Registration of securities issued in business combination transactions

Guarantor/Non-Guarantor Subsidiary Financial Information

v2.4.0.8
Guarantor/Non-Guarantor Subsidiary Financial Information
12 Months Ended
Dec. 31, 2013
Guarantor Non-guarantor Subsidiary Financial Information [Abstract]  
Guarantor/Non-guarantor Subsidiary Financial Information
(19) Guarantor/Non-guarantor Subsidiary Financial Information
The following information contains the consolidating financial statements for the Company, the parent on a stand-alone basis (QVC, Inc.), the combined subsidiary guarantors (Affiliate Relations Holdings, Inc.; Affiliate Investment, Inc.; AMI 2, Inc.; ER Marks, Inc.; QVC International LLC; QVC Rocky Mount, Inc. and QVC San Antonio, LLC) and the combined non-guarantor subsidiaries pursuant to Rule 3-10 of Regulation S-X. Certain non-guarantor subsidiaries are majority-owned by QVC International LLC, which is a guarantor subsidiary.
These consolidating financial statements have been prepared from the Company's financial information on the same basis of accounting as the Company's consolidated financial statements. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, such as management fees, royalty revenue and expense and interest income and expense. Goodwill and other intangible assets have been allocated to the subsidiaries based on management’s estimates. Certain costs have been partially allocated to all of the subsidiaries of the Company.
The subsidiary guarantors are 100% owned by the Company. All guarantees are full and unconditional and are joint and several. There are no significant restrictions on the ability of the Company to obtain funds from its U.S. subsidiaries, including the guarantors, by dividend or loan. The Company has not presented separate notes and other disclosures concerning the subsidiary guarantors as the Company has determined that such material information is available in the notes to the Company's consolidated financial statements.
The Company adjusted the previously reported consolidating financial statements to correctly classify transactions among QVC Inc., the combined subsidiary guarantors and the combined non-guarantor subsidiaries.
The adjustments to the consolidating balance sheets:
increased intercompany accounts receivable of the combined non-guarantor subsidiaries by $650 million and increased intercompany accounts payable of QVC, Inc. by $1,055 million related to cumulative revenue net of cumulative cost of goods sold and cumulative operating expenses, which have been attributed from QVC, Inc. to the combined non-guarantor subsidiaries as of December 31, 2012; and
increased shareholder’s equity for the combined subsidiary guarantors by $405 million and combined non-guarantor subsidiaries by $650 million with an equal and offsetting increase in the investment in subsidiaries of QVC, Inc. and its corresponding elimination as of December 31, 2012.
The adjustments to the consolidating statements of operations:
attributed $231 million and $199 million of revenue, $69 million and $73 million of cost of goods sold and $33 million and $25 million in operating expenses for the years ended 2012 and 2011, respectively, from QVC, Inc. to the combined non-guarantor subsidiaries and recognized equal and offsetting increases in the equity in earnings of subsidiaries of QVC, Inc.; and
recognized $63 million and $52 million for the years ended 2012 and 2011, respectively, in net income attributable to noncontrolling interests of QVC, Inc. and eliminated that income in consolidation.
The adjustments to the condensed consolidating statements of cash flows:
attributed net cash provided by operating activities from QVC, Inc. to the combined non-guarantor subsidiaries primarily related to revenue net of cost of goods sold and operating expenses of $156 million and $103 million for the years ended 2012 and 2011, respectively;
increased net cash provided by the investing activities of QVC, Inc. of $101 million for the year ended 2012, decreased net cash used in the investing activities of QVC, Inc. of $37 million for the year ended 2011 and increased net cash provided by the investing activities of the combined subsidiary guarantors of $49 million for the year ended 2012, all with equal and offsetting eliminations; and
increased net cash provided by the financing activities of QVC, Inc. of $55 million and $140 million for the years ended 2012 and 2011, respectively, decreased net cash used in the financing activities of the combined subsidiary guarantors of $48 million for the year ended 2012 and decreased net cash used in the financing activities of the non-guarantor subsidiaries of $152 million and $106 million for the years ended 2012 and 2011, respectively, all with equal and offsetting eliminations.
The adjustments had no impact to the Company's consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in equity or consolidated statements of cash flows for any current and previously reported period.
The effect of the adjustment on equity as of January 1, 2012 was as follows:
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

As previously reported
$
7,890

3,465

1,716

(5,052
)
8,019

Adjustment

450

465

(915
)

