Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
|
3 Months Ended |
Mar. 31, 2018 |
|---|
| Guarantor Non-guarantor Subsidiary Financial Information [Abstract] |
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Period |
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018 |
|
(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 |
$ |
10 |
|
97 |
|
241 |
|
— |
|
348 |
|
Restricted cash |
5 |
|
— |
|
3 |
|
— |
|
8 |
|
Accounts receivable, net |
761 |
|
— |
|
281 |
|
— |
|
1,042 |
|
Inventories |
769 |
|
— |
|
304 |
|
— |
|
1,073 |
|
Prepaid expenses and other current assets |
84 |
|
— |
|
50 |
|
— |
|
134 |
|
Total current assets |
1,629 |
|
97 |
|
879 |
|
— |
|
2,605 |
|
Property and equipment, net |
284 |
|
58 |
|
682 |
|
— |
|
1,024 |
|
Television distribution rights, net |
— |
|
81 |
|
1 |
|
— |
|
82 |
|
Goodwill |
4,190 |
|
— |
|
919 |
|
— |
|
5,109 |
|
Other intangible assets, net |
532 |
|
2,048 |
|
17 |
|
— |
|
2,597 |
|
Other noncurrent assets |
15 |
|
— |
|
52 |
|
— |
|
67 |
|
Investments in subsidiaries |
3,694 |
|
1,772 |
|
— |
|
(5,466 |
) |
— |
|
Total assets |
$ |
10,344 |
|
4,056 |
|
2,550 |
|
(5,466 |
) |
11,484 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
4 |
|
— |
|
14 |
|
— |
|
18 |
|
Accounts payable-trade |
381 |
|
— |
|
283 |
|
— |
|
664 |
|
Accrued liabilities |
223 |
|
260 |
|
306 |
|
— |
|
789 |
|
Intercompany accounts payable (receivable) |
434 |
|
(1,499 |
) |
1,065 |
|
— |
|
— |
|
Total current liabilities |
1,042 |
|
(1,239 |
) |
1,668 |
|
— |
|
1,471 |
|
Long-term portion of debt and capital lease obligations |
4,942 |
|
— |
|
156 |
|
— |
|
5,098 |
|
Deferred income taxes |
58 |
|
470 |
|
(48 |
) |
— |
|
480 |
|
Other long-term liabilities |
90 |
|
— |
|
28 |
|
— |
|
118 |
|
Total liabilities |
6,132 |
|
(769 |
) |
1,804 |
|
— |
|
7,167 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
4,212 |
|
4,825 |
|
641 |
|
(5,466 |
) |
4,212 |
|
Noncontrolling interest |
— |
|
— |
|
105 |
|
— |
|
105 |
|
Total equity |
4,212 |
|
4,825 |
|
746 |
|
(5,466 |
) |
4,317 |
|
Total liabilities and equity |
$ |
10,344 |
|
4,056 |
|
2,550 |
|
(5,466 |
) |
11,484 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Period |
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017 |
|
(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 |
$ |
2 |
|
33 |
|
225 |
|
— |
|
260 |
|
Restricted cash |
5 |
|
— |
|
3 |
|
— |
|
8 |
|
Accounts receivable, net |
1,076 |
|
— |
|
312 |
|
— |
|
1,388 |
|
Inventories |
758 |
|
— |
|
261 |
|
— |
|
1,019 |
|
Prepaid expenses and other current assets |
28 |
|
— |
|
23 |
|
— |
|
51 |
|
Total current assets |
1,869 |
|
33 |
|
824 |
|
— |
|
2,726 |
|
Property and equipment, net |
295 |
|
60 |
|
650 |
|
— |
|
1,005 |
|
Television distribution rights, net |
— |
|
78 |
|
— |
|
— |
|
78 |
|
Goodwill |
4,190 |
|
— |
|
885 |
|
— |
|
5,075 |
|
Other intangible assets, net |
539 |
|
2,048 |
|
18 |
|
— |
|
2,605 |
|
Other noncurrent assets |
14 |
|
— |
|
47 |
|
— |
|
61 |
|
Investments in subsidiaries |
3,579 |
