Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
|
9 Months Ended |
Sep. 30, 2013
|
Guarantor Non-guarantor Subsidiary Financial Information [Abstract] |
|
Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Period |
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September 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 |
|
170 |
|
191 |
|
— |
|
369 |
|
Restricted cash |
11 |
|
— |
|
2 |
|
— |
|
13 |
|
Accounts receivable, net |
494 |
|
— |
|
236 |
|
— |
|
730 |
|
Inventories |
800 |
|
— |
|
323 |
|
— |
|
1,123 |
|
Deferred income taxes |
139 |
|
— |
|
17 |
|
— |
|
156 |
|
Prepaid expenses |
19 |
|
— |
|
44 |
|
— |
|
63 |
|
Total current assets |
1,471 |
|
170 |
|
813 |
|
— |
|
2,454 |
|
Property, plant and equipment, net |
248 |
|
65 |
|
768 |
|
— |
|
1,081 |
|
Cable and satellite television distribution rights, net |
— |
|
533 |
|
121 |
|
— |
|
654 |
|
Goodwill |
4,169 |
|
— |
|
1,036 |
|
— |
|
5,205 |
|
Other intangible assets, net |
1,165 |
|
2,050 |
|
159 |
|
— |
|
3,374 |
|
Other noncurrent assets |
11 |
|
— |
|
66 |
|
— |
|
77 |
|
Investments in subsidiaries |
4,829 |
|
1,702 |
|
— |
|
(6,531 |
) |
— |
|
Total assets |
$ |
11,893 |
|
4,520 |
|
2,963 |
|
(6,531 |
) |
12,845 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
302 |
|
— |
|
8 |
|
— |
|
310 |
|
Accounts payable-trade |
292 |
|
— |
|
243 |
|
— |
|
535 |
|
Accrued liabilities |
281 |
|
58 |
|
377 |
|
— |
|
716 |
|
Intercompany accounts payable (receivable) |
867 |
|
(761 |
) |
(106 |
) |
— |
|
— |
|
Total current liabilities |
1,742 |
|
(703 |
) |
522 |
|
— |
|
1,561 |
|
Long-term portion of debt and capital lease obligations |
3,496 |
|
— |
|
56 |
|
— |
|
3,552 |
|
Deferred compensation |
14 |
|
— |
|
1 |
|
— |
|
15 |
|
Deferred income taxes |
404 |
|
933 |
|
(13 |
) |
— |
|
1,324 |
|
Other long-term liabilities |
135 |
|
— |
|
20 |
|
— |
|
155 |
|
Total liabilities |
5,791 |
|
230 |
|
586 |
|
— |
|
6,607 |
|
Equity: |
|
|
|
|
|
QVC, Inc. shareholder's equity |
6,102 |
|
4,290 |
|
2,241 |
|
(6,531 |
) |
6,102 |
|
Noncontrolling interest |
— |
|
— |
|
136 |
|
— |
|
136 |
|
Total equity |
6,102 |
|
4,290 |
|
2,377 |
|
(6,531 |
) |
6,238 |
|
Total liabilities and equity |
$ |
11,893 |
|
4,520 |
|
2,963 |
|
(6,531 |
) |
12,845 |
|
|
Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Period |
Condensed consolidating balance sheet - Adjusted
|
|
|
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|
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|
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 |
4,844 |
|
1,838 |
|
— |
|
(6,682 |
) |
— |
|
Total assets |
$ |
12,230 |
|
4,737 |
|
3,153 |
|
(6,682 |
) |
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 payable (receivable) |
829 |
|
(816 |
) |
(13 |
) |
— |
|
— |
|
Total current liabilities |
1,557 |
|
(710 |
) |
686 |
|
— |
|
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 |
5,540 |
|
271 |
|
793 |
|
— |
|
6,604 |
|
Equity: |
|
|
|
|
|
QVC, Inc. shareholder's equity |
6,690 |
|
4,466 |
|
2,216 |
|
(6,682 |
) |
6,690 |
|
Noncontrolling interest |
— |
|
— |
|
144 |
|
— |
|
144 |
|
Total equity |
6,690 |
|
4,466 |
|
2,360 |
|
(6,682 |
) |
6,834 |
|
Total liabilities and equity |
$ |
12,230 |
|
4,737 |
|
3,153 |
|
(6,682 |
) |
13,438 |
|
Condensed consolidating balance sheets - Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
$ |
— |
|
— |
|
— |
|
— |
|
— |
|
Restricted cash |
— |
|
— |
|
— |
|
— |
|
— |
|
Accounts receivable, net |
— |
|
— |
|
— |
|
— |
|
— |
|
Inventories |
— |
|
— |
|
— |
|
— |
|
— |
|
Deferred income taxes |
— |
|
— |
|
— |
|
— |
|
— |
|
Prepaid expenses |
— |
|
— |
|
— |
|
— |
|
— |
|
Total current assets |
— |
|
— |
|
— |
|
— |
|
— |
|
Property, plant and equipment, net |
— |
|
— |
|
— |
|
— |
|
— |
|
Cable and satellite television distribution rights, net |
— |
|
— |
|
— |
|
— |
|
— |
|
Goodwill |
— |
|
— |
|
— |
|
— |
|
— |
|
