Qurate Retail, Inc. Registration of securities issued in business combination transactions

Registration of securities issued in business combination transactions

Guarantor/Non-guarantor Subsidiary Financial Information (Tables)

Guarantor/Non-guarantor Subsidiary Financial Information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Guarantor Non-guarantor Subsidiary Financial Information [Abstract]

Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Year

Condensed consolidated balance sheets

	March 31, 2013

(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	$	3			168			268			—			439
Restricted cash		13			—			2			—			15
Accounts receivable, net		532			—			243			—			775
Inventories		699			—			236			—			935
Deferred income taxes		135			—			20			—			155
Prepaid expenses		22			—			28			—			50

Total current assets		1,404			168			797			—			2,369
Property, plant and equipment, net		243			66			775			—			1,084
Cable and satellite television distribution rights, net		—			589			133			—			722
Goodwill		4,169			—			1,010			—			5,179
Other intangible assets, net		1,245			2,049			167			—			3,461
Other noncurrent assets		16			—			67			—			83
Investments in subsidiaries		3,599			1,750			—			(5,349	)		—

Total assets	$	10,676			4,622			2,949			(5,349	)		12,898

Liabilities and equity
Current liabilities:
Current portion of debt and capital lease obligations	$	2			—			9			—			11
Accounts payable-trade		210			—			212			—			422
Accrued liabilities		264			95			395			—			754
Intercompany accounts (receivable) payable		(368	)		(315	)		683			—			—

Total current liabilities		108			(220	)		1,299			—			1,187
Long-term portion of debt and capital lease obligations		3,527			—			58			—			3,585
Deferred compensation		10			—			1			—			11
Deferred income taxes		423			952			(8	)		—			1,367
Other long-term liabilities		136			—			22			—			158

Total liabilities		4,204			732			1,372			—			6,308

Equity:
QVC, Inc. shareholder's equity		6,472			3,890			1,459			(5,349	)		6,472
Noncontrolling interest		—			—			118			—			118

Total equity		6,472			3,890			1,577			(5,349	)		6,590

Total liabilities and equity	$	10,676			4,622			2,949			(5,349	)		12,898

Condensed consolidated balance sheets



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, Balance Sheets, Prior Year

Condensed consolidated balance sheets



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

Condensed consolidated balance sheets



December 31, 2011
(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	$	3		223		334	—		560
Restricted cash	15			—		—	—		15
Accounts receivable, net	721			—		299	—		1,020
Inventories	693			—		213	—		906
Deferred income taxes	116			—		22	—		138
Prepaid expenses	27			—		27	—		54
Total current assets	1,575			223		895	—		2,693
Property, plant and equipment, net	247			66		771	—		1,084
Cable and satellite television distribution rights, net	—			724		181	—		905
Goodwill	4,169			—		1,070	—		5,239
Other intangible assets, net	1,443			2,049		132	—		3,624
Other noncurrent assets	13			—		12	—		25
Investments in subsidiaries	3,884			1,168		—	(5,052	)	—
Total assets	$	11,331		4,230		3,061	(5,052	)	13,570
Liabilities and equity
Current liabilities:
Current portion of debt and capital lease obligations	$	2		—		8	—		10
Accounts payable-trade	257			—		234	—		491
Accrued liabilities	348			69		400	—		817
Intercompany accounts (receivable) payable	(300		)	(307	)	607	—		—
Total current liabilities	307			(238	)	1,249	—		1,318
Long-term portion of debt and capital lease obligations	2,435			—		45	—		2,480
Deferred compensation	11			—		—	—		11
Deferred income taxes	489			1,002		43	—		1,534
Other long-term liabilities	199			1		8	—		208
Total liabilities	3,441			765		1,345	—		5,551
Equity:
QVC, Inc. shareholder's equity	7,890			3,465		1,587	(5,052	)	7,890
Noncontrolling interest	—			—		129	—		129
Total equity	7,890			3,465		1,716	(5,052	)	8,019
Total liabilities and equity	$	11,331		4,230		3,061	(5,052	)	13,570