|
1,626 |
|
— |
|
(5,205 |
) |
— |
|
Total assets |
$ |
10,486 |
|
3,845 |
|
2,424 |
|
(5,205 |
) |
11,550 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
3 |
|
— |
|
14 |
|
— |
|
17 |
|
Accounts payable-trade |
455 |
|
— |
|
301 |
|
— |
|
756 |
|
Accrued liabilities |
366 |
|
227 |
|
279 |
|
— |
|
872 |
|
Intercompany accounts payable (receivable) |
453 |
|
(1,513 |
) |
1,060 |
|
— |
|
— |
|
Total current liabilities |
1,277 |
|
(1,286 |
) |
1,654 |
|
— |
|
1,645 |
|
Long-term portion of debt and capital lease obligations |
5,033 |
|
— |
|
140 |
|
— |
|
5,173 |
|
Deferred income taxes |
52 |
|
468 |
|
(47 |
) |
— |
|
473 |
|
Other long-term liabilities |
92 |
|
— |
|
25 |
|
— |
|
117 |
|
Total liabilities |
6,454 |
|
(818 |
) |
1,772 |
|
— |
|
7,408 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
4,032 |
|
4,663 |
|
542 |
|
(5,205 |
) |
4,032 |
|
Noncontrolling interest |
— |
|
— |
|
110 |
|
— |
|
110 |
|
Total equity |
4,032 |
|
4,663 |
|
652 |
|
(5,205 |
) |
4,142 |
|
Total liabilities and equity |
$ |
10,486 |
|
3,845 |
|
2,424 |
|
(5,205 |
) |
11,550 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Current Period |
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2018 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,455 |
|
223 |
|
728 |
|
(313 |
) |
2,093 |
|
Operating costs and expenses |
|
|
|
|
|
Cost of goods sold (exclusive of depreciation and amortization shown separately below) |
878 |
|
35 |
|
447 |
|
(40 |
) |
1,320 |
|
Operating |
102 |
|
58 |
|
74 |
|
(89 |
) |
145 |
|
Selling, general and administrative, including transaction related costs and stock-based compensation |
279 |
|
— |
|
113 |
|
(184 |
) |
208 |
|
Depreciation |
16 |
|
3 |
|
19 |
|
— |
|
38 |
|
Amortization |
20 |
|
16 |
|
3 |
|
— |
|
39 |
|
|
1,295 |
|
112 |
|
656 |
|
(313 |
) |
1,750 |
|
Operating income |
160 |
|
111 |
|
72 |
|
— |
|
343 |
|
Other (expense) income: |
|
|
|
|
|
Equity in income of investee |
— |
|
— |
|
1 |
|
— |
|
1 |
|
Interest expense, net |
(57 |
) |
— |
|
— |
|
— |
|
(57 |
) |
Foreign currency loss |
(4 |
) |
— |
|
3 |
|
— |
|
(1 |
) |
Intercompany interest (expense) income |
(7 |
) |
38 |
|
(31 |
) |
— |
|
— |
|
|
(68 |
) |
38 |
|
(27 |
) |
— |
|
(57 |
) |
Income before income taxes |
92 |
|
149 |
|
45 |
|
— |
|
286 |
|
Income tax expense |
(22 |
) |
(34 |
) |
(23 |
) |
— |
|
(79 |
) |
Equity in earnings of subsidiaries, net of tax |
137 |
|
25 |
|
— |
|
(162 |
) |
— |
|
Net income |
207 |
|
140 |
|
22 |
|
(162 |
) |
207 |
|
Less net income attributable to the noncontrolling interest |
(11 |
) |
— |
|
(11 |
) |
11 |
|
(11 |
) |
Net income attributable to QVC, Inc. stockholder |
$ |
196 |
|
140 |
|
11 |
|
(151 |
) |
196 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior Period |
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,404 |
|
225 |
|
644 |
|
(308 |
) |
1,965 |
|
Operating costs and expenses |
|
|
|
|
|
Cost of goods sold (exclusive of depreciation and amortization shown separately below) |
855 |
|
37 |
|
391 |
|
(40 |
