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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to                            
Commission File Number 001-33982
LIBERTY INTERACTIVE CORPORATION
(Exact name of Registrant as specified in its charter)
State of Delaware
(State or other jurisdiction of
incorporation or organization)
84-1288730
(I.R.S. Employer
Identification No.)
 
 
12300 Liberty Boulevard
Englewood, Colorado
(Address of principal executive offices)
80112
(Zip Code)
Registrant's telephone number, including area code: (720) 875-5300
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x    No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
(do not check if
smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o    No x
The number of outstanding shares of Liberty Interactive Corporation's common stock as of July 31, 2014 was:
 
Series A
 
Series B
Liberty Interactive common stock
452,664,871

 
28,880,770

Liberty Ventures common stock
70,799,569

 
2,885,370


 





LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited)
 
June 30,
2014
 
December 31,
2013
 
amounts in millions
Assets
 
 
 
Current assets:
 
 
 
    Cash and cash equivalents
$
1,833

 
1,256

Trade and other receivables, net of allowance for doubtful accounts of $93 million and $89 million
973

 
1,274

Inventory, net
1,181

 
1,135

Short term marketable securities (note 5)
657

 
543

Other current assets
113

 
218

        Total current assets
4,757

 
4,426

Investments in available-for-sale securities and other cost investments (note 6)
1,275

 
1,501

Investments in affiliates, accounted for using the equity method (note 7)
1,236

 
1,237

Property and equipment, at cost
2,374

 
2,256

Accumulated depreciation
(1,098
)
 
(1,009
)
 
1,276

 
1,247

Intangible assets not subject to amortization (note 8):
 
 
 
    Goodwill
9,439

 
9,332

    Trademarks
4,349

 
4,343

 
13,788

 
13,675

Intangible assets subject to amortization, net (note 8)
2,267

 
2,492

Other assets, at cost, net of accumulated amortization
123

 
98

    Total assets
$
24,722

 
24,676

 
(continued)
 

See accompanying notes to condensed consolidated financial statements.
I- 1



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Continued)
(unaudited)
 
June 30,
2014
 
December 31, 2013
 
amounts in millions,
 
except share amounts
Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
    Accounts payable
$
706

 
660

    Accrued liabilities
804

 
998

    Current portion of debt (note 9)
1,048

 
978

    Deferred income tax liabilities
978

 
925

    Other current liabilities
262

 
195

        Total current liabilities
3,798

 
3,756

Long-term debt, including $2,497 million and $2,355 million measured at fair value (note 9)
6,620

 
6,406

Deferred income tax liabilities
2,715

 
2,844

Other liabilities
333

 
235

    Total liabilities
13,466

 
13,241

Equity
 

 
 

Stockholders' equity (note 10):
 

 
 

    Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued

 

Series A Liberty Interactive common stock, $.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 455,815,244 shares at June 30, 2014 and 471,625,030 shares at December 31, 2013
5

 
5

Series B Liberty Interactive common stock, $.01 par value. Authorized 150,000,000 shares; issued and outstanding 28,880,870 shares at June 30, 2014 and 28,884,103 shares at December 31, 2013

 

Series A Liberty Ventures common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 70,794,489 shares at June 30, 2014 and 70,761,208 shares at December 31, 2013
1

 
1

Series B Liberty Ventures common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 2,885,370 shares at June 30, 2014 and 2,885,378 shares at December 31, 2013

 

    Additional paid-in capital
702

 
1,146

    Accumulated other comprehensive earnings (loss), net of taxes
116

 
99

    Retained earnings
5,844

 
5,685

        Total stockholders' equity
6,668

 
6,936

Noncontrolling interests in equity of subsidiaries
4,588

 
4,499

    Total equity
11,256

 
11,435

Commitments and contingencies (note 11)


 


    Total liabilities and equity
$
24,722

 
24,676





See accompanying notes to condensed consolidated financial statements.
I- 2




LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements Of Operations
(unaudited)

 
Three months ended
June 30,
 
Six months ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
amounts in millions
Revenue:
 
 
 
 
 
 
 
Net retail sales
$
2,495

 
2,400

 
4,942

 
4,834

Other revenue
323

 
247

 
604

 
477

Total revenue
2,818

 
2,647

 
5,546

 
5,311

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales (exclusive of depreciation shown separately below)
1,568

 
1,521

 
3,134

 
3,074

Operating, including stock-based compensation (note 3)
270

 
243

 
535

 
487

Selling, general and administrative, including stock-based compensation (note 3)
447

 
362

 
836

 
728

Impairment of intangible assets
7

 

 
7

 

Depreciation and amortization
237

 
237

 
469

 
467

 
2,529

 
2,363

 
4,981

 
4,756

Operating income
289

 
284

 
565

 
555

Other income (expense):
 
 
 
 
 
 
 
    Interest expense
(100
)
 
(90
)
 
(199
)
 
(201
)
    Share of earnings (losses) of affiliates, net (note 7)
4

 
7

 
2

 
(4
)
Realized and unrealized gains (losses) on financial instruments, net (note 5)
(41
)
 
9

 
(66
)
 
(64
)
Other, net
3

 
(17
)
 
11

 
(55
)
 
(134
)
 
(91
)
 
(252
)
 
(324
)
Earnings (loss) before income taxes
155

 
193

 
313

 
231

    Income tax (expense) benefit
(49
)
 
(43
)
 
(97
)
 
(28
)
Net earnings (loss)
106

 
150

 
216

 
203

    Less net earnings (loss) attributable to the noncontrolling interests
29

 
30

 
57

 
56

Net earnings (loss) attributable to Liberty Interactive Corporation shareholders
$
77

 
120

 
$
159

 
147

 
 
 
 
 
 
 
 
Net earnings (loss) attributable to Liberty Interactive Corporation shareholders:
 
 
 
 
 
 
 
    Liberty Interactive common stock
$
105

 
109

 
215

 
204

    Liberty Ventures common stock
(28
)
 
11

 
(56
)
 
(57
)
 
$
77

 
120

 
159

 
147

 
 
 
 
 
 
 
 
Basic net earnings (losses) attributable to Liberty Interactive Corporation shareholders per common share (note 4):
 
 
 
 
 
 
 
Series A and Series B Liberty Interactive common stock
$
0.22

 
0.21

 
0.44

 
0.39

Series A and Series B Liberty Ventures common stock
$
(0.38
)
 
0.15

 
(0.77
)
 
(0.77
)
Diluted net earnings (losses) attributable to Liberty Interactive Corporation shareholders per common share (note 4):
 
 
 
 
 
 
 
Series A and Series B Liberty Interactive common stock
$
0.21

 
0.21

 
0.43

 
0.38

Series A and Series B Liberty Ventures common stock
$
(0.38
)
 
