Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
|
3 Months Ended |
Mar. 31, 2019 |
|---|
| Guarantor Non-guarantor Subsidiary Financial Information [Abstract] |
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Period |
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 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Period |
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 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Current Period |
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 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior 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 |
|
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 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Current Period |
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 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior 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 |
$ |
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 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Period |
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 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior 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 |
|
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 |
|
|