|
|
|
||||||
|
QVC 7.125% Senior Secured Notes due 2017
|
—
|
|
|
—
|
|
|
500
|
|
||
|
QVC 7.5% Senior Secured Notes due 2019
|
769
|
|
|
761
|
|
|
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
|
922
|
|
|
922
|
|
|
903
|
|
||
|
Other subsidiary debt
|
141
|
|
|
141
|
|
|
125
|
|
||
Total Interactive Group
|
$
|
5,073
|
|
|
5,083
|
|
|
4,542
|
|
||
Ventures Group
|
|
|
|
|
|
||||||
Corporate level debentures
|
|
|
|
|
|
||||||
|
3.125% Exchangeable Senior Debentures due 2023
|
$
|
—
|
|
|
—
|
|
|
1,639
|
|
|
|
4% Exchangeable Senior Debentures due 2029
|
439
|
|
|
284
|
|
|
311
|
|
||
|
3.75% Exchangeable Senior Debentures due 2030
|
439
|
|
|
270
|
|
|
297
|
|
||
|
3.5% Exchangeable Senior Debentures due 2031
|
363
|
|
|
316
|
|
|
292
|
|
||
|
3.25% Exchangeable Senior Debentures due 2031
|
—
|
|
|
—
|
|
|
391
|
|
||
|
0.75% Exchangeable Senior Debentures due 2043
|
850
|
|
|
1,062
|
|
|
—
|
|
||
Subsidiary level facilities
|
|
|
|
|
|
||||||
|
TripAdvisor Debt Facilities
|
369
|
|
|
369
|
|
|
412
|
|
||
Total Ventures Group
|
$
|
2,460
|
|
|
2,301
|
|
|
3,342
|
|
||
|
Total consolidated Liberty debt
|
$
|
7,533
|
|
|
7,384
|
|
|
7,884
|
|
|
|
Less debt classified as current
|
|
|
|
(978
|
)
|
|
(1,638
|
)
|
||
|
Total long-term debt
|
|
|
|
$
|
6,406
|
|
|
6,246
|
|
2014
|
$
|
118
|
|
2015
|
$
|
62
|
|
2016
|
$
|
282
|
|
2017
|
$
|
43
|
|
2018
|
$
|
946
|
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
Senior notes
|
$
|
—
|
|
|
244
|
|
Senior debentures
|
$
|
845
|
|
|
849
|
|
QVC senior secured notes
|
$
|
2,861
|
|
|
2,723
|
|
(12)
|
Income Taxes
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Current:
|
|
|
|
|
|
||||
Federal
|
$
|
(128
|
)
|
|
(214
|
)
|
|
(156
|
)
|
State and local
|
(36
|
)
|
|
(27
|
)
|
|
(32
|
)
|
|
Foreign
|
(102
|
)
|
|
(140
|
)
|
|
(120
|
)
|
|
|
$
|
(266
|
)
|
|
(381
|
)
|
|
(308
|
)
|
Deferred:
|
|
|
|
|
|
||||
Federal
|
$
|
(11
|
)
|
|
(31
|
)
|
|
(42
|
)
|
State and local
|
122
|
|
|
11
|
|
|
(6
|
)
|
|
Foreign
|
25
|
|
|
7
|
|
|
4
|
|
|
|
136
|
|
|
(13
|
)
|
|
(44
|
)
|
|
Income tax benefit (expense)
|
$
|
(130
|
)
|
|
(394
|
)
|
|
(352
|
)
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Computed expected tax benefit (expense)
|
$
|
(249
|
)
|
|
(695
|
)
|
|
(329
|
)
|
Consolidation of previously held equity method affiliate
|
—
|
|
|
294
|
|
|
—
|
|
|
State and local income taxes, net of federal income taxes
|
(17
|
)
|
|
(11
|
)
|
|
(22
|
)
|
|
Foreign taxes, net of foreign tax credits
|
8
|
|
|
5
|
|
|
(3
|
)
|
|
Impairment of intangibles not deductible for tax purposes
|
(2
|
)
|
|
(29
|
)
|
|
—
|
|
|
Dividends received deductions
|
9
|
|
|
13
|
|
|
5
|
|
|
Alternative energy tax credits
|
58
|
|
|
48
|
|
|
3
|
|
|
Change in valuation allowance affecting tax expense
|
(32
|
)
|
|
(8
|
)
|
|
(15
|
)
|
|
Impact of change in state rate on deferred taxes
|
112
|
|
|
—
|
|
|
—
|
|
|
Other, net
|
(17
|
)
|
|
(11
|
)
|
|
9
|
|
|
Income tax benefit (expense)
|
$
|
(130
|
)
|
|
(394
|
)
|
|
(352
|
)
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Deferred tax assets:
|
|
|
|
|||
Net operating and capital loss carryforwards
|
$
|
102
|
|
|
110
|
|
Foreign tax credit carryforwards
|
129
|
|
|
87
|
|
|
Accrued stock compensation
|
54
|
|
|
32
|
|
|
Other accrued liabilities
|
85
|
|
|
80
|
|
|
Other future deductible amounts
|
128
|
|
|
120
|
|
|
Deferred tax assets
|
498
|
|
|
429
|
|
|
Valuation allowance
|
(68
|
)
|
|
(52
|
)
|
|
Net deferred tax assets
|
430
|
|
|
377
|
|
|
|
|
|
|
|||
Deferred tax liabilities:
|
|
|
|
|||
Investments
|
569
|
|
|
492
|
|
|
Intangible assets
|
2,281
|
|
|
2,751
|
|
|
Discount on exchangeable debentures
|
958
|
|
|
890
|
|
|
Deferred gain on debt retirements
|
313
|
|
|
321
|
|
|
Other
|
73
|
|
|
44
|
|
|
Deferred tax liabilities
|
4,194
|
|
|
4,498
|
|
|
Net deferred tax liabilities
|
$
|
3,764
|
|
|
4,121
|
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Current deferred tax asset of TripAdvisor (1)
|
(5
|
)
|
|
—
|
|
|
Current deferred tax liabilities
|
925
|
|
|
912
|
|
|
Long-term deferred tax liabilities
|
2,844
|
|
|
3,209
|
|
|
Net deferred tax liabilities
|
$
|
3,764
|
|
|
4,121
|
|
|
Years ended December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Balance at beginning of year
|
$
|
146
|
|
|
123
|
|
Additions based on tax positions related to the current year
|
31
|
|
|
12
|
|
|
Additions for tax positions of prior years
|
5
|
|
|
2
|
|
|
Reductions for tax positions of prior years
|
(7
|
)
|
|
(4
|
)
|
|
Acquisition of TripAdvisor
|
—
|
|
|
24
|
|
|
Lapse of statute and settlements
|
(15
|
)
|
|
(11
|
)
|
|
Balance at end of year
|
$
|
160
|
|
|
146
|
|
•
|
with respect to each vested Eligible Option, the Company granted the Eligible Optionholder a vested new option with substantially the same terms and conditions as the exercised vested Eligible Option;
|
•
|
and with respect to each unvested Eligible Option:
|
◦
|
the Eligible Optionholder sold to the Company, for cash, the shares of LINTA or LVNTA, as applicable, received upon exercise of such unvested Eligible Option and used the proceeds of that sale to purchase from the Company an equal number of restricted LINTA or LVNTA shares, as applicable, which have a vesting schedule identical to that of the exercised unvested Eligible Option; and
|
◦
|
the Company granted the Eligible Optionholder an unvested new option, with substantially the same terms and conditions as the exercised unvested Eligible Option, except that (a) the number of shares underlying the new option is equal to the number of shares underlying such exercised unvested Eligible Option less the number of restricted shares purchased from the Company as described above and (b) the exercise price of the new option is the closing price per LINTA or LVNTA share, as applicable, on The Nasdaq Global Select Market on the Grant Date.
|
|
|
Volatility
|
||||
2013 grants
|
|
|
|
|||
|
Liberty Interactive options
|
38.3
|
%
|
-
|
38.7
|
%
|
|
Liberty Ventures options
|
43.7
|
%
|
-
|
49.9
|
%
|
2012 grants
|
|
|
|
|||
|
Liberty Interactive options
|
28.2
|
%
|
-
|
47.51
|
%
|
|
Liberty Ventures options
|
47.5
|
%
|
-
|
49.94
|
%
|
2011 grants
|
|
|
|
|||
|
Liberty Interactive options
|
44.8
|
%
|
-
|
47.51
|
%
|
|
Liberty Interactive
|
||||||||||||||||||||||||
|
Series A
|
|
Series B
|
||||||||||||||||||||||
|
Awards (000's)
|
|
WAEP
|
|
Weighted average remaining life
|
|
Aggregate Intrinsic Value (000's)
|
|
Awards (000's)
|
|
WAEP
|
|
Weighted average remaining life
|
|
Aggregate Intrinsic Value (000's)
|
||||||||||
Outstanding at January 1, 2013
|
33,839
|
|
|
$
|
16.92
|
|
|
|
|
|
|
432
|
|
|
$
|
17.92
|
|
|
|
|
|
||||
Granted
|
4,296
|
|
|
$
|
21.25
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Exercised
|
(6,933
|
)
|
|
$
|
15.05
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Forfeited/Cancelled/Exchanged
|
(595
|
)
|
|
$
|
15.28
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Outstanding at December 31, 2013
|
30,607
|
|
|
$
|
17.98
|
|
|
5.0 years
|
|
$
|
348,277
|
|
|
432
|
|
|
$
|
17.92
|
|
|
1.4 years
|
|
$
|
4,955
|
|
Exercisable at December 31, 2013
|
14,056
|
|
|
$
|
16.47
|
|
|
4.4 years
|
|
$
|
181,315
|
|
|
432
|
|
|
$
|
17.92
|
|
|
1.4 years
|
|
$
|
4,955
|
|
|
Liberty Ventures
|
|||||||||||||||||||||
|
Series A
|
|
Series B
|
|||||||||||||||||||
|
Awards (000's)
|
|
WAEP
|
|
Weighted average remaining life
|
|
Aggregate Intrinsic Value (000's)
|
|
Awards (000's)
|
|
WAEP
|
|
Weighted average remaining life
|
|
Aggregate Intrinsic Value (000's)
|
|||||||
Outstanding at January 1, 2013
|
1,155
|
|
|
$
|
56.26
|
|
|
|
|
|
|
22
|
|
|
46.69
|
|
|
|
|
|
||
Granted
|
7
|
|
|
$
|
116.03
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||
Exercised
|
(195
|
)
|
|
$
|
52.81
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||
Forfeited/Cancelled/Exchanged
|
(1
|
)
|
|
$
|
45.28
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||
Outstanding at December 31, 2013
|
966
|
|
|
$
|
57.42
|
|
|
5.0 years
|
|
$
|
62,981
|
|
|
22
|
|
|
46.69
|
|
|
1.4 years
|
|
$1,631
|
Exercisable at December 31, 2013
|
492
|
|
|
$
|
55.47
|
|
|
4.6 years
|
|
$
|
33,042
|
|
|
22
|
|
|
46.69
|
|
|
1.4 years
|
|
$1,631
|
(17)
|
Other Comprehensive Earnings (Loss)
|
|
Foreign
|
|
Share of
|
|
AOCI
|
|
|
|||||
|
currency
|
|
AOCI
|
|
of
|
|
|
|||||
|
translation
|
|
of equity
|
|
discontinued
|
|
|
|||||
|
adjustments
|
|
affiliates
|
|
operations
|
|
AOCI
|
|||||
|
amounts in millions
|
|||||||||||
Balance at January 1, 2011
|
$
|
173
|
|
|
(4
|
)
|
|
57
|
|
|
226
|
|
Other comprehensive earnings (loss) attributable to Liberty Interactive Corporation stockholders
|
(15
|
)
|
|
(2
|
)
|
|
(26
|
)
|
|
(43
|
)
|
|
Distribution to stockholders for split-off of Liberty Media Corporation
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
|
Balance at December 31, 2011
|
158
|
|
|
(6
|
)
|
|
—
|
|
|
152
|
|
|
Other comprehensive earnings (loss) attributable to Liberty Interactive Corporation stockholders
|
(7
|
)
|
|
3
|
|
|
—
|
|
|
(4
|
)
|
|
Balance at December 31, 2012
|
151
|
|
|
(3
|
)
|
|
—
|
|
|
148
|
|
|
Other comprehensive earnings (loss) attributable to Liberty Interactive Corporation stockholders
|
(51
|
)
|
|
2
|
|
|
—
|
|
|
(49
|
)
|
|
Balance at December 31, 2013
|
$
|
100
|
|
|
(1
|
)
|
|
—
|
|
|
99
|
|
|
|
|
Tax
|
|
|
||||
|
Before-tax
|
|
(expense)
|
|
Net-of-tax
|
||||
|
amount
|
|
benefit
|
|
amount
|
||||
|
amounts in millions
|
||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
$
|
(123
|
)
|
|
47
|
|
|
(76
|
)
|
Share of other comprehensive earnings (loss) of equity affiliates
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
Other comprehensive earnings (loss)
|
$
|
(120
|
)
|
|
46
|
|
|
(74
|
)
|
Year ended December 31, 2012:
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
$
|
(40
|
)
|
|
15
|
|
|
(25
|
)
|
Share of other comprehensive earnings (loss) of equity affiliates
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
Other comprehensive earnings (loss)
|
$
|
(35
|
)
|
|
13
|
|
|
(22
|
)
|
Year ended December 31, 2011:
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
$
|
(18
|
)
|
|
7
|
|
|
(11
|
)
|
Share of other comprehensive earnings (loss) of equity affiliates
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|
Other comprehensive earnings (loss) from discontinued operations
|
(42
|
)
|
|
16
|
|
|
(26
|
)
|
|
Other comprehensive earnings (loss)
|
$
|
(63
|
)
|
|
24
|
|
|
(39
|
)
|
•
|
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 and mobile transactions through its domestic and international websites.