0.15

 
(0.77
)
 
(0.77
)


See accompanying notes to condensed consolidated financial statements.
I- 3




LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements Of Comprehensive Earnings (Loss)
(unaudited)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
amounts in millions
Net earnings (loss)
$
106

 
150

 
216

 
203

Other comprehensive earnings (loss), net of taxes:
 
 
 
 
 
 
 
    Foreign currency translation adjustments
13

 
(16
)
 
38

 
(113
)
    Unrealized holding gains (losses) arising during the period

 
(1
)
 

 
(1
)
 Share of other comprehensive earnings (losses) of equity affiliates
1

 

 
1

 

        Other comprehensive earnings (loss)
14

 
(17
)
 
39

 
(114
)
Comprehensive earnings (loss)
120

 
133

 
255

 
89

Less comprehensive earnings (loss) attributable to the noncontrolling interests
39

 
24

 
79

 
35

Comprehensive earnings (loss) attributable to Liberty Interactive Corporation shareholders
$
81

 
109

 
176

 
54

 
 
 
 
 
 
 
 
Comprehensive earnings (loss) attributable to Liberty Interactive Corporation shareholders:
 
 
 
 
 
 
 
Liberty Interactive common stock
$
109

 
101

 
232

 
111

Liberty Ventures common stock
(28
)
 
8

 
(56
)
 
(57
)
 
$
81

 
109

 
176

 
54


See accompanying notes to condensed consolidated financial statements.
I- 4




LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements Of Cash Flows
(unaudited)
 
Six months ended
June 30,
 
2014
 
2013
 
amounts in millions
Cash flows from operating activities:
 
 
 
    Net earnings (loss)
$
216

 
203

    Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
        Depreciation and amortization
469

 
467

        Stock-based compensation
85

 
86

        Cash payments for stock-based compensation
(6
)
 
(5
)
        Excess tax benefit from stock-based compensation
(24
)
 
(12
)
        Share of (earnings) losses of affiliates, net
(2
)
 
4

        Cash receipts from returns on equity investments
20

 
15

        Realized and unrealized (gains) losses on financial instruments, net
66

 
64

        (Gains) losses on transactions, net

 
2

        Impairment of intangible assets
7

 

        Deferred income tax expense (benefit)
(102
)
 
(267
)
        Other, net
7

 
14

        Changes in operating assets and liabilities
 
 
 
            Current and other assets
243

 
250

            Payables and other liabilities
108

 
(374
)
                Net cash provided (used) by operating activities
1,087

 
447

Cash flows from investing activities:
 
 
 
Cash proceeds from dispositions of investments
25

 
1,136

    Investments in and loans to cost and equity investees
(31
)
 
(51
)
    Capital expended for property and equipment
(129
)
 
(136
)
Purchases of short term and other marketable securities
(476
)
 
(1,116
)
    Sales of short term and other marketable securities
641

 
444

Acquisitions, net of cash acquired
(152
)
 
(32
)
    Other investing activities, net
5

 
(10
)
        Net cash provided (used) by investing activities
(117
)
 
235

Cash flows from financing activities:
 
 
 
    Borrowings of debt
1,900

 
3,094

    Repayments of debt
(1,764
)
 
(4,397
)
Shares repurchased by subsidiary

 
(42
)
Shares issued by subsidiary

 
19

    Repurchases of Liberty Interactive common stock
(478
)
 
(499
)
    Minimum withholding taxes on net settlements of stock-based compensation
(37
)
 
(13
)
    Excess tax benefit from stock-based compensation
24

 
12

    Other financing activities, net
(36
)
 
(39
)
        Net cash provided (used) by financing activities
(391
)
 
(1,865
)
Effect of foreign currency exchange rates on cash
(2
)
 
(29
)
            Net increase (decrease) in cash and cash equivalents
577

 
(1,212
)
            Cash and cash equivalents at beginning of period
1,256

 
2,660

            Cash and cash equivalents at end of period
$
1,833

 
1,448



See accompanying notes to condensed consolidated financial statements.
I- 5





LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement Of Equity
(unaudited)
Six months ended June 30, 2014
 
Stockholders' Equity
 
 
 
 
 
 
Common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liberty
Interactive
 
Liberty
Ventures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive earnings
 
 
 
Noncontrolling interest in equity of subsidiaries
 
 
 
Preferred stock
 
Series A
 
Series B
 
Series A
 
Series B
 
Additional paid-in capital
 
 
Retained earnings
 
 
Total equity
 
amounts in millions
Balance at January 1, 2014
$

 
5

 

 
1

 

 
1,146

 
99

 
5,685

 
4,499

 
11,435

    Net earnings (loss)

 

 

 

 

 

 

 
159

 
57

 
216

    Other comprehensive earnings (loss)

 

 

 

 

 

 
17

 

 
22

 
39

    Stock-based compensation

 

 

 

 

 
50

 

 

 
29

 
79

Issuance of common stock upon exercise of stock options

 

 

 

 

 
3

 

 

 

 
3

Series A Liberty Interactive stock repurchases

 

 

 

 

 
(478
)
 

 

 

 
(478
)
Shares issued by subsidiary

 

 

 

 

 
(6
)
 

 

 
6

 

Minimum withholding taxes on net share settlements of stock-based compensation

 

 

 

 

 
(37
)
 

 

 

 
(37
)
Excess tax benefit from stock-based compensation

 

 

 

 

 
24

 

 

 

 
24

    Distribution to noncontrolling interest

 

 

 

 

 

 

 

 
(25
)
 
(25
)
Balance at June 30, 2014
$

 
5

 

 
1

 

 
702

 
116

 
5,844

 
4,588

 
11,256


See accompanying notes to condensed consolidated financial statements.
I- 6




LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1)
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Liberty Interactive Corporation and its controlled subsidiaries (collectively, "Liberty" or the "Company" unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation.
Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce industries in North America, Europe and Asia.
The accompanying (a) condensed consolidated balance sheet as of December 31, 2013, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10-K for the year ended December 31, 2013.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Liberty considers (i) fair value measurement, (ii) accounting for income taxes, (iii) assessments of other-than-temporary declines in fair value of its investments and (iv) estimates of retail-related adjustments and allowances to be its most significant estimates.
Liberty holds investments that are accounted for using the equity method. Liberty does not control the decision making process or business management practices of these affiliates. Accordingly, Liberty relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that Liberty uses in the application of the equity method. In addition, Liberty relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on Liberty's condensed consolidated financial statements.
Liberty has entered into certain agreements with Liberty Media Corporation ("LMC"), a separate publicly traded company, neither of which has any stock ownership, beneficial or otherwise, in the other, in order to govern relationships between the companies. These agreements include a Reorganization Agreement, Services Agreement, Facilities Sharing Agreement and Tax Sharing Agreement.
The Reorganization Agreement provides for, among other things, provisions governing the relationship between Liberty and LMC, including certain cross-indemnities. Pursuant to the Services Agreement, LMC provides Liberty with certain general and administrative services including legal, tax, accounting, treasury and investor relations support. Liberty reimburses LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for Liberty's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Liberty. Under the Facilities Sharing Agreement, LMC shares office space and related amenities at its corporate headquarters with Liberty. Under these various agreements, approximately $3 million and $4 million for the three months ended June 30, 2014 and 2013 and $6 million and $8 million for the six months ended June 30, 2014 and 2013, respectively, were reimbursable to LMC. The Tax Sharing Agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty, LMC and Starz (former parent of LMC) and other agreements related to tax matters.


