Exhibit 99.1

Unaudited Attributed Financial Information for Tracking Stock Groups

The information herein relates to Liberty Interactive Corporation and its controlled subsidiaries (collectively “Liberty,” the “Company,” “Consolidated Liberty,” “us,” “we,” or “our” unless the context otherwise requires).

The following tables present our assets and liabilities as of September 30, 2017, revenue and expenses for three and nine months ended September 30, 2017 and 2016 and cash flows for the nine months ended September 30, 2017 and 2016. The tables further present our assets, liabilities, revenue, expenses and cash flows that are attributed to the QVC Group and the Ventures Group, respectively.  The financial information in this Exhibit should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2017 included in this Quarterly Report on Form 10-Q.

The QVC Group common stock is intended to reflect the separate performance of our QVC Group which is comprised of our consolidated subsidiaries, QVC, Inc. (“QVC”) and zulily, llc (“zulily”), and our approximate 38% interest in HSN, Inc. (“HSN”). Liberty Ventures common stock is intended to reflect the separate performance of our Ventures Group which is comprised primarily of our interests in Evite, Inc. (“Evite”), CommerceHub, Inc. (“CommerceHub”) (through July 22, 2016) (see note 3 of the accompanying condensed consolidated financial statements) and Bodybuilding.com, LLC ("Bodybuilding") (through November 4, 2016) (see note 3 of the accompanying condensed consolidated financial statements). The Ventures Group also holds ownership interests in FTD Companies, Inc. (“FTD”), HSN and LendingTree, Inc. (“LendingTree”), which we account for as equity method investments; an interest in Liberty Broadband Corporation (“Liberty Broadband”), which we account for at fair value; and investments and related financial instruments in public companies such as Charter Communications, Inc. (“Charter”), ILG, Inc. (“ILG”) and Time Warner Inc. (“Time Warner”), which are accounted for at their respective fair market values.

As discussed in note 1 of the accompanying condensed consolidated financial statements, on July 22, 2016, Liberty completed the spin-off (the “CommerceHub Spin-Off”) of its former wholly-owned subsidiary, CommerceHub. See discussion in note 3 of the accompanying condensed consolidated financial statements regarding discontinued operations treatment for the CommerceHub Spin-Off.

As discussed in note 1 of the accompanying condensed consolidated financial statements, on November 4, 2016, Liberty completed the split-off (the “Expedia Holdings Split-Off”) of Liberty Expedia Holdings, Inc. (“Expedia Holdings”). At the time of the Expedia Holdings Split-Off, Expedia Holdings was comprised of, among other things, Liberty’s former interest in Expedia, Inc., Liberty’s former wholly-owned subsidiary Bodybuilding and $350 million in indebtedness.  See discussion in note 3 of the accompanying condensed consolidated financial statements regarding discontinued operations treatment for the Expedia Holdings Split-Off.

As discussed in note 2 of the accompanying condensed consolidated financial statements, on April 4, 2017, Liberty entered into an Agreement and Plan of Reorganization (the “GCI Reorganization Agreement” and the transactions contemplated thereby, the “Transactions”) with General Communication, Inc. (“GCI”), an Alaska corporation, and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Liberty (“LI LLC”), whereby Liberty will acquire GCI through a reorganization in which certain Ventures Group assets and liabilities will be contributed to GCI in exchange for a controlling interest in GCI.  Liberty and LI LLC will contribute to GCI Liberty (as defined below) its entire equity interest in Liberty Broadband and Charter, along with, subject to certain exceptions, Liberty’s entire equity interests in FTD and LendingTree, together with the Evite operating business and certain other assets and liabilities, in exchange for (a) the issuance to LI LLC of (i) a number of shares of reclassified GCI Class A Common Stock and a number of shares of reclassified GCI Class B Common Stock equal to the number of outstanding shares of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock outstanding on the closing date of the Contribution, respectively, and (ii) cash, and (b) the assumption of certain liabilities by GCI Liberty (the “Contribution”).

Liberty will then effect a tax-free separation of its controlling interest in the combined company (to be named GCI Liberty, Inc. (“GCI Liberty”)) to the holders of Liberty Ventures common stock in full redemption of all outstanding shares of such stock, leaving QVC Group common stock as the only outstanding common stock of Liberty.  Holders of GCI Class A Common Stock and GCI Class B Common Stock each will receive (i) 0.63 of a share of reclassified GCI Class A Common Stock and (ii) 0.20 of a share of new GCI Series A preferred stock in exchange for each share of their existing GCI stock.   The exchange ratios were determined based on total consideration of $32.50 per share for the existing GCI common stock, comprised of $27.50 per share in reclassified GCI Class A Common Stock and $5.00 per share in newly issued GCI Preferred Stock, and a Liberty Ventures reference price of $43.65 (with no additional premium paid for shares of GCI Class B Common Stock). The Series A preferred shares will accrue dividends at an initial rate of 5% per annum (which would increase to 7% in connection with a future reincorporation of GCI Liberty in Delaware) and will be redeemable upon the 21st anniversary of the closing.

