Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
|
3 Months Ended |
Mar. 31, 2017 |
|---|
| Guarantor Non-guarantor Subsidiary Financial Information [Abstract] |
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Period |
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017 |
|
(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 |
$ |
1 |
|
151 |
|
172 |
|
— |
|
324 |
|
Restricted cash |
8 |
|
— |
|
2 |
|
— |
|
10 |
|
Accounts receivable, net |
660 |
|
— |
|
258 |
|
— |
|
918 |
|
Inventories |
764 |
|
— |
|
256 |
|
— |
|
1,020 |
|
Prepaid expenses and other current assets |
30 |
|
— |
|
28 |
|
— |
|
58 |
|
Total current assets |
1,463 |
|
151 |
|
716 |
|
— |
|
2,330 |
|
Property and equipment, net |
302 |
|
62 |
|
651 |
|
— |
|
1,015 |
|
Television distribution rights, net |
— |
|
124 |
|
10 |
|
— |
|
134 |
|
Goodwill |
4,190 |
|
— |
|
828 |
|
— |
|
5,018 |
|
Other intangible assets, net |
617 |
|
2,049 |
|
20 |
|
— |
|
2,686 |
|
Other noncurrent assets |
18 |
|
— |
|
47 |
|
— |
|
65 |
|
Investments in subsidiaries |
3,306 |
|
115 |
|
— |
|
(3,421 |
) |
— |
|
Total assets |
$ |
9,896 |
|
2,501 |
|
2,272 |
|
(3,421 |
) |
11,248 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
3 |
|
— |
|
12 |
|
— |
|
15 |
|
Accounts payable-trade |
365 |
|
— |
|
262 |
|
— |
|
627 |
|
Accrued liabilities (1) |
(33 |
) |
279 |
|
499 |
|
— |
|
745 |
|
Intercompany accounts payable (receivable) |
603 |
|
(1,276 |
) |
673 |
|
— |
|
— |
|
Total current liabilities |
938 |
|
(997 |
) |
1,446 |
|
— |
|
1,387 |
|
Long-term portion of debt and capital lease obligations |
4,940 |
|
— |
|
148 |
|
— |
|
5,088 |
|
Deferred income taxes |
143 |
|
696 |
|
(63 |
) |
— |
|
776 |
|
Other long-term liabilities |
107 |
|
— |
|
27 |
|
— |
|
134 |
|
Total liabilities |
6,128 |
|
(301 |
) |
1,558 |
|
— |
|
7,385 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
3,768 |
|
2,802 |
|
619 |
|
(3,421 |
) |
3,768 |
|
Noncontrolling interest |
— |
|
— |
|
95 |
|
— |
|
95 |
|
Total equity |
3,768 |
|
2,802 |
|
714 |
|
(3,421 |
) |
3,863 |
|
Total liabilities and equity |
$ |
9,896 |
|
2,501 |
|
2,272 |
|
(3,421 |
) |
11,248 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Period |
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 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 |
|
97 |
|
185 |
|
— |
|
284 |
|
Restricted cash |
8 |
|
— |
|
2 |
|
— |
|
10 |
|
Accounts receivable, net |
958 |
|
— |
|
288 |
|
— |
|
1,246 |
|
Inventories |
726 |
|
— |
|
224 |
|
— |
|
950 |
|
Prepaid expenses and other current assets |
22 |
|
— |
|
24 |
|
— |
|
46 |
|
Total current assets |
1,716 |
|
97 |
|
723 |
|
— |
|
2,536 |
|
Property and equipment, net |
317 |
|
63 |
|
651 |
|
— |
|
1,031 |
|
Television distribution rights, net |
— |
|
167 |
|
16 |
|
— |
|
183 |
|
Goodwill |
4,190 |
|
— |
|
805 |
|
— |
|
4,995 |
|
Other intangible assets, net |
666 |
|
2,049 |
|
23 |
|
— |
|
2,738 |
|
Other noncurrent assets |
15 |
|
— |
|
47 |
|
— |
|
62 |
|
Investments in subsidiaries |
3,389 |
|
1,030 |
|
— |
|
(4,419 |
) |
— |
|
Total assets |
$ |
10,293 |
|
3,406 |
|
2,265 |
|
(4,419 |
) |
11,545 |
|
Liabilities and equity |
Current liabilities: |
|
|
|
|
|
Current portion of debt and capital lease obligations |
$ |
3 |
|
— |
|
11 |
|
— |
|
14 |
|
Accounts payable-trade |
425 |
|
— |
|
253 |
|
— |
|
678 |
|
Accrued liabilities |
74 |
|
234 |
|
461 |
|
— |
|
769 |
|
Intercompany accounts payable (receivable) |
623 |
|
(246 |
) |
(377 |
) |
— |
|
— |
|
Total current liabilities |
1,125 |
|
(12 |
) |
348 |
|
— |
|
1,461 |
|
Long-term portion of debt and capital lease obligations |
