| Guarantor/Non-guarantor Subsidiary Financial Information |
Guarantor/Non-guarantor Subsidiary Financial Information
The following information contains the condensed 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 Rocky Mount, Inc.; QVC San Antonio, LLC; QVC Global Holdings I, Inc.; and QVC Global Holdings II, Inc.) and the combined non-guarantor subsidiaries pursuant to Rule 3-10 of Regulation S-X.
In connection with the Fourth Amended and Restated Credit Agreement (refer to Note 6) on December 31, 2018, the following subsidiaries became part of the combined subsidiary guarantors: QVC Deutschland GP, Inc.; HSN, Inc.; HSNi, LLC; HSN Holding LLC; AST Sub, Inc.; Home Shopping Network En Espanol, L.P.; Home Shopping Network En Espanol, L.L.C; H.O.T. Networks Holdings (Delaware) LLC; HSN of Nevada LLC; Ingenious Designs LLC; NLG Merger Corp.; Ventana Television, Inc. and Ventana Television Holdings, Inc. The Company has shown all of the subsidiaries of our HSN segment as combined subsidiary guarantors as of December 29, 2017, the date in which HSN became a subsidiary of QVC through a common control transaction with Qurate Retail.
These condensed consolidating financial statements have been prepared from the Company's financial information on the same basis of accounting as the Company's condensed 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, interest income and expense and gains on intercompany asset transfers. 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 condensed consolidated financial statements.
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019 |
|
(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 |
$ |
15 |
|
147 |
|
277 |
|
— |
|
439 |
|
Restricted cash |
5 |
|
— |
|
2 |
|
— |
|
7 |
|
Accounts receivable, net |
929 |
|
221 |
|
269 |
|
— |
|
1,419 |
|
Inventories |
759 |
|
312 |
|
284 |
|
— |
|
1,355 |
|
Prepaid expenses and other current assets |
68 |
|
25 |
|
49 |
|
— |
|
142 |
|
Total current assets |
1,776 |
|
705 |
|
881 |
|
— |
|
3,362 |
|
Property and equipment, net |
273 |
|
214 |
|
666 |
|
— |
|
1,153 |
|
Operating lease right-of-use asset |
2 |
|
15 |
|
140 |
|
— |
|
157 |
|
Television distribution rights, net |
— |
|
211 |
|
1 |
|
— |
|
212 |
|
Goodwill |
4,190 |
|
922 |
|
856 |
|
— |
|
5,968 |
|
Other intangible assets, net |
538 |
|
3,103 |
|
24 |
|
— |
|
3,665 |
|
Other noncurrent assets |
11 |
|
19 |
|
57 |
|
— |
|
87 |
|
Investments in subsidiaries |
5,565 |
|
922 |
|
— |
|
(6,487 |
) |
— |
|
Total assets |
$ |
12,355 |
|
6,111 |
|
2,625 |
|
(6,487 |
) |
14,604 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and finance lease obligations |
$ |
403 |
|
1 |
|
16 |
|
— |
|
420 |
|
Accounts payable-trade |
372 |
|
162 |
|
255 |
|
— |
|
789 |
|
Accrued liabilities |
150 |
|
444 |
|
334 |
|
— |
|
928 |
|
Intercompany accounts payable (receivable) |
55 |
|
(1,177 |
) |
1,122 |
|
— |
|
— |
|
Total current liabilities |
980 |
|
(570 |
) |
1,727 |
|
— |
|
2,137 |
|
Long-term portion of debt and finance lease obligations |
4,646 |
|
6 |
|
147 |
|
— |
|
4,799 |
|
Deferred income taxes |
68 |
|
690 |
|
(59 |
) |
— |
|
699 |
|
Other long-term liabilities |
129 |
|
52 |
|
