Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
|
3 Months Ended |
Mar. 31, 2016 |
|---|
| Guarantor Non-guarantor Subsidiary Financial Information [Abstract] |
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Period |
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016 |
|
(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 |
|
192 |
|
167 |
|
— |
|
361 |
|
Restricted cash |
9 |
|
— |
|
2 |
|
— |
|
11 |
|
Accounts receivable, net |
766 |
|
— |
|
265 |
|
— |
|
1,031 |
|
Inventories |
748 |
|
— |
|
259 |
|
— |
|
1,007 |
|
Prepaid expenses |
28 |
|
— |
|
29 |
|
— |
|
57 |
|
Total current assets |
1,553 |
|
192 |
|
722 |
|
— |
|
2,467 |
|
Property and equipment, net |
297 |
|
66 |
|
702 |
|
— |
|
1,065 |
|
Cable and satellite television distribution rights, net |
— |
|
257 |
|
37 |
|
— |
|
294 |
|
Goodwill |
4,190 |
|
— |
|
872 |
|
— |
|
5,062 |
|
Other intangible assets, net |
797 |
|
2,050 |
|
39 |
|
— |
|
2,886 |
|
Other noncurrent assets |
6 |
|
— |
|
53 |
|
— |
|
59 |
|
Investments in subsidiaries |
3,608 |
|
2,685 |
|
— |
|
(6,293 |
) |
— |
|
Total assets |
$ |
10,451 |
|
5,250 |
|
2,425 |
|
(6,293 |
) |
11,833 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
3 |
|
— |
|
7 |
|
— |
|
10 |
|
Accounts payable-trade |
328 |
|
— |
|
230 |
|
— |
|
558 |
|
Accrued liabilities |
66 |
|
207 |
|
429 |
|
— |
|
702 |
|
Intercompany accounts payable (receivable) |
480 |
|
1,408 |
|
(1,888 |
) |
— |
|
— |
|
Total current liabilities |
877 |
|
1,615 |
|
(1,222 |
) |
— |
|
1,270 |
|
Long-term portion of debt and capital lease obligations |
5,421 |
|
— |
|
51 |
|
— |
|
5,472 |
|
Deferred compensation |
13 |
|
— |
|
(1 |
) |
— |
|
12 |
|
Deferred income taxes |
99 |
|
735 |
|
(32 |
) |
— |
|
802 |
|
Other long-term liabilities |
99 |
|
1 |
|
141 |
|
— |
|
241 |
|
Total liabilities |
6,509 |
|
2,351 |
|
(1,063 |
) |
— |
|
7,797 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
3,942 |
|
2,899 |
|
3,394 |
|
(6,293 |
) |
3,942 |
|
Noncontrolling interest |
— |
|
— |
|
94 |
|
— |
|
94 |
|
Total equity |
3,942 |
|
2,899 |
|
3,488 |
|
(6,293 |
) |
4,036 |
|
Total liabilities and equity |
$ |
10,451 |
|
5,250 |
|
2,425 |
|
(6,293 |
) |
11,833 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Period |
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 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 |
$ |
— |
|
112 |
|
215 |
|
— |
|
327 |
|
Restricted cash |
9 |
|
— |
|
2 |
|
— |
|
11 |
|
Accounts receivable, net |
1,114 |
|
— |
|
256 |
|
— |
|
1,370 |
|
Inventories |
714 |
|
— |
|
215 |
|
— |
|
929 |
|
Prepaid expenses |
18 |
|
— |
|
24 |
|
— |
|
42 |
|
Total current assets |
1,855 |
|
112 |
|
712 |
|
— |
|
2,679 |
|
Property and equipment, net |
295 |
|
67 |
|
640 |
|
— |
|
1,002 |
|
Cable and satellite television distribution rights, net |
— |
|
297 |
|
42 |
|
— |
|
339 |
|
Goodwill |
4,190 |
|
— |
|
845 |
|
— |
|
5,035 |
|
Other intangible assets, net |
842 |
|
2,050 |
|
44 |
|
— |
|
2,936 |
|
Other noncurrent assets |
5 |
|
— |
|
62 |
|
— |
|
67 |
|
Investments in subsidiaries |
3,569 |
|
2,687 |
|
— |
|
(6,256 |
) |
— |
|
Total assets |
$ |
10,756 |
|
5,213 |
|
2,345 |
|
(6,256 |
) |
12,058 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
3 |
|
— |
|
6 |
|
— |
|
9 |
|
Accounts payable-trade |
396 |
|
— |
|
262 |
|
— |
|
658 |
|
Accrued liabilities |
229 |
|
207 |
|
436 |
|
— |
|
872 |
|
