|
Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
|
3 Months Ended |
|
Mar. 31, 2015
|
| Guarantor Non-guarantor Subsidiary Financial Information [Abstract] |
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Period |
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2015 |
|
(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 |
$ |
51 |
|
219 |
|
130 |
|
— |
|
400 |
|
Restricted cash |
10 |
|
— |
|
2 |
|
— |
|
12 |
|
Accounts receivable, net |
605 |
|
— |
|
231 |
|
— |
|
836 |
|
Inventories |
734 |
|
— |
|
231 |
|
— |
|
965 |
|
Deferred income taxes |
195 |
|
— |
|
17 |
|
— |
|
212 |
|
Prepaid expenses |
26 |
|
— |
|
25 |
|
— |
|
51 |
|
Total current assets |
1,621 |
|
219 |
|
636 |
|
— |
|
2,476 |
|
Property and equipment, net |
268 |
|
66 |
|
638 |
|
— |
|
972 |
|
Cable and satellite television distribution rights, net |
— |
|
392 |
|
60 |
|
— |
|
452 |
|
Goodwill |
4,184 |
|
— |
|
849 |
|
— |
|
5,033 |
|
Other intangible assets, net |
981 |
|
2,051 |
|
53 |
|
— |
|
3,085 |
|
Other noncurrent assets |
7 |
|
— |
|
56 |
|
— |
|
63 |
|
Investments in subsidiaries |
4,531 |
|
1,245 |
|
— |
|
(5,776 |
) |
— |
|
Total assets |
$ |
11,592 |
|
3,973 |
|
2,292 |
|
(5,776 |
) |
12,081 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
2 |
|
— |
|
6 |
|
— |
|
8 |
|
Accounts payable-trade |
313 |
|
— |
|
241 |
|
— |
|
554 |
|
Accrued liabilities |
200 |
|
156 |
|
381 |
|
— |
|
737 |
|
Intercompany accounts payable (receivable) |
1,321 |
|
(777 |
) |
(544 |
) |
— |
|
— |
|
Total current liabilities |
1,836 |
|
(621 |
) |
84 |
|
— |
|
1,299 |
|
Long-term portion of debt and capital lease obligations |
4,506 |
|
— |
|
48 |
|
— |
|
4,554 |
|
Deferred compensation |
13 |
|
— |
|
— |
|
— |
|
13 |
|
Deferred income taxes |
234 |
|
864 |
|
(29 |
) |
— |
|
1,069 |
|
Other long-term liabilities |
101 |
|
— |
|
52 |
|
— |
|
153 |
|
Total liabilities |
6,690 |
|
243 |
|
155 |
|
— |
|
7,088 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
4,902 |
|
3,730 |
|
2,046 |
|
(5,776 |
) |
4,902 |
|
Noncontrolling interest |
— |
|
— |
|
91 |
|
— |
|
91 |
|
Total equity |
4,902 |
|
3,730 |
|
2,137 |
|
(5,776 |
) |
4,993 |
|
Total liabilities and equity |
$ |
11,592 |
|
3,973 |
|
2,292 |
|
(5,776 |
) |
12,081 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Period |
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014 |
|
(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 |
$ |
2 |
|
123 |
|
222 |
|
— |
|
347 |
|
Restricted cash |
10 |
|
— |
|
2 |
|
— |
|
12 |
|
Accounts receivable, net |
909 |
|
— |
|
287 |
|
— |
|
1,196 |
|
Inventories |
680 |
|
— |
|
202 |
|
— |
|
882 |
|
Deferred income taxes |
192 |
|
— |
|
18 |
|
— |
|
210 |
|
Prepaid expenses |
25 |
|
— |
|
25 |
|
— |
|
50 |
|
Total current assets |
1,818 |
|
123 |
|
756 |
|
— |
|
2,697 |
|
Property and equipment, net |
273 |
|
68 |
|
685 |
|
— |
|
1,026 |
|
Cable and satellite television distribution rights, net |
— |
|
388 |
|
73 |
|
— |
|
461 |
|
Goodwill |
4,184 |
|
— |
|
907 |
|
— |
|
5,091 |
|
Other intangible assets, net |
1,023 |
|
2,051 |
|
69 |
|
— |
|