At the closing of the Transactions, Liberty will reattribute certain assets and liabilities from the Ventures Group to the QVC Group (the “Reattribution”).  The reattributed assets and liabilities, if effected as of the date hereof, would include cash, Liberty’s interest in ILG, Inc., certain green energy investments, LI LLC’s exchangeable debentures and certain tax benefits. Pursuant to a recent amendment to the reorganization agreement, LI LLC’s 1.75% Exchangeable Debentures due 2046 (the “1.75% Exchangeable Debentures”) will not be subject to a pre-closing exchange offer and will instead be reattributed to the QVC Group, along with (i) an amount of cash equal to


 

the net present value of the adjusted principal amount of such 1.75% Exchangeable Debentures (determined as if paid on October 5, 2023) and stated interest payments on the 1.75% Exchangeable Debentures to October 5, 2023 and (ii) an indemnity obligation from GCI Liberty with respect to any payments made by LI LLC in excess of stated principal and interest to any holder that exercises its exchange right under the terms of the debentures through October 5, 2023. The cash reattributed to the QVC Group will be funded by available cash attributable to Liberty’s Ventures Group and the proceeds of a margin loan facility in an initial principal amount of up to $1 billion.  Within six months of the closing, Liberty, LI LLC and GCI Liberty will cooperate with, and reasonably assist each other with respect to, the commencement and consummation of a purchase offer (the “Purchase Offer”) whereby LI LLC will offer to purchase, either pursuant to privately negotiated transactions or a tender offer, the 1.75% Exchangeable Debentures on terms and conditions (including maximum offer price) reasonably acceptable to GCI Liberty. GCI Liberty will indemnify LI LLC for each 1.75% Exchangeable Debenture repurchased by LI LLC in the Purchase Offer in an amount equal to the difference between (x) the purchase price paid by LI LLC to acquire such 1.75% Exchangeable Debenture in the Purchase Offer and (y) the sum of the amount of cash reattributed with respect to such purchased 1.75% Exchangeable Debenture in the reattribution plus the amount of certain tax benefits attributable to such 1.75% Exchangeable Debenture so purchased. GCI Liberty’s indemnity obligation with respect to payments made upon a holder’s exercise of its exchange right will be eliminated as to any 1.75% Exchangeable Debentures purchased in the Purchase Offer. Liberty will complete the Reattribution using similar valuation methodologies to those used in connection with its previous reattributions, including taking into account the advice of its financial advisor. The Transactions are expected to be consummated during the first quarter of 2018, subject to the satisfaction of customary closing conditions and the requisite stockholder approvals.

Notwithstanding the following attribution of assets, liabilities, revenue, expenses and cash flows to the QVC Group and the Ventures Group, our tracking stock structure does not affect the ownership or the respective legal title to our assets or responsibility for our liabilities. We and our subsidiaries are each responsible for our respective liabilities. Holders of QVC Group common stock and Liberty Ventures common stock are holders of our common stock and are subject to risks associated with an investment in our company and all of our businesses, assets and liabilities. The issuance of QVC Group common stock and Liberty Ventures common stock does not affect the rights of our creditors or creditors of our subsidiaries.

On July 6, 2017, Liberty announced that it had entered into an Agreement and Plan of Merger, dated as of July 5, 2017 (the “HSN Merger Agreement”), by and among Liberty, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Liberty (“Merger Sub”), and HSN. Pursuant to the terms of the HSN Merger Agreement, Merger Sub will merge with and into HSN, with HSN surviving as a wholly-owned subsidiary of Liberty (the “HSN Merger”). As a result of the HSN Merger, Liberty will acquire the approximately 62% of HSN it does not already own in an all-stock transaction, making HSN a wholly-owned subsidiary, attributed to the QVC Group tracking stock group. Liberty currently owns approximately 38% of HSN. HSN shareholders (other than Liberty) will receive fixed consideration of 1.65 shares of Series A QVC Group common stock for each share of HSN common stock. Based on the Series A QVC Group common stock’s closing price as of July 5, 2017 and the number of HSN undiluted shares outstanding as of May 1, 2017, this equates to a total enterprise value for HSN of $2.6 billion, an equity value of $2.1 billion, and consideration of $40.36 per HSN share, representing a premium of approximately 29% to HSN shareholders, based on HSN’s closing price on July 5, 2017. Liberty intends to issue 53.4 million shares of Series A QVC Group common stock to HSN shareholders.

The HSN Merger is expected to be completed by the fourth quarter of 2017.  The completion of the acquisition is subject to certain customary conditions, including approval by a majority of the outstanding voting power of HSN shareholders. A voting agreement has been obtained from Liberty to vote its HSN shares in favor of the transaction.  Approval of the Liberty stockholders is not required, and is not being sought, for the HSN Merger.  Upon closing, Liberty’s board of directors will be expanded by one to include a director from HSN’s board of directors; this director will be selected by Liberty.

As discussed above, the Transactions are expected to close in the first quarter of 2018.  Simultaneous with that closing, QVC Group, including wholly-owned subsidiaries QVC, Inc., zulily and HSN (or, if the HSN acquisition has not yet closed, following such closing), will become an asset-backed stock and Liberty will be renamed QVC Group, Inc.  Neither the Transactions nor the HSN Merger is conditioned on the completion of the other, and no assurance can be given as to which of these transactions will be completed first.

2

 


 

SUMMARY ATTRIBUTED FINANCIAL DATA

QVC Group

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

December 31, 2016

 

 

 

amounts in millions

 

Summary balance sheet data:

    

 

 

    

    

 

Current assets

 

$

2,567

 

2,642

 

Investments in affiliates, accounted for using the equity method

 

$

236

 

224

 

Intangible assets not subject to amortization, net

 

$

9,396

 

9,325

 

Total assets

 

$

13,980

 

14,357

 

Long-term debt, including current portion

 

$

6,175

 

6,375

 

Deferred income tax liabilities

 

$

1,024

 

1,116

 

Net assets attributable to QVC Group common stock shareholders

 

$

4,871

 

4,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Nine months ended

 

 

September 30,

 

September 30,

 

 

2017

    

2016

    

2017

    

2016

 

 

amounts in millions

 

Summary operations data:

    

 

    

 

    

 

    

 

 

Revenue

$

2,375

 

2,303

 

7,044

 

7,094

 

Cost of sales

 

1,554

 

1,504

 

4,553

 

4,577

 