I- 7



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)



On October 10, 2013, Liberty announced that its board had authorized management to pursue a plan to recapitalize its Interactive Group tracking stock into two new tracking stocks, one (currently the Liberty Interactive common stock) to be renamed the QVC Group common stock and the other to be designated as the Liberty Digital Commerce common stock. The Digital Commerce Group would have had attributed to it Liberty's subsidiaries Provide Commerce, Inc. ("Provide"), Backcountry.com, Inc. ("Backcountry"), Bodybuilding.com, LLC ("Bodybuilding"), CommerceHub and Evite.com ("Evite"), along with cash and certain liabilities. The QVC Group, which is currently known as the Interactive Group, would have attributed to it Liberty’s subsidiary QVC, Inc. and its approximate 38% interest in HSN, Inc., along with cash and certain liabilities.

On July 30, 2014, Liberty announced the execution of a definitive agreement under which FTD Companies, Inc. ("FTD") will acquire Provide. Under the terms of the $430 million transaction, Liberty will receive 10.2 million shares of FTD common stock representing approximately 35% of the combined company and $121 million in cash. FTD and Liberty expect to complete the transaction by the end of 2014. Liberty still plans to create the QVC Group tracking stock but in light of the pending Provide transaction, and other factors, management is reevaluating the optimal structure and best alignment of the Digital Commerce Group assets. As a result, the timing of the transition to the QVC Group has been delayed.

Additionally, on October 10, 2013, Liberty announced that its board has also authorized management to pursue a plan to spin-off to holders of its Liberty Ventures common stock shares of a newly formed company called Liberty TripAdvisor Holdings, Inc. (“Trip Holdings”). Trip Holdings would be comprised of, among other things, Liberty’s 22% economic and 57% voting interest in TripAdvisor, as well as BuySeasons, a wholly-owned subsidiary, and an anticipated initial corporate level net debt balance of $350 million.

(2)   Tracking Stocks
A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Liberty has two tracking stocks—Liberty Interactive common stock and Liberty Ventures common stock, which are intended to track and reflect the economic performance of the Interactive Group and Ventures Group, respectively. While the Interactive Group and the Ventures Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's stock or assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
The term "Ventures Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities that have been attributed to that group. The Ventures Group is primarily comprised of TripAdvisor, a consolidated subsidiary, and interests in Expedia, Inc., Interval Leisure Group, Inc., Tree.com, Inc., investments in Time Warner Inc. and Time Warner Cable Inc., as well as cash and cash equivalents of approximately $1,141 million (at June 30, 2014). The Ventures Group also has attributed to it certain liabilities related to our corporate indebtedness (see note 9) and certain deferred tax liabilities. The Ventures Group is primarily focused on the maximization of the value of these investments and investing in new business opportunities.
The term "Interactive Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities that have been attributed to that group. The Interactive Group is primarily focused on video and e-commerce operating businesses and has attributed to it the remainder of Liberty's businesses and assets, including operating subsidiaries QVC, Inc. ("QVC"), Provide, Backcountry, Bodybuilding, BuySeasons, Evite and CommerceHub as well as interests in HSN, Inc., and cash and cash equivalents of approximately $692 million (at June 30, 2014), which includes subsidiary cash. The Interactive Group has attributed to it liabilities that reside with


I- 8



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


QVC and the other entities listed as well as certain liabilities related to our corporate indebtedness (see note 9) and certain deferred tax liabilities.
See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Liberty's tracking stock groups.
(3) Stock-Based Compensation
The Company has granted to certain of its directors, employees and employees of its subsidiaries stock appreciation rights ("SARs"), restricted stock grants and options to purchase shares of Liberty common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock grants) based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award (such as stock appreciation rights that will be settled in cash) based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.
Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, a portion of which relates to TripAdvisor as discussed below:
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
(amounts in millions)
Operating expense
$
7

 
5

 
14

 
13

Selling, general and administrative expense
36

 
39

 
71

 
73

 
$
43

 
44

 
85

 
86

During the six months ended June 30, 2014, Liberty granted, primarily to QVC employees, 1.8 million options to purchase shares of Series A Liberty Interactive common stock. Such options had a weighted average grant-date fair value of $12.06 per share and vest semi-annually over the 4 year vesting period.
The Company has calculated the grant-date fair value for all of its equity classified Awards and any subsequent remeasurement of its liability classified Awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Liberty's stock and the implied volatility of publicly traded Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.
Liberty—Outstanding Awards
The following tables present the number and weighted average exercise price ("WAEP") of the Awards to purchase Liberty Interactive and Liberty Ventures common stock granted to certain officers, employees and directors of the Company.


I- 9



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


 
Liberty Interactive
 
Series A (000's)
 
WAEP
 
Weighted
average
remaining
life
 
Aggregate
intrinsic
value
(millions)
Outstanding at January 1, 2014
30,607

 
$
17.98

 
 
 
 
Granted
1,810

 
$
29.21

 
 
 
 
Exercised
(1,965
)
 
$
14.54

 
 
 
 
Forfeited/Cancelled
(131
)
 
$
20.35

 
 
 
 
Outstanding at June 30, 2014
30,321

 
$
18.86

 
4.8 years
 
$319
Exercisable at June 30, 2014
14,765

 
$
17.04

 
4.3 years
 
$182

 
Liberty Ventures
 
Series A (000's)
 
WAEP
 
Weighted
average
remaining
life
 
Aggregate
intrinsic
value
(millions)
Outstanding at January 1, 2014
1,932

 
$
28.71

 
 
 
 
Granted
1

 
$
73.05

 
 
 
 
Exercised
(99
)
 
$
25.89

 
 
 
 
Forfeited/Cancelled

 
$

 
 
 
 