3,143 |
|
Other noncurrent assets |
1 |
|
— |
|
57 |
|
— |
|
58 |
|
Investments in subsidiaries |
4,681 |
|
1,386 |
|
— |
|
(6,067 |
) |
— |
|
Total assets |
$ |
11,980 |
|
4,016 |
|
2,547 |
|
(6,067 |
) |
12,476 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
2 |
|
— |
|
7 |
|
— |
|
9 |
|
Accounts payable-trade |
420 |
|
— |
|
209 |
|
— |
|
629 |
|
Accrued liabilities |
282 |
|
143 |
|
460 |
|
— |
|
885 |
|
Intercompany accounts payable (receivable) |
1,384 |
|
(921 |
) |
(463 |
) |
— |
|
— |
|
Total current liabilities |
2,088 |
|
(778 |
) |
213 |
|
— |
|
1,523 |
|
Long-term portion of debt and capital lease obligations |
4,565 |
|
— |
|
55 |
|
— |
|
4,620 |
|
Deferred compensation |
16 |
|
— |
|
1 |
|
— |
|
17 |
|
Deferred income taxes |
269 |
|
877 |
|
(25 |
) |
— |
|
1,121 |
|
Other long-term liabilities |
99 |
|
— |
|
50 |
|
— |
|
149 |
|
Total liabilities |
7,037 |
|
99 |
|
294 |
|
— |
|
7,430 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
4,943 |
|
3,917 |
|
2,150 |
|
(6,067 |
) |
4,943 |
|
Noncontrolling interest |
— |
|
— |
|
103 |
|
— |
|
103 |
|
Total equity |
4,943 |
|
3,917 |
|
2,253 |
|
(6,067 |
) |
5,046 |
|
Total liabilities and equity |
$ |
11,980 |
|
4,016 |
|
2,547 |
|
(6,067 |
) |
12,476 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Current Period |
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2015 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,380 |
|
202 |
|
657 |
|
(301 |
) |
1,938 |
|
Cost of goods sold |
859 |
|
25 |
|
386 |
|
(49 |
) |
1,221 |
|
Gross profit |
521 |
|
177 |
|
271 |
|
(252 |
) |
717 |
|
Operating expenses: |
|
|
|
|
|
Operating |
101 |
|
57 |
|
89 |
|
(79 |
) |
168 |
|
Selling, general and administrative, including stock-based compensation |
242 |
|
— |
|
81 |
|
(173 |
) |
150 |
|
Depreciation |
10 |
|
3 |
|
20 |
|
— |
|
33 |
|
Amortization |
59 |
|
40 |
|
21 |
|
— |
|
120 |
|
|
412 |
|
100 |
|
211 |
|
(252 |
) |
471 |
|
Operating income |
109 |
|
77 |
|
60 |
|
— |
|
246 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(1 |
) |
— |
|
(1 |
) |
Interest expense, net |
(58 |
) |
— |
|
(1 |
) |
— |
|
(59 |
) |
Foreign currency gain (loss) |
12 |
|
— |
|
(2 |
) |
— |
|
10 |
|
Intercompany interest (expense) income |
(6 |
) |
11 |
|
(5 |
) |
— |
|
— |
|
|
(52 |
) |
11 |
|
(9 |
) |
— |
|
(50 |
) |
Income before income taxes |
57 |
|
88 |
|
51 |
|
— |
|
196 |
|
Income tax expense |
(26 |
) |
(25 |
) |
(21 |
) |
— |
|
(72 |
) |
Equity in earnings of subsidiaries, net of tax |
93 |
|
9 |
|
— |
|
(102 |
) |
— |
|
Net income |
124 |
|
72 |
|
30 |
|
(102 |
) |
124 |
|
Less net income attributable to the noncontrolling interest |
(9 |
) |
— |
|
(9 |
) |
9 |
|
(9 |
) |
Net income attributable to QVC, Inc. stockholder |
$ |
115 |
|
72 |
|
21 |
|
(93 |
) |
115 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior Period |
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,343 |
|
191 |
|
732 |
|
(280 |
) |
1,986 |
|
Cost of goods sold |
842 |
|
24 |
|
447 |
|
(57 |
) |
1,256 |
|
Gross profit |
501 |
|
167 |
|
285 |
|
(223 |
) |
730 |
|
Operating expenses: |
|
