Qurate Retail, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Long-Term Debt

Long-Term Debt

6 Months Ended

Jun. 30, 2012

Long-term Debt, Unclassified [Abstract]

Debt is summarized as follows:



		Outstanding principal June 30, 2012		Carrying value
		Outstanding principal June 30, 2012		June 30, 2012			December 31, 2011
		amounts in millions
Senior notes and debentures
	5.7% Senior Notes due 2013	309		308			308
	8.5% Senior Debentures due 2029	287		285			285
	8.25% Senior Debentures due 2030	504		501			501
Exchangeable Senior Debentures
	3.125% Exchangeable Senior Debentures due 2023	1,138		1,395			1,275
	4% Exchangeable Senior Debentures due 2029	469		275			258
	3.75% Exchangeable Senior Debentures due 2030	460		254			235
	3.5% Exchangeable Senior Debentures due 2031	373		263			341
	3.25% Exchangeable Senior Debentures due 2031	414		361			334
QVC 7.125% Senior Secured Notes due 2017		500		500			500
QVC 7.5% Senior Secured Notes due 2019		1,000		987			986
QVC 7.375% Senior Secured Notes due 2020		500		500			500
QVC Bank Credit Facilities		302		302			434
Other subsidiary debt		118		118			82
	Total consolidated Liberty debt	$	6,374	6,049			6,039
	Less current maturities			(1,485		)	(1,189	)
	Total long-term debt			$	4,564		4,850

QVC Bank Credit Facilities

The QVC Bank Credit Facilities provide for a $2 billion revolving credit facility, with a $250 million sub-limit for standby letters of credit. Availability under the QVC Bank Credit Facilities at June 30, 2012 was $1.7 billion. The $302 million outstanding principal matures in September 2015. As discussed in note 10, Liberty shareholders will decide on a recapitalization of Liberty common stock into two tracking stocks that, if approved, would require additional funds to be drawn on the QVC Bank Credit Facility in the third quarter of 2012. Those funds would be attributed to the Liberty Ventures tracking stock group.

QVC was in compliance with all of its debt covenants at June 30, 2012.

In July 2012, QVC issued $500 million principal amount of 5.125% Senior Secured Notes due 2022 at par. The net proceeds from the issuance of these instruments were used to reduce the outstanding principal under the QVC Bank Credit Facilities and for general corporate purposes.

QVC Interest Rate Swap Arrangements

During the third quarter of 2009, QVC entered into seven forward interest rate swap arrangements with an aggregate notional amount of $1.8 billion. Such arrangements provide for payments that began in March 2011 through March 2013. QVC will make fixed payments at rates ranging from 2.98% to 3.67% and receive variable payments at 3 month LIBOR (0.47% at June 30, 2012). Additionally, during 2011, QVC entered into seven additional swap arrangements with an aggregate notional amount of $1.4 billion requiring QVC to make variable payments, that began in June 2011 through March 2013, at 3 month LIBOR (0.47% at June 30, 2012) and receive fixed payments, that began in June 2011 through March 2013, ranging from 0.57% to 0.95%. These swap arrangements do not qualify as cash flow hedges under GAAP. Accordingly, changes in the fair value of the swaps are reflected in realized and unrealized gains or losses on financial instruments in the accompanying condensed consolidated statements of operations.

Other Subsidiary Debt

Other subsidiary debt at June 30, 2012 is comprised of capitalized satellite transponder lease obligations and bank debt of certain subsidiaries.

Fair Value of Debt

Liberty estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to Liberty for debt of the same remaining maturities (level 2). The fair value of Liberty's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at June 30, 2012 is as follows (amounts in millions):



Senior notes	$	317
Senior debentures	$	816
QVC senior secured notes	$	2,201

Due to the variable rate nature, Liberty believes that the carrying amount of its subsidiary debt not discussed above approximated fair value at June 30, 2012.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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