149 |
|
— |
|
330 |
|
Total liabilities |
5,823 |
|
178 |
|
1,964 |
|
— |
|
7,965 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
6,532 |
|
5,933 |
|
554 |
|
(6,487 |
) |
6,532 |
|
Noncontrolling interest |
— |
|
— |
|
107 |
|
— |
|
107 |
|
Total equity |
6,532 |
|
5,933 |
|
661 |
|
(6,487 |
) |
6,639 |
|
Total liabilities and equity |
$ |
12,355 |
|
6,111 |
|
2,625 |
|
(6,487 |
) |
14,604 |
|
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 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 |
$ |
73 |
|
192 |
|
278 |
|
— |
|
543 |
|
Restricted cash |
5 |
|
— |
|
2 |
|
— |
|
7 |
|
Accounts receivable, net |
1,166 |
|
307 |
|
314 |
|
— |
|
1,787 |
|
Inventories |
725 |
|
310 |
|
245 |
|
— |
|
1,280 |
|
Prepaid expenses and other current assets |
95 |
|
73 |
|
48 |
|
— |
|
216 |
|
Total current assets |
2,064 |
|
882 |
|
887 |
|
— |
|
3,833 |
|
Property and equipment, net |
281 |
|
213 |
|
671 |
|
— |
|
1,165 |
|
Television distribution rights, net |
— |
|
139 |
|
1 |
|
— |
|
140 |
|
Goodwill |
4,190 |
|
922 |
|
860 |
|
— |
|
5,972 |
|
Other intangible assets, net |
529 |
|
3,116 |
|
21 |
|
— |
|
3,666 |
|
Other noncurrent assets |
8 |
|
20 |
|
52 |
|
— |
|
80 |
|
Investments in subsidiaries |
5,523 |
|
885 |
|
— |
|
(6,408 |
) |
— |
|
Total assets |
$ |
12,595 |
|
6,177 |
|
2,492 |
|
(6,408 |
) |
14,856 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
403 |
|
1 |
|
17 |
|
— |
|
421 |
|
Accounts payable-trade |
494 |
|
201 |
|
313 |
|
— |
|
1,008 |
|
Accrued liabilities |
358 |
|
394 |
|
274 |
|
— |
|
1,026 |
|
Intercompany accounts (receivable) payable |
(95 |
) |
(1,015 |
) |
1,110 |
|
— |
|
— |
|
Total current liabilities |
1,160 |
|
(419 |
) |
1,714 |
|
— |
|
2,455 |
|
Long-term portion of debt and capital lease obligations |
4,540 |
|
6 |
|
153 |
|
— |
|
4,699 |
|
Deferred income taxes |
63 |
|
695 |
|
(58 |
) |
— |
|
700 |
|
Other long-term liabilities |
122 |
|
34 |
|
17 |
|
— |
|
173 |
|
Total liabilities |
5,885 |
|
316 |
|
1,826 |
|
— |
|
8,027 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
6,710 |
|
5,861 |
|
547 |
|
(6,408 |
) |
6,710 |
|
Noncontrolling interest |
— |
|
— |
|
119 |
|
— |
|
119 |
|
Total equity |
6,710 |
|
5,861 |
|
666 |
|
(6,408 |
) |
6,829 |
|
Total liabilities and equity |
$ |
12,595 |
|
6,177 |
|
2,492 |
|
(6,408 |
) |
14,856 |
|
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2019 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,387 |
|
713 |
|
697 |
|
(296 |
) |
2,501 |
|
Operating costs and expenses |
|
|
|
|
|
Cost of goods sold (exclusive of depreciation and amortization shown separately below) |
845 |
|
373 |
|
429 |
|
(37 |
) |
1,610 |
|
Operating |
103 |
|
94 |
|
70 |
|
(90 |
) |
177 |
|
Selling, general and administrative, including transaction related costs and stock-based compensation |
273 |
|
54 |
|
112 |
|
(169 |
) |
270 |
|
Depreciation |
16 |
|
9 |
|
21 |
|
— |
|
46 |
|
Amortization |
19 |
|
50 |
|
3 |
|
— |
|
72 |
|
|
1,256 |
|
580 |
|
635 |
|
(296 |
) |
2,175 |
|
Operating income |
131 |
|
133 |
|
62 |
|
— |
|
326 |
|
Other (expense) income: |
|
|
|
|
|
Losses on financial instruments |
(2 |
) |
— |
|
— |
|
— |
|
(2 |
) |
