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Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v2.4.1.9
Discontinued Operations
3 Months Ended
Mar. 31, 2015
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations

(3) Discontinued Operations

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). TripAdvisor Holdings is comprised of 尝颈产别谤迟测鈥檚 former22% economic and 57% voting interest in TripAdvisor, Inc. as well as BuySeasons, Inc., 听尝颈产别谤迟测鈥檚 former wholly-owned subsidiary, and a corporate level net debt balance of $350 million. In connection with the TripAdvisor Holdings Spin-Off during August 2014, TripAdvisor Holdings drew down $400听million in margin loans and distributed approximately $350听million to Liberty. This transaction has been recorded at historical cost due to the pro rata nature of the distribution. Following the completion of the TripAdvisor Holdings Spin-Off, Liberty and TripAdvisor Holdings operate as separate, publicly traded companies, and neither has any stock ownership, beneficial or otherwise, in the other. The condensed 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 the businesses, assets and liabilities owned by TripAdvisor Holdings at the time of the TripAdvisor Holdings Spin-Off have been excluded from the respective captions in the accompanying condensed consolidated statements of operations, comprehensive earnings and cash flows in such condensed consolidated financial statements. Additionally, TripAdvisor, Inc. and BuySeasons, Inc. are no longer reflected in the segment financial information for all periods presented.

In connection with the TripAdvisor Holdings Spin-off, Liberty and TripAdvisor Holdings entered into a tax sharing agreement (the 鈥淭ax Sharing Agreement鈥).听听The Tax Sharing Agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and TripAdvisor Holdings and other agreements related to tax matters.听听Among other things, pursuant to the Tax Sharing Agreement, TripAdvisor Holdings has agreed to indemnify Liberty, subject to certain limited exceptions, for losses and taxes resulting from the TripAdvisor Holdings Spin-Off to the extent such losses or taxes result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by TripAdvisor Holdings (applicable to actions or failures to act by TripAdvisor Holdings and its subsidiaries following the completion of the TripAdvisor Holdings Spin-Off).

In October 2014, the IRS completed its examination of the TripAdvisor Holdings Spin-Off and notified Liberty that it agreed with the nontaxable characterization of the transaction.听听Liberty expects to execute a closing agreement with the IRS documenting this conclusion during 2015.

Certain combined financial information for TripAdvisor Holdings, which is included in earnings (loss) from discontinued operations, is as follows (amounts in millions, except per share amounts):

Three months ended听

March听31, 2014

Revenue

$

294听

Earnings (loss) before income taxes

$

27听

Earnings (loss) attributable to Liberty Interactive Corporation shareholders

$

1听

Earnings per share of discontinued operations

The combined impact from discontinued operations, discussed above, is as follows:

Three months ended听

March听31, 2014

Basic earnings (loss) from discontinued operations attributable to Liberty shareholders per common share (note 5):

Series听A and Series听B Liberty Interactive common stock

$

(0.01)

Series听A and Series听B Liberty Ventures common stock

$

0.07听

Diluted earnings (loss) from discontinued operations attributable to Liberty shareholders per common share (note 5):

Series听A and Series听B Liberty Interactive common stock

$

(0.01)

Series听A and Series听B Liberty Ventures common stock

$

0.07听

The assets and liabilities included in the TripAdvisor Holdings Spin-Off, and their resulting impacts on the attributed statements of operations, were included in discontinued operations based on which group owned the assets at the time of the TripAdvisor Holdings Spin-Off.