Quarterly report pursuant to Section 13 or 15(d)

Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)

v3.10.0.1
Guarantor/Non-Guarantor Subsidiary Financial Information (Tables)
6 Months Ended
Jun. 30, 2018
Guarantor Non-guarantor Subsidiary Financial Information [Abstract]  
Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Current Period
Condensed Consolidating Balance Sheets
June 30, 2018
 
(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
$
24

162

299


485

Restricted cash
5


3


8

Accounts receivable, net
635


261


896

Inventories
775


263


1,038

Prepaid expenses and other current assets
60


54


114

Total current assets
1,499

162

880


2,541

Property and equipment, net
274

56

649


979

Television distribution rights, net

105

1


106

Goodwill
4,190


872


5,062

Other intangible assets, net
526

2,048

17


2,591

Other noncurrent assets
11


49


60

Investments in subsidiaries
3,732

1,622


(5,354
)

Total assets
$
10,232

3,993

2,468

(5,354
)
11,339

Liabilities and equity
Current liabilities:





Current portion of debt and capital lease obligations
$
403


14


417

Accounts payable-trade
367


229


596

Accrued liabilities
115

208

328


651

Intercompany accounts payable (receivable)
367

(1,477
)
1,110



Total current liabilities
1,252

(1,269
)
1,681


1,664

Long-term portion of debt and capital lease obligations
4,473


150


4,623

Deferred income taxes
66

466

(56
)

476

Other long-term liabilities
95


24


119

Total liabilities
5,886

(803
)
1,799


6,882

Equity:





QVC, Inc. stockholder's equity
4,346

4,796

558

(5,354
)
4,346

Noncontrolling interest


111


111

Total equity
4,346

4,796

669

(5,354
)
4,457

Total liabilities and equity
$
10,232

3,993

2,468

(5,354
)
11,339

Guarantor Non-guarantor Subsidiary Financial Information, Balance Sheets, Prior Period
Condensed Consolidating Balance Sheets
December 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
$
2

33

225


260

Restricted cash
5


3


8

Accounts receivable, net
1,076


312


1,388

Inventories
758


261


1,019

Prepaid expenses and other current assets
28


23


51

Total current assets
1,869

33

824


2,726

Property and equipment, net
295

60

650


1,005

Television distribution rights, net

78



78

Goodwill
4,190


885


5,075

Other intangible assets, net
539

2,048

18


2,605

Other noncurrent assets
14


47


61

Investments in subsidiaries
3,579

1,626


(5,205
)

Total assets
$
10,486

3,845

2,424

(5,205
)
11,550

Liabilities and equity
Current liabilities:





Current portion of debt and capital lease obligations
$
3


14


17

Accounts payable-trade
455


301


756

Accrued liabilities
366

227

279


872

Intercompany accounts payable (receivable)
453

(1,513
)
1,060



Total current liabilities
1,277

(1,286
)
1,654


1,645

Long-term portion of debt and capital lease obligations
5,033


140


5,173

Deferred income taxes
52

468

(47
)

473

Other long-term liabilities
92


25


117

Total liabilities
6,454

(818
)
1,772


7,408

Equity:





QVC, Inc. stockholder's equity
4,032

4,663

542

(5,205
)
4,032

Noncontrolling interest


110


110

Total equity
4,032

4,663

652

(5,205
)
4,142

Total liabilities and equity
$
10,486

3,845

2,424

(5,205
)
11,550

Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Current Period
Condensed Consolidating Statements of Operations
Three months ended June 30, 2018
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
1,460

218

704

(299
)
2,083

Operating costs and expenses:







Cost of goods sold (exclusive of depreciation and amortization shown separately below)
858

32

433

(37
)
1,286

Operating
97

58

70

(81
)
144

Selling, general and administrative, including transaction related costs and stock-based compensation
273

1

116

(181
)
209

Depreciation
17

2

17


36

Amortization
19

17

2


38


1,264

110

638

(299
)
1,713

Operating income
196

108

66


370

Other (expense) income:





Equity in losses of investee


(2
)

(2
)
Interest expense, net
(57
)
1

(2
)

(58
)
Foreign currency gain (loss)
6


(4
)

2

Intercompany interest (expense) income
(8
)
38

(30
)



(59
)
39

(38
)

(58
)
Income before income taxes
137

147

28


312

Income tax expense
(38
)
(25
)
(13
)

(76
)
Equity in earnings of subsidiaries, net of tax
137

9


(146
)