Interest (expense) income, net |
(61 |
) |
2 |
|
(2 |
) |
— |
|
(61 |
) |
Foreign currency loss |
(2 |
) |
— |
|
(1 |
) |
— |
|
(3 |
) |
Intercompany interest income (expense) |
8 |
|
8 |
|
(16 |
) |
— |
|
— |
|
|
(57 |
) |
10 |
|
(19 |
) |
— |
|
(66 |
) |
Income before income taxes |
74 |
|
143 |
|
43 |
|
— |
|
260 |
|
Income tax expense |
(26 |
) |
(25 |
) |
(23 |
) |
— |
|
(74 |
) |
Equity in earnings of subsidiaries, net of tax |
138 |
|
5 |
|
— |
|
(143 |
) |
— |
|
Net income |
186 |
|
123 |
|
20 |
|
(143 |
) |
186 |
|
Less net income attributable to the noncontrolling interest |
(10 |
) |
— |
|
(10 |
) |
10 |
|
(10 |
) |
Net income attributable to QVC, Inc. stockholder |
$ |
176 |
|
123 |
|
10 |
|
(133 |
) |
176 |
|
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 |
|
732 |
|
728 |
|
(313 |
) |
2,602 |
|
Operating costs and expenses |
|
|
|
|
|
Cost of goods sold (exclusive of depreciation and amortization shown separately below) |
878 |
|
371 |
|
447 |
|
(40 |
) |
1,656 |
|
Operating |
102 |
|
126 |
|
74 |
|
(89 |
) |
213 |
|
Selling, general and administrative, including transaction related costs and stock-based compensation |
279 |
|
69 |
|
113 |
|
(184 |
) |
277 |
|
Depreciation |
16 |
|
9 |
|
19 |
|
— |
|
44 |
|
Amortization |
20 |
|
33 |
|
3 |
|
— |
|
56 |
|
|
1,295 |
|
608 |
|
656 |
|
(313 |
) |
2,246 |
|
Operating income |
160 |
|
124 |
|
72 |
|
— |
|
356 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
1 |
|
— |
|
1 |
|
Interest expense, net |
(57 |
) |
(8 |
) |
— |
|
— |
|
(65 |
) |
Gains on financial instruments |
— |
|
1 |
|
— |
|
— |
|
1 |
|
Foreign currency (loss) gain |
(4 |
) |
— |
|
3 |
|
— |
|
(1 |
) |
Intercompany interest (expense) income |
(7 |
) |
38 |
|
(31 |
) |
— |
|
— |
|
|
(68 |
) |
31 |
|
(27 |
) |
— |
|
(64 |
) |
Income before income taxes |
92 |
|
155 |
|
45 |
|
— |
|
292 |
|
Income tax expense |
(22 |
) |
(35 |
) |
(23 |
) |
— |
|
(80 |
) |
Equity in earnings of subsidiaries, net of tax |
142 |
|
25 |
|
— |
|
(167 |
) |
— |
|
Net income |
212 |
|
145 |
|
22 |
|
(167 |
) |
212 |
|
Less net income attributable to the noncontrolling interest |
(11 |
) |
— |
|
(11 |
) |
11 |
|
(11 |
) |
Net income attributable to QVC, Inc. stockholder |
$ |
201 |
|
145 |
|
11 |
|
(156 |
) |
201 |
|
Condensed Consolidating Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2019 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income |
$ |
186 |
|
123 |
|
20 |
|
(143 |
) |
186 |
|
Foreign currency translation adjustments |
(6 |
) |
— |
|
(6 |
) |
6 |
|
(6 |
) |
Total comprehensive income |
180 |
|
123 |
|
14 |
|
(137 |
) |
180 |
|
Comprehensive income attributable to noncontrolling interest |
(10 |
) |
— |
|
(10 |
) |
10 |
|
(10 |
) |
Comprehensive income attributable to QVC, Inc. stockholder |
$ |
170 |
|
123 |
|
4 |
|
(127 |
) |
170 |
|
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 |
$ |
212 |
|
145 |
|
22 |
|
(167 |
) |
212 |
|
Foreign currency translation adjustments |
70 |
|
— |
|
70 |
|
(70 |
) |
70 |
|
Total comprehensive income |
282 |
|
145 |
|
92 |
|
(237 |
) |
282 |
|
Comprehensive income attributable to noncontrolling interest |
(18 |
) |
— |
|
(18 |
) |
18 |
|
(18 |
) |
