Basis Of Presentation |
12 Months Ended |
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Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements | 听 |
Basis of Presentation |
The accompanying consolidated financial statements include the accounts of jvid视频. (formerly named Liberty Interactive Corporation prior to the Transactions (defined and described below), or 鈥淟iberty鈥) and its controlled subsidiaries (collectively, "jvid视频," the "Company," 鈥渨e,鈥 鈥渦s,鈥 and 鈥渙ur鈥) unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. jvid视频, 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.听 On July 22, 2016, jvid视频 completed the spin-off (the 鈥淐ommerceHub Spin-Off鈥) of its former wholly-owned subsidiary CommerceHub, Inc. (鈥淐ommerceHub鈥) to holders of its Liberty Ventures common stock.听听The CommerceHub Spin-Off was accomplished by the distribution by jvid视频 of a dividend of (i) 0.1 of a share of CommerceHub鈥檚 Series A common stock for each outstanding share of jvid视频鈥檚 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 jvid视频鈥檚 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 jvid视频 that it agreed with the nontaxable characterization of the transaction. jvid视频 received an Issue Resolution Agreement from the Internal Revenue Service (鈥淚RS鈥) documenting this conclusion. CommerceHub is included in jvid视频鈥檚 Corporate and other segment through July 22, 2016 and is not presented as a discontinued operation as the CommerceHub Spin-Off did not have a major effect on jvid视频鈥檚 operations and financial results. On November 4, 2016, jvid视频 completed the 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) to holders of its Liberty Ventures common stock. At the time of the Expedia Holdings Split-Off, Expedia Holdings was comprised of, among other things, jvid视频鈥檚 former interest in Expedia Group, Inc., formerly known as Expedia, Inc. (鈥淓xpedia鈥) and jvid视频鈥檚 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 jvid视频 on November 4, 2016. The Expedia Holdings Split-Off was accomplished by the redemption of (i) 0.4 of each outstanding share of jvid视频鈥檚 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 jvid视频鈥檚 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 jvid视频 that it agreed with the nontaxable characterization of the transaction. jvid视频 received an Issue Resolution Agreement from the IRS documenting this conclusion. jvid视频 viewed Expedia and Bodybuilding as separate components and evaluated them separately for discontinued operations presentation. Based on a quantitative analysis, the split-off of jvid视频鈥檚 interest in Expedia had a major effect on jvid视频鈥檚 operations, primarily due to one-time gains on transactions recognized by Expedia in 2015.听听Accordingly, the consolidated financial statements of jvid视频 have been prepared to reflect jvid视频鈥檚 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 jvid视频鈥檚 historical results nor is it expected to have a major effect on jvid视频鈥檚 future operations. Accordingly, Bodybuilding is not presented as a discontinued operation in the consolidated financial statements of jvid视频. 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, jvid视频 reimbursed Expedia, a related party prior to the Expedia Holdings Split-Off, $4 million during October 2016, thereby settling the reimbursement agreement. Prior to the Transactions (described and defined below), the Company utilized tracking stocks in its capital structure. 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. jvid视频 had two tracking stocks鈥擰VC Group common stock and Liberty Ventures common stock, which were intended to track and reflect the economic performance of the businesses, assets and liabilities attributed to the QVC Group and the Ventures Group, respectively.听听The QVC Group was comprised of the Company鈥檚 wholly-owned subsidiaries QVC, zulily, HSN and Cornerstone, among other assets and liabilities.听听The Ventures Group was comprised of businesses not included in the QVC Group including Evite, Inc. (鈥淓vite鈥) and our interests in Liberty Broadband Corporation (鈥淟iberty Broadband鈥), LendingTree, Inc. (鈥淟endingTree鈥),听investments in Charter Communications, Inc. (鈥淐harter鈥) and ILG, Inc. (鈥淚LG鈥), among other assets and liabilities. The Company鈥檚 results are attributed to the QVC Group and the Ventures Group through March 9, 2018. On December 29, 2017, jvid视频 acquired the approximately 62% of HSN, Inc. it did not already own in an all-stock transaction making HSN, Inc. a wholly-owned subsidiary. HSN, Inc. stockholders (other than jvid视频) received fixed consideration of 1.65 shares of Series A QVC Group common stock (鈥淨VCA鈥) for each share of HSN, Inc. common stock. jvid视频 issued 53.6 million shares QVCA common stock to HSN, Inc. stockholders. 听On December 31, 2018, jvid视频 transferred our听100% ownership interest in HSN to QVC, Inc. through a transaction among entities under common control. References throughout this annual report to 鈥淨VC鈥 refer to QVC, Inc., which includes HSN, QVC U.S. and QVC International. 