|
|
|
|
Operating |
79 |
|
56 |
|
101 |
|
(58 |
) |
178 |
|
Selling, general and administrative, including stock-based compensation |
223 |
|
1 |
|
89 |
|
(165 |
) |
148 |
|
Depreciation |
9 |
|
1 |
|
23 |
|
— |
|
33 |
|
Amortization |
52 |
|
39 |
|
20 |
|
— |
|
111 |
|
|
363 |
|
97 |
|
233 |
|
(223 |
) |
470 |
|
Operating income |
138 |
|
70 |
|
52 |
|
— |
|
260 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(1 |
) |
— |
|
(1 |
) |
Interest expense, net |
(53 |
) |
— |
|
(9 |
) |
— |
|
(62 |
) |
Foreign currency (loss) gain |
(2 |
) |
— |
|
1 |
|
— |
|
(1 |
) |
Intercompany interest (expense) income |
(5 |
) |
13 |
|
(8 |
) |
— |
|
— |
|
|
(60 |
) |
13 |
|
(17 |
) |
— |
|
(64 |
) |
Income before income taxes |
78 |
|
83 |
|
35 |
|
— |
|
196 |
|
Income tax benefit (expense) |
20 |
|
(24 |
) |
(70 |
) |
— |
|
(74 |
) |
Equity in earnings (losses) of subsidiaries, net of tax |
24 |
|
(48 |
) |
— |
|
24 |
|
— |
|
Net income (loss) |
122 |
|
11 |
|
(35 |
) |
24 |
|
122 |
|
Less net income attributable to the noncontrolling interest |
(9 |
) |
— |
|
(9 |
) |
9 |
|
(9 |
) |
Net income (loss) attributable to QVC, Inc. stockholder |
$ |
113 |
|
11 |
|
(44 |
) |
33 |
|
113 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Current Period |
Condensed Consolidating Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2015 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income |
$ |
124 |
|
72 |
|
30 |
|
(102 |
) |
124 |
|
Foreign currency translation adjustments |
(102 |
) |
— |
|
(102 |
) |
102 |
|
(102 |
) |
Total comprehensive income (loss) |
22 |
|
72 |
|
(72 |
) |
— |
|
22 |
|
Comprehensive income attributable to noncontrolling interest |
(8 |
) |
— |
|
(8 |
) |
8 |
|
(8 |
) |
Comprehensive income (loss) attributable to QVC, Inc. stockholder |
$ |
14 |
|
72 |
|
(80 |
) |
8 |
|
14 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior Period |
Condensed Consolidating Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014 |
|
(in millions) |
Subsidiary
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income (loss) |
$ |
122 |
|
11 |
|
(35 |
) |
24 |
|
122 |
|
Foreign currency translation adjustments |
16 |
|
— |
|
16 |
|
(16 |
) |
16 |
|
Total comprehensive income (loss) |
138 |
|
11 |
|
(19 |
) |
8 |
|
138 |
|
Comprehensive income attributable to noncontrolling interest |
(12 |
) |
— |
|
(12 |
) |
12 |
|
(12 |
) |
Comprehensive income (loss) attributable to QVC, Inc. stockholder |
$ |
126 |
|
11 |
|
(31 |
) |
20 |
|
126 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Period |
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2015 |
|
(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 |
$ |
118 |
|
106 |
|
61 |
|
— |
|
285 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
Capital expenditures, net |
(21 |
) |
(1 |
) |
(9 |
) |
— |
|
(31 |
) |
Expenditures for cable and satellite television distribution rights, net |
— |
|
(44 |
) |
— |
|
— |
|
(44 |
) |
Changes in other noncurrent assets |
(4 |
) |
— |
|
1 |
|
— |
|
(3 |
) |
Intercompany investing activities |
243 |
|
150 |
|
— |
|
(393 |
) |
— |
|