Other intangible assets, net |
— |
|
— |
|
— |
|
— |
|
— |
|
Other noncurrent assets |
— |
|
— |
|
— |
|
— |
|
— |
|
Investments in subsidiaries |
1,055 |
|
— |
|
— |
|
(1,055 |
) |
— |
|
Total assets |
$ |
1,055 |
|
— |
|
— |
|
(1,055 |
) |
— |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
— |
|
— |
|
— |
|
— |
|
— |
|
Accounts payable-trade |
— |
|
— |
|
— |
|
— |
|
— |
|
Accrued liabilities |
— |
|
— |
|
— |
|
— |
|
— |
|
Intercompany accounts payable (receivable) |
1,055 |
|
(405 |
) |
(650 |
) |
— |
|
— |
|
Total current liabilities |
1,055 |
|
(405 |
) |
(650 |
) |
— |
|
— |
|
Long-term portion of debt and capital lease obligations |
|
|
|
|
|
|
|
|
— |
|
Deferred compensation |
— |
|
— |
|
— |
|
— |
|
— |
|
Deferred income taxes |
— |
|
— |
|
— |
|
— |
|
— |
|
Other long-term liabilities |
— |
|
— |
|
— |
|
— |
|
— |
|
Total liabilities |
1,055 |
|
(405 |
) |
(650 |
) |
— |
|
— |
|
Equity: |
|
|
|
|
|
QVC, Inc. shareholder's equity |
— |
|
405 |
|
650 |
|
(1,055 |
) |
— |
|
Noncontrolling interest |
— |
|
— |
|
— |
|
— |
|
— |
|
Total equity |
— |
|
405 |
|
650 |
|
(1,055 |
) |
— |
|
Total liabilities and equity |
$ |
1,055 |
|
— |
|
— |
|
(1,055 |
) |
— |
|
Condensed consolidating balance sheets - As previously reported
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
Condensed consolidating statements of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2013 |
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net revenue |
$ |
1,319 |
|
190 |
|
675 |
|
(237 |
) |
1,947 |
|
Cost of goods sold |
833 |
|
26 |
|
427 |
|
(64 |
) |
1,222 |
|
Gross profit |
486 |
|
164 |
|
248 |
|
(173 |
) |
725 |
|
Operating expenses: |
|
|
|
|
|
Operating |
39 |
|
49 |
|
88 |
|
— |
|
176 |
|
Selling, general and administrative, including stock-based compensation |
237 |
|
1 |
|
86 |
|
(173 |
) |
151 |
|
Depreciation |
10 |
|
1 |
|
15 |
|
— |
|
26 |
|
Amortization of intangible assets |
51 |
|
37 |
|
25 |
|
— |
|
113 |
|
Intercompany management expense (income) |
14 |
|
(1 |
) |
(13 |
) |
— |
|
— |
|
|
351 |
|
87 |
|
201 |
|
(173 |
) |
466 |
|
Operating income |
135 |
|
77 |
|
47 |
|
— |
|
259 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(2 |
) |
— |
|
(2 |
) |
Interest expense, net |
(52 |
) |
— |
|
— |
|
— |
|
(52 |
) |
Foreign currency (loss) gain |
(9 |
) |
— |
|
8 |
|
— |
|
(1 |
) |
Intercompany interest (expense) income |
(4 |
) |
13 |
|
(9 |
) |
— |
|
— |
|
|
(65 |
) |
13 |
|
(3 |
) |
— |
|
(55 |
) |
Income before income taxes |
70 |
|
90 |
|
44 |
|
— |
|
204 |
|
Income tax expense |
(21 |
) |
(27 |
) |
(22 |
) |
— |
|
(70 |
) |
Equity in earnings of subsidiaries, net of tax |
85 |
|
3 |
|
— |
|
(88 |
) |
— |
|
Net income |
134 |
|
66 |
|
22 |
|
(88 |
) |
134 |
|
Less net income attributable to the noncontrolling interest |
(9 |
) |
— |
|
(9 |
) |
9 |
|
(9 |
) |
Net income attributable to QVC, Inc. shareholder |
$ |
125 |
|
66 |
|
13 |
|
(79 |
) |
125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2013 |
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net revenue |
$ |
3,959 |
|
555 |
|
2,065 |
|
(697 |
) |
5,882 |
|
Cost of goods sold |
2,512 |
|
74 |
|
1,300 |
|
(185 |
) |
3,701 |
|
Gross profit |
1,447 |
|
481 |
|
765 |
|
(512 |
) |
2,181 |
|
Operating expenses: |
|
|
|
|
|
Operating |
114 |
|
143 |
|
263 |
|
— |
|
520 |
|
Selling, general and administrative, including stock-based compensation |
700 |
|
1 |
|
255 |
|
(512 |
) |
444 |
|
Depreciation |
28 |
|
4 |
|
57 |
|
— |
|
89 |
|
Amortization of intangible assets |
153 |
|
107 |
|
64 |
|
— |
|
324 |
|
Intercompany management expense (income) |
46 |
|
(8 |
) |
(38 |
) |
— |
|
— |
|
|
1,041 |
|
247 |
|
601 |
|
(512 |
) |
1,377 |
|
Operating income |
406 |
|
234 |
|
164 |
|
— |
|
804 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(3 |
) |
— |
|
(3 |
) |
Gains on financial instruments |
12 |
|
— |
|
3 |
|
— |
|
15 |
|
Interest expense, net |