Net income
236

131

15

(146
)
236

Less net income attributable to the noncontrolling interest
(11
)

(11
)
11

(11
)
Net income attributable to QVC, Inc. stockholder
$
225

131

4

(135
)
225

Six months ended June 30, 2018
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
2,915

441

1,432

(612
)
4,176

Operating costs and expenses:





Cost of goods sold (exclusive of depreciation and amortization shown separately below)
1,736

67

880

(77
)
2,606

Operating
199

116

144

(170
)
289

Selling, general and administrative, including transaction related costs and stock-based compensation
552

1

229

(365
)
417

Depreciation
33

5

36


74

Amortization
39

33

5


77

 
2,559

222

1,294

(612
)
3,463

Operating income
356

219

138


713

Other (expense) income:
 
 
 
 
 
Equity in losses of investee


(1
)

(1
)
Interest expense, net
(114
)
1

(2
)

(115
)
Foreign currency gain (loss)
2


(1
)

1

Intercompany interest (expense) income
(15
)
76

(61
)



(127
)
77

(65
)

(115
)
Income before income taxes
229

296

73


598

Income tax expense
(60
)
(59
)
(36
)

(155
)
Equity in earnings of subsidiaries, net of tax
274

34


(308
)

Net income
443

271

37

(308
)
443

Less net income attributable to the noncontrolling interest
(22
)

(22
)
22

(22
)
Net income attributable to QVC, Inc. stockholder
$
421

271

15

(286
)
421

Guarantor Non-guarantor Subsidiary Financial Information, Statements of Operations, Prior Period
Condensed Consolidating Statements of Operations
Three months ended June 30, 2017
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
1,402

220

660

(303
)
1,979

Operating costs and expenses:










Cost of goods sold (exclusive of depreciation and amortization shown separately below)
838

32

397

(37
)
1,230

Operating
95

60

66

(84
)
137

Selling, general and administrative, including transaction related costs and stock-based compensation
239


95

(182
)
152

Depreciation
16

2

19


37

Amortization
60

45

12


117


1,248

139

589

(303
)
1,673

Operating income
154

81

71


306

Other (expense) income:
 
 
 
 
 
Equity in losses of investee


(1
)

(1
)
Interest expense, net
(54
)

(2
)

(56
)
Foreign currency loss
(2
)

(6
)

(8
)
Intercompany interest (expense) income
(1
)
23

(22
)



(57
)
23

(31
)

(65
)
Income before income taxes
97

104

40


241

Income tax expense
(39
)
(32
)
(19
)

(90
)
Equity in earnings of subsidiaries, net of tax
93

(2
)

(91
)

Net income
151

70

21

(91
)
151

Less net income attributable to the noncontrolling interest
(10
)

(10
)
10

(10
)
Net income attributable to QVC, Inc. stockholder
$
141

70

11

(81
)
141

Six months ended June 30, 2017
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net revenue
$
2,806

445

1,304

(611
)
3,944

Operating costs and expenses:





Cost of goods sold (exclusive of depreciation and amortization shown separately below)
1,693

69

788

(77
)
2,473

Operating
195

118

134

(173
)
274

Selling, general and administrative, including transaction related costs and stock-based compensation
481


189

(361
)
309

Depreciation
33

4

41


78

Amortization
120

90

23


233


2,522

281

1,175

(611
)
3,367

Operating income
284

164

129


577

Other (expense) income:





Equity in losses of investee


(3
)

(3
)
Interest expense, net
(109
)

(2
)

(111
)
Foreign currency loss
(3
)

(7
)

(10
)
Intercompany interest (expense) income
(2
)
45

(43
)



(114
)
45

(55
)

(124
)
Income before income taxes
170

209

74


453

Income tax expense
(71
)
(62
)
(34
)

(167
)
Equity in earnings of subsidiaries, net of tax
187

15


(202
)

Net income
286

162

40

(202
)
286

Less net income attributable to the noncontrolling interest
(21
)

(21
)
21

(21
)
Net income attributable to QVC, Inc. stockholder
$
265

162

19

(181
)
265

Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss)
Six months ended June 30, 2018
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
$
443

271

37

(308
)
443

Foreign currency translation adjustments, net of tax
(26
)

(26
)
26

(26
)
Total comprehensive income
417

271

11

(282
)
417

Comprehensive income attributable to noncontrolling interest
(24
)

(24
)
24

(24
)
Comprehensive income attributable to QVC, Inc. stockholder
$
393

271

(13
)
(258
)
393

Condensed Consolidating Statements of Comprehensive Income
Three months ended June 30, 2018
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
$
236