Intercompany accounts payable (receivable) |
562 |
|
1,271 |
|
(1,833 |
) |
— |
|
— |
|
Total current liabilities |
1,190 |
|
1,478 |
|
(1,129 |
) |
— |
|
1,539 |
|
Long-term portion of debt and capital lease obligations |
5,342 |
|
— |
|
51 |
|
— |
|
5,393 |
|
Deferred compensation |
14 |
|
— |
|
(1 |
) |
— |
|
13 |
|
Deferred income taxes |
94 |
|
744 |
|
(11 |
) |
— |
|
827 |
|
Other long-term liabilities |
98 |
|
— |
|
70 |
|
— |
|
168 |
|
Total liabilities |
6,738 |
|
2,222 |
|
(1,020 |
) |
— |
|
7,940 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
4,018 |
|
2,991 |
|
3,265 |
|
(6,256 |
) |
4,018 |
|
Noncontrolling interest |
— |
|
— |
|
100 |
|
— |
|
100 |
|
Total equity |
4,018 |
|
2,991 |
|
3,365 |
|
(6,256 |
) |
4,118 |
|
Total liabilities and equity |
$ |
10,756 |
|
5,213 |
|
2,345 |
|
(6,256 |
) |
12,058 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Current Period |
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2016 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,444 |
|
233 |
|
665 |
|
(329 |
) |
2,013 |
|
Cost of goods sold |
876 |
|
42 |
|
409 |
|
(47 |
) |
1,280 |
|
Gross profit |
568 |
|
191 |
|
256 |
|
(282 |
) |
733 |
|
Operating expenses: |
|
|
|
|
|
Operating |
109 |
|
59 |
|
72 |
|
(98 |
) |
142 |
|
Selling, general and administrative, including stock-based compensation |
263 |
|
— |
|
103 |
|
(184 |
) |
182 |
|
Depreciation |
12 |
|
2 |
|
20 |
|
— |
|
34 |
|
Amortization |
60 |
|
41 |
|
13 |
|
— |
|
114 |
|
|
444 |
|
102 |
|
208 |
|
(282 |
) |
472 |
|
Operating income |
124 |
|
89 |
|
48 |
|
— |
|
261 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(1 |
) |
— |
|
(1 |
) |
Interest expense, net |
(53 |
) |
— |
|
— |
|
— |
|
(53 |
) |
Foreign currency gain (loss) |
3 |
|
(2 |
) |
1 |
|
— |
|
2 |
|
Intercompany interest (expense) income |
— |
|
(21 |
) |
21 |
|
— |
|
— |
|
|
(50 |
) |
(23 |
) |
21 |
|
— |
|
(52 |
) |
Income before income taxes |
74 |
|
66 |
|
69 |
|
— |
|
209 |
|
Income tax expense |
(28 |
) |
(26 |
) |
(26 |
) |
— |
|
(80 |
) |
Equity in earnings of subsidiaries, net of tax |
83 |
|
56 |
|
— |
|
(139 |
) |
— |
|
Net income |
129 |
|
96 |
|
43 |
|
(139 |
) |
129 |
|
Less net income attributable to the noncontrolling interest |
(8 |
) |
— |
|
(8 |
) |
8 |
|
(8 |
) |
Net income attributable to QVC, Inc. stockholder |
$ |
121 |
|
96 |
|
35 |
|
(131 |
) |
121 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior 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 |
87 |
|
57 |
|
72 |
|
(79 |
) |
137 |
|
Selling, general and administrative, including stock-based compensation |
258 |
|
— |
|
96 |
|
(173 |
) |
181 |
|
Depreciation |
10 |
|
3 |
|
20 |
|
— |
|
33 |
|
Amortization |
59 |
|
40 |
|
21 |
|
— |
|
120 |
|
|
414 |
|
100 |
|
209 |
|
(252 |
) |
471 |
|
Operating income |
107 |
|
77 |
|
62 |
|
— |
|
246 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(1 |
) |
— |
|
(1 |
) |
Interest expense, net |
(58 |
) |
— |
|
(1 |
) |
— |
|
(59 |
) |
Foreign currency gain (loss) |
14 |
|
— |
|
(4 |
) |
— |
|
10 |
|
Intercompany interest (expense) income |
(6 |
) |
11 |
|
(5 |
) |
— |
|
— |
|
|
(50 |
) |
11 |
|
(11 |
) |
— |
|
(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, Comprehensive Income (Loss), Current Period |
Condensed Consolidating Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2016 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income |
