SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 4, 2015
LIBERTY INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
001-33982 |
84-1288730 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On August 5, 2015, Liberty Interactive Corporation (the “ Company ”) issued a press release (the “ Earnings Release ”) setting forth information, including financial information, which is intended to supplement the financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission (the “ SEC ”) on August 5, 2015.
This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding the Company's results of operations or financial condition for the quarter ended June 30, 2015, are being furnished to the SEC.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 4, 2015, the Company’s board of directors (the “ Board ”) approved an amendment and restatement of the Company’s bylaws (the “ Amended Bylaws ”), which became effective immediately. Under the Amended Bylaws, the treasurer of the Company is not required to also serve as the Company’s chief financial officer.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Name |
3.1 |
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Amended and Restated Bylaws of the Company |
99.1 |
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Earnings Release dated August 5, 2015 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 6 , 2015
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LIBERTY INTERACTIVE CORPORATION |
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By: |
/s/ Wade Haufschild |
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Name: Wade Haufschild |
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Title: Vice President |
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Exhibit No. |
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Name |
3.1 |
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Amended and Restated Bylaws of the Company |
99.1 |
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Earnings Release dated August 5, 2015 |
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Exhibit 3.1
LIBERTY INTERACTIVE CORPORATION
STOCKHOLDERS
An annual meeting of stockholders for the purpose of electing directors and of transacting any other business properly brought before the meeting pursuant to these Bylaws shall be held each year at such date, time and place, either within or without the State of Delaware or, if so determined by the Board of Directors in its sole discretion, at no place (but rather by means of remote communication), as may be specified by the Board of Directors in the notice of meeting.
Except as otherwise provided in the terms of any series of preferred stock or unless otherwise provided by law or by the Certificate of Incorporation, special meetings of stockholders of the Corporation, for the transaction of such business as may properly come before the meeting, may be called by the Secretary of the Corporation (the “ Secretary ”) only (i) upon written request received by the Secretary at the principal executive offices of the Corporation by or on behalf of the holder or holders of record of outstanding shares of capital stock of the Corporation, representing collectively not less than 66 2 / 3 % of the total voting power of the outstanding capital stock of the Corporation entitled to vote at such meeting or (ii) at the request of not less than 75% of the members of the Board of Directors then in office. Only such business may be transacted as is specified in the notice of the special meeting. The Board of Directors shall have the sole power to determine the time, date and place, either within or without the State of Delaware, or, if so determined by the Board of Directors in its sole discretion, at no place (but rather by means of remote communication), for any special meeting of stockholders (including those properly called by the Secretary in accordance with Section 1.2(i) hereof) . Following such determination, it shall be the duty of the Secretary to cause notice to be given to the stockholders entitled to vote at such meeting that a meeting will be held at the time, date and place , if any, and in accordance with the record date determined by the Board of Directors.
In order that the Corporation may determine the stockholders entitled to notice o f any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) calendar days nor less than ten (10) calendar days before the date of such meeting . If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any
meeting of stockholders , such date shall be the record date for determining the stockholders entitled to vote at such meeting, unless the Board of Directors determines, at the time it fixes the record date for determining the stockholders entitled to notice of such meeting, that a later date on or before the date of the meeting shall be the record date for determining stockholders entitled to vote at such meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix , in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) calendar days prior to suc h action. If no record date is fixed by the Board of Directors: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting in accordance with this Section 1.3.
Notice of all stockholders meetings, stating the place, if any, date and hour thereof , as well as the record date for determining stockholders entitled to vote at such meeting (if such record date is different from the record date for determining stockholders entitled to notice of the meeting) ; the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting ; and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation in accordance with Section 5.4 of these Bylaws, applicable law and applicable stock exchange rules and regulations by the Chairman of the Board, the President, any Vice President, the Secretary or an Assistant Secretary, to each stockholder entitled to notice of such meeting, unless otherwise provided by applicable law or the Certificate of Incorporation, at least ten (10) calendar days but not more than sixty (60) calendar days before the date of the meeting .
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(a) Annual Meetings of Stockholders . |
T o be in proper written form, such stockholder’s notice to the Secretary must be submitted by a holder of record of stock entitled to vote on the nomination of directors of the Corporation and shall set forth in writing and describe in fair, accurate, and material detail (A ) as to each person whom the stockholder proposes to nominate for election as a director ( a “ nominee ”) ( i) all information relating to such nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and (ii) such nominee ’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; ( B ) as to any other business that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), and (iii) any material interest of the stockholder and beneficial owner, if any, on whose behalf the proposal is made, in such business; and ( C ) as to such stockholder giving notice and the beneficial owner or owners , if different , on whose behalf the nomination or proposal is made , and any affiliates or associates (each within the meaning of Rule 12b-2 under the Exchange Act) of such stockholder or beneficial owner (each a “ Proposing Person ”) (i) the name and address, as they
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appear on the Corporation’s books, of such Proposing Person , (ii) the class or series and number of shares of the capital stock of the Corporation that are owned be neficially and of record by such Proposing Person , (iii) a description of all arrangement s or understandings between suc h Proposing Person and any other person or persons (including their names) pursuant to which the proposals are to be made by such stockholder, (iv) a representation by each Proposing Person who is a holder of record of stock of the Corporation (A) that the notice the Proposing Person is giving to the Secretary is being given on behalf of (x) such holder of record and/or (y) if different than such holder of record, one or more beneficial owners of stock of the Corporation held of record by such holder of record, (B) as to each such beneficial owner, the number of shares held of record by such holder of record that are beneficially owned by such beneficial owner, with documentary evidence of such beneficial ownership, and (C) that such holder of record is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination set forth in its notice, (v) a representation ( I ) whether any such Proposing Person or nominee has received any financial assistance, funding or other consideration from any other person in respect of the nomination (and the details thereof) (a “ Stockholder Associated Person ”) and ( II ) whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to the Corporation within the past six (6) months by, or is in effect with respect to, such stockholder, any person to be nominated by such stockholder or any Stockholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder, nominee or any such Stockholder Associated Person, and (vi) a representation whethe r any Proposing Person intends or is part of a group that intends to ( I ) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding voting power required to approve or adopt the proposal or elect the nominee and/or ( II ) otherwise solicit proxies from stockholders in support of such proposal, and (vii) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies in support of such proposal pursuant to Section 14 of the Exchange Act, and any rules and regulations promulgated thereunder. The foregoing notice requirements of this Section 1.5 shall not apply to any proposal made pursuant to Rule 14a - 8 (or any successor thereof) promulgated under the Exchange Act. A proposal to be made pursuant to Rule 14a - 8 (or any successor thereof) promulgated under the Exchange Act shall be deemed satisfied if the stockholder making such proposal complies with the provisions of Rule 14a - 8 and has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a - 8 and such stockholder ’ s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine (x) the eligibility of such proposed nominee to serve as a director of the Corporation and (y) whether the nominee would qualify as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation .
such updated and supplemental information not later than eight (8) business days before any adjournment or postponement, on the first practicable date before any such adjournment or postponement). |
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Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law or in the Certificate of Incorporation or these Bylaws, at any meeting of stockholders, the holders of a majority in total voting power of the outstanding shares of stock entitled to vote at the meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business. The chairman of the meeting shall have the power and duty to determine whether a quorum is present at any meeting of the stockholders. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided , however , that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including, but not limited to, its own stock, held by it in a fiduciary capacity. In the absence of a quorum, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 1.7 hereof until a quorum shall be present.
Any meeting of stockholders, annual or special, may be adjourned from time to time solely by the chairman of the meeting because of the absence of a quorum or for any other reason and to reconvene at the same or some other time, date and place, if any , or by means of remote communication . Notice need not be given of any such adjourned meeting if the time, date and place , if any, and the means of remote communications, if any, thereof are announced at the meeting at which the adjournment is taken. The chairman of the meeting shall have full power and authority to adjourn a stockholder meeting in his sole discretion even over stockholder opposition to such adjournment. The stockholders present at a meeting shall not have the authority to adjourn the meeting. If the time, date and place, if any, thereof, and the means of remote communication, if any, by which the stockholders and the proxy holders may be deemed to be presen t in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken and the adjournment is for less than thirty (30) calendar days, no notice need be given of any such adjourned meeting. If the adjournment is for more than thirty (30) calendar days or if after the adjournment a new record date for determining stockholders entitled to vote at the adjourned meeting is fixed for the adjourned meeting, then notice shall be given to each stockholder entitled to vote at the meeting. At the adjourned meeting, the stockholders may transact any business that might have been transacted at the original meeting.
