Quarterly report pursuant to Section 13 or 15(d)

Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)

v2.4.0.8
Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
6 Months Ended
Jun. 30, 2013
Guarantor Non-guarantor Subsidiary Financial Information [Abstract]  
Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Period
June 30, 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
$
8

164

244


416

Restricted cash
13


2


15

Accounts receivable, net
460


242


702

Inventories
687


264


951

Deferred income taxes
137


22


159

Prepaid expenses
21


40


61

Total current assets
1,326

164

814


2,304

Property, plant and equipment, net
242

64

755


1,061

Cable and satellite television distribution rights, net

554

125


679

Goodwill
4,169


1,001


5,170

Other intangible assets, net
1,206

2,049

166


3,421

Other noncurrent assets
10


65


75

Investments in subsidiaries
3,586

1,715


(5,301
)

Total assets
$
10,539

4,546

2,926

(5,301
)
12,710

Liabilities and equity
Current liabilities:





Current portion of debt and capital lease obligations
$
2


9


11

Accounts payable-trade
236


208


444

Accrued liabilities
232

45

414


691

Intercompany accounts (receivable) payable
(364
)
(309
)
673



Total current liabilities
106

(264
)
1,304


1,146

Long-term portion of debt and capital lease obligations
3,813


57


3,870

Deferred compensation
13


1


14

Deferred income taxes
417

944

(14
)

1,347

Other long-term liabilities
132


18


150

Total liabilities
4,481

680

1,366


6,527

Equity:





QVC, Inc. shareholder's equity
6,058

3,866

1,435

(5,301
)
6,058

Noncontrolling interest


125


125

Total equity
6,058

3,866

1,560

(5,301
)
6,183

Total liabilities and equity
$
10,539

4,546

2,926

(5,301
)
12,710

Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Period
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, Statements of Operations, Current Period
Six months ended June 30, 2013
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
2,752

365

1,277

(459
)
3,935

Cost of goods sold
1,690

49

860

(120
)
2,479

Gross profit
1,062

316

417

(339
)
1,456

Operating expenses:





Operating
92

93

159


344

Selling, general and administrative, including stock-based compensation
463


169

(339
)
293

Depreciation
19

3

41


63

Amortization of intangible assets
102

70

39


211

Intercompany management expense (income)
32

(7
)
(25
)



708

159

383

(339
)
911

Operating income
354

157

34


545

Other income (expense):





Equity in losses of investee


(1
)

(1
)
Gains on financial instruments
12


3


15

Interest expense
(112
)
(1
)


(113
)
Foreign currency (loss) gain
(2
)
(1
)
2


(1
)
Loss on extinguishment of debt
(57
)



(57
)
Intercompany interest (expense) income
(7
)
25

(18
)



(166
)
23

(14
)

(157
)
Income before income taxes
188

180

20


388

Income tax expense
(32
)
(60
)
(51
)

(143
)
Equity in earnings of subsidiaries, net of tax
89

26


(115
)

Net income (loss)
245

146

(31
)
(115
)
245

Less net income attributable to the noncontrolling interest
(25
)

(25
)
25

(25
)
Net income (loss) attributable to QVC, Inc. shareholder
$
220

146

(56
)
(90
)
220

Condensed consolidated statements of operations
Three months ended June 30, 2013
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
1,384

182

623

(228
)
1,961

Cost of goods sold
836

23

427

(59
)
1,227

Gross profit
548

159

196

(169
)
734

Operating expenses:





Operating
47

48

76


171

Selling, general and administrative, including stock-based compensation
227


80

(169
)
138

Depreciation
9

2

22


33

Amortization of intangible assets
51

36

20


107

Intercompany management expense (income)
15

(4
)
(11
)



349

82

187

(169
)
449

Operating income
199

77

9


285

Other (expense) income:





Equity in losses of investee


(2
)

(2
)
Gains on financial instruments


3


3

Interest (expense) income
(50
)
(1
)
1


(50
)
Foreign currency (loss) gain
(1
)

1



Loss on extinguishment of debt
(16
)