(164 |
) |
(1 |
) |
— |
|
— |
|
(165 |
) |
Foreign currency (loss) gain |
(12 |
) |
(1 |
) |
11 |
|
— |
|
(2 |
) |
Loss on extinguishment of debt |
(57 |
) |
— |
|
— |
|
— |
|
(57 |
) |
Intercompany interest (expense) income |
(11 |
) |
37 |
|
(26 |
) |
— |
|
— |
|
|
(232 |
) |
35 |
|
(15 |
) |
— |
|
(212 |
) |
Income before income taxes |
174 |
|
269 |
|
149 |
|
— |
|
592 |
|
Income tax expense |
(52 |
) |
(87 |
) |
(74 |
) |
— |
|
(213 |
) |
Equity in earnings of subsidiaries, net of tax |
257 |
|
29 |
|
— |
|
(286 |
) |
— |
|
Net income |
379 |
|
211 |
|
75 |
|
(286 |
) |
379 |
|
Less net income attributable to the noncontrolling interest |
(34 |
) |
— |
|
(34 |
) |
34 |
|
(34 |
) |
Net income attributable to QVC, Inc. shareholder |
$ |
345 |
|
211 |
|
41 |
|
(252 |
) |
345 |
|
|
Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2012 |
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net revenue |
$ |
3,804 |
|
534 |
|
2,168 |
|
(682 |
) |
5,824 |
|
Cost of goods sold |
2,421 |
|
81 |
|
1,363 |
|
(185 |
) |
3,680 |
|
Gross profit |
1,383 |
|
453 |
|
805 |
|
(497 |
) |
2,144 |
|
Operating expenses: |
|
|
|
|
|
Operating |
110 |
|
137 |
|
275 |
|
— |
|
522 |
|
Selling, general and administrative, including stock-based compensation |
666 |
|
— |
|
249 |
|
(497 |
) |
418 |
|
Depreciation |
26 |
|
3 |
|
63 |
|
— |
|
92 |
|
Amortization of intangible assets |
148 |
|
98 |
|
47 |
|
— |
|
293 |
|
Intercompany management expense (income) |
54 |
|
(20 |
) |
(34 |
) |
— |
|
— |
|
|
1,004 |
|
218 |
|
600 |
|
(497 |
) |
1,325 |
|
Operating income |
379 |
|
235 |
|
205 |
|
— |
|
819 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(3 |
) |
— |
|
(3 |
) |
Gains on financial instruments |
36 |
|
— |
|
— |
|
— |
|
36 |
|
Interest (expense) income |
(173 |
) |
— |
|
1 |
|
— |
|
(172 |
) |
Foreign currency (loss) gain |
(11 |
) |
2 |
|
8 |
|
— |
|
(1 |
) |
Intercompany interest (expense) income |
(10 |
) |
37 |
|
(27 |
) |
— |
|
— |
|
|
(158 |
) |
39 |
|
(21 |
) |
— |
|
(140 |
) |
Income before income taxes |
221 |
|
274 |
|
184 |
|
— |
|
679 |
|
Income tax expense |
(81 |
) |
(84 |
) |
(82 |
) |
— |
|
(247 |
) |
Equity in earnings of subsidiaries, net of tax |
292 |
|
57 |
|
— |
|
(349 |
) |
— |
|
Net income |
432 |
|
247 |
|
102 |
|
(349 |
) |
432 |
|
Less net income attributable to the noncontrolling interest |
(44 |
) |
— |
|
(44 |
) |
44 |
|
(44 |
) |
Net income attributable to QVC, Inc. shareholder |
$ |
388 |
|
247 |
|
58 |
|
(305 |
) |
388 |
|
Condensed consolidating statements of operations - As previously reported
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2012 |
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net revenue |
$ |
1,301 |
|
180 |
|
667 |
|
(230 |
) |
1,918 |
|
Cost of goods sold |
817 |
|
27 |
|
438 |
|
(66 |
) |
1,216 |
|
Gross profit |
484 |
|
153 |
|
229 |
|
(164 |
) |
702 |
|
Operating expenses: |
|
|
|
|
|
Operating |
44 |
|
46 |
|
81 |
|
— |
|
171 |
|
Selling, general and administrative, including stock-based compensation |
226 |
|
— |
|
80 |
|
(164 |
) |
142 |
|
Depreciation |
9 |
|
1 |
|
18 |
|
— |
|
28 |
|
Amortization of intangible assets |
52 |
|
33 |
|
16 |
|
— |
|
101 |
|
Intercompany management expense (income) |
14 |
|
(5 |
) |
(9 |
) |
— |
|
— |
|
|
345 |
|
75 |
|
186 |
|
(164 |
) |
442 |
|
Operating income |
139 |
|
78 |
|
43 |
|
— |
|
260 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(3 |
) |
— |
|
(3 |
) |
Gains on financial instruments |
12 |
|
— |
|
— |
|
— |
|
12 |
|
Interest expense, net |
(61 |
) |
— |
|
— |
|
— |
|
(61 |
) |
Foreign currency (loss) gain |
(6 |
) |
2 |
|
5 |
|
— |
|
1 |
|
Intercompany interest (expense) income |
(3 |
) |
12 |
|
(9 |
) |
— |
|
— |
|
|
(58 |
) |
14 |
|
(7 |
) |
— |
|
(51 |
) |
Income before income taxes |
81 |
|
92 |
|
36 |
|
— |
|
209 |
|
Income tax expense |
(17 |
) |
(30 |
) |
(26 |
) |
— |
|
(73 |
) |