Operating expenses

 

156

 

152

 

452

 

462

 

Selling, general and administrative expenses (1)

 

267

 

261

 

738

 

786

 

Depreciation and amortization

 

180

 

219

 

592

 

642

 

Operating income (loss)

 

218

 

167

 

709

 

627

 

Interest expense

 

(73)

 

(73)

 

(222)

 

(220)

 

Share of earnings (losses) of affiliates, net

 

11

 

 8

 

31

 

38

 

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

 

 1

 

(6)

 

 —

 

(2)

 

Other income (expense), net

 

 5

 

 6

 

(5)

 

31

 

Income tax benefit (expense)

 

(31)

 

(32)

 

(159)

 

(161)

 

Net earnings (loss)

 

131

 

70

 

 

354

 

313

 

Less net earnings (loss) attributable to noncontrolling interests

 

12

 

 9

 

33

 

28

 

Net earnings (loss) attributable to Liberty Interactive Corporation shareholders

$

119

 

61

 

321

 

285

 


(1)

Includes stock-based compensation of $18 million and $20 million for the three months ended September 30, 2017 and 2016, respectively, and $48 million and $57 million for the nine months ended September 30, 2017 and 2016, respectively.

3

 


 

SUMMARY ATTRIBUTED FINANCIAL DATA (Continued)

Ventures Group

 

 

 

 

 

 

 

 

 

September 30, 2017

 

December 31, 2016

 

 

 

amounts in millions

 

Summary balance sheet data:

    

 

    

    

    

 

Cash and cash equivalents

 

$

512

 

487

 

Investments in available-for-sale securities and other cost investments

 

$

2,477

 

1,918

 

Investments in affiliates, accounted for using the equity method

 

$

337

 

357

 

Investment in Liberty Broadband measured at fair value

 

$

4,068

 

3,161

 

Total assets

 

$

7,467

 

5,998

 

Long-term debt, including current portion

 

$

1,886

 

1,667

 

Deferred income tax liabilities

 

$

2,991

 

2,520

 

Net assets attributable to Liberty Ventures common stock shareholders

 

$

2,583

 

1,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

amounts in millions

 

Summary operations data:

    

 

    

    

    

    

    

    

    

 

Revenue

 

$

 6

 

109

 

16

 

391

 

Cost of sales

 

 

 —

 

71

 

 —

 

245

 

Operating

 

 

 4

 

13

 

 9

 

50

 

Selling, general and administrative expenses (1)

 

 

12

 

29

 

39

 

106

 

Depreciation and amortization

 

 

 —

 

 6

 

 2

 

21

 

Operating income (loss)

 

 

(10)

 

(10)

 

(34)

 

(31)

 

Interest expense

 

 

(15)

 

(19)

 

(45)

 

(57)

 

Share of earnings (losses) of affiliates, net

 

 

(97)

 

(30)

 

(153)

 

(59)

 

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

 

 

368

 

612

 

1,186

 

944

 

Other, net

 

 

 2

 

(14)

 

 6

 

99

 

Income tax benefit (expense)

 

 

(71)

 

(158)

 

(303)

 

(279)

 

Earnings (loss) from continuing operations

 

 

177

 

381

 

657

 

617

 

Earnings (loss) from discontinued operations, net of taxes

 

 

 —

 

27

 

 —

 

14

 

Net earnings (loss)

 

 

177

 

408

 

657

 

631

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

 —

 

 —

 

 —

 

 —

 

Net earnings (loss) attributable to Liberty Interactive Corporation shareholders

 

$

177

 

408

 

657

 

631

 

 


(1)

Includes stock-based compensation of $4 million and zero for the three months ended September 30, 2017 and 2016, respectively, and $11 million and $18 million for the nine months ended September 30, 2017 and 2016, respectively.

4

 


 

BALANCE SHEET INFORMATION

September 30, 2017 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

383

 

512

 

895

 

Trade and other receivables, net

 

 

908

 

37

 

945

 

Inventory, net

 

 

1,197

 

 —

 

1,197

 

Other current assets

 

 

79

 

 2

 

81

 

Total current assets

 

 

2,567

 

551

 

3,118

 

Investments in available-for-sale securities and other cost investments (note 2)

 

 

 4

 

2,477

 

2,481

 

Investments in affiliates, accounted for using the equity method (note 3)

 

 

236

 

337

 

573

 

Investment in Liberty Broadband measured at fair value (note 3)

 

 

 —

 

4,068

 

4,068

 

Property and equipment, net

 

 

1,116

 

 1

 

1,117

 

Intangible assets not subject to amortization

 

 

9,396

 

29

 

9,425

 

Intangible assets subject to amortization, net

 

 

631

 

 4

 

635

 

Other assets, at cost, net of accumulated amortization

 

 

30

 

 —

 

30

 

Total assets

 

$

13,980

 

7,467

 

21,447

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Intergroup payable (receivable) (note 7)

 

$

46

 

(46)

 

 —

 

Accounts payable

 

 

833

 

 —

 

833

 

Accrued liabilities

 

 

621

 

20

 

641

 

Current portion of debt (note 4)

 

 

17

 

994

 

1,011

 

Other current liabilities

 

 

158

 

 3

 

161

 

Total current liabilities

 

 

1,675

 

971

 

2,646

 

Long-term debt (note 4)

 

 

6,158

 

892

 

7,050

 

Deferred income tax liabilities

 

 

1,024

 

2,991

 

4,015

 

Other liabilities

 

 

137

 

40

 

177

 

Total liabilities

 

 

8,994

 

4,894

 

13,888

 

Equity/Attributed net assets (liabilities)

 

 

4,871

 

2,583

 

7,454

 

Noncontrolling interests in equity of subsidiaries

 

 

