Basis Of Presentation |
12 Months Ended |
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Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements | 听 |
Basis of Presentation |
The accompanying consolidated financial statements include the accounts of Liberty Interactive Corporation (formerly known as Liberty Media 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 online commerce industries in North America, Europe and Asia. As further discussed in note 6, on August 27, 2014, Liberty completed the spin-off to holders of its Liberty Ventures common stock shares of its former wholly-owned subsidiary, Liberty TripAdvisor Holdings, Inc. (鈥淭ripAdvisor Holdings鈥) (the 鈥淭ripAdvisor Holdings Spin-Off鈥). The consolidated financial statements of Liberty have been prepared to reflect TripAdvisor Holdings as discontinued operations. Accordingly, the revenue, costs and expenses, and cash flows of TripAdvisor Holdings at the time of the TripAdvisor Holdings Spin-Off have been excluded from the respective captions in the accompanying consolidated statements of operations, comprehensive earnings (loss) and cash flows in such consolidated financial statements. Additionally, on October 3, 2014, Liberty announced that its board of directors approved the change in attribution from the Interactive Group (which we refer to as the QVC Group) to the Ventures Group of its Digital Commerce businesses (defined below) and cash. The reattributed Digital Commerce businesses are comprised of Liberty鈥檚 subsidiaries Backcountry.com, Inc. (鈥淏ackcountry鈥), Bodybuilding.com, LLC (鈥淏odybuilding鈥), CommerceHub (as defined below), Evite, Inc. (鈥淓vite鈥), and Provide Commerce, Inc. (鈥淧rovide鈥) (collectively, the 鈥淒igital Commerce鈥 businesses). See note 2 for additional information on the reattribution. On December 31, 2014, Liberty announced the closing of the acquisition by FTD Companies, Inc. ("FTD") of Provide (the 鈥淔TD Transaction鈥). Under the terms of the transaction, Liberty received approximately 10.2 million shares of FTD common stock representing approximately 35% of the combined company and approximately $145 million in cash. We recognized a gain of $75 million as a result of this transaction, which is included in the Gains (losses) on transactions, net line item in the consolidated statements of operations. Subsequent to completion of the transaction, Liberty accounts for FTD as an equity-method affiliate based on the ownership level and board representation. The FTD Transaction resulted in a non-cash investing addition of $355 million to the investments in affiliates, accounted for using the equity method line item within the consolidated balance sheets. Given our significant continuing involvement with FTD, Provide is not presented as a discontinued operation in the consolidated financial statements of Liberty. 听 听 On October 1, 2015, Liberty acquired all the outstanding shares of zulily, inc. (鈥渮ulily鈥) (now known as zulily, llc). zulily is an online retailer offering customers a fun and entertaining shopping experience with a fresh selection of new product styles launched every day.听听zulily is attributed to the QVC Group. See note 5 for additional information related to the acquisition. On July 22, 2016, Liberty completed its previously announced spin-off (the 鈥淐ommerceHub Spin-Off鈥) of its former wholly-owned subsidiary CommerceHub, Inc. (鈥淐ommerceHub鈥).听听The CommerceHub Spin-Off was accomplished by the distribution by Liberty of a dividend of (i) 0.1 of a share of CommerceHub鈥檚 Series A common stock for each outstanding share of Liberty鈥檚 Series A Liberty Ventures common stock as of 5:00 p.m., New York City time, on July 8, 2016 (such date and time, the 鈥淩ecord Date鈥), (ii) 0.1 of a share of CommerceHub鈥檚 Series B common stock for each outstanding share of Liberty鈥檚 Series B Liberty Ventures common stock as of the Record Date and (iii) 0.2 of a share of CommerceHub鈥檚 Series C common stock for each outstanding share of Series A and Series B Liberty Ventures common stock as of the Record Date, in each case, with cash paid in lieu of fractional shares. In September 2016, the IRS completed its review of the CommerceHub Spin-Off and informed Liberty that it agreed with the nontaxable characterization of the transaction. Liberty received an Issue Resolution Agreement from the IRS documenting this conclusion. CommerceHub is included in the Corporate and other segment through July 22, 2016 and