Equity in earnings of subsidiaries, net of tax |
57 |
|
23 |
|
— |
|
(80 |
) |
— |
|
Net income |
121 |
|
85 |
|
10 |
|
(80 |
) |
136 |
|
Less net income attributable to the noncontrolling interest |
— |
|
— |
|
(15 |
) |
— |
|
(15 |
) |
Net income (loss) attributable to QVC, Inc. shareholder |
$ |
121 |
|
85 |
|
(5 |
) |
(80 |
) |
121 |
|
Condensed consolidating statements of operations - Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2012 |
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net revenue |
$ |
1,249 |
|
180 |
|
719 |
|
(230 |
) |
1,918 |
|
Cost of goods sold |
801 |
|
27 |
|
454 |
|
(66 |
) |
1,216 |
|
Gross profit |
448 |
|
153 |
|
265 |
|
(164 |
) |
702 |
|
Operating expenses: |
|
|
|
|
|
Operating |
37 |
|
46 |
|
88 |
|
— |
|
171 |
|
Selling, general and administrative, including stock-based compensation |
226 |
|
— |
|
80 |
|
(164 |
) |
142 |
|
Depreciation |
9 |
|
1 |
|
18 |
|
— |
|
28 |
|
Amortization of intangible assets |
52 |
|
33 |
|
16 |
|
— |
|
101 |
|
Intercompany management expense (income) |
14 |
|
(5 |
) |
(9 |
) |
— |
|
— |
|
|
338 |
|
75 |
|
193 |
|
(164 |
) |
442 |
|
Operating income |
110 |
|
78 |
|
72 |
|
— |
|
260 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(3 |
) |
— |
|
(3 |
) |
Gains on financial instruments |
12 |
|
— |
|
— |
|
— |
|
12 |
|
Interest expense, net |
(61 |
) |
— |
|
— |
|
— |
|
(61 |
) |
Foreign currency (loss) gain |
(6 |
) |
2 |
|
5 |
|
— |
|
1 |
|
Intercompany interest (expense) income |
(3 |
) |
12 |
|
(9 |
) |
— |
|
— |
|
|
(58 |
) |
14 |
|
(7 |
) |
— |
|
(51 |
) |
Income before income taxes |
52 |
|
92 |
|
65 |
|
— |
|
209 |
|
Income tax expense |
(17 |
) |
(30 |
) |
(26 |
) |
— |
|
(73 |
) |
Equity in earnings of subsidiaries, net of tax |
101 |
|
23 |
|
— |
|
(124 |
) |
— |
|
Net income |
136 |
|
85 |
|
39 |
|
(124 |
) |
136 |
|
Less net income attributable to the noncontrolling interest |
(15 |
) |
— |
|
(15 |
) |
15 |
|
(15 |
) |
Net income attributable to QVC, Inc. shareholder |
$ |
121 |
|
85 |
|
24 |
|
(109 |
) |
121 |
|
Condensed consolidating statements of operations - Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2012 |
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net revenue |
$ |
(159 |
) |
— |
|
159 |
|
— |
|
— |
|
Cost of goods sold |
(49 |
) |
— |
|
49 |
|
— |
|
— |
|
Gross profit |
(110 |
) |
— |
|
110 |
|
— |
|
— |
|
Operating expenses: |
|
|
|
|
|
Operating |
(22 |
) |
— |
|
22 |
|
— |
|
— |
|
Selling, general and administrative, including stock-based compensation |
— |
|
— |
|
— |
|
— |
|
— |
|
Depreciation |
— |
|
— |
|
— |
|
— |
|
— |
|
Amortization of intangible assets |
— |
|
— |
|
— |
|
— |
|
— |
|
Intercompany management expense (income) |
— |
|
— |
|
— |
|
— |
|
— |
|
|
(22 |
) |
— |
|
22 |
|
— |
|
— |
|
Operating income |
(88 |
) |
— |
|
88 |
|
— |
|
— |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
— |
|
— |
|
— |
|
Gains on financial instruments |
— |
|
— |
|
— |
|
— |
|
— |
|
Interest expense (income) |
— |
|
— |
|
— |
|
— |
|
— |
|
Foreign currency (loss) gain |
— |
|
— |
|
— |
|
— |
|
— |
|
Intercompany interest (expense) income |
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
Income before income taxes |
(88 |
) |
— |
|
88 |
|
— |
|
— |
|
Income tax expense |
— |
|
— |
|
— |
|
— |
|
— |
|
Equity in earnings of subsidiaries, net of tax |
132 |
|
— |
|
— |
|
(132 |
) |
— |
|
Net income |
44 |
|
— |
|
88 |
|
(132 |
) |
— |
|
Less net income attributable to the noncontrolling interest |
(44 |
) |
— |
|
— |
|
44 |
|
— |
|
Net income attributable to QVC, Inc. shareholder |
$ |
— |
|
— |
|
88 |
|
(88 |
) |
— |
|
Condensed consolidating statements of operations - Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2012 |
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net revenue |
$ |
(52 |
) |
— |
|
52 |
|
— |
|
— |
|
Cost of goods sold |
(16 |
) |
— |
|
16 |
|
— |
|
— |
|
Gross profit |