|
•
|
TripAdvisor, Inc. - an online travel research company, empowering 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) and celebration offerings from invitations to costumes (Celebrate Interactive Holdings, LLC).
|
|
Years ended
|
|||||||||||||||||
|
December 31,
|
|||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||
|
Revenue
|
|
Adjusted
OIBDA
|
|
Revenue
|
|
Adjusted
OIBDA
|
|
Revenue
|
|
Adjusted
OIBDA
|
|||||||
|
amounts in millions
|
|||||||||||||||||
Interactive Group
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
QVC
|
$
|
8,623
|
|
|
1,841
|
|
|
8,516
|
|
|
1,828
|
|
|
8,268
|
|
|
1,733
|
|
E-commerce
|
1,684
|
|
|
85
|
|
|
1,502
|
|
|
96
|
|
|
1,348
|
|
|
123
|
|
|
Corporate and other
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(29
|
)
|
|
Total Interactive Group
|
10,307
|
|
|
1,906
|
|
|
10,018
|
|
|
1,897
|
|
|
9,616
|
|
|
1,827
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TripAdvisor
|
945
|
|
|
379
|
|
|
36
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
Corporate and other
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
|
Total Ventures Group
|
945
|
|
|
368
|
|
|
36
|
|
|
3
|
|
|
—
|
|
|
(4
|
)
|
|
Consolidated Liberty
|
$
|
11,252
|
|
|
2,274
|
|
|
10,054
|
|
|
1,900
|
|
|
9,616
|
|
|
1,823
|
|
|
December 31,
2013 |
|
December 31,
2012 |
|||||||||||||||
|
Total
assets
|
|
Investments
in
affiliates
|
|
Capital
expenditures
|
|
Total
assets
|
|
Investments
in
affiliates
|
|
Capital
expenditures
|
|||||||
|
amounts in millions
|
|||||||||||||||||
Interactive Group
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
QVC
|
$
|
13,031
|
|
|
51
|
|
|
217
|
|
|
13,414
|
|
|
52
|
|
|
246
|
|
E-commerce
|
1,255
|
|
|
—
|
|
|
78
|
|
|
1,488
|
|
|
9
|
|
|
91
|
|
|
Corporate and other
|
576
|
|
|
292
|
|
|
—
|
|
|
213
|
|
|
243
|
|
|
1
|
|
|
Total Interactive Group
|
14,862
|
|
|
343
|
|
|
295
|
|
|
15,115
|
|
|
304
|
|
|
338
|
|
|
Ventures Group
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TripAdvisor
|
7,061
|
|
|
—
|
|
|
57
|
|
|
7,377
|
|
|
—
|
|
|
1
|
|
|
Corporate and other
|
2,923
|
|
|
894
|
|
|
—
|
|
|
3,919
|
|
|
547
|
|
|
—
|
|
|
Total Ventures Group
|
9,984
|
|
|
894
|
|
|
57
|
|
|
11,296
|
|
|
547
|
|
|
1
|
|
|
Inter-group eliminations
|
(170
|
)
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
Consolidated Liberty
|
$
|
24,676
|
|
|
1,237
|
|
|
352
|
|
|
26,255
|
|
|
851
|
|
|
339
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Consolidated segment Adjusted OIBDA
|
$
|
2,274
|
|
|
1,900
|
|
|
1,823
|
|
Stock-based compensation
|
(178
|
)
|
|
(91
|
)
|
|
(49
|
)
|
|
Depreciation and amortization
|
(943
|
)
|
|
(609
|
)
|
|
(641
|
)
|
|
Impairment of intangible assets
|
(33
|
)
|
|
(92
|
)
|
|
—
|
|
|
Interest expense
|
(373
|
)
|
|
(432
|
)
|
|
(427
|
)
|
|
Share of earnings (loss) of affiliates, net
|
33
|
|
|
85
|
|
|
140
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(22
|
)
|
|
(351
|
)
|
|
84
|
|
|
Gains (losses) on transactions, net
|
(2
|
)
|
|
1,531
|
|
|
—
|
|
|
Other, net
|
(46
|
)
|
|
44
|
|
|
9
|
|
|
Earnings (loss) from continuing operations before income taxes
|
$
|
710
|
|
|
1,985
|
|
|
939
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
United States
|
$
|
7,872
|
|
|
7,009
|
|
|
6,670
|
|
Japan
|
1,029
|
|
|
1,251
|
|
|
1,133
|
|
|
Germany
|
971
|
|
|
957
|
|
|
1,068
|
|
|
Other foreign countries
|
1,380
|
|
|
837
|
|
|
745
|
|
|
|
$
|
11,252
|
|
|
10,054
|
|
|
9,616
|
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
United States
|
$
|
582
|
|
|
529
|
|
Japan
|
220
|
|
|
280
|
|
|
Germany
|
245
|
|
|
247
|
|
|
Other foreign countries
|
200
|
|
|
179
|
|
|
|
$
|
1,247
|
|
|
1,235
|
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|||||
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|||||
|
amounts in millions,
|
|||||||||||
|
except per share amounts
|
|||||||||||
2013:
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
2,664
|
|
|
2,647
|
|
|
2,500
|
|
|
3,441
|
|
Operating income
|
$
|
271
|
|
|
284
|
|
|
205
|
|
|
360
|
|
Earnings from continuing operations
|
$
|
53
|
|
|
150
|
|
|
131
|
|
|
246
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation stockholders:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty Interactive common stock
|
95
|
|
|
109
|
|
|
77
|
|
|
157
|
|
|
Series A and Series B Liberty Ventures common stock
|
(68
|
)
|
|
11
|
|
|
36
|
|
|
84
|
|
|
Basic net earnings (loss) attributable to Liberty Interactive Corporation stockholders per common share:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty Interactive common stock
|
$
|
0.18
|
|
|
0.21
|
|
|
0.15
|
|
|
0.31
|
|
Series A and Series B Liberty Ventures common stock
|
$
|
(1.89
|
)
|
|
0.30
|
|
|
1.00
|
|
|
2.27
|
|
Diluted net earnings (loss) attributable to Liberty Interactive Corporation stockholders per common share:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty Interactive common stock
|
$
|
0.18
|
|
|
0.21
|
|
|
0.15
|
|
|
0.31
|
|
Series A and Series B Liberty Ventures common stock
|
$
|
(1.89
|
)
|
|
0.30
|
|
|
0.97
|
|
|
2.27
|
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|||||
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|||||
|
amounts in millions,
|
|||||||||||
|
except per share amounts
|
|||||||||||
2012:
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
2,314
|
|
|
2,365
|
|
|
2,196
|
|
|
3,179
|
|
Operating income
|
$
|
258
|
|
|
290
|
|
|
189
|
|
|
371
|
|
Earnings from continuing operations
|
$
|
105
|
|
|
249
|
|
|
(26
|
)
|
|
1,263
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation stockholders:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty Interactive Corporation common stock
|
$
|
91
|
|
|
234
|
|
|
(31
|
)
|
|
NA
|
|
Series A and Series B Liberty Interactive common stock
|
NA
|
|
|
NA
|
|
|
38
|
|
|
174
|
|
|
Series A and Series B Liberty Ventures common stock
|
NA
|
|
|
NA
|
|
|
(48
|
)
|
|
1,072
|
|
|
Basic net earnings (loss) attributable to Liberty Interactive Corporation stockholders per common share:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty Interactive Corporation common stock
|
$
|
0.16
|
|
|
0.42
|
|
|
(0.06
|
)
|
|
NA
|
|
Series A and Series B Liberty Interactive common stock
|
NA
|
|
|
NA
|
|
|
0.07
|
|
|
0.32
|
|
|
Series A and Series B Liberty Ventures common stock
|
NA
|
|
|
NA
|
|
|
(1.66
|
)
|
|
30.63
|
|
|
Diluted net earnings (loss) attributable to Liberty Interactive Corporation stockholders per common share:
|
|
|
|
|
|
|
|
|||||
Series A and Series B Liberty Interactive Corporation common stock
|
$
|
0.16
|
|
|
0.42
|
|
|
(0.06
|
)
|
|
NA
|
|
Series A and Series B Liberty Interactive common stock
|
NA
|
|
|
NA
|
|
|
0.07
|
|
|
0.32
|
|
|
Series A and Series B Liberty Ventures common stock
|
NA
|
|
|
NA
|
|
|
(1.66
|
)
|
|
30.63
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
|
Page No.
|
Liberty Interactive Corporation:
|
|
Reports of Independent Registered Public Accounting Firm
|
II-25 & II-26
|
Consolidated Balance Sheets, December 31, 2013 and 2012
|
II-27
|
Consolidated Statements of Operations, Years ended December 31, 2013, 2012 and 2011
|
II-29
|
Consolidated Statements of Comprehensive Earnings (loss), Years ended December 31, 2013, 2012 and 2011
|
II-31
|
Consolidated Statements of Cash Flows, Years ended December 31, 2013, 2012 and 2011
|
II-32
|
Consolidated Statements of Equity, Years ended December 31, 2013, 2012 and 2011
|
II-33
|
Notes to Consolidated Financial Statements, December 31, 2013, 2012 and 2011
|
II-35
|
(i)
|
All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto.
|
2.1
|
Reorganization Agreement, dated as of August 30, 2011, between Liberty Interactive Corporation and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty CapStarz, Inc.)) (incorporated by reference to Exhibit 2.1 to Post-Effective Amendment No. 1 to Starz's Registration Statement on Form S-4 filed on September 23, 2011 (File No. 333-171201) (the “Starz S-4”)).
|
3.1
|
Form of Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Registrant's Form 8-A filed on August 2, 2012 (File No. 001-33982)).
|
3.2
|
Amended and Restated Bylaws of the Registrant.*
|
4.1
|
Specimen certificate for shares of the Registrant's Series A Liberty Interactive common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012 (File No. 001-33982) (the “Liberty 2011 10-K”)).
|
4.2
|
Specimen certificate for shares of the Registrant's Series B Liberty Interactive common stock, par value $.01 per share (incorporated by reference to Exhibit 4.2 to the Liberty 2011 10-K).
|
4.3
|
Specimen certificate for shares of the Registrant's Series A Liberty Ventures common stock, par value $.01 per share (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-4, as filed on April 3, 2012 (File No. 333-180543) (the “Liberty S-4”)).
|
4.4
|
Specimen certificate for shares of the Registrant's Series B Liberty Ventures common stock, par value $.01 per share (incorporated by reference to Exhibit 4.4 to the Liberty S-4).
|
4.5
|
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
|
Liberty Interactive Corporation 2000 Incentive Plan (As Amended and Restated Effective November 7, 2011) (the "2000 Incentive Plan") (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2011 filed on November 8, 2011 (File No. 001-33982) (the “Liberty 2011 10-Q”)).
|
10.2
|
Amendment to the 2000 Incentive Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.3 to the Liberty Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed on November 5, 2013) (File No. 001-33982) (the “Liberty 2013 10-Q”).
|
10.3
|
Liberty Interactive Corporation 2007 Incentive Plan (As Amended and Restated Effective November 7, 2011) (the "2007 Incentive Plan") (incorporated by reference to Exhibit 10.6 to the Liberty 2011 10-Q).
|
10.4
|
Amendment to the 2007 Incentive Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.4 to the Liberty 2013 10-Q).
|
10.5
|
Liberty Interactive Corporation 2010 Incentive Plan (As Amended and Restated Effective November 7, 2011) (the “2010 Incentive Plan”) (incorporated by reference to Exhibit 10.7 to the Liberty 2011 10-Q).
|
10.6
|
Amendment to the 2010 Incentive Plan (effective August 5, 2013) (incorporated by reference to Exhibit 10.5 to the Liberty 2013 10-Q).
|
10.7
|
Liberty Interactive Corporation 2002 Nonemployee Director Incentive Plan (As Amended and Restated Effective November 7, 2011) (the "2002 Directors Plan") (incorporated by reference to Exhibit 10.8 to the Liberty 2011 10-Q).
|
10.8
|
Amendment to the 2002 Directors Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.1 to the Liberty 2013 10-Q).
|
10.9
|
Liberty Interactive Corporation 2011 Nonemployee Director Incentive Plan (As Amended and Restated Effective November 7, 2011) (the “2011 Directors Plan”) (incorporated by reference to Exhibit 10.9 to the Liberty 2011 10-Q).
|
10.10
|
Amendment to the 2011 Directors Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.2 to the Liberty 2013 10-Q).
|
10.11
|
Form of Liberty Interactive Corporation 2012 Incentive Plan (the “2012 Incentive Plan”) (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on November 13, 2012 (File No. 333-184901)).
|
10.12
|
Amendment to the 2012 Incentive Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.6 to the Liberty 2013 10-Q).
|
10.13
|
Form of Non-Qualified Stock Option Agreement.*
|
10.14
|
Form of Restricted Stock Award Agreement.*
|
10.15
|
Form of Non-Qualified Stock Option Agreement under the 2000 Incentive Plan, the 2007 Incentive Plan and the 2010 Incentive Plan [for certain designated award recipients] (incorporated by reference to Exhibit 10.16 to the Liberty 2011 10-K).