(16
)
Intercompany interest (expense) income
(4
)
12

(8
)



(71
)
11

(5
)

(65
)
Income before income taxes
128

88

4


220

Income tax expense
(21
)
(32
)
(28
)

(81
)
Equity in earnings of subsidiaries, net of tax
32

11


(43
)

Net income (loss)
139

67

(24
)
(43
)
139

Less net income attributable to the noncontrolling interest
(13
)

(13
)
13

(13
)
Net income (loss) attributable to QVC, Inc. shareholder
$
126

67

(37
)
(30
)
126

Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior Period
Condensed consolidated statements of operations
Three months ended June 30, 2012
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
1,352

182

670

(230
)
1,974

Cost of goods sold
830

27

437

(60
)
1,234

Gross profit
522

155

233

(170
)
740

Operating expenses:





Operating
45

47

84


176

Selling, general and administrative, including stock-based compensation
217


87

(170
)
134

Depreciation
9

1

23


33

Amortization of intangible assets
48

33

15


96

Intercompany management expense (income)
44

(18
)
(26
)



363

63

183

(170
)
439

Operating income
159

92

50


301

Other income (expense):





Gains on financial instruments
12


1


13

Interest expense
(56
)

(1
)

(57
)
Foreign currency loss
(3
)
(5
)


(8
)
Intercompany interest (expense) income
(3
)
12

(9
)



(50
)
7

(9
)

(52
)
Income before income taxes
109

99

41


249

Income tax expense
(29
)
(29
)
(34
)

(92
)
Equity in earnings of subsidiaries, net of tax
77

17


(94
)

Net income (loss)
157

87

7

(94
)
157

Less net income attributable to the noncontrolling interest
(15
)

(15
)
15

(15
)
Net income (loss) attributable to QVC, Inc. shareholder
$
142

87

(8
)
(79
)
142

Six months ended June 30, 2012
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
2,662

354

1,342

(452
)
3,906

Cost of goods sold
1,653

54

876

(119
)
2,464

Gross profit
1,009

300

466

(333
)
1,442

Operating expenses:





Operating
88

92

171


351

Selling, general and administrative, including stock-based compensation
440


169

(333
)
276

Depreciation
17

2

45


64

Amortization of intangible assets
96

65

31


192

Intercompany management expense (income)
40

(15
)
(25
)



681

144

391

(333
)
883

Operating income
328

156

75


559

Other income (expense):





Gains on financial instruments
24




24

Interest expense
(111
)



(111
)
Foreign currency (loss) gain
(5
)

3


(2
)
Intercompany interest (expense) income
(6
)
25

(19
)



(98
)
25

(16
)

(89
)
Income before income taxes
230

181

59


470

Income tax expense
(63
)
(54
)
(57
)

(174
)
Equity in earnings of subsidiaries, net of tax
129

34


(163
)

Net income (loss)
296

161

2

(163
)
296

Less net income attributable to the noncontrolling interest
(29
)

(29
)
29

(29
)
Net income (loss) attributable to QVC, Inc. shareholder
$
267

161

(27
)
(134
)
267

Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Current Year
Six months ended June 30, 2013
 
(in millions)
Subsidiary
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income (loss)
$
245

146

(31
)
(115
)
245

Foreign currency translation adjustments
(107
)

(107
)
107

(107
)
Total comprehensive income (loss)
138

146

(138
)
(8
)
138

Comprehensive (income) loss attributable to noncontrolling interest
(6
)

(6
)
6

(6
)
Comprehensive income (loss) attributable to QVC, Inc. shareholder
$
132

146

(144
)
(2
)
132

Condensed consolidated statements of comprehensive income (loss)
Three months ended June 30, 2013
 
(in millions)
Subsidiary
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income (loss)
$
139

67

(24
)
(43
)
139

Foreign currency translation adjustments
(16
)

(16
)
16

(16
)
Total comprehensive income (loss)
123

67

(40
)
(27
)
123

Comprehensive (income) loss attributable to noncontrolling interest
(7
)