115

 

(10)

 

105

 

Total liabilities and equity

 

$

13,980

 

7,467

 

21,447

 

 

5

 


 

STATEMENT OF OPERATIONS INFORMATION

Three months ended September 30, 2017 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

 

QVC

 

Ventures

 

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Total revenue, net

 

$

2,375

 

 6

 

2,381

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

1,554

 

 —

 

1,554

 

Operating

 

 

156

 

 4

 

160

 

Selling, general and administrative, including stock-based compensation (note 5)

 

 

267

 

12

 

279

 

Depreciation and amortization

 

 

180

 

 —

 

180

 

 

 

 

2,157

 

16

 

2,173

 

Operating income (loss)

 

 

218

 

(10)

 

208

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(73)

 

(15)

 

(88)

 

Share of earnings (losses) of affiliates, net (note 3)

 

 

11

 

(97)

 

(86)

 

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

 

 

 1

 

368

 

369

 

Other, net

 

 

 5

 

 2

 

 7

 

 

 

 

(56)

 

258

 

202

 

Earnings (loss) from continuing operations before income taxes

 

 

162

 

248

 

410

 

Income tax benefit (expense)

 

 

(31)

 

(71)

 

(102)

 

Net earnings (loss)

 

 

131

 

177

 

308

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

12

 

 —

 

12

 

Net earnings (loss) attributable to Liberty Interactive Corporation  shareholders

 

$

119

 

177

 

296

 

 

6

 


 

STATEMENT OF OPERATIONS INFORMATION

Three months ended September 30, 2016 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Total revenue, net

 

$

2,303

 

109

 

2,412

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

1,504

 

71

 

1,575

 

Operating

 

 

152

 

13

 

165

 

Selling, general and administrative, including stock-based compensation (note 5)

 

 

261

 

29

 

290

 

Depreciation and amortization

 

 

219

 

 6

 

225

 

 

 

 

2,136

 

119

 

2,255

 

Operating income (loss)

 

 

167

 

(10)

 

157

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(73)

 

(19)

 

(92)

 

Share of earnings (losses) of affiliates, net (note 3)

 

 

 8

 

(30)

 

(22)

 

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

 

 

(6)

 

612

 

606

 

Other, net

 

 

 6

 

(14)

 

(8)

 

 

 

 

(65)

 

549

 

484

 

Earnings (loss) from continuing operations before income taxes

 

 

102

 

539

 

641

 

Income tax benefit (expense)

 

 

(32)

 

(158)

 

(190)

 

Net earnings (loss) from continuing operations

 

 

70

 

381

 

451

 

Earnings (loss) from discontinued operations

 

 

 —

 

27

 

27

 

Net earnings (loss)

 

 

70

 

408

 

478

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

 9

 

 —

 

 9

 

Net earnings (loss) attributable to Liberty Interactive Corporation shareholders

 

$

61

 

408

 

469

 

 

7

 


 

STATEMENT OF OPERATIONS INFORMATION

Nine months ended September 30, 2017 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

 

QVC

 

Ventures

 

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Total revenue, net

 

$

7,044

 

16

 

7,060

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

4,553

 

 —

 

4,553

 

Operating, including stock-based compensation (note 5)

 

 

452

 

 9

 

461

 

Selling, general and administrative, including stock-based compensation (note 5)

 

 

738

 

39

 

777

 

Depreciation and amortization

 

 

592

 

 2

 

594

 

 

 

 

6,335

 

50

 

6,385

 

Operating income (loss)

 

 

709

 

(34)

 

675

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(222)

 

(45)

 

(267)

 

Share of earnings (losses) of affiliates, net (note 3)

 

 

31

 

(153)

 

(122)

 

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

 

 

 —

 

1,186

 

1,186

 

Other, net

 

 

(5)

 

 6

 

 1

 

 

 

 

(196)

 

994

 

798

 

Earnings (loss) from continuing operations before income taxes

 

 

513

 

960

 

1,473

 

Income tax benefit (expense)

 

 

(159)

 

(303)

 

(462)

 

Net earnings (loss)

 

 

354

 

657

 

1,011

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

33

 

 —

 

33

 

Net earnings (loss) attributable to Liberty stockholders

 

$

321

 

657

 

978

 

8

 


 

STATEMENT OF OPERATIONS INFORMATION

Nine months ended September 30, 2016 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Total revenue, net

 

$

7,094

 

391

 

7,485

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

4,577

 

245

 

4,822

 

Operating, including stock-based compensation

 

 

462

 

50

 

512

 

Selling, general and administrative, including stock-based compensation (note 5)

 

 

786

 

106

 

892

 

Depreciation and amortization

 

 

642

 

21

 

663

 

 

 

 

6,467

 

422

 

6,889

 

Operating income (loss)

 

 

627

 

(31)

 

596

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(220)

 

(57)

 

(277)

 

Share of earnings (losses) of affiliates, net (note 3)

 

 

38

 

(59)

 

(21)

 

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

 

 

(2)

 

944

 

942

 

Other, net

 

 

31

 

99

 

130

 

 

 

 

(153)

 

927

 

774

 

Earnings (loss) from continuing operations before income taxes

 

 

474

 

896

 

1,370

 

Income tax benefit (expense)

 

 

(161)

 

(279)

 

(440)

 

Net earnings (loss) from continuing operations

 

 

313

 

617

 

930

 

Net earnings (loss) from discontinued operations

 

 

 —

 

14

 

14

 

Net earnings (loss)

 

 

313

 

631

 

944

 

Less net earnings (loss) attributable to noncontrolling interests

 

 

28

 

 —

 

28

 

Net earnings (loss) attributable to Liberty stockholders

 

$

285

 

631

 

916

 

9

 


 