|
10.16
|
Form of Restricted Stock Award Agreement under the 2000 Incentive Plan, the 2007 Incentive Plan and the 2010 Incentive Plan [for certain designated award recipients] (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 25, 2010 (File No. 001-33982) (the “Liberty 2009 10-K”)).
|
10.17
|
Form of Stock Appreciation Rights Agreement under the 2000 Incentive Plan and the 2007 Incentive Plan (incorporated by reference to Exhibit 10.20 to the Liberty 2009 10-K).
|
10.18
|
Form of Non-Qualified Stock Option Agreement under the 2002 Directors Plan and the 2011 Directors Plan (incorporated by reference to 10.19 to the Liberty 2011 10-K).
|
10.19
|
Form of Restricted Stock Award Agreement under the 2002 Directors Plan and the 2011 Directors Plan (incorporated by reference to 10.20 to the Liberty 2011 10-K).
|
10.20
|
Form of Stock Appreciation Rights Agreement under the 2002 Directors Plan (incorporated by reference to Exhibit 10.2 to the Liberty 2009 10-K).
|
10.21
|
Non-Qualified Stock Option Agreement under the 2007 Incentive Plan for Michael George dated March 2, 2011 (incorporated by reference to 10.22 to the Liberty 2011 10-K).
|
10.22
|
Amended and Restated Non-Qualified Stock Option Agreement under the 2000 Incentive Plan for Gregory B. Maffei (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2012 filed on August 8, 2012 (File No. 001-33982) (the “Liberty 2012 10-Q”)).
|
10.23
|
Amended and Restated Non-Qualified Stock Option Agreement under the 2007 Incentive Plan for Gregory B. Maffei (incorporated by reference to Exhibit 10.2 to the Liberty 2012 10-Q).
|
10.24
|
Employment Agreement between Michael George and QVC, Inc. (“QVC”) dated May 3, 2011 (incorporated by reference to 10.23 to the Liberty 2011 10-K).
|
10.25
|
Letter Agreement regarding personal use of the Liberty aircraft, dated as of February 5, 2013, between Gregory B. Maffei and Liberty Media Corporation (incorporated by reference to Exhibit 10.18 to the Liberty 2012 10-K).
|
10.26
|
Agreement Regarding LINTA Equity Awards dated September 23, 2011, between Liberty Interactive Corporation and Gregory B. Maffei (incorporated by reference to Exhibit 10.25 to the Liberty 2011 10-K).
|
10.27
|
Call Agreement, dated as of February 9, 1998 (the "Call Agreement"), between Liberty Interactive Corporation (as successor of Liberty Interactive LLC (f/k/a Liberty Media LLC, “Old Liberty”), as assignee of Tele-Communications, Inc.) and the Malone Group (incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (File No. 001-33982)).
|
10.28
|
Letter, dated as of March 5, 1999, from Tele-Communications, Inc. and Old Liberty addressed to Mr. Malone and Leslie Malone relating to the Call Agreement (incorporated by reference to Exhibit 10.27 to the Liberty 2009 10-K).
|
10.29
|
Form of Indemnification Agreement between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.29 to the Liberty 2011 10-K).
|
10.30
|
Tax Sharing Agreement, dated September 23, 2011, between Liberty Interactive Corporation, Liberty Interactive LLC and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.4 to the Starz S-4).
|
10.31
|
Services Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.5 to the Starz S-4).
|
10.32
|
Facilities Sharing Agreement, dated September 23, 2011, by and between Liberty Interactive Corporation and Liberty Property Holdings, Inc. (incorporated by reference to Exhibit 10.6 to the Starz S-4).
|
10.33
|
Aircraft Time Sharing Agreements, each effective as of January 11, 2013, by and between Starz and Liberty Interactive Corporation (incorporated by reference to Exhibit 10.27 to the Liberty 2012 10-K).
|
10.34
|
Indenture dated as of September 25, 2009 among QVC, the guarantors party thereto and U.S.
|
10.35
|
Indenture dated as of March 23, 2010 among QVC, the guarantors party thereto and U.S. Bank
|
10.36
|
Indenture dated as of July 2, 2012 among QVC, the guarantors party thereto and U.S. Bank
|
10.37
|
Indenture dated as of March 18, 2013 among QVC, Inc., the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 10.2 to QVC's Quarterly Report on Form 10-Q (File No. 333-184501) as filed on May 9, 2013).
|
10.38
|
Form of Amended and Restated Credit Agreement, dated as of March 1, 2013, among QVC, Inc., as
|
21
|
Subsidiaries of Liberty Interactive Corporation.*
|
23.1
|
Consent of KPMG LLP.*
|
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.**
|
Date: February 28, 2014
|
By
/s/Gregory B. Maffei
|
|
Gregory B. Maffei
|
|
Chief Executive Officer and President
|
|
|
Date: February 28, 2014
|
By
/s/Christopher W. Shean
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
Title
|
Date
|
|
|
|
/s/John C. Malone
|
Chairman of the Board and Director
|
February 28, 2014
|
John C. Malone
|
|
|
|
|
|
/s/Gregory B. Maffei
|
Director, Chief Executive Officer
|
February 28, 2014
|
Gregory B. Maffei
|
and President
|
|
|
|
|
/s/Michael A. George
|
Director
|
February 28, 2014
|
Michael A. George
|
|
|
|
|
|
/s/M. Ian G. Gilchrist
|
Director
|
February 28, 2014
|
M. Ian G. Gilchrist
|
|
|
|
|
|
/s/Evan D. Malone
|
Director
|
February 28, 2014
|
Evan D. Malone
|
|
|
|
|
|
/s/David E. Rapley
|
Director
|
February 28, 2014
|
David E. Rapley
|
|
|
|
|
|
/s/M. LaVoy Robison
|
Director
|
February 28, 2014
|
M. LaVoy Robison
|
|
|
|
|
|
/s/Larry E. Romrell
|
Director
|
February 28, 2014
|
Larry E. Romrell
|
|
|
|
|
|
/s/Andrea L. Wong
|
Director
|
February 28, 2014
|
Andrea L. Wong
|
|
|
2.1
|
Reorganization Agreement, dated as of August 30, 2011, between Liberty Interactive Corporation and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty CapStarz, Inc.)) (incorporated by reference to Exhibit 2.1 to Post-Effective Amendment No. 1 to Starz's Registration Statement on Form S-4 filed on September 23, 2011 (File No. 333-171201) (the “Starz S-4”)).
|
3.1
|
Form of Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Registrant's Form 8-A filed on August 2, 2012 (File No. 001-33982)).
|
3.2
|
Amended and Restated Bylaws of the Registrant.*
|
4.1
|
Specimen certificate for shares of the Registrant's Series A Liberty Interactive common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012 (File No. 001-33982) (the “Liberty 2011 10-K”)).
|
4.2
|
Specimen certificate for shares of the Registrant's Series B Liberty Interactive common stock, par value $.01 per share (incorporated by reference to Exhibit 4.2 to the Liberty 2011 10-K).
|
4.3
|
Specimen certificate for shares of the Registrant's Series A Liberty Ventures common stock, par value $.01 per share (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-4, as filed on April 3, 2012 (File No. 333-180543) (the “Liberty S-4”)).
|
4.4
|
Specimen certificate for shares of the Registrant's Series B Liberty Ventures common stock, par value $.01 per share (incorporated by reference to Exhibit 4.4 to the Liberty S-4).
|
4.5
|
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
|
Liberty Interactive Corporation 2000 Incentive Plan (As Amended and Restated Effective November 7, 2011) (the "2000 Incentive Plan") (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2011 filed on November 8, 2011 (File No. 001-33982) (the “Liberty 2011 10-Q”)).
|
10.2
|
Amendment to the 2000 Incentive Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.3 to the Liberty Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed on November 5, 2013) (File No. 001-33982) (the “Liberty 2013 10-Q”).
|
10.3
|
Liberty Interactive Corporation 2007 Incentive Plan (As Amended and Restated Effective November 7, 2011) (the "2007 Incentive Plan") (incorporated by reference to Exhibit 10.6 to the Liberty 2011 10-Q).
|
10.4
|
Amendment to the 2007 Incentive Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.4 to the Liberty 2013 10-Q).
|
10.5
|
Liberty Interactive Corporation 2010 Incentive Plan (As Amended and Restated Effective November 7, 2011) (the “2010 Incentive Plan”) (incorporated by reference to Exhibit 10.7 to the Liberty 2011 10-Q).
|
10.6
|
Amendment to the 2010 Incentive Plan (effective August 5, 2013) (incorporated by reference to Exhibit 10.5 to the Liberty 2013 10-Q).
|
10.7
|
Liberty Interactive Corporation 2002 Nonemployee Director Incentive Plan (As Amended and Restated Effective November 7, 2011) (the "2002 Directors Plan") (incorporated by reference to Exhibit 10.8 to the Liberty 2011 10-Q).
|
10.8
|
Amendment to the 2002 Directors Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.1 to the Liberty 2013 10-Q).
|
10.9
|
Liberty Interactive Corporation 2011 Nonemployee Director Incentive Plan (As Amended and Restated Effective November 7, 2011) (the “2011 Directors Plan”) (incorporated by reference to Exhibit 10.9 to the Liberty 2011 10-Q).
|
10.10
|
Amendment to the 2011 Directors Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.2 to the Liberty 2013 10-Q).
|
10.11
|
Form of Liberty Interactive Corporation 2012 Incentive Plan (the “2012 Incentive Plan”) (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on November 13, 2012 (File No. 333-184901)).
|
10.12
|
Amendment to the 2012 Incentive Plan (effective as of August 5, 2013) (incorporated by reference to Exhibit 10.6 to the Liberty 2013 10-Q).
|
10.13
|
Form of Non-Qualified Stock Option Agreement.*
|
10.14
|
Form of Restricted Stock Award Agreement.*
|
10.15
|
Form of Non-Qualified Stock Option Agreement under the 2000 Incentive Plan, the 2007 Incentive Plan and the 2010 Incentive Plan [for certain designated award recipients] (incorporated by reference to Exhibit 10.16 to the Liberty 2011 10-K).
|
10.16
|
Form of Restricted Stock Award Agreement under the 2000 Incentive Plan, the 2007 Incentive Plan and the 2010 Incentive Plan [for certain designated award recipients] (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 25, 2010 (File No. 001-33982) (the “Liberty 2009 10-K”)).
|
10.17
|
Form of Stock Appreciation Rights Agreement under the 2000 Incentive Plan and the 2007 Incentive Plan (incorporated by reference to Exhibit 10.20 to the Liberty 2009 10-K).
|
10.18
|
Form of Non-Qualified Stock Option Agreement under the 2002 Directors Plan and the 2011 Directors Plan (incorporated by reference to 10.19 to the Liberty 2011 10-K).
|
10.19
|
Form of Restricted Stock Award Agreement under the 2002 Directors Plan and the 2011 Directors Plan (incorporated by reference to 10.20 to the Liberty 2011 10-K).
|
10.20
|
Form of Stock Appreciation Rights Agreement under the 2002 Directors Plan (incorporated by reference to Exhibit 10.2 to the Liberty 2009 10-K).
|
10.21
|
Non-Qualified Stock Option Agreement under the 2007 Incentive Plan for Michael George dated March 2, 2011 (incorporated by reference to 10.22 to the Liberty 2011 10-K).
|
10.22
|
Amended and Restated Non-Qualified Stock Option Agreement under the 2000 Incentive Plan for Gregory B. Maffei (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on
|
10.23
|
Amended and Restated Non-Qualified Stock Option Agreement under the 2007 Incentive Plan for Gregory B. Maffei (incorporated by reference to Exhibit 10.2 to the Liberty 2012 10-Q).
|
10.24
|
Employment Agreement between Michael George and QVC, Inc. (“QVC”) dated May 3, 2011 (incorporated by reference to 10.23 to the Liberty 2011 10-K).
|
10.25
|
Letter Agreement regarding personal use of the Liberty aircraft, dated as of February 5, 2013, between Gregory B. Maffei and Liberty Media Corporation (incorporated by reference to Exhibit 10.18 to the Liberty 2012 10-K).
|
10.26
|
Agreement Regarding LINTA Equity Awards dated September 23, 2011, between Liberty Interactive Corporation and Gregory B. Maffei (incorporated by reference to Exhibit 10.25 to the Liberty 2011 10-K).
|
10.27
|
Call Agreement, dated as of February 9, 1998 (the "Call Agreement"), between Liberty Interactive Corporation (as successor of Liberty Interactive LLC (f/k/a Liberty Media LLC, “Old Liberty”), as assignee of Tele-Communications, Inc.) and the Malone Group (incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (File No. 001-33982)).
|
10.28
|
Letter, dated as of March 5, 1999, from Tele-Communications, Inc. and Old Liberty addressed to Mr. Malone and Leslie Malone relating to the Call Agreement (incorporated by reference to Exhibit 10.27 to the Liberty 2009 10-K).
|
10.29
|
Form of Indemnification Agreement between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.29 to the Liberty 2011 10-K).
|
10.30
|
Tax Sharing Agreement, dated September 23, 2011, between Liberty Interactive Corporation, Liberty Interactive LLC and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.4 to the Starz S-4).
|
10.31
|
Services Agreement, dated as of September 23, 2011, by and between Liberty Interactive Corporation and Liberty Media Corporation (as assignee of Starz (f/k/a Liberty Media Corporation)) (incorporated by reference to Exhibit 10.5 to the Starz S-4).
|
10.32
|
Facilities Sharing Agreement, dated September 23, 2011, by and between Liberty Interactive Corporation and Liberty Property Holdings, Inc. (incorporated by reference to Exhibit 10.6 to the Starz S-4).
|
10.33
|
Aircraft Time Sharing Agreements, each effective as of January 11, 2013, by and between Starz and Liberty Interactive Corporation (incorporated by reference to Exhibit 10.27 to the Liberty 2012 10-K).
|
10.34
|
Indenture dated as of September 25, 2009 among QVC, the guarantors party thereto and U.S.
|
10.35
|
Indenture dated as of March 23, 2010 among QVC, the guarantors party thereto and U.S. Bank
|
10.36
|
Indenture dated as of July 2, 2012 among QVC, the guarantors party thereto and U.S. Bank
|
10.37
|
Indenture dated as of March 18, 2013 among QVC, Inc., the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 10.2 to QVC's Quarterly Report on Form 10-Q (File No. 333-184501) as filed on May 9, 2013).
|
10.38
|
Form of Amended and Restated Credit Agreement, dated as of March 1, 2013, among QVC, Inc., as
|
|
Item 1.