Outstanding at June 30, 2014
1,834

 
$
28.88

 
4.7 years
 
$82
Exercisable at June 30, 2014
1,033

 
$
28.15

 
4.4 years
 
$47
There was no activity during the period for the outstanding Series B awards.
As of June 30, 2014, the total unrecognized compensation cost related to unvested Liberty outstanding equity Awards was approximately $127 million, including compensation associated with the option exchange that occurred in December 2012. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.2 years.
TripAdvisor - Stock-based Compensation
TripAdvisor has outstanding options and restricted stock which are exercisable into their common stock. During the six months ended June 30, 2014, TripAdvisor issued approximately 491 thousand of primarily service based stock options under their 2011 Incentive Plan with a weighted average exercise price per option of $96.45 and a weighted average estimated grant-date fair value per option of $47.25. Approximately 834 thousand equity awards were exercised during the period at a weighted average exercise price of $33.46. As of June 30, 2014, TripAdvisor has 8.9 million options outstanding of which 4.0 million are exercisable with weighted average exercise prices of $43.79 and $31.79, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $578 million and $306 million, respectively. TripAdvisor stock-based compensation was approximately $17 million and $13 million for the three months ended June 30, 2014 and 2013, respectively, and was approximately $34 million and $30 million, for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, the total unrecognized compensation cost related to unvested TripAdvisor stock options was approximately $99 million and will be recognized over a weighted average period of approximately 3.0 years.
Additionally, during the six months ended June 30, 2014, TripAdvisor granted approximately 513 thousand service based RSUs under their 2011 Incentive Plan for which the fair value was measured based on the quoted price of TripAdvisor common stock at the date of grant. As of June 30, 2014, the total unrecognized compensation cost related


I- 10



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


to 1.3 million unvested TripAdvisor RSUs was approximately $57 million and will be recognized over a weighted average period of approximately 3.2 years.
Other
Certain of the Company's other subsidiaries have stock based compensation plans under which employees and non-employees are granted options or similar stock based awards. Awards made under these plans vest and become exercisable over various terms. The awards and compensation recorded, if any, under these plans is not significant to Liberty.
(4)
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented.
Series A and Series B Liberty Interactive Common Stock
Excluded from diluted EPS, for the six months ended June 30, 2014, are 2 million potential common shares because their inclusion would be antidilutive.
 
Liberty Interactive Common Stock
 
Three months ended
June 30, 2014
 
Three months ended
June 30, 2013
 
Six months ended
June 30, 2014
 
Six months ended
June 30, 2013
 
number of shares in millions
Basic EPS
486

 
523
 
490

 
529

  Potentially dilutive shares
10

 
8
 
10

 
7

Diluted EPS
496

 
531
 
500

 
536

Series A and Series B Liberty Ventures Common Stock
As discussed in note 10, Liberty completed a two for one stock split on April 11, 2014 therefore all prior period outstanding share amounts have been retroactively adjusted for comparability. Excluded from diluted EPS, for the six months ended June 30, 2014, are less than a million potential common shares because their inclusion would be antidilutive.
 
Liberty Ventures Common Stock
 
Three months ended
June 30, 2014
 
Three months ended
June 30, 2013
 
Six months ended
June 30, 2014
 
Six months ended
June 30, 2013
 
number of shares in millions
Basic EPS
73

 
74

 
73

 
74

  Potentially dilutive shares
1

 

 
1

 

Diluted EPS
74

 
74

 
74

 
74



I- 11



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


(5) Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
The Company's assets and liabilities measured at fair value are as follows:
 
Fair Value Measurements at
June 30, 2014
 
Fair Value Measurements at
December 31, 2013
Description
Total
 
Quoted prices
in active markets
for identical assets
(Level 1)
 
Significant other
observable
inputs
(Level 2)
 
Total
 
Quoted prices
in active markets
for identical assets
(Level 1)
 
Significant other
observable
inputs
(Level 2)
 
amounts in millions
Cash equivalents
$
1,316

 
1,316

 

 
918

 
918

 

Short term marketable securities
$
657

 
106

 
551

 
543

 
62

 
481

Available-for-sale securities
$
1,271

 
1,127

 
144

 
1,497

 
1,047

 
450

Debt
$
2,497

 

 
2,497

 
2,355

 

 
2,355

The majority of the Company's Level 2 financial assets and liabilities are debt instruments with quoted market prices that are not considered to be traded on "active markets," as defined in GAAP.
Realized and Unrealized Gains (Losses) on Financial Instruments
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
amounts in millions
Fair Value Option Securities
$
90

 
112

 
80

 
336

Exchangeable senior debentures
(131
)
 
(106
)
 
(146
)
 
(416
)
Other financial instruments

 
3

 

 
16

 
$
(41
)
 
9

 
(66
)
 
(64
)





I- 12



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


(6) Investments in Available-for-Sale Securities and Other Cost Investments
All marketable equity and debt securities held by the Company are classified as available-for-sale ("AFS") and are carried at fair value based on quoted market prices. GAAP permits entities to choose to measure many financial instruments, such as AFS securities, and certain other items at fair value and to recognize the changes in fair value of such instruments in the entity's statement of operations (the "fair value option"). In prior years, Liberty has historically entered into economic hedges for certain of its non-strategic AFS securities (although such instruments were not accounted for as fair value hedges by the Company). Changes in the fair value of these economic hedges were reflected in Liberty's statements of operations as unrealized gains (losses). In order to better match the changes in fair value of the subject AFS securities and the changes in fair value of the corresponding economic hedges in the Company's financial statements, Liberty elected the fair value option for those of its AFS securities which it considered to be non-strategic ("Fair Value Option Securities"). Accordingly, changes in the fair value of Fair Value Option Securities, as determined by quoted market prices, are reported in realized and unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations.
Investments in AFS securities, the majority of which are considered Fair Value Option Securities, and other cost investments are summarized as follows:
 
June 30,
2014
 
December 31, 2013
 
amounts in millions
Interactive Group
 
 
 
    Other cost investments
$
4

 
4

        Total attributed Interactive Group
4

 
4

Ventures Group
 
 
 
    Time Warner Inc.
308

 
306

    Time Warner Cable Inc.
805

 
741

    TripAdvisor AFS securities
83

 
188

    Other AFS investments
75

 
262

     Total attributed Ventures Group
1,271

 
1,497

Consolidated Liberty
$
1,275

 
1,501




I- 13



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


(7)
Investments in Affiliates Accounted for Using the Equity Method
Liberty has various investments accounted for using the equity method. The following table includes Liberty's carrying amount, fair value, and percentage ownership of the more significant investments in affiliates at June 30, 2014 and the carrying amount at December 31, 2013:
 