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

Condensed consolidated statements of operations



Year ended December 31, 2012
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net revenue	$	5,884		819		2,847		(1,034	)	8,516
Cost of goods sold	3,713			116		1,872		(282	)	5,419
Gross profit	2,171			703		975		(752	)	3,097
Operating expenses:
Operating	173			206		336		—		715
Selling, general and administrative, including stock based compensation	1,002			1		337		(752	)	588
Depreciation	35			4		87		—		126
Amortization of intangible assets	204			130		66		—		400
Intercompany management expense (income)	60			(14	)	(46	)	—		—
	1,474			327		780		(752	)	1,829
Operating income	697			376		195		—		1,268
Other income (expense):
Loss on investments	—			—		(4	)	—		(4	)
Gain on financial instruments	48			—		—		—		48
Interest expense	(233		)	—		(2	)	—		(235	)
Interest income	—			—		2		—		2
Foreign currency (loss) gain	(10		)	4		8		—		2
Intercompany interest (expense) income	(13		)	51		(38	)	—		—
	(208		)	55		(34	)	—		(187	)
Income before income taxes	489			431		161		—		1,081
Income tax expense	(116		)	(141	)	(137	)	—		(394	)
Equity in earnings of subsidiaries, net of tax	251			93		—		(344	)	—
Net income (loss)	624			383		24		(344	)	687
Less net income attributable to the noncontrolling interest	—			—		(63	)	—		(63	)
Net income (loss) attributable to QVC, Inc. shareholder	$	624		383		(39	)	(344	)	624

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

Condensed consolidated statements of operations



Year ended December 31, 2011
(in millions)	Parent issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net revenue	$	5,684		790		2,789		(995	)	8,268
Cost of goods sold	3,580			120		1,833		(255	)	5,278
Gross profit	2,104			670		956		(740	)	2,990
Operating expenses:
Operating	191			201		352		—		744
Selling, general and administrative, including stock based compensation	947			—		328		(740	)	535
Depreciation	36			4		95		—		135
Amortization of intangible assets	242			133		64		—		439
Intercompany management expense (income)	89			(27	)	(62	)	—		—
	1,505			311		777		(740	)	1,853
Operating income	599			359		179		—		1,137
Other income (expense):
Loss on investments	—			—		(2	)	—		(2	)
Gain on financial instruments	50			—		—		—		50
Interest expense	(230		)	—		(1	)	—		(231	)
Interest income	—			—		2		—		2
Foreign currency (loss) gain	(3		)	(2	)	3		—		(2	)
Intercompany interest (expense) income	(9		)	53		(44	)	—		—
	(192		)	51		(42	)	—		(183	)
Income before income taxes	407			410		137		—		954
Income tax expense	(110		)	(124	)	(108	)	—		(342	)
Equity in earnings of subsidiaries, net of tax	263			70		—		(333	)	—
Net income (loss)	560			356		29		(333	)	612
Less net income attributable to the noncontrolling interest	—			—		(52	)	—		(52	)
Net income (loss) attributable to QVC, Inc. shareholder	$	560		356		(23	)	(333	)	560