Business
|
Item 1A.
Risk Factors
|
Item 1B.
Unresolved Staff Comments
|
Item 2.
Properties
|
Item 6.
Selected Financial Data
|
Item 8.
Financial Statements and Supplementary Data
|
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
Controls and Procedures
|
Item 9B.
Other Information
|
|
Grant Date:
|
__________ __, 201_
|
Issuer/Company:
|
Liberty Interactive Corporation, a Delaware corporation
|
Plan:
|
Liberty Interactive Corporation
______________
Incentive Plan
|
Plan Administrator:
|
[The Compensation Committee of the Board of Directors of the Company appointed by the Board of Directors of the Company pursuant to Section 3.1 of the Plan to administer the Plan] [The Board of Directors of the Company]
|
Common Stock:
|
Series A Liberty Interactive Common Stock (“
LINTA Common Stock
”)
[; and/or
Series A Liberty Ventures Common Stock (“
LVNTA Common Stock
”), as applicable.]
|
Option Termination Date:
|
The
[7
th
][10
th
]
anniversary of the Grant Date.
|
Base Price:
|
The Base Price for LINTA Common Stock: $_________
[; and/or
The Base Price for LVNTA Common Stock: $_________, as applicable.]
|
Vesting Percentage:
|
________%
|
Vesting Dates:
|
_____________________________________
|
Additional Vesting Terms:
|
[INCLUDE ONLY IN STANDARD OPTION AGREEMENT FOR LIC EMPLOYEES; DO NOT INCLUDE IN STANDARD OPTION AGREEMENT FOR QVC U.S. OR FOREIGN EMPLOYEES, STANDARD OPTION AGREEMENT FOR LIC NON-EMPLOYEE DIRECTORS OR IN MULTI-YEAR OPTION AGREEMENT.]
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee’s employment with the Company or a Subsidiary is terminated will become exercisable on the date of the Grantee’s termination of employment.
[INCLUDE ONLY IN MULTI-YEAR OPTION AGREEMENT
|
|
FOR LIC EMPLOYEES.]
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause prior to _________
[Insert final Vesting Date]
, the number of each type of Option subject to this Agreement that shall become exercisable as of the date of such termination shall equal the sum of (a) the number of such Options that would have become exercisable during the Forward Vesting Period had the Grantee remained in the employ of the Company or a Subsidiary for the entire Forward Vesting Period plus (b) the number of such Options that is equal to the product (rounded down to the nearest whole number) of (i) the total number of such Options subject to this Agreement minus (A) any such Options that have already become exercisable prior to the date of such termination and (B) any such Options that would have become exercisable during the Forward Vesting Period in clause (a) above multiplied by (ii) a fraction, the numerator of which is the total number of days elapsed during the period beginning on the Grant Date, and ending on the date of termination, inclusive, and the denominator of which is the total number of days during the period beginning on the Grant Date, and ending on _________
[Insert final Vesting Date]
, inclusive.
For purposes of determining the number of Options that would have become exercisable in clause (a) above, “Forward Vesting Period” shall mean the period beginning on the date of termination and ending on the corresponding day (or, if there is no corresponding day, on the last day) of (x) the ninth month thereafter, if the Grantee is an Assistant Vice President or Vice President of the Company or a Subsidiary on the date of termination of his or her employment with the Company or a Subsidiary or (y) the twelfth month thereafter, if the Grantee is a Senior Vice President or Executive Vice President of the Company or a Subsidiary on the date of termination of his or her employment with the Company or a Subsidiary.
|
Additional Exercisability Terms:
|
[INCLUDE IN STANDARD AND MULTI-YEAR OPTION AGREEMENTS FOR LIC EMPLOYEES; DO NOT INCLUDE IN STANDARD OPTION AGREEMENT FOR QVC U.S. OR FOREIGN EMPLOYEES OR IN STANDARD OPTION AGREEMENT FOR LIC NON-EMPLOYEE DIRECTORS.]
Section 7 of the Option Agreement is supplemented as follows:
1.The following sentence is added to the end of Section 7(b):
If the Grantee dies prior to the expiration of a period of time following termination of the Grantee’s employment during which the Options remain exercisable as provided in Section
|
|
reasonably determine, taking into account, in addition to any other factors deemed relevant by the Plan Administrator, the extent to which the market value of Common Stock during the Misstatement Period was affected by the error(s) giving rise to the need for such restatement. “Forfeitable Benefits” means (i) any and all cash and/or shares of Common Stock received by the Grantee (A) upon the exercise during the Misstatement Period of any SARs held by the Grantee or (B) upon the payment during the Misstatement Period of any Cash Award or Performance Award held by the Grantee, the value of which is determined in whole or in part with reference to the value of Common Stock, and (ii) any proceeds received by the Grantee from the sale, exchange, transfer or other disposition during the Misstatement Period of any shares of Common Stock received by the Grantee upon the exercise, vesting or payment during the Misstatement Period of any Award held by the Grantee. By way of clarification, “Forfeitable Benefits” will not include any shares of Common Stock received upon exercise of any Options during the Misstatement Period that are not sold, exchanged, transferred or otherwise disposed of during the Misstatement Period. “Misstatement Period” means the 12-month period beginning on the date of the first public issuance or the filing with the Securities and Exchange Commission, whichever occurs earlier, of the financial statement requiring restatement.
|
Qualifying Service:
|
[INCLUDE IN STANDARD AND MULTI-YEAR OPTION AGREEMENTS FOR LIC EMPLOYEES AND IN STANDARD OPTION AGREEMENT FOR LIC NON-EMPLOYEE DIRECTORS; DO NOT INCLUDE IN STANDARD OPTION AGREEMENT FOR QVC U.S. OR FOREIGN EMPLOYEES.]
Unless the Plan Administrator in its sole discretion determines otherwise in connection with the commencement of employment or service to Liberty Media Corporation or its Subsidiary, notwithstanding anything to the contrary in this Agreement, Grantee’s employment or service with Liberty Media Corporation or any entity that is a Subsidiary of Liberty Media Corporation at the time of determination shall be deemed to be employment or service with the Company for all purposes under the Awards granted pursuant to this Agreement.
|
Company Notice Address:
|
Liberty Interactive Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Attn: General Counsel
|
Data Privacy
|
[INCLUDE ONLY IN STANDARD OPTION AGREEMENT FOR QVC FOREIGN EMPLOYEES.]
The following provisions are added to the Option Agreement as Section 22:
|
|
22.
Data Privacy
.
(a)The Grantee’s acceptance hereof shall evidence the Grantee’s explicit and unambiguous consent to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and its Subsidiaries and Affiliates may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, bonus and employee benefits, nationality, job title and description, any shares of stock or directorships or other positions held in the Company, its Subsidiaries and Affiliates, details of all options, stock appreciation rights, restricted shares, restricted share units or any other entitlement to shares of stock or other Awards granted, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, annual performance objectives, performance reviews and performance ratings, for the purpose of implementing, administering and managing Awards under the Plan (“Data”).
(b)The Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired with respect to an Award.
(c)The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may at any time view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to
|
|
participate in the Plan. For more information on the consequences of a refusal to consent or withdrawal of consent, the Grantee may contact the Grantee’s local human resources representative.
|
|
|
|
|
Grant Date:
|
__________ __, 201_
|
Issuer/Company:
|
Liberty Interactive Corporation, a Delaware corporation
|
Plan:
|
Liberty Interactive Corporation
______________
Incentive Plan
|
Plan Administrator:
|
[The Compensation Committee of the Board of Directors of the Company appointed by the Board of Directors of the Company pursuant to Section 3.1 of the Plan to administer the Plan] [The Board of Directors of the Company]
|
Common Stock:
|
Series A Liberty Interactive Common Stock (“
LINTA Common Stock
”)
[; and/or
Series A Liberty Ventures Common Stock (“
LVNTA Common Stock
”), as applicable.]
|
Vesting Percentage:
|
________%
|
Vesting Dates:
|
_____________________________________
|
Additional Vesting Terms:
|
[INCLUDE ONLY IN STANDARD RSA FOR LIC EMPLOYEES. DO NOT INCLUDE IN LIC MULTI-YEAR RSA, LIC NEW EMPLOYEE LONG-TERM RSA, RSA FOR QVC EMPLOYEES, OR IN RSA FOR LIC NON-EMPLOYEE DIRECTORS.]
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, then any unvested Restricted Shares that otherwise would have vested during the remainder of the calendar year in which the Grantee’s employment with the Company or a Subsidiary is terminated will become vested on the date of the Grantee’s termination of employment.
[INCLUDE ONLY IN LIC NEW EMPLOYEE LONG-TERM RSA.]
If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause after the second anniversary of the Grant Date, then the Award, to the extent not theretofore vested, will become fully vested upon the Grantee’s execution and delivery to the Company in accordance with the notice requirements of this Agreement of a general release
|
|
Forfeiture for Misconduct and Repayment of Certain Amounts
. If (i) a material restatement of any financial statement of the Company (including any consolidated financial statement of the Company and its consolidated Subsidiaries) is required and (ii) in the reasonable judgment of the Plan Administrator, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the Grantee, the Grantee will repay to the Company Forfeitable Benefits received by the Grantee during the Misstatement Period in such amount as the Plan Administrator may reasonably determine, taking into account, in addition to any other factors deemed relevant by the Plan Administrator, the extent to which the market value of Common Stock during the Misstatement Period was affected by the error(s) giving rise to the need for such restatement. “Forfeitable Benefits” means (i) any and all cash and/or shares of Common Stock received by the Grantee (A) upon the exercise during the Misstatement Period of any SARs held by the Grantee or (B) upon the payment during the Misstatement Period of any Cash Award or Performance Award held by the Grantee, the value of which is determined in whole or in part with reference to the value of Common Stock, and (ii) any proceeds received by the Grantee from the sale, exchange, transfer or other disposition during the Misstatement Period of any shares of Common Stock received by the Grantee upon the exercise, vesting or payment during the Misstatement Period of any Award held by the Grantee. By way of clarification, “Forfeitable Benefits” will not include any shares of Common Stock received upon vesting of any Restricted Shares during the Misstatement Period that are not sold, exchanged, transferred or otherwise disposed of during the Misstatement Period. “Misstatement Period” means the 12-month period beginning on the date of the first public issuance or the filing with the Securities and Exchange Commission, whichever occurs earlier, of the financial statement requiring restatement.
|
Qualifying Service:
|
[INCLUDE IN STANDARD AND MULTI-YEAR RSA AGREEMENTS FOR LIC EMPLOYEES, IN NEW EMPLOYEE LONG-TERM RSA AND IN STANDARD RSA FOR LIC NON-EMPLOYEE DIRECTORS; DO NOT INCLUDE IN STANDARD RSA FOR QVC EMPLOYEES.]
