Good day everyone, and welcome to the Liberty Interactive Corporation quarterly conference call. At this time for opening remarks and introductions, I would like to turn the call over to the Vice President of Investor Relations, Courtney Ulrich. Please go ahead.

Good morning. Before we begin, we’d like to remind everyone that this call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about financial guidance, business strategies, market potential, future financial performance, new service and produce launches and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products and services, competitive issues, regulatory issues and continued access to capital in terms acceptable to Liberty Interactive. These forward-looking statements speak only as of the date of this call, and Liberty Interactive expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in Liberty Interactive’s expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement is based. On today’s call, we will discuss certain non-GAAP financial measures, including adjusted OIBDA. The required definitions and reconciliations, preliminary notes, and schedules one through three can be found at the end of this presentation. And with that, I’ll turn it over to Greg Maffei, Liberty Interactive’s President and CEO.

Thank you, Courtney, and good morning to all of you. Today, besides myself speaking on the call we will have Liberty’s CFO Chris Shean, QVC’s CEO Mike George and QVC U.S.’s CEO, Claire Watts. So, on to the highlights. QVC had solid results for the quarter, particularly in the U.S. and Japan. Our e-commerce companies, we were pleased with their performance as their growth continued to outpace comp score estimates for similar companies. Notably, we also completed the initial S-4 filing with the SEC to create our new Liberty Ventures tracking stock. We’re looking to close that in early July. We made significant purchases of our shares, more significant than we’ve done in any recent quarters, $325 million of LINTA stock, and we took advantage of strong results in the rise of stocks of Expedia and TripAdvisor to monetize a portion of our high basis shares. With that, let me turn it over to our CFO, Chris Shean.

Thanks, Greg. Liberty Interactive’s revenue increased 7% for the first quarter, while adjusted OIBDA increased 11%. Within that, QVC increased total revenue 5% for the quarter, while its adjusted OIBDA increased 7%. Liberty Interactive’s other e-commerce businesses grew 18%, and their adjusted OIBDA increased 17% in the first quarter. Now let’s take a quick look at LINTA’s liquidity picture. At the end of the quarter, we had $800 million in cash and 6.5 million principal amount in debt. QVC’s total debt-to-adjusted-OIBDA ratio, as defined in its credit agreement, was approximately 1.4 times, as compared to maximum allowable leverage covenant of 3.5 times. After that, we’ll hand it over to Mike with some additional insights on QVC.

Thank you, Chris. We were very pleased with our results in Q1, with most of our markets contributing to our 5% net revenue growth, and adjusted OIBDA was up 7% on the strength of the Japan rebound growth in the U.S. and narrow end losses in Italy. We’ve sustained our track record of strong e-commerce growth, up 14% in the quarter, to represent 33% of worldwide net revenue, the three-point increase over the prior year. Our mobile business also continues to be a highlight. It represented 6% of total revenue worldwide in Q1, that’s double last year’s mix, and if we look at mobile penetration as a percentage of our e-commerce revenue, that number jumps up to over 18%. Our sales growth from existing customers was especially strong, up 6% per customer. Our revenue growth from new customers was down 1%; that’s our first decline in new customer growth in a few years. This was largely due to a changing product mix, with higher growth in our fashion businesses and lower growth in consumer electronics globally, and that’s a mix that tends to draw more from existing than new customers. This decline in new customer growth was more than offset by a 7% increase in the sales from inactive customers who begin purchasing again. The U.S. had a strong quarter, with revenue and adjusted OIBDA both up 4%. We saw especially strong growth in apparel, accessories, cooking and dining and home improvement. We saw a decline in consumer electronics, which had been a strength over the last few years. Our e-commerce revenue grew 13%, with penetration increasing three points to represent 39% of total revenue. We did experience an increase in return rates, up 130 basis points in the quarter to 19.5%, which impacted our top-line growth. This increase was…

