|
Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
|
3 Months Ended |
|
Mar. 31, 2013
|
| Guarantor Non-guarantor Subsidiary Financial Information [Abstract] |
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Year |
The subsidiary guarantors are 100% owned
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Year |
Condensed consolidated balance sheets
|
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|
|
|
|
|
|
|
|
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|
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 |
3,789 |
|
1,838 |
|
— |
|
(5,627 |
) |
— |
|
Total assets |
$ |
11,175 |
|
4,737 |
|
3,153 |
|
(5,627 |
) |
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 (receivable) payable |
(226 |
) |
(411 |
) |
637 |
|
— |
|
— |
|
Total current liabilities |
502 |
|
(305 |
) |
1,336 |
|
— |
|
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 |
4,485 |
|
676 |
|
1,443 |
|
— |
|
6,604 |
|
Equity: |
|
|
|
|
|
QVC, Inc. shareholder's equity |
6,690 |
|
4,061 |
|
1,566 |
|
(5,627 |
) |
6,690 |
|
Noncontrolling interest |
— |
|
— |
|
144 |
|
— |
|
144 |
|
Total equity |
6,690 |
|
4,061 |
|
1,710 |
|
(5,627 |
) |
6,834 |
|
Total liabilities and equity |
$ |
11,175 |
|
4,737 |
|
3,153 |
|
(5,627 |
) |
13,438 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Current Year |
Condensed consolidated statements of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2013 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,368 |
|
183 |
|
654 |
|
(231 |
) |
1,974 |
|
Cost of goods sold |
854 |
|
25 |
|
434 |
|
(61 |
) |
1,252 |
|
Gross profit |
514 |
|
158 |
|
220 |
|
(170 |
) |
722 |
|
Operating expenses: |
|
|
|
|
|
Operating |
45 |
|
46 |
|
82 |
|
— |
|
173 |
|
Selling, general and administrative, including stock-based compensation |
235 |
|
— |
|
90 |
|
(170 |
) |
155 |
|
Depreciation |
10 |
|
1 |
|
19 |
|
— |
|
30 |
|
Amortization of intangible assets |
51 |
|
34 |
|
19 |
|
— |
|
104 |
|
Intercompany management expense (income) |
17 |
|
(4 |
) |
(13 |
) |
— |
|
— |
|
|
358 |
|
77 |
|
197 |
|
(170 |
) |
462 |
|
Operating income |
156 |
|
81 |
|
23 |
|
— |
|
260 |
|
Other income (expense): |
|
|
|
|
|
Equity in earnings of investee |
— |
|
— |
|
1 |
|
— |
|
1 |
|
Gain on financial instruments |
12 |
|
— |
|
— |
|
— |
|
12 |
|
Interest expense |
(62 |
) |
— |
|
(1 |
) |
— |
|
(63 |
) |
Foreign currency (loss) gain |
(1 |
) |
(1 |
) |
1 |
|
— |
|
(1 |
) |
Loss on extinguishment of debt |
(41 |
) |
— |
|
— |
|
— |
|
(41 |
) |
Intercompany interest (expense) income |
(3 |
) |
12 |
|
(9 |
) |
— |
|
— |
|
|
(95 |
) |
11 |
|
(8 |
) |
— |
|
(92 |
) |
Income before income taxes |
61 |
|
92 |
|
15 |
|
— |
|
168 |
|
Income tax expense |
(10 |
) |
(28 |
) |
(24 |
) |
— |
|
(62 |
) |
Equity in earnings of subsidiaries, net of tax |
55 |
|
16 |
|
— |
|
(71 |
) |
— |
|
Net income (loss) |
106 |
|
80 |
|
(9 |
) |
(71 |
) |
106 |
|
Less net income attributable to the noncontrolling interest |
(12 |
) |
— |
|
(12 |
) |
12 |
|
(12 |
) |
Net income (loss) attributable to QVC, Inc. shareholder |
$ |
94 |
|
80 |
|
(21 |
) |
(59 |
) |
94 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior Year |
Condensed consolidated statements of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2012 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,310 |
|
172 |