Condensed consolidated statements of operations



Year ended December 31, 2010
(in millions)	Subsidiary issuer- QVC, Inc.			Combined subsidiary guarantors		Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net revenue	$	5,480		783		2,529		(979	)	7,813
Cost of goods sold	3,478			121		1,663		(254	)	5,008
Gross profit	2,002			662		866		(725	)	2,805
Operating expenses:
Operating	185			202		314		—		701
Selling, general and administrative, including stock based compensation	887			1		286		(725	)	449
Depreciation	37			5		86		—		128
Amortization of intangible assets	197			135		63		—		395
Intercompany management expense (income)	105			(33	)	(72	)	—		—
	1,411			310		677		(725	)	1,673
Operating income	591			352		189		—		1,132
Other income (expense):
(Loss) gain on investments	(27		)	—		132		—		105
Gain on financial instruments	40			—		—		—		40
Interest expense	(414		)	—		(1	)	—		(415	)
Interest income	—			—		2		—		2
Foreign currency (loss) gain	(6		)	(9	)	7		—		(8	)
Other expense	(22		)	—		(1	)	—		(23	)
Intercompany interest (expense) income	(6		)	51		(45	)	—		—
	(435		)	42		94		—		(299	)
Income before income taxes	156			394		283		—		833
Income tax expense	(9		)	(122	)	(151	)	—		(282	)
Equity in earnings of subsidiaries, net of tax	357			78		—		(435	)	—
Net income (loss)	504			350		132		(435	)	551
Less net income attributable to the noncontrolling interest	—			—		(47	)	—		(47	)
Net income (loss) attributable to QVC, Inc. shareholder	$	504		350		85		(435	)	504

Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Current Year

Condensed consolidated statements of comprehensive income (loss)

	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

Consolidated statements of comprehensive income (loss)



December 31, 2012
(in millions)	Subsidiary issuer- QVC, Inc.		Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net income (loss)	$	624	383	24		(344	)	687
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	—		—	(27	)	—		(27	)
Total comprehensive income (loss)	624		383	(3	)	(344	)	660
Comprehensive income attributable to noncontrolling interest	—		—	(44	)	—		(44	)
Comprehensive income (loss) attributable to QVC, Inc. shareholder	624		383	(47	)	(344	)	616

Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior Year

Condensed consolidated 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

Consolidated statements of comprehensive income (loss)



December 31, 2011
(in millions)	Subsidiary issuer- QVC, Inc.		Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net income (loss)	$	560	356	29		(333	)	612
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	—		—	(10	)	—		(10	)
Total comprehensive income (loss)	560		356	19		(333	)	602
Comprehensive income attributable to noncontrolling interest	—		—	(57	)	—		(57	)
Comprehensive income (loss) attributable to QVC, Inc. shareholder	560		356	(38	)	(333	)	545

Consolidated statements of comprehensive income (loss)



December 31, 2010
(in millions)	Subsidiary issuer- QVC, Inc.			Combined subsidiary guarantors	Combined non-guarantor subsidiaries		Eliminations		Consolidated- QVC, Inc. and subsidiaries
Net income (loss)	$	504		350	132		(435	)	551
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—			—	(39	)	—		(39	)
Cash flow hedging derivatives	46			—	—		—		46
Unrealized loss on investment	(77		)	—	—		—		(77	)
Total other comprehensive loss	(31		)	—	(39	)	—		(70	)
Total comprehensive income (loss)	473			350	93		(435	)	481
Comprehensive income attributable to noncontrolling interest	—			—	(62	)	—		(62	)
Comprehensive income (loss) attributable to QVC, Inc. shareholder	473			350	31		(435	)	419

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

Condensed consolidated statements of cash flows



Year ended December 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	618		413		175		—		1,206
Investing activities:
Capital expenditures, net	(69	)	(5	)	(172	)	—		(246	)
Expenditures for cable and satellite television distribution rights	—		(1	)	(1	)	—		(2	)
Cash paid for joint ventures and acquisitions of businesses, net of cash received	—		—		(95	)	—		(95	)
Decrease in restricted cash	2		—		—		—		2
Changes in other noncurrent assets and liabilities	(14	)	(1	)	12		—		(3	)
Intercompany investing activities	346		217		—		(563	)	—
Net cash provided by (used in) investing activities	265		210		(256	)	(563	)	(344	)
Financing activities:
Principal payments of debt and capital lease obligations	(1,237	)	—		(9	)	—		(1,246	)
Principal borrowings of debt	1,717		—		—		—		1,717
Proceeds from issuance of senior secured notes	500		—		—		—		500
Payment of debt origination fees	(7	)	—		—		—		(7	)
Other financing activities	20		—		—		—		20
Dividends paid to Liberty, net	(1,817	)	—		—		—		(1,817	)
Dividends paid to noncontrolling interest	—		—		(29	)	—		(29	)
Net short-term intercompany debt borrowings (repayments)	74		(104	)	30		—		—
Intercompany financing activities	(61	)	(577	)	75		563		—
Net cash (used in) provided by financing activities	(811	)	(681	)	67		563		(862	)
Effect of foreign exchange rate changes on cash and cash equivalents	—		—		(20	)	—		(20	)
Net increase (decrease) in cash and cash equivalents	72		(58	)	(34	)	—		(20	)
Cash and cash equivalents, beginning of year	3		223		334		—		560
Cash and cash equivalents, end of year	75		165		300		—		540