June 30, 2014
 
December 31, 2013
 
Percentage
ownership
 
Fair value (Level 1)
 
Carrying
amount
 
Carrying
amount
 
 
 
dollar amounts in millions
Interactive Group
 
 
 
 
 
 
 
    HSN, Inc.
38
%
 
$
1,186

 
$
313

 
293

    Other
various

 
NA

 
50

 
50

        Total Interactive Group
 
 
 
 
363

 
343

Ventures Group
 
 
 
 
 
 
 
    Expedia, Inc. (a)
18
%
 
$
1,818

 
476

 
477

    Other
various

 
NA

 
397

 
417

        Total Ventures Group
 
 
 
 
873

 
894

Consolidated Liberty
 

 
 

 
$
1,236

 
1,237

The following table presents Liberty's share of earnings (losses) of affiliates:
 
Three months ended June 30,
 
Six months ended June 30,
 
2014
 
2013
 
2014
 
2013
 
amounts in millions
Interactive Group
 
 
 
 
 
 
 
    HSN, Inc.
$
9

 
11

 
31

 
31

    Other
(2
)
 
(7
)
 
(3
)
 
(11
)
        Total Interactive Group
7

 
4

 
28

 
20

Ventures Group
 
 
 
 
 
 
 
    Expedia, Inc. (a)
10

 
10

 
4

 
(10
)
    Other
(13
)
 
(7
)
 
(30
)
 
(14
)
        Total Ventures Group
(3
)
 
3

 
(26
)
 
(24
)
Consolidated Liberty
$
4

 
7

 
2

 
(4
)

(a) TripAdvisor, a consolidated subsidiary through Liberty's voting interest and board representation, earned revenue of approximately $60 million and $125 million for the three and six months ended June 30, 2014, respectively, and $54 million and $115 million for the three and six months ended June 30, 2013, respectively, from Expedia, Inc.


I- 14



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


(8) Intangible Assets
Goodwill
Changes in the carrying amount of goodwill are as follows:
 
QVC
 
E-commerce
 
TripAdvisor
 
Total
 
amounts in millions
Balance at January 1, 2014
$
5,312

 
560

 
3,460

 
9,332

Foreign currency translation adjustments
12

 

 

 
12

Acquisitions (1)

 

 
105

 
105

Impairment and other

 
(10
)
 

 
(10
)
Balance at June 30, 2014
$
5,324

 
550

 
3,565

 
9,439


(1)
During the six months ended June 30, 2014, TripAdvisor completed three acquisitions for total cash consideration of $152 million, net of cash acquired. The total cash consideration is subject to adjustment based on the finalization of working capital adjustments and amounts retained with payment subject to certain indemnification obligations by the respective sellers. TripAdvisor acquired Vacation Home Rentals, a U.S.-based vacation rental website featuring properties around the world; London-based Tripbod, a travel community that helps connect travelers to local experts to deliver travelers relevant recommendations for trip planning; and Lafourchette, a provider of an online and mobile reservations platform for restaurants in France, Spain and Switzerland. The initial purchase price allocation resulted in the following: $6 million in cash and other net assets, $66 million in amortizable intangible assets, $105 million in goodwill, and $17 million in net deferred tax liabilities. The purchase price allocation of these acquisitions are preliminary and subject to revision as more information becomes available and final valuations are available, but in any case will not be revised beyond 12 months after the acquisition date.
Intangible Assets Subject to Amortization
Amortization expense for intangible assets with finite useful lives was $193 million and $196 million for the three months ended June 30, 2014 and 2013, respectively, and $383 million and $388 million for the six months ended June 30, 2014 and 2013, respectively. Based on its amortizable intangible assets as of June 30, 2014, Liberty expects that amortization expense will be as follows for the next five years (amounts in millions):
Remainder of 2014
$
379

2015
$
679

2016
$
569

2017
$
391

2018
$
92



I- 15



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


(9) Long-Term Debt
Debt is summarized as follows:
 
 
Outstanding principal at June 30, 2014
 
Carrying value
 
 
June 30, 2014
 
December 31, 2013
 
 
amounts in millions
Interactive Group
 
 
 
 
 
Corporate level notes and debentures
 
 
 
 
 
 
8.5% Senior Debentures due 2029
$
287

 
285

 
285

 
8.25% Senior Debentures due 2030
504

 
501

 
501

 
1% Exchangeable Senior Debentures due 2043
400

 
416

 
423

Subsidiary level notes and facilities
 
 
 
 
 
 
QVC 7.5% Senior Secured Notes due 2019
769

 
761

 
761

 
QVC 3.125% Senior Secured Notes due 2019
400

 
399

 

 
QVC 7.375% Senior Secured Notes due 2020
500

 
500

 
500

 
QVC 5.125% Senior Secured Notes due 2022
500

 
500

 
500

 
QVC 4.375% Senior Secured Notes due 2023
750

 
750

 
750

 
QVC 4.850% Senior Secured Notes due 2024
600

 
600

 

 
QVC 5.95% Senior Secured Notes due 2043
300

 
300

 
300

 
QVC Bank Credit Facilities
65

 
65

 
922

 
Other subsidiary debt
157

 
157

 
141

     Total Interactive Group
$
5,232

 
5,234

 
5,083

Ventures Group
 
 
 
 
 
Corporate level debentures
 
 
 
 
 
 
4% Exchangeable Senior Debentures due 2029
$
439

 
307

 
284

 
3.75% Exchangeable Senior Debentures due 2030
438

 
294

 
270

 
3.5% Exchangeable Senior Debentures due 2031
359

 
335

 
316

 
0.75% Exchangeable Senior Debentures due 2043
850

 
1,145

 
1,062

Subsidiary level facilities
 
 
 
 
 
 
TripAdvisor Debt Facilities
353

 
353

 
369

     Total Ventures Group debt
$
2,439

 
2,434

 
2,301

 
Total consolidated Liberty debt
$
7,671

 
7,668

 
7,384

 
Less current classification
 

 
(1,048
)
 
(978
)
 
Total long-term debt
 
 
$
6,620

 
6,406

QVC Senior Secured Notes
On March 18, 2014, QVC, a consolidated subsidiary of Liberty, issued $400 million principal amount of new 3.125% senior secured notes due 2019 at an issue price of 99.828% and $600 million principal amount of new 4.85% senior secured notes due 2024 at an issue price of 99.927% (collectively, the “Notes”). The Notes are secured by a first-priority lien on the capital stock of QVC, which is the same collateral that secures QVC's existing secured indebtedness. The net proceeds from the offering were used to repay indebtedness under QVC’s senior secured credit facility and f