Adjusted
$
7,890

3,915

2,181

(5,967
)
8,019


Consolidating balance sheets
December 31, 2013
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Assets
Current assets:





Cash and cash equivalents
$
78

133

246


457

Restricted cash
11


3


14

Accounts receivable, net
816


295


1,111

Inventories
684


247


931

Deferred income taxes
146


16


162

Prepaid expenses
20


27


47

Total current assets
1,755

133

834


2,722

Property, plant and equipment, net
265

67

774


1,106

Cable and satellite television distribution rights, net

510

114


624

Goodwill
4,169


1,028


5,197

Other intangible assets, net
1,128

2,050

158


3,336

Other noncurrent assets
8


63


71

Investments in subsidiaries
4,894

1,628


(6,522
)

Total assets
$
12,219

4,388

2,971

(6,522
)
13,056

Liabilities and equity
Current liabilities:





Current portion of debt and capital lease obligations
$
2


11


13

Accounts payable-trade
266


159


425

Accrued liabilities
463

96

470


1,029

Intercompany accounts payable (receivable)
1,019

(879
)
(140
)


Total current liabilities
1,750

(783
)
500


1,467

Long-term portion of debt and capital lease obligations
3,745


55


3,800

Deferred compensation
13


1


14

Deferred income taxes
399

923

4


1,326

Other long-term liabilities
90


18


108

Total liabilities
5,997

140

578


6,715

Equity:





QVC, Inc. shareholder's equity
6,222

4,248

2,274

(6,522
)
6,222

Noncontrolling interest


119


119

Total equity
6,222

4,248

2,393

(6,522
)
6,341

Total liabilities and equity
$
12,219

4,388

2,971

(6,522
)
13,056


Consolidating balance sheets - Adjusted
December 31, 2012
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Assets
Current assets:





Cash and cash equivalents
$
75

165

300


540

Restricted cash
13


2


15

Accounts receivable, net
747


308


1,055

Inventories
691


218


909

Deferred income taxes
131


20


151

Prepaid expenses
19


34


53

Total current assets
1,676

165

882


2,723

Property, plant and equipment, net
247

67

817


1,131

Cable and satellite television distribution rights, net

618

146


764

Goodwill
4,169


1,065


5,234

Other intangible assets, net
1,280

2,049

180


3,509

Other noncurrent assets
14


63


77

Investments in subsidiaries
4,844

1,838


(6,682
)

Total assets
$
12,230

4,737

3,153

(6,682
)
13,438

Liabilities and equity
Current liabilities:





Current portion of debt and capital lease obligations
$
2


10


12

Accounts payable-trade
324


242


566

Accrued liabilities
402

106

447


955

Intercompany accounts payable (receivable)
829

(816
)
(13
)


Total current liabilities
1,557

(710
)
686


1,533

Long-term portion of debt and capital lease obligations
3,404


61


3,465

Deferred compensation
11


1


12

Deferred income taxes
431

964

15


1,410

Other long-term liabilities
137

17

30


184

Total liabilities
5,540

271

793


6,604

Equity:





QVC, Inc. shareholder's equity
6,690

4,466

2,216

(6,682
)
6,690

Noncontrolling interest


144


144

Total equity
6,690

4,466

2,360

(6,682
)
6,834

Total liabilities and equity
$
12,230

4,737

3,153

(6,682
)
13,438

Consolidating statements of operations
Year ended December, 2013
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
5,914

841

2,914

(1,046
)
8,623

Cost of goods sold
3,804

107

1,831

(277
)
5,465

Gross profit
2,110

734

1,083

(769
)
3,158

Operating expenses:





Operating
168

214

358


740

Selling, general and administrative, including stock-based compensation
1,028


356

(769
)
615

Depreciation
38

6

83


127

Amortization of intangible assets
204

146

81


431

Intercompany management expense (income)
50

1

(51
)



1,488

367

827

(769
)
1,913

Operating income
622

367

256


1,245

Other (expense) income:





Equity in losses of investee


(4
)

(4
)
Gains on financial instruments
12


3


15

Interest expense, net
(214
)



(214
)
Foreign currency (loss) gain
(13
)

14


1

Loss on extinguishment of debt
(57
)



(57
)
Intercompany interest (expense) income
(16
)
51

(35
)



(288
)
51

(22
)

(259
)
Income before income taxes
334

418

234


986

Income tax expense
(119
)
(132
)
(102
)

(353
)
Equity in earnings of subsidiaries, net of tax
418

67


(485
)