|
672 |
|
(222 |
) |
1,932 |
|
Cost of goods sold |
822 |
|
28 |
|
439 |
|
(59 |
) |
1,230 |
|
Gross profit |
488 |
|
144 |
|
233 |
|
(163 |
) |
702 |
|
Operating expenses: |
|
|
|
|
|
Operating |
42 |
|
44 |
|
89 |
|
— |
|
175 |
|
Selling, general and administrative, including stock-based compensation |
224 |
|
1 |
|
80 |
|
(163 |
) |
142 |
|
Depreciation |
9 |
|
1 |
|
21 |
|
— |
|
31 |
|
Amortization of intangible assets |
48 |
|
32 |
|
16 |
|
— |
|
96 |
|
Intercompany management (income) expense |
(4 |
) |
3 |
|
1 |
|
— |
|
— |
|
|
319 |
|
81 |
|
207 |
|
(163 |
) |
444 |
|
Operating income |
169 |
|
63 |
|
26 |
|
— |
|
258 |
|
Other income (expense): |
|
|
|
|
|
Gain on financial instruments |
11 |
|
— |
|
— |
|
— |
|
11 |
|
Interest expense |
(55 |
) |
— |
|
— |
|
— |
|
(55 |
) |
Interest income |
— |
|
— |
|
1 |
|
— |
|
1 |
|
Foreign currency (loss) gain |
(2 |
) |
4 |
|
4 |
|
— |
|
6 |
|
Intercompany interest (expense) income |
(3 |
) |
13 |
|
(10 |
) |
— |
|
— |
|
|
(49 |
) |
17 |
|
(5 |
) |
— |
|
(37 |
) |
Income before income taxes |
120 |
|
80 |
|
21 |
|
— |
|
221 |
|
Income tax expense |
(34 |
) |
(25 |
) |
(23 |
) |
— |
|
(82 |
) |
Equity in earnings of subsidiaries, net of tax |
53 |
|
12 |
|
— |
|
(65 |
) |
— |
|
Net income (loss) |
139 |
|
67 |
|
(2 |
) |
(65 |
) |
139 |
|
Less net income attributable to the noncontrolling interest |
(14 |
) |
— |
|
(14 |
) |
14 |
|
(14 |
) |
Net income (loss) attributable to QVC, Inc. shareholder |
$ |
125 |
|
67 |
|
(16 |
) |
(51 |
) |
125 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Current Year |
onsolidated statements of comprehensive income (loss)
|
|
|
|
|
|
|
|
|
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|
Three months ended March 31, 2013 |
|
(in millions) |
Subsidiary
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income (loss) |
$ |
106 |
|
80 |
|
(9 |
) |
(71 |
) |
106 |
|
Foreign currency translation adjustments |
(91 |
) |
— |
|
(91 |
) |
91 |
|
(91 |
) |
Total comprehensive income (loss) |
15 |
|
80 |
|
(100 |
) |
20 |
|
15 |
|
Comprehensive loss (income) attributable to noncontrolling interest |
1 |
|
— |
|
1 |
|
(1 |
) |
1 |
|
Comprehensive income (loss) attributable to QVC, Inc. shareholder |
16 |
|
80 |
|
(99 |
) |
19 |
|
16 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior Year |
onsolidated statements of comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2012 |
|
(in millions) |
Subsidiary
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income (loss) |
$ |
139 |
|
67 |
|
(2 |
) |
(65 |
) |
139 |
|
Foreign currency translation adjustments |
13 |
|
— |
|
13 |
|
(13 |
) |
13 |
|
Total comprehensive income (loss) |
152 |
|
67 |
|
11 |
|
(78 |
) |
152 |
|
Comprehensive loss (income) attributable to noncontrolling interest |
(4 |
) |
— |
|
(4 |
) |
4 |
|
(4 |
) |
Comprehensive income (loss) attributable to QVC, Inc. shareholder |
148 |
|
67 |
|
7 |
|
(74 |
) |
148 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Year |
Condensed consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 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 (used in) operating activities |
101 |
|
77 |
|
(3 |
) |
— |
|
175 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
Capital expenditures, net |
(8 |
) |
— |
|
(25 |
) |
— |
|
(33 |
) |