5,132 |
|
— |
|
143 |
|
— |
|
5,275 |
|
Deferred income taxes |
145 |
|
707 |
|
(74 |
) |
— |
|
778 |
|
Other long-term liabilities |
96 |
|
— |
|
40 |
|
— |
|
136 |
|
Total liabilities |
6,498 |
|
695 |
|
457 |
|
— |
|
7,650 |
|
Equity: |
|
|
|
|
|
QVC, Inc. stockholder's equity |
3,795 |
|
2,711 |
|
1,708 |
|
(4,419 |
) |
3,795 |
|
Noncontrolling interest |
— |
|
— |
|
100 |
|
— |
|
100 |
|
Total equity |
3,795 |
|
2,711 |
|
1,808 |
|
(4,419 |
) |
3,895 |
|
Total liabilities and equity |
$ |
10,293 |
|
3,406 |
|
2,265 |
|
(4,419 |
) |
11,545 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Current Period |
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net revenue |
$ |
1,404 |
|
225 |
|
644 |
|
(308 |
) |
1,965 |
|
Cost of goods sold |
855 |
|
37 |
|
391 |
|
(40 |
) |
1,243 |
|
Gross profit |
549 |
|
188 |
|
253 |
|
(268 |
) |
722 |
|
Operating expenses: |
|
|
|
|
|
Operating |
100 |
|
58 |
|
68 |
|
(89 |
) |
137 |
|
Selling, general and administrative, including stock-based compensation |
242 |
|
— |
|
94 |
|
(179 |
) |
157 |
|
Depreciation |
17 |
|
2 |
|
22 |
|
— |
|
41 |
|
Amortization |
60 |
|
45 |
|
11 |
|
— |
|
116 |
|
|
419 |
|
105 |
|
195 |
|
(268 |
) |
451 |
|
Operating income |
130 |
|
83 |
|
58 |
|
— |
|
271 |
|
Other (expense) income: |
|
|
|
|
|
Equity in losses of investee |
— |
|
— |
|
(2 |
) |
— |
|
(2 |
) |
Interest expense, net |
(55 |
) |
— |
|
— |
|
— |
|
(55 |
) |
Foreign currency loss |
(1 |
) |
— |
|
(1 |
) |
— |
|
(2 |
) |
Intercompany interest (expense) income |
(1 |
) |
22 |
|
(21 |
) |
— |
|
— |
|
|
(57 |
) |
22 |
|
(24 |
) |
— |
|
(59 |
) |
Income before income taxes |
73 |
|
105 |
|
34 |
|
— |
|
212 |
|
Income tax expense |
(32 |
) |
(30 |
) |
(15 |
) |
— |
|
(77 |
) |
Equity in earnings of subsidiaries, net of tax |
94 |
|
17 |
|
— |
|
(111 |
) |
— |
|
Net income |
135 |
|
92 |
|
19 |
|
(111 |
) |
135 |
|
Less net income attributable to the noncontrolling interest |
(11 |
) |
— |
|
(11 |
) |
11 |
|
(11 |
) |
Net income attributable to QVC, Inc. stockholder |
$ |
124 |
|
92 |
|
8 |
|
(100 |
) |
124 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior 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 |
(24 |
) |
(26 |
) |
(26 |
) |
— |
|
(76 |
) |
Equity in earnings of subsidiaries, net of tax |
83 |
|
56 |
|
— |
|
(139 |
) |
— |
|
Net income |
133 |
|
96 |
|
43 |
|
(139 |
) |
133 |
|
Less net income attributable to the noncontrolling interest |
(8 |
) |
— |
|
(8 |
) |
8 |
|
(8 |
) |
Net income attributable to QVC, Inc. stockholder |
$ |
125 |
|
96 |
|
35 |
|
(131 |
) |
125 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Current Period |
Condensed Consolidating Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017 |
|
(in millions) |
Parent
issuer-
QVC, Inc. |
|
Combined
subsidiary
guarantors |
|
Combined
non-guarantor
subsidiaries |
|
Eliminations |
|
Consolidated-
QVC, Inc. and
subsidiaries |
|
Net income |
$ |
135 |
|
92 |
|
19 |
|
(111 |
) |
135 |
|
Foreign currency translation adjustments |
27 |
|
— |
|
27 |
|
(27 |
) |
27 |
|
Total comprehensive income |
162 |
|
92 |
|
46 |
|
(138 |
) |
162 |
|
Comprehensive income attributable to noncontrolling interest |
(17 |
) |
— |
|
(17 |
) |
17 |
|
(17 |
) |
Comprehensive income attributable to QVC, Inc. stockholder |
$ |
145 |
|
92 |
|
29 |
|
(121 |
) |
145 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior 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 |
$ |
133 |
|
96 |
|
43 |
|
(139 |
) |
133 |
|
Foreign currency translation adjustments |
34 |
|
— |
|
34 |
|
(34 |
) |
34 |
|
Total comprehensive income |