I- 16



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


or working capital and other general corporate purposes. QVC was in compliance with all of its debt covenants related to its outstanding senior secured notes at June 30, 2014.
QVC Bank Credit Facilities
The interest rate on borrowings outstanding under the QVC Bank Credit Facilities was 1.9% at June 30, 2014. Availability under the QVC Amended and Restated Credit Agreement at June 30, 2014 was $1.9 billion. QVC was in compliance with all debt covenants related to the Amended and Restated Credit Agreement at June 30, 2014.
Exchangeable Senior Debentures
Liberty has elected to account for the exchangeable senior debentures using the fair value option. Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations. Liberty will review the terms of the debentures on a quarterly basis to determine whether a triggering event has occurred to require current classification of the exchangeables upon a call event. As of June 30, 2014 the balance of the 4% Exchangeable Senior Debentures due 2029, the 3.75% Exchangeable Senior Debentures due 2030 and the 3.5% Exchangeable Senior Debentures due 2031 have been classified as current.
Other Subsidiary Debt
Other subsidiary debt at June 30, 2014 is comprised of capitalized satellite transponder lease obligations and bank debt of certain subsidiaries.
Fair Value of Debt
Liberty estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Liberty for debt of the same remaining maturities (Level 2). The fair value of Liberty's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at June 30, 2014 are as follows (amounts in millions):
Senior debentures
$
883

QVC senior secured notes
$
4,006

Due to the variable rate nature, Liberty believes that the carrying amount of its other debt, not discussed above, approximated fair value at June 30, 2014.
(10) Stockholders' Equity
As of June 30, 2014, Liberty reserved for issuance upon exercise of outstanding stock options approximately 30.3 million shares of Series A Liberty Interactive common stock, 432 thousand shares of Series B Liberty Interactive common stock, 1.8 million shares of Series A Liberty Ventures common stock and 44 thousand shares of Series B Liberty Ventures common stock.
In addition to the Series A and Series B Liberty Interactive and Liberty Ventures common stock there are 4 billion shares of Series C Liberty Interactive and 200 million shares of Series C Liberty Ventures common stock authorized for issuance. As of June 30, 2014, no shares of any Series C Liberty Interactive or Liberty Ventures common stock were issued or outstanding.
On February 27, 2014, Liberty's board approved a two for one stock split of Series A and Series B Liberty Ventures common stock, effected by means of a dividend. The stock split was done in order to bring Liberty into compliance with a Nasdaq listing requirement regarding the minimum number of publicly held shares of the Series B Liberty Ventures common stock. In the stock split, a dividend was paid on April 11, 2014 of one share of Series A or Series B Liberty Ventures common stock to holders of each share of Series A or Series B Liberty Ventures common


I- 17



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


stock, respectively, held by them as of 5:00 pm, New York City time, on April 4, 2014. The stock split has been recorded retroactively for all periods presented for comparability purposes.

(11) Commitments and Contingencies
Leases
On June 20, 2013, TripAdvisor entered into an additional lease to move its headquarters to Needham, Massachusetts in 2015. TripAdvisor is the deemed owner (for accounting purposes only) of the new building during the construction period under build to suit lease accounting. As building construction began in the fourth quarter of 2013, TripAdvisor recorded estimated project construction costs incurred by the landlord as an asset and a corresponding long term liability in ‘‘Property and equipment, at cost’’ and ‘‘Other liabilities,’’ respectively, in the condensed combined balance sheets. The asset and corresponding long term liability will increase as additional building costs are incurred by the landlord during the construction period. At the completion of construction of the new building (estimated to be May 2015), the lease will be evaluated in order to determine whether or not it meets the criteria for ‘‘sale-leaseback’’ treatment. From the beginning of construction through June 30, 2014 approximately $40 million has been capitalized.
Litigation
Liberty has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible Liberty may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.
(12) Information About Liberty's Operating Segments
Liberty, through its ownership interests in subsidiaries and other companies, is primarily engaged in the video and on-line commerce industries. Liberty identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of Liberty's annual pre-tax earnings.
Liberty evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent. In addition, Liberty reviews nonfinancial measures such as unique website visitors, conversion rates and active customers, as appropriate.
Liberty defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and administrative expenses excluding all stock-based compensation. Liberty believes this measure is an important indicator of the operational strength and performance of its businesses, including each business's 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. This measure of performance excludes depreciation and amortization, stock-based compensation and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Liberty generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.


I- 18



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


For the six months ended June 30, 2014, Liberty has identified the following consolidated subsidiaries as its reportable segments:
QVC - a consolidated subsidiary that markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs and via the Internet through its domestic and international websites and mobile applications.
TripAdvisor, Inc. - a consolidated subsidiary that is an online travel research company that empowers users to plan and maximize their travel experience.
Additionally, for presentation purposes, Liberty is providing financial information of the E-commerce businesses on an aggregated basis. The consolidated E-commerce businesses do not contribute significantly to the overall operations of Liberty on an individual basis; however, Liberty believes that on an aggregated basis they provide relevant information for users of these financial statements. While these businesses may not meet the aggregation criteria under relevant accounting literature Liberty believes the information is relevant and helpful for a more complete understanding of the consolidated results.
E-commerce - the aggregation of certain consolidated subsidiaries that market and sell a wide variety of consumer products via the Internet. Categories of consumer products include perishable and personal gift offerings (Provide), active lifestyle gear and clothing (Backcountry), fitness and health goods (Bodybuilding), celebration offerings from invitations to costumes (BuySeasons and Evite) and a drop-ship solutions company (CommerceHub).
Liberty's operating segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segments are the same as those described in the Company's summary of significant accounting policies in the Annual Report on Form 10-K for the year ended December 31, 2013.
Performance Measures
 
Three months ended June 30,
 
2014
 
2013
 
Revenue
 
Adjusted
OIBDA
 
Revenue
 
Adjusted
OIBDA
 
amounts in millions
Interactive Group
 
 
 
 
 
 
 
QVC
$
2,014

 
439

 
1,961

 
434

E-commerce
481

 
19

 
439

 
26

Corporate and other

 
(6
)
 

 
(5
)
Total Interactive Group
2,495

 
452

 
2,400

 
455

Ventures Group
 
 
 
 
 
 
 
TripAdvisor, Inc.
323

 
129

 
247

 
113

Corporate and other

 
(5
)
 

 
(3
)
Total Ventures Group
323

 
124

 
247

 
110

Consolidated Liberty
$
2,818

 
576

 
2,647

 
565




I- 19



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


 
Six months ended June 30,
 
2014
 
2013
 
Revenue
 
Adjusted
OIBDA
 
Revenue
 
Adjusted
OIBDA
 
amounts in millions
Interactive Group
 
 
 
 
 
 
 