Net cash provided by (used in) investing activities |
218 |
|
105 |
|
(8 |
) |
(393 |
) |
(78 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(410 |
) |
— |
|
(2 |
) |
— |
|
(412 |
) |
Principal borrowings of debt from senior secured credit facility |
351 |
|
— |
|
— |
|
— |
|
351 |
|
Payment of debt origination fees |
(3 |
) |
— |
|
— |
|
— |
|
(3 |
) |
Other financing activities |
(1 |
) |
— |
|
— |
|
— |
|
(1 |
) |
Dividends paid to Liberty |
(59 |
) |
— |
|
— |
|
— |
|
(59 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(20 |
) |
— |
|
(20 |
) |
Net short-term intercompany debt (repayments) borrowings |
(63 |
) |
144 |
|
(81 |
) |
— |
|
— |
|
Other intercompany financing activities |
(102 |
) |
(259 |
) |
(32 |
) |
393 |
|
— |
|
Net cash used in financing activities |
(287 |
) |
(115 |
) |
(135 |
) |
393 |
|
(144 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(10 |
) |
— |
|
(10 |
) |
Net increase (decrease) in cash and cash equivalents |
49 |
|
96 |
|
(92 |
) |
— |
|
53 |
|
Cash and cash equivalents, beginning of period |
2 |
|
123 |
|
222 |
|
— |
|
347 |
|
Cash and cash equivalents, end of period |
$ |
51 |
|
219 |
|
130 |
|
— |
|
400 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior Period |
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014 |
|
(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 |
$ |
107 |
|
98 |
|
56 |
|
— |
|
261 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures, net |
(12 |
) |
— |
|
(17 |
) |
— |
|
(29 |
) |
Expenditures for cable and satellite television distribution rights, net |
— |
|
(8 |
) |
— |
|
— |
|
(8 |
) |
Changes in other noncurrent assets |
(2 |
) |
— |
|
— |
|
— |
|
(2 |
) |
Intercompany investing activities |
65 |
|
54 |
|
— |
|
(119 |
) |
— |
|
Net cash provided by (used in) investing activities |
51 |
|
46 |
|
(17 |
) |
(119 |
) |
(39 |
) |
Financing activities: |
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(1,186 |
) |
— |
|
(2 |
) |
— |
|
(1,188 |
) |
Principal borrowings of debt from senior secured credit facility |
384 |
|
— |
|
— |
|
— |
|
384 |
|
Proceeds from issuance of senior secured notes, net of original issue discount |
999 |
|
— |
|
— |
|
— |
|
999 |
|
Payment of debt origination fees |
(12 |
) |
— |
|
— |
|
— |
|
(12 |
) |
Other financing activities |
7 |
|
— |
|
— |
|
— |
|
7 |
|
Dividends paid to Liberty |
(286 |
) |
— |
|
— |
|
— |
|
(286 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(25 |
) |
— |
|
(25 |
) |
Net short-term intercompany debt (repayments) borrowings |
(84 |
) |
73 |
|
11 |
|
— |
|
— |
|
Other intercompany financing activities |
(11 |
) |
(132 |
) |
24 |
|
119 |
|
— |
|
Net cash (used in) provided by financing activities |
(189 |
) |
(59 |
) |
8 |
|
119 |
|
(121 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
— |
|
— |
|
— |
|
Net (decrease) increase in cash and cash equivalents |
(31 |
) |
85 |
|
47 |
|
— |
|
101 |
|
Cash and cash equivalents, beginning of period |
78 |
|
133 |
|
246 |
|
— |
|
457 |
|
Cash and cash equivalents, end of period |
$ |
47 |
|
218 |
|
293 |
|
— |
|
558 |
|
|