Thank you, Mike. QVC U.S. continues to be a leader in the multichannel shopping community, and we saw strong financial results in Q1. We continue to elevate our content by taking our customers to interesting places through our live broadcasts from New York Fashion Week, and Buzz on Red Carpet in Los Angeles during Oscar week. In February, we launched “The Lisa Robertson Show,” a new program that provides an integrated, live, digital and social shopping experience, that is driving extraordinary levels of audience engagement through multiple platforms. QVC U.S. is driving growth through an assortment of highly differentiated product offerings. We’re constantly adding brands to our portfolio. Some of the notable newcomers for this quarter include Ole Henriksen skin care, Blendtec Kitchen Electrics, and the designers Jared Lockhart, Cynthia Vincent, Karen Zambos, Fern Mallis, Rachel Pally and Camilla Alves. We saw strong results from our established brands such as Keurig, Kate Somerville, Perricone MD, Liz Claiborne New York, Vera Bradley, Spanx and Dooney & Bourke. And we saw great momentum from a number of innovative emerging brands such as Orthaheel Footwear from Dr. Andrew Weil, Mally, Josie Maran, Tarte and It Cosmetics. Our customers are increasingly engaging with QVC on multiple platforms. Mobile is a particular stand-out; in its first three years, the adoption rate of mobile is surpassing that of the first three years of QVC.com by a large margin. Mobile penetration has increased by 410 basis points over last year in Q1, and tablet web sales are the fastest-growing segment of our mobile portfolio. Customer satisfaction continues to be a key focus for QVC. We ranked fifth in the National Retail Federations’s 2011 Customer Choice Awards, and for the fourth straight year, we were in the top ten of all U.S. retailers, reflecting our growing reputation as…

Thank you, and thanks Mike, Claire and Chris. So to sum the quarter, QVC and our e-commerce companies had good results and continue to excel in operating their businesses. We bought back stock in larger amounts than in previous quarters, and efficiently monetized some of our non-core assets. We appreciate your continued interest in Liberty Interactive, and with that I’d like to open it up for questions. Operator?

(Operator instructions). We’ll go first to Barton Crockett with Lazard Capital Markets. Barton Crockett – Lazard Capital Markets: Okay great, thank you for taking the question. Really, two questions if I could. First, I was wondering if you could give us a little bit more detail on the Trip and Expedia share sales, first in terms of the tax impact of those and then secondly, a little bit more about why now and where the cash will go in terms of the ventures tracker or the interactive tracker.

So, thank you Barton. I think the reason for the Trip and Expedia sales is largely because both of those stocks have had good rises on the back of good results. Trip in particular had a very aggressive first quarter results, good first quarter results, and a resulting rise in the market. And as we’ve said in the past, this is not really a comment on these companies. We’re not likely to be the long-term controlling shareholders in those companies, and so our view is that the marketplace and we would be better off if we invested in things that are closer to home that we have the potential to influence more. The tax leakage in those was relatively modest because we took the low vote, high-basis shares, in which we had the highest tax basis and therefore the least amount of tax leakage, and so instead of paying 40% of our gains as we would on the very, almost free shares we have in the beginning, the leakage is probably more in the 15 to 20% range of gross proceeds. Those final numbers will come out, you’ll see some of that in the quarter and some of that next quarter, because one of them was transacted in the pass of the baton. That money will all go into ventures, and really that doesn’t change. These assets were previously attributed to ventures and all we’ve done is effectively move from being an asset on the balance sheet to cash on the balance sheet. Barton Crockett – Lazard Capital Markets: Okay, great. And then I wanted to ask about the fundamentals at QVC, the return rate increase in apparel. Any color on how much of that is just kind of a one-time issue this quarter and how much of it feels like a sustainable change in mix, and did weather have any impact on that this quarter?

Ah yes, this is Claire, I’ll take that question. What we’re seeing in the apparel is, we’ve had a little bit higher mix of our designer business, so it’s sort of a mix within the total category of apparel. It is not something that we are worried about changing dramatically, but it is really just a mix of the designer business within our total basic business. Barton Crockett – Lazard Capital Markets: Okay, and weather, no impact there?

No, weather was really not an impact for us. We saw seasonal lift early in February and March, which is a typical trend line for us, different for other retailers but pretty typical for QVC. Barton Crockett – Lazard Capital Markets: Okay, great. Thank you.

Thank you. We’ll go next to David Gober with Morgan Stanley. David Gober – Morgan Stanley: Good morning. Thanks for taking my questions. One for Mike or Claire, and one for Greg. Just on the core QVC business, I know you talked a lot about the reduction in head count or the elimination of the Chesapeake order entry mechanism call center, but I was just wondering if you could kind of help us with the longer-term benefits there and maybe more broadly, if you see a potential upside for EBITDA margins as more ordering on the QVC side goes online?