(36 |
) |
— |
|
36 |
|
— |
|
— |
|
Operating expenses: |
|
|
|
|
|
Operating |
(7 |
) |
— |
|
7 |
|
— |
|
— |
|
Selling, general and administrative, including stock-based compensation |
— |
|
— |
|
— |
|
— |
|
— |
|
Depreciation |
— |
|
— |
|
— |
|
— |
|
— |
|
Amortization of intangible assets |
— |
|
— |
|
— |
|
— |
|
— |
|
Intercompany management expense (income) |
— |
|
— |
|
— |
|
— |
|
— |
|
|
(7 |
) |
— |
|
7 |
|
— |
|
— |
|
Operating income |
(29 |
) |
— |
|
29 |
|
— |
|
— |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
— |
|
— |
|
— |
|
Gains on financial instruments |
— |
|
— |
|
— |
|
— |
|
— |
|
Interest expense, net |
— |
|
— |
|
— |
|
— |
|
— |
|
Foreign currency (loss) gain |
— |
|
— |
|
— |
|
— |
|
— |
|
Intercompany interest (expense) income |
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
Income before income taxes |
(29 |
) |
— |
|
29 |
|
— |
|
— |
|
Income tax expense |
— |
|
— |
|
— |
|
— |
|
— |
|
Equity in earnings of subsidiaries, net of tax |
44 |
|
— |
|
— |
|
(44 |
) |
— |
|
Net income |
15 |
|
— |
|
29 |
|
(44 |
) |
— |
|
Less net income attributable to the noncontrolling interest |
(15 |
) |
— |
|
— |
|
15 |
|
— |
|
Net income attributable to QVC, Inc. shareholder |
$ |
— |
|
— |
|
29 |
|
(29 |
) |
— |
|
Condensed consolidating statements of operations - As previously reported
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2012 |
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net revenue |
$ |
3,963 |
|
534 |
|
2,009 |
|
(682 |
) |
5,824 |
|
Cost of goods sold |
2,470 |
|
81 |
|
1,314 |
|
(185 |
) |
3,680 |
|
Gross profit |
1,493 |
|
453 |
|
695 |
|
(497 |
) |
2,144 |
|
Operating expenses: |
|
|
|
|
|
Operating |
132 |
|
137 |
|
253 |
|
— |
|
522 |
|
Selling, general and administrative, including stock-based compensation |
666 |
|
— |
|
249 |
|
(497 |
) |
418 |
|
Depreciation |
26 |
|
3 |
|
63 |
|
— |
|
92 |
|
Amortization of intangible assets |
148 |
|
98 |
|
47 |
|
— |
|
293 |
|
Intercompany management expense (income) |
54 |
|
(20 |
) |
(34 |
) |
— |
|
— |
|
|
1,026 |
|
218 |
|
578 |
|
(497 |
) |
1,325 |
|
Operating income |
467 |
|
235 |
|
117 |
|
— |
|
819 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(3 |
) |
— |
|
(3 |
) |
Gains on financial instruments |
36 |
|
— |
|
— |
|
— |
|
36 |
|
Interest (expense) income |
(173 |
) |
— |
|
1 |
|
— |
|
(172 |
) |
Foreign currency (loss) gain |
(11 |
) |
2 |
|
8 |
|
— |
|
(1 |
) |
Intercompany interest (expense) income |
(10 |
) |
37 |
|
(27 |
) |
— |
|
— |
|
|
(158 |
) |
39 |
|
(21 |
) |
— |
|
(140 |
) |
Income before income taxes |
309 |
|
274 |
|
96 |
|
— |
|
679 |
|
Income tax expense |
(81 |
) |
(84 |
) |
(82 |
) |
— |
|
(247 |
) |
Equity in earnings of subsidiaries, net of tax |
160 |
|
57 |
|
— |
|
(217 |
) |
— |
|
Net income |
388 |
|
247 |
|
14 |
|
(217 |
) |
432 |
|
Less net income attributable to the noncontrolling interest |
— |
|
— |
|
(44 |
) |
— |
|
(44 |
) |
Net income (loss) attributable to QVC, Inc. shareholder |
$ |
388 |
|
247 |
|
(30 |
) |
(217 |
) |
388 |
|
|
Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Current Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2013 |
|
(in millions) |
Subsidiary issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net income |
$ |
379 |
|
211 |
|
75 |
|
(286 |
) |
379 |
|
Foreign currency translation adjustments |
(39 |
) |
— |
|
(39 |
) |
39 |
|
(39 |
) |
Total comprehensive income |
340 |
|
211 |
|
36 |
|
(247 |
) |
340 |
|
Comprehensive income attributable to noncontrolling interest |
(17 |
) |
— |
|
(17 |
) |
17 |
|
(17 |
) |
Comprehensive income attributable to QVC, Inc. shareholder |
$ |
323 |
|
211 |
|
19 |
|
(230 |
) |
323 |
|
Condensed consolidating statements of comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2013 |
|
(in millions) |
Subsidiary issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net income |
$ |
134 |