$ |
129 |
|
96 |
|
43 |
|
(139 |
) |
129 |
|
Foreign currency translation adjustments |
34 |
|
— |
|
34 |
|
(34 |
) |
34 |
|
Total comprehensive income |
163 |
|
96 |
|
77 |
|
(173 |
) |
163 |
|
Comprehensive income attributable to noncontrolling interest |
(15 |
) |
— |
|
(15 |
) |
15 |
|
(15 |
) |
Comprehensive income attributable to QVC, Inc. stockholder |
$ |
148 |
|
96 |
|
62 |
|
(158 |
) |
148 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior 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 (loss) income |
22 |
|
72 |
|
(72 |
) |
— |
|
22 |
|
Comprehensive income attributable to noncontrolling interest |
(8 |
) |
— |
|
(8 |
) |
8 |
|
(8 |
) |
Comprehensive (loss) income attributable to QVC, Inc. stockholder |
$ |
14 |
|
72 |
|
(80 |
) |
8 |
|
14 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Period |
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2016 |
|
(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 |
$ |
181 |
|
77 |
|
18 |
|
— |
|
276 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
(29 |
) |
(2 |
) |
(8 |
) |
— |
|
(39 |
) |
Expenditures for cable and satellite television distribution rights, net |
— |
|
1 |
|
(2 |
) |
— |
|
(1 |
) |
Changes in other noncurrent assets |
25 |
|
— |
|
(27 |
) |
— |
|
(2 |
) |
Intercompany investing activities |
151 |
|
22 |
|
— |
|
(173 |
) |
— |
|
Net cash provided by (used in) investing activities |
147 |
|
21 |
|
(37 |
) |
(173 |
) |
(42 |
) |
Financing activities: |
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(436 |
) |
— |
|
(2 |
) |
— |
|
(438 |
) |
Principal borrowings of debt from senior secured credit facility |
515 |
|
— |
|
— |
|
— |
|
515 |
|
Other financing activities |
(9 |
) |
— |
|
— |
|
— |
|
(9 |
) |
Dividends paid to Liberty |
(234 |
) |
— |
|
— |
|
— |
|
(234 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(21 |
) |
— |
|
(21 |
) |
Net short-term intercompany debt (repayments) borrowings |
(82 |
) |
137 |
|
(55 |
) |
— |
|
— |
|
Other intercompany financing activities |
(80 |
) |
(155 |
) |
62 |
|
173 |
|
— |
|
Net cash (used in) provided by financing activities |
(326 |
) |
(18 |
) |
(16 |
) |
173 |
|
(187 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(13 |
) |
— |
|
(13 |
) |
Net increase in cash and cash equivalents |
2 |
|
80 |
|
(48 |
) |
— |
|
34 |
|
Cash and cash equivalents, beginning of period |
— |
|
112 |
|
215 |
|
— |
|
327 |
|
Cash and cash equivalents, end of period |
$ |
2 |
|
192 |
|
167 |
|
— |
|
361 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior 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 |
$ |
116 |
|
106 |
|
63 |
|
— |
|
285 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
(22 |
) |
(1 |
) |
(8 |
) |
— |
|
(31 |
) |
Expenditures for cable and satellite television distribution rights, net |
— |
|
(44 |
) |
— |
|
— |
|
(44 |
) |
Other investing activities |
1 |
|
— |
|
(1 |
) |
— |
|
— |
|
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 borrowings (repayments) |
(63 |
) |
144 |
|
(81 |
) |
— |
|
— |
|
Other intercompany financing activities |
(100 |
) |
(259 |
) |
(34 |
) |
393 |
|
— |
|
Net cash used in financing activities |
(285 |
) |
(115 |
) |
(137 |
) |
393 |
|
(144 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(10 |
) |
— |
|
(10 |
) |
Net (decrease) increase 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 |
|
|