QVC
$
4,000

 
851

 
3,935

 
838

E-commerce
942

 
42

 
899

 
65

Corporate and other

 
(10
)
 

 
(11
)
Total Interactive Group
4,942

 
883

 
4,834

 
892

Ventures Group
 
 
 
 
 
 
 
TripAdvisor, Inc.
604

 
251

 
477

 
222

Corporate and other

 
(8
)
 

 
(6
)
Total Ventures Group
604

 
243

 
477

 
216

Consolidated Liberty
$
5,546

 
1,126

 
5,311

 
1,108

Other Information
 
June 30, 2014
 
Total
assets
 
Investments
in
affiliates
 
Capital
expenditures
 
amounts in millions
Interactive Group
 
 
 
 
 
QVC
$
12,648

 
50

 
57

E-commerce
1,233

 

 
30

Corporate and other
465

 
313

 

Total Interactive Group
14,346

 
363

 
87

Ventures Group
 
 
 
 
 
TripAdvisor
7,321

 

 
42

Corporate and other
3,214

 
873

 

Total Ventures Group
10,535

 
873

 
42

Inter-group eliminations
(159
)
 

 

Consolidated Liberty
$
24,722

 
1,236

 
129



I- 20



LIBERTY INTERACTIVE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


The following table provides a reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes:
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
amounts in millions
Consolidated segment Adjusted OIBDA
$
576

 
565

 
1,126

 
1,108

  Stock-based compensation
(43
)
 
(44
)
 
(85
)
 
(86
)
Impairment of intangible assets
(7
)
 

 
(7
)
 

  Depreciation and amortization
(237
)
 
(237
)
 
(469
)
 
(467
)
  Interest expense
(100
)
 
(90
)
 
(199
)
 
(201
)
  Share of earnings (loss) of affiliates, net
4

 
7

 
2

 
(4
)
  Realized and unrealized gains (losses) on financial instruments, net
(41
)
 
9

 
(66
)
 
(64
)
  Other, net
3

 
(17
)
 
11

 
(55
)
Earnings (loss) before income taxes
$
155

 
193

 
313

 
231



I- 21



Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; new service offerings; the proposed creation of the QVC Group tracking stock; the reevaluation of the Liberty Digital Commerce Group tracking stock; the proposed spin-off of our interest in TripAdvisor, Inc.; revenue growth at QVC, Inc. ("QVC"); the recoverability of our goodwill and other long-lived assets; our projected sources and uses of cash; and the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:
customer demand for our products and services and our ability to adapt to changes in demand;
competitor responses to our products and services;
increased digital TV penetration and the impact on channel positioning of our networks;
the levels of online traffic to our businesses' websites and our ability to convert visitors into customers or contributors;
uncertainties inherent in the development and integration of new business lines and business strategies;
our future financial performance, including availability, terms and deployment of capital;
our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;
the ability of suppliers and vendors to deliver products, equipment, software and services;
the outcome of any pending or threatened litigation;
availability of qualified personnel;
changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and adverse outcomes from regulatory proceedings;
changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors;
general economic and business conditions and industry trends;
consumer spending levels, including the availability and amount of individual consumer debt;
advertising spending levels;
changes in distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on demand and IP television and their impact on home shopping programs;
rapid technological changes;
failure to protect the security of personal information about our customers, subjecting us to costly government enforcement actions or private litigation and reputational damage;
the regulatory and competitive environment of the industries in which we operate;
threatened terrorist attacks and ongoing military action in the Middle East and other parts of the world; and
fluctuations in foreign currency exchange rates and political unrest in international markets.


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For additional risk factors, please see Part I, Item 1 of the Annual Report on Form 10-K for the year ended December 31, 2013. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2013.
Overview
We own controlling and non-controlling interests in a broad range of video and on-line commerce companies. Our largest business, which is also our principal reportable segment, is QVC, Inc. ("QVC"). QVC markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs and via the Internet through its domestic and international websites and mobile applications. We also own a controlling interest in TripAdvisor, Inc. ("TripAdvisor"), a separate reportable segment, which is an online travel company that empowers users to plan and maximize their travel experience by aggregating reviews and opinions of members about destinations, accommodations, restaurants and activities throughout the world. Additionally, we own entire or majority interests in consolidated subsidiaries which operate on-line commerce businesses in a broad range of retail categories. The more significant of these include Backcountry.com, Inc. ("Backcountry"), Bodybuilding.com, LLC ("Bodybuilding"), Provide Commerce, Inc. ("Provide"), BuySeasons, Inc. ("BuySeasons"), Evite, Inc. ("Evite") and CommerceHub. Backcountry operates websites offering sports gear and clothing for outdoor and active individuals in a variety of categories. Bodybuilding manages websites related to sports nutrition, body building and fitness. BuySeasons and Evite operate websites that offer costumes, accessories, décor, party supplies and invitations. Provide operates an e-commerce marketplace of websites for perishable goods, including flowers, fruits and desserts, as well as upscale personalized gifts. CommerceHub operates a drop-ship solution which allows different software systems from both sides of the transaction to more easily access the data necessary to fulfill orders.
Our "Corporate and Other" category includes our corporate ownership interests in other unconsolidated businesses and corporate expenses. We hold ownership interests in Expedia, Inc., HSN, Inc., Interval Leisure Group, Inc. and Tree.com, Inc. which we account for as equity method investments; and we continue to maintain investments and related financial instruments in public companies such as Time Warner Inc. and Time Warner Cable Inc., which are accounted for at their respective fair market values and are included in "Corporate and Other."
The term "Ventures Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities that have been attributed to that group. The Ventures Group is comprised primarily of our consolidated subsidiary TripAdvisor and interests in Expedia, Inc., Interval Leisure Group, Inc., Tree.com, Inc., investments in Time Warner Inc. and Time Warner Cable Inc., as well as cash and cash equivalents in the amount of approximately $1,141 million (at June 30, 2014). The Ventures Group also has attributed to it certain liabilities related to our corporate level indebtedness (see note 9 in the accompanying financial statements) and certain deferred tax liabilities. The Ventures Group is primarily focused on the maximization of the value of these investments and investing in new business opportunities.
The term "Interactive Group" does not represent a separate legal entity, rather it represents those businesses, assets and liabilities that have been attributed to that group. The Interactive Group is primarily focused on our video and e-commerce operating businesses and has attributed to it the remainder of our businesses and assets, including our operating subsidiaries QVC, Provide, Backcountry, Bodybuilding, BuySeasons, Evite and CommerceHub as well as our interest in HSN, Inc. and cash and cash equivalents of approximately $692 million (at June 30, 2014), including subsidiary cash. The Interactive Group has attributed to it liabilities that reside with QVC and the other entities listed as well certain liabilities related to our corporate level indebtedness (see note 9 in the accompanying financial statements) and certain deferred tax liabilities.