STATEMENT OF CASH FLOWS INFORMATION

Nine months ended September 30, 2017 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

354

 

657

 

1,011

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

592

 

 2

 

594

 

Stock-based compensation

 

 

48

 

11

 

59

 

Share of (earnings) losses of affiliates, net

 

 

(31)

 

153

 

122

 

Cash receipts from return on equity investments

 

 

21

 

 —

 

21

 

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

 

 

 —

 

(1,186)

 

(1,186)

 

Deferred income tax (benefit) expense

 

 

(115)

 

471

 

356

 

Other, net

 

 

 7

 

 1

 

 8

 

Intergroup tax allocation

 

 

167

 

(167)

 

 —

 

Intergroup tax (payments) receipts

 

 

(231)

 

231

 

 —

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Current and other assets

 

 

152

 

 9

 

161

 

Payables and other current liabilities

 

 

(63)

 

(4)

 

(67)

 

Net cash provided (used) by operating activities

 

 

901

 

178

 

1,079

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Investment in and loans to cost and equity investees

 

 

 —

 

(140)

 

(140)

 

Capital expended for property and equipment

 

 

(124)

 

(2)

 

(126)

 

Other investing activities, net

 

 

(35)

 

(1)

 

(36)

 

Net cash provided (used) by investing activities

 

 

(159)

 

(143)

 

(302)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Borrowings of debt

 

 

1,689

 

 —

 

1,689

 

Repayments of debt

 

 

(1,906)

 

(11)

 

(1,917)

 

Repurchases of QVC Group common stock

 

 

(452)

 

 —

 

(452)

 

Withholding taxes on net settlements of stock-based compensation

 

 

(13)

 

(1)

 

(14)

 

Other financing activities, net

 

 

(28)

 

 2

 

(26)

 

Net cash provided (used) by financing activities

 

 

(710)

 

(10)

 

(720)

 

Effect of foreign currency rates on cash

 

 

13

 

 —

 

13

 

Net increase (decrease) in cash and cash equivalents

 

 

45

 

25

 

70

 

Cash and cash equivalents at beginning of period

 

 

338

 

487

 

825

 

Cash and cash equivalents at end period

 

$

383

 

512

 

895

 

 

10

 


 

STATEMENT OF CASH FLOWS INFORMATION

Nine months ended September 30, 2016 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Attributed (note 1)

 

 

 

 

    

QVC

    

Ventures

    

Consolidated

 

 

 

Group

 

Group

 

Liberty

 

 

 

amounts in millions

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

313

 

631

 

944

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

(Earnings) loss from discontinued operations

 

 

 —

 

(14)

 

(14)

 

Depreciation and amortization

 

 

642

 

21

 

663

 

Stock-based compensation

 

 

57

 

18

 

75

 

Cash payments for stock based compensation

 

 

 —

 

(92)

 

(92)

 

Share of losses (earnings) of affiliates, net

 

 

(38)

 

59

 

21

 

Cash receipts from return on equity investments

 

 

21

 

 3

 

24

 

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

 

 

 2

 

(944)

 

(942)

 

Deferred income tax (benefit) expense

 

 

(167)

 

589

 

422

 

Other, net

 

 

31

 

(77)

 

(46)

 

Intergroup tax allocation

 

 

301

 

(301)

 

 —

 

Intergroup tax (payments) receipts

 

 

(224)

 

224

 

 —

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Current and other assets

 

 

312

 

37

 

349

 

Payables and other current liabilities

 

 

(357)

 

(27)

 

(384)

 

Net cash provided (used) by operating activities

 

 

893

 

127

 

1,020

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Cash proceeds from dispositions

 

 

 —

 

350

 

350

 

Investments in and loans to cost and equity investees

 

 

 —

 

(67)

 

(67)

 

Capital expended for property and equipment

 

 

(158)

 

(19)

 

(177)

 

Purchases of short term and other marketable securities

 

 

 —

 

(264)

 

(264)

 

Sales of short term and other marketable securities

 

 

12

 

1,162

 

1,174

 

Investment in Liberty Broadband

 

 

 —

 

(2,400)

 

(2,400)

 

Other investing activities, net

 

 

(11)

 

(3)

 

(14)

 

Net cash provided (used) by investing activities

 

 

(157)

 

(1,241)

 

(1,398)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Borrowings of debt

 

 

1,143

 

1,545

 

2,688

 

Repayments of debt

 

 

(1,340)

 

(2,289)

 

(3,629)

 

Repurchases of QVC Group common stock

 

 

(603)

 

 —

 

(603)

 

Withholding taxes on net settlements of stock-based compensation

 

 

(15)

 

(1)

 

(16)

 

Other financing activities, net

 

 

(6)

 

(22)

 

(28)

 

Net cash provided (used) by financing activities

 

 

(821)

 

(767)

 

(1,588)

 

Effect of foreign currency rates on cash

 

 

 7

 

 —

 

 7

 

Net cash provided (used) by discontinued operations:

 

 

 

 

 

 

 

 

Cash provided (used) by operating activities

 

 

 —

 

15

 

15

 

Cash provided (used) by investing activities

 

 

 —

 

 —

 

 —

 

Cash provided (used) by financing activities

 

 

 —

 

 —

 

 —

 

Change in available cash held by discontinued operations

 

 

 —

 

 —

 

 —

 

Net cash provided (used) by discontinued operations

 

 

 —

 

15

 

15

 

Net increase (decrease) in cash and cash equivalents

 

 

(78)

 

(1,866)

 

(1,944)

 

Cash and cash equivalents at beginning of period

 

 

426

 

2,023

 

2,449

 

Cash and cash equivalents at end period

 

$

348

 

157

 

505

 

 

 

 

11

 


 

Notes to Attributed Financial Information

(unaudited)

 

 

(1)

At September 30, 2017, the QVC Group is comprised of our consolidated subsidiaries, QVC and zulily, and our approximate 38% interest in HSN, accounted for under the equity method.  Accordingly, the accompanying attributed financial information for the QVC Group includes the foregoing investment, as well as the assets, liabilities, revenue, expenses and cash flows of QVC and zulily.  We have also attributed certain of our debt obligations (and related interest expense) to the QVC Group based upon a number of factors, including the cash flow available to the QVC Group and its ability to pay debt service and our assessment of the optimal capitalization for the QVC Group.  The specific debt obligations attributed to each of the QVC Group and the Ventures Group are described in note 4 below.  In addition, we have allocated certain corporate general and administrative expenses among the QVC Group and the Ventures Group as described in note 5 below.