) |
1,243 |
|
Operating |
100 |
|
58 |
|
68 |
|
(89 |
) |
137 |
|
Selling, general and administrative, including transaction related costs and stock-based compensation |
242 |
|
— |
|
94 |
|
(179 |
) |
157 |
|
Depreciation |
17 |
|
2 |
|
22 |
|
— |
|
41 |
|
Amortization |
60 |
|
45 |
|
11 |
|
— |
|
116 |
|
|
1,274 |
|
142 |
|
586 |
|
(308 |
) |
1,694 |
|
Operating income |
130 |
|
83 |
|
58 |
|
— |
|
271 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(2 |
) |
— |
|
(2 |
) |
Interest expense, net |
(55 |
) |
— |
|
— |
|
— |
|
(55 |
) |
Foreign currency gain (loss) |
(1 |
) |
— |
|
(1 |
) |
— |
|
(2 |
) |
Intercompany interest (expense) income |
(1 |
) |
22 |
|
(21 |
) |
— |
|
— |
|
|
(57 |
) |
22 |
|
(24 |
) |
— |
|
(59 |
) |
Income before income taxes |
73 |
|
105 |
|
34 |
|
— |
|
212 |
|
Income tax expense |
(32 |
) |
(30 |
) |
(15 |
) |
— |
|
(77 |
) |
Equity in earnings of subsidiaries, net of tax |
94 |
|
17 |
|
— |
|
(111 |
) |
— |
|
Net income |
135 |
|
92 |
|
19 |
|
(111 |
) |
135 |
|
Less net income attributable to the noncontrolling interest |
(11 |
) |
— |
|
(11 |
) |
11 |
|
(11 |
) |
Net income attributable to QVC, Inc. stockholder |
$ |
124 |
|
92 |
|
8 |
|
(100 |
) |
124 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Current Period |
Condensed Consolidating Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2018 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income |
$ |
207 |
|
140 |
|
22 |
|
(162 |
) |
207 |
|
Foreign currency translation adjustments |
70 |
|
— |
|
70 |
|
(70 |
) |
70 |
|
Total comprehensive income |
277 |
|
140 |
|
92 |
|
(232 |
) |
277 |
|
Comprehensive income attributable to noncontrolling interest |
(18 |
) |
— |
|
(18 |
) |
18 |
|
(18 |
) |
Comprehensive income attributable to QVC, Inc. stockholder |
$ |
259 |
|
140 |
|
74 |
|
(214 |
) |
259 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior Period |
Condensed Consolidating Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income |
$ |
135 |
|
92 |
|
19 |
|
(111 |
) |
135 |
|
Foreign currency translation adjustments |
27 |
|
— |
|
27 |
|
(27 |
) |
27 |
|
Total comprehensive income |
162 |
|
92 |
|
46 |
|
(138 |
) |
162 |
|
Comprehensive income attributable to noncontrolling interest |
(17 |
) |
— |
|
(17 |
) |
17 |
|
(17 |
) |
Comprehensive income attributable to QVC, Inc. stockholder |
$ |
145 |
|
92 |
|
29 |
|
(121 |
) |
145 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Period |
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2018 |
|
(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 |
$ |
166 |
|
169 |
|
14 |
|
— |
|
349 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
(18 |
) |
(1 |
) |
(17 |
) |
— |
|
(36 |
) |
Expenditures for television distribution rights |
— |
|
(19 |
) |
(1 |
) |
— |
|
(20 |
) |
Changes in other noncurrent assets |
2 |
|
— |
|
(2 |
) |
— |
|
— |
|
Intercompany investing activities |
82 |
|
(105 |
) |
— |
|
23 |
|
— |
|
Net cash provided by (used in) investing activities |
66 |
|
(125 |
) |
(20 |
) |
23 |
|