The Chairman of the Board, or in his absence the President, or in their absence any Vice President, shall call to order meetings of stockholders and preside over and act as chairman of such meetings. The Board of Directors or, if the Board fails to act, the stockholders, may appoint any stockholder, director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the President and all Vice Presidents. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be determined by the chairman of the meeting and announced at the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the
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meeting of stockholders as it shall deem appropriate. Unless otherwise determined by the Board of Directors, the chairman of the meeting shall have the exclusive right to determine the order of business and to prescribe other such rules, regulations and procedures and shall have the authority in his discretion to regulate the conduct of any such meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) rules and procedures for maintaining order at the meeting and the safety of those present; (ii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iii) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (iv) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
The Secretary shall act as secretary of all meetings of stockholders, but, in the absence of the Secretary, the chairman of the meeting may appoint any other person to act as secretary of the meeting.
Any previously scheduled annual or special meeting of the stockholders may be postponed or canceled by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.
Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law, the Certificate of Incorporation or these Bylaws and except for the election of directors, at any meeting duly called and held at which a quorum is present, the affirmative vote of a majority of the combined voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Subject to the rights of the holders of any series of preferred stock, at any meeting duly called and held for the election of directors at which a quorum is present, directors shall be elected by a plurality of the combined voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock ledger to prepare and make, at least ten (10) calendar days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the stockholder’s name; provided, however, if the record date for determining the stockholders entitled to vote at the meeting is fewer than ten (10) calendar days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10 th ) calendar day before the meeting date. Nothing contained in this Section 1.11 shall require the Corporation to include
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electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) calendar days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence of the identity of the stockholders entitled to examine such list.
For purposes of these Bylaws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:
BOARD OF DIRECTORS
Any director of the Corporation, or any member of any committee, may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, the Chairman of the Board or the President or Secretary. Any such resignation shall take effect at the time specified therein or, if the time be not specified therein, then upon receipt thereof. The acceptance of such resignation shall not be necessary to make it effective unless otherwise stated therein.
Subject to the rights of the holders of any series of preferred stock, directors may be removed from office only for cause upon the affirmative vote of the holders of not less than a majority of the total voting power of the then outstanding shares entitled to vote at an election of directors voting together as a single class.
Subject to the rights of the holders of any series of preferred stock, vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or other cause, and newly created directorships resulting from any increase in the number of directors on the Board of Directors, shall be filled only by the affirmative vote of a majority of the remaining directors then in office (even though less than a quorum) or by the sole remaining director . Any director elected
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in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is apportioned, and until such director’s successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director, except as may be provided in the terms of any series of preferred stock with respect to any additional director elected by the holders of such series of preferred stock. If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any stockholder may call a special meeting of stockholders in the same manner that the Board of Directors may call such a meeting, and directors for the unexpired terms may be elected at such special meeting.
Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors, such determination to constitute the only notice of such regular meetings to which any director shall be entitled. In the absence of any such determination, such meeting shall be held, upon notice to each director in accordance with Section 2.6 of this Article II, at such times and places, within or without the State of Delaware, as shall be designated in the notice of meeting.
Special meetings of the Board of Directors shall be held at such times and places, if any, within or without the State of Delaware, as shall be designated in the notice of the meeting in accordance with Section 2.6 hereof . Special meetings of the Board of Directors may be called by the Chairman of the Board, and shall be called by the President or Secretary upon the written request of not less than 75% of the members of the Board of Directors then in office.
The Secretary, or in his absence any other officer of the Corporation, shall give each director notice of the time and place of holding of any regular meetings (if required) or special meetings of the Board of Directors , in accordance with Section 5.4 of these Bylaws, by mail at leas t ten (10) calendar days before the meeting, or by courier service at least three (3) calendar days before the meeting, or by facsimile transmission, electronic mail or other electronic transmission, or personal service , in each case, at least twenty-four (24) hours before the meeting , unless notice is waived in accordance with Section 5.4 of these Bylaws . Unless otherwise stated in the notice thereof, any and all business may be transacted at any meeting without specification of such business in the notice.
Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of telephone conference or othe r communications equipment by means of which all persons participating in the meeting can hear each other and communicate with each other, and such participation in a meeting by such means shall constitute presence in person at such meeting.
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A majority of the total number of members of the Board of Directors as constituted from time to time shall constitute a quorum for the transaction of business, but, if at any meeting of the Board of Directors (whether or not adjourned from a previous meeting) there shall be less than a quorum present, a majority of those present may adjourn the meeting to another time, date and place, and the meeting may be held as adjourned without further notice or waiver. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, a majority of the directors present at any meeting at which a quorum is present may decide any question brought before such meeting. Meetings shall be presided over by the Chairman of the Board or in his absence by such other person as the directors may select. The Board of Directors shall keep written minutes of its meetings. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.
The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee to replace absent or disqualified members at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board of Directors passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be impressed on all papers that may require it, but no such committee shall have the power or authority of the Board of Directors in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the laws of the State of Delaware to be submitted to the stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise specified in the resolution of the Board of Directors designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.
The Corporation shall indemnify members of the Board of Directors and officers of the Corporation and their respective heirs, personal representatives and successors in interest for or on account of any action performed on behalf of the Corporation, to the fullest extent permitted by
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the laws of the State of Delaware and the Corporation’s Certificate of Incorporation, as now or hereafter in effect.
To the extent not prohibited by law, the Corporation shall indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a “ Proceeding ”), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the Corporation, or is or was serving in any capacity at the request of the Corporation for any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprises (an “ Other Entity ”), against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees). Persons who are not directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to an Other Entity at the request of the Corporation to the extent the Board of Directors at any time specifies that such persons are entitled to the benefits of this Section 2.10 . Except as otherwise provided in Section 2.12 hereof, the Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by the person was authorized by the Board of Directors.
The Corporation shall, from time to time, reimburse or advance to any director or officer or other person entitled to indemnification hereunder the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any Proceeding in advance of the final disposition of such Proceeding; provided , however , that, such expenses incurred by or on behalf of any director or officer or other person may be paid in advance of the final disposition of a Proceeding only upon receipt by the Corporation of an undertaking, by or on behalf of such director or officer or such person , to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right of app eal that such director, officer or other person is not entitled to be indemnified for such expenses. Except as otherwise provided in Section 2.12 hereof, the Corporation shall be required to reimburse or advance expenses incurred by a person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by the person was authorized by the Board of Directors.
If a claim for indemnification or advancement of expenses under this Article II is not paid in full within sixty ( 60 ) calendar days after a written claim therefor by the person seeking indemnification or reimbursement or advancement of expenses has been received by the Corporation, the person may file suit to recover the unpaid amount of such claim and, if successful, in whole or in part, shall be entitled to be paid the expense (including attorneys’ fees) of
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prosecuting such claim to the fullest extent permitted by Delaware law . In any such action the Corporation shall have the burden of proving that the person seeking indemnification or reimbursement or advancement of expenses is not entitled to the requested indemnification, reimbursement or advancement of expenses under applicable law.
Any amendment, modification or repeal of the foregoing provisions of this Article II shall not adversely affect any right or protection hereunder of any person entitled to indemnification under Section 2.9 hereof in respect of any act or omission occurring prior to the time of such repeal or modification.
The Board of Directors, by the affirmative vote of not less than 75% of the members of the Board of Directors then in office, may designate an executive committee, all of whose members shall be directors, to manage and operate the affairs of the Corporation or particular properties or enterprises of the Corporation. Subject to the limitations of the law of the State of Delaware and the Certificate of Incorporation, such executive committee shall exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Corporation including, but not limited to, the power and authority to authorize the issuance of shares of common or preferred stock. The executive committee shall keep minutes of its meetings and report to the Board of Directors not less often than quarterly on its activities and shall be responsible to the Board of Directors for the conduct of the enterprises and affairs entrusted to it. Regular meetings of the executive committee, of which no notice shall be necessary, shall be held at such time, dates and places , if any, as shall be fixed by resolution adopted by the executive committee. Special meetings of the executive committee shall be called at the request of the President or of any member of the executive committee, and shall be held upon such notice as is required by these Bylaws for special meetings of the Board of Directors, provided that oral notice by telephone or otherwise , or notice by electronic transmission shall be sufficient if received not later than the day immediately preceding the day of the meeting.