167 |
|
96 |
|
77 |
|
(173 |
) |
167 |
|
Comprehensive income attributable to noncontrolling interest |
(15 |
) |
— |
|
(15 |
) |
15 |
|
(15 |
) |
Comprehensive income attributable to QVC, Inc. stockholder |
$ |
152 |
|
96 |
|
62 |
|
(158 |
) |
152 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Period |
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017 |
|
(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 |
$ |
220 |
|
155 |
|
82 |
|
— |
|
457 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
(13 |
) |
(1 |
) |
(3 |
) |
— |
|
(17 |
) |
Expenditures for television distribution rights |
— |
|
(1 |
) |
— |
|
— |
|
(1 |
) |
Changes in other noncurrent assets |
(2 |
) |
— |
|
(1 |
) |
— |
|
(3 |
) |
Intercompany investing activities |
201 |
|
(522 |
) |
— |
|
321 |
|
— |
|
Net cash provided by (used in) investing activities |
186 |
|
(524 |
) |
(4 |
) |
321 |
|
(21 |
) |
Financing activities: |
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(648 |
) |
— |
|
(2 |
) |
— |
|
(650 |
) |
Principal borrowings of debt from senior secured credit facility |
454 |
|
— |
|
— |
|
— |
|
454 |
|
Dividends paid to Liberty Interactive Corporation |
(183 |
) |
— |
|
— |
|
— |
|
(183 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(22 |
) |
— |
|
(22 |
) |
Other financing activities |
(4 |
) |
— |
|
— |
|
— |
|
(4 |
) |
Net short-term intercompany debt (repayments) borrowings |
(20 |
) |
(1,030 |
) |
1,050 |
|
— |
|
— |
|
Other intercompany financing activities |
(6 |
) |
1,453 |
|
(1,126 |
) |
(321 |
) |
— |
|
Net cash (used in) provided by financing activities |
(407 |
) |
423 |
|
(100 |
) |
(321 |
) |
(405 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
9 |
|
— |
|
9 |
|
Net (decrease) increase in cash and cash equivalents |
(1 |
) |
54 |
|
(13 |
) |
— |
|
40 |
|
Cash and cash equivalents, beginning of period |
2 |
|
97 |
|
185 |
|
— |
|
284 |
|
Cash and cash equivalents, end of period |
$ |
1 |
|
151 |
|
172 |
|
— |
|
324 |
|
|
| Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior 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 (used in) operating activities |
$ |
209 |
|
77 |
|
(6 |
) |
— |
|
280 |
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
(29 |
) |
(1 |
) |
(9 |
) |
— |
|
(39 |
) |
Expenditures for television distribution rights |
— |
|
(1 |
) |
— |
|
— |
|
(1 |
) |
Other investing activities |
(6 |
) |
— |
|
— |
|
— |
|
(6 |
) |
Changes in other noncurrent assets |
1 |
|
— |
|
(3 |
) |
— |
|
(2 |
) |
Intercompany investing activities |
151 |
|
22 |
|
— |
|
(173 |
) |
— |
|
Net cash provided by (used in) investing activities |
117 |
|
20 |
|
(12 |
) |
(173 |
) |
(48 |
) |
Financing activities: |
|
|
|
|
|
Principal payments of debt and capital lease obligations |
(436 |
) |
— |
|
(2 |
) |
— |
|
(438 |
) |
Principal borrowings of debt from senior secured credit facility |
515 |
|
— |
|
— |
|
— |
|
515 |
|
Dividends paid to Liberty Interactive Corporation |
(234 |
) |
— |
|
— |
|
— |
|
(234 |
) |
Dividends paid to noncontrolling interest |
— |
|
— |
|
(21 |
) |
— |
|
(21 |
) |
Other financing activities |
(7 |
) |
— |
|
— |
|
— |
|
(7 |
) |
Net short-term intercompany debt (repayments) borrowings |
(82 |
) |
137 |
|
(55 |
) |
— |
|
— |
|
Other intercompany financing activities |
(80 |
) |
(154 |
) |
61 |
|
173 |
|
— |
|
Net cash used in financing activities |
(324 |
) |
(17 |
) |
(17 |
) |
173 |
|
(185 |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
— |
|
— |
|
(13 |
) |
— |
|
(13 |
) |
Net increase (decrease) 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 |
|
|