 

At September 30, 2017, the QVC Group is primarily comprised of our merchandise-focused televised shopping programs, Internet and mobile application businesses.  Accordingly, we expect that businesses that we may acquire in the future that we believe are complementary to this strategy will also be attributed to the QVC Group.

 

At September 30, 2017, the Ventures Group consists of all of our businesses not included in the QVC Group, including Evite, FTD, LendingTree, and Liberty Broadband and available-for-sale securities Charter, ILG, and Time Warner. Accordingly, the accompanying attributed financial information for the Ventures Group includes these investments as well as the assets, liabilities, revenue, expenses and cash flows of Evite. In addition, we have attributed to the Ventures Group all of our senior exchangeable debentures (and related interest expense).  See note 4 below for the debt obligations attributed to the Ventures Group.

 

Any businesses that we may acquire in the future that we do not attribute to the QVC Group will be attributed to the Ventures Group.

 

As discussed in note 1 to the accompanying condensed consolidated financial statements, on May 18, 2016, Liberty completed a $2.4 billion investment in Liberty Broadband in connection with the merger of Charter and Time Warner Cable Inc. ("TWC"). The proceeds of this investment were used by Liberty Broadband to fund, in part, its acquisition of $5 billion of stock in the new public parent company of the combined enterprises. Liberty, along with third party investors, all of whom invested on the same terms as Liberty, purchased newly issued shares of Liberty Broadband Series C common stock at a per share price of $56.23, which was determined based upon the fair value of Liberty Broadband's net assets on a sum-of-the parts basis at the time the investment agreements were executed. Liberty's investment in Liberty Broadband was funded using cash on hand and is attributed to the Ventures Group.

 

As discussed in note 2 to the accompanying condensed consolidated financial statements, on April 4, 2017, Liberty entered into an Agreement and Plan of Reorganization (the “GCI Reorganization Agreement” and the transactions contemplated thereby, the “Transactions”) with General Communication, Inc. (“GCI”), an Alaska corporation, and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Liberty (“LI LLC”), whereby Liberty will acquire GCI through a reorganization in which certain Ventures Group assets and liabilities will be contributed to GCI in exchange for a controlling interest in GCI.  Liberty and LI LLC will contribute to GCI Liberty (as defined below) its entire equity interest in Liberty Broadband and Charter, along with, subject to certain exceptions Liberty’s entire equity interests in FTD and LendingTree, together with the Evite operating business and certain other assets and liabilities, in exchange for (a) the issuance to LI LLC of (i) a number of shares of reclassified GCI Class A Common Stock and a number of shares of reclassified GCI Class B Common Stock equal to the number of outstanding shares of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock outstanding on the closing date of the Contribution, respectively, and (ii) cash, and (b) the assumption of certain liabilities by GCI Liberty (the “Contribution”).

 

Liberty will then effect a tax-free separation of its controlling interest in the combined company (to be named GCI Liberty, Inc. (“GCI Liberty”)) to the holders of Liberty Ventures common stock in full redemption of all outstanding

12

 


 

Notes to Attributed Financial Information

(unaudited)

 

shares of such stock, leaving QVC Group common stock as the only outstanding common stock of Liberty.  Holders of GCI Class A Common Stock and GCI Class B Common Stock each will receive (i) 0.63 of a share of reclassified GCI Class A Common Stock and (ii) 0.20 of a share of new GCI Series A preferred stock in exchange for each share of their existing GCI stock.   The exchange ratios were determined based on total consideration of $32.50 per share for the existing GCI common stock, comprised of $27.50 per share in reclassified GCI Class A Common Stock and $5.00 per share in newly issued GCI Preferred Stock, and a Liberty Ventures reference price of $43.65 (with no additional premium paid for shares of GCI Class B Common Stock). The Series A preferred shares will accrue dividends at an initial rate of 5% per annum (which would increase to 7% in connection with a future reincorporation of GCI Liberty in Delaware) and will be redeemable upon the 21st anniversary of the closing.

 