131

15

(146
)
236

Foreign currency translation adjustments, net of tax
(96
)

(96
)
96

(96
)
Total comprehensive income
140

131

(81
)
(50
)
140

Comprehensive income attributable to noncontrolling interest
(6
)

(6
)
6

(6
)
Comprehensive income attributable to QVC, Inc. stockholder
$
134

131

(87
)
(44
)
134

Guarantor Non-guarantor Subsidiary Financial Information, Comprehensive Income (Loss), Prior Period
Six months ended June 30, 2017
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
$
286

162

40

(202
)
286

Foreign currency translation adjustments, net of tax
82


82

(82
)
82

Total comprehensive income
368

162

122

(284
)
368

Comprehensive income attributable to noncontrolling interest
(25
)

(25
)
25

(25
)
Comprehensive income attributable to QVC, Inc. stockholder
$
343

162

97

(259
)
343

Condensed Consolidating Statements of Comprehensive Income
Three months ended June 30, 2017
 
(in millions)
Parent
issuer-
QVC, Inc.

Combined
subsidiary
guarantors

Combined
non-guarantor
subsidiaries

Eliminations

Consolidated-
QVC, Inc. and
subsidiaries

Net income
$
151

70

21

(91
)
151

Foreign currency translation adjustments, net of tax
55


55

(55
)
55

Total comprehensive income
206

70

76

(146
)
206

Comprehensive income attributable to noncontrolling interest
(8
)

(8
)
8

(8
)
Comprehensive income attributable to QVC, Inc. stockholder
$
198

70

68

(138
)
198

Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Current Period
Condensed Consolidating Statements of Cash Flows
Six months ended June 30, 2018
 
(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
$
345

254

54


653

Investing activities:
 
 
 
 
 
Capital expenditures
(39
)
(1
)
(28
)

(68
)
Expenditures for television distribution rights

(60
)
(1
)

(61
)
Changes in other noncurrent assets
1


(1
)


Intercompany investing activities
89

(105
)

16


Net cash provided by (used in) investing activities
51

(166
)
(30
)
16

(129
)
Financing activities:
 
 
 
 
 
Principal payments of debt and capital lease obligations
(1,442
)

(6
)

(1,448
)
Principal borrowings of debt from senior secured credit facility
1,278




1,278

Capital contribution received from Qurate Retail, Inc.
140




140

Dividends paid to Qurate Retail, Inc.
(243
)



(243
)
Dividends paid to noncontrolling interest


(23
)

(23
)
Other financing activities
(7
)



(7
)
Net short-term intercompany debt (repayments) borrowings
(86
)
36

50



Other intercompany financing activities
(14
)
5

25

(16
)

Net cash (used in) provided by financing activities
(374
)
41

46

(16
)
(303
)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash


4


4

Net increase in cash, cash equivalents and restricted cash
22

129

74


225

Cash, cash equivalents and restricted cash, beginning of period
7

33

228


268

Cash, cash equivalents and restricted cash, end of period
$
29

162

302


493

Guarantor Non-guarantor Subsidiary Financial Information, Schedule of Cash Flows, Prior Period
Condensed Consolidating Statements of Cash Flows
Six months ended June 30, 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
$
318

235

110


663

Investing activities:





Capital expenditures
(29
)

(15
)

(44
)
Expenditures for television distribution rights

(29
)


(29
)
Changes in other noncurrent assets
(1
)



(1
)
Intercompany investing activities
270

(668
)

398


Net cash provided by (used in) investing activities
240

(697
)
(15
)
398

(74
)
Financing activities:





Principal payments of debt and capital lease obligations
(1,402
)

(4
)

(1,406
)
Principal borrowings of debt from senior secured credit facility
1,094




1,094

Dividends paid to Qurate Retail, Inc.
(233
)



(233
)
Dividends paid to noncontrolling interest


(22
)

(22
)
Other financing activities
(9
)



(9
)
Net short-term intercompany debt (repayments) borrowings
4

(1,027
)
1,023



Other intercompany financing activities
(13
)
1,511

(1,100
)
(398
)

Net cash (used in) provided by financing activities
(559
)
484

(103
)
(398
)
(576
)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash


10


10

Net (decrease) increase in cash, cash equivalents and restricted cash
(1
)
22

2


23

Cash, cash equivalents and restricted cash, beginning of period
10

97

187


294

Cash, cash equivalents and restricted cash, end of period
$
9

119

189


317