Let me frame it a couple of ways. So, certainly there’s some fixed costs associated with the leadership of that head count in Chesapeake that goes away, so we’ll see some modest benefit in the coming quarters, but also we have a little more severance hit though in Q2 as well, I believe. You know, more broadly, what we’re certainly seeing is a long-term trend towards the source of e-commerce and mobile ordering mechanisms in all of our markets. That gives us the chance to avoid a phone call, although sometimes it’s a shift from an automated order platform like our voice response unit. It also gives us a shift in our commission rate if we’re shifting from an on-air product to one that hasn’t recently been featured on-air, where we don’t pay a commission. So, the way I would think about it is, if the long-term shift towards e-commerce gives us what I call modest market expansion, primarily through lower commission rates and lower costs in our call centers, some portion of that we need to spend back to continue to invest in our e-commerce platforms. So that’s why I’d characterize it as modest, because some of that we do need to reinvest to continue to stay on the forefront in our e-commerce and our mobile business. David Gober – Morgan Stanley: Okay, and for Greg, just wondering if you could give us an update on the investment activity at what will be Liberty Ventures. Are you actually investing incremental capital right now, or are you going to hold off until the tracking stock structure is implemented, and if you are investing capital today, what opportunities are you seeing?

I guess first, we are attempting to invest capital and I think we’re indifferent as to whether ventures has actually been created or we’re in the process of creating it. We’re looking out to the best of our ability for investment that are attractive. It’s, candidly, a slow pace. Cash coming in has outweighed cash going out, particularly with the monetization of the Trip and Expedia stakes. We have made, as you know in the past, some green investments we call them, they’re largely tax-advantaged, and I think we’re looking for some more of those. We also continue to look at TMT and internet-related items where we don’t think they necessarily fit particularly well in the other Liberty portfolios, but we have nothing of substance to announce today on any of those. David Gober – Morgan Stanley: Okay, thank you.

Thank you. We’ll go to Matthew Harrigan with Wunderlich Securities Matthew Harrigan – Wunderlich Securities: Thank you. Can you talk, Mike, about the new customer activity and old customer activity in some of the international markets? It looks like Japan, even if you adjust for going off the air, was really off the charts. Is that a function of mobile, or whatever? And then Germany looked a little soft, even in the context of getting more conscious on the economy. And then secondly, I don’t think you spoke that much on the e-commerce businesses, but you’re clearly getting grotesquely little value for those businesses in your stock price. Can you give us, I know you talked at one point about giving us a little more granularity by business, and does it really make sense to keep that together? Could your next move be decoupling the e-commerce businesses from LINTA in order to get a richer valuation?

Mike, do you want to handle that first part?

Sure. Matthew, I’ll give you a little color on both markets. So in Japan, we’re really, again, delighted with the performance and as you said, even if you try to normalize for the earthquake effect, it was a very strong result. I would say most of that came from existing customers. We’ve had kind of modest growth in new customers in the quarter, but most of the growth and spend really came from existing customers, and to some extent from inactive customers that began purchasing again in the quarter. So I think what you see in Japan is a really dedicated and loyal customer base, and I think we’re gaining market share and kind of gaining share of wallet of those existing customers, that they’ve really increased their spend with us in Q1. And you know, we continue to feel positively about the outlook for that business, recognizing that that economy is still tough, but we seem to be able to continue to drive a share gain given the strength of the affinity that our customers have with us in Japan. Germany was definitely soft, and I think it was, as I mentioned in my comments, I don’t think we can just blame the economy. I think we had some missteps in the quarter that at least we recognize and we’re addressing, and the good news is that I think that by addressing them we will see, my anticipation is certainly to see improved results in Germany even if the economy remains challenging. And the pressure came really somewhat equally from both existing customers and new customers, so we saw softness in both of those. At a high level, I think in addition to the economic challenges and in addition to the fact that again we were comping a 13% growth over last Q1, so we anticipated some pressure in the quarter just from the comp, but in addition to those factors, we’ve made a pretty aggressive move to expand our beauty business and pull back on our fashion businesses, and we’ve probably swung a bit too hard, and didn’t get the growth relative to the air-time investment that we made in the beauty business, and then saw obviously a strong fall-off in our fashion businesses. So I think some of this was us probably trying to adjust our mix too aggressively in the quarter, and as a result of that kind of over-rotate some products. So we’re on it, we’re addressing that, and I think we’ll see some positive impact of that in the rest of the year.

And as far as the second point, I think we would tend to agree that the strong performance of the e-commerce companies is probably not reflected in the multiple of LINTA. One of the reasons, obviously we’re pursuing things like the ventures tracker to try and highlight better the operating performances of QVC and those e-commerce companies. And while those e-commerce companies relative to the size of QVC are relatively small, I think it’s fair to argue, we don’t think the multiple is reflected in there too. Two things, I mean we’ll see what happens over time as we provide the greater clarity around the operating businesses and ventures, we’ll always consider looking at another tracker if that doesn’t work. No plans or intent. But secondly, to the degree that multiple seems low and doesn’t reflect the performance of those businesses, we’ll try and take advantage of it with incremental share repurchase, and if the market is willing to hand us the stock back at what we think is a relatively inexpensive price, we’ll thank them and execute on share repurchase. Matthew Harrigan – Wunderlich Securities: Looks like that should be maybe a trip type multiple, or even higher. Thanks, Mike and Greg.