Expenditures for cable and satellite television distribution rights |
— |
|
(24 |
) |
(1 |
) |
— |
|
(25 |
) |
Changes in other noncurrent assets and liabilities |
(3 |
) |
2 |
|
(3 |
) |
— |
|
(4 |
) |
Intercompany investing activities |
245 |
|
104 |
|
— |
|
(349 |
) |
— |
|
Net cash provided by (used in) investing activities |
234 |
|
82 |
|
(29 |
) |
(349 |
) |
(62 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(1,167 |
) |
— |
|
(1 |
) |
— |
|
(1,168 |
) |
Principal borrowings of debt from senior secured credit facility |
240 |
|
— |
|
— |
|
— |
|
240 |
|
Proceeds from issuance of senior secured notes |
1,050 |
|
— |
|
— |
|
— |
|
1,050 |
|
Payment of debt origination fees |
(14 |
) |
— |
|
— |
|
— |
|
(14 |
) |
Payment of bond premium fees |
(33 |
) |
— |
|
— |
|
— |
|
(33 |
) |
Other financing activities |
4 |
|
— |
|
— |
|
— |
|
4 |
|
Dividends paid to Liberty, net |
(244 |
) |
— |
|
— |
|
— |
|
(244 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(25 |
) |
— |
|
(25 |
) |
Net short-term intercompany debt (repayments) borrowings |
(142 |
) |
96 |
|
46 |
|
— |
|
— |
|
Intercompany financing activities |
(101 |
) |
(252 |
) |
4 |
|
349 |
|
— |
|
Net cash (used in) provided by financing activities |
(407 |
) |
(156 |
) |
24 |
|
349 |
|
(190 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(24 |
) |
— |
|
(24 |
) |
Net (decrease) increase in cash and cash equivalents |
(72 |
) |
3 |
|
(32 |
) |
— |
|
(101 |
) |
Cash and cash equivalents, beginning of year |
75 |
|
165 |
|
300 |
|
— |
|
540 |
|
Cash and cash equivalents, end of year |
3 |
|
168 |
|
268 |
|
— |
|
439 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior Year |
Condensed consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 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 |
264 |
|
83 |
|
54 |
|
— |
|
401 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures, net |
(7 |
) |
(1 |
) |
(37 |
) |
— |
|
(45 |
) |
Expenditures for cable and satellite television distribution rights |
— |
|
(1 |
) |
(1 |
) |
— |
|
(2 |
) |
Cash paid for acquisitions of businesses, net of cash received |
— |
|
— |
|
(16 |
) |
— |
|
(16 |
) |
Changes in other noncurrent assets and liabilities |
2 |
|
(1 |
) |
(1 |
) |
— |
|
— |
|
Intercompany investing activities |
135 |
|
121 |
|
— |
|
(256 |
) |
— |
|
Net cash provided by (used in) investing activities |
130 |
|
118 |
|
(55 |
) |
(256 |
) |
(63 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(315 |
) |
— |
|
(4 |
) |
— |
|
(319 |
) |
Principal borrowings of debt from senior secured credit facility |
275 |
|
— |
|
— |
|
— |
|
275 |
|
Dividends paid to Liberty, net |
(238 |
) |
— |
|
— |
|
— |
|
(238 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(29 |
) |
— |
|
(29 |
) |
Net short-term intercompany debt (repayments) borrowings |
(89 |
) |
28 |
|
61 |
|
— |
|
— |
|
Intercompany financing activities |
— |
|
(235 |
) |
(21 |
) |
256 |
|
— |
|
Net cash (used in) provided by financing activities |
(367 |
) |
(207 |
) |
7 |
|
256 |
|
(311 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(9 |
) |
— |
|
(9 |
) |
Net increase (decrease) in cash and cash equivalents |
27 |
|
(6 |
) |
(3 |
) |
— |
|
18 |
|
Cash and cash equivalents, beginning of year |
3 |
|
223 |
|
334 |
|
— |
|
560 |
|
Cash and cash equivalents, end of year |
30 |
|
217 |
|
331 |
|
— |
|
578 |
|
|