TEXT - Fitch affirms Liberty Interactive LLC

Wed Feb 20, 2013 2:53pm EST

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Feb 20 - Fitch Ratings has affirmed all the ratings of Liberty Interactive
LLC (Liberty) and QVC Inc. (QVC), including the companies' 'BB' Issuer Default
Ratings (IDRs). A full rating list is shown below.

Fitch's IDRs for Liberty and QVC reflect the consolidated legal entity/obligor 
credit profile, rather than the Liberty Interactive/Venture tracking stock 
structure. Based on Fitch's interpretation of the Liberty bond indentures, the 
company could not spin out QVC without consent of the bondholders, based on the 
current asset mix at Liberty. QVC generates 85% and 96% of Liberty's revenues 
and EBITDA, respectively. In addition, Fitch believes QVC makes up a meaningful 
portion of Liberty's equity value. Any spin off of QVC would likely trigger the 
'substantially all' asset disposition restriction within the Liberty indentures.


The consolidated legal/obligor credit view may change over time if the Liberty 
Ventures assets become a more meaningful portion of the consolidated Liberty 
asset mix/equity value. At that point, Fitch may adopt a more hybrid rating 
analysis, taking into consideration the attribution of assets and liabilities 
within each tracking stock. Fitch does not expect this to occur in the near or 
intermediate term. 

The ratings reflect Fitch's expectation that the company will continue to manage
leverage on a Liberty consolidated basis. Fitch expects Liberty's gross 
unadjusted leverage to be managed at 4 times (x) and QVC unadjusted gross 
leverage to be managed at 2.5x. 

As of Sept. 30, 2012, Fitch calculates QVC's unadjusted gross leverage at 1.9x 
and Liberty's unadjusted gross leverage at 3.9x. Pro forma for the redemption 
(scheduled for March 8, 2013) of the $414 million in 3.25% exchangeable 
debentures due in 2031 (exchangeable for Viacom and CBS shares), Liberty's 
unadjusted gross leverage is 3.7x. While Fitch expects EBITDA growth would lead 
to reduced leverage, Fitch expects Liberty to manage leverage closer to its 
target levels over the long term. Currently, there is financial flexibility for 
debt funded acquisition and/or share repurchases.

Fitch rates both QVC's senior secured bank credit facility and the senior 
secured notes 'BBB-' (two notches higher than QVC's IDR). The secured issue 
ratings reflects what Fitch believes would be QVC's standalone ratings. Fitch 
expects that the ratings would remain unchanged in the event that the remaining 
security is released.

The ratings incorporate the risk of continued acquisitions at Liberty 
Interactive. Fitch recognizes that there is a risk of an acquisition of HSN Inc.
However, depending on how the transaction is structured, and the company's 
commitment to returning QVC's or Liberty's leverage to 2.5x and 4x, 
respectively, ratings may remain unchanged. 

Operating Performance

The ratings reflect the solid operating performance at QVC with total September 
2012 year to date revenues and EBITDA up 3.6% and 6.2% respectively. As of this 
time frame, QVC Germany was the only region to endure revenue declines, down 
11.8% (down 3.6% on a local currency basis). The geographic diversification of 
QVC provides the credit cushion to endure cyclical declines in the German 
region. The ratings incorporate the cyclicality inherent in QVC's business / 
retail industry.

Fitch recognizes QVC's ability to manage product mix and adapt to its customers 
shopping preferences. QVC has managed to grow revenues over the last three years
and manage Fitch calculated EBITDA margins in the 20% to 22% range over that 
same time frame. Fitch believes that QVC will be able to continue to grow 
revenues at least at GDP levels going forward. Fitch models low to mid-single 
digit revenue growth at both QVC and at Liberty consolidated.

QVC EBITDA margin fluctuation is driven in part by the product mix and will 
likely fluctuate over time as the product mixes changes. However, Fitch 
believes, over the next few years, QVC's EBITDA margins will remain in this 
historical 20% to 22% range. 

Liberty's e-commerce companies continue to have healthy revenue growth with 
14.5% growth in the YTD period. However, EBITDA has been significantly 
pressured, down 17.6% due to increased promotional activity to move seasonal 
inventory and increased spending on advertising and marketing. While margins and
EBITDA levels have been negatively affected, they remain positive and contribute
positive cash flows to the consolidated credit. These businesses are relatively 
small in size, accounting for 6% of consolidated Liberty EBITDA. Fitch does not 
ascribe a material weight to the e-commerce businesses when assessing the 
consolidated credit profile. 

Liquidity and Maturities

Fitch believes liquidity at Liberty Interactive will be sufficient to support 
operations and QVC's expansion into other markets. Acquisitions and share 
buybacks are expected to be a primary use of free cash flow (FCF).

Fitch believes that there is sufficient liquidity and cash generation (from 
investment dividends and tax sharing between Liberty Interactive and Liberty 
Ventures) to support debt service and disciplined investment at Liberty Venture.
Fitch recognizes that in the event of a liquidity strain at Liberty Ventures, 
Liberty Interactive could provide funding to support debt service to Liberty 
Ventures (via intercompany loans), or the tracking stock structure could be 
collapsed.

Fitch notes that cash can travel throughout all entities relatively easily 
(although the tracking stock structure adds a layer of complexity, Liberty LLC 
has in the past reattributed assets and liabilities). Fitch believes that 
resources at QVC would be used to support Liberty LLC, and vice versa, if ever 
needed.

As of Sept. 30, 2012, liquidity for Liberty included $1.8 billion in cash and 
$1.1 billion available under the QVC credit facility, which expires in September
2015. Fitch calculates FCF of $979 million for the last 12 months ended Sept. 
30, 2012. Based on Fitch's conservative projections, Fitch expects Liberty's FCF
to be in the range of $750 million to $900 million.

In addition, Fitch calculates $5.5 billion in public holdings. Fitch believes 
these assets could be liquidated in the event that Liberty needed additional 
liquidity. 

Liberty's near-term maturities include $1.1 billion of exchangeable debentures 
that may be put to the company in 2013 and approximately $279 million in senior 
notes maturing in 2013. As noted above, the company intends to redeem its 3.25% 
exchangeable debentures in March 2013. Fitch believes Liberty has sufficient 
liquidity (including the Time Warner basket of stocks) to handle these 
maturities and redemption.

QVC Security

The QVC facility and notes benefit from a security interest in the capital stock
of QVC and are guaranteed by QVC's material and domestic subsidiaries. The 
secured collateral may be removed as QVC's leverage has been below 2x for two 
consecutive fiscal quarters, as permitted under the company's credit agreement. 
The collateral package would be reinstated for both the banks and the senior 
notes in the event that last 12 months leverage exceeded 3x for two consecutive 
quarters.

Rating Sensitivities

Positive Rating Actions: Fitch believes that the current financial policy is 
consistent with the current ratings. If the company were to manage to more 
conservative leverage targets, ratings may be upgraded. 

Negative Rating Actions: Conversely, changes to financial policy (including more
aggressive leverage targets) and asset mix changes that weakened bondholder 
protection, could pressure the ratings. While unexpected, revenue declines in 
excess of 10% that materially drove declines in EBITDA and FCF and resulted in 
QVC leverage exceeding 2.5x would likely pressure ratings. 

Fitch has affirmed the following ratings:

Liberty
--IDR at 'BB';
--Senior unsecured debt at 'BB'. 

QVC
--IDR at 'BB';
--Senior secured debt at 'BBB-'. 
The Rating Outlook is Stable.
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