At the closing of the Transactions, Liberty will reattribute certain assets and liabilities from the Ventures Group to the QVC Group (the “Reattribution”).  The reattributed assets and liabilities, if effected as of the date hereof, would include cash, Liberty’s interest in ILG, certain green energy investments, LI LLC’s exchangeable debentures, and certain tax benefits.  Pursuant to a recent amendment to the reorganization agreement, LI LLC’s 1.75% Exchangeable Debentures due 2046 (the “1.75% Exchangeable Debentures”) will not be subject to a pre-closing exchange offer and will instead be reattributed to the QVC Group, along with (i) an amount of cash equal to the net present value of the adjusted principal amount of such 1.75% Exchangeable Debentures (determined as if paid on October 5, 2023) and stated interest payments on the 1.75% Exchangeable Debentures to October 5, 2023 and (ii) an indemnity obligation from GCI Liberty with respect to any payments made by LI LLC in excess of stated principal and interest to any holder that exercises its exchange right under the terms of the debentures through October 5, 2023. The cash reattributed to the QVC Group will be funded by available cash attributable to Liberty’s Ventures Group and the proceeds of a margin loan facility in an initial principal amount of up to $1 billion.  Within six months of the closing, Liberty, LI LLC and GCI Liberty will cooperate with, and reasonably assist each other with respect to, the commencement and consummation of a purchase offer (the “Purchase Offer”) whereby LI LLC will offer to purchase, either pursuant to privately negotiated transactions or a tender offer, the 1.75% Exchangeable Debentures on terms and conditions (including maximum offer price) reasonably acceptable to GCI Liberty. GCI Liberty will indemnify LI LLC for each 1.75% Exchangeable Debenture repurchased by LI LLC in the Purchase Offer in an amount equal to the difference between (x) the purchase price paid by LI LLC to acquire such 1.75% Exchangeable Debenture in the Purchase Offer and (y) the sum of the amount of cash reattributed with respect to such purchased 1.75% Exchangeable Debenture in the reattribution plus the amount of certain tax benefits attributable to such 1.75% Exchangeable Debenture so purchased. GCI Liberty’s indemnity obligation with respect to payments made upon a holder’s exercise of its exchange right will be eliminated as to any 1.75% Exchangeable Debentures purchased in the Purchase Offer.

 

Liberty will complete the Reattribution using similar valuation methodologies to those used in connection with its previous reattributions, including taking into account the advice of its financial advisor. The Transactions are expected to be consummated during the first quarter of 2018, subject to the satisfaction of customary closing conditions and the requisite stockholder approvals.

 

As discussed in note 2 to the accompanying condensed consolidated financial statements, on July 6, 2017, Liberty announced that it had entered into an Agreement and Plan of Merger, dated as of July 5, 2017 (the “HSN Merger Agreement”), by and among Liberty, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Liberty (“Merger Sub”), and HSN. Pursuant to the terms of the HSN Merger Agreement, Merger Sub will merge with and into HSN, with HSN surviving as a wholly-owned subsidiary of Liberty (the “HSN Merger”). As a result of the HSN Merger, Liberty will acquire the approximately 62% of HSN it does not already own in an all-stock transaction, making HSN a wholly-owned subsidiary, attributed to the QVC Group tracking stock group.  Liberty currently owns approximately 38% of HSN. HSN shareholders (other than Liberty) will receive fixed consideration of 1.65 shares of Series A QVC Group common stock for each share of HSN common stock. Based on the Series A QVC Group common stock’s closing price as of July 5, 2017 and the number of HSN undiluted shares outstanding as of May 1, 2017, this equates to a total enterprise value for HSN of $2.6 billion, an equity value of $2.1 billion, and consideration of $40.36 per HSN share, representing a premium of approximately 29% to HSN shareholders, based

13

 


 

Notes to Attributed Financial Information

(unaudited)

 

on HSN’s closing price on July 5, 2017. Liberty intends to issue 53.4 million shares of Series A QVC Group common stock to HSN shareholders.

 

The HSN Merger is expected to be completed by the fourth quarter of 2017.  The completion of the acquisition is subject to certain customary conditions, including approval by a majority of the outstanding voting power of HSN shareholders. A voting agreement has been obtained from Liberty to vote its HSN shares in-favor of the transaction.  Approval of the Liberty stockholders is not required, and is not being sought, for the HSN Merger.  Upon closing, Liberty’s board of directors will be expanded by one to include a director from HSN’s board of directors; this director will be selected by Liberty.

 

As discussed above, the Transactions are expected to close in the first quarter of 2018.  Simultaneous with that closing, QVC Group, including wholly-owned subsidiaries QVC, Inc., zulily and HSN (or, if the HSN acquisition has not yet closed, following such closing), will become an asset-backed stock and Liberty will be renamed QVC Group, Inc.  Neither the Transactions nor the HSN Merger is conditioned on the completion of the other, and no assurance can be given as to which of these transactions will be completed first.

 

 

(2)

Investments in available-for-sale securities, including non-strategic securities, and other cost investments are summarized as follows:

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2017

 

2016

 

 

 

amounts in millions

 

QVC Group

 

 

 

 

 

 

Other

 

$

 4

 

 4

 

Total QVC Group

 

 

 4

 

 4

 

Ventures Group

 

 

 

 

 

 

Charter

 

 

1,947

 

1,543

 

ILG

 

 

445

 

302

 

Other

 

 

85

 

73

 

Total Ventures Group

 

 

2,477

 

1,918

 

Consolidated Liberty

 

$

2,481

 

1,922

 

 

14

 


 

Notes to Attributed Financial Information

(unaudited)

 

(3)

The following table presents information regarding certain equity method investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share of earnings (losses)

 

 

 

September 30, 2017

 

Three months ended

 

Nine Months Ended

 

 

 

Percentage

 

Carrying

 

Market

 

September 30,

 

September 30,

 

 

 

ownership

    

value

 

value

 

2017

 

2016

 

2017

 

2016

 

 

 

dollar amounts in millions

 

QVC Group

    

    

  

    

 

    

    

    

    

    

  

    

    

    

    

    

 

HSN

 

38

%  

 

$

198

 

782

 

12

 

 9

 

35

 

41

 

Other

 

various

 

 

 

38

 

NA

 

(1)

 

(1)

 

(4)

 

(3)

 

Total QVC Group

 

 

 

 

 

236

 

 

 

11

 

 8

 

31

 

38

 

Ventures Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FTD (1)

 

37

%  

 

 

133

 

133

 

(81)

 

(7)

 

(86)

 

(8)

 

LendingTree (2)

 

27

%  

 

 

113

 

788

 

 2

 

 2

 

 5

 

10

 

Other

 

various

 

 

 

91

 

NA

 

(18)

 

(25)

 

(72)

 

(61)

 

Total Ventures Group

 

 

 

 

 

337

 

 

 

(97)

 

(30)

 

(153)

 

(59)

 

Consolidated Liberty

 

 

 

 

$

573

 

 

 

(86)

 

(22)

 

(122)

 

(21)

 

 

(1)

The Ventures Group recorded an impairment of $50 million on its investment in FTD during the third quarter of 2017 which is reflected in the share of earnings (losses) of affiliates line item in the condensed consolidated statement of operations for the three and nine months ended September 30, 2017.