Thank you.

Thank you. We’ll go to Ben Mogil with Stifel Nicolaus. Ben Mogil – Stifel Nicolaus: Hi, good morning and thanks for taking the call. So, Mike, I just want to make sure I understood something correctly. When you were talking about the 6% growth from existing customers, negative one on new customers, that was domestic only or was that system-wide?

That was a global number. Ben Mogil – Stifel Nicolaus: Okay, that was, all right.

And that pattern I would say was relatively common across markets, maybe with the exception of Germany. Ben Mogil – Stifel Nicolaus: Okay. And then something over, and this is sort of more of a different kind of question, when you guys are looking at your customers who are still using the phone, those that are using internet, those using mobile, can you talk a little about some of the differences you are seeing? Are you seeing bigger spends on the mobile customer? Can you talk about sort of how you are seeing all these different customers segment themselves out, if you will?

Yes, so this is Claire again. It is interesting there. There are some real differences, and I guess I would just highlight from a mobile perspective, we are seeing a little bit younger customer and a little bit more affluent customer. Our phone customer is a pretty traditional core customer, as you might imagine. The spend has been fairly consistent, although I would say on mobile we are seeing a little bit higher spend, it’s not consistent month-to-month, so the headlines are a little bit younger customer, a little bit more affluent on mobile, and where we see customers that use all three of the platforms – they’re using phone, they’re using web and they’re using mobile – those are by far our best, most engaged customers, and they outspend a single-channel customer three-fold. Ben Mogil – Stifel Nicolaus: And do you, is it sort of fair to say that the mobile customer’s ASP is a little bit higher but it’s not dramatically higher than the overall number that you reported? Is that a correct way to look at this?

You know, the data’s kind of moving around. Part of our issue has been tracking some of these issues. So it is higher, but it hasn’t been consistently higher. I think after a couple more months of really tracking that and watching that, we’d be better able to give you the trend. Ben Mogil – Stifel Nicolaus: And do you have a sense on the customers that are still using phone, why they’re still using phone? Is it just sort of people concerned about e-commerce and security, or is it, I mean I’m assuming most of your customers have internet access, I’m kind of curious why there’s still sort of the large contingent of phone sales.

You know, it’s interesting. It’s not a singular answer. So yes, there are some customers that find a lot of security and quite frankly comfort in talking directly to an agent. They call them their friends. But we also have customer who do things like watch the broadcast, research it on their laptop, check the color on their mobile phone and then call the operator. So we just went through a couple of studies with our customers, and it’s really fascinating to see why they use a channel when they use it. But it’s not a singular path for any of the customers. Ben Mogil – Stifel Nicolaus: Okay, that’s really interesting. Thanks again, guys, and good quarter.

Thanks.

Thank you. We’ll go next to Tom Forte with Telsey Advisor Group Thomas Forte – Telsey Advisory Group: Great, thanks. I had a couple questions on category performance in the U.S. for QVC. So you talked a little about apparel. Can you talk about again what drove the strength in the quarter, and whether or not you think that’s sustainable? And then I was wondering where you stood on jewelry sales in the U.S., and then lastly on consumer electronics, are we at a point in the cycle where this category may underperform some of the others for a while? So, what do you think will be a catalyst for consumer electronic sales? Thank you.

So, on the first question on apparel, yes we feel very good about our performance. It is really a combination of the freshness of the brands, a couple of the big power events that we delivered. I spoke to our presence at New York Fashion Week, and also our Buzz and Red Carpet event in L.A. So we feel good about this business, we do feel good about it going forward, so we don’t think it’s just a flash in the performance. As far as jewelry, we’re making progress there. It has not returned, of course, to its once-prominent levels, but there are parts of the business that are performing very well, like our designer business, our Honora business, we’ve seen a little bit of resurgence around gold in our Vicenza line, but it’s a slow path back on jewelry. And finally on electronics, yes it’s unusual to see the business slow. We’ve experienced it like everybody else. What my team has been talking to me about is that there’s not a lot of newness in electronics right now, in our television offering, in some of what’s happening with cameras, because of video proliferance on iPhones these days, but they do feel that looking forward to the Windows 8 release and some of the new development coming in tablets, that they don’t think that this decline will last, but certainly right now it’s tough. Thomas Forte – Telsey Advisory Group: Great. Thanks, Claire.