The Board of Directors may by resolution establish committees other than an executive committee and shall specify with particularity the powers and duties of any such committee. Subject to the limitations of the laws of the State of Delaware and the Certificate of Incorporation, any such committee shall exercise all powers and authority specifically granted to it by the Board of Directors, which powers may include the authority to authorize the issuance of shares of common or preferred stock. Such committees shall serve at the pleasure of the Board of Directors, keep minutes of their meetings and have such names as the Board of Directors by resolution may determine and shall be responsible to the Board of Directors for the conduct of the enterprises and affairs entrusted to them.
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Directors shall receive such compensation for attendance at any meetings of the Board and any expenses incidental to the performance of their duties as the Board of Directors shall determine by resolution. Such compensation may be in addition to any compensation received by the members of the Board of Directors in any other capacity.
Nothing contained in these Bylaws shall be deemed to restrict the power of members of the Board of Directors or any committee designated by the Board of Directors to take any action required or permitted to be taken by them without a meeting ; provided, however, that if such action is taken without a meeting by consent by electronic transmission or transmissions, such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the electronic transmission or transmissions were authorized by the director .
OFFICERS
The Board of Directors shall elect from its own number, a Chairman of the Board and a President. The Board of Directors may also elect such Vice Presidents as in the opinion of the Board of Directors the business of the Corporation requires, a Treasurer and a Secretary, any of whom may or may not be directors. The Board of Directors may also elect, from time to time, such other or additional officers as in its opinion are desirable for the conduct of business of the Corporation and such officers shall hold office at the pleasure of the Board of Directors ; provided , however , that the President shall not hold any other office except that of Chairman of the Board.
The Chairman of the Board shall have overall responsibility for the management and direction of the business and affairs of the Corporation and shall exercise such duties as customarily pertain to the office of Chairman of the Board and such other duties as may be prescribed from time to time by the Board of Directors. He shall be the senior officer of the Corporation and in case of the inability or failure of the President to perform his duties, he shall perform the duties of the President. He may appoint and terminate the appointment or election of officers, agents or employees other than those appointed or elected by the Board of Directors. He may sign, execute and deliver, in the name of the Corporation, powers of attorney, contracts, bonds and other obligations. The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present, and shall perform such other duties as may be prescribed from time to time by the Board of Directors or these Bylaws.
15
The President of the Corporation shall have such powers and perform such duties as customarily pertain to a chief executive officer and the office of a president, including, without limitation, being responsible for the active direction of the daily business of the Corporation, and shall exercise such other duties as may be prescribed from time to time by the Board of Directors. The President may sign, execute and deliver, in the name of the Corporation, powers of attorney, contracts, bonds and other obligations. In the absence or disability of the Chairman of the Board, the President shall perform the duties and exercise the powers of the Chairman of the Board.
Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Chairman of the Board, the President, the executive committee, if any, or the Board of Directors. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his duties which implement policies established by the Board of Directors.
Unless the Board of Directors otherwise declares by resolution, the Treasurer shall have general custody of all the funds and securities of the Corporation and general supervision of the collection and disbursement of funds of the Corporation. He shall endorse for collection on behalf of the Corporation checks, notes and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depository as the Board of Directors may designate. He may sign, with the Chairman of the Board, President or such other person or persons as may be designated for the purpose by the Board of Directors, all bills of exchange or promissory notes of the Corporation. He shall enter or cause to be entered regularly in the books of the Corporation a full and accurate account of all moneys received and paid by him on account of the Corporation, shall at all reasonable times exhibit his books and accounts to any director of the Corporation upon application at the office of the Corporation during business hours and, whenever required by the Board of Directors or the President, shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by these Bylaws. He may be required to give bond for the faithful performance of his duties in such sum and with such surety as shall be approved by the Board of Directors. Any Assistant Treasurer shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors. The Secretary shall cause notice to be given of meetings of stockholders, of the Board of Directors, and of any committee appointed by the Board of Directors. He shall have custody of the corporate seal, minutes and records relating to the conduct and acts of the stockholders and Board of Directors, which shall, at all reasonable times, be open to the examination of any director. The Secretary or any Assistant Secretary may certify the record of proceedings of the meetings of the stockholders or of the Board of Directors or resolutions adopted at such meetings, may sign or attest certificates, statements or reports required to be filed with governmental bodies or officials, may sign acknowledgments of instruments, may give notices of meetings and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
16
In addition to such bank accounts as may be authorized in the usual manner by resolution of the Board of Directors, the Treasurer, with approval of the Chairman of the Board or the President, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, provided payments from such bank accounts are to be made upon and according to the check of the Corporation, which may be signed jointly or singularly by either the manual or facsimile signature or signatures of such officers or bonded employees of the Corporation as shall be specified in the written instructions of the Treasurer or Assistant Treasurer of the Corporation with the approval of the Chairman of the Board or the President of the Corporation.
Unless otherwise provided in the Certificate of Incorporation or directed by the Board of Directors, the Chairman of the Board or the President or any Vice President or their designees shall have full power and authority on behalf of the Corporation to attend and to vote upon all matters and resolutions at any meeting of stockholders of any corporation in which this Corporation may hold stock, and may exercise on behalf of this Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, whether regular or special, and at all adjournments thereof, and shall have power and authority to execute and deliver proxies and consents on behalf of this Corporation in connection with the exercise by this Corporation of the rights and powers incident to the ownership of such stock, with full power of substitution or revocation. Unless otherwise provided in the Certificate of Incorporation or directed by the Board of Directors, the Chairman of the Board or the President or any Vice President or their designees shall have full power and authority on behalf of the Corporation to transfer, sell or dispose of stock of any corporation in which this Corporation may hold stock.
CAPITAL STOCK
The shares of the Corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by the Chairman of the Board of Directors or the President and by the Secretary or the Treasurer, and sealed with the seal of the Corporation. Such seal may be a facsimile, engraved or printed. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the Delaware General Corporation Law or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights.
17
Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such an officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar had not ceased to hold such position at the time of its issuance.
Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.
The Board of Directors or any transfer agent of the Corporation may direct a new certificate or certificates or uncertificated shares representing stock of the Corporation to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors (or any transfer agent of the Corporation authorized to do so by a resolution of the Board of Directors) may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as the Board of Directors (or any transfer agent so authorized) shall direct to indemnify the Corporation and the transfer agent against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificates or uncertificated shares, and such requirement may be general or confined to specific instances.
18
The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates for shares to bear the manual or facsimile signature or signatures of any of them.
The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, registration, cancellation and replacement of certificates representing stock of the Corporation or uncertificated shares, which rules and regulations shall comply in all respects with the rules and regulations of the transfer agent.
GENERAL PROVISIONS
The Corporation shall maintain a registered office in the State of Delaware as required by the laws of the State of Delaware. The Corporation may also have offices in such other places, either within or without the State of Delaware, as the Board of Directors may from time to time designate or as the business of the Corporation may require.
The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal” and “Delaware.”
The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
Whenever any notice is required by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws to be given by the Corporation to any stockholder, director or officer, such notice, except as otherwise provided by law, may be given personally, or by mail, or, in the case of directors or officers, or stockholders who consent thereto, by electronic transmission in accordance with applicable law . Any notice given by electronic transmission shall be deemed to have been given when it shall have been transmitted and any notice given by mail sh all be deemed to have been given when deposited in the United States mail with postage thereon prepaid directed to such stockholder, director, or officer, as the case may be, at such stockholder’s,
19
director’s, or officer’s, as the case may be, address as it appears in the records of the Corporation. An affidavit of the Secretary or Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein .
Whenever any notice is required to be given by law, the Certificate of Incorporation, or these Bylaws to the person entitled to such notice , a waiver thereof, in writing signed by the person , or by electronic transmission , whether before or after the meeting or the time stated therein, shall be deemed equivalent in all respects to such notice to the full extent permitted by law. If such waiver is given by electronic transmission, the electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the person waiving notice. In addition, notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any director if such director shall sign the minutes of such meeting or attend the meeting, except that if such director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such director shall not be deemed to have waived notice of such meeting.
These Bylaws are subject to the provisions of the Certificate of Incorporation and applicable law. In the event any provision of these Bylaws is inconsistent with the Certificate of Incorporation or the corporate laws of the State of Delaware, such provision shall be invalid to the extent only of such conflict, and such conflict shall not affect the validity of any other provision of these Bylaws.
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors, by action taken by the affirmative vote of not less than 75% of the members of the Board of Directors then in office, is hereby expressly authorized and empowered to adopt, amend or repeal any provision of the Bylaws of this Corporation.
Subject to the rights of the holders of any series of preferred stock, these Bylaws may be adopted, amended or repealed by the affirmative vote of the holders of not less than 66 2 / 3 % of the total voting power of the then outstanding capital stock of the Corporation entitled to vote thereon; provided , however , that this paragraph shall not apply to, and no vote of the stockholders of the Corporation shall be required to authorize, the adoption, amendment or repeal of any provision of the Bylaws by the Board of Directors in accordance with the preceding paragraph.
As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall include the other whenever the context so indicates.
20
For purposes of these Bylaws, “ electronic transmission ” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.
21
Exhibit 99.1
LIBERTY INTERACTIVE CORPORATION REPORTS
SECOND QUARTER 201 5 FINANCIAL RESULTS
Englewood, Colorado, August 5 , 201 5 - Liberty Interactive Corporation ("Liberty Interactive ") (Nasdaq: QVCA , QVC B, LVNTA, LVNTB) today reported second quarter 201 5 results. Highlights include (1) :
Attributed to QVC Group
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Grew QVC US revenue by 4% and adjusted OIBDA (2) by 7% in the second quarter |
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QVC US operating income increased by 11% |
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QVC.com revenue as a percent of total US revenue increased to 47%, a 309 basis point increase |
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QVC US mobile penetration was 48% of QVC.com orders, a 1,013 basis point increase |
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QVC consolidated mobile penetration was 49% of QVC.com orders, a 951 basis point increase |
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QVC generated local currency revenue growth and adjusted OIBDA improvement in all consolidated markets |
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QVC France launched with multi-platform capabilities; TV programming began airing August 1 |
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From May 1, 2015 through July 31, 2015, repurchased 12.2 million QVCA shares at an average price per share of $28. 39 and a total cost of $3 48 million |
Attributed to Liberty Ventures Group
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Agreed to invest up to $2.4 billion in Liberty Broadband as part of Charter’s transaction with Time Warner Cable |
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Completed sale of Backcountry.com on June 30 for aggregate consideration of approximately $ 3 50 million |
“QVC generated strong results across the board with local currency growth in all consolidated markets. The expansion in mobile orders continues at a rapid pace, comprising 49% of total eCommerce orders worldwide. From May 1 through July 31 , we repurchased $348 million of QVCA shares, fully utilizing the funds distributed in conjunction with the Liberty TripAdvisor Holdings spin-off , ” stated Greg Maffei, Liberty Interactive President and CEO. “Attributed to Liberty Ventures, we agreed to invest up to $2.4 billion in Liberty Broadband as part of Charter’s transaction with Time Warner Cable , and the successful sale of Backcountry.com was completed on June 30 for total consideration of approximately $3 5 0 million .”
QVC GROUP – Excluding the pre-reattribution impact of the Digital Commerce companies (see reconciling schedule 1) , i n the second quarter , QVC Group's revenue decreased 1 % to $ 2.0 billion , adjusted OIBDA in creased 3 % to $ 4 45 million , operating income in creased 5 % to $2 84 million , adjusted net income (3) increased 3 % to $ 161 million and net income increased 7% to $1 12 million .
QVC
QVC's consolidated revenue decreased 1% in the second quarter to $2.0 billion. Adjusted OIBDA increased 2% to $449 million and adjusted OIBDA margin increased 67 basis points. Operating income increased 4% to $294 million. Consolidated eCommerce revenue increased 9% to $848 million and grew to 42% from 39% of consolidated revenue. Mobile orders were 49% of total eCommerce orders in the quarter, compared to 40% a year ago.
US Dollar denominated results were negatively impacted by exchange rate fluctuations in the second quarter. The US Dollar strengthened against the Euro, Japanese Yen and British Pound Sterling 19%, 16% and 9%, respectively. On a constant currency basis, consolidated revenue increased 5% and adjusted OIBDA increased 7% compared to a 1% decline and 2% increase in US Dollars, respectively.
"We delivered a terrific quarter with strong and balanced results across markets, platforms, product categories and customer segments,” said QVC President and CEO Mike George. “We generated local currency revenue growth and adjusted OIBDA improvement in every one of our consolidated markets. Our eCommerce growth accelerated significantly and we continued to extend our mobile penetration . We produced strong margin expansion despite investing in new shipping and handling policies in the US and start-up expenses associated with the launch of QVC France. Our overall customer base and our new customer additions increased at some of the strongest rates in years. Our strong quarter reflects our disciplined execution of strategies aimed at extending our leading global video and eCommerce position.”
US revenue increased 4% to $1.4 billion in the second quarter. Units sold increased 4%, average selling price per unit increased 3% to $58.51 and returns as a percentage of gross product revenue were virtually flat. The US experienced growth in all categories except electronics. eCommerce revenue increased 11% to $655 million and grew to 47% from 43% of total US revenue. Despite the business’ investment in new shipping and handling policies, adjusted OIBDA increased 7% to $349 million and adjusted OIBDA margin increased 78 basis points to 24.8%. These gains were primarily due to improved product margins, higher credit card income and lower bad debt and marketing expenses, which were partially offset by lower shipping and handling revenue.
QVC's international revenue decreased 11% to $592 million, adjusted OIBDA decreased 12% to $100 million and adjusted OIBDA margin declined 33 basis points in the second quarter, reflecting the aforementioned unfavorable exchange rate fluctuations. On a constant currency basis, international revenue increased 6% and adjusted OIBDA increased 5%. QVC France launched its TV broadcast on August 1, 2015. The second quarter included $6 million of costs related to the launch of QVC France. Excluding the costs related to QVC France, international adjusted OIBDA increased 9 % on a constant currency basis in the quarter.
QVC Germany's revenue in local currency increased 4% in the second quarter. Sales increased in local currency in every category except electronics. Adjusted OIBDA in local currency increased 10%, and adjusted OIBDA margin in local currency grew 88 basis points primarily due to customer service and warehouse efficiencies and lower bad debt expense, which were partially offset by higher marketing expenses.
QVC Japan's revenue in local currency increased 6% in the second quarter. QVC Japan experienced sales gains in local currency primarily in home, jewelry and beauty, which were partially offset by a decline primarily in apparel. Adjusted OIBDA in local currency increased 2%. Adjusted OIBDA margin in local currency decreased 74 basis points primarily due to higher information technology, commission and marketing costs, which were partially offset by customer service efficiencies.
QVC UK's revenue increased 7% in local currency in the second quarter. Sales increased in local currency primarily in home and jewelry, which were partially offset by a decline in beauty. Adjusted OIBDA in local currency increased 16% and adjusted OIBDA margin in local currency increased 164 basis points primarily due to fixed cost leverage, which was partially offset by lower product margins and unfavorable inventory obsolescence expense.
QVC Italy's revenue increased 4% in local currency in the second quarter. Sales increased in local currency primarily in beauty, apparel and accessories, which were partially offset by a decline in jewelry. Adjusted OIBDA deficit in local currency decreased 8% and adjusted OIBDA margin in local currency improved 44 basis points primarily due to lower freight and inventory obsolescence expense, which were partially offset by lower product margins.
CNR Home Shopping Co., Ltd. ("CNRS"), QVC's joint venture in China, increased local currency revenue 14% in the second quarter. CNRS' adjusted OIBDA deficit in local currency increased 100% primarily due to lower product margins and higher commissions, warehouse, freight, marketing and customer service expenses as the business continues to grow its presence in this nascent market. In early July, CNRS added the strategically important Shanghai market to its
TV distribution, bringing its current reach to approximately 107 million homes. This joint venture is being accounted for as an equity method investment, and as a result, QVC reported a $3 million reduction in net income for the quarter.