(7
)
7

(7
)
Comprehensive income (loss) attributable to QVC, Inc. shareholder
116

67

(47
)
(20
)
116

Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior Year
Six months ended June 30, 2012
 
(in millions)
Subsidiary
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income (loss)
$
296

161

2

(163
)
296

Foreign currency translation adjustments
(36
)

(36
)
36

(36
)
Total comprehensive income (loss)
260

161

(34
)
(127
)
260

Comprehensive (income) loss attributable to noncontrolling interest
(23
)

(23
)
23

(23
)
Comprehensive income (loss) attributable to QVC, Inc. shareholder
$
237

161

(57
)
(104
)
237

Three months ended June 30, 2012
 
(in millions)
Subsidiary
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income (loss)
$
157

87

7

(94
)
157

Foreign currency translation adjustments
(49
)

(49
)
49

(49
)
Total comprehensive income (loss)
108

87

(42
)
(45
)
108

Comprehensive (income) loss attributable to noncontrolling interest
(19
)

(19
)
19

(19
)
Comprehensive income (loss) attributable to QVC, Inc. shareholder
89

87

(61
)
(26
)
89

Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Year
Condensed consolidated statements of cash flows
Six months ended June 30, 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
$
358

115

(31
)

442

Investing activities:










Capital expenditures, net
(33
)

(42
)

(75
)
Expenditures for cable and satellite television distribution rights, net

(25
)
(1
)

(26
)
Changes in other noncurrent assets
4


(3
)

1

Intercompany investing activities
292

149


(441
)

Net cash provided by (used in) investing activities
263

124

(46
)
(441
)
(100
)
Financing activities:










Principal payments of debt and capital lease obligations
(1,690
)

(5
)

(1,695
)
Principal borrowings of debt from senior secured credit facility
1,053




1,053

Proceeds from issuance of senior secured notes, net of original issue discount
1,050




1,050

Payment of debt origination fees
(16
)



(16
)
Payment of bond premium fees
(46
)



(46
)
Other financing activities
7




7

Dividends paid to Liberty, net
(765
)



(765
)
Dividend paid to noncontrolling interest


(25
)

(25
)
Net short-term intercompany debt (repayments) borrowings
(138
)
102

36



Intercompany financing activities
(143
)
(342
)
44

441


Net cash (used in) provided by financing activities
(688
)
(240
)
50

441

(437
)
Effect of foreign exchange rate changes on cash and cash equivalents


(29
)

(29
)
Net decrease in cash and cash equivalents
(67
)
(1
)
(56
)

(124
)
Cash and cash equivalents, beginning of period
75

165

300


540

Cash and cash equivalents, end of period
$
8

164

244


416

Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior Year
Condensed consolidated statements of cash flows
Six months ended June 30, 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
$
403

171

69


643

Investing activities:





Capital expenditures, net
(20
)
(1
)
(80
)

(101
)
Expenditures for cable and satellite television distribution rights, net

(1
)
(1
)

(2
)
Cash paid for joint ventures and acquisitions of businesses, net of cash received


(27
)

(27
)
Decrease in restricted cash
2




2

Changes in other noncurrent assets
2

(1
)


1

Intercompany investing activities
306

189


(495
)

Net cash provided by (used in) investing activities
290

186

(108
)
(495
)
(127
)
Financing activities:










Principal payments of debt and capital lease obligations
(774
)

(5
)

(779
)
Principal borrowings of debt from senior secured credit facility
648




648

Dividends paid to Liberty, net
(458
)



(458
)
Dividend paid to noncontrolling interest


(29
)

(29
)
Net short-term intercompany debt (repayments) borrowings
(45
)
24

21



Intercompany financing activities
(64
)
(441
)
10

495


Net cash used in financing activities
(693
)
(417
)
(3
)
495

(618
)
Effect of foreign exchange rate changes on cash and cash equivalents


(12
)

(12
)
Net decrease in cash and cash equivalents

(60
)
(54
)

(114
)
Cash and cash equivalents, beginning of period
3

223

334


560

Cash and cash equivalents, end of period
$
3

163

280


446