(56 |
) |
Financing activities: |
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(964 |
) |
— |
|
(3 |
) |
— |
|
(967 |
) |
Principal borrowings of debt from senior secured credit facility |
872 |
|
— |
|
— |
|
— |
|
872 |
|
Capital contribution received from Qurate Retail, Inc. |
140 |
|
— |
|
— |
|
— |
|
140 |
|
Dividends paid to Qurate Retail, Inc. |
(233 |
) |
— |
|
— |
|
— |
|
(233 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(23 |
) |
— |
|
(23 |
) |
Other financing activities |
(7 |
) |
— |
|
— |
|
— |
|
(7 |
) |
Net short-term intercompany debt (repayments) borrowings |
(19 |
) |
14 |
|
5 |
|
— |
|
— |
|
Other intercompany financing activities |
(13 |
) |
6 |
|
30 |
|
(23 |
) |
— |
|
Net cash (used in) provided by financing activities |
(224 |
) |
20 |
|
9 |
|
(23 |
) |
(218 |
) |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
— |
|
— |
|
13 |
|
— |
|
13 |
|
Net increase in cash, cash equivalents and restricted cash |
8 |
|
64 |
|
16 |
|
— |
|
88 |
|
Cash, cash equivalents and restricted cash, beginning of period |
7 |
|
33 |
|
228 |
|
— |
|
268 |
|
Cash, cash equivalents and restricted cash, end of period |
$ |
15 |
|
97 |
|
244 |
|
— |
|
356 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior Period |
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017 |
|
(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 |
$ |
220 |
|
155 |
|
82 |
|
— |
|
457 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
(13 |
) |
(1 |
) |
(3 |
) |
— |
|
(17 |
) |
Expenditures for television distribution rights |
— |
|
(1 |
) |
— |
|
— |
|
(1 |
) |
Other investing activities |
— |
|
— |
|
— |
|
— |
|
— |
|
Changes in other noncurrent assets |
(2 |
) |
— |
|
(1 |
) |
— |
|
(3 |
) |
Intercompany investing activities |
201 |
|
(522 |
) |
— |
|
321 |
|
— |
|
Net cash provided by (used in) investing activities |
186 |
|
(524 |
) |
(4 |
) |
321 |
|
(21 |
) |
Financing activities: |
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(648 |
) |
— |
|
(2 |
) |
— |
|
(650 |
) |
Principal borrowings of debt from senior secured credit facility |
454 |
|
— |
|
— |
|
— |
|
454 |
|
Dividends paid to Qurate Retail, Inc. |
(183 |
) |
— |
|
— |
|
— |
|
(183 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(22 |
) |
— |
|
(22 |
) |
Other financing activities |
(4 |
) |
— |
|
— |
|
— |
|
(4 |
) |
Net short-term intercompany debt (repayments) borrowings |
(20 |
) |
(1,030 |
) |
1,050 |
|
— |
|
— |
|
Other intercompany financing activities |
(6 |
) |
1,453 |
|
(1,126 |
) |
(321 |
) |
— |
|
Net cash (used in) provided by financing activities |
(407 |
) |
423 |
|
(100 |
) |
(321 |
) |
(405 |
) |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
— |
|
— |
|
9 |
|
— |
|
9 |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
(1 |
) |
54 |
|
(13 |
) |
— |
|
40 |
|
Cash, cash equivalents and restricted cash, beginning of period |
10 |
|
97 |
|
187 |
|
— |
|
294 |
|
Cash, cash equivalents and restricted cash, end of period |
$ |
9 |
|
151 |
|
174 |
|
— |
|
334 |
|
|