听Cornerstone remains a subsidiary of jvid视频. On March听9, 2018, jvid视频 completed the transactions contemplated by the Agreement and Plan of Reorganization (as amended, the 鈥淩eorganization Agreement,鈥 and the transactions contemplated thereby, the 鈥淭ransactions鈥) among General Communication,听Inc. (鈥淕CI鈥), an Alaska corporation, and Liberty Interactive听LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of jvid视频 (鈥淟I听LLC鈥). Pursuant to the Reorganization Agreement, GCI amended and restated its articles of incorporation (which resulted in GCI being renamed GCI Liberty,听Inc. (鈥淕CI Liberty鈥)) and effected a reclassification and auto conversion of its common stock. After market close on March 8, 2018, jvid视频鈥檚 board of directors approved the reattribution of certain assets and liabilities from jvid视频鈥檚 Ventures Group to its QVC Group, which was effective immediately. The reattributed assets and liabilities included cash, jvid视频鈥檚 interest in ILG, certain green energy investments, LI LLC鈥檚 exchangeable debentures, and certain tax benefits. Following these events, jvid视频 acquired GCI Liberty through a reorganization in which certain jvid视频 interests, assets and liabilities attributed to the Ventures Group were contributed (the 鈥渃ontribution鈥) to GCI Liberty in exchange for a controlling interest in GCI Liberty. jvid视频 and LI听LLC contributed to GCI Liberty their entire equity interest in Liberty Broadband, Charter, and LendingTree, the Evite operating business and other assets and liabilities attributed to jvid视频鈥檚 Venture Group (following the reattribution), in exchange for (a)听the issuance to LI听LLC of听a number of shares of GCI Liberty Class听A Common Stock and a number of shares of GCI Liberty Class听B Common Stock equal to the number of outstanding shares of Series听A Liberty Ventures common stock and Series听B Liberty Ventures common stock on March听9, 2018, respectively, (b)听cash and (c)听the assumption of certain liabilities by GCI Liberty. Following the contribution, jvid视频 effected a tax-free separation of its controlling interest in the combined company (the 鈥淕CI Liberty Split-Off鈥), GCI Liberty, to the holders of Liberty Ventures common stock in full redemption of all outstanding shares of such stock, in which each outstanding share of Series听A Liberty Ventures common stock was redeemed for one share of GCI Liberty Class听A common stock and each outstanding share of Series听B Liberty Ventures common stock was redeemed for one share of GCI Liberty Class听B common stock.听听Simultaneous with the closing of the Transactions, QVC Group common stock became the only outstanding common stock of jvid视频, and thus QVC Group common stock ceased to function as a tracking stock. On April 9, 2018, Liberty Interactive Corporation was renamed jvid视频. On May 23, 2018, jvid视频 amended its charter to eliminate the tracking stock capitalization structure and reclassify each share of QVC Group common stock into one share of the corresponding series of new common stock of jvid视频. Throughout this annual report, we refer to our Series A and Series B common stock as 鈥渏vid视频 common stock鈥 and 鈥淨VC Group common stock.鈥 In July 2018, the Internal Revenue Service (鈥淚RS鈥) completed its review of the GCI Liberty Split-Off and informed jvid视频 that it agreed with the nontaxable characterization of the transactions. jvid视频 received an Issue Resolution Agreement from the IRS documenting this conclusion. On October 17, 2018, jvid视频 announced a series of initiatives designed to better position its HSN and QVC U.S. businesses (鈥淨RG Initiatives鈥). As part of the QRG Initiatives, QVC will close its fulfillment center in Lancaster, Pennsylvania and has entered into an agreement to lease a new fulfillment center in Bethlehem, Pennsylvania, commencing in 2019 (see note 15). jvid视频 recorded transaction related costs of $41 million during the year ended December 31, 2018听related to the QRG Initiatives, which primarily related to severance costs. jvid视频 and Liberty Media Corporation (鈥淟MC鈥) (for accounting purposes a related party of jvid视频) 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 (the 鈥淪ervices Agreement鈥), a facilities sharing agreement (the 鈥淔acilities Sharing Agreement鈥) and a tax sharing agreement (the 鈥淭ax Sharing Agreement鈥). jvid视频 and GCI Liberty (for accounting purposes a related party of jvid视频) entered into a tax sharing agreement. The Tax Sharing Agreement provides for the allocation and indemnification of tax liabilities and benefits between jvid视频 and LMC and other agreements related to tax matters.听听jvid视频 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 jvid视频's financial position.听听Pursuant to the Services Agreement, LMC will provide jvid视频 with general and administrative services including legal, tax, accounting, treasury and investor relations support. jvid视频 will reimburse LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for jvid视频's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to jvid视频. Under the Facilities Sharing Agreement, jvid视频 will share office space with LMC and related amenities at LMC's corporate headquarters.听听Under these various agreements approximately $8 million, $11 million and $10 million of these allocated expenses were reimbursed from jvid视频 to LMC for the years ended December 31, 2018, 听2017 and 2016, respectively. jvid视频 has a tax sharing payable to GCI Liberty in the amount of approximately $103 million as of December 31, 2018, the majority of which is included in Other liabilities in the consolidated balances sheets, with the exception of $37 million, which is included in Other current liabilities on the consolidated balance sheets.听 |