Unless the Plan Administrator in its sole discretion determines otherwise in connection with the commencement of employment or service to Liberty Media Corporation or its Subsidiary, notwithstanding anything to the contrary in this Agreement, Grantee’s employment or service with Liberty Media Corporation or any entity that is a Subsidiary of Liberty Media Corporation at the time of determination shall be deemed to be employment or service
|
|
with the Company for all purposes under the Awards granted pursuant to this Agreement.
|
Company Notice Address:
|
Liberty Interactive Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Attn: General Counsel
|
Entity Name
|
Domicile
|
1227844 Ontario Ltd.
|
Ontario
|
8324425 Canada, Inc.
|
Canada
|
Affiliate Investment, Inc.
|
DE
|
Affiliate Relations Holdings, Inc.
|
DE
|
AMI 2, Inc.
|
DE
|
ASO Holdings Company LLC
|
DE
|
Backcountry De Costa Rica Sociedad De Responsabilidad Limitada
|
Costa Rica
|
Backcountry.com, Inc.
|
UT
|
Backcountry Detour, LLC
|
DE
|
Backcountry GmbH
|
Germany
|
Big Horn Alternative Energy, LLC
|
DE
|
Bergfreunde GmbH
|
Germany
|
Bodybuilding.com EU B.V, (fka BLE BV)
|
Netherlands
|
Bodybuilding.com, LLC
|
DE
|
Bodybuilding.com, Sociedad De Responsiabilidad Limitada
|
Costa Rica
|
BuySeasons, Inc.
|
DE
|
California Voices, LLC (f/k/a QVC Voices, LLC)
|
DE
|
CDirect Mexico I, Inc.
|
DE
|
CDirect Mexico II, Inc.
|
DE
|
Celebrate Interactive LLC
|
DE
|
Centennial Rural Development, inc.
|
DE
|
City Cycle, Inc.
|
AR
|
Commerce Technologies, Inc. [dba Commerce Hub]
|
NY
|
Cool Kicks Media, LLC
|
DE
|
Diamonique Canada Holdings, Inc.
|
DE
|
DMS DE, Inc.
|
DE
|
ER Development International, Inc. (dba QVC International Development)
|
PA
|
ER Marks, Inc.
|
DE
|
e-Style, LLC
|
DE
|
Evite, Inc.
|
DE
|
GC Marks, Inc. (f/k/a TATV, Inc.)
|
DE
|
Gear Outlet, LLC
|
DE
|
GiftCo, LLC
|
DE
|
Higher Power Nutrition Common Holdings, LLC
|
DE
|
Hopkins Real Estate Investments, LLC
|
ID
|
IC Marks, Inc.
|
DE
|
IM Experience, Inc.
|
PA
|
Influence Marketing Corp (dba QVC @ theMall) [Unlimited Liability Corp.]
|
Nova Scotia
|
Influence Marketing Services, Inc.
|
Ontario
|
Innovative Retailing, Inc.
|
DE
|
iQVC GmbH
|
Germany
|
Liberty Alta IV, Inc.
|
DE
|
Liberty Alta, Inc.
|
DE
|
Liberty Alternative Energy, LLC
|
DE
|
Liberty CDE Investments, Inc.
|
DE
|
Liberty Clean Fuels, Inc.
|
DE
|
Liberty Clean Fuels 2, LLC
|
DE
|
Liberty Digital Commerce, LLC
|
DE
|
Liberty Interactive Advertising, LLC d/b/a Liberty Advertising
|
DE
|
Liberty Interactive, LLC
|
DE
|
Liberty Protein, Inc.
|
DE
|
Liberty TripAdvisor Holdings, Inc
|
DE
|
Liberty Solar Energy, LLC
|
DE
|
Liberty QVC Holding, LLC
|
DE
|
Liberty USA Holdings, LLC
|
DE
|
Liberty USVI Energy, Inc.
|
DE
|
LMC Lockerz, LLC
|
DE
|
LMC Right Start, Inc.
|
DE
|
LMC Social, LLC
|
DE
|
Monroe Fuels Company, LLC
|
DE
|
MotoSport, LLC (fka MotoSport, Inc.)
|
DE
|
NSTBC, Inc.
|
DE
|
Provide Cards, Inc
|
CA
|
Provide Commerce, Inc. (dba Shari's Berries)
|
DE
|
Provide Creations, Inc., d/b/a Personal Creations
|
DE
|
Provide Gifts, Inc. (dba RedEnvelope)
|
DE
|
QC Marks, Inc.
|
DE
|
QDirect Ventures, Inc. (fka Qdirect, Inc.)
|
DE
|
QExhibits, Inc.
|
DE
|
QHealth, Inc.
|
DE
|
QLocal, Inc. (fka QVC Local, Inc.)[dba QVC Productions; QVC Remote Productions]
|
DE
|
QVC [English Unlimited Liability Company]
|
UK
|
QVC Brazil Holdings I, S.à.r.l.
|
Luxembourg
|
QVC Brazil Holdings II, S.à.r.l.
|
Luxembourg
|
QVC Britain [English Unlimited Liability Company]
|
UK
|
QVC Britain I Limited [English limited liability company]
|
England
|
QVC Britain I, Inc.
|
UK
|
QVC Britain II, Inc.
|
UK
|
QVC Britain III, Inc.
|
UK
|
QVC Call Center GmbH & Co. KG
|
Germany
|
QVC Call Center Vërwaltungs-GmbH
|
Germany
|
QVC Cayman Holdings LLC
|
DE
|
QVC Cayman, Ltd.
|
Cayman
|
QVC Chesapeake, Inc.
|
VA
|
QVC China Domain Limited (fka QVC Pacific international Limited; Discerning Holdings Limited
|
Hong Kong
|
QVC China Holdings Limted
|
Hong Kong
|
QVC China Licensing, Inc. (f/k/a AI 2, Inc.)
|
DE
|
QVC China, Inc.
|
DE
|
QVC Delaware, Inc.
|
DE
|
QVC Deutschland GP, Inc.
|
DE
|
QVC Deutschland Inc. & Co. KG (a partnership) (fka QVC Deutschland GmbH)
|
Germany
|
QVC eDistribution Inc. & Co. KG
|
Germany
|
QVC eProperty Management GmbH & Co. KG
|
Germany
|
QVC eService Inc. & Co. KG
|
Germany
|
QVC France SAS
|
France
|
QVC Germany I LLC (fka QVC Germany I, Inc.)
|
DE
|
QVC Germany II LLC (fka QVC Germany II, Inc.)
|
DE
|
QVC Global DDGS, Inc.
|
DE
|
QVC Grundstücksverwaltungs GmbH
|
Germany
|
QVC GV Real Estate GmbH & Co. KG
|
Germany
|
QVC Handel GmbH
|
Germany
|
QVC HK Holdings, LLC
|
DE
|
QVC Iberia, S.L.
|
Spain
|
QVC India, Ltd.
|
DE
|
QVC Information and Technologies (Shenzhen) Co., Ltd
|
China
|
QVC International LLC (fka QVC International, Inc.)
|
DE
|
QVC International Management GP LLC
|
DE
|
QVC Italia S.r.l. [Italian limited liability company]
|
Italy
|
QVC Italy Holdings, LLC
|
DE
|
QVC Japan Holdings, Inc.
|
DE
|
QVC Japan Services, Inc.
|
DE
|
QVC Japan, Inc.
|
Japan
|
QVC Lux Holdings, LLC
|
DE
|
QVC Mexico II, Inc.
|
DE
|
QVC Mexico III, Inc.
|
DE
|
QVC Mexico, Inc.
|
DE
|
QVC of Thailand, Inc.
|
DE
|
QVC Pension Trustee Limited
|
UK
|
QVC Properties, Ltd.
|
UK
|
QVC Realty, Inc.
|
PA
|
QVC Rocky Mount, Inc.
|
NC
|
QVC RS Naples, Inc.
|
FL
|
QVC San Antonio, LLC (fka QVC San Antonio, Inc.)
|
TX
|
QVC Satellite, Ltd
|
Japan
|
QVC Shop International, Inc. (f/k/a EZShop International, Inc.)
|
DE
|
QVC St. Lucie, Inc.
|
FL
|
QVC STT Holdings, LLC
|
DE
|
QVC Studio GmbH
|
Germany
|
QVC Suffolk, Inc. (fka CVN Distribution Co., Inc.; C.O.M.B. Distribution Co.)
|
VA
|
QVC UK Holdings Limited
|
England-Wales
|
QVC, Inc.
|
DE
|
QVC-QRT, Inc.
|
DE
|
RS Marks, Inc.
|
DE
|
RS Mebane, Inc.
|
NC
|
RS Myrtle Beach, Inc.
|
SC
|
Savor North Carolina, Inc.
|
NC
|
Send the Trend, Inc
|
DE
|
Sincerely Incorporated
|
DE
|
TOBH, Inc.
|
DE
|
TripAdvisor, Inc
|
|
Description
|
|
Registration Statement No.
|
|
Description
|
S-8
|
|
333‑134114
|
|
Liberty Interactive Corporation 2002 Nonemployee Director
Incentive Plan (Amended 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑134115
|
|
Liberty Interactive Corporation 2000 Incentive Plan (Amended 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑142626
|
|
Liberty Interactive Corporation 2007 Incentive Plan (Amended 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑171192
|
|
Liberty Interactive Corporation 2000 Incentive Plan (Amended 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑171193
|
|
Liberty Interactive Corporation 2007 Incentive Plan (Amended 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑172512
|
|
Liberty Interactive Corporation 2007 Incentive Plan (Amended 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑176989
|
|
Liberty Interactive 401(k) Savings Plan
|
|
|
|
|
|
S‑8
|
|
333‑177840
|
|
Liberty Interactive Corporation 2011 Nonemployee Director
Incentive Plan (Amended 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑177841
|
|
Liberty Interactive Corporation 2010 Incentive Plan (Amended 11/7/11)
|
S-8
|
|
333‑177842
|
|
Liberty Interactive Corporation 2007 Incentive Plan (Amended 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑184901
|
|
Liberty Interactive Corporation 2012 Incentive Plan
|
|
|
|
|
|
S-8
|
|
333‑184905
|
|
Liberty Interactive Corporation 2011 Nonemployee Director
Incentive Plan (As Amended and Restated Effective 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑184904
|
|
Liberty Interactive Corporation 2011 Nonemployee Director
Incentive Plan (As Amended and Restated Effective 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑184902
|
|
Liberty Interactive Corporation 2010 Incentive Plan (As Amended and Restated Effective 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑184903
|
|
Liberty Interactive Corporation 2010 Incentive Plan (As Amended and Restated Effective 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑183434
|
|
Liberty Interactive Corporation 2007 Incentive Plan (As Amended and Restated Effective 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑183433
|
|
Liberty Interactive Corporation 2002 Nonemployee Director
Incentive Plan (As Amended and Restated Effective 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑183432
|
|
Liberty Interactive Corporation 2000 Incentive Plan (As Amended and Restated Effective 11/7/11)
|
|
|
|
|
|
S-8
|
|
333‑183253
|
|
Liberty Media 401(k) Savings Plan
|
/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: February 28, 2014
|
|
/s/ GREGORY B. MAFFEI
|
|
|
Gregory B. Maffei
President and Chief Executive Officer
|
Date: February 28, 2014
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
|
Christopher W. Shean
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
December 31, 2013
|
|
December 31, 2012
|
|||
|
amounts in millions
|
|||||
Summary balance sheet data:
|
|
|
|
|||
Current assets
|
$
|
3,245
|
|
|
3,141
|
|
Investments in affiliates, accounted for using the equity method
|
$
|
343
|
|
|
304
|
|
Intangible assets not subject to amortization, net
|
$
|
8,387
|
|
|
8,431
|
|
Total assets
|
$
|
14,862
|
|
|
15,115
|
|
Long-term debt
|
$
|
5,044
|
|
|
4,277
|
|
Long-term deferred income tax liabilities
|
$
|
1,208
|
|
|
1,318
|
|
Attributed net assets
|
$
|
6,378
|
|
|
7,011
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Summary operations data:
|
|
|
|
|
|
||||
Revenue
|
$
|
10,307
|
|
|
10,018
|
|
|
9,616
|
|
Cost of sales
|
(6,602
|
)
|
|
(6,396
|
)
|
|
(6,114
|
)
|
|
Operating expenses
|
(876
|
)
|
|
(833
|
)
|
|
(866
|
)
|
|
Selling, general and administrative expenses (1)
|
(1,033
|
)
|
|
(977
|
)
|
|
(858
|
)
|
|
Impairment of intangible assets
|
(33
|
)
|
|
(92
|
)
|
|
—
|
|
|
Depreciation and amortization
|
(632
|
)
|
|
(596
|
)
|
|
(641
|
)
|
|
Operating income (loss)
|
1,131
|
|
|
1,124
|
|
|
1,137
|
|
|
Interest expense
|
(292
|
)
|
|
(322
|
)
|
|
(317
|
)
|
|
Share of earnings (losses) of affiliates, net
|
48
|
|
|
28
|
|
|
23
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(12
|
)
|
|
51
|
|
|
75
|
|
|
Gains (losses) on transactions, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
Other income (expense), net
|
(53
|
)
|
|
—
|
|
|
15
|
|
|
Income tax benefit (expense)
|
(338
|
)
|
|
(352
|
)
|
|
(353
|
)
|
|
Earnings (loss) from continuing operations
|
483
|
|
|
529
|
|
|
580
|
|
|
Earnings (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
378
|
|
|
Net earnings (loss)
|
483
|
|
|
529
|
|
|
958
|
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
45
|
|
|
63
|
|
|
53
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
438
|
|
|
466
|
|
|
905
|
|
(1)
|
Includes stock-based compensation of
$110 million
,
$85 million
and
$49 million
for the years ended
December 31, 2013, 2012 and 2011
, respectively.
|
|
December 31, 2013
|
|
December 31, 2012
|
|||
|
amounts in millions
|
|||||
Summary balance sheet data:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
658
|
|
|
1,961
|
|
Investments in available-for-sale securities and other cost investments
|
$
|
1,497
|
|
|
1,815
|
|
Investments in affiliates, accounted for using the equity method
|
$
|
894
|
|
|
547
|
|
Intangible assets not subject to amortization, net
|
$
|
5,288
|
|
|
5,449
|
|
Long-term debt, including current portion
|
$
|
2,301
|
|
|
3,342
|
|
Deferred tax liabilities, including current portion
|
$
|
2,731
|
|
|
2,959
|
|
Attributed net assets (liabilities)
|
$
|
558
|
|
|
551
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Summary operations data:
|
|
|
|
|
|
||||
Revenue
|
$
|
945
|
|
|
36
|
|
|
—
|
|
Operating expenses
|
(153
|
)
|
|
(7
|
)
|
|
—
|
|
|
Selling, general and administrative expenses (1)
|
(492
|
)
|
|
(32
|
)
|
|
(4
|
)
|
|
Depreciation and amortization
|
(311
|
)
|
|
(13
|
)
|
|
—
|
|
|
Operating income (loss)
|
(11
|
)
|
|
(16
|
)
|
|
(4
|
)
|
|
Interest expense
|
(81
|
)
|
|
(110
|
)
|
|
(110
|
)
|
|
Share of earnings (losses) of affiliates, net
|
(15
|
)
|
|
57
|
|
|
117
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(10
|
)
|
|
(402
|
)
|
|
9
|
|
|
Gains (losses) on transactions, net
|
(1
|
)
|
|
1,531
|
|
|
—
|
|
|
Other, net
|
7
|
|
|
44
|
|
|
(6
|
)
|
|
Income tax benefit (expense)
|
208
|
|
|
(42
|
)
|
|
1
|
|
|
Net earnings (loss)
|
97
|
|
|
1,062
|
|
|
7
|
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
34
|
|
|
(2
|
)
|
|
—
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
63
|
|
|
1,064
|
|
|
7
|
|
(1)
|
Includes stock-based compensation of
$68 million
,
$6 million
and zero for the years ended
December 31, 2013
,
2012
and
2011
, respectively.