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Results of Operations—Consolidated
General.    We provide in the tables below information regarding our Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our reportable segments and our E-commerce businesses. The "corporate and other" category consists of those assets or businesses which we do not disclose separately. For a more detailed discussion and analysis of the financial results of the principal reporting segments, see "Results of Operations—Businesses" below.
Operating Results
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
amounts in millions
Revenue
 
 
 
 
 
 
 
Interactive Group
 
 
 
 
 
 
 
QVC
$
2,014

 
1,961

 
4,000

 
3,935

E-commerce
481

 
439

 
942

 
899

Total Interactive Group
2,495

 
2,400

 
4,942

 
4,834

Ventures Group
 
 
 
 
 
 
 
TripAdvisor
323

 
247

 
604

 
477

Total Ventures Group
323

 
247

 
604

 
477

Consolidated Liberty
$
2,818

 
2,647

 
5,546

 
5,311

 
 
 
 
 
 
 
 
Adjusted OIBDA
 
 
 
 
 
 
 
Interactive Group
 
 
 
 
 
 
 
QVC
$
439

 
434

 
851

 
838

E-commerce
19

 
26

 
42

 
65

Corporate and other
(6
)
 
(5
)
 
(10
)
 
(11
)
Total Interactive Group
452

 
455

 
883

 
892

Ventures Group
 
 
 
 
 
 
 
TripAdvisor
129

 
113

 
251

 
222

Corporate and other
(5
)
 
(3
)
 
(8
)
 
(6
)
Total Ventures Group
124

 
110

 
243

 
216

Consolidated Liberty
$
576

 
565

 
1,126

 
1,108

 
 
 
 
 
 
 
 
Operating Income (Loss)
 
 
 
 
 
 
 
Interactive Group
 
 
 
 
 
 
 
QVC
$
284

 
285

 
544

 
545

E-commerce
(16
)
 
(2
)
 
(17
)
 
17

Corporate and other
(13
)
 
(15
)
 
(28
)
 
(34
)
Total Interactive Group
255

 
268

 
499

 
528

Ventures Group
 
 
 
 
 
 
 
TripAdvisor
39

 
22

 
75

 
37

Corporate and other
(5
)
 
(6
)
 
(9
)
 
(10
)
Total Ventures Group
34

 
16

 
66

 
27

Consolidated Liberty
$
289

 
284

 
565

 
555

Revenue.    Our consolidated revenue increased 6.5% or $171 million and increased 4.4% or $235 million for the three and six months ended June 30, 2014, respectively, as compared to the corresponding periods in the prior year. The three month increase was primarily due to the increased revenue at TripAdvisor ($76 million), increased revenue at QVC ($53 million) and the E-commerce companies ($42 million). The six month increase was primarily due to the increased revenue at TripAdvisor ($127 million), increased revenue at QVC ($65 million) and the E-commerce


I- 24



companies ($43 million). See "Results of Operations—Businesses" below for a more complete discussion of the results of operations of certain of our subsidiaries.
Adjusted OIBDA.    We define Adjusted OIBDA as revenue less cost of sales, operating expenses and selling, general and administrative ("SG&A") expenses excluding all stock-based compensation. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses, including each business's ability to service debt and fund capital expenditures. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes such costs as depreciation and amortization, stock-based compensation and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. See note 12 to the accompanying condensed consolidated financial statements for a reconciliation of Adjusted OIBDA to Earnings (loss) from continuing operations before income taxes.
Consolidated Adjusted OIBDA increased 1.9% or $11 million and increased 1.6% or $18 million for the three and six months ended June 30, 2014, respectively, as compared to the corresponding periods in the prior year. The overall Adjusted OIBDA growth for the three months ended June 30, 2014 was primarily due to the increased operating results at TripAdvisor of $16 million and increased QVC results of $5 million. These increases were partially offset by a decline in the E-commerce results of $7 million. The overall Adjusted OIBDA growth for the six months ended June 30, 2014 was primarily due to the increased operating results at TripAdvisor of $29 million and increased QVC results of $13 million. These increases were partially offset by a decline in the E-commerce results of $23 million. See "Results of Operations—Businesses" below for a more complete discussion of the results of operations of certain of our subsidiaries.
Stock-based compensation.    Stock-based compensation includes compensation related to (1) options and stock appreciation rights ("SARs") for shares of our common stock that are granted to certain of our officers and employees, (2) phantom stock appreciation rights ("PSARs") granted to officers and employees of certain of our subsidiaries pursuant to private equity plans and (3) amortization of restricted stock grants.
We recorded $43 million and $44 million of stock-based compensation for the three months ended June 30, 2014 and 2013, respectively. We recorded $85 million and $86 million of stock-based compensation expense for the six month periods ended June 30, 2014 and 2013, respectively.
As of June 30, 2014, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $127 million. Such amount will be recognized in our consolidated statements of operations over a weighted average period of approximately 2.2 years. Additionally, as of June 30, 2014, the total unrecognized compensation cost related to unvested TripAdvisor stock options was approximately $99 million and will be recognized over a weighted average period of approximately 3.0 years.
Operating income.    Our consolidated operating income increased 1.8% or $5 million and increased 1.8% or $10 million for the three and six months ended June 30, 2014, respectively, as compared to the corresponding periods in the prior year. The overall increase in operating income for the three months ended June 30, 2014 was due to the increased results at TripAdvisor of $17 million, a portion of which was due to reduced amortization of intangibles from purchase accounting during the period, and Corporate and other of $3 million, partially offset by the decline in operating income at QVC of $1 million and the E-commerce companies of $14 million. The overall increase in operating income for the six months ended June 30, 2014 was due to the increased results at TripAdvisor of $38 million, a portion of which was due to reduced amortization of intangibles from purchase accounting during the period, and Corporate and other of $7 million, partially offset by the decline in operating income at QVC of $1 million, the E-commerce companies of $34 million. See "Results of Operations—Businesses" below for a more complete discussion of the results of operations of certain of our subsidiaries.


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Other Income and Expense
Components of Other income (expense) are presented in the table below.
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
amounts in millions
Interest expense
 
 
 
 
 
 
 
Interactive Group
$
(79
)
 
(70
)
 
(156
)
 
(154
)
Ventures Group
(21
)
 
(20
)
 
(43
)
 
(47
)
Consolidated Liberty
$
(100
)
 
(90
)
 
(199
)
 
(201
)
 
 
 
 
 
 
 
 
Share of earnings (losses) of affiliates
 
 
 
 
 
 
 
Interactive Group
$
7

 
4

 
28

 
20

Ventures Group