Net income
633

353

132

(485
)
633

Less net income attributable to the noncontrolling interest
(45
)

(45
)
45

(45
)
Net income attributable to QVC, Inc. shareholder
$
588

353

87

(440
)
588


Consolidating statements of operations - Adjusted
Year ended December 31, 2012
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
5,653

819

3,078

(1,034
)
8,516

Cost of goods sold
3,644

116

1,941

(282
)
5,419

Gross profit
2,009

703

1,137

(752
)
3,097

Operating expenses:





Operating
140

206

369


715

Selling, general and administrative, including stock-based compensation
1,002

1

337

(752
)
588

Depreciation
35

4

87


126

Amortization of intangible assets
204

130

66


400

Intercompany management expense (income)
60

(14
)
(46
)



1,441

327

813

(752
)
1,829

Operating income
568

376

324


1,268

Other (expense) income:





Equity in losses of investee


(4
)

(4
)
Gains on financial instruments
48




48

Interest expense, net
(233
)



(233
)
Foreign currency (loss) gain
(10
)
4

8


2

Intercompany interest (expense) income
(13
)
51

(38
)



(208
)
55

(34
)

(187
)
Income before income taxes
360

431

290


1,081

Income tax expense
(116
)
(141
)
(137
)

(394
)
Equity in earnings of subsidiaries, net of tax
443

93


(536
)

Net income
687

383

153

(536
)
687

Less net income attributable to the noncontrolling interest
(63
)

(63
)
63

(63
)
Net income attributable to QVC, Inc. shareholder
$
624

383

90

(473
)
624


Consolidating statements of operations - Adjusted
Year ended December 31, 2011
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
5,485

790

2,988

(995
)
8,268

Cost of goods sold
3,507

120

1,906

(255
)
5,278

Gross profit
1,978

670

1,082

(740
)
2,990

Operating expenses:





Operating
166

201

377


744

Selling, general and administrative, including stock-based compensation
947


328

(740
)
535

Depreciation
36

4

95


135

Amortization of intangible assets
242

133

64


439

Intercompany management expense (income)
89

(27
)
(62
)



1,480

311

802

(740
)
1,853

Operating income
498

359

280


1,137

Other (expense) income:





Equity in losses of investee


(2
)

(2
)
Gains on financial instruments
50




50

Interest (expense) income
(230
)

1


(229
)
Foreign currency (loss) gain
(3
)
(2
)
3


(2
)
Intercompany interest (expense) income
(9
)
53

(44
)



(192
)
51

(42
)

(183
)
Income before income taxes
306

410

238


954

Income tax expense
(110
)
(124
)
(108
)

(342
)
Equity in earnings of subsidiaries, net of tax
416

70


(486
)

Net income
612

356

130

(486
)
612

Less net income attributable to the noncontrolling interest
(52
)

(52
)
52

(52
)
Net income attributable to QVC, Inc. shareholder
$
560

356

78

(434
)
560


Consolidating statements of comprehensive income
Year ended December 31, 2013
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
$
633

353

132

(485
)
633

Foreign currency translation adjustments
(72
)

(72
)
72

(72
)
Total comprehensive income
561

353

60

(413
)
561

Comprehensive income attributable to noncontrolling interest
(20
)

(20
)
20

(20
)
Comprehensive income attributable to QVC, Inc. shareholder
$
541

353

40

(393
)
541


Consolidating statements of comprehensive income - Adjusted
Year ended December 31, 2012
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
$
687

383

153

(536
)
687

Foreign currency translation adjustments
(27
)

(27
)
27

(27
)
Total comprehensive income
660

383

126

(509
)
660

Comprehensive income attributable to noncontrolling interest
(44
)

(44
)
44

(44
)
Comprehensive income attributable to QVC, Inc. shareholder
$
616

383

82

(465
)
616


Consolidating statements of comprehensive income - Adjusted
Year ended December 31, 2011
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
612

356

130

(486
)
612

Foreign currency translation adjustments
(10
)

(10
)
10

(10
)
Total comprehensive income
602

356

120

(476
)
602

Comprehensive income attributable to noncontrolling interest
(57
)

(57
)
57

(57
)
Comprehensive income attributable to QVC, Inc. shareholder
$
545

356

63

(419
)
545




Consolidating statements of cash flows
Year ended December 31, 2013
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Operating activities:










Net cash provided by operating activities
$
379

389

205


973

Investing activities:










Capital expenditures, net
(106
)
(8
)
(97
)