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

Condensed consolidated statements of cash flows



Year ended December 31, 2011
(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	328		380		110		—		818
Investing activities:
Capital expenditures, net	(87	)	(8	)	(164	)	—		(259	)
Expenditures for cable and satellite television distribution rights	—		(2	)	—		—		(2	)
Decrease in restricted cash	1		—		—		—		1
Changes in other noncurrent assets and liabilities	12		—		(8	)	—		4
Intercompany investing activities	382		190		—		(572	)	—
Net cash provided by (used in) investing activities	308		180		(172	)	(572	)	(256	)
Financing activities:
Principal payments of debt and capital lease obligations	(825	)	—		(12	)	—		(837	)
Principal borrowings of debt	465		—		—		—		465
Dividends paid to Liberty, net	(205	)	—		—		—		(205	)
Dividends paid to noncontrolling interest	—		—		(50	)	—		(50	)
Net short-term intercompany debt (repayments) borrowings	(83	)	93		(10	)	—		—
Intercompany financing activities	(29	)	(590	)	47		572		—
Net cash (used in) provided by financing activities	(677	)	(497	)	(25	)	572		(627	)
Effect of foreign exchange rate changes on cash and cash equivalents	—		—		4		—		4
Net (decrease) increase in cash and cash equivalents	(41	)	63		(83	)	—		(61	)
Cash and cash equivalents, beginning of year	44		160		417		—		621
Cash and cash equivalents, end of year	3		223		334		—		560

Condensed consolidated statements of cash flows



Year ended December 31, 2010
(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	773		371		60		—		1,204
Investing activities:
Capital expenditures, net	(25	)	(1	)	(194	)	—		(220	)
Expenditures for cable and satellite television distribution rights	—		(2	)	(2	)	—		(4	)
Proceeds from joint ventures and equity investees	—		—		220		—		220
Decrease in restricted cash	2		—		—		—		2
Changes in other noncurrent assets and liabilities	1		—		(8	)	—		(7	)
Intercompany investing activities	380		324		—		(704	)	—
Net cash provided by (used in) investing activities	358		321		16		(704	)	(9	)
Financing activities:
Principal payments of debt and capital lease obligations	(4,131	)	—		(11	)	—		(4,142	)
Principal borrowings of debt	1,905		—		—		—		1,905
Proceeds from issuance of senior secured notes	1,000		—		—		—		1,000
Payment of debt origination fees	(27	)	—		—		—		(27	)
Dividends paid to Liberty, net	(9	)	—		—		—		(9	)
Dividends paid to noncontrolling interest	—		—		(63	)	—		(63	)
Net short-term intercompany debt borrowings (repayments)	97		14		(111	)	—		—
Intercompany financing activities	—		(739	)	35		704		—
Net cash (used in) provided by financing activities	(1,165	)	(725	)	(150	)	704		(1,336	)
Effect of foreign exchange rate changes on cash and cash equivalents	—		—		14		—		14
Net decrease in cash and cash equivalents	(34	)	(33	)	(60	)	—		(127	)
Cash and cash equivalents, beginning of year	78		193		477		—		748
Cash and cash equivalents, end of year	44		160		417		—		621