is not presented as a discontinued operation as the CommerceHub Spin-Off did not represent a strategic shift that had a major effect on Liberty鈥檚 operations and financial results. On November 4, 2016, Liberty completed its previously announced split-off (the 鈥淓xpedia Holdings Split-Off鈥) of its former wholly-owned subsidiary Liberty Expedia Holdings, Inc. (鈥淓xpedia Holdings鈥). Expedia Holdings is comprised of, among other things, Liberty鈥檚 former interest in Expedia, Inc. (鈥淓xpedia鈥) and Liberty鈥檚 former wholly-owned subsidiary Bodybuilding. On November 2, 2016, Expedia Holdings borrowed $350 million under a new margin loan and distributed $299 million, net of certain debt related costs, to Liberty on November 4, 2016. The Expedia Holdings Split-Off was accomplished by the redemption of (i) 0.4 of each outstanding share of Liberty鈥檚 Series A Liberty Ventures common stock for 0.4 of a share of Expedia Holdings Series A common stock at 5:00 p.m., New York City time, on November 4, 2016 (such date and time, the 鈥淩edemption Date鈥) and (ii) 0.4 of each outstanding share of Liberty鈥檚 Series B Liberty Ventures common stock for 0.4 of a share of Expedia Holdings Series B common stock on the Redemption Date, in each case, with cash paid in lieu of any fractional shares of Liberty Ventures common stock or Expedia Holdings common stock (after taking into account all of the shares owned of record by each holder thereof, as applicable). In February 2017, the IRS completed its review of the Expedia Holdings Split-Off and informed Liberty that it agreed with the nontaxable characterization of the transaction. Liberty received an Issue Resolution Agreement from the IRS documenting this conclusion. Liberty views Expedia and Bodybuilding as separate components and evaluated them separately for discontinued operations presentation. Based on a quantitative analysis, the split-off of Liberty鈥檚 interest in Expedia represents a strategic shift that has a major effect on Liberty鈥檚 operations, primarily due to prior year one-time gains on transactions recognized by Expedia.听听Accordingly, the consolidated financial statements of Liberty have been prepared to reflect Liberty鈥檚 interest in Expedia as a discontinued operation. The disposition of Bodybuilding as part of the Expedia Holdings Split-Off does not have a major effect on Liberty鈥檚 historical results nor is it expected to have a major effect on Liberty鈥檚 future operations. The disposition of Bodybuilding does not represent a strategic shift in Liberty鈥檚 operations. Accordingly, Bodybuilding is not presented as a discontinued operation in the consolidated financial statements of Liberty. Bodybuilding is included in the Corporate and other segment through November 4, 2016. Pursuant to a reimbursement agreement entered into in connection with the Expedia Holdings Split-Off, Liberty reimbursed Expedia, a related party prior to the Expedia Holdings Split-Off, $3.7 million during October 2016, thereby settling the reimbursement agreement. Liberty and Liberty Media Corporation (鈥淟MC鈥) (for accounting purposes a related party of Liberty) entered into certain agreements in order to govern certain of the ongoing relationships between the two companies. These agreements include a reorganization agreement, a services agreement, a facilities sharing agreement and a tax sharing agreement. The Tax Sharing Agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and LMC and other agreements related to tax matters.听听Liberty is party to on-going discussions with the IRS under the Compliance Assurance Process audit program.听听The IRS may propose adjustments that relate to tax attributes allocated to and income allocable to LMC.听听Any potential outcome associated with any proposed adjustments would be covered by the Tax Sharing Agreement and are not expected to have any impact on Liberty's financial position.听听Pursuant to the Services Agreement, LMC will provide Liberty with general and administrative services including legal, tax, accounting, treasury and investor relations support. Liberty will reimburse 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, Liberty will share office space with LMC and related amenities at LMC's corporate headquarters.听听Under these various agreements approximately $10 million, $13 million and $11 million of these allocated expenses were reimbursed from Liberty to LMC for the years ended December 31, 2016, 2015 and 2014, respectively. |