QVC's outstanding debt, net of original issue discount, was $4.4 billion at June 30, 2015, down from $4.6 billion at December 31, 2014.
Share Repurchases
From May 1, 201 5 through July 3 1 , 201 5 , Liberty Interactive repurchased approximately 12. 2 million Series A QVC Group shares (Nasdaq: QVCA ) at an average cost per share of $ 28. 39 for total cash consideration of $ 347.5 million. Since the creation of the QVC Group stock (including its predecessor, Liberty Interactive Group) in May 2006, Liberty Interactive has repurchased shares for aggregate cash consideration of $ 5.8 billion , represent ing approximately 38.9 % of the shares outstanding at the time of the creation of the QVC Group stock. All repurchases up to August 9, 2012, the date on which the QVC Group stock was recapitalized to create the Liberty Ventures Group stock, were comprised of shares of the combined stocks. The remaining repurchase authorization as of August 1, 2015 for QVC Group stock wa s approximately $ 2 28 million . In addition, Liberty Interactive’s Board of Directors authorized the repurchase of up to an additional $1 billion of QVC Group stock.
QVC Group consists of Liberty Interactive’s subsidiary, QVC, Inc., and Liberty Interactive’s interest in HSN, Inc.
LIBERTY VENTURES GROUP – In May 2015, Liberty Interactive announced its entry into an agreement with Liberty Broadband Corporation ("Liberty Broadband"), a separate publicly traded company, whereby Liberty Interactive will invest $2.4 billion in Liberty Broadband in connection with (and contingent upon) the closing of the proposed merger of Charter Communications, Inc. ("Charter") and Time Warner Cable Inc. ("TWC"). The proceeds of this investment will be used by Liberty Broadband to fund, in part, its agreement to acquire $4.3 billion of Charter stock. Liberty Broadband's acquisition will be made in support of (and contingent upon) the closing of the Charter-TWC merger. In connection with these transactions, it is expected that Charter will undergo a corporate reorganization, resulting in New Charter, a current subsidiary of Charter, becoming the publicly traded parent company. Liberty Interactive ' s investment in Liberty Broadband will be funded using cash on hand and short-term investments, and will be attributed to the Liberty Ventures Group .
On June 30, 2015, Liberty Interactive closed the sale of Backcountry.com , which was attributed to the Liberty Ventures Group, for aggregate consideration of approximately $ 3 5 0 million , including assumption of debt, amounts held in escrow and a noncontrolling interest . Backcountry.com is included in the Digital Commerce companies through June 30, 2015.
Revenue for the continuing consolidated Digital Commerce companies (which now consist of Bodybuilding.com, CommerceHub, Evite and Right Start) increased 7 % to $ 149 million in the second quarter. For the quarter, the increase in revenue was due to increases at most of our subsidiaries, the most significant being Bodybuilding .com ($ 5 million) and CommerceHub ($ 6 million). The increase in Bodybuilding .com revenue was primarily due to increased order volume on slightly decreased average order values. A portion of the decreased average order values for Bodybuilding .com was due to international sales and the foreign exchange impacts. CommerceHub revenue growth was primarily attributed to an acquisition during the first quarter of 2015 and growth in active customers (vendors and suppliers) which increased the number of aggregate transactions processed through the CommerceHub platform.
Adjusted OIBDA for the continuing Digital Commerce companies increased $2 million year-over-year in the second quarter. Adjusted OIBDA as a percentage of revenue was relatively flat , representing 12.1 % of revenue in the second quarter of 2015 , as compared to 11.5 % of revenue in the second quarter of 2014.
Operating loss for the continuing Digital Commerce companies was $ 3 million in the second quarter as compared to a loss of $ 9 million in the same period in 2014 .
Share Repurchases
There were no repurchases of Liberty Ventures Group common stock (Nasdaq: LVNTA) from May 1, 201 5 through July 3 1 , 201 5 . The total remaining repurchase authorization for Liberty Ventures Group stock as of August 1, 2015 was $ 650 million .
The businesses and assets attributed to the Liberty Ventures Group are all of Liberty Interactive 's businesses and assets other than those attributed to the QVC Group, including its interests in Expedia, Interval Leisure , Lending Tree and FTD, its subsidiaries Bodybuilding.com, CommerceHub, The Right Start and Evite, and minority interests in Time Warner Inc. and Time Warner Cable.
FOOTNOTES
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Liberty Interactive's President and CEO, Greg Maffei, will discuss these highlights and other matters in Liberty Interactive's earnings conference call which will begin at 12 :15 p.m. (E. D .T.) on August 5 , 201 5 . For information regarding how to access the call, please see “Important Notice” later in this document. |
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For a definition of adjusted OIBDA and applicable reconciliations and a definition of adjusted OIBDA margin, see the accompanying schedules. |
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For a definition of adjusted net income and applicable reconciliations, see the accompanying schedules . |
QVC GROUP FINANCIAL METRICS – QUARTER
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QVC |
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Germany |
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Japan |
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Italy |
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Total QVC Group Revenue |
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Adjusted OIBDA (1) |
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QVC |
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Germany |
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Japan |
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UK |
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Italy |
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France |
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Total QVC Adjusted OIBDA |
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$ |
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Corporate and other |
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Total QVC Group Adjusted OIBDA |
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Operating Income (1) |
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QVC |
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Italy |
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Total QVC Operating Income |
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Total QVC Group Operating Income |
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Adjusted Net Income (1)(2) |
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Total QVC Group Adjusted Net Income |
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China JV (3) |
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Adjusted OIBDA |
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QVCA Shares Outstanding |
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7/31/2014 |
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7/31/2015 |
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QVCA and QVCB Basic and Diluted Shares |
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6/30/2014 |
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6/30/2015 |
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Basic Weighted Average Shares Outstanding ("WASO") |
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Potentially dilutive Shares |
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Diluted WASO |
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1) |
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Non-GAAP presentation. For GAAP purposes, the Digital Commerce companies were recorded as part of the QVC Group through September 30, 2014 (the date of the reattribution). For presentation purposes in this table, the results of the Digital Commerce companies have been removed from the QVC Group for all periods shown (see reconciling schedule 1). |
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GAAP net income was $ 105 million and $ 112 million for the three months ended June 3 0 , 2014 and 2015, respectively (see reconciling schedule 4). |
QVC OPERATING METRICS – QUARTER
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QVC - Consolidated |
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eCommerce $ of total revenue |
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eCommerce % of total revenue |
|
|
|
% |
|
|
% |
|
bps |
Mobile % of total eCommerce (1) |
|
|
|
% |
|
|
% |
|
bps |
|
|
|
|
|
|
|
|
|
|
QVC - US |
|
|
|
|
|
|
|
|
|
eCommerce $ of US revenue |
|
$ |
|
|
$ |
|
|
|
% |
eCommerce % of US revenue |
|
|
|
% |
|
|
% |
|
bps |
Mobile % of US eCommerce (1) |
|
|
|
% |
|
|
% |
|
bps |
Return Rate |
|
|
|
% |
|
|
% |
|
bps |
|
(1) |
|
Based on gross US Dollar orders. |
DIGITAL COMMERCE FINANCIAL METRICS – QUARTER
|
|
|
|
|
|
|
|
|
|
(amounts in millions) |
|
2Q14 |
|
2Q15 |
|
% Change |
|
||
Revenue (1) |
|
|
|
|
|
|
|
|
|
Digital Commerce companies - continuing |
|
$ |
|
|
$ |
|
|
|
% |
Disposed Busines ses (2) |
|
|
|
|
|
|
|
NM |
|
Digital Commerce Companies Revenue |
|
$ |
|
|
$ |
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA (1) |
|
|
|
|
|
|
|
|
|
Digital Commerce companies - continuing |
|
$ |
|
|
$ |
|
|
|
% |
Disposed Busines ses (2) |
|
|
|
|
|
|
|
NM |
|
Digital Commerce Companies Adjusted OIBDA |
|
$ |
|
|
$ |
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
Operating Income (1) |
|
|
|
|
|
|
|
|
|
Digital Commerce companies - continuing |
|
$ |
|
|
$ |
|
|
|
% |
Disposed Busines ses (2) |
|
|
|
|
|
|
|
NM |
|
Digital Commerce Companies Operating Income |
|
$ |
|
|
$ |
|
|
NM |
|
|
(1) |
|
Non-GAAP presentation. For GAAP purposes, the Digital Commerce companies have been recorded as part of Liberty Ventures Group subsequent to September 30, 2014 (the date of the reattribution). For presentation purposes in this table, the results of the Digital Commerce companies are included in Liberty Ventures Group for all periods shown. In addition, Provide was included in the Digital Commerce companies prior to the sale of Provide to FTD Companies, Inc. on December 31, 2014. |
|
(2) |
|
Includes f inancial results of Provide through December 31, 2014 and Backcountry.com through June 30, 2015 . |
NOTES
Unless otherwise noted, the foregoing discussion compares financial information for the three months ended June 30, 2015 to the same period in 2014 .