|
|
Attributed (note 1)
|
|
|
|
|
|||||||
|
Interactive
Group
|
|
Ventures Group
|
|
Inter-group
eliminations
|
|
Consolidated
Liberty
|
|||||
|
amounts in millions
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
598
|
|
|
658
|
|
|
—
|
|
|
1,256
|
|
Trade and other receivables, net
|
1,150
|
|
|
124
|
|
|
—
|
|
|
1,274
|
|
|
Inventory, net
|
1,135
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
|
Short-term marketable securities
|
—
|
|
|
543
|
|
|
—
|
|
|
543
|
|
|
Other current assets
|
362
|
|
|
26
|
|
|
(170
|
)
|
|
218
|
|
|
Total current assets
|
3,245
|
|
|
1,351
|
|
|
(170
|
)
|
|
4,426
|
|
|
Investments in available-for-sale securities and other cost investments (note 2)
|
4
|
|
|
1,497
|
|
|
—
|
|
|
1,501
|
|
|
Investments in affiliates, accounted for using the equity method (note 3)
|
343
|
|
|
894
|
|
|
—
|
|
|
1,237
|
|
|
Property and equipment, net
|
1,213
|
|
|
34
|
|
|
—
|
|
|
1,247
|
|
|
Intangible assets not subject to amortization, net
|
8,387
|
|
|
5,288
|
|
|
—
|
|
|
13,675
|
|
|
Intangible assets subject to amortization, net
|
1,589
|
|
|
903
|
|
|
—
|
|
|
2,492
|
|
|
Other assets, at cost, net of accumulated amortization
|
81
|
|
|
17
|
|
|
—
|
|
|
98
|
|
|
Total assets
|
$
|
14,862
|
|
|
9,984
|
|
|
(170
|
)
|
|
24,676
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|||||
Intergroup payable (receivable)
|
$
|
221
|
|
|
(221
|
)
|
|
—
|
|
|
—
|
|
Accounts payable
|
553
|
|
|
38
|
|
|
—
|
|
|
591
|
|
|
Accrued liabilities
|
958
|
|
|
109
|
|
|
—
|
|
|
1,067
|
|
|
Current portion of debt (note 4)
|
39
|
|
|
939
|
|
|
—
|
|
|
978
|
|
|
Deferred tax liabilities
|
—
|
|
|
1,095
|
|
|
(170
|
)
|
|
925
|
|
|
Other current liabilities
|
145
|
|
|
50
|
|
|
—
|
|
|
195
|
|
|
Total current liabilities
|
1,916
|
|
|
2,010
|
|
|
(170
|
)
|
|
3,756
|
|
|
Long-term debt (note 4)
|
5,044
|
|
|
1,362
|
|
|
—
|
|
|
6,406
|
|
|
Deferred income tax liabilities
|
1,208
|
|
|
1,636
|
|
|
—
|
|
|
2,844
|
|
|
Other liabilities
|
192
|
|
|
43
|
|
|
—
|
|
|
235
|
|
|
Total liabilities
|
8,360
|
|
|
5,051
|
|
|
(170
|
)
|
|
13,241
|
|
|
Equity/Attributed net assets (liabilities)
|
6,378
|
|
|
558
|
|
|
—
|
|
|
6,936
|
|
|
Noncontrolling interests in equity of subsidiaries
|
124
|
|
|
4,375
|
|
|
—
|
|
|
4,499
|
|
|
Total liabilities and equity
|
$
|
14,862
|
|
|
9,984
|
|
|
(170
|
)
|
|
24,676
|
|
|
Attributed (note 1)
|
|
|
|
|
|||||||
|
Interactive
Group
|
|
Ventures Group
|
|
Inter-group
eliminations
|
|
Consolidated
Liberty
|
|||||
|
amounts in millions
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
699
|
|
|
1,961
|
|
|
—
|
|
|
2,660
|
|
Trade and other receivables, net
|
1,095
|
|
|
106
|
|
|
—
|
|
|
1,201
|
|
|
Inventory, net
|
1,106
|
|
|
—
|
|
|
—
|
|
|
1,106
|
|
|
Short-term marketable securities
|
—
|
|
|
186
|
|
|
—
|
|
|
186
|
|
|
Other current assets
|
241
|
|
|
20
|
|
|
(156
|
)
|
|
105
|
|
|
Total current assets
|
3,141
|
|
|
2,273
|
|
|
(156
|
)
|
|
5,258
|
|
|
Investments in available-for-sale securities and other cost investments (note 2)
|
4
|
|
|
1,815
|
|
|
—
|
|
|
1,819
|
|
|
Investments in affiliates, accounted for using the equity method (note 3)
|
304
|
|
|
547
|
|
|
—
|
|
|
851
|
|
|
Property and equipment, net
|
1,220
|
|
|
15
|
|
|
—
|
|
|
1,235
|
|
|
Intangible assets not subject to amortization, net
|
8,431
|
|
|
5,449
|
|
|
—
|
|
|
13,880
|
|
|
Intangible assets subject to amortization, net
|
1,934
|
|
|
1,183
|
|
|
—
|
|
|
3,117
|
|
|
Other assets, at cost, net of accumulated amortization
|
81
|
|
|
14
|
|
|
—
|
|
|
95
|
|
|
Total assets
|
$
|
15,115
|
|
|
11,296
|
|
|
(156
|
)
|
|
26,255
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|||||
Intergroup payable (receivable)
|
$
|
70
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
Accounts payable
|
705
|
|
|
14
|
|
|
—
|
|
|
719
|
|
|
Accrued liabilities
|
819
|
|
|
99
|
|
|
—
|
|
|
918
|
|
|
Current portion of debt (note 4)
|
265
|
|
|
1,373
|
|
|
—
|
|
|
1,638
|
|
|
Deferred tax liabilities
|
—
|
|
|
1,068
|
|
|
(156
|
)
|
|
912
|
|
|
Other current liabilities
|
267
|
|
|
35
|
|
|
—
|
|
|
302
|
|
|
Total current liabilities
|
2,126
|
|
|
2,519
|
|
|
(156
|
)
|
|
4,489
|
|
|
Long-term debt (note 4)
|
4,277
|
|
|
1,969
|
|
|
—
|
|
|
6,246
|
|
|
Deferred income tax liabilities
|
1,318
|
|
|
1,891
|
|
|
—
|
|
|
3,209
|
|
|
Other liabilities
|
234
|
|
|
26
|
|
|
—
|
|
|
260
|
|
|
Total liabilities
|
7,955
|
|
|
6,405
|
|
|
(156
|
)
|
|
14,204
|
|
|
Equity/Attributed net assets (liabilities)
|
7,011
|
|
|
551
|
|
|
—
|
|
|
7,562
|
|
|
Noncontrolling interests in equity of subsidiaries
|
149
|
|
|
4,340
|
|
|
—
|
|
|
4,489
|
|
|
Total liabilities and equity
|
$
|
15,115
|
|
|
11,296
|
|
|
(156
|
)
|
|
26,255
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive Group
|
|
Ventures Group
|
|
Consolidated Liberty
|
||||
|
amounts in millions
|
||||||||
Revenue:
|
|
|
|
|
|
||||
Net retail sales
|
$
|
10,307
|
|
|
—
|
|
|
10,307
|
|
Service and other revenue, net
|
—
|
|
|
945
|
|
|
945
|
|
|
Total revenue, net
|
10,307
|
|
|
945
|
|
|
11,252
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||
Cost of retail sales (exclusive of depreciation shown separately below)
|
6,602
|
|
|
—
|
|
|
6,602
|
|
|
Operating
|
876
|
|
|
153
|
|
|
1,029
|
|
|
Selling, general and administrative, including stock-based compensation (note 5)
|
1,033
|
|
|
492
|
|
|
1,525
|
|
|
Impairment of intangible assets
|
33
|
|
|
—
|
|
|
33
|
|
|
Depreciation and amortization
|
632
|
|
|
311
|
|
|
943
|
|
|
|
9,176
|
|
|
956
|
|
|
10,132
|
|
|
Operating income (loss)
|
1,131
|
|
|
(11
|
)
|
|
1,120
|
|
|
Other income (expense):
|
|
|
|
|
|
||||
Interest expense
|
(292
|
)
|
|
(81
|
)
|
|
(373
|
)
|
|
Share of earnings (losses) of affiliates, net (note 3)
|
48
|
|
|
(15
|
)
|
|
33
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(12
|
)
|
|
(10
|
)
|
|
(22
|
)
|
|
Gains (losses) on transactions, net
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
Other, net
|
(53
|
)
|
|
7
|
|
|
(46
|
)
|
|
|
(310
|
)
|
|
(100
|
)
|
|
(410
|
)
|
|
Earnings (loss) before income taxes
|
821
|
|
|
(111
|
)
|
|
710
|
|
|
Income tax benefit (expense)
|
(338
|
)
|
|
208
|
|
|
(130
|
)
|
|
Net earnings (loss)
|
483
|
|
|
97
|
|
|
580
|
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
45
|
|
|
34
|
|
|
79
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
438
|
|
|
63
|
|
|
501
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive Group
|
|
Ventures Group
|
|
Consolidated Liberty
|
||||
|
amounts in millions
|
||||||||
Revenue:
|
|
|
|
|
|
||||
Net retail sales
|
$
|
10,018
|
|
|
—
|
|
|
10,018
|
|
Service and other revenue, net
|
—
|
|
|
36
|
|
|
36
|
|
|
Total revenue, net
|
10,018
|
|
|
36
|
|
|
10,054
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||
Cost of retail sales (exclusive of depreciation shown separately below)
|
6,396
|
|
|
—
|
|
|
6,396
|
|
|
Operating
|
833
|
|
|
7
|
|
|
840
|
|
|
Selling, general and administrative, including stock-based compensation (note 5)
|
977
|
|
|
32
|
|
|
1,009
|
|
|
Depreciation and amortization
|
596
|
|
|
13
|
|
|
609
|
|
|
Impairment of intangible assets
|
92
|
|
|
—
|
|
|
92
|
|
|
|
8,894
|
|
|
52
|
|
|
8,946
|
|
|
Operating income (loss)
|
1,124
|
|
|
(16
|
)
|
|
1,108
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
||
Interest expense
|
(322
|
)
|
|
(110
|
)
|
|
(432
|
)
|
|
Share of earnings (losses) of affiliates, net (note 3)
|
28
|
|
|
57
|
|
|
85
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
51
|
|
|
(402
|
)
|
|
(351
|
)
|
|
Gains (losses) on transactions, net
|
—
|
|
|
1,531
|
|
|
1,531
|
|
|
Other, net
|
—
|
|
|
44
|
|
|
44
|
|
|
|
(243
|
)
|
|
1,120
|
|
|
877
|
|
|
Earnings (loss) from continuing operations before income taxes
|
881
|
|
|
1,104
|
|
|
1,985
|
|
|
Income tax benefit (expense)
|
(352
|
)
|
|
(42
|
)
|
|
(394
|
)
|
|
Earnings (loss) from continuing operations
|
529
|
|
|
1,062
|
|
|
1,591
|
|
|
Earnings (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
Net earnings (loss)
|
529
|
|
|
1,062
|
|
|
1,591
|
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
63
|
|
|
(2
|
)
|
|
61
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
466
|
|
|
1,064
|
|
|
1,530
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive Group
|
|
Ventures Group
|
|
Consolidated Liberty
|
||||
|
amounts in millions
|
||||||||
Revenue:
|
|
|
|
|
|
||||
Net retail sales
|
$
|
9,616
|
|
|
—
|
|
|
9,616
|
|
Service and other revenue, net
|
—
|
|
|
—
|
|
|
—
|
|
|
Total revenue, net
|
9,616
|
|
|
—
|
|
|
9,616
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||
Cost of retail sales (exclusive of depreciation shown separately below)
|
6,114
|
|
|
—
|
|
|
6,114
|
|
|
Operating
|
866
|
|
|
—
|
|
|
866
|
|
|
Selling, general and administrative, including stock-based compensation (note 5)
|
858
|
|
|
4
|
|
|
862
|
|
|
Depreciation and amortization
|
641
|
|
|
—
|
|
|
641
|
|
|
|
8,479
|
|
|
4
|
|
|
8,483
|
|
|
Operating income (loss)
|
1,137
|
|
|
(4
|
)
|
|
1,133
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
||
Interest expense
|
(317
|
)
|
|
(110
|
)
|
|
(427
|
)
|
|
Share of earnings (losses) of affiliates, net (note 3)
|
23
|
|
|
117
|
|
|
140
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
75
|
|
|
9
|
|
|
84
|
|
|
Other, net
|
15
|
|
|
(6
|
)
|
|
9
|
|
|
|
(204
|
)
|
|
10
|
|
|
(194
|
)
|
|
Earnings (loss) before income taxes
|
933
|
|
|
6
|
|
|
939
|
|
|
Income tax benefit (expense)
|
(353
|
)
|
|
1
|
|
|
(352
|
)
|
|
Earnings (loss) from continuing operations
|
580
|
|
|
7
|
|
|
587
|
|
|
Earnings (loss) from discontinued operations, net of taxes
|
378
|
|
|
—
|
|
|
378
|
|
|
Net earnings (loss)
|
958
|
|
|
7
|
|
|
965
|
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
53
|
|
|
—
|
|
|
53
|
|
|
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
|
$
|
905
|
|
|
7
|
|
|
912
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive
Group
|
|
Ventures Group
|
|
Consolidated
Liberty
|
||||
|
amounts in millions
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net earnings (loss)
|
$
|
483
|
|
|
97
|
|
|
580
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
632
|
|
|
311
|
|
|
943
|
|
|
Stock-based compensation
|
110
|
|
|
68
|
|
|
178
|
|
|