(211
)
Expenditures for cable and satellite television distribution rights, net

(56
)
(2
)

(58
)
Decrease (increase) in restricted cash
2


(1
)

1

Changes in other noncurrent assets
(1
)

(1
)

(2
)
Intercompany investing activities
368

277


(645
)

Net cash provided by (used in) investing activities
263

213

(101
)
(645
)
(270
)
Financing activities:










Principal payments of debt and capital lease obligations
(2,375
)

(12
)

(2,387
)
Principal borrowings of debt from senior secured credit facility
1,674




1,674

Proceeds from issuance of senior secured notes, net of original issue discount
1,050




1,050

Payment of debt origination fees
(16
)



(16
)
Payment of bond premium fees
(46
)



(46
)
Other financing activities
12




12

Dividends paid to Liberty
(1,005
)



(1,005
)
Dividends paid to noncontrolling interest


(45
)

(45
)
Net short-term intercompany debt borrowings (repayments)
190

(63
)
(127
)


Intercompany financing activities
(123
)
(571
)
49

645


Net cash used in financing activities
(639
)
(634
)
(135
)
645

(763
)
Effect of foreign exchange rate changes on cash and cash equivalents


(23
)

(23
)
Net increase (decrease) in cash and cash equivalents
3

(32
)
(54
)

(83
)
Cash and cash equivalents, beginning of period
75

165

300


540

Cash and cash equivalents, end of period
$
78

133

246


457


Consolidating statements of cash flows - Adjusted
Year ended December 31, 2012
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Operating activities:





Net cash provided by operating activities
$
462

412

332


1,206

Investing activities:





Capital expenditures, net
(76
)
(5
)
(165
)

(246
)
Expenditures for cable and satellite television distribution rights, net

(1
)
(1
)

(2
)
Cash paid for joint ventures and acquisitions of businesses, net of cash received


(95
)

(95
)
Decrease in restricted cash
2




2

Changes in other noncurrent assets
(3
)



(3
)
Intercompany investing activities
443

265


(708
)

Net cash provided by (used in) investing activities
366

259

(261
)
(708
)
(344
)
Financing activities:










Principal payments of debt and capital lease obligations
(1,237
)

(9
)

(1,246
)
Principal borrowings of debt from senior secured credit facility
1,717




1,717

Proceeds from issuance of senior secured notes
500




500

Payment of debt origination fees
(7
)



(7
)
Other financing activities
20




20

Dividends paid to Liberty
(1,817
)



(1,817
)
Dividend paid to noncontrolling interest


(29
)

(29
)
Net short-term intercompany debt borrowings (repayments)
214

(59
)
(155
)


Intercompany financing activities
(146
)
(670
)
108

708


Net cash used in financing activities
(756
)
(729
)
(85
)
708

(862
)
Effect of foreign exchange rate changes on cash and cash equivalents


(20
)

(20
)
Net increase (decrease) in cash and cash equivalents
72

(58
)
(34
)

(20
)
Cash and cash equivalents, beginning of period
3

223

334


560

Cash and cash equivalents, end of period
$
75

165

300


540


Consolidating statements of cash flows - Adjusted
Year ended December 31, 2011
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Operating activities:





Net cash provided by operating activities
$
225

380

213


818

Investing activities:





Capital expenditures, net
(83
)
(8
)
(168
)

(259
)
Expenditures for cable and satellite television distribution rights, net

(2
)


(2
)
Decrease in restricted cash
1




1

Changes in other noncurrent assets and liabilities
5


(1
)

4

Intercompany investing activities
348

190


(538
)

Net cash provided by (used in) investing activities
271

180

(169
)
(538
)
(256
)
Financing activities:










Principal payments of debt and capital lease obligations
(825
)

(12
)

(837
)
Principal borrowings of debt from senior secured credit facility
465




465

Dividends paid to Liberty
(205
)



(205
)
Dividends paid to noncontrolling interest


(50
)

(50
)
Net short-term intercompany debt borrowings (repayments)
104

2

(106
)


Intercompany financing activities
(76
)
(499
)
37

538


Net cash used in financing activities
(537
)
(497
)
(131
)
538

(627
)
Effect of foreign exchange rate changes on cash and cash equivalents


4


4

Net (decrease) increase in cash and cash equivalents
(41
)
63

(83
)

(61
)
Cash and cash equivalents, beginning of period
44

160

417


621

Cash and cash equivalents, end of period
$
3

223

334


560