(2)

During the nine months ended September 30, 2017, the Ventures Group purchased an additional 450 thousand shares of LendingTree.

 

Investment in Liberty Broadband

 

As discussed in note 1 to the accompanying condensed consolidated financial statements, in connection with the merger of Charter and TWC, on May 18, 2016, Liberty invested $2.4 billion in Liberty Broadband Series C nonvoting shares. As of September 30, 2017, Liberty has a 23% economic ownership interest in Liberty Broadband. Due to overlapping boards of directors and management, Liberty has been deemed to have significant influence over Liberty Broadband even though Liberty does not have any voting rights. Liberty has elected to apply the fair value option for its investment in Liberty Broadband as it is believed that the Company’s investors value this investment based on the trading price of Liberty Broadband. Liberty recognizes changes in the fair value of its investment in Liberty Broadband in realized and unrealized gains (losses) on financial instruments, net in the accompanying condensed consolidated statements of operations.

15

 


 

Notes to Attributed Financial Information

(unaudited)

 

 

 

(4)

Debt attributed to the QVC Group and the Ventures Group is comprised of the following:

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

Outstanding

 

Carrying

 

 

 

principal

 

value

 

 

 

amounts in millions

 

QVC Group

    

 

    

    

 

    

 

8.5% Senior Debentures due 2029

 

$

287

 

 

285

 

8.25% Senior Debentures due 2030

 

 

504

 

 

502

 

QVC 3.125% Senior Secured Notes due 2019

 

 

400

 

 

399

 

QVC 5.125% Senior Secured Notes due 2022

 

 

500

 

 

500

 

QVC 4.375% Senior Secured Notes due 2023

 

 

750

 

 

750

 

QVC 4.85% Senior Secured Notes due 2024

 

 

600

 

 

600

 

QVC 4.45% Senior Secured Notes due 2025

 

 

600

 

 

599

 

QVC 5.45% Senior Secured Notes due 2034

 

 

400

 

 

399

 

QVC 5.95% Senior Secured Notes due 2043

 

 

300

 

 

300

 

QVC Bank Credit Facilities

 

 

1,690

 

 

1,690

 

Other subsidiary debt

 

 

177

 

 

177

 

Deferred loan costs

 

 

 

 

 

(26)

 

Total QVC Group debt

 

 

6,208

 

 

6,175

 

Ventures Group

 

 

 

 

 

 

 

4% Exchangeable Senior Debentures due 2029

 

 

435

 

 

334

 

3.75% Exchangeable Senior Debentures due 2030

 

 

435

 

 

326

 

3.5% Exchangeable Senior Debentures due 2031

 

 

328

 

 

331

 

0.75% Exchangeable Senior Debentures due 2043

 

 

 1

 

 

 3

 

1.75% Exchangeable Senior Debentures due 2046

 

 

750

 

 

892

 

Total Ventures Group debt

 

 

1,949

 

 

1,886

 

Total consolidated Liberty debt

 

$

8,157

 

 

8,061

 

Less current maturities

 

 

 

 

 

(1,011)

 

Total long-term debt

 

 

 

 

$

7,050

 

 

(5)

Cash compensation expense for our corporate employees is allocated between the QVC Group and the Ventures Group based on the estimated percentage of time spent providing services for each group.  On a semi-annual basis, estimated time spent will be determined through an interview process and a review of personnel duties unless transactions significantly change the composition of companies and investments in either respective group, which would require a more timely reevaluation of estimated time spent.  Other general and administrative expenses will be charged directly to the groups whenever possible and are otherwise allocated based on estimated usage or some other reasonably determined methodology.  Amounts allocated from the QVC Group to the Ventures Group were determined to be $15 million and $12 million for the three months ended September 30, 2017 and 2016, respectively, and $28 million and $29 million for the nine months ended September 30, 2017 and 2016, respectively.  We note that stock compensation related to each tracking stock group is determined based on actual options outstanding for each respective tracking stock group.

While we believe that this allocation method is reasonable and fair to each group, we may elect to change the allocation methodology or percentages used to allocate general and administrative expenses in the future.

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Notes to Attributed Financial Information

(unaudited)

 

 

(6)

The QVC Group common stock and the Liberty Ventures common stock have voting and conversion rights under our restated charter.  Following is a summary of those rights.  Holders of Series A common stock of each group are entitled to one vote per share, and holders of Series B common stock of each group are entitled to ten votes per share.  Holders of Series C common stock of each group, if issued, are entitled to 1/100th of a vote per share in certain limited cases and will otherwise not be entitled to vote.  In general, holders of Series A and Series B common stock will vote as a single class. In certain limited circumstances, the board may elect to seek the approval of the holders of only Series A and Series B QVC Group common stock or the approval of the holders of only Series A and Series B Liberty Ventures common stock.

At the option of the holder, each share of Series B common stock is convertible into one share of Series A common stock of the same group.  At the discretion of our board, the common stock related to one group may be converted into common stock of the same series that is related to the other group.

(7)The intergroup payable (receivable) is primarily attributable to intergroup income taxes payable from the QVC Group to the Ventures Group.

 

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