Cash payments for stock-based compensation
|
(8
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|
Excess tax benefit from stock-based compensation
|
(13
|
)
|
|
(10
|
)
|
|
(23
|
)
|
|
Noncash interest expense
|
11
|
|
|
2
|
|
|
13
|
|
|
Share of losses (earnings) of affiliates, net
|
(48
|
)
|
|
15
|
|
|
(33
|
)
|
|
Cash receipts from return on equity investments
|
16
|
|
|
19
|
|
|
35
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
12
|
|
|
10
|
|
|
22
|
|
|
(Gains) losses on transactions, net
|
1
|
|
|
1
|
|
|
2
|
|
|
(Gains) losses on extinguishment of debt
|
57
|
|
|
—
|
|
|
57
|
|
|
Impairment of intangible assets
|
33
|
|
|
—
|
|
|
33
|
|
|
Deferred income tax (benefit) expense
|
(131
|
)
|
|
(5
|
)
|
|
(136
|
)
|
|
Other, net
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|
Intergroup tax allocation
|
272
|
|
|
(272
|
)
|
|
—
|
|
|
Intergroup tax payments
|
(52
|
)
|
|
52
|
|
|
—
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
||||
Current and other assets
|
(63
|
)
|
|
(18
|
)
|
|
(81
|
)
|
|
Payables and other current liabilities
|
(337
|
)
|
|
119
|
|
|
(218
|
)
|
|
Net cash provided (used) by operating activities
|
972
|
|
|
388
|
|
|
1,360
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||
Cash proceeds from dispositions
|
1
|
|
|
1,136
|
|
|
1,137
|
|
|
Investments in and loans to cost and equity investees
|
(4
|
)
|
|
(380
|
)
|
|
(384
|
)
|
|
Capital expended for property and equipment
|
(295
|
)
|
|
(57
|
)
|
|
(352
|
)
|
|
Cash paid for acquisitions, net of cash acquired
|
(24
|
)
|
|
(34
|
)
|
|
(58
|
)
|
|
Purchases of short term and other marketable securities
|
—
|
|
|
(1,391
|
)
|
|
(1,391
|
)
|
|
Sales of short term and other marketable securities
|
—
|
|
|
726
|
|
|
726
|
|
|
Other investing activities, net
|
(40
|
)
|
|
2
|
|
|
(38
|
)
|
|
Net cash provided (used) by investing activities
|
(362
|
)
|
|
2
|
|
|
(360
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||
Borrowings of debt
|
3,520
|
|
|
853
|
|
|
4,373
|
|
|
Repayments of debt
|
(3,056
|
)
|
|
(2,418
|
)
|
|
(5,474
|
)
|
|
Intergroup receipts (payments), net
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
Repurchases of Liberty Interactive common stock
|
(1,089
|
)
|
|
—
|
|
|
(1,089
|
)
|
|
Shares repurchased by subsidiary
|
—
|
|
|
(145
|
)
|
|
(145
|
)
|
|
Shares issued by subsidiary
|
—
|
|
|
27
|
|
|
27
|
|
|
Taxes paid in lieu of shares issued for stock-based compensation
|
(21
|
)
|
|
(17
|
)
|
|
(38
|
)
|
|
Excess tax benefit from stock-based compensation
|
13
|
|
|
10
|
|
|
23
|
|
|
Other financing activities, net
|
(56
|
)
|
|
(1
|
)
|
|
(57
|
)
|
|
Net cash provided (used) by financing activities
|
(687
|
)
|
|
(1,693
|
)
|
|
(2,380
|
)
|
|
Effect of foreign currency rates on cash
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(101
|
)
|
|
(1,303
|
)
|
|
(1,404
|
)
|
|
Cash and cash equivalents at beginning of period
|
699
|
|
|
1,961
|
|
|
2,660
|
|
|
Cash and cash equivalents at end period
|
$
|
598
|
|
|
658
|
|
|
1,256
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive
Group
|
|
Ventures Group
|
|
Consolidated
Liberty
|
||||
|
amounts in millions
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net earnings (loss)
|
$
|
529
|
|
|
1,062
|
|
|
1,591
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
596
|
|
|
13
|
|
|
609
|
|
|
Stock-based compensation
|
85
|
|
|
6
|
|
|
91
|
|
|
Cash payments for stock-based compensation
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
Excess tax benefit from stock-based compensation
|
(56
|
)
|
|
(8
|
)
|
|
(64
|
)
|
|
Noncash interest expense
|
9
|
|
|
—
|
|
|
9
|
|
|
Share of losses (earnings) of affiliates, net
|
(28
|
)
|
|
(57
|
)
|
|
(85
|
)
|
|
Cash receipts from return on equity investments
|
11
|
|
|
34
|
|
|
45
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(51
|
)
|
|
402
|
|
|
351
|
|
|
(Gains) losses on transactions, net
|
—
|
|
|
(1,531
|
)
|
|
(1,531
|
)
|
|
Impairment of intangible assets
|
92
|
|
|
—
|
|
|
92
|
|
|
Deferred income tax (benefit) expense
|
(179
|
)
|
|
192
|
|
|
13
|
|
|
Other, net
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Intergroup tax allocation
|
152
|
|
|
(152
|
)
|
|
—
|
|
|
Intergroup tax payments
|
(33
|
)
|
|
33
|
|
|
—
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
||||
Current and other assets
|
(78
|
)
|
|
8
|
|
|
(70
|
)
|
|
Payables and other current liabilities
|
433
|
|
|
(10
|
)
|
|
423
|
|
|
Net cash provided (used) by operating activities
|
1,470
|
|
|
(38
|
)
|
|
1,432
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||
Cash proceeds from dispositions
|
—
|
|
|
1,030
|
|
|
1,030
|
|
|
Proceeds (settlements) of financial instruments, net
|
—
|
|
|
(258
|
)
|
|
(258
|
)
|
|
Investments in and loans to cost and equity investees
|
(59
|
)
|
|
(177
|
)
|
|
(236
|
)
|
|
Capital expended for property and equipment
|
(338
|
)
|
|
(1
|
)
|
|
(339
|
)
|
|
Net sales (purchases) of short term and other marketable securities
|
46
|
|
|
(76
|
)
|
|
(30
|
)
|
|
Other investing activities, net
|
(111
|
)
|
|
97
|
|
|
(14
|
)
|
|
Net cash provided (used) by investing activities
|
(462
|
)
|
|
615
|
|
|
153
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||
Borrowings of debt
|
2,316
|
|
|
—
|
|
|
2,316
|
|
|
Repayments of debt
|
(1,392
|
)
|
|
(120
|
)
|
|
(1,512
|
)
|
|
Proceeds from rights offering
|
—
|
|
|
328
|
|
|
328
|
|
|
Reattribution of cash between groups
|
(1,346
|
)
|
|
1,346
|
|
|
—
|
|
|
Intergroup receipts (payments), net
|
162
|
|
|
(162
|
)
|
|
—
|
|
|
Repurchases of Liberty common stock
|
(815
|
)
|
|
—
|
|
|
(815
|
)
|
|
Taxes paid in lieu of shares issued for stock-based compensation
|
(112
|
)
|
|
(16
|
)
|
|
(128
|
)
|
|
Excess tax benefit from stock-based compensation
|
56
|
|
|
8
|
|
|
64
|
|
|
Other financing activities, net
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
Net cash provided (used) by financing activities
|
(1,136
|
)
|
|
1,384
|
|
|
248
|
|
|
Effect of foreign currency rates on cash
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(148
|
)
|
|
1,961
|
|
|
1,813
|
|
|
Cash and cash equivalents at beginning of period
|
847
|
|
|
—
|
|
|
847
|
|
|
Cash and cash equivalents at end period
|
$
|
699
|
|
|
1,961
|
|
|
2,660
|
|
|
Attributed (note 1)
|
|
|
||||||
|
Interactive
Group
|
|
Ventures Group
|
|
Consolidated
Liberty
|
||||
|
amounts in millions
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net earnings (loss)
|
$
|
958
|
|
|
7
|
|
|
965
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||
(Earnings) loss from discontinued operations
|
(378
|
)
|
|
—
|
|
|
(378
|
)
|
|
Depreciation and amortization
|
641
|
|
|
—
|
|
|
641
|
|
|
Stock-based compensation
|
49
|
|
|
—
|
|
|
49
|
|
|
Cash payments for stock-based compensation
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
Excess tax benefit from stock-based compensation
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|
Noncash interest expense
|
4
|
|
|
5
|
|
|
9
|
|
|
Share of losses (earnings) of affiliates, net
|
(23
|
)
|
|
(117
|
)
|
|
(140
|
)
|
|
Cash receipts from return on equity investments
|
3
|
|
|
19
|
|
|
22
|
|
|
Realized and unrealized gains (losses) on financial instruments, net
|
(75
|
)
|
|
(9
|
)
|
|
(84
|
)
|
|
Deferred income tax (benefit) expense
|
(109
|
)
|
|
153
|
|
|
44
|
|
|
Other, net
|
(20
|
)
|
|
15
|
|
|
(5
|
)
|
|
Intergroup tax allocation
|
154
|
|
|
(154
|
)
|
|
—
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
||||
Current and other assets
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
|
Payables and other current liabilities
|
(20
|
)
|
|
(7
|
)
|
|
(27
|
)
|
|
Net cash provided (used) by operating activities
|
988
|
|
|
(88
|
)
|
|
900
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||
Investments in and loans to cost and equity investees
|
(56
|
)
|
|
(9
|
)
|
|
(65
|
)
|
|
Capital expended for property and equipment
|
(312
|
)
|
|
—
|
|
|
(312
|
)
|
|
Net sales (purchases) of short term and other marketable securities
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
|
Other investing activities, net
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
Net cash provided (used) by investing activities
|
(428
|
)
|
|
(9
|
)
|
|
(437
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||
Borrowings of debt
|
383
|
|
|
—
|
|
|
383
|
|
|
Repayments of debt
|
(788
|
)
|
|
(111
|
)
|
|
(899
|
)
|
|
Intergroup receipts (payments), net
|
(208
|
)
|
|
208
|
|
|
—
|
|
|
Repurchases of Liberty common stock
|
(366
|
)
|
|
—
|
|
|
(366
|
)
|
|
Taxes paid in lieu of shares issued for stock-based compensation
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
Excess tax benefit from stock-based compensation
|
19
|
|
|
—
|
|
|
19
|
|
|
Other financing activities, net
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|
Net cash provided (used) by financing activities
|
(1,013
|
)
|
|
97
|
|
|
(916
|
)
|
|
Effect of foreign currency rates on cash
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
Net cash provided by (to) discontinued operations
|
|
|
|
|
|
||||
Cash provided (used) by operating activities
|
304
|
|
|
—
|
|
|
304
|
|
|
Cash provided (used) by investing activities
|
(104
|
)
|
|
—
|
|
|
(104
|
)
|
|
Cash provided (used) by financing activities
|
(264
|
)
|
|
—
|
|
|
(264
|
)
|
|
Change in available cash held by discontinued operations
|
15
|
|
|
—
|
|
|
15
|
|
|
Net cash provided by (to) discontinued operations
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(506
|
)
|
|
—
|
|
|
(506
|
)
|
|
Cash and cash equivalents at beginning of period
|
1,353
|
|
|
—
|
|
|
1,353
|
|
|
Cash and cash equivalents at end period
|
$
|
847
|
|
|
—
|
|
|
847
|
|
(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 and our interest in HSN, Inc. Accordingly, the accompanying attributed financial information for the Interactive Group includes the foregoing investment, 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:
|
|
December 31, 2013
|
|
December 31, 2012
|
|||
|
amounts in millions
|
|||||
Interactive Group
|
|
|
|
|||
Other cost investments
|
$
|
4
|
|
|
4
|
|
Total Interactive Group
|
4
|
|
|
4
|
|
|
Ventures Group
|
|
|
|
|||
Time Warner Inc.
|
306
|
|
|
1,042
|
|
|
Time Warner Cable Inc.