|
66 |
|
22 |
|
(88 |
) |
134 |
|
Foreign currency translation adjustments |
68 |
|
— |
|
68 |
|
(68 |
) |
68 |
|
Total comprehensive income |
202 |
|
66 |
|
90 |
|
(156 |
) |
202 |
|
Comprehensive income attributable to noncontrolling interest |
(11 |
) |
— |
|
(11 |
) |
11 |
|
(11 |
) |
Comprehensive income attributable to QVC, Inc. shareholder |
$ |
191 |
|
66 |
|
79 |
|
(145 |
) |
191 |
|
|
Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2012 |
|
(in millions) |
Subsidiary issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net income |
$ |
432 |
|
247 |
|
102 |
|
(349 |
) |
432 |
|
Foreign currency translation adjustments |
(1 |
) |
— |
|
(1 |
) |
1 |
|
(1 |
) |
Total comprehensive income |
431 |
|
247 |
|
101 |
|
(348 |
) |
431 |
|
Comprehensive income attributable to noncontrolling interest |
(41 |
) |
— |
|
(41 |
) |
41 |
|
(41 |
) |
Comprehensive income attributable to QVC, Inc. shareholder |
$ |
390 |
|
247 |
|
60 |
|
(307 |
) |
390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2012 |
|
(in millions) |
Subsidiary issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Net income |
$ |
136 |
|
85 |
|
39 |
|
(124 |
) |
136 |
|
Foreign currency translation adjustments |
35 |
|
— |
|
35 |
|
(35 |
) |
35 |
|
Total comprehensive income |
171 |
|
85 |
|
74 |
|
(159 |
) |
171 |
|
Comprehensive income attributable to noncontrolling interest |
(18 |
) |
— |
|
(18 |
) |
18 |
|
(18 |
) |
Comprehensive income attributable to QVC, Inc. shareholder |
$ |
153 |
|
85 |
|
56 |
|
(141 |
) |
153 |
|
|
Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Period |
Condensed consolidating statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 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 operating activities |
$ |
355 |
|
217 |
|
31 |
|
— |
|
603 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
Capital expenditures, net |
(58 |
) |
(3 |
) |
(60 |
) |
— |
|
(121 |
) |
Expenditures for cable and satellite television distribution rights, net |
— |
|
(41 |
) |
— |
|
— |
|
(41 |
) |
Decrease in restricted cash |
2 |
|
— |
|
— |
|
— |
|
2 |
|
Changes in other noncurrent assets |
3 |
|
— |
|
(4 |
) |
— |
|
(1 |
) |
Intercompany investing activities |
272 |
|
165 |
|
— |
|
(437 |
) |
— |
|
Net cash provided by (used in) investing activities |
219 |
|
121 |
|
(64 |
) |
(437 |
) |
(161 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(2,154 |
) |
— |
|
(7 |
) |
— |
|
(2,161 |
) |
Principal borrowings of debt from senior secured credit facility |
1,198 |
|
— |
|
— |
|
— |
|
1,198 |
|
Proceeds from issuance of senior secured notes, net of original issue discount |
1,050 |
|
— |
|
— |
|
— |
|
1,050 |
|
Proceeds from master promissory note with Liberty |
300 |
|
— |
|
— |
|
— |
|
300 |
|
Payment of debt origination fees |
(16 |
) |
— |
|
— |
|
— |
|
(16 |
) |
Payment of bond premium fees |
(46 |
) |
— |
|
— |
|
— |
|
(46 |
) |
Other financing activities |
9 |
|
— |
|
— |
|
— |
|
9 |
|
Dividends paid to Liberty |
(900 |
) |
— |
|
— |
|
— |
|
(900 |
) |
Dividend paid to noncontrolling interest |
— |
|
— |
|
(25 |
) |
— |
|
(25 |
) |
Net short-term intercompany debt borrowings (repayments) |
38 |
|
55 |
|
(93 |
) |
— |
|
— |
|
Intercompany financing activities |
(120 |
) |
(388 |
) |
71 |
|
437 |
|
— |
|
Net cash used in financing activities |
(641 |
) |
(333 |
) |
(54 |
) |
437 |
|
(591 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(22 |
) |
— |
|
(22 |
) |
Net (decrease) increase in cash and cash equivalents |
(67 |
) |
5 |
|
(109 |
) |
— |
|
(171 |
) |
Cash and cash equivalents, beginning of period |
75 |
|
165 |
|
300 |
|
— |
|
540 |
|
Cash and cash equivalents, end of period |
$ |
8 |
|
170 |
|
191 |
|
— |
|
369 |
|
|
Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior Period |
Condensed consolidating statements of cash flows - As previously reported