Comprehensive income attributable to QVC, Inc. stockholder |
$ |
264 |
|
145 |
|
74 |
|
(219 |
) |
264 |
|
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2019 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
$ |
(1 |
) |
233 |
|
35 |
|
— |
|
267 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
(24 |
) |
(10 |
) |
(20 |
) |
— |
|
(54 |
) |
Expenditures for television distribution rights |
— |
|
(52 |
) |
— |
|
— |
|
(52 |
) |
Changes in other noncurrent assets |
(8 |
) |
1 |
|
(3 |
) |
— |
|
(10 |
) |
Other investing activities |
— |
|
29 |
|
— |
|
— |
|
29 |
|
Intercompany investing activities |
82 |
|
(333 |
) |
— |
|
251 |
|
— |
|
Net cash provided by (used in) investing activities |
50 |
|
(365 |
) |
(23 |
) |
251 |
|
(87 |
) |
Financing activities: |
|
|
|
|
|
Principal payments of debt and finance lease obligations |
(560 |
) |
— |
|
(3 |
) |
— |
|
(563 |
) |
Principal borrowings of debt from senior secured credit facility |
663 |
|
— |
|
— |
|
— |
|
663 |
|
Dividends paid to Qurate Retail, Inc. |
(354 |
) |
— |
|
— |
|
— |
|
(354 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(22 |
) |
— |
|
(22 |
) |
Other financing activities |
(4 |
) |
— |
|
— |
|
— |
|
(4 |
) |
Net short-term intercompany debt borrowings (repayments) |
150 |
|
(162 |
) |
12 |
|
— |
|
— |
|
Other intercompany financing activities |
(2 |
) |
249 |
|
4 |
|
(251 |
) |
— |
|
Net cash (used in) provided by financing activities |
(107 |
) |
87 |
|
(9 |
) |
(251 |
) |
(280 |
) |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
— |
|
— |
|
(4 |
) |
— |
|
(4 |
) |
Net decrease in cash, cash equivalents and restricted cash |
(58 |
) |
(45 |
) |
(1 |
) |
— |
|
(104 |
) |
Cash, cash equivalents and restricted cash, beginning of period |
78 |
|
192 |
|
280 |
|
— |
|
550 |
|
Cash, cash equivalents and restricted cash, end of period |
$ |
20 |
|
147 |
|
279 |
|
— |
|
446 |
|
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 |
|
164 |
|
14 |
|
— |
|
344 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
(18 |
) |
(3 |
) |
(17 |
) |
— |
|
(38 |
) |
Expenditures for television distribution rights |
— |
|
(19 |
) |
(1 |
) |
— |
|
(20 |
) |
Other investing activities |
— |
|
(25 |
) |
— |
|
— |
|
(25 |
) |
Changes in other noncurrent assets |
2 |
|
— |
|
(2 |
) |
— |
|
— |
|
Intercompany investing activities |
82 |
|
(105 |
) |
— |
|
23 |
|
— |
|
Net cash provided by (used in) investing activities |
66 |
|
(152 |
) |
(20 |
) |
23 |
|
(83 |
) |
Financing activities: |
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(964 |
) |
(70 |
) |
(3 |
) |
— |
|
(1,037 |
) |
Principal borrowings of debt from senior secured credit facility |
872 |
|
110 |
|
— |
|
— |
|
982 |
|
Capital contributions 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 |
) |
— |
|
— |
|
(14 |
) |
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 |
) |
53 |
|
9 |
|
(23 |
) |
(185 |
) |
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 |
|
65 |
|
16 |
|
— |
|
89 |
|
Cash, cash equivalents and restricted cash, beginning of period |
7 |
|
55 |
|
228 |
|
— |
|
290 |
|
Cash, cash equivalents and restricted cash, end of period |
$ |
15 |
|
120 |
|
244 |
|
— |
|
379 |
|
|