|
741
|
|
|
531
|
|
|
Other AFS investments
|
262
|
|
|
143
|
|
|
TripAdvisor AFS securities
|
188
|
|
|
99
|
|
|
Total Ventures Group
|
1,497
|
|
|
1,815
|
|
|
Consolidated Liberty
|
$
|
1,501
|
|
|
1,819
|
|
(3)
|
The following table presents information regarding certain equity method investments:
|
|
|
|
|
|
|
|
Share of earnings (losses)
|
|||||||||||
|
December 31, 2013
|
|
Years ended December 31,
|
|||||||||||||||
|
Percentage
ownership
|
|
Carrying
value
|
|
Market
value
|
|
||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||
|
dollar amounts in millions
|
|
|
|||||||||||||||
Interactive Group
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
HSN, Inc. (3)
|
38
|
%
|
|
$
|
293
|
|
|
1,247
|
|
|
61
|
|
|
40
|
|
|
38
|
|
Other
|
various
|
|
|
50
|
|
|
N/A
|
|
|
(13
|
)
|
|
(12
|
)
|
|
(15
|
)
|
|
Total Interactive Group
|
|
|
343
|
|
|
|
|
|
48
|
|
|
28
|
|
|
23
|
|
||
Ventures Group
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expedia, Inc. (1)(2)(3)
|
18
|
%
|
|
477
|
|
|
1,608
|
|
|
31
|
|
|
67
|
|
|
119
|
|
|
TripAdvisor, Inc. (1)(4)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
NA
|
|
|
38
|
|
|
NA
|
|
|
Other (5)
|
various
|
|
|
417
|
|
|
N/A
|
|
|
(46
|
)
|
|
(48
|
)
|
|
(2
|
)
|
|
Total Ventures Group
|
|
|
894
|
|
|
|
|
(15
|
)
|
|
57
|
|
|
117
|
|
|||
Consolidated Liberty
|
|
|
$
|
1,237
|
|
|
|
|
33
|
|
|
85
|
|
|
140
|
|
(1)
|
During the fourth quarter of 2011 Expedia, Inc. completed the pro-rata split-off of TripAdvisor, a wholly owned subsidiary. Therefore, the Company had a 26% ownership interest in each of Expedia, Inc. and TripAdvisor as of December 31, 2011.
|
(2)
|
Liberty entered into a forward sales contract on 12 million shares of Expedia common stock in March 2012 at a per share forward price of $34.316. The forward contract was settled in October 2012 for total cash proceeds of $412 million and the 12 million shares of Expedia common stock, previously held as collateral, were released to the counterparty. In the fourth quarter when the forward contract settled, the difference between the fair value of the Expedia shares and the carrying value of the shares ($443 million) was recognized in the gain (loss) on dispositions, net line item in the statement of operations. Liberty owns an approximate 18% equity interest and 58% voting interest in Expedia. Liberty has entered into governance arrangements pursuant to which Mr. Barry Diller, Chairman of the Board and Senior Executive Officer of Expedia, may vote its interests of Expedia, subject to certain limitations. Additionally, through our governance arrangements with Mr. Diller, we have the right to appoint and have appointed 20% of the members of Expedia's board of directors, which is currently comprised of 10 members. Therefore, we determined based on these arrangements that we have significant influence through our arrangements with Expedia and have accounted for the investment as an equity method affiliate.
|
(3)
|
During the year ended December 31, 2013, Expedia, Inc. and HSN, Inc. paid dividends aggregating
$13 million
and
$16 million
, respectively, which were recorded as reductions to the investment balances.
|
(4)
|
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 (an additional 4% equity ownership interest), for $300 million, and obtained voting control of TripAdvisor, see note 5 in the accompanying consolidated financial statements for additional details of the transactions related to TripAdvisor.
|
(5)
|
Liberty invested
$300 million
in a solar energy plant during 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. 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.
|
(4)
|
Debt attributed to the Interactive Group and the Ventures Group is comprised of the following:
|
|
|
|
December 31, 2013
|
||||||
|
|
|
Outstanding
principal
|
|
Carrying
value
|
||||
|
|
|
amounts in millions
|
||||||
Interactive Group
|
|
|
|
||||||
|
Corporate level notes and debentures
|
|
|
|
|||||
|
|
8.5% Senior Debentures due 2029
|
$
|
287
|
|
|
285
|
|
|
|
|
8.25% Senior Debentures due 2030
|
504
|
|
|
501
|
|
||
|
|
1% Exchangeable Senior Debentures due 2043
|
400
|
|
|
423
|
|
||
|
Subsidiary level notes and facilities
|
|
|
|
|||||
|
|
QVC 7.5% Senior Secured Notes due 2019
|
769
|
|
|
761
|
|
||
|
|
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
|
922
|
|
|
922
|
|
||
|
|
Other subsidiary debt
|
141
|
|
|
141
|
|
||
|
Total Interactive Group
|
5,073
|
|
|
5,083
|
|
|||
Ventures Group
|
|
|
|
||||||
|
Corporate level debentures
|
|
|
|
|||||
|
|
4% Exchangeable Senior Debentures due 2029
|
439
|
|
|
284
|
|
||
|
|
3.75% Exchangeable Senior Debentures due 2030
|
439
|
|
|
270
|
|
||
|
|
3.5% Exchangeable Senior Debentures due 2031
|
363
|
|
|
316
|
|
||
|
|
0.75% Exchangeable Senior Debentures due 2043
|
850
|
|
|
1,062
|
|
||
|
Subsidiary level notes and facilities
|
|
|
|
|||||
|
|
TripAdvisor Debt Facilities
|
369
|
|
|
369
|
|
||
|
Total Ventures Group
|
2,460
|
|
|
2,301
|
|
|||
|
|
Total consolidated Liberty debt
|
$
|
7,533
|
|
|
7,384
|
|
|
|
|
Less current maturities
|
|
|
(978
|
)
|
|||
|
|
Total long-term debt
|
|
|
$
|
6,406
|
|
(5)
|
Cash compensation expense for our corporate employees will be allocated among 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 determined methodology. Amounts allocated from the Interactive Group to the Ventures Group was determined to be $11 million and $5 million for the years ended December 31,
2013
and
2012
, respectively. We note that stock compensation related to each tracking stock group is determined based on actual options outstanding for each respective tracking stock group, therefore, as it relates to periods prior to the Split-Off no stock compensation expense was recognized by the Ventures group.
|
(6)
|
We have accounted for income taxes for the Interactive Group and the Ventures Group in the accompanying attributed financial information in a manner similar to a stand-alone company basis. To the extent this methodology differs from our tax sharing policy, differences have been reflected in the attributed net assets of the groups.
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Current:
|
|
|
|
|
|
||||
Federal
|
$
|
(361
|
)
|
|
(365
|
)
|
|
(310
|
)
|
State and local
|
(26
|
)
|
|
(26
|
)
|
|
(32
|
)
|
|
Foreign
|
(82
|
)
|
|
(140
|
)
|
|
(120
|
)
|
|
|
$
|
(469
|
)
|
|
(531
|
)
|
|
(462
|
)
|
Deferred:
|
|
|
|
|
|
||||
Federal
|
$
|
196
|
|
|
152
|
|
|
103
|
|
State and local
|
(58
|
)
|
|
20
|
|
|
2
|
|
|
Foreign
|
(7
|
)
|
|
7
|
|
|
4
|
|
|
|
131
|
|
|
179
|
|
|
109
|
|
|
Income tax benefit (expense)
|
$
|
(338
|
)
|
|
(352
|
)
|
|
(353
|
)
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Computed expected tax benefit (expense)
|
$
|
(288
|
)
|
|
(309
|
)
|
|
(327
|
)
|
State and local income taxes, net of federal income taxes
|
(22
|
)
|
|
(4
|
)
|
|
(17
|
)
|
|
Foreign taxes, net of foreign tax credits
|
(7
|
)
|
|
5
|
|
|
(3
|
)
|
|
Change in valuation allowance affecting tax expense
|
(26
|
)
|
|
(8
|
)
|
|
(15
|
)
|
|
Impairment of intangible assets
|
(2
|
)
|
|
(29
|
)
|
|
—
|
|
|
Other, net
|
7
|
|
|
(7
|
)
|
|
9
|
|
|
Income tax benefit (expense)
|
$
|
(338
|
)
|
|
(352
|
)
|
|
(353
|
)
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Deferred tax assets:
|
|
|
|
|||
Net operating and capital loss carryforwards
|
$
|
68
|
|
|
92
|
|
Foreign tax credit carryforwards
|
129
|
|
|
87
|
|
|
Accrued stock compensation
|
26
|
|
|
11
|
|
|
Other accrued liabilities
|
79
|
|
|
80
|
|
|
Investments
|
—
|
|
|
16
|
|
|
Other future deductible amounts
|
130
|
|
|
133
|
|
|
Deferred tax assets
|
432
|
|
|
419
|
|
|
Valuation allowance
|
(51
|
)
|
|
(40
|
)
|
|
Net deferred tax assets
|
381
|
|
|
379
|
|
|
|
|
|
|
|||
Deferred tax liabilities:
|
|
|
|
|||
Intangible assets
|
1,419
|
|
|
1,541
|
|
|
Deferred tax liabilities
|
1,419
|
|
|
1,541
|
|
|
Net deferred tax liabilities
|
$
|
1,038
|
|
|
1,162
|
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Current deferred tax (assets) liabilities
|
$
|
(170
|
)
|
|
(156
|
)
|
Long-term deferred tax liabilities
|
1,208
|
|
|
1,318
|
|
|
Net deferred tax liabilities
|
$
|
1,038
|
|
|
1,162
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Current:
|
|
|
|
|
|
||||
Federal
|
$
|
233
|
|
|
151
|
|
|
154
|
|
State and local
|
(10
|
)
|
|
(1
|
)
|
|
—
|
|
|
Foreign
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
|
$
|
203
|
|
|
150
|
|
|
154
|
|
Deferred:
|
|
|
|
|
|
||||
Federal
|
$
|
(207
|
)
|
|
(183
|
)
|
|
(145
|
)
|
State and local
|
180
|
|
|
(9
|
)
|
|
(8
|
)
|
|
Foreign
|
32
|
|
|
—
|
|
|
—
|
|
|
|
5
|
|
|
(192
|
)
|
|
(153
|
)
|
|
Income tax benefit (expense)
|
$
|
208
|
|
|
(42
|
)
|
|
1
|
|
|
Years ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
|
amounts in millions
|
||||||||
Computed expected tax benefit (expense)
|
$
|
39
|
|
|
(386
|
)
|
|
(2
|
)
|
State and local income taxes, net of federal income taxes
|
5
|
|
|
(7
|
)
|
|
(5
|
)
|
|
Foreign taxes, net of foreign tax credits
|
15
|
|
|
—
|
|
|
—
|
|
|
Impact of change in state rate on deferred taxes
|
109
|
|
|
—
|
|
|
—
|
|
|
Consolidation of previously held equity method affiliate
|
—
|
|
|
294
|
|
|
—
|
|
|
Change in valuation allowance affecting tax expense
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
Dividends received deductions
|
—
|
|
|
10
|
|
|
5
|
|
|
Alternative energy tax credits
|
54
|
|
|
48
|
|
|
3
|
|
|
Other, net
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|
Income tax benefit (expense)
|
$
|
208
|
|
|
(42
|
)
|
|
1
|
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Deferred tax assets:
|
|
|
|
|||
Net operating and capital loss carryforwards
|
$
|
34
|
|
|
18
|
|
Other
|
48
|
|
|
36
|
|
|
Deferred tax assets
|
82
|
|
|
54
|
|
|
Valuation allowance
|
(17
|
)
|
|
(12
|
)
|
|
Net deferred tax assets
|
65
|
|
|
42
|
|
|
|
|
|
|
|||
Deferred tax liabilities:
|
|
|
|
|||
Investments
|
569
|
|
|
508
|
|
|
Intangible assets
|
862
|
|
|
1,209
|
|
|
Discount on exchangeable debentures
|
965
|
|
|
890
|
|
|
Deferred gain on debt retirements
|
313
|
|
|
321
|
|
|
Other
|
82
|
|
|
73
|
|
|
Deferred tax liabilities
|
2,791
|
|
|
3,001
|
|
|
Net deferred tax liabilities
|
$
|
2,726
|
|
|
2,959
|
|
|
December 31,
|
|||||
|
2013
|
|
2012
|
|||
|
amounts in millions
|
|||||
Current deferred tax asset of TripAdvisor (1)
|
$
|
(5
|
)
|
|
—
|
|
Current deferred tax liabilities
|
1,095
|
|
|
1,068
|
|
|
Long-term deferred tax liabilities
|
1,636
|
|
|
1,891
|
|
|
Net deferred tax liabilities
|
$
|
2,726
|
|
|
2,959
|
|
(7)
|
The Liberty Interactive Stock and the Liberty Ventures Stock have voting and conversion rights under our restated charter. Following is a summary of those rights. Holders of Series A common stock of each group is entitled to one vote per share, and holders of Series B common stock of each group are entitled to ten votes per share. Holders of Series C common stock of each group, if issued, are entitled to 1/100th of a vote per share in certain limited cases and will otherwise not be entitled to vote. In general, holders of Series A and Series B common stock will vote as a single class. In certain limited circumstances, the board may elect to seek the approval of the holders of only Series A and Series B Liberty Interactive Stock or the approval of the holders of only Series A and Series B Liberty Ventures Stock.
|
Liberty Interactive Corporation Net Assets
|
$
|
11,435
|
|
Reconciling items:
|
|
||
LINT put option obligations
|
—
|
|
|
LINT LLC Net Assets
|
$
|
11,435
|
|
|
|
||
Liberty Interactive Corporation Net Earnings
|
$
|
580
|
|
Reconciling items:
|
|
||
General and administrative expenses
|
1
|
|
|
Unrealized gain on LINT put options
|
(2
|
)
|
|
Liberty Interactive LLC Net Earnings
|
$
|
579
|
|