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 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 |
$ |
506 |
|
252 |
|
117 |
|
— |
|
875 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures, net |
(38 |
) |
(2 |
) |
(125 |
) |
— |
|
(165 |
) |
Expenditures for cable and satellite television distribution rights |
— |
|
(1 |
) |
— |
|
— |
|
(1 |
) |
Cash paid for joint ventures and acquisitions of businesses, net of cash received |
(16 |
) |
— |
|
(55 |
) |
— |
|
(71 |
) |
Decrease in restricted cash |
2 |
|
— |
|
— |
|
— |
|
2 |
|
Changes in other noncurrent assets and liabilities |
4 |
|
(1 |
) |
(4 |
) |
— |
|
(1 |
) |
Intercompany investing activities |
304 |
|
231 |
|
— |
|
(535 |
) |
— |
|
Net cash provided by (used in) investing activities |
256 |
|
227 |
|
(184 |
) |
(535 |
) |
(236 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(1,073 |
) |
— |
|
(7 |
) |
— |
|
(1,080 |
) |
Principal borrowings of debt from senior secured credit facility |
1,493 |
|
— |
|
— |
|
— |
|
1,493 |
|
Proceeds from issuance of senior secured notes |
500 |
|
— |
|
— |
|
— |
|
500 |
|
Payment of debt origination fees |
(8 |
) |
— |
|
— |
|
— |
|
(8 |
) |
Dividends paid to Liberty |
(1,682 |
) |
— |
|
— |
|
— |
|
(1,682 |
) |
Dividend paid to noncontrolling interest |
— |
|
— |
|
(29 |
) |
— |
|
(29 |
) |
Net short-term intercompany debt borrowings (repayments) |
25 |
|
(21 |
) |
(4 |
) |
— |
|
— |
|
Intercompany financing activities |
(4 |
) |
(568 |
) |
37 |
|
535 |
|
— |
|
Net cash used in financing activities |
(749 |
) |
(589 |
) |
(3 |
) |
535 |
|
(806 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(7 |
) |
— |
|
(7 |
) |
Net increase (decrease) in cash and cash equivalents |
13 |
|
(110 |
) |
(77 |
) |
— |
|
(174 |
) |
Cash and cash equivalents, beginning of period |
3 |
|
223 |
|
334 |
|
— |
|
560 |
|
Cash and cash equivalents, end of period |
$ |
16 |
|
113 |
|
257 |
|
— |
|
386 |
|
Condensed consolidating statements of cash flows - Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 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 (used in) provided by operating activities |
$ |
(88 |
) |
— |
|
88 |
|
— |
|
— |
|
Investing activities: |
|
|
|
|
|
Capital expenditures, net |
— |
|
— |
|
— |
|
— |
|
— |
|
Expenditures for cable and satellite television distribution rights, net |
— |
|
— |
|
— |
|
— |
|
— |
|
Cash paid for joint ventures and acquisitions of businesses, net of cash received |
16 |
|
— |
|
(16 |
) |
— |
|
— |
|
Decrease in restricted cash |
— |
|
— |
|
— |
|
— |
|
— |
|
Changes in other noncurrent assets |
— |
|
— |
|
— |
|
— |
|
— |
|
Intercompany investing activities |
181 |
|
— |
|
— |
|
(181 |
) |
— |
|
Net cash provided by (used in) investing activities |
197 |
|
— |
|
(16 |
) |
(181 |
) |
— |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Principal payments of debt and capital lease obligations |
— |
|
— |
|
— |
|
— |
|
— |
|
Principal borrowings of debt from senior secured credit facility |
— |
|
— |
|
— |
|
— |
|
— |
|
Proceeds from issuance of senior secured notes |
— |
|
— |
|
— |
|
— |
|
— |
|
Payment of debt origination fees |
— |
|
— |
|
— |
|
— |
|
— |
|
Dividends paid to Liberty |
— |
|
— |
|
— |
|
— |
|
— |
|
Dividend paid to noncontrolling interest |
— |
|
— |
|
— |
|
— |
|
— |
|
Net short-term intercompany debt borrowings (repayments) |
98 |
|
(14 |
) |
(84 |
) |
— |
|
— |
|
Intercompany financing activities |
(207 |
) |
14 |
|
12 |
|
181 |
|
— |
|
Net cash used in financing activities |
(109 |
) |
— |
|
(72 |
) |
181 |
|
— |
|
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
— |
|
— |
|
— |
|
Net increase (decrease) in cash and cash equivalents |
— |
|
— |
|
— |
|
— |
|
— |
|
Cash and cash equivalents, beginning of period |
— |
|
— |
|
— |
|
— |
|
— |
|
Cash and cash equivalents, end of period |
$ |
— |
|
— |
|
— |
|
— |
|
— |
|