The following financial information with respect to Liberty Interactive 's equity affiliates and available for sale securities is intended to supplement Liberty Interactive 's condensed consolidated statements of operations which are included in its Form 10-Q.
Fair Value of Public Holdings
|
|
|
|
|
|
|
|
(amounts in millions) |
|
3/31/2015 |
|
6/30/2015 |
|
||
HSN (1) |
|
$ |
|
|
$ |
|
|
Total Attributed QVC Group |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Expedia (2) |
|
$ |
|
|
$ |
|
|
FTD (3) |
|
|
|
|
|
|
|
Interval Leisure Group and Tree.com (4) |
|
|
|
|
|
|
|
Other Public Holdings (5) |
|
|
|
|
|
|
|
Total Attributed Liberty Ventures Group |
|
$ |
|
|
$ |
|
|
|
(1) |
|
Represents fair value of QVC Group's investment in HSN. In accordance with GAAP, QVC Group accounts for this investment using the equity method of accounting and includes this investment in its attributed balance sheet at its historical carrying value which aggregated $146 million and $ 151 million at March 31, 2015 and June 30, 2015 , respectively. |
|
(2) |
|
Represents fair value of Liberty Ventures Group's investment in Expedia. In accordance with GAAP, Liberty Ventures Group accounts for this investment using the equity method of accounting and includes this investment in its attributed balance sheet at its historical carrying value which aggregated $496 million and $587 million at March 31, 2015 and June 30, 2015 , respectively. |
|
(3) |
|
Represents fair value of Liberty Ventures Group's investment in FTD. In accordance with GAAP, Liberty Ventures Group accounts for this investment using the equity method of accounting and includes this investment in its attributed balance sheet at its historical carrying value which aggregated $ 350 million and $ 358 million at March 31, 201 5 and June 3 0 , 2015, respectively. |
|
(4) |
|
Represents fair value of Liberty Ventures Group's investments. In accordance with GAAP, Liberty Ventures Group accounts for these investments using the equity method of accounting and includes these investments in its attributed balance sheet at their historical carrying values which aggregated $109 million and $111 million at March 31, 2015 and June 30, 2015 , respectively. |
|
(5) |
|
Represents Liberty Ventures Group's other public holdings which are accounted for at fair value. Excludes $ 13 million and $ 2 million of long-term marketable securities as of March 31, 2015 and June 3 0 , 2015, respectively . |
Cash and Debt
The following presentation is provided to separately identify cash and liquid investments and debt information.
|
|
|
|
|
|
|
|
(amounts in millions) |
|
3/31/2015 |
|
6/30/2015 |
|
||
Cash and Liquid Investments Attributable to: |
|
|
|
|
|
|
|
QVC Group (1) |
|
$ |
|
|
$ |
|
|
Liberty Ventures Group (2)(3) |
|
|
|
|
|
|
|
Total Liberty Consolidated Cash and Liquid Investments |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
Short-term marketable securities - QVC Group |
|
$ |
|
|
$ |
|
|
Short-term marketable securities - Liberty Ventures Group |
|
|
|
|
|
|
|
Long-term marketable securities - Liberty Ventures Group |
|
|
|
|
|
|
|
Total Liberty Consolidated Cash (GAAP) |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Debt: |
|
|
|
|
|
|
|
Senior notes and debentures (4) |
|
$ |
|
|
$ |
|
|
Senior exchangeable debentures (5) |
|
|
|
|
|
|
|
QVC senior notes (4) |
|
|
|
|
|
|
|
QVC bank credit facility |
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
Total Attributed QVC Group Debt |
|
$ |
|
|
$ |
|
|
Unamortized discount and fair market value adjustment |
|
|
|
|
|
|
|
Total Attributed QVC Group Debt (GAAP) |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Senior exchangeable debentures (5) |
|
$ |
|
|
$ |
|
|
Other |
|
|
|
|
|
|
|
Total Attributed Liberty Ventures Group Debt |
|
$ |
|
|
$ |
|
|
Fair market value adjustment |
|
|
|
|
|
|
|
Total Attributed Liberty Ventures Group Debt (GAAP) |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Total Liberty Interactive Corporation Debt (GAAP) |
|
$ |
|
|
$ |
|
|
|
(1) |
|
Includes $ 9 million and $8 million of short-term marketable securities with an original maturity greater than 90 days as of March 31, 2015 and June 30, 2015 , respectively. |
|
(2) |
|
Includes $8 51 million and $837 million of short-term marketable securities with an original maturity greater than 90 days as of March 31, 2015 and June 30, 2015 , respectively. |
|
(3) |
|
Includes $1 3 million and $ 2 million of marketable securities with an original maturity greater than one year as of March 31, 2015 and June 30, 2015, respectively , which is reflected in investments in available-for-sale securities in Liberty Ventures Group's condensed attributed balance sheet. |
|
(4) |
|
Face amount of Senior Notes and Debentures with no reduction for the unamortized discount. |
|
(5) |
|
Face amount of Senior Exchangeable Debentures with no reduction for the fair market value adjustment . |
Total cash and liquid investments attributed to the QVC Group de creased by $ 34 million during the second quarter. Cash flow from operations w as more than offset by stock repurchases, debt repayments and capital expenditures. Total debt attributed to the QVC Group de creased by $ 45 million, primarily due to the repayment o f the 7.375% notes due 2020, partially offset by increased borrowing on the QVC credit facility .
Total cash and liquid investments attributed to the Liberty Ventures Group in creased $ 247 million during the second quarter , primarily due to proceeds from the Backcountry disposition , partially offset by investment in cost and equity investees . Total debt attributed to the Liberty Ventures Group de creased $ 28 million primarily due to the Backcountry disposition .
Important Notice: Liberty Interactive (Nasdaq: QVCA , QVC B, LVNTA, LVNTB) President and CEO, Greg
Maffei , will discuss Liberty Interactive 's earnings release in a conference call which will begin at 1 2 : 15 p .m. (E. D .T.) on August 5 , 201 5 . The call can be accessed by dialing (8 44 ) 307 - 2219 or ( 678 ) 509 - 7 635 at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast go to http://www.libertyinteractive.com/events . Links to this press release and replays of the call will also be available on Liberty Interactive 's website.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial prospects, international expansion, including the launch of QVC France and the expected expenditures in connection therewith, new service and product offerings, the completion of Charter's corporate reorganization, the TWC and Bright House acquisition transactions, Liberty Broadband's investment in Charter, Liberty Broadband's issuance of Series C Shares to Liberty Interactive and other third party investors, the monetization of our non-core assets, the continuation of our stock repurchase program, the estimated liabilities under exchangeable debentures and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, competitive issues, regulatory matters affecting our businesses, continued access to capital on terms acceptable to Liberty Interactive, changes in law and government regulations that may impact the derivative instruments that hedge certain of our financial risks, the availability of investment opportunities, and market conditions conducive to stock repurchases. These forward-looking statements speak only as of the date of this presentation, and Liberty Interactive expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Interactive's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Interactive, including the most recent Forms 10-K and 10-Q, for additional information about Liberty Interactive and about the risks and uncertainties related to Liberty Interactive's business which may affect the statements made in this presentation.
Contact: Courtnee Ulrich (720) 875-5420
SUPPLEMENTAL INFORMATION
As a supplement to Liberty Interactive 's condensed consolidated statements of operations, which are included in its Form 10-Q, the following is a presentation of quarterly information and operating metrics on a stand-alone basis for the largest business owned by Liberty Interactive (QVC) at June 30, 2015 , which Liberty Interactive has identified as a reportable segment.
Please see below for the definition of adjusted OIBDA and a discussion of why management believes the presentation of adjusted OIBDA for QVC provides useful information for investors. See Schedule 2 to this press release for a reconciliation of QVC’s adjusted OIBDA to operating income for the same period, as determined under GAAP.
QUARTERLY SUMMARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in millions) |
|
2Q14 |
|
3Q14 |
|
4Q14 |
|
1Q15 |
|
2Q15 |
|
|||||
QVC Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue - US |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Revenue - International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue - Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Adjusted OIBDA - US |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA - International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA - Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Operating income - US |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income - International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income - Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Gross margin - US |
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
Gross margin - International |
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
NON-GAAP FINANCIAL MEASURES
This press release includes a presentation of adjusted OIBDA, which is a non-GAAP financial m easure, for Liberty Interactive, the QVC Group, QVC (and certain of its subsidiaries), and the Digital Commerce companies together with a reconciliation to that entity or such businesses’ operating income, as determined under GAAP. Liberty Interactive defines adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses, excluding all stock based compensation, and excludes from that definition depreciation and amortization and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Further, this press release includes adjusted OIBDA margin which is also a non-GAAP financial measure. Liberty Interactive defines adjusted OIBDA margin as adjusted OIBDA divided by revenue.
Liberty Interactive believes adjusted OIBDA is an important indicator of the operational strength and performance of its businesses, including each business' ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Because adjusted OIBDA is used as a measure of operating performance, Liberty Interactive views operating income as the most directly comparable GAAP measure. Adjusted OIBDA is not meant to replace or supersede operating income or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with the same information that Liberty Interactive's management considers in assessing the results of operations and performance of its assets. Please see the attached schedules for applicable reconciliations.
In addition, this presentation includes references to adjusted net income, which is a non-GAAP financial measure, for QVC Group. Liberty Interactive defines adjusted net income as net income, excluding the impact of purchase accounting
amortization (net of deferred tax benefit) and net income (loss) generated by the Digital Commerce companies prior to the reattribution .
Liberty Interactive believes adjusted net income is an important indicator of financial performance, in particular for QVC Group, due to the impact of purchase accounting amortization and the reattribution of the Digital Commerce companies. Because adjusted net income is used as a measure of overall financial performance, Liberty Interactive views net income as the most directly comparable GAAP measure. Adjusted net income is not meant to replace or supersede net income or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with a valuable supplemental metric of financial performance. Please see the attached schedules for a reconciliation of adjusted net income to net income (loss) calculated in accordance with GAAP for QVC Group (Schedule 4).
SCHEDULE 1
The following table provides a reconciliation of QVC Group's adjusted OIBDA to its operating income calculated in accordance with GAAP for the three months ended June 3 0 , 201 4 , September 3 0 , 2014, December 3 1 , 2014 , March 3 1 , 201 5 and June 30, 2015, respectively.
QUARTERLY SUMMARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in millions) |
|
2Q14 |
|
3Q14 |
|
4Q14 |
|
1Q15 |
|
2Q15 |
|
|||||
QVC Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC Group Adjusted OIBDA (ex. Digital Commerce) (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Digital Commerce Adjusted OIBDA (1) |
|
|
|
|
|
|
|
|
NA |
|
|
NA |
|
|
NA |
|
Adjusted OIBDA |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of intangible assets |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Operating Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
(1) |
|
QVC Group adjusted OIBDA presented exclusive of the impact of the Digital Commerce companies and reconciled to both QVC Group adjusted OIBDA and GAAP operating income. Under GAAP, the Digital Commerce companies were only included as part of the QVC Group through September 30, 2014. |
SCHEDULE 2
The following table provides a reconciliation of adjusted OIBDA for QVC (and certain of its subsidiaries) and the Digital Commerce businesses to that entity or such businesses' operating income (loss) calculated in accordance with GAAP for the three months ended J une 3 0 , 201 4 , September 3 0 , 2014 , December 3 1 , 2014 , March 3 1 , 201 5 and June 30, 2015 , respectively. As there are no material reconciling items between adjusted OIBDA and operating income for the QVC China joint venture for the referenced periods, no reconciliation has been provided.
QUARTERLY SUMMARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in millions) |
|
2Q14 |
|
3Q14 |
|
4Q14 |
|
1Q15 |
|
2Q15 |
|
|||||
QVC Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC Adjusted OIBDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC US |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC Japan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC UK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC Italy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC France |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC International adjusted OIBDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated QVC adjusted OIBDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty Ventures Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital Commerce Companies (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of intangible assets |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Operating Income (Loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
(1) |
|
For GAAP purposes, the Digital Commerce companies have been recorded as part of Liberty Ventures Group beginning with the fourth quarter of 2014 (due to the reattribution). For presentation purposes in this table, the results of the Digital Commerce companies are included in Liberty Ventures Group for all periods shown. |
SCHEDULE 3
The following table provides a reconciliation of adjusted OIBDA for QVC Group and the Digital Commerce companies to the Liberty Interactive Corporation operating income (loss) calculated in accordance with GAAP for the three months ended June 30, 2014, September 30, 2014 , December 31, 2014 , March 31, 2015 and June 30, 2015 , respectively.
QUARTERLY SUMMARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in millions) |
|
2Q14 |
|
3Q14 |
|
4Q14 |
|
1Q15 |
|
2Q15 |
|
|||||
QVC Group Adjusted OIBDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated QVC |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Corporate and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVC Group Adjusted OIBDA (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Liberty Ventures Group Adjusted OIBDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital Commerce (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Corporate and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty Ventures Group Adjusted OIBDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Consolidated Liberty Interactive Corp. Adjusted OIBDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of intangible assets |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Consolidated Liberty Interactive Corp. Operating Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
1) |
|
For GAAP purposes, the Digital Commerce companies have been recorded as part of Liberty Ventures Group beginning with the fourth quarter of 2014 (due to the reattribution). For presentation purposes in this table, the results of the Digital Commerce companies are included in Liberty Ventures Group for all periods shown. |
SCHEDULE 4
The following table provides a reconciliation of QVC Group's adjusted net income to its net income calculated in accordance with GAAP for the three months ended June 30, 2014, September 31, 2014 , December 31, 2014 , March 31, 2015 and June 30, 2015 , respectively. Adjusted net income excludes the impact of the Digital Commerce companies due to their reattribution to Liberty Ventures Group in the fourth quarter of 2014.