Condensed consolidating statements of cash flows - Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 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 |
$ |
418 |
|
252 |
|
205 |
|
— |
|
875 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures, net |
(38 |
) |
(2 |
) |
(125 |
) |
— |
|
(165 |
) |
Expenditures for cable and satellite television distribution rights, net |
— |
|
(1 |
) |
— |
|
— |
|
(1 |
) |
Cash paid for joint ventures and acquisitions of businesses, net of cash received |
— |
|
— |
|
(71 |
) |
— |
|
(71 |
) |
Decrease in restricted cash |
2 |
|
— |
|
— |
|
— |
|
2 |
|
Changes in other noncurrent assets |
4 |
|
(1 |
) |
(4 |
) |
— |
|
(1 |
) |
Intercompany investing activities |
485 |
|
231 |
|
— |
|
(716 |
) |
— |
|
Net cash provided by (used in) investing activities |
453 |
|
227 |
|
(200 |
) |
(716 |
) |
(236 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(1,073 |
) |
— |
|
(7 |
) |
— |
|
(1,080 |
) |
Principal borrowings of debt from senior secured credit facility |
1,493 |
|
— |
|
— |
|
— |
|
1,493 |
|
Proceeds from issuance of senior secured notes |
500 |
|
— |
|
— |
|
— |
|
500 |
|
Payment of debt origination fees |
(8 |
) |
— |
|
— |
|
— |
|
(8 |
) |
Dividends paid to Liberty |
(1,682 |
) |
— |
|
— |
|
— |
|
(1,682 |
) |
Dividend paid to noncontrolling interest |
— |
|
— |
|
(29 |
) |
— |
|
(29 |
) |
Net short-term intercompany debt borrowings (repayments) |
123 |
|
(35 |
) |
(88 |
) |
— |
|
— |
|
Intercompany financing activities |
(211 |
) |
(554 |
) |
49 |
|
716 |
|
— |
|
Net cash used in financing activities |
(858 |
) |
(589 |
) |
(75 |
) |
716 |
|
(806 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(7 |
) |
— |
|
(7 |
) |
Net increase (decrease) in cash and cash equivalents |
13 |
|
(110 |
) |
(77 |
) |
— |
|
(174 |
) |
Cash and cash equivalents, beginning of period |
3 |
|
223 |
|
334 |
|
— |
|
560 |
|
Cash and cash equivalents, end of period |
$ |
16 |
|
113 |
|
257 |
|
— |
|
386 |
|
|
Effect of Prior Period Adjustments on Equity |
he effect of the adjustment on equity as of January 1, 2012 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
As previously reported |
$ |
7,890 |
|
3,465 |
|
1,716 |
|
(5,052 |
) |
8,019 |
|
Adjustment |
— |
|
450 |
|
465 |
|
(915 |
) |
— |
|
Adjusted |
$ |
7,890 |
|
3,915 |
|
2,181 |
|
(5,967 |
) |
8,019 |
|
|
Effect of Prior Period Adjustments on Net Income |
The adjusted net income for each prior interim period in the current fiscal year is presented in the below tables.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Three months ended June 30, 2013: |
|
|
|
|
|
Net income - Adjusted |
$ |
139 |
|
66 |
|
26 |
|
(92 |
) |
139 |
|
|
|
|
|
|
|
Six months ended June 30, 2013 |
|
|
|
|
|
Net income - Adjusted |
245 |
|
145 |
|
53 |
|
(198 |
) |
245 |
|
|
|
|
|
|
|
Three months ended March 31, 2013: |
|
|
|
|
|
Net income - Adjusted |
106 |
|
79 |
|
27 |
|
(106 |
) |
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Three months ended June 30, 2013: |
|
|
|
|
|
Net income (loss) - As previously reported |
$ |
139 |
|
66 |
|
(23 |
) |
(43 |
) |
139 |
|
|
|
|
|
|
|
Six months ended June 30, 2013 |
|
|
|
|
|
Net income (loss) - As previously reported |
245 |
|
145 |
|
(31 |
) |
(114 |
) |
245 |
|
|
|
|
|
|
|
Three months ended March 31, 2013: |
|
|
|
|
|
Net income (loss) - As previously reported |
106 |
|
79 |
|
(8 |
) |
(71 |
) |
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
Parent issuer- QVC, Inc. |
|
Combined subsidiary guarantors |
|
Combined non-guarantor subsidiaries |
|
Eliminations |
|
Consolidated- QVC, Inc. and subsidiaries |
|
Three months ended June 30, 2013: |
|
|
|
|
|
Net income - Adjustment |
$ |
— |
|
— |
|
49 |
|
(49 |
) |
— |
|
|
|
|
|
|
|
Six months ended June 30, 2013 |
|
|
|
|
|
Net income - Adjustment |
— |
|
— |
|
84 |
|
(84 |
) |
— |
|
|
|
|
|
|
|
Three months ended March 31, 2013: |
|
|
|
|
|
Net income - Adjustment |
— |
|
— |
|
35 |
|
(35 |
) |
— |
|
|