QUARTERLY SUMMARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in millions) |
|
|
2Q14 |
|
|
3Q14 |
|
|
4Q14 |
|
|
1Q15 |
|
|
2Q15 |
|
|
LTM |
|
QVC Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Purchase accounting amort., net of deferred tax benefit (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital Commerce net income (loss) |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
QVC Group Adjusted net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVCA/B shares outstanding as of July 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted LTM earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
1) |
|
Add-back relates to non-cash, non-tax deductible purchase accounting amortization from Liberty Interactive’s acquisition of QVC, n et of book deferred tax benefit. |
LIBERTY INTERACTIVE CORPORATION
BALANCE SHEET INFORMATION
June 30, 2015 - (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributed |
|
|
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Inter-group |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Eliminations |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||||
Assets |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
|
— |
|
|
|
Trade and other receivables, net |
|
|
|
|
|
|
— |
|
|
|
Inventory, net |
|
|
|
|
|
|
— |
|
|
|
Short-term marketable securities |
|
|
|
|
|
|
— |
|
|
|
Other current assets |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
|
|
|
|
Investments in available-for-sale securities and other cost investments |
|
|
|
|
|
|
— |
|
|
|
Investments in affiliates, accounted for using the equity method |
|
|
|
|
|
|
— |
|
|
|
Property and equipment, net |
|
|
|
|
|
|
— |
|
|
|
Intangible assets not subject to amortization |
|
|
|
|
|
|
— |
|
|
|
Intangible assets subject to amortization, net |
|
|
|
|
|
|
— |
|
|
|
Other assets, at cost, net of accumulated amortization |
|
|
|
|
|
|
— |
|
|
|
Total assets |
|
$ |
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Intergroup payable (receivable) |
|
$ |
|
|
|
|
— |
|
— |
|
Accounts payable |
|
|
|
|
|
|
— |
|
|
|
Accrued liabilities |
|
|
|
|
|
|
— |
|
|
|
Current portion of debt |
|
|
|
|
|
|
— |
|
|
|
Current deferred tax liabilities |
|
|
— |
|
|
|
|
|
|
|
Other current liabilities |
|
|
|
|
|
|
— |
|
|
|
Total current liabilities |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
— |
|
|
|
Deferred income tax liabilities |
|
|
|
|
|
|
— |
|
|
|
Other liabilities |
|
|
|
|
|
|
— |
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
Equity/Attributed net assets (liabilities) |
|
|
|
|
|
|
— |
|
|
|
Noncontrolling interests in equity of subsidiaries |
|
|
|
|
|
|
— |
|
|
|
Total liabilities and equity |
|
$ |
|
|
|
|
|
|
|
|
LIBERTY INTERACTIVE CORPORATION
STATEMENT OF OPERATIONS INFORMATION
Three months ended June 30, 2015 - (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed |
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||
Revenue: |
|
|
|
|
|
|
|
|
Net retail sales |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
|
|
|
Operating, including stock-based compensation |
|
|
|
|
|
|
|
|
Selling, general and administrative, including stock-based compensation |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
Share of earnings (losses) of affiliates, net |
|
|
|
|
|
|
|
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
|
|
|
|
|
|
Gains (losses) on dispositions, net (note 1) |
|
|
— |
|
|
|
|
|
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
|
|
|
|
|
|
|
Income tax benefit (expense) |
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
|
|
|
|
|
|
|
Less net earnings (loss) attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to Liberty stockholders |
|
$ |
|
|
|
|
|
|
LIBERTY INTERACTIVE CORPORATION
STATEMENT OF OPERATIONS INFORMATION
Three months ended June 30 , 201 4 - (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed |
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||
Revenue: |
|
|
|
|
|
|
|
|
Net retail sales |
|
$ |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
— |
|
|
|
Operating, including stock-based compensation |
|
|
|
|
— |
|
|
|
Selling, general and administrative, including stock-based compensation |
|
|
|
|
|
|
|
|
Impairment of Long Lived Assets |
|
|
|
|
— |
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
Share of earnings (losses) of affiliates, net |
|
|
|
|
|
|
|
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
|
|
|
|
|
|
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations before income taxes |
|
|
|
|
|
|
|
|
Income tax benefit (expense) |
|
|
|
|
|
|
|
|
Net earnings (loss) from continuing operations |
|
|
|
|
|
|
|
|
Net earnings (loss) from discontinued operations, net of tax |
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
|
|
|
|
|
|
|
Less net earnings (loss) attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to Liberty stockholders |
|
$ |
|
|
|
|
|
|
LIBERTY INTERACTIVE CORPORATION
STATEMENT OF CASH FLOWS INFORMATION
Six months ended June 30, 2015 - (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed |
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
|
|
|
|
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
Cash payments for stock based compensation |
|
|
— |
|
|
|
|
|
Excess tax benefit from stock based compensation |
|
|
|
|
|
|
|
|
Share of (earnings) losses of affiliates, net |
|
|
|
|
|
|
|
|
Cash receipts from return on equity investments |
|
|
|
|
|
|
|
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
|
|
|
|
|
|
(Gains) losses on dispositions |
|
|
— |
|
|
|
|
|
Deferred income tax (benefit) expense |
|
|
|
|
|
|
|
|
Other, net |
|
|
|
|
|
|
|
|
Intergroup tax allocation |
|
|
|
|
|
|
— |
|
Intergroup tax payments |
|
|
|
|
|
|
— |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Current and other assets |
|
|
|
|
|
|
|
|
Payables and other current liabilities |
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Cash paid for acquisitions |
|
|
— |
|
|
|
|
|
Cash proceeds from dispositions |
|
|
— |
|
|
|
|
|
Investments in and loans to cost and equity investees |
|
|
|
|
|
|
|
|
Cash receipts from returns of equity investments |
|
|
|
|
— |
|
|
|
Capital expended for property and equipment |
|
|
|
|
|
|
|
|
Purchases of short term and other marketable securities |
|
|
|
|
|
|
|
|
Sales of short term and other marketable securities |
|
|
|
|
|
|
|
|
Other investing activities, net |
|
|
|
|
— |
|
|
|
Net cash provided (used) by investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
|
|
|
|
|
|
Repayments of debt |
|
|
|
|
|
|
|
|
Repurchases of Liberty common stock |
|
|
|
|
— |
|
|
|
Min . withholding taxes on net settlements of stock-based comp |
|
|
|
|
|
|
|
|
Excess tax benefit from stock-based compensation |
|
|
|
|
|
|
|
|
Other financing activities, net |
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities |
|
|
|
|
|
|
|
|
Effect of foreign currency rates on cash |
|
|
|
|
— |
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end period |
|
$ |
|
|
|
|
|
|
LIBERTY INTERACTIVE CORPORATION
STATEMENT OF CASH FLOWS INFORMATION
Six months ended June 30, 201 4 - (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Attributed |
|
|
|
|||
|
|
QVC |
|
Ventures |
|
Consolidated |
|
|
|
|
Group |
|
Group |
|
Liberty |
|
|
|
|
amounts in millions |
|
|||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
|
|
|
|
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
(Earnings) loss from discontinued operations |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
— |
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
Cash payments for stock based compensation |
|
|
|
|
|
|
|
|
Excess tax benefit from stock-based compensation |
|
|
|
|
|
|
|
|
Share of losses (earnings) of affiliates, net |
|
|
|
|
|
|
|
|
Cash receipts from return on equity investments |
|
|
|
|
|
|
|
|
Realized and unrealized gains (losses) on financial instruments, net |
|
|
|
|
|
|
|
|
Impairment of intangible assets |
|
|
|
|
— |
|
|
|
Deferred income tax (benefit) expense |
|
|
|
|
|
|
|
|
Other, net |
|
|
|
|
|
|
|
|
Intergroup tax allocation |
|
|
|
|
|
|
— |
|
Intergroup tax payments |
|
|
|
|
|
|
— |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Current and other assets |
|
|
|
|
|
|
|
|
Payables and other current liabilities |
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Cash proceeds from dispositions |
|
|
— |
|
|
|
|
|
Investments in and loans to cost and equity investees |
|
|
|
|
|
|
|
|
Capital expended for property and equipment |
|
|
|
|
|
|
|
|
Purchases of short term and other marketable securities |
|
|
|
|
|
|
|
|
Sales of short term and other marketable securities |
|
|
|
|
|
|
|
|
Other investing activities, net |
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
|
|
— |
|
|
|
Repayments of debt |
|
|
|
|
|
|
|
|
Repurchases of Liberty common stock |
|
|
|
|
— |
|
|
|
Min . withholding taxes on net settlements of stock-based comp |
|
|
|
|
— |
|
|
|
Excess tax benefit from stock-based compensation |
|
|
|
|
|
|
|
|
Intergroup receipts (payments), net |
|
|
|
|
|
|
— |
|
Other financing activities, net |
|
|
|
|
— |
|
|
|
Net cash provided (used) by financing activities |
|
|
|
|
|
|
|
|
Net cash provided (used) by discontinued operations: |
|
|
|
|
|
|
|
|
Operating |
|
|
|
|
|
|
|
|
Investing |
|
|
|
|
|
|
|
|
Financing |
|
|
|
|
|
|
|
|
Effect of foreign currency rates on cash |
|
|
— |
|
|
|
|
|
Change in available cash held by discontinued operations |
|
|
|
|
|
|
|
|
Net cash provided (used) by discontinued operations |
|
|
|
|
— |
|
|
|
Effect of foreign currency rates on cash |
|
|
|
|
— |
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end